DESCRIPTION OF SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
The following is a brief description of the common stock, par value $0.001 per share (the Common Stock) of RTI Surgical Holdings, Inc. (RTI or the Company), which is the only security of the Company registered pursuant to Section 12 of the Securities Exchange Act of 1934.
Description of Common Stock
The following description of the terms of our Common Stock is not complete and is qualified in its entirety by reference to RTIs Amended and Restated Certificate of Incorporation (the Articles), Amended and Restated Bylaws (the Bylaws) and applicable Delaware law.
Authorized Capital Stock
The authorized capital stock of RTI consists of 150,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, par value $0.001 per share (the Preferred Stock). As of May 19, 2020, we had 74,564,450 shares of Common Stock and 50,000 shares of Preferred Stock currently outstanding.
Fully Paid and Nonassessable
All of the outstanding shares of the Common Stock are fully paid and nonassessable.
Holders of Common Stock are entitled to one vote per share on all matters to be voted upon by the stockholders. Holders of Common Stock are not entitled to cumulate votes for the election of directors.
Subject to preferences that may be applicable to any outstanding Preferred Stock, the holders of Common Stock are entitled to receive such dividends, if any, as may be declared from time to time by the members of the board of directors of RTI (the Board) out of funds legally available therefor.