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 5, 2021, there were 12,566,929 shares
of our common stock issued and outstanding.
We
have reserved 3,100,000 shares of our common stock for issuance
under our 2016 Stock Incentive Plan, as subsequently amended (the
“Plan”), and as of March 5, 2021, we have outstanding
stock options to purchase up to 1,436,640 shares of our common
stock, 154,423 restricted stock units and 1,472,418 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. 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 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.