DESCRIPTION OF THE REGISTRANT’S SECURITIES
The following summary description of the Common Stock (as defined below) of Sigilon Therapeutics, Inc., or the Corporation, is based on the provisions of the Corporation’s fifth amended and restated certificate of incorporation (the “Amended and Restated Certificate”) and amended and restated by-laws (the “Amended and Restated By-laws”) and the applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”). This information is not complete and is qualified by reference to the provisions of the Amended and Restated Certificate, the Amended and Restated By-laws, and the DGCL. The Amended and Restated Certificate and Amended and Restated By-laws are filed as exhibits to the Annual Report on Form 10-K to which this Description of Securities is an exhibit.
The Amended and Restated Certificate authorizes the Corporation to issue 175,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”), and 25,000,000 shares of preferred stock, par value $0.001 per share. The Common Stock is registered under Section 12 of the Securities Exchange Act of 1934, as amended, and listed on the Nasdaq Global Select Market under the symbol “SGTX.”
Holders of the Common Stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders and do not have cumulative voting rights. An election of directors by the Corporation’s stockholders shall be determined by a plurality of the votes cast by the stockholders entitled to vote on the election. Holders of Common Stock are entitled to receive proportionately any dividends as may be declared by the board of directors, subject to any preferential dividend rights of any series of preferred stock that the Corporation may designate and issue in the future.
In the event of the Corporation’s liquidation or dissolution, the holders of Common Stock are entitled to receive proportionately, the Corporation’s net assets available for distribution to stockholders after the payment of all debts and other liabilities and subject to the prior rights of any outstanding preferred stock. Holders of Common Stock have no preemptive, subscription, redemption or conversion rights. Outstanding shares of Common Stock are validly issued, fully paid and nonassessable. The rights, preferences and privileges of 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 the Corporation may designate and issue in the future.
Under the terms of the Amended and Restated Certificate, the board of directors is authorized to direct the Corporation to issue shares of preferred stock in one or more series without stockholder approval. The board of directors has the discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock.
The purpose of authorizing the board of directors to issue preferred stock and determine its rights and preferences is to eliminate delays associated with a stockholder vote on specific issuances. The issuance of