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An investment in our
securities involves a high degree of risk. You should consider carefully the risks described below as a supplement to the risks described in our other filings with the Securities and Exchange Commission, together with all of the other information
included in such filings, in evaluating our business. If any of the following risks actually occur, our business, financial condition, operating results and future prospects could be materially and adversely affected. In that case, the trading price
of our common stock may decline and you might lose all or part of your investment. Additional risks that we currently do not know about or that we currently believe to be immaterial may also impair our business, financial condition, operating
results and prospects.
Risks Relating to Our Financial Condition and Capital Requirements
The terms of our term loan facility place restrictions on our operating and financial flexibility, and failure to comply with covenants or to satisfy
certain conditions of the agreement governing the debt facility may result in acceleration of our repayment obligations and foreclosure on our pledged assets, which could significantly harm our liquidity, financial condition, operating results,
business and prospects and cause the price of our common stock to decline.
We have an outstanding principal balance of $10.0 million under our
term loan facility with Pacific Western Bank, or Pacific Western, that is secured by a security interest in substantially all of our assets, other than intellectual property, which is subject to a double negative pledge. The loan and security
agreement, or the loan agreement, governing the debt facility requires us to comply with a number of customary affirmative and restrictive covenants, including covenants that limit our ability to, among other things: transfer any part of our
business or property; merge or consolidate with another entity or otherwise experience a change in control; incur additional indebtedness; encumber the collateral securing the loan; declare or pay any cash dividend or make distributions on our
capital stock; repurchase or redeem any class of stock or other equity interest; acquire, own or make investments; and make certain capitalized expenditures over a specified threshold, in each case subject to exceptions. In addition, the loan
agreement contains an operating covenant, which requires us to achieve certain development milestones on or before December 31, 2017, which date may be extended to March 31, 2018 if we raise at least $20.0 million in net cash proceeds from
the sale of our equity securities between October 3, 2016 and December 31, 2017. Subsequent operating covenants will be reset in 2018. The loan agreement also includes standard events of default, including a provision that Pacific Western
could declare an event of default upon the occurrence of any event that it interprets as having a material adverse effect on (i) our operations, business or financial condition and subsidiaries taken as a whole; (ii) our ability to perform
or pay the secured obligations under the loan agreement and related agreements; or (iii) the collateral pledged to Pacific Western under the loan agreement. Upon such determination, Pacific Western could declare all obligations under the
loan agreement immediately due and payable. Although, in and of itself, the occurrence of adverse results or delays in any clinical study or the denial, delay or limitation of approval of or taking of any other regulatory action by the United
States Food and Drug Administration or another governmental entity will not constitute a material adverse effect under the loan agreement, Pacific Western may determine that such an event together with contemporaneous events or circumstances
constitutes a material adverse effect upon our business, operations, properties, assets, or financial condition or upon our ability to perform or pay the secured obligations under the loan agreement. If we default under the facility, Pacific Western
may accelerate all of our repayment obligations. At such time, we may not have enough available cash or be able to raise additional funds on satisfactory terms, if at all, through equity or debt financings to repay our indebtedness at the time any
such repayment is required and, if we are unable to access funds to meet those obligations or to renegotiate the loan agreement, Pacific Western could take control of our pledged assets and may sell the pledged assets. In such an event, we may be
required to delay, limit, reduce or terminate our product development or commercialization efforts or grant to others rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves. If we were
liquidated, Pacific Western s right to repayment would be senior to the rights of our stockholders to receive any proceeds from the liquidation. Any declaration by Pacific Western of an event of default could significantly harm our
liquidity, financial condition, operating results, business, and prospects and cause the price of our common stock to decline.
We may incur additional indebtedness in the future. The debt instruments governing such indebtedness may contain
provisions that are as, or more, restrictive than the provisions governing our existing indebtedness under the loan agreement. If we are unable to repay, refinance or restructure our indebtedness when payment is due, the lenders could proceed
against the collateral or force us into bankruptcy or liquidation.