DESCRIPTION OF CAPITAL STOCK
The following summary describes our capital stock and the material provisions of our amended and restated certificate of incorporation, as
amended (our certificate of incorporation), and our amended and restated bylaws, as amended (our bylaws), and certain provisions of the Delaware General Corporation Law. Because the following is only a summary, it does not
contain all of the information that may be important to you. For a complete description, you should refer to our certificate of incorporation and bylaws, copies of which are on file with the SEC. See Where You Can Find More Information.
General
Our certificate of
incorporation authorizes us to issue up to 200 million shares of common stock, par value $0.001 per share, and 10 million shares of preferred stock, par value $0.001 per share.
Common Stock
The holders of our common
stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders and are not entitled to cumulative votes with respect to the election of directors. The holders of common stock are entitled to receive
dividends ratably, if, as and when dividends are declared from time to time by our board of directors out of legally available funds, after payment of dividends required to be paid on outstanding preferred stock, if any. Any decision to declare and
pay dividends in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions and other factors that our board
of directors may deem relevant. Upon our liquidation, dissolution or winding up, the holders of common stock are entitled to share ratably in all assets that are legally available for distribution after payment of all debts and other liabilities,
subject to the prior rights of any holders of preferred stock then outstanding. The holders of common stock have no other preemptive, subscription, redemption, sinking fund or conversion rights. All outstanding shares of our common stock are fully
paid and nonassessable. The shares of common stock to be issued upon closing of an offering will also be fully paid and nonassessable. The rights, preferences and privileges of holders of common stock are subject to, and may be negatively impacted
by, the rights of the holders of shares of any series of preferred stock which we may designate and issue in the future.
As of
December 31, 2020, 103,699,109 shares of our common stock were outstanding.
As of December 31, 2020, options to purchase
6,500,669 shares of our common stock at a weighted average exercise price of $37.79 per share were outstanding.
As of December 31,
2020, 2,963,547 shares of our common stock were issuable upon the vesting of restricted stock units outstanding.
As of December 31,
2020, 1,041,098 shares of our common stock were issuable upon conversion of our 2.50% Convertible Senior Notes due 2021, 3,938,340 shares of our common stock were issuable upon the conversion of our 1.25% Convertible Senior Notes due 2025,
11,771,117 shares of our common stock were issuable upon the conversion of our 4.50% Convertible Senior Notes due 2024 (the Unrestricted 2024 Notes) and 9,219,170 shares of our common stock were issuable upon the conversion of our 4.50%
Convertible Senior Notes due 2024 (the Restricted 2024 Notes).
Transfer Agent and Registrar
Our transfer agent and registrar for our common stock is Continental Stock Transfer & Trust Company.
Listing
Our common stock is listed on
The Nasdaq Global Select Market under the symbol CLVS.
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