Table of Contents
DESCRIPTION OF CAPITAL STOCK
The following description of our capital stock and provisions of our amended and restated certificate of incorporation, amended and
restated bylaws and investors' rights agreement are summaries and are qualified by reference to the amended and restated certificate of incorporation and amended and restated bylaws that will become
effective upon the closing of this offering as well as to those provisions of the investors rights' agreement that will remain in effect following the closing. We have filed copies of these documents
with the SEC as exhibits to our registration statement of which this prospectus forms a part. The description of our capital stock reflects changes to our capital structure that will occur upon
the closing of this offering. Currently, there is no established public trading market for our common stock.
As of September 30, 2014, we had issued and outstanding:
- 241,559 shares of our common stock;
- 120,318,776 shares of our convertible preferred stock that will automatically convert into 9,103,815 shares of our common
stock upon the closing of this offering;
- warrants to purchase a total of 659,806 shares of our common stock with a weighted-average exercise price of $4.60 per
share that we expect to be exercised immediately prior to the closing of this offering; and
- options to purchase a total of 1,133,052 shares of our common stock with a weighted-average exercise price of $3.45 per
As of September 30, 2014, we had outstanding 9,345,374 shares of common stock held of record by 86 shareholders, assuming the conversion of 120,318,776 shares of preferred
stock outstanding as of September 30, 2014 into shares of our common stock, and excluding the exercise of warrants to purchase an aggregate of 659,806 shares outstanding as of
September 30, 2014 into shares of our common stock.
Voting Rights. Each holder of our common stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including
the election of directors. Our stockholders do not
have cumulative voting rights in the election of directors. An election of directors by our stockholders shall be determined by a plurality of votes cast by the stockholders entitled to vote on the
Dividends. Subject to preferences that may be applicable to any then outstanding preferred stock, holders of our common stock are entitled to receive
dividends, if any, as may be declared from time to time by our board of directors out of legally available funds.
Liquidation. In the event of our liquidation, dissolution or winding up, holders of our common stock will be entitled to share ratably in the net assets
legally available for distribution to stockholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then
outstanding shares of preferred stock.
Rights and Preferences. Holders of common stock have no preemptive, conversion or subscription rights and there are no redemption or sinking fund
provisions applicable to the common stock. The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares
of any series of preferred stock that we may designate in the future.
Immediately prior to this offering, our certificate of incorporation provided for five series of preferred stock. As of
September 30, 2014, we had outstanding an aggregate of 120,318,776 shares of preferred stock held of record by 78 stockholders.