Preferred Stock
Our board of directors has the authority, without further action by our stockholders, to issue up to 5,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof. These rights, preferences and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting, or the designation of, such series, any or all of which may be greater than the rights of common stock. The issuance of our preferred stock could adversely affect the voting power of holders of common stock and the likelihood that such holders will receive dividend payments and payments upon our liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring or preventing a change in control of our company or other corporate action. No shares of preferred stock are outstanding, and we have no present plan to issue any shares of preferred stock.
Registration Rights
Based on the number of shares outstanding as of December 31, 2016, under our amended and restated investor rights agreement, the holders of approximately 5.6 million shares of common stock, or their transferees have the right to require us to register their shares under the Securities Act of 1933, as amended, or the Securities Act, so that those shares may be publicly resold, or to include their shares in any registration statement we file, in each case as described below.
Demand Registration Rights
Based on the number of shares outstanding as of December 31, 2016, the holders of approximately 5.6 million shares of our common stock, or their transferees, will be entitled to certain demand registration rights. The holders of at least 25% of these shares can, on not more than two occasions, request that we register all or a portion of their shares.
Piggyback Registration Rights
Based on the number of shares outstanding as of December 31, 2016, in the event that we determine to register any of our securities under the Securities Act (subject to certain exceptions), either for our own account or for the account of other security holders, the holders of approximately 5.6 million shares of our common stock, or their transferees, will be entitled to certain “piggyback” registration rights allowing the holders to include their shares in such registration, subject to certain marketing and other limitations. As a result, whenever we propose to file a registration statement under the Securities Act, other than with respect to a registration related to employee benefit plans, the offer and sale of debt securities, or corporate reorganizations or certain other transactions, the holders of these shares are entitled to notice of the registration and have the right, subject to limitations that the underwriters may impose on the number of shares included in the registration, to include their shares in the registration. In an underwritten offering, the managing underwriter, if any, has the right, subject to specified conditions, to limit the number of shares such holders may include.
FormS-3 Registration Rights
Based on the number of shares outstanding as of December 31, 2016, the holders of approximately 5.6 million shares of our common stock, or their transferees, are entitled to certain FormS-3 registration rights. The holders of these shares can make a written request that we register their shares on FormS-3 if we are eligible to file a registration statement on FormS-3 and if the aggregate price to the public of the shares offered is at least $1.0 million. These stockholders may make an unlimited number of requests for registration on FormS-3. In addition, to fulfill our obligation to file a FormS-3 registration statement on behalf of the holders of 22,016,121 million shares of our common stock, including shares issuable upon exercise of warrants, on July 13, 2015 and August 11, 2016, we filed registration statements on FormS-3 (File Nos.333-205630 and333-213085) for the resale of an aggregate of 22,016,121 shares of our common stock.
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