Description of Capital Stock of MEI Pharma, Inc.
The following is a description of the capital stock of MEI Pharma, Inc. (the Company). The common shares, par value $0.00000002 per share (the Common Shares), of the Company are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act); while the preferred shares, par value $0.01 per share (the Preferred Shares), and warrants to purchase Common Shares of the Company are not so registered. This description does not describe every aspect of the Companys capital stock and is subject to, and qualified in its entirety by reference to, the provisions of the Companys Amended and Restated Certificate of Incorporation and the Companys Second Amended and Restated By-laws, each as currently in effect, each of which is incorporated by reference as an exhibit to the Annual Report on Form 10-K for the fiscal year ended June 30, 2020, of the Company, to which this Description of Capital Stock is filed as Exhibit 4.3. This description is qualified in its entirety by reference to the provisions of the Companys Amended and Restated Certificate of Incorporation, the Companys Second Amended and Restated By-laws and applicable provisions of Delaware law.
Authorized Capital Stock
Under the Companys Amended and Restated Certificate of Incorporation, the Companys total authorized share capital is 226,100,000 shares consisting of 226,000,000 shares of common stock, $0.00000002 par value per share, and 100,000 shares of preferred stock, $0.01 par value per share. As of September 3, 2020, 112,522,001 shares of the Companys common stock and no shares of preferred stock are issued and outstanding.
The holders of common stock are entitled to one vote per share. In the event of a liquidation, dissolution or winding up of the Companys affairs, holders of the common stock will be entitled to share ratably in all of the Companys assets that are remaining after payment of the Companys liabilities and the liquidation preference of any outstanding shares of preferred stock. All outstanding shares of common stock are fully paid and non-assessable. The rights, preferences and privileges of holders of common stock are subject to any series of preferred stock that we have issued or that we may issue in the future. The holders of common stock have no preemptive rights and are not subject to future calls or assessments by the Company.
The board has the authority to issue up to 100,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions in respect of that preferred stock, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption (including sinking fund provisions), redemption prices and liquidation preferences, and the number of shares constituting such series and the designation of any such series, without future vote or action by the shareholders. Therefore, the board of directors, without the approval of the shareholders, could authorize the issue of preferred stock with voting, conversion and other rights that could affect the voting power, dividend and other rights of the holders of shares or that could have the effect of delaying, deferring or preventing a change of control.
The Company may issue warrants to purchase the Companys common stock or preferred stock. Warrants may be issued independently or together with any other securities and may be attached to, or separate from, such securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between the Company and a warrant agent. The terms of any warrants to be issued and a description of the material provisions of the applicable warrant agreement will be set forth in applicable filings with the Securities and Exchange Commission. The number of shares of the Companys common stock to be received upon the exercise of each warrant may be adjusted from time to time upon the occurrence of certain events, including but not limited to the payment of a dividend or other distribution in respect of common stock, subdivisions, reclassifications or combinations of the Companys common stock. The securities receivable upon exercise of each warrant may be adjusted in the event of any reorganization, consolidation, merger, liquidation or similar event.
Holders of the warrants may only exercise their warrants for the purchase of shares of common stock if a registration statement and current prospectus relating to these shares is then in effect and only if the shares are qualified for sale, or deemed to be exempt from qualification under applicable state securities laws.