Transfer Agent and Registrar
American Stock Transfer & Trust Company is our transfer agent and registrar.
Description of Preferred Stock
Our Restated Certificate of Incorporation authorizes our Board of Directors, without further stockholder action, to provide for the issuance of up to 1,000,000 shares of preferred stock, in one or more series and to fix the designations, powers, preferences and rights of the shares of each such series and the qualifications, limitations and restrictions therefor, without further vote or action by the stockholders. We may amend from time to time our Restated Certificate of Incorporation to increase the number of authorized shares of preferred stock. Any such amendment would require the approval of the holders of a majority of the voting power of the shares entitled to vote thereon. As of the date of this prospectus, there were no shares of preferred stock outstanding.
The particular terms of any series of preferred stock being offered by us under this shelf registration statement will be described in the prospectus supplement relating to that series of preferred stock. Those terms may include:
•
the number of shares within each series and the distinctive designation of that series;
•
the dividend rate, if any, on each series, whether dividends shall be cumulative and if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of each series;
•
whether each series shall have voting rights, in addition to the voting rights provided by law, and if so, the terms of the voting rights;
•
whether each series shall have series shall have conversion privileges, and, if so, the terms and conditions related thereto;
•
whether or not the shares of each series shall be redeemable, and if so, the terms and conditions of such redemption;
•
whether each series shall have a sinking fund for the redemption or purchase of shares of that series, and if so, the terms and amount of such sinking fund;
•
the rights of the shares of each series in the event of voluntary or involuntary liquidation, dissolution or winding up of our company, and the relative rights of priority, if any, of payment of shares of each series; and
•
any other relative rights, preferences and limitations of each series.
The preferred stock will, when issued, be fully paid and non-assessable.
Description of Warrants
As of June 20, 2019, we had outstanding common stock warrants exercisable for 5,475,842 shares of common stock, at a weighted average exercise price of $1.75 per share.
We may issue warrants for the purchase of shares of our common stock or preferred stock. Warrants may be issued independently or together with the shares of common stock or preferred stock offered by any prospectus supplement to this prospectus and may be attached to or separate from such shares. Further terms of the warrants will be set forth in the applicable prospectus supplement.
The applicable prospectus supplement will describe the terms of the warrants in respect of which this prospectus is being delivered, including, where applicable, the following:
•
the title of such warrants;
•
the aggregate number of such warrants;
•
the price or prices at which such warrants will be issued;