Attached files
Exhibit
4.1
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
Cellular
Biomedicine Group, Inc. (“CBMG,” the
“Company,” “we,” “us” or
“our”) has one class of securities registered under
Section 12 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”): our common stock, par value $0.001 per
share (the “common stock”).
DESCRIPTION OF COMMON STOCK
General
Our
authorized common stock consists of 300,000,000 shares of common
stock and 50,000,000 shares of preferred stock, par value $0.001
per share.
Our
common stock is listed on the Nasdaq Global Market under the symbol
“CBMG.” All outstanding shares of common stock are of
the same class and have equal rights and attributes.
The
following description of the terms of our common stock is not
complete and is qualified in its entirety by reference to our
certificate of incorporation (“Certificate of
Incorporation”), our amended and restated bylaws
(“Bylaws”), each of which is incorporated by reference
as an exhibit to the Annual Report on Form 10-K of which this
exhibit is a part.
Voting Rights
Holders
of the common stock are entitled to one vote per share in all
matters as to which holders of common stock are entitled to vote.
Holders of not less than a majority of the outstanding shares of
common stock entitled to vote at any meeting of stockholders
constitute a quorum unless otherwise required by law. When a quorum
is present at any meeting of the stockholders, any action by the
stockholders on a matter except the election of directors, is
approved if approved by the majority of the votes
cast.
Election of Directors
Our Board of
Directors (“Board”) is divided into three classes, each
of which will generally serve for a term of three years with only
one class of directors being elected in each year. At any meeting
for the election of directors at which a quorum is present, each
nominee for director in an uncontested is elected by the majority
of the votes cast with respect to that nominee’s election,
and each nominee for director in a contested is elected by a
plurality of the votes cast. The common stock has no cumulative
voting rights, including with respect to the election of
directors.
Dividend and Liquidation Rights
Holders
of the common stock may receive dividends when, as and if declared
by our Board of Directors out of the assets legally available for
that purpose and subject to the preferential dividend rights of any
other classes or series of stock of our Company. In the event of
any liquidation, dissolution or winding up of the Company, holders
of the common stock have the right to receive ratably and equally
all of the assets remaining after payment of liabilities and
liquidation preferences of any preferred stock then
outstanding.
Other Rights
The
common stock is not redeemable or convertible and does not have any
sinking fund provisions. Holders of the common stock do not have
preemptive rights. Our common stock is not liable to calls or to
assessment or for liabilities imposed on our stockholders under
state statutes.
Preferred Stock
The
Board has the authority, without any further action by
stockholders, to issue 50,000,000 shares of preferred stock in one
or more series with voting powers, full or limited, or no voting
powers, and such designations, preferences, limitations or
restrictions as the Board may determine from time to time. Any
preferred stock terms selected by the Board could decrease the
amount of earnings and assets available for distribution to holders
of our common stock or adversely affect the rights and power,
including voting rights, of the holders of our common stock without
any further vote or action by the stockholders. The rights of
holders of our common stock will be subject to, and may be
adversely affected by, the rights of the holders of any preferred
stock that may be issued by us in the future. The issuance of
preferred stock could also have the effect of delaying or
preventing a change in control of our company or make removal of
management more difficult. There are no shares of preferred stock
outstanding.
Anti-Takeover Provisions
Our
Bylaws include a number of provisions that may have the effect of
discouraging persons from pursuing non-negotiated takeover
attempts. These provisions include:
●
a classified
Board;
●
a requirement that
directors may only be removed for cause and only by an affirmative
vote of the holders of 66 2/3 percent of the Company’s
voting stock; and
●
no authorization
for cumulative voting;
●
authorizing the
Board, subject to certain exceptions, to alter, amend or repeal any
bylaw;
●
a requirement that
special meetings may only be called by (i) the chairman of the
Board or the chief executive officer, president or other executive
officer of the Company, (ii) an action of the Board, or (iii)
request in writing of the stockholders of record owning not less
than 66 2/3 percent of the Company’s voting
stock;
●
in connection with
stockholder meetings, an advanced written notice procedure with
respect to stockholder nomination for directors and bringing other
business; and
●
allowing our
directors to fill any vacancies on our Board, including newly
created board seats resulting from an increase in the authorized
number of directors and vacancies resulting from the death,
resignation, or other cause.