DESCRIPTION OF CAPITAL
STOCK
The following description of the terms of our capital stock and
warrants is not complete and is qualified in its entirety by
reference to our Restated Certificate of Incorporation, as amended
(the “Certificate of Incorporation”), our Amended and Restated
Bylaws (the “Bylaws”) and the warrant agreement, all of which are
attached as exhibits to our Annual Report on Form 10-K.
Capital Stock
Authorized Capitalization
General
The total amount of our authorized capital stock consists of
1,000,000,000 shares of common stock, par value $0.0001 per share,
and 100,000,000 shares of preferred stock, par value $0.0001 per
share.
Preferred Stock
Our board of directors (the “Board”) has authority to issue shares
of preferred stock in one or more series, to fix for each such
series such voting powers, designations, preferences,
qualifications, limitations or restrictions thereof, including
dividend rights, conversion rights, redemption privileges and
liquidation preferences for the issue of such series all to the
fullest extent permitted by the Delaware General Corporation Law
(“DGCL”). The issuance of preferred stock could have the effect of
decreasing the trading price of our common stock, restricting
dividends on our capital stock, diluting the voting power of our
common stock, impairing the liquidation rights of our capital
stock, or delaying or preventing a change in control of our
company.
We will fix the designations, voting powers, preferences and rights
of the preferred stock of each series, as well as the
qualifications, limitations or restrictions thereof, in the
certificate of designation relating to that series. We will file as
an exhibit to the registration statement of which this prospectus
is a part, or will incorporate by reference from reports that we
file with the SEC, the form of any certificate of designation that
describes the terms of the series of preferred stock we are
offering before the issuance of that series of preferred stock.
This description will include all of the terms:
The DGCL provides that the holders of preferred stock will have the
right to vote separately as a class (or, in some cases, as a
series) on an amendment to our certificate of incorporation if the
amendment would change the par value or, unless the certificate of
incorporation provided otherwise, the number of authorized shares
of the class or change the powers, preferences or special rights of
the class or series so as to adversely affect the class or series,
as the case may be. This right is in addition to any voting rights
that may be provided for in the applicable certificate of
designation.
Common Stock
Our common stock does not entitle its holders to preemptive or
other similar subscription rights to purchase any of our
securities. Our common stock is neither convertible nor redeemable.
Unless our Board determines otherwise, we will issue all of our
capital stock in uncertificated form.
Voting Rights
Each holder of our common stock is entitled to one vote per share
on each matter submitted to a vote of stockholders, as provided by
the Certificate of Incorporation. The Bylaws provide that the
holders of a majority of the capital stock issued and outstanding
and entitled to vote thereat, present in person, or by remote
communication, if applicable, or represented by proxy, will
constitute a quorum at all meetings of the stockholders for the
transaction of business. When a quorum is present, the affirmative
vote of a majority of the
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