DESCRIPTION OF CAPITAL STOCK
General
The following description of
common stock and preferred stock, together with the additional information we include in any applicable prospectus supplements or related free writing prospectuses, summarizes the material terms and provisions of the common stock and preferred stock
that we may offer under this prospectus but is not complete. For the complete terms of our common stock and preferred stock, please refer to our certificate of incorporation, as the same may be amended from time to time, any certificates of
designation for our preferred stock, and our bylaws, as amended from time to time. For directions on obtaining these documents, please refer to Where You Can Find More Information in this prospectus. The Delaware General Corporation Law,
or DGCL, may also affect the terms of these securities. While the terms we have summarized below will apply generally to any future common stock, preferred stock or warrants that we may offer, we will describe the particular terms of any series of
these securities in more detail in the applicable prospectus supplement. If we so indicate in a prospectus supplement, the terms of any securities we offer under that prospectus supplement may differ from the terms we describe below.
As of the date of this prospectus, our authorized capital stock consisted of 150,000,000 shares of common stock, $0.001 par value per share,
and 20,000,000 shares of preferred stock, $0.001 par value per share. Our board of directors may establish the rights and preferences of the preferred stock from time to time. As of May 9, 2018, there were approximately 3,382,019
shares of our common stock outstanding and no shares of preferred stock outstanding.
As of May 9, 2018 we had outstanding options to
acquire 252,554 shares of our common stock with a weighted average exercise price of $70.35 per share. In addition, as of May 9, 2018 there were warrants outstanding for the purchase of an aggregate of 1,364,725 shares of common stock with
a weighted average exercise price of $28.13 per share.
Common Stock
We may issue shares of our common stock from time to time. Holders of our common stock are entitled to one vote per share for each share held
of record on all matters submitted to a vote of stockholders and do not have cumulative voting rights. Our certificate of incorporation does not provide for cumulative voting. Subject to preferences that may be applicable to any outstanding
preferred stock, the holders of our common stock are entitled to receive ratably such dividends, if any, as may be declared by our board of directors, or the Board, out of legally available funds. However, the current policy of the Board is to
retain earnings, if any, for the operation and expansion of the company. Upon liquidation, dissolution or
winding-up,
the holders of our common stock are entitled to share ratably in all of our assets which
are legally available for distribution, after payment of or provision for all liabilities and the liquidation preference of any outstanding preferred stock. The holders of our common stock have no preemptive, subscription, redemption or conversion
rights. Our common stock is currently listed on the Nasdaq Capital Market under the symbol RKDA.
Preferred Stock
Our certificate of incorporation provides that the Board is authorized, without further action by the stockholders (unless such stockholder
action is required by applicable law or the rules of any stock exchange or market on which our securities are then traded), to provide for the issuance of shares of preferred stock in one or more series and, by filing a certificate of designation
pursuant to the applicable law of the State of Delaware, to establish from time to time for each such series the number of shares to be included in each such series and to fix the designations, powers, rights and preferences of the shares of each
such series, and the qualifications, limitations and restrictions thereof, which may include, among others, dividend rights, voting rights, liquidation preferences, conversion rights, preemptive rights, and the number of shares constituting any
series or the
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