DESCRIPTION OF COMMON STOCK
We are authorized to issue 300,000,000 shares of common stock, par value $0.001 per share. On August 5, 2021, we had 66,710,712 shares of
common stock outstanding and approximately 45 common stockholders of record.
The following summary of certain provisions of our common
stock does not purport to be complete. This description is summarized from, and is qualified in its entirety by reference to, our amended and restated articles of incorporation and our amended and restated bylaws, to which you should refer and both
of which are included as exhibits to the registration statement of which this prospectus is a part. The summary below is also qualified by provisions of applicable law, including Chapters 78 and 92A of the Nevada Revised Statutes, or NRS, as
applicable to corporations.
General
The holders of our common stock are entitled to one vote per share on matters on which our stockholders vote. There are no cumulative voting
rights. An election of directors by our stockholders shall be determined by a plurality of the votes cast by the stockholders entitled to vote on the election. Subject to any preferential dividend rights of any outstanding shares of preferred stock,
holders of our common stock are entitled to receive dividends, if declared by our Board of Directors, out of funds that we may legally use to pay dividends. All of the issued and outstanding shares of our common stock are duly authorized, validly
issued, fully paid and non-assessable.
If we liquidate or dissolve, holders of our common stock
are entitled to share ratably in our assets once our debts and any liquidation preference owed to any then-outstanding preferred stockholders are paid. Our amended and restated articles of incorporation do not provide our common stock with any
redemption, conversion or preemptive 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 then-outstanding preferred stock.
Registration Rights
Private Placement
Registration Rights
On December 17, 2014, we entered into a purchase agreement with multiple investors relating to the issuance
and sale of shares of our common stock in a private placement (the 2014 Private Placement). The 2014 Private Placement held closings on December 17, December 18, and December 23, 2014, through which we sold an aggregate of
6,779,510 shares of our common stock at $2.00 per share for aggregate proceeds of approximately $13.6 million.
We also issued
warrants to acquire up to 542,360 shares of our common stock at an exercise price of $2.00 per share to placement agents or their designees (the Placement Agent Warrants).
In connection with the 2014 Private Placement, we entered into a registration rights agreement and agreed to file a registration statement
covering the resale of the shares sold in the 2014 Private Placement, the shares underlying the Placement Agent Warrants, and the 20,000,000 shares of our common stock issued to former stockholders of Pieris GmbH in connection with the share
exchange transaction on December 17, 2014. We filed a registration statement on Form S-1 which was declared effective by the SEC on May 11, 2015. We have agreed to keep such registration
statement effective until the later of December 17, 2016 and such time as all of the securities to be registered thereunder have been sold under the registration statement or may be sold without restriction pursuant to Rule 144.
On June 2, 2016, we entered into a securities purchase agreement with multiple investors relating to the issuance and sale of units
consisting of: (i) one share of our common stock or non-voting Series A convertible preferred stock convertible into one share of common stock, and (ii) a warrant to purchase 0.40 shares of our
common stock with an exercise price of $2.00 per share and (iii) a warrant to purchase 0.20 shares of our
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