DESCRIPTION OF CAPITAL STOCK OF GLAUKOS CORPORATION
References to “we,” “us” and “our” in this section refer to Glaukos Corporation.
The following is a summary of the rights of our common stock and preferred stock, and of certain provisions of our restated certificate of incorporation (our “certificate of incorporation”), our amended and restated bylaws (our “bylaws”), and certain provisions of applicable law. The following description is only a summary and is qualified by reference to our certificate of incorporation and our bylaws, copies of which are filed as exhibits to our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the Securities and Exchange Commission.
Our authorized capital stock consists of shares, all with a par value of $0.001 per share, of which:
· 150,000,000 shares are designated as common stock; and
· 5,000,000 shares are designated as preferred stock.
As of February 25, 2021, 45,814,180 shares of our common stock were issued and 45,786,180 shares of our common stock were outstanding, and no shares of our preferred stock were issued or outstanding.
The holders of our common stock are entitled to one vote per share on all matters to be voted on by our stockholders. Our certificate of incorporation prohibits cumulative voting in the election of directors. Our bylaws provide for a plurality voting standard for the election of directors. Our certificate of incorporation includes certain supermajority voting provisions relating to the removal of directors, certain amendments to our certificate of incorporation and certain amendments to our bylaws.
Subject to preferences that may be applicable to any then outstanding preferred stock, holders of 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.
In the event of our liquidation, dissolution or winding up, holders of 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, subscription or other 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.
Fully Paid and Nonassessable
All of our outstanding shares of common stock are fully paid and nonassessable.