DESCRIPTION OF CAPITAL STOCK
General
As of the date of this
prospectus, our authorized capital stock consists of 155,000,000 shares. Those shares consist of 150,000,000 shares of common stock, par value of $0.001 per share, and 5,000,000 shares of preferred stock, par value of $0.001 per share. As of
September 30, 2018, there were 4,901,095 shares of common stock issued and outstanding. In addition, as of September 30, 2018, we had reserved, pursuant to various plans, 1,294,091 shares of our common stock for issuance upon exercise of
stock options and settlement of restricted stock units by our employees, directors, officers and consultants, of which 665,585 were reserved for outstanding options, 15,156 were reserved for outstanding restricted stock units and 613,350 were
available for future equity grants.
As of September 30, 2018, there were warrants outstanding to purchase an aggregate of 3,173,764
shares of our common stock at a weighted-average exercise price of $8.57 per share. Our common stock is traded on The Nasdaq Capital Market under the symbol ACHV.
The following description summarizes the material terms of our capital stock. This summary is, however, subject to the provisions of our
certificate of incorporation and bylaws. For greater detail about our capital stock, please refer to our certificate of incorporation and bylaws.
Common Stock
Voting Rights
. For
all matters submitted to a vote of stockholders, each holder of our common stock is entitled to one vote for each share registered in his or her name. Except as may be required by law and in connection with some significant actions, such as mergers,
consolidations, or amendments to our certificate of incorporation that affect the rights of stockholders, holders of our common stock vote together as a single class. There is no cumulative voting in the election of our directors, which means that,
subject to any rights to elect directors that are granted to the holders of any class or series of preferred stock, a plurality of the votes cast at a meeting of stockholders at which a quorum is present is sufficient to elect a director.
Liquidation
. In the event we are liquidated, dissolved or our affairs are wound up, after we pay or make adequate provision for all of
our known debts and liabilities, each holder of our common stock will be entitled to share ratably in all assets that remain, subject to any rights that are granted to the holders of any class or series of preferred stock.
Dividends
. Subject to preferential dividend rights of any other class or series of stock, the holders of shares of our common stock are
entitled to receive dividends, including dividends of our stock, as and when declared by our board of directors, subject to any limitations imposed by law and to the rights of the holders, if any, of our preferred stock. We have never paid cash
dividends on our common stock. We do not anticipate paying periodic cash dividends on our common stock for the foreseeable future. Any future determination about the payment of dividends will be made at the discretion of our board of directors and
will depend upon our earnings, if any, capital requirements, operating and financial conditions and on such other factors as the board of directors deems relevant.
Other Rights and Restrictions
. Subject to the preferential rights of any other class or series of stock, all shares of our common stock
have equal dividend, distribution, liquidation and other rights, and have no preference, appraisal or exchange rights, except for any appraisal rights provided by Delaware law. Furthermore, holders of our common stock have no conversion, sinking
fund or redemption rights, or preemptive rights to subscribe for any of our securities. Our certificate of incorporation and our bylaws do not restrict the ability of a holder of our common stock to transfer his or her shares of our common stock.
The rights, powers, preferences and privileges of holders of our common stock are subject to, and may be adversely affected by, the
rights of holders of shares of any series of preferred stock which we may designate and issue in the future.
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