Item 3.02 Unregistered Sales of Equity Securities.

On January 13, 2020 Foris Ventures, LLC ("Foris"), an entity affiliated with director John Doerr and which beneficially owns greater than five percent of the Company's outstanding common stock, delivered to the Company an irrevocable notice of cash exercise with respect to a warrant (the "Warrant") to purchase 4,877,386 shares of the Company's common stock, par value $0.0001 per share (the "Common Stock") issued by the Company on August 17, 2018 (the "Warrant Exercise"). On January 14, 2020, the Company received approximately $14.0 million from Foris in connection with the Warrant Exercise representing 4,877,386 shares of Common Stock at an exercise price of $2.87 per share. The issuance of the Warrant and related matters were reported in Current Reports on Form 8-K filed by the Company with the Securities and Exchange Commission (the "SEC") on August 20, 2018 and on July 15, 2019 , which are incorporated herein by reference.

The shares of Common Stock to be issued in connection with the Warrant Exercise will be issued in a private placement pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated under the Securities Act ("Regulation D"), without general solicitation, made only to and with "accredited investors" as defined in Regulation D.

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