DESCRIPTION OF CAPITAL STOCK
The following description of our capital stock is intended as a summary only and therefore is not a complete description of our capital stock. This description is
based upon, and is qualified by reference to, our certificate of incorporation, our bylaws, and applicable provisions of Delaware corporate law. You should read our certificate of incorporation and our bylaws, in each case, as amended and
supplemented, which are filed as exhibits to the registration statement of which this prospectus forms a part, for the provisions that are important to you.
Authorized and Outstanding Stock
Our certificate of incorporation
authorizes the issuance of 210,000,000 shares, consisting of 200,000,000 shares of common stock, $0.001 par value per share, and 10,000,000 shares of preferred stock, $0.001 par value, all of which shares of preferred stock are undesignated.
Common Stock
Our certificate of incorporation provides the following
with respect to the rights, powers, preferences and privileges of the common stock.
Voting Power. Except as otherwise required by law or as otherwise
provided in any certificate of designation for any series of preferred stock, the holders of common stock possess all voting power for the election of Tangos directors and all other matters requiring stockholder action. Holders of common stock
are entitled to one vote per share on matters to be voted on by stockholders.
Dividends. Holders of common stock will be entitled to receive such dividends,
if any, as may be declared from time to time by our board of directors in its discretion out of funds legally available therefor. In no event will any stock dividends or stock splits or combinations of stock be declared or made on common stock
unless the shares of common stock at the time outstanding are treated equally and identically.
Liquidation, Dissolution and Winding Up. In the event of
Tangos voluntary or involuntary liquidation, dissolution, distribution of assets or winding-up, the holders of the common stock will be entitled to receive an equal amount per share of all of
Tangos assets of whatever kind available for distribution to stockholders, after the rights of the holders of the preferred stock have been satisfied.
Preemptive or Other Rights. Our common stock has no preemptive rights, conversion rights or other subscription rights or redemption or sinking fund provisions.
Listing of Securities
Our common stock is listed on the Nasdaq
Global Market under the symbol TNGX.
Transfer Agent
The transfer agent for our common stock is Computershare Trust Company, N.A.
Preferred stock
Our board of directors will have the authority,
without further action by our stockholders, to issue up to 10,000,000 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 convertible preferred stock are outstanding, and we have no present plan to issue any shares of
convertible preferred stock
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