Exhibit
4.1
DESCRIPTION OF REGISTERED SECURITIES
We
have the authority to issue 40,000,000 shares of Common Stock,
$0.001 par value. As of March 13, 2020, there were 10,621,535
shares of our common stock issued and outstanding.
We
have reserved 1,600,000 shares of our common stock for issuance
under our 2016 Stock Incentive Plan, as subsequently amended (the
“Plan”), and as of March 13, 2020, we have outstanding
stock options to purchase up to 1,292,573 shares of our common
stock, 45,722 restricted stock units and 243,272 shares of our
common stock available for future stock awards under the
Plan.
Common Stock
Voting Rights
The
holders of shares of our common stock are entitled to one vote per
share for the election of directors and on all other matters
submitted to a vote of stockholders. Shares of our common stock do
not have cumulative voting rights. The election of our Board of
Directors (“Board”) is decided by a plurality of the
votes cast at a meeting of our stockholders by the holders of stock
entitled to vote in the election.
Dividends
Holders of our common stock are
entitled to receive such dividends as may be declared by our Board
out of funds legally available therefor.
Liquidation
Upon our dissolution and
liquidation, holders of our common stock are entitled to a ratable
share of our net assets remaining after payments to our
creditors.
Rights and Preferences
Our stockholders have no preemptive
rights to acquire additional shares of our common stock or other
securities. The shares of our common stock are not subject to
redemption.
Preferred Stock
We have no preferred stock
authorized or outstanding.
Anti-Takeover Provisions
Delaware Law
We are subject to Section 203
of the Delaware General Corporation Law. Subject to certain
exceptions, Section 203 prevents a publicly held Delaware
corporation from engaging in a "business combination" with any
"interested stockholder" for three years following the date that
the person became an interested stockholder, unless the interested
stockholder attained such status with the approval of our Board or
unless the business combination is approved in a prescribed manner.
A "business combination" includes, among other things, a merger or
consolidation involving us and the "interested stockholder" and the
sale of more than 10% of our assets. In general, an "interested
stockholder" is any entity or person beneficially owning 15% or
more of our outstanding voting stock and any entity or person
affiliated with or controlling or controlled by such entity or
person.
Authorized but Unissued Shares
The authorized but unissued shares
of our common stock are available for future issuance without
stockholder approval, subject to any limitations imposed by the
listing standards of any exchange on which our shares are listed.
These additional shares may be used for a variety of corporate
finance transactions, acquisitions and employee benefit plans. The
existence of authorized but unissued and unreserved common stock
could make more difficult or discourage an attempt to obtain
control of us by means of a proxy contest, tender offer, merger or
otherwise.
Election of Director by Plurality of Shares; Vacancies
Our Amended and Restated
By-laws provide that directors will be elected by a plurality of
votes cast by the shares present in person or by proxy at a meeting
of the stockholders and entitled to vote thereon, a quorum being
present at such meeting. There is no cumulative voting, meaning
that Directors may be elected with a vote of holders of less than a
majority of the outstanding common stock.
Our
Amended and Restated By-laws also provide that vacancies occurring
on our Board may be filled by the affirmative votes of a majority
of the remaining members of our Board or by the sole remaining
director, and not by our stockholders. Such provisions in our
corporate organizational documents and under Delaware law may
prevent or frustrate attempts by our stockholders to change our
management or hinder efforts to acquire a controlling interest in
us. The inability to make changes to our Board could prevent or
discourage an attempt to take control of the Company by means of a
proxy contest, tender offer, merger or otherwise.
Special Meeting of Stockholders; Advance Notice Requirements for
Stockholder Proposals and Director Nominations; Stockholder
Action
Our
Amended and Restated By-laws provide that, except as otherwise
required by law, special meetings of the stockholders can only be
called by our Board. Stockholders at a special meeting may only
consider matters set forth in the notice of the meeting. These
provisions could have the effect of delaying until the next
stockholder meeting stockholder actions that may be favored by the
holders of a majority of our outstanding voting
securities.
Super Majority Voting
The
General Corporation Law of the State of Delaware provides generally
that the affirmative vote of a majority of the shares entitled to
vote on any matter is required to amend a corporation's certificate
of incorporation or by-laws, unless a corporation's certificate of
incorporation or by-laws, as the case may be, requires a greater
percentage. Our Amended and Restated By-laws may be amended or
repealed by a majority vote of our Board or the affirmative vote of
the holders of at least a majority of the votes that all our
stockholders would be entitled to cast in any election of
Directors.
Registration Rights
We are subject to an agreement with TacticGem,
LLC (“TacticGem”), our largest stockholder, which
obligates us to file a Form S-3 or other appropriate form of
registration statement covering the resale of any of our Common
Stock by TacticGem, or its members Gem Pharmaceuticals, LLC, or
Tactic Pharma, LLC, upon direction by TacticGem at any time after
we have been subject to the reporting requirements of the 1934 Act
for at least twelve months (the “Initial Holding
Period”). We are required to use our best efforts to have
such registration statement declared effective as soon as practical
after it is filed. In the event that such registration statement
for resale is not approved by the SEC, and TacticGem submits a
written request, we are required to prepare and file a registration
statement on Form S-1 registering such Common Stock for resale and
to use our best efforts to have such registration statement
declared effective as soon as practical thereafter.
Additionally, if we propose to register our common stock for sale
for cash, we are required to notify TacticGem, Gem and Tactic
Pharma of our intention to do so and they have the right to cause
shares of stock owned by them to be included in such registration,
subject to registration rights of other holders of restricted stock
and the ability of the underwriter to limit the number of shares to
be included. After registration, pursuant to these rights, these
shares will become freely tradable without restriction under the
Securities Act other than pursuant to restrictions on affiliates
under Rule 144. TacticGem has
entered into a lock-up agreement and and agreed to not exercise any
rights of resale for 180 days after the date of our initial public
offering which was December 18, 2019.
Listing
Our common stock is listed on
the Nasdaq Capital Market under the symbol
“MNPR.”
Transfer Agent and Registrar
The
transfer agent and registrar for our common stock is VStock
Transfer, LLC (“VStock”). VStock’s address is 18
Lafayette Place, Woodmere, NY 11598