This prospectus also relates to the possible
resale from time to time by Hercules Capital, Inc., whom we refer to in this prospectus as the “selling shareholder,”
of up to 241,117 of our common shares. Such common shares may be acquired by the selling shareholder from us in private placement
transactions exempt from registration under the Securities Act, upon exercise of a warrant to purchase common shares. We issued
such warrants to the selling shareholder in a private placement transaction in connection with our entering into a term loan facility
with the selling shareholder.
If the selling shareholder offers common
shares in any future offering, an applicable prospectus supplement may set forth the nature of any position, office or other material
relationship which the selling shareholder has had with the Company or any of its predecessors or affiliates during the three years
prior to the date of the applicable prospectus supplement, the number of our common shares owned by the selling shareholder before
and after the offering and the number of our common shares to be offered by the selling shareholder.
We will pay the fees and the expenses incurred
in effecting the registration of the common shares covered by this prospectus, including, without limitation, all registration
and filing fees, fees and expenses of our counsel and accountants and fees and expenses of selling shareholder’ counsel.
The selling shareholder will pay any underwriting or broker discounts and any commissions incurred by the selling shareholder in
selling its common shares.
The selling shareholder may sell or transfer
all or a portion of its common shares pursuant to any available exemption from the registration requirements of the Securities