We estimate that the total expenses of this offering, including registration, filing and listing fees, printing fees
and legal and accounting expenses, but excluding the underwriting discounts and commissions, will be approximately $300,000. We have also agreed to reimburse the underwriters for certain of their expenses relating to the clearance of the offering
with the Financial Industry Regulatory Authority, Inc. in an amount up to $20,000.
A prospectus supplement and the accompanying prospectus in electronic format may
be made available on the web sites maintained by one or more underwriters, or selling group members, if any, participating in the offering. The underwriters may agree to allocate a number of shares to underwriters and selling group members for sale
to their online brokerage account holders. Internet distributions will be allocated by the representative to underwriters and selling group members that may make Internet distributions on the same basis as other allocations.
We have agreed that we will not, directly or indirectly, offer, sell, assign, transfer, pledge, lend, contract to sell, establish an open put equivalent
position within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of, or announce the offering of, or submit or file any registration statement under the Securities Act in respect
of, our common stock or securities convertible into or exercisable for our common stock (other than the shares of our common stock to be sold in this offering), or publicly announce any intention to do any of the foregoing, in each case without the
prior written consent of J.P. Morgan Securities LLC for a period of 60 days after the date of this prospectus.
The restrictions on our actions, as described above,
do not apply to certain transactions, including (i) the issuance of common stock, options to purchase shares of our common stock, restricted stock units, deferred stock units, other equity awards, shares of our common stock underlying options,
restricted stock units, deferred stock units, equity awards and other securities convertible into, exchangeable for or that represent the right to receive shares of our common stock, in each case pursuant to any director or employee equity incentive
plan, stock ownership plan, employee stock purchase plan, or dividend reinvestment plan of ours in effect on the date of the underwriting agreement and described in this prospectus or the accompanying prospectus or pursuant to inducement awards
within the meaning of Nasdaq Listing Rule 5635(c)(4) consistent with past practice of the Company; (ii) the issuance of common stock pursuant to the exercise (including the net exercise) of an option or warrant or the exercise, conversion or
exchange of securities, or upon the vesting of restricted stock units or deferred stock units, in each case as described in this prospectus supplement or the accompanying prospectus; (iii) the issuance of up to 5% of the outstanding shares of
our common stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, our common stock, on the date of the underwriting agreement, in connection with a transaction with a third party that includes a bona fide
commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets of not less than a majority or controlling portion of the
equity of another entity, provided that each receipt of common stock or securities convertible into or exercisable for common stock shall execute a lock-up agreement containing the restrictions described below
or (iv) our filing of any registration statement on Form S-8 relating to shares of our common stock granted (i) pursuant to our benefit plans described in this prospectus supplement or the
accompanying prospectus or (ii) pursuant to inducement grants within the meaning of Nasdaq Listing Rule 5635(c)(4).
Our directors and executive officers, and
Ocumension Therapeutics, one of our significant shareholders (such persons, the lock-up parties) have entered into lock-up agreements with the underwriters
prior to the commencement of this offering pursuant to which each lock-up party, with limited exceptions, for a period of 60 days (or 30 days, in the case of Ocumension Therapeutics) after the date
of this prospectus (such period, the restricted period), may not (and may not cause any of their direct or indirect affiliates to), without the prior written consent of J.P. Morgan Securities LLC, (1) offer, sell, assign, transfer,
pledge, contract to sell, lend or otherwise dispose of or announce the intention to otherwise dispose of any common stock or securities convertible into or exercisable for our common stock (including, without limitation, common stock or such other
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