DESCRIPTION OF CAPITAL STOCK
The following description of our capital stock and provisions of our certificate of incorporation, and amended and restated bylaws, or bylaws, are
summaries. You should also refer to our certificate of incorporation and the bylaws, which are filed as exhibits to the registration statement of which this prospectus is part.
General
As of the date of this prospectus, our
authorized capital stock consists of 450,000,000 shares, comprised of 420,000,000 shares of common stock, par value $0.001 per share, and 30,000,000 shares of preferred stock, par value $0.001 per share. As of August 29, 2022, there were 216,200,792
shares of common stock and no shares of preferred stock issued and outstanding. Our common stock is traded on the Nasdaq Global Select Market under the symbol TCRT.
Common Stock
Voting Rights. The holders of our
common stock are entitled to one vote for each outstanding share of common stock owned by such stockholder on every matter properly submitted to the stockholders for their vote. Stockholders are not entitled to vote cumulatively for the election of
directors. Because of this, the holders of a majority of the shares of common stock entitled to vote in any election of directors can elect all of the directors standing for election, if they should so choose. At any meeting of the stockholders, a
quorum as to any matter shall consist of the holders of a majority of the votes entitled to be cast on the matter, except where a larger quorum is required by law, by our certificate of incorporation or by our bylaws.
Dividend Rights. Holders of our common stock are entitled to receive ratably dividends and other distributions of cash or any other right or property
as may be declared by our board of directors out of our assets or funds legally available for such dividends or distributions. The dividend rights of holders of common stock are subject to the dividend rights of the holders of any series of
preferred stock that may be issued and outstanding from time to time.
Liquidation Rights. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of our affairs, holders of our common stock would be entitled to share ratably in our assets that are legally available for distribution to stockholders after payment of liabilities. If we have any preferred
stock outstanding at such time, the holders of such preferred stock may be entitled to distribution and/or liquidation preferences that require us to pay the applicable distribution to the holders of preferred stock before paying distributions to
the holders of common stock.
Rights and Preferences. Holders of our common stock have no preemptive, conversion or subscription rights, and there
are no redemption or sinking fund provisions applicable to our common stock. The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of
our preferred stock that we may designate and issue in the future.
The transfer agent and registrar for our common stock is American Stock
Transfer & Trust Company.
See Certain Provisions of Delaware Law, the Certificate of Incorporation and Bylaws for a
description of provisions in our certificate of incorporation and bylaws which may have the effect of delaying, deferring or preventing changes in control.
Preferred Stock
Pursuant to our certificate of
incorporation, our board of directors has the authority, without stockholder approval, subject to limitations prescribed by law, to provide for the issuance of up to 30,000,000 shares of
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