exhibit413descriptionofc






Exhibit 4.13      DESCRIPTION OF REGISTRANT’S SECURITIES  REGISTERED PURSUANT TO SECTION 12 OF THE  SECURITIES EXCHANGE ACT OF 1934    The authorized capital stock of Tricida, Inc. consists of 440,000,000 shares, consisting of  400,000,000 shares of common stock, par value $0.001 per share (the “common stock”) and 40,000,000  shares of preferred stock, par value $0.001 per share (the “preferred stock”). We have one class of  securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the  “Exchange Act”), our common stock, which is listed on the Nasdaq Global Select Market under the  symbol “TCDA.” For purposes of this exhibit, unless the context otherwise requires, the words “we,” “our,”  “us” and “our company” refer to Tricida, Inc., a Delaware corporation.    DESCRIPTION OF COMMON STOCK  General    The following summary sets forth some of the general terms of our common stock. Because this is a  summary, it does not contain all of the information that may be important to you. For a more detailed  description of our common stock, you should read our amended and restated certificate of incorporation  and the amended and restated bylaws, each of which is an exhibit to our Annual Report on Form 10-K to  which this summary is also an exhibit, and the applicable provisions of the Delaware General Corporation  Law (the “DGCL”).    Voting Rights    Holders of our common stock are entitled to one vote for each share of common stock held of record  for the election of directors and on all matters submitted to a vote of stockholders. In the election of  directors, a plurality of the votes cast at a meeting of stockholders is sufficient to elect a director. Our  stockholders do not have cumulative voting rights in the election of directors. Accordingly, holders of a  majority of the voting shares are able to elect all of the directors. In all other matters, except as noted  below, a majority vote of common stockholders is generally required to take action under our amended  and restated certificate of incorporation and amended and restated bylaws.    Dividends    Subject to preferences that may be applicable to any then outstanding convertible preferred stock,  holders of our common stock are entitled to receive dividends, if any, as may be declared from time to  time by our board of directors out of legally available funds. We have never paid cash dividends on our  common stock and do not anticipate paying any cash dividends in the foreseeable future.    Liquidation    In the event of our liquidation, dissolution or winding up, holders of our common stock will be entitled  to share ratably in the net assets legally available for distribution to stockholders after the payment of all  of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of  any then outstanding shares of convertible preferred stock.    Rights and Preferences    Holders of our common stock have no preemptive, conversion, subscription or other rights, and there  are no redemption or sinking fund provisions applicable to our common stock. The rights, preferences  





 






and privileges of the holders of our common stock are subject to and may be adversely affected by the  rights of the holders of shares of any series of our convertible preferred stock that we may designate in  the future.    Fully Paid and Nonassessable    All of our outstanding shares of common stock are fully paid and nonassessable.    Preferred Stock    Our board of directors has been authorized to designate and issue up to an aggregate of 40,000,000  shares of preferred stock in one or more series without action by the stockholders. The board of directors  can fix the rights, preferences and privileges of the shares of each series and any of its qualifications,  limitations or restrictions. Our board of directors may authorize the issuance of preferred stock with voting  or conversion rights that could adversely affect the voting power or other rights of the holders of common  stock. The issuance of preferred stock, while providing flexibility in connection with possible future  financings and acquisitions and other corporate purposes could, under certain circumstances, have the  effect of delaying or preventing a change in control of our company and might harm the market price of  our common stock. As of December 31, 2020, there were no preferred stock issued and outstanding.    Anti-Takeover Effects of Provisions of our Amended and Restated Certificate of Incorporation, our  Amended and Restated Bylaws and Delaware Law    Some provisions of Delaware law and our amended and restated certificate of incorporation and our  amended and restated bylaws contain provisions that could make the following transactions more difficult:  acquisition of us by means of a tender offer; acquisition of us by means of a proxy contest or otherwise;  or removal of our incumbent officers and directors. It is possible that these provisions could make it more  difficult to accomplish or could deter transactions that stockholders may otherwise consider to be in their  best interest or in our best interests, including transactions that might result in a premium over the market  price for our shares.    These provisions, summarized below, are expected to discourage coercive takeover practices and  inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire  control of us to first negotiate with our board of directors. We believe that the benefits of increased  protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to  acquire or restructure us outweigh the disadvantages of discouraging these proposals because  negotiation of these proposals could result in an improvement of their terms.    Delaware Anti-Takeover Statute    We are subject to Section 203 of the DGCL, which prohibits persons deemed “interested  stockholders” from engaging in a “business combination” with a publicly-held Delaware corporation for  three years following the date these persons become interested stockholders unless the business  combination is, or the transaction in which the person became an interested stockholder was, approved in  a prescribed manner or another prescribed exception applies. Generally, an “interested stockholder” is a  person who, together with affiliates and associates, owns, or within three years prior to the determination  of interested stockholder status did own, 15% or more of a corporation’s voting stock. Generally, a  “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial  benefit to the interested stockholder. The existence of this provision may have an anti-takeover effect with  respect to transactions not approved in advance by the board of directors, such as discouraging takeover  attempts that might result in a premium over the market price of our common stock.    





 






Undesignated Preferred Stock    The ability to authorize undesignated preferred stock makes it possible for our board of directors to  issue preferred stock with voting or other rights or preferences that could impede the success of any  attempt to change control of us. These and other provisions may have the effect of deterring hostile  takeovers or delaying changes in control or management of our company.    Special Stockholder Meetings    Our amended and restated certificate of incorporation and our amended and restated bylaws provide  that a special meeting of stockholders may be called only by our chairman of the board of directors, Chief  Executive Officer or President, in the absence of a Chief Executive Officer, or our board of directors.    Requirements for Advance Notification of Stockholder Nominations and Proposals    Our amended and restated bylaws establish advance notice procedures with respect to stockholder  proposals and the nomination of candidates for election as directors, other than nominations made by or  at the direction of the board of directors or a committee of the board of directors.    Elimination of Stockholder Action by Written Consent    Our amended and restated certificate of incorporation and our amended and restated bylaws  eliminate the right of stockholders to act by written consent without a meeting.    Choice of Forum    Our amended and restated certificate of incorporation provides that the Court of Chancery of the  State of Delaware is the exclusive forum for any derivative action or proceeding brought on our behalf;  any action asserting a breach of fiduciary duty; any action asserting a claim against us or any of our  directors, officers or other employees arising pursuant to the DGCL, our amended and restated certificate  of incorporation or our amended and restated bylaws; any action asserting a claim against us or any of  our directors, officers or other employees that is governed by the internal affairs doctrine of the State of  Delaware, or any other action asserting an “internal corporate claim,” as defined in Section 115 of the  DGCL.     This exclusive forum provision would not apply to suits brought to enforce any liability or duty created  by the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act or any other claim  for which the federal courts have exclusive jurisdiction. To the extent that any such claims may be based  upon federal law claims, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all  suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations  thereunder. Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and  state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules  and regulations thereunder.    Additionally, our amended and restated certificate of incorporation provides that unless a majority of  the board of directors, acting on our behalf, consents in writing to the selection of an alternative forum, the  federal district courts of the United States of America is the sole and exclusive forum for any action arising  under the Securities Act. Although our amended and restated certificate of incorporation contains the  choice of forum provisions described above, it is possible that a court could find that such a provision is  inapplicable for a particular claim or action or that such provision is unenforceable.    Amendment of Charter Provisions  





 






  The amendment of any of the above provisions, except for the provision making it possible for our  board of directors to issue preferred stock, would require approval by holders of at least 66 2/3% of the  voting power of our then outstanding voting stock.  The provisions of the DGCL, our amended and restated certificate of incorporation and our amended  and restated bylaws could have the effect of discouraging others from attempting hostile takeovers and,  as a consequence, they may also inhibit temporary fluctuations in the market price of our common stock  that often result from actual or rumored hostile takeover attempts. These provisions may also have the  effect of preventing changes in our management. It is possible that these provisions could make it more  difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.    Transfer Agent and Registrar    The transfer agent and registrar for our common stock is Computershare Trust Company, N.A. The  transfer agent and registrar’s address is 150 Royall Street, Canton, MA 02021.