Common use of Rights and Preferences Clause in Contracts

Rights and Preferences. The rights, preferences and privileges of holders of common stock are subject to and may be adversely affected by the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future. Our board of directors is authorized to issue shares of preferred stock in one or more series without stockholder approval. Our board of directors has the discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock. You should refer to the applicable certificate of designation for complete information regarding a series of preferred stock to be issued under this prospectus and the applicable prospectus supplement. The purpose of authorizing our board of directors to issue preferred stock and determine its rights and preferences is to eliminate delays associated with a stockholder vote on specific issuances. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions, future financings and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or could discourage a third party from seeking to acquire, a majority of our outstanding voting stock. As of September 30, 2023, there were 56,227 shares of Series A Preferred Stock outstanding. We have no present plans to issue any additional shares of preferred stock. Delaware law, our certificate of incorporation and our bylaws contain provisions that could have the effect of delaying, deferring or discouraging another party from acquiring control of us. These provisions, which are summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors.

Rights and Preferences. Holders of common stock have no preemptive, conversion, subscription or other rights, and there are no redemption or sinking fund provisions applicable to the common stock. The rights, preferences and privileges of the holders of common stock are subject to and may be adversely affected by by, the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future. Our board Under our amended and restated certificate of directors is authorized incorporation, we have authority, subject to any limitations prescribed by law and without further stockholder approval, to issue from time to time up to 10,000,000 shares of preferred stock, par value $0.001 per share, in one or more series. As of December 31, 2021, we had no shares of preferred stock in one or more series without stockholder approvalissued and outstanding. Our Pursuant to our amended and restated certificate of incorporation, our board of directors has the discretion authority to determine designate the rights, preferences, privileges and restrictionsrestrictions of each such series, including voting dividend rights, preferences, privileges and restrictions of each such series, including dividend rights, dividend rightsrates, conversion rights, voting rights, terms of redemption, redemption privileges and prices, liquidation preferences, of each series of preferred stock. You should refer to the applicable certificate of designation for complete information regarding a series of preferred stock to be issued under this prospectus sinking fund terms and the applicable prospectus supplement. The purpose number of authorizing our board of directors to issue preferred stock and determine its rights and preferences is to eliminate delays associated with a stockholder vote on specific issuancesshares constituting any series. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions, future financings and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or could discourage a third party from seeking to acquire, a majority of our outstanding voting stock. As of September 30, 2023, there were 56,227 shares of Series A Preferred Stock outstanding. We have no present plans to issue any additional shares of preferred stock. Delaware law, our certificate of incorporation and our bylaws contain provisions that could stock may have the effect of delaying, deferring or discouraging another party from acquiring preventing a change in control of usthe company without further action by the stockholders. These provisionsThe issuance of redeemable convertible preferred stock with voting and conversion rights may also adversely affect the voting power of the holders of common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In certain circumstances, which are summarized belowan issuance of preferred stock could have the effect of decreasing the market price of the common stock. Under our amended and restated investors’ rights agreement, are expected certain holders of shares of our common stock, or their affiliates or transferees, have the right to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of require us to first negotiate register their shares under the Securities Act so that those shares may be publicly resold, or to include their shares in any registration statement we file, in each case as described below. The registration rights terminate with respect to the registration rights of an individual holder on the earliest to occur of May 8, 2024 (five years following our board initial public offering), the liquidation, dissolution or indefinite cessation of directorsthe business operations of our company, or the closing of a deemed liquidation, dissolution or winding up of our company pursuant to our amended and restated certificate of incorporation, or with respect to any particular stockholder, such time after the effective date of the registration statement that such stockholder can sell all of its shares under Rule 144 of the Securities Act during any three-month period without registration.

Rights and Preferences. Holders of common stock have no preemptive, subscription, redemption, sinking fund or conversion rights. The rights, preferences and privileges of holders of common stock are subject to and may be adversely affected by the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future. The outstanding shares of common stock are duly authorized, validly issued, fully paid and nonassessable. The transfer agent and registrar for our common stock is Equiniti Trust Company, LLC. There are no shares of preferred stock currently outstanding. Our board of directors is authorized has the authority, without further action by our stockholders, to issue up to 50,000,000 shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in each such series, to fix the dividend, voting and other rights, preferences and privileges of the shares of each wholly unissued series without stockholder approvaland any qualifications, limitations or restrictions thereon, and to increase or decrease the number of shares of any such series, but not below the number of shares of such series then outstanding. Our board of directors has may authorize the discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock. You should refer to the applicable certificate of designation for complete information regarding a series issuance of preferred stock to be issued under this prospectus and with voting or conversion rights that could adversely affect the applicable prospectus supplement. The purpose voting power or other rights of authorizing our board the holders of directors to issue preferred stock and determine its rights and preferences is to eliminate delays associated with a stockholder vote on specific issuancesthe common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions, future financings acquisitions and other corporate purposes, could have the effect of making it more difficult for a third party to acquirecould, or could discourage a third party from seeking to acquireamong other things, a majority of our outstanding voting stock. As of September 30, 2023, there were 56,227 shares of Series A Preferred Stock outstanding. We have no present plans to issue any additional shares of preferred stock. Delaware law, our certificate of incorporation and our bylaws contain provisions that could have the effect of delaying, deferring deterring or discouraging another party from acquiring preventing a change in our control and may adversely affect the market price of usthe common stock and the voting and other rights of the holders of common stock. These provisionsWe have no current plans to issue any shares of preferred stock. As of March 15, 2024, we had outstanding pre-funded warrants to purchase up to 549,755 shares of common stock, which are summarized belowdo not have an expiration date. As of December 31, are expected 2023, options to discourage coercive takeover practices purchase 1,451,985 shares of our common stock were outstanding under our 2023 Incentive Award Plan and inadequate takeover bidsoptions to purchase 1,088,294 shares of our common stock were outstanding under our 2020 Equity Incentive Plan. These provisions are also designed Under our Purchase Agreement, dated February 7, 2024, with the purchasers named therein (the Purchasers), for the Private Placement of (i) 8,339,169 shares of our common stock at a price of $13.50 per share, and (ii) with respect to encourage persons seeking a certain Purchaser, Pre-Funded Warrants to acquire control purchase an aggregate of us 549,755 shares of common stock in lieu of shares of common stock, at a purchase price of $13.499 per Pre-Funded Warrant, the Company agreed to first negotiate file a registration statement with our board the SEC within 60 days after the closing of directorsthe Private Placement (subject to certain exceptions) for purposes of registering the resale of the Shares and the Warrant Shares, to use its reasonable best efforts to have such registration statement declared effective within the time period set forth in the Purchase Agreement, and to keep such registration statement effective until the earliest of (i) the time as all of the Shares and Warrant Shares purchased by the Purchasers pursuant to the terms of the Purchase Agreement have been sold pursuant to the registration statement, or (ii) such time as the Shares and Warrant Shares become eligible for resale by non-affiliates without any volume limitations or other restrictions pursuant to Rule 144 under the Securities Act or any other rule of similar effect.

Rights and Preferences. Holders of our common stock have no preemptive, conversion, subscription or other rights, and there are no redemption or sinking fund provisions applicable to our common stock. The rights, preferences and privileges of the holders of our common stock are subject to and may be adversely affected by the rights of the holders of shares of any series of our preferred stock that we may designate and issue in the future. Our Pursuant to our amended and restated certificate of incorporation, our board of directors is authorized has the authority, without further action by our stockholders, to issue up to 10,000,000 shares of preferred stock in one or more series without stockholder approval. Our board of directors has and to fix the discretion to determine the number, rights, preferences, privileges and restrictions, including voting restrictions thereof. These rights, preferences and privileges could include dividend rights, conversion rights, redemption privileges voting rights, terms of redemption, liquidation preferences and liquidation preferencessinking fund terms, of each series of preferred stock. You should refer to the applicable certificate of designation for complete information regarding a series of preferred stock to be issued under this prospectus and the applicable prospectus supplement. The purpose number of authorizing our board shares constituting any series or the designation of directors to issue preferred stock and determine its such series, any or all of which may be greater than the rights and preferences is to eliminate delays associated with a stockholder vote on specific issuancesof common stock. The issuance of our preferred stockstock could adversely affect the voting power of holders of common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In addition, while providing flexibility in connection with possible acquisitions, future financings and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or could discourage a third party from seeking to acquire, a majority of our outstanding voting stock. As of September 30, 2023, there were 56,227 shares of Series A Preferred Stock outstanding. We have no present plans to issue any additional shares issuance of preferred stock. Delaware law, our certificate of incorporation and our bylaws contain provisions that stock could have the effect of delaying, deferring or discouraging another party preventing a change of control or other corporate action, or make the removal of management more difficult. Additionally, the issuance of preferred stock may have the effect of decreasing the market price of the common stock. Our board of directors will fix the designations, voting powers, preferences and rights of each series, as well as the qualifications, limitations or restrictions thereof, of the preferred stock of each series that we offer under this prospectus and applicable prospectus supplements in the certificate of designation relating to that series. We will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from acquiring control reports that we file with the SEC, the form of usany certificate of designation that describes the terms of the series of preferred stock we are offering before the issuance of that series of preferred stock. These provisionsThis description will include: • the title and stated value; • the number of shares we are offering; • the liquidation preference per share; • the purchase price per share; • the dividend rate per share, dividend period and payment dates and method of calculation for dividends; • whether dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate; • our right, if any, to defer payment of dividends and the maximum length of any such deferral period; • the procedures for any auction and remarketing, if any; • the provisions for a sinking fund, if any; • the provisions for redemption or repurchase, if applicable, and any restrictions on our ability to exercise those redemption and repurchase rights; • any listing of the preferred stock on any securities exchange or market; • whether the preferred stock will be convertible into our common stock or other securities of ours, including depositary shares and warrants, and, if applicable, the conversion period, the conversion price, or how it will be calculated, and under what circumstances it may be adjusted; • whether the preferred stock will be exchangeable into debt securities, and, if applicable, the exchange period, the exchange price, or how it will be calculated, and under what circumstances it may be adjusted; • voting rights, if any, of the preferred stock; • preemption rights, if any; • restrictions on transfer, sale or other assignment, if any; • whether interests in the preferred stock will be represented by depositary shares; • a discussion of any material or special U.S. federal income tax considerations applicable to the preferred stock; • the relative ranking and preferences of the preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; • any limitations on issuances of any class or series of preferred stock ranking senior to or on a parity with the series of preferred stock being issued as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; and • any other specific terms, rights, preferences, privileges, qualifications or restrictions of the preferred stock. The Delaware General Corporation Law, or DGCL, which is the law of the state of our incorporation, provides that the holders of preferred stock will have the right to vote separately as a class (or, in some cases, as a series) on an amendment to our certificate of incorporation if the amendment would change the par value, the powers, preferences or special rights of the class or series so as to adversely affect the class or series, as the case may be, or, unless the certificate of incorporation provided otherwise, the number of authorized shares of the class. This right is in addition to any voting rights that may be provided for in the applicable certificate of designation. As of June 30, 2020, there werepre-funded warrants outstanding to purchase 3,793,706 shares of common stock, orthe Pre-Funded Warrants. The Pre-Funded Warrants are summarized belowexercisable at any time, are expected provided thateach Pre-Funded Warrant holder will be prohibited from exercising such Pre-Funded Warrants into shares of common stock if, as a result of such exercise, the holder, together with its affiliates, would own more than 9.99% of the total number of shares of common stock then issued and outstanding, which percentage may change at the holders’ election to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed any other number less than or equal to encourage persons seeking 19.99% upon 61 days’ notice to acquire control of us to first negotiate with our board of directorsthe Company.

Rights and Preferences. Holders of our common stock have no preemptive, conversion, subscription or other rights, and there are no redemption or sinking fund provisions applicable to our common stock. The rights, preferences and privileges of the holders of our common stock are subject to and may be adversely affected by the rights of the holders of shares of any series of our preferred stock that we may designate and issue in the future. Our Pursuant to our amended and restated certificate of incorporation, our board of directors is authorized has the authority, without further action by our stockholders, to issue up to 10,000,000 shares of preferred stock in one or more series without stockholder approval. Our board of directors has and to fix the discretion to determine the number, rights, preferences, privileges and restrictions, including voting restrictions thereof. These rights, preferences and privileges could include dividend rights, conversion rights, redemption privileges voting rights, terms of redemption, liquidation preferences and liquidation preferencessinking fund terms, of each series of preferred stock. You should refer to the applicable certificate of designation for complete information regarding a series of preferred stock to be issued under this prospectus and the applicable prospectus supplement. The purpose number of authorizing our board shares constituting any series or the designation of directors to issue preferred stock and determine its such series, any or all of which may be greater than the rights and preferences is to eliminate delays associated with a stockholder vote on specific issuancesof common stock. The issuance of our preferred stockstock could adversely affect the voting power of holders of common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In addition, while providing flexibility in connection with possible acquisitions, future financings and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or could discourage a third party from seeking to acquire, a majority of our outstanding voting stock. As of September 30, 2023, there were 56,227 shares of Series A Preferred Stock outstanding. We have no present plans to issue any additional shares issuance of preferred stock. Delaware law, our certificate of incorporation and our bylaws contain provisions that stock could have the effect of delaying, deferring or discouraging another party preventing a change of control or other corporate action, or make the removal of management more difficult. Additionally, the issuance of preferred stock may have the effect of decreasing the market price of the common stock. Our board of directors will fix the designations, voting powers, preferences and rights of each series, as well as the qualifications, limitations or restrictions thereof, of the preferred stock of each series that we offer under this prospectus and applicable prospectus supplements in the certificate of designation relating to that series. We will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from acquiring control reports that we file with the SEC, the form of usany certificate of designation that describes the terms of the series of preferred stock we are offering before the issuance of that series of preferred stock. These provisionsThis description will include: • the title and stated value; • the number of shares we are offering; • the liquidation preference per share; • the purchase price per share; • the dividend rate per share, dividend period and payment dates and method of calculation for dividends; • whether dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate; • our right, if any, to defer payment of dividends and the maximum length of any such deferral period; • the procedures for any auction and remarketing, if any; • the provisions for a sinking fund, if any; • the provisions for redemption or repurchase, if applicable, and any restrictions on our ability to exercise those redemption and repurchase rights; • any listing of the preferred stock on any securities exchange or market; • whether the preferred stock will be convertible into our common stock or other securities of ours, including depositary shares and warrants, and, if applicable, the conversion period, the conversion price, or how it will be calculated, and under what circumstances it may be adjusted; • whether the preferred stock will be exchangeable into debt securities, and, if applicable, the exchange period, the exchange price, or how it will be calculated, and under what circumstances it may be adjusted; • voting rights, if any, of the preferred stock; • preemption rights, if any; • restrictions on transfer, sale or other assignment, if any; • whether interests in the preferred stock will be represented by depositary shares; • a discussion of any material or special U.S. federal income tax considerations applicable to the preferred stock; • the relative ranking and preferences of the preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; 11 • any limitations on issuances of any class or series of preferred stock ranking senior to or on a parity with the series of preferred stock being issued as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; and • any other specific terms, rights, preferences, privileges, qualifications or restrictions of the preferred stock. The Delaware General Corporation Law, or DGCL, which are summarized belowis the law of the state of our incorporation, are expected provides that the holders of preferred stock will have the right to discourage coercive takeover practices and inadequate takeover bidsvote separately as a class (or, in some cases, as a series) on an amendment to our certificate of incorporation if the amendment would change the par value, the powers, preferences or special rights of the class or series so as to adversely affect the class or series, as the case may be, or, unless the certificate of incorporation provided otherwise, the number of authorized shares of the class. These provisions are also designed This right is in addition to encourage persons seeking to acquire control any voting rights that may be provided for in the applicable certificate of us to first negotiate with our board of directorsdesignation.