DESCRIPTION OF CAPITAL STOCK WE MAY OFFER
General
Our authorized capital stock
consists of 300,000,000 shares of common stock, par value $0.001 per share, and 5,000,000 shares of preferred stock, par value $0.001 per share.
The following description of our common stock and preferred stock, together with the additional information included in any applicable
prospectus supplements or related free writing prospectuses, summarizes the material terms and provisions of these types of securities, but it is not complete. For the complete terms of our common stock and preferred stock, please refer to our
restated certificate of incorporation and our third amended and restated bylaws that are incorporated by reference into the Registration Statement which includes this prospectus and, with respect to preferred stock, any certificate of designation
that we may file with the SEC for a series of preferred stock we may designate, if any.
We will describe in a prospectus supplement or
related free writing prospectuses, the specific terms of any common stock or preferred stock we may offer pursuant to this prospectus. If indicated in a prospectus supplement, the terms of such common stock or preferred stock may differ from the
terms described below.
Common Stock
As of May 4, 2020, there were 116,468,472 shares of common stock outstanding. 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 the stockholders. The holders of common stock are not entitled to cumulative voting rights with respect to the election of directors, and as a consequence, minority stockholders will
not be able to elect directors on the basis of their votes alone.
Subject to preferences that may be applicable to any then outstanding
shares of preferred stock, holders of common stock are entitled to receive ratably such dividends as may be declared by the board of directors out of funds legally available therefor. In the event of a liquidation, dissolution or winding up of us,
holders of the common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preferences of any then outstanding shares of preferred stock. Holders of common stock have no preemptive rights and
no right to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable to our common stock. All outstanding shares of common stock are, and all shares of common stock to be issued under this
prospectus will be, fully paid and non-assessable. The rights, preferences and privileges of holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of shares of
any of our outstanding preferred stock.
Listing
Our common stock is listed under the symbol SPPI on the NASDAQ.
Transfer Agent and Registrar
The
transfer agent and registrar for our common stock is Computershare Trust Company, N.A.
Dividends
We have not declared any cash dividends on our common stock since 2012 and we do not anticipate paying any cash dividends on our common stock
in the foreseeable future.
Stockholder Rights Agreement
On November 29, 2010, our board of directors approved a stockholder rights agreement, effective December 13, 2010, or the Stockholder
Rights Agreement. A stockholder rights agreement is designed to deter
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