DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT
References to Translate Bio and the Company herein are, unless the context otherwise indicates, only to Translate Bio, Inc. and not to any of its subsidiaries.
The following description of the Companys capital stock is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Companys Restated Certificate of Incorporation (the Certificate of Incorporation) and the Companys Amended and Restated Bylaws (the Bylaws), each of which is incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.[X] is a part.
The Companys authorized capital stock consists of 200,000,000 shares of common stock, $0.001 par value per share (the Common Stock), and 10,000,000 shares of preferred stock, $0.001 par value per share (the Preferred Stock).
Holders of 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. Each election of directors by the Companys stockholders will be determined by a plurality of the votes cast by the stockholders entitled to vote on the election, and all other questions will be decided by a majority of the votes cast by stockholders entitled to vote thereon. Holders of Common Stock are entitled to receive proportionately any dividends as may be declared by the Companys board of directors, subject to any preferential dividend rights of outstanding Preferred Stock.
In the event of the Companys liquidation or dissolution, the holders of Common Stock are entitled to receive proportionately all assets available for distribution to stockholders after the payment of all debts and other liabilities and subject to the prior rights of any of the Companys outstanding Preferred Stock. Holders of Common Stock have no preemptive, subscription, redemption or conversion rights. 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 may be designated and issued in the future.
Under the terms of the Certificate of Incorporation, the Companys board of directors is authorized 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 Companys 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 Preferred Stock, while providing flexibility in connection with possible acquisitions, future financings and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or could discourage a third party from seeking to acquire, a majority of the Companys outstanding voting stock.