We could be subject to securities
class action litigation.
In the past, securities
class action litigation has often been brought against a company following a decline in the market price of its securities. This
risk is especially relevant for us because biotechnology companies have experienced significant stock price volatility in recent
years. If we face such litigation, it could result in substantial costs and a diversion of management’s attention and resources,
which could harm our business.
Provisions in our amended and restated
certificate of incorporation, our amended and restated bylaws and Delaware law may have anti- takeover effects that could discourage
an acquisition of us by others, even if an acquisition would be beneficial to our stockholders, and may prevent attempts by our
stockholders to replace or remove our current management.
Our amended and restated
certificate of incorporation, amended and restated bylaws and Delaware law contain provisions that may have the effect of delaying
or preventing a change in control of us or changes in our management. Our amended and restated certificate of incorporation and
bylaws include provisions that:
||authorize “blank check” preferred stock, which could be issued by our Board of Directors without stockholder approval and may contain voting, liquidation, dividend and other rights superior to our Common Stock;|
||create a classified Board of Directors whose members serve staggered three-year terms;|
||specify that special meetings of our stockholders can be called only by our Board of Directors;|
||prohibit stockholder action by written consent;|
||establish an advance notice procedure for stockholder approvals to be brought before an annual meeting of our stockholders, including proposed nominations of persons for election to our Board of Directors;|
||provide that our directors may be removed only for cause;|
||provide that vacancies on our Board of Directors may be filled only by a majority of directors then in office, even though less than a quorum;|
||specify that no stockholder is permitted to cumulate votes at any election of directors;|
||expressly authorize our Board of Directors to modify, alter or repeal our amended and restated bylaws; and|
||require supermajority votes of the holders of our Common Stock to amend specified provisions of our amended and restated certificate of incorporation and amended and restated bylaws. |
These provisions, alone
or together, could delay or prevent hostile takeovers and changes in control or changes in our management.
In addition, because
we are incorporated in the State of Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation
Law, which limits the ability of stockholders owning in excess of 15% of our outstanding voting stock to merge or combine with
Any provision of our
amended and restated certificate of incorporation or amended and restated bylaws or Delaware law that has the effect of delaying
or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our
Common Stock, and could also affect the price that some investors are willing to pay for our Common Stock.
Our amended and restated
certificate of incorporation designates the Court of Chancery of the State of Delaware and federal court within the State of Delaware
as the exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit
our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
Our amended and restated
certificate of incorporation provides that, subject to limited exceptions, the Court of Chancery of the State of Delaware and federal
court within the State of Delaware will be exclusive forums for (1) any derivative action or proceeding brought on our behalf,
(2) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us
or our stockholders, (3) any action asserting a claim against us arising pursuant to any provision of the Delaware General Corporation
Law, our amended and restated certificate of incorporation or our amended and restated bylaws, or (4) any other action asserting
a claim against us that is governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any
interest in shares of our capital stock shall be deemed to have notice of and to have consented to the provisions of our amended
and restated certificate of incorporation described above. This choice of forum provision may limit a stockholder’s ability
to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees,
which may discourage such lawsuits against us and our directors, officers and employees. Alternatively, if a court were to find
these provisions of our amended and restated certificate of incorporation inapplicable to, or unenforceable in respect of, one
or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters
in other jurisdictions, which could adversely affect our business and financial condition.