EFTA01381329.pdf

Form S-I Table of Controls otherwise transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for our common stock (including, without limitation, common stock or such other securities which may be deemed to be beneficially owned by such direstors, executive officers, managers and members in accordance with the rules and regulations of the SEC and securities which may be issued upon exercise of a stock option or warrant). (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the common stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of common stock or such other securities, in cash or otherwise, or (3) make any demand for or exercise any right with respect to the registration of any shares of our common stock or any security convertible into or exercisable or exchangeable for our common stock, other than the shares sold or issued in this offering. Listing We have applied to have our common stock approved for listing on NASDAQ under the symbol "BUFF." Price Stabilization and Short Positions In connection with this offering. the underwriters may engage in stabilizing transactions, which involves making bids for, purchasing and selling shares of common stock in the open market for the purpose of preventing or retarding a decline in the market price of the common stock while this offering is in progress. These stabilizing transactions may include making short sales of the common stock, which involves the sale by the underwriters of a greater number of shares of common stock than they are required to purchase in this offering, and purchasing shares of common stock on the open market to cover positions created by tort sales. Short sales may be "covered" shorts, which are tort positions in an amount not greater than the underwriters' over-allotment option referral to above, or may be "naked" shorts, which arc short positions in excess of that amount. The underwriters may close out any covered short position either by exercising their over-allotment option. in whole or in part, or by purchasing shams in the open market. in making this determination, the underwriters will consider. among other things. the price of shares available for purchase in the open market compared to the price at which the underwriters may purchase shares through the over-allotment option. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market that may adversely affect investors who purchase in this offering. To the extent that the underwriters create a naked short position. they will purchase shares in the open market to cover• the position. The underwriters have advised us that, pursuant to Regulation M of the Securities Act, they may also engage in other activities that stabilize, maintain or otherwise affect the price of the common stock, including the imposition of penalty bids. This means that if the representatives of the underwriters purchase common stock in the opal market in stabilizing transactions or to cover short sales, the representatives can require the underwriters that sold those shares as part of this offering to repay the underwriting discount received by them. These activities may have the effect of raising or maintaining the market price of the common stock or preventing or retarding a decline in the market price of the common stock, and, as a asult, the price of the common stock may be higher than the price that otherwise might exist in the open market. If the underwriters commence these activities, they may discontinue them at any time. The underwriters may cant' out these transactions on NASDAQ, in the over-the-counter market or otherwise. New Issue of Securities Prior to this offering, there has been no public market for our common stock. The initial public offering price will be determinesd by negotiations between us and the representatives of the underwriters. in determining the initial public offering price. we and the representatives of the underwriters expect to consider a number of factors including: • the information set forth in this prospectus and otherwise available to the representatives; 131 http/Avvew.sec.gov/Archivasfedgar/datart 609989/000119312515218883/d734898dsl.htm17/20/2015 10:30:13 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0080218 CONFIDENTIAL SDNY GM_00228402 EFTA01381329