DESCRIPTION OF CAPITAL STOCK
Our authorized capital stock consists of 150,000,000 shares of common stock, $0.001 par value per share, and 5,000,000 shares of preferred
stock, $0.001 par value per share. As of March 31, 2018, we had 18,115,826 shares of common stock issued and outstanding, no shares of preferred stock issued and outstanding, and 3,096,143 shares of common stock potentially issuable pursuant to
outstanding stock options. As of March 31, 2018, there were 35 holders of record of our common stock. The actual number of stockholders is greater than this number of record holders and includes stockholders who are beneficial owners but whose
shares are held in street name by brokers and other nominees.
The following summary of certain provisions of our common and
preferred stock does not purport to be complete. You should refer to our certificate of incorporation, as amended and supplemented to date, and our
by-laws,
included as exhibits to our most recent Annual
Report on Form 10-K or incorporated by reference into this prospectus. The summary below is also qualified by provisions of applicable law.
Common
Stock
Voting rights
. Holders of our common stock are entitled to one vote per share held of record on all matters to be voted
upon by our stockholders. The election of directors by our stockholders is determined by a plurality of the votes cast by the stockholders entitled to vote on the election. Other matters subject to a vote by our stockholders are decided by the
affirmative vote of our stockholders having a majority in voting power of the votes cast by the stockholders present or represented and voting on such matter. Our common stock does not have cumulative voting rights.
Dividends
. Subject to preferences that may be applicable to the holders of any outstanding shares of our preferred stock, the holders
of our common stock are entitled to receive such lawful dividends as may be declared by our board of directors.
Liquidation and
dissolution
. In the event of our liquidation, dissolution or winding up, and subject to the rights of the holders of any outstanding shares of our preferred stock, the holders of shares of our common stock will be entitled to receive pro rata
all of our remaining assets available for distribution to our stockholders.
Other rights and restrictions
. Our certificate of
incorporation does not permit us to redeem shares of our common stock at our election, provide for a sinking fund with respect to our common stock or provide for the granting of preemptive rights to any stockholder. All outstanding shares are fully
paid and nonassessable.
Preferred Stock
Our board of directors is authorized, without stockholder approval, from time to time to issue up to 5,000,000 shares of preferred stock in one
or more series, each of the series to have such rights and preferences, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, as the board of directors may determine. The rights of the
holders of common stock will be subject to, and may be adversely affected by, the rights of holders of any preferred stock that we may issue in the future. The issuance of preferred stock, while providing desirable flexibility in connection with
possible acquisitions and other corporate purposes, could have the effect of making it more difficult for others to acquire, or of discouraging others from attempting to acquire, a majority of our outstanding voting stock. Currently, we have no
shares of preferred stock outstanding.
Options
As of March 31, 2018, options to purchase 3,096,143 shares of our common stock were outstanding under our equity compensation plans, at a
weighted average exercise price of $11.24 per share.
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