from the ICOS S3
The shares will be registered Sept 30
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Shares Eligible for Future Sale. Sales in the public market of substantial
amounts of the Company's Common Stock, including the sale of the Shares
offered hereby, or the perception that such sales could occur, could depress
prevailing market prices of the Common Stock. As of September 15, 1998, the
Company had 40,020,822 shares of Common Stock outstanding. In addition to the
up to 7,550,600 shares of Common Stock that may be offered and sold hereby by
the Selling Stockholders following the exercise of certain warrants, as of
September 15, 1998 the Company had granted options to purchase 6,488,955
shares of Common Stock. See "Selling Stockholders." Such warrants and options
generally have an exercise price that is substantially below the prevailing
market price of the Common Stock as of September 15, 1998, and the exercise of
such warrants and options and prompt resale of the Common Stock received may
result in downward pressure on the price of the Common Stock.
The Company is also obligated to issue in June 1999 additional warrants to
purchase up to an aggregate of approximately 7,600,000 shares of Common Stock
at an exercise price to be determined at the time but expected to be a 25%
premium to the then-prevailing market price of the Common Stock. The existence
of the currently outstanding warrants and options to purchase Common Stock,
and the obligation to issue such additional warrants, may negatively affect
the Company's ability to complete future equity financings at prices and on
terms acceptable to the Company.
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