Rights and Preferences
Holders of our common stock have no preemptive, conversion, subscription or other rights, and there are no redemption or sinking fund
provisions applicable to our common stock. 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 our preferred stock that we may
designate in the future.
Preferred Stock
Our board of directors has the authority, without further action by our stockholders, to issue up to 10,000,000 shares of preferred stock in
one or more series and to fix the rights, preferences, privileges and restrictions thereof. These rights, preferences and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences,
sinking fund terms and the number of shares constituting, or the designation of, such series, any or all of which may be greater than the rights of our common stock. The issuance of our preferred stock could adversely affect the voting power of
holders of common stock and the likelihood that such holders will receive dividend payments and payments upon our liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring or preventing a change in
control of our company or other corporate action.
Registration Rights
Under our amended and restated investors rights agreement, as of December 31, 2021 the holders of approximately 10.7 million
shares of common stock, or their transferees, have the right to require us to register their shares under the Securities Act so that those shares may be publicly resold, and the holders of approximately 10.7 million shares of common stock, or
their transferees, have the right to include their shares in any registration statement we file, in each case as described below.
Demand
Registration Rights
Based on the number of shares outstanding as of December 31, 2021, the holders of approximately
10.7 million shares of our common stock, or their transferees, are entitled to certain demand registration rights. The holders of at least 50% of these shares can, on not more than two occasions, request that we register all or a portion
of their shares if the aggregate price to the public of the shares offered is at least $10.0 million (before deductions of underwriters commissions and expenses).
Piggyback Registration Rights
Based on the number of shares outstanding as of December 31, 2021, in the event that we determine to register any of our securities under
the Securities Act (subject to certain exceptions), either for our own account or for the account of other security holders, the holders of approximately 10.7 million shares of our common stock, or their transferees, are entitled to certain
piggyback registration rights allowing the holders to include their shares in such registration, subject to certain marketing and other limitations. As a result, whenever we propose to file a registration statement under the
Securities Act, other than with respect to a registration related to employee benefit plans, the offer and sale of debt securities, or corporate reorganizations or certain other transactions, the holders of these shares are entitled to notice of the
registration and have the right, subject to limitations that the underwriters may impose on the number of shares included in the registration, to include their shares in the registration. In an underwritten offering, the managing underwriter, if
any, has the right, subject to specified conditions, to exclude or limit the number of shares such holders may include.
Form S-3 Registration Rights
Based on the number of shares outstanding as of
December 31, 2021, the holders of approximately 10.7 million shares of our common stock, or their transferees, are entitled to certain Form S-3 registration rights.
8