Item 5. Other Information.

(a)

Termination of Cowen Sales Agreement

On October 30, 2024, TD Securities (USA) LLC (f/k/a Cowen and Company, LLC) acknowledged and accepted our prior written notice to terminate the Cowen Sales Agreement, effective immediately.

Entrance into Jefferies Sales Agreement

On October 31, 2024, we entered into the Jefferies Sales Agreement with Jefferies with respect to an “at-the-market” offering program under which we may issue and sell, from time to time at our sole discretion, shares of our common stock, having an aggregate offering price of up to $300,000,000, or the Shares, through Jefferies. The issuance and sale, if any, of the Shares may be by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act, including, without limitation, sales made directly on the Nasdaq Global Market, or Nasdaq.

We are not obligated to sell any of the Shares, and Jefferies is not required to sell any specific number or dollar amount of the Shares under the Jefferies Sales Agreement. We or Jefferies may suspend or terminate the offering of the Shares upon notice to the other party and subject to other conditions.

Subject to our request to sell the Shares, Jefferies will act on a best efforts basis and use commercially reasonable efforts to sell the Shares on our behalf, from time to time consistent with its normal sales practices and applicable state and federal laws, rules and regulations and Nasdaq rules, based upon instructions from us (including any price, time or size limits or other customary parameters or conditions we may impose). We will pay Jefferies a commission of up to 3.0 percent (3.0%) of the gross proceeds of any of the Shares sold through Jefferies under the Jefferies Sales Agreement. Pursuant to the Jefferies Sales Agreement we have also provided Jefferies with customary indemnification and contribution rights.

The foregoing description of the Jefferies Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 10.2 and incorporated herein by reference. This Quarterly Report on Form 10-Q shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

(b)

None

(c)

The following table discloses any officer (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) or director who adopted a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K) during the three months ended September 30, 2024:


Name and Title	Type of Trading Arrangement	Action Taken (Date of Action)	Duration or End Date	Aggregate Number of Securities to be Sold	Description of Trading Arrangement
Nello Mainolfi Founder, President, Chief Executive Officer	Trading plan intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5- 1(c)	Adoption (September 6, 2024)	August 25, 2026	280,000	Exercises of vested stock options and sales of shares of our common stock pursuant to the terms of the trading plan
Bruce Jacobs Chief Financial Officer	Trading plan intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5- 1(c)	Adoption (September 6, 2024)	December 31, 2025	79,220	Exercises of vested stock options and sales of shares of our common stock pursuant to the terms of the trading plan
Jeffrey Albers Director	Trading plan intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5- 1(c)	Adoption (September 20, 2024)	December 22, 2025	16,349	Exercises of vested stock options and sales of shares of our common stock pursuant to the terms of the trading plan

Other than as disclosed above, no other officer or director adopted, modified or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K) during the three months ended September 30, 2024.