DESCRIPTION OF CAPITAL
STOCK
The following description of our common stock and preferred
stock, together with the additional information we include in any
applicable prospectus supplements, summarizes the material terms
and provisions of the common stock and preferred stock that we may
offer under this prospectus. The following description of our
capital stock does not purport to be complete and is subject to,
and qualified in its entirety by, our certificate of incorporation
and bylaws, which are exhibits to the registration statement of
which this prospectus forms a part, and by applicable law. The
terms of our common stock and preferred stock may also be affected
by Delaware law.
Authorized Capital Stock
Our authorized capital stock consists of 150,000,000 shares of
common stock, par value $0.00001 per share, of which (x)
143,590,481 are designated as voting common stock, and (y)
6,409,519 are designated as non-voting common stock, and (ii)
10,000,000 shares of preferred stock, par value $0.00001 per share,
all of which are undesignated preferred stock. As of
September 30, 2020, we had 19,379,852 shares of voting common
stock outstanding, 4,675,615 shares of non-voting common stock outstanding and
no shares of preferred stock outstanding.
Common Stock
The holders of our common stock are entitled to one vote for each
share held on all matters submitted to a vote of the stockholders,
and the holders of our non-voting common stock are not
entitled to any votes per share of non-voting common stock. The holders of
our common stock do not have any cumulative voting rights. Holders
of our common stock and non-voting common stock are entitled to
receive ratably any dividends declared by our board of directors
out of funds legally available for that purpose, subject to any
preferential dividend rights of any outstanding preferred stock.
Our common stock and non-voting common stock have no
preemptive rights, conversion rights or other subscription rights
or redemption or sinking fund provisions.
In the event of our liquidation, dissolution or winding up, holders
of our common stock and non-voting common stock will be
entitled to share ratably in all assets remaining after payment of
all debts and other liabilities and any liquidation preference of
any outstanding preferred stock. All outstanding shares are fully
paid and nonassessable.
When we issue shares of common stock under this prospectus, the
shares will fully be paid and nonassessable and will not have, or
be subject to, any preemptive or similar rights.
Listing
Our common stock is listed on the Nasdaq Global Select Market under
the symbol “CABA.” On November 6, 2020, the closing price for
our common stock, as reported on the Nasdaq Global Select Market,
was $13.29 per share.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is American
Stock Transfer & Trust Company, LLC.
Undesignated Preferred Stock
Our board of directors is authorized to issue up to 10,000,000
shares of undesignated preferred stock in one or more series
without stockholder approval. Our board of directors may determine
the rights, preferences, privileges and restrictions, including
voting rights, dividend rights, conversion rights, redemption
privileges and liquidation preferences, of each series of preferred
stock.
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