October 2012 Underwritten Offering

On October 29, 2012, the Company completed an underwritten public offering of 13,333,333 shares of its common stock, at a public offering price of $3.00 per share. In addition, the Company has granted the underwriters a 30-day option to purchase up to an additional 1,999,999 shares of common stock on the same terms and conditions, solely to cover over-allotments, if any. Total gross proceeds from the offering were approximately $40.0 million, before deducting underwriting discounts and commissions and estimated offering expenses totaling approximately $3.1 million.

Section 382 Ownership Change

Based on the Company's analysis under Section 382 (which subjects the amount of pre-change net operating loss carry-forwards ("NOLs") and certain other pre-change tax attributes that can be utilized to an annual limitation), the Company has experienced a subsequent ownership change as a result of its October of 2012 underwritten public offering, which would substantially limit the use of its NOLs and other tax attributes per year.