As of May 23, 2022, the Company had a total of 185,623,300 shares of Common Stock outstanding. The potential share dilution from the 8,000,000 additional shares to be reserved for issuance under the Stock Incentive Plan, for which stockholder approval is being requested, is 4.3% of the Company's outstanding shares of Common Stock as of such date. Approximately 33% of shares reserved for awards already granted under our equity plans are underwater as of May 23, 2022.
Total number of shares of Common Stock subject to outstanding stock options | | | 32,388,332 |
Weighted-average exercise price per share of outstanding stock options | | | $7.91 |
Weighted-average remaining term of outstanding stock options (in years) | | | 7.26 |
Total number of shares of Common Stock subject to outstanding full value awards | | | 2,444,550 |
Total number of shares of Common Stock available for grant under Company equity plans | | | 3,549,157 |
Board Recommendation
Our Board of Directors unanimously recommends that you vote FOR the approval of the amended and restated Stock Incentive Plan described in Proposal 4.
Even if voting instructions for your proxy have already been given, you can change your vote at any time before the Meeting by giving new voting instructions as described in more detail in the Proxy Statement. Should you have any questions or need any assistance in submitting your proxy to vote your shares, please contact our proxy solicitor, Georgeson LLC, toll-free at 877-278-4774.
Our Proxy Statement, including this Supplement, and our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 are available free of charge at www.proxyvote.com.
Cautionary Note Regarding Forward-Looking Statements
This Supplement contains forward-looking statements, including statements regarding the Company’s plans and expectations for ORLADEYO. These statements involve known and unknown risks, uncertainties and other factors which may cause the Company’s actual results, performance, or achievements to be materially different from those expressed or implied by the forward-looking statements. These statements reflect our current views with respect to future events and are based on assumptions and are subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Some of the factors that could affect the forward-looking statements contained herein include: the Company’s ability to successfully implement its commercialization plans for, and to commercialize, ORLADEYO, which could take longer or be more expensive than planned; the commercial viability of ORLADEYO, including its ability to achieve market acceptance; and actual financial results may not be consistent with expectations, including that revenue may not be within management's expected ranges. Please refer to the documents the Company files periodically with the Securities and Exchange Commission, specifically the Company’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, all of which identify important factors that could cause actual results to differ materially from those contained in the Company’s projections and forward-looking statements.
| | | BY ORDER OF THE BOARD OF DIRECTORS |
| | | |
| | | Alane P. Barnes, Corporate Secretary |
Durham, North Carolina
May 26, 2022