Description of Common Stock Registered Pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended.
The following is a description of the capital stock of CASI Pharmaceuticals, Inc. (the “Company”). This description is based on the Company’s Restated Certificate of Incorporation (“Certificate of Incorporation”), the Company’s Amended and Restated By-laws (“By-laws”), and certain provisions of the Delaware General Corporation Law (“DGCL”). This description is a summary and is qualified in its entirety by reference to the Certificate of Incorporation and the By-laws.
Authorized Shares of Capital Stock
The Company is authorized to issue 255,000,000 shares of capital stock consisting of:
|●||250,000,000 shares of common stock, $.01 par value per share (the “Common Stock”), and|
|●||5,000,000 shares of preferred stock, $1.00 par value per share (“Preferred Stock”).|
As of December 31, 2019, the Company had one class of securities, Common Stock, registered under Section 12 of the Securities Exchange Act of 1934, as amended.
Common Stock Outstanding. The outstanding shares of the Common Stock are duly authorized, validly issued, fully paid and nonassessable.
Voting Rights. Each holder of shares of Common Stock is entitled to one vote for each share held of record on the applicable record date on all matters submitted to a vote of stockholders.
Dividend Rights. Subject to any preferential dividend rights granted to the holders of any shares of the Preferred Stock that may at the time be outstanding, holders of the Common Stock are entitled to receive dividends when, as and if declared from time to time by the Company’s board of directors out of funds legally available therefor.
Rights upon Liquidation. Subject to any preferential liquidation rights granted to the holders of any shares of the Preferred Stock that may at the time be outstanding, holders of the Common Stock are entitled to share pro rata, upon any liquidation or dissolution of the Company, in all remaining assets available for distribution to stockholders after payment of or provision for the Company’s liabilities.
Other Rights. Holders of Common Stock have no preemptive, subscription, redemption or conversion rights. The rights, preferences and privileges of holders of the 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 the Company may designate and issue in the future.
Listing. The Company’s Common Stock is listed on the Nasdaq Capital Market under the symbol “CASI.”
Transfer Agent. The Company’s transfer agent is American Stock Transfer and Trust Company.
Anti-Takeover Effects of Certain Provisions of the Certificate of Incorporation and By-laws
The Certificate of Incorporation and By-laws contain certain provisions that could have the effect of delaying, deterring or preventing another party from acquiring control of the Company. These provisions and certain provisions of Delaware law, which are summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed, in part, to encourage persons seeking to acquire control of the Company to negotiate first with our board of directors. The Company believes that the benefits of