DESCRIPTION OF SECURITIES SELLING STOCKHOLDER MAY OFFER
This prospectus relates to the resale of up to an aggregate of 3,656,307 shares of our common stock, par value $0.001 per share, by the
Selling Stockholder identified in this prospectus. The following information describes our common stock and preferred stock, as well as certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws. This
description is only a summary. You should also refer to our amended and restated certificate of incorporation and amended and restated bylaws, which have been filed with the SEC as exhibits to our registration statement, of which this prospectus
forms a part.
General
Our
authorized capital stock consists of 100,000,000 shares of common stock, with a $0.001 par value per share, and 10,000,000 shares of preferred stock, with a $0.01 par value per share, all of which shares of preferred stock are
undesignated. Our board of directors may establish the rights and preferences of the preferred stock from time to time. As of January 29, 2021, there were 48,680,867 shares of common stock issued and outstanding, held of record by 14
stockholders, including shares of our common stock purchased by the Selling Stockholder in connection with the Private Placement, although we believe that there may be a significantly larger number of beneficial owners of our common stock. We
derived the number of stockholders by reviewing the listing of outstanding common stock recorded by our transfer agent as of January 29, 2021.
Common Stock
The holders of common stock
are entitled to one vote per share on all matters to be voted upon by the stockholders. The holders of common stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by the board of directors out of funds
legally available, subject to preferences that may be applicable to preferred stock, if any, then outstanding. In the event of a liquidation, dissolution or winding up of our company, the holders of common stock are entitled to share ratably in all
assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding. The common stock has no preemptive or conversion rights or other subscription rights. There are no redemption or
sinking fund provisions applicable to the common stock. All outstanding shares of common stock are fully paid and non-assessable.
The rights, preferences and privileges of the holders of our common stock are subject to, and may be adversely affected by, the rights of the
holders of shares of any series of preferred stock that we may designate and issue in the future.
Our common stock is listed on the
Nasdaq Capital Market under the symbol MNOV. The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company, LLC. Its address is 6201 15th Avenue, Brooklyn, New York 11219, and its
telephone number is (718) 921-8200
Preferred Stock
Under the terms of our restated certificate of incorporation, our board of directors is authorized to issue shares of preferred stock in one or
more series without stockholder approval. Our board of directors has the discretion to 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. There are no restrictions presently on the repurchase or redemption of any shares of our preferred stock.
The issuance of preferred stock will affect, and may adversely affect, the rights of holders of common stock. It is not possible to state the
actual effect of the issuance of any shares of preferred stock on the rights of holders
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