Common use of Rights and Preferences Clause in Contracts

Rights and Preferences. Holders of common stock have no preemptive, conversion, subscription or other rights, and there are no redemption or sinking fund provisions applicable to the common stock. The rights, preferences and privileges of the holders of common stock are subject to and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may designate in the future. Description of Preferred Stock Under our amended and restated certificate of incorporation, we have authority, subject to any limitations prescribed by law and without further stockholder approval, to issue from time to time up to 10,000,000 shares of preferred stock, par value $0.001 per share, in one or more series. As of December 31, 2021, we had no shares of preferred stock issued and outstanding. Pursuant to our amended and restated certificate of incorporation, our board of directors has the authority to designate the rights, preferences, privileges and restrictions of each such series, including dividend rights, preferences, privileges and restrictions of each such series, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences, sinking fund terms and the number of shares constituting any series. The issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of the company without further action by the stockholders. The issuance of redeemable convertible preferred stock with voting and conversion rights may also adversely affect the voting power of the holders of common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In certain circumstances, an issuance of preferred stock could have the effect of decreasing the market price of the common stock. Registration Rights Under our amended and restated investors’ rights agreement, certain holders of shares of our common stock, or their affiliates or transferees, have the right to require us to register their shares under the Securities Act so that those shares may be publicly resold, or to include their shares in any registration statement we file, in each case as described below. The registration rights terminate with respect to the registration rights of an individual holder on the earliest to occur of May 8, 2024 (five years following our initial public offering), the liquidation, dissolution or indefinite cessation of the business operations of our company, or the closing of a deemed liquidation, dissolution or winding up of our company pursuant to our amended and restated certificate of incorporation, or with respect to any particular stockholder, such time after the effective date of the registration statement that such stockholder can sell all of its shares under Rule 144 of the Securities Act during any three-month period without registration.

Rights and Preferences. Holders of our common stock have no preemptive, conversion, conversion or subscription or other rights, and there are no redemption or sinking fund provisions applicable to the its common stock. The rights, preferences and privileges of the holders of our common stock are subject to to, and may be adversely affected by, the rights of the holders of shares of any series of our preferred stock that we may designate and issue in the future. Description of Preferred Stock Under our amended and restated certificate of incorporation, we have authority, subject to any limitations prescribed by law and without further stockholder approval, to issue from time to time up to 10,000,000 shares of preferred stock, par value $0.001 per share, in one or more series. As of December 31, 2021, we had no shares of preferred stock issued and outstanding. Pursuant to our amended and restated certificate of incorporation, our board of directors has the authority authority, without further action by stockholders, to designate up to 10,000,000 shares of preferred stock in one or more series and to fix or alter, from time to time, the rightsdesignations, preferencespowers and rights of each series of preferred stock and the qualifications, privileges and limitations or restrictions of each such series, including dividend rights, preferences, privileges and restrictions any series of each such seriespreferred stock, including dividend rights, dividend ratesrate, conversion rights, voting rights, rights and terms of redemptionredemption (including sinking fund provisions), redemption price or prices, and the liquidation preferencespreference of any wholly unissued series of preferred stock, sinking fund terms any or all of which may be greater than the rights of our common stock, and to establish the number of shares constituting any such series. To date, none of the 10,000,000 authorized shares of preferred stock have been designated by our board of directors. Our board of directors will fix the rights, preferences, privileges, qualifications and restrictions of the preferred stock of each series in the certificate of designation relating to each such series, including: • the title and stated value; • the liquidation preference per share; • the dividend rate per share, dividend period, payment date or dates and method of calculation for dividends; • whether dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate; • Our right, if any, to defer payment of dividends and the maximum length of any such deferral period; • the procedures for any auction and remarketing, if any; • the provisions for a sinking fund, if any; • the provisions for redemption or repurchase, if applicable, and any restrictions on our ability to exercise those redemption and repurchase rights; • whether the preferred stock will be convertible into our common stock or other securities of ours, including warrants, and, if applicable, the conversion price, or how it will be calculated, and under what circumstances and the mechanism by which it may be adjusted, and the conversion period; • whether the preferred stock will be exchangeable into debt securities or other securities of ours, and, if applicable, the exchange price, or how it will be calculated, and under what circumstances it may be adjusted, and the exchange period; • voting rights, if any; • preemptive rights, if any; • restrictions on transfer, sale or other assignment, if any; • whether interests in the preferred stock will be represented by depositary shares; • the relative ranking and preferences of the preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; • any limitations on issuances of any class or series of preferred stock ranking senior to or on parity with the series of preferred stock being issued as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; and • any other specific terms, rights, preferences, privileges, qualifications or limitations of, or restrictions on the preferred stock. The laws of the state of Delaware, the state of our incorporation, provide that the holders of preferred stock will have the right to vote separately, as a class, on any proposal involving fundamental changes in the rights of holders of such preferred stock. This right is in addition to any voting rights that may be provided for in the applicable certificate of designation. The issuance of preferred stock could adversely affect the voting power, conversion or other rights of holders of our common stock and reduce the likelihood that common stockholders will receive dividend payments and payments upon liquidation. Preferred stock could be issued quickly with terms designed to delay, deter or prevent a change in control of Forte or make removal of management more difficult. Additionally, the issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of the company without further action by the stockholders. The issuance of redeemable convertible preferred stock with voting and conversion rights may also adversely affect the voting power of the holders of common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In certain circumstances, an issuance of preferred stock could have the effect of decreasing the market price of the Forte common stock. Registration Rights Under our amended Anti-Takeover Effects of Provisions of Forte’s Amended and restated investors’ rights agreementRestated Certificate of Incorporation, certain holders of shares of our common stock, or their affiliates or transferees, have the right Forte’s Amended and Restated Bylaws and Delaware Law Delaware Anti-Takeover Law We are subject to require us to register their shares under the Securities Act so that those shares may be publicly resold, or to include their shares in any registration statement we file, in each case as described below. The registration rights terminate with respect to the registration rights of an individual holder on the earliest to occur of May 8, 2024 (five years following our initial public offering), the liquidation, dissolution or indefinite cessation Section 203 of the DGCL, which generally prohibits a public Delaware corporation from engaging in a “business operations combination” with an “interested stockholder” for a period of our company, or the closing of a deemed liquidation, dissolution or winding up of our company pursuant to our amended and restated certificate of incorporation, or with respect to any particular stockholder, such time three years after the effective date of the registration statement that such stockholder can sell all of its shares under Rule 144 transaction in which the person became an interested stockholder, unless: • prior to the date of the Securities Act during any three-month period without registration.transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; • the interested stockholder owned at least 85% of the voting stock of the corporation outstanding upon consummation of the transaction, excluding for purposes of determining the number of shares outstanding (1) shares owned by persons who are directors and also officers and

Rights and Preferences. Holders of our common stock have no preemptive, conversion, conversion or subscription or other rights, and there are no redemption or sinking fund provisions applicable to the our common stock. The rights, preferences and privileges of the holders of our common stock are subject to to, and may be adversely affected by, the rights of the holders of shares of any series of our preferred stock that we may designate and issue in the future. Description of Preferred Stock Under our amended and restated certificate of incorporation, we have authority, subject to any limitations prescribed by law and without further stockholder approval, to issue from time to time up to 10,000,000 shares of preferred stock, par value $0.001 per share, in one or more series. As of December 31, 2021, we had no shares of preferred stock issued and outstanding. Pursuant to our amended and restated certificate of incorporation, our board of directors has the authority authority, without further action by stockholders, to designate up to 10,000,000 shares of preferred stock in one or more series and to fix or alter, from time to time, the rightsdesignations, preferencespowers and rights of each series of preferred stock and the qualifications, privileges and limitations or restrictions of each such series, including dividend rights, preferences, privileges and restrictions any series of each such seriespreferred stock, including dividend rights, dividend ratesrate, conversion rights, voting rights, rights and terms of redemptionredemption (including sinking fund provisions), redemption price or prices, and the liquidation preferencespreference of any wholly unissued series of preferred stock, sinking fund terms any or all of which may be greater than the rights of the common stock, and to establish the number of shares constituting any such series. To date, none of the 10,000,000 authorized shares of preferred stock have been designated by our board of directors. Our board of directors will fix the rights, preferences, privileges, qualifications and restrictions of the preferred stock of each series that we sell under this prospectus and any applicable prospectus supplements in the certificate of designation relating to each such series. We will incorporate by reference as an exhibit to the registration statement of which this prospectus is a part or as an exhibit to one or more Current Reports on Form 8-K, the form of any certificate of designation that describes the terms of the series of preferred stock we are offering before the issuance of the related series of preferred stock. This description will include: • the title and stated value; • the number of shares we are offering; • the liquidation preference per share; • the purchase price per share; • the dividend rate per share, dividend period, payment date or dates and method of calculation for dividends; • whether dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate; • our right, if any, to defer payment of dividends and the maximum length of any such deferral period; • the procedures for any auction and remarketing, if any; • the provisions for a sinking fund, if any; • the provisions for redemption or repurchase, if applicable, and any restrictions on our ability to exercise those redemption and repurchase rights; • any listing of the preferred stock on any securities exchange or market; • whether the preferred stock will be convertible into our common stock or other securities of ours, including warrants, and, if applicable, the conversion price, or how it will be calculated, and under what circumstances and the mechanism by which it may be adjusted, and the conversion period; • whether the preferred stock will be exchangeable into debt securities or other securities of ours, and, if applicable, the exchange price, or how it will be calculated, and under what circumstances it may be adjusted, and the exchange period; • voting rights, if any; • preemptive rights, if any; • restrictions on transfer, sale or other assignment, if any; • whether interests in the preferred stock will be represented by depositary shares; • a discussion of any material or special U.S. federal income tax considerations applicable to the preferred stock; • the relative ranking and preferences of the preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; • any limitations on issuances of any class or series of preferred stock ranking senior to or on parity with the series of preferred stock being issued as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; and • any other specific terms, rights, preferences, privileges, qualifications or limitations of, or restrictions on the preferred stock. If we issue and sell shares of preferred stock pursuant to this prospectus, together with any applicable prospectus supplement or free writing prospectus, the shares will be fully paid and nonassessable. The laws of the state of Delaware, the state of our incorporation, provide that the holders of preferred stock will have the right to vote separately, as a class, on any proposal involving fundamental changes in the rights of holders of such preferred stock. This right is in addition to any voting rights that may be provided for in the applicable certificate of designation. The issuance of preferred stock could adversely affect the voting power, conversion or other rights of holders of common stock and reduce the likelihood that common stockholders will receive dividend payments and payments upon liquidation. Preferred stock could be issued quickly with terms designed to delay, deter or prevent a change in control of our company or make removal of management more difficult. Additionally, the issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of the company without further action by the stockholders. The issuance of redeemable convertible preferred stock with voting and conversion rights may also adversely affect the voting power of the holders of common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In certain circumstances, an issuance of preferred stock could have the effect of decreasing the market price of the our common stock. Registration Rights Under our amended Anti-Takeover Effects of Provisions of Our Amended and restated investors’ rights agreementRestated Certificate of Incorporation, certain holders of shares of our common stock, or their affiliates or transferees, have the right Our Bylaws and Delaware Law Delaware Anti-Takeover Law We are subject to require us to register their shares under the Securities Act so that those shares may be publicly resold, or to include their shares in any registration statement we file, in each case as described below. The registration rights terminate with respect to the registration rights of an individual holder on the earliest to occur of May 8, 2024 (five years following our initial public offering), the liquidation, dissolution or indefinite cessation Section 203 of the DGCL, which generally prohibits a public Delaware corporation from engaging in a “business operations combination” with an “interested stockholder” for a period of our company, or the closing of a deemed liquidation, dissolution or winding up of our company pursuant to our amended and restated certificate of incorporation, or with respect to any particular stockholder, such time three years after the effective date of the registration statement that such stockholder can sell all of its shares under Rule 144 transaction in which the person became an interested stockholder, unless: • prior to the date of the Securities Act during any three-month period without registration.transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; • the interested stockholder owned at least 85% of the voting stock of the corporation outstanding upon consummation of the transaction, excluding for purposes of determining the number of shares outstanding (1) shares owned by persons who are directors and also officers and

Rights and Preferences. Holders of our common stock have no preemptive, conversion, conversion or subscription or other rights, and there are no redemption or sinking fund provisions applicable to the our common stock. The rights, preferences and privileges of the holders of our common stock are subject to to, and may be adversely affected by, the rights of the holders of shares of any series of our preferred stock that we may designate and issue in the future. Description Fully Paid and Nonassessable. All of our outstanding shares of common stock are fully paid and nonassessable. Preferred Stock Under our amended and restated certificate of incorporation, we have authority, subject to any limitations prescribed by law and without further stockholder approval, to issue from time to time up to 10,000,000 shares of preferred stock, par value $0.001 per share, in one or more series. As of December 31, 2021, we had no shares of preferred stock issued and outstanding. Pursuant to our amended and restated certificate of incorporation, our board of directors has the authority authority, without further action by stockholders, to designate up to 5,000,000 shares of preferred stock in one or more series and to fix or alter, from time to time, the rightsdesignations, preferencespowers and rights of each series of preferred stock and the qualifications, privileges and limitations or restrictions of each such series, including dividend rights, preferences, privileges and restrictions any series of each such seriespreferred stock, including dividend rights, dividend ratesrate, conversion rights, voting rights, rights and terms of redemptionredemption (including sinking fund provisions), redemption price or prices, and the liquidation preferencespreference of any wholly unissued series of preferred stock, sinking fund terms any or all of which may be greater than the rights of the common stock, and to establish the number of shares constituting any such series. To date, none of the 5,000,000 authorized shares of preferred stock have been designated by our board of directors. The laws of the state of Delaware, the state of our incorporation, provide that the holders of preferred stock will have the right to vote separately as a class on any proposal involving fundamental changes in the rights of holders of such preferred stock. This right is in addition to any voting rights that may be provided for in the applicable certificate of designation. The issuance of preferred stock could adversely affect the voting power, conversion or other rights of holders of common stock and reduce the likelihood that common stockholders will receive dividend payments and payments upon liquidation. Preferred stock could be issued quickly with terms designed to delay, deter or prevent a change in Table of Contents control of our company or make removal of management more difficult. Additionally, the issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of the company without further action by the stockholders. The issuance of redeemable convertible preferred stock with voting and conversion rights may also adversely affect the voting power of the holders of common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In certain circumstances, an issuance of preferred stock could have the effect of decreasing the market price of our common stock. Warrants We have outstanding an immediately exercisable warrant to purchase 20,161 shares of our common stock at an exercise price of $6.20 per share, which expires in December 2021. We refer to this warrant as the Comerica warrant. We also have outstanding an immediately exercisable warrant to purchase an aggregate of 2,419 shares of our common stock at an exercise price of $0.06 per share, which warrant expires in June 2018. We refer to this warrant as the SVB warrant. The SVB warrant has a net exercise provision under which the holder may, in lieu of payment of the exercise price in cash, surrender the warrant and receive a net amount of shares based on the fair market value of our stock at the time of exercise of the warrant after deduction of the aggregate exercise price. Each of the Comerica warrant and the SVB warrant also contain provisions for the adjustment of the exercise price and the number of shares issuable upon the exercise of the warrant in the event of certain stock dividends, stock splits, reorganizations, reclassifications and consolidations. We have also granted registration rights to the SVB and Comerica warrant holders, as more fully described below under “Registration Rights”. In connection with entering into a credit facility in September 2014, we issued warrants to purchase 7,678 shares of our common stock at a price of $5.8610 per share, which expire in September 2024, to Oxford Finance LLC, Square 1 Bank and Three Point Capital, LLC. If we draw additional funds under the facility, we would be required to issue additional warrants to these parties, up to a maximum number of warrants to purchase 126,685 shares of our common stock. Registration Rights Under our amended We and restated investors’ rights agreement, certain holders of shares of our common stock, or their affiliates or transferees, have the right stock are parties to require us to register their shares under the Securities Act so that those shares may be publicly resold, or to include their shares in any registration statement we file, in each case as described belowour Investor Rights Agreement. The registration rights terminate provisions of our Investor Rights Agreement provide those holders with demand and piggyback registration rights with respect to the shares of common stock currently held by them. Pursuant to the terms of the Comerica warrant and the SVB warrant, the holders of such warrants have piggyback registration rights, and, in some cases, demand registration rights of an individual holder on the earliest to occur of May 8, 2024 (five years following our initial public offering), the liquidation, dissolution or indefinite cessation of the business operations of our company, or the closing of a deemed liquidation, dissolution or winding up of our company pursuant to our amended and restated certificate of incorporation, or with respect to any particular stockholder, the shares of common stock issuable upon exercise of such time after warrants on the effective date of the registration statement that such stockholder can sell all of its shares under Rule 144 of the Securities Act during any three-month period without registrationsame terms as are set forth in our Investor Rights Agreement.

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 the our common stock. The rights, preferences and privileges of the holders of our common stock are subject to and may be adversely affected by, by the rights of the holders of shares of any series of our preferred stock that we may designate in the future. Description of Preferred Stock Under our amended and restated certificate of incorporation, we have authority, subject to any limitations prescribed by law and without further stockholder approval, to issue from time to time up to 10,000,000 shares of preferred stock, par value $0.001 per share, in one or more series. As of December 31, 2021, we had no shares of preferred stock issued and outstanding. Pursuant to our amended and restated certificate of incorporation, our board of directors has the authority authority, without further action by our stockholders, to designate issue up to 10,000,000 shares of preferred stock in one or more series and to fix the number, rights, preferences, privileges and restrictions of each such seriesthereof. These rights, including preferences and privileges could include dividend rights, preferences, privileges and restrictions of each such series, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences, preferences and sinking fund terms terms, and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of common stock. The issuance of our preferred stock may have the effect of delaying, deferring or preventing a change in control of the company without further action by the stockholders. The issuance of redeemable convertible preferred stock with voting and conversion rights may also could adversely affect the voting power of the holders of common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In certain circumstancesaddition, an the issuance of preferred stock could have the effect of delaying, deferring or preventing a change of control or other corporate action, or make the removal of management more difficult. Additionally, the issuance of preferred stock may have the effect of decreasing the market price of the common stock. Registration Rights Under Our board of directors will fix the designations, voting powers, preferences and rights of each series, as well as the qualifications, limitations or restrictions thereof, of the preferred stock of each series that we offer under this prospectus and applicable prospectus supplements in the certificate of designation relating to that series. We will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of any certificate of designation that describes the terms of the series of preferred stock we are offering before the issuance of that series of preferred stock. This description will include: • the title and stated value; • the number of shares we are offering; • the liquidation preference per share; • the purchase price per share; • the dividend rate per share, dividend period and payment dates and method of calculation for dividends; • whether dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate; • our amended right, if any, to defer payment of dividends and restated investors’ the maximum length of any such deferral period; • the procedures for any auction and remarketing, if any; • the provisions for a sinking fund, if any; • the provisions for redemption or repurchase, if applicable, and any restrictions on our ability to exercise those redemption and repurchase rights; • any listing of the preferred stock on any securities exchange or market; • whether the preferred stock will be convertible into our common stock or other securities of ours, including depositary shares and warrants, and, if applicable, the conversion period, the conversion price, or how it will be calculated, and under what circumstances it may be adjusted; • whether the preferred stock will be exchangeable into debt securities, and, if applicable, the exchange period, the exchange price, or how it will be calculated, and under what circumstances it may be adjusted; • voting rights, if any, of the preferred stock; • preemption rights, if any; • restrictions on transfer, sale or other assignment, if any; • whether interests in the preferred stock will be represented by depositary shares; • a discussion of any material or special U.S. federal income tax considerations applicable to the preferred stock; • the relative ranking and preferences of the preferred stock as to dividend rights agreementand rights if we liquidate, certain dissolve or wind up our affairs; 11 • any limitations on issuances of any class or series of preferred stock ranking senior to or on a parity with the series of preferred stock being issued as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; and • any other specific terms, rights, preferences, privileges, qualifications or restrictions of the preferred stock. The Delaware General Corporation Law, or DGCL, which is the law of the state of our incorporation, provides that the holders of shares of our common stock, or their affiliates or transferees, preferred stock will have the right to require us vote separately as a class (or, in some cases, as a series) on an amendment to register their our certificate of incorporation if the amendment would change the par value, the powers, preferences or special rights of the class or series so as to adversely affect the class or series, as the case may be, or, unless the certificate of incorporation provided otherwise, the number of authorized shares under of the Securities Act so class. This right is in addition to any voting rights that those shares may be publicly resold, or to include their shares provided for in any registration statement we file, in each case as described below. The registration rights terminate with respect to the registration rights of an individual holder on the earliest to occur of May 8, 2024 (five years following our initial public offering), the liquidation, dissolution or indefinite cessation of the business operations of our company, or the closing of a deemed liquidation, dissolution or winding up of our company pursuant to our amended and restated applicable certificate of incorporation, or with respect to any particular stockholder, such time after the effective date of the registration statement that such stockholder can sell all of its shares under Rule 144 of the Securities Act during any threedesignation. Anti-month period without registration.Takeover Provisions

Rights and Preferences. Holders of our common stock have no preemptive, conversion, conversion or subscription or other rights, and there are no redemption or sinking fund provisions applicable to the our common stock. The rights, preferences and privileges of the holders of our common stock are subject to to, and may be adversely affected by, the rights of the holders of shares of any series of our preferred stock that we may designate and issue in the future. Description Fully Paid and Nonassessable. All of our outstanding shares of common stock are fully paid and nonassessable. Preferred Stock Under our amended and restated certificate of incorporation, we have authority, subject to any limitations prescribed by law and without further stockholder approval, to issue from time to time up to 10,000,000 shares of preferred stock, par value $0.001 per share, in one or more series. As of December 31, 2021, we had no shares of preferred stock issued and outstanding. Pursuant to our amended and restated certificate of incorporation, our board of directors has the authority authority, without further action by stockholders, to designate up to 5,000,000 shares of preferred stock in one or more series and to fix or alter, from time to time, the rightsdesignations, preferencespowers and rights of each series of preferred stock and the qualifications, privileges and limitations or restrictions of each such series, including dividend rights, preferences, privileges and restrictions any series of each such seriespreferred stock, including dividend rights, dividend ratesrate, conversion rights, voting rights, rights and terms of redemptionredemption (including sinking fund provisions), redemption price or prices, and the liquidation preferencespreference of any wholly unissued series of preferred stock, sinking fund terms any or all of which may be greater than the rights of the common stock, and to establish the number of shares constituting any such series. To date, none of the 5,000,000 authorized shares of preferred stock have been designated by our board of directors. Our board of directors will fix the rights, preferences, privileges, qualifications and restrictions of the preferred stock of each series that we sell under this prospectus and any applicable prospectus supplements in the certificate of designation relating to each such series. We will incorporate by reference as an exhibit to the registration statement of which this prospectus is a part or as an exhibit to one or more Current Reports on Form 8- K, the form of any certificate of designation that describes the terms of the series of preferred stock we are offering before the issuance of the related series of preferred stock. If we issue and sell shares of preferred stock pursuant to this prospectus, together with any applicable prospectus supplement or free writing prospectus, the shares will be fully paid and nonassessable. The laws of the state of Delaware, the state of our incorporation, provide that the holders of preferred stock will have the right to vote separately as a class on any proposal involving fundamental changes in the rights of holders of such preferred stock. This right is in addition to any voting rights that may be provided for in the applicable certificate of designation. The issuance of preferred stock could adversely affect the voting power, conversion or other rights of holders of common stock and reduce the likelihood that common stockholders will receive dividend payments and payments upon liquidation. Preferred stock could be issued quickly with terms designed to delay, deter or prevent a change in control of our company or make removal of management more difficult. Additionally, the issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of the company without further action by the stockholders. The issuance of redeemable convertible preferred stock with voting and conversion rights may also adversely affect the voting power of the holders of common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In certain circumstances, an issuance of preferred stock could have the effect of decreasing the market price of the common stock. Registration Rights Under our amended and restated investors’ rights agreement, certain holders of shares of our common stock, or their affiliates or transferees, have the right to require us to register their shares under the Securities Act so that those shares may be publicly resold, or to include their shares in any registration statement we file, in each case as described below. The registration rights terminate with respect to the registration rights of an individual holder on the earliest to occur of May 8, 2024 (five years following our initial public offering), the liquidation, dissolution or indefinite cessation of the business operations of our company, or the closing of a deemed liquidation, dissolution or winding up of our company pursuant to our amended and restated certificate of incorporation, or with respect to any particular stockholder, such time after the effective date of the registration statement that such stockholder can sell all of its shares under Rule 144 of the Securities Act during any three-month period without registration.

Rights and Preferences. Holders of common stock have no preemptive, conversion, conversion or subscription or other rights, and there are no redemption or sinking fund provisions applicable to the common stock. The rights, preferences and privileges of the holders of common stock are subject to to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future. Description Fully Paid and Nonassessable. All outstanding shares of common stock are fully paid and nonassessable. Preferred Stock Under our amended and restated certificate stock Our board of incorporation, we have authoritydirectors is authorized, subject to any limitations prescribed by law and without further stockholder approvalDelaware law, to issue from time to time up to 10,000,000 shares of preferred stock, par value $0.001 per share, stock in one or more series. As of December 31, 2021, we had no shares of preferred stock issued and outstanding. Pursuant to our amended and restated certificate of incorporation, our board of directors has the authority establish from time to designate the rights, preferences, privileges and restrictions of each such series, including dividend rights, preferences, privileges and restrictions of each such series, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences, sinking fund terms and time the number of shares constituting to be included in each series and to fix the designation, powers, preferences and rights of the shares of each series and any of its qualifications, limitations or restrictions. Our board of directors can also increase or decrease the number of shares of any series, but not below the number of shares of that series then outstanding, without any further vote or action by the company’s stockholders. 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 the common stock. The issuance of preferred stock may stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring deferring, discouraging or preventing a change in control of CymaBay and may adversely affect the company market price of CymaBay’s common stock and the voting and other rights of the holders of common stock. Anti-takeover effects of provisions of our certificate of incorporation and bylaws and Delaware law Certificate of incorporation and bylaws. Our amended and restated certificate of incorporation and amended and restated bylaws, include a number of provisions that may deter or impede hostile takeovers or changes of control or management. These provisions include: Issuance of undesignated preferred stock. Our Board of Directors has the authority, without further action by the stockholders. The issuance , to issue up to 10,000,000 shares of redeemable convertible undesignated preferred stock with rights and preferences, including voting and conversion rights may also adversely affect the voting power rights, designated from time to time by our Board of the holders Directors. The existence of common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In certain circumstances, an issuance authorized but unissued shares of preferred stock could have the effect enables our Board of decreasing the market price of the common stock. Registration Rights Under our amended and restated investors’ rights agreement, certain holders of shares of our common stock, or their affiliates or transferees, have the right Directors to require us to register their shares under the Securities Act so that those shares may be publicly resold, make it more difficult or to include their shares in any registration statement we file, in each case as described below. The registration rights terminate with respect discourage an attempt to the registration rights obtain control of an individual holder on the earliest to occur of May 8, 2024 (five years following our initial public offering), the liquidation, dissolution or indefinite cessation of the business operations of our company, or the closing us by means of a deemed liquidationmerger, dissolution tender offer, proxy contest or winding up of our company pursuant to our amended and restated certificate of incorporation, or with respect to any particular stockholder, such time after the effective date of the registration statement that such stockholder can sell all of its shares under Rule 144 of the Securities Act during any three-month period without registrationotherwise.

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 the our common stock. The rights, preferences and privileges of the holders of our common stock are subject to and may be adversely affected by, by the rights of the holders of shares of any series of our preferred stock that we may designate in the future. Description of Preferred Stock Under our amended and restated certificate of incorporation, we have authority, subject to any limitations prescribed by law and without further stockholder approval, to issue from time to time up to 10,000,000 shares of preferred stock, par value $0.001 per share, in one or more series. As of December 31, 2021, we had no shares of preferred stock issued and outstanding. Pursuant to our amended and restated certificate of incorporation, our board of directors has the authority authority, without further action by our stockholders, to designate issue up to 10,000,000 shares of preferred stock in one or more series and to fix the number, rights, preferences, privileges and restrictions of each such seriesthereof. These rights, including preferences and privileges could include dividend rights, preferences, privileges and restrictions of each such series, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences, preferences and sinking fund terms terms, and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of common stock. The issuance of our preferred stock may have the effect of delaying, deferring or preventing a change in control of the company without further action by the stockholders. The issuance of redeemable convertible preferred stock with voting and conversion rights may also could adversely affect the voting power of the holders of common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In certain circumstancesaddition, an the issuance of preferred stock could have the effect of delaying, deferring or preventing a change of control or other corporate action, or make the removal of management more difficult. Additionally, the issuance of preferred stock may have the effect of decreasing the market price of the common stock. Registration Rights Under Our board of directors will fix the designations, voting powers, preferences and rights of each series, as well as the qualifications, limitations or restrictions thereof, of the preferred stock of each series that we offer under this prospectus and applicable prospectus supplements in the certificate of designation relating to that series. We will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of any certificate of designation that describes the terms of the series of preferred stock we are offering before the issuance of that series of preferred stock. This description will include: • the title and stated value; • the number of shares we are offering; • the liquidation preference per share; • the purchase price per share; • the dividend rate per share, dividend period and payment dates and method of calculation for dividends; • whether dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate; • our amended right, if any, to defer payment of dividends and restated investors’ the maximum length of any such deferral period; • the procedures for any auction and remarketing, if any; • the provisions for a sinking fund, if any; • the provisions for redemption or repurchase, if applicable, and any restrictions on our ability to exercise those redemption and repurchase rights; • any listing of the preferred stock on any securities exchange or market; • whether the preferred stock will be convertible into our common stock or other securities of ours, including depositary shares and warrants, and, if applicable, the conversion period, the conversion price, or how it will be calculated, and under what circumstances it may be adjusted; • whether the preferred stock will be exchangeable into debt securities, and, if applicable, the exchange period, the exchange price, or how it will be calculated, and under what circumstances it may be adjusted; • voting rights, if any, of the preferred stock; • preemption rights, if any; • restrictions on transfer, sale or other assignment, if any; • whether interests in the preferred stock will be represented by depositary shares; • a discussion of any material or special U.S. federal income tax considerations applicable to the preferred stock; • the relative ranking and preferences of the preferred stock as to dividend rights agreementand rights if we liquidate, certain dissolve or wind up our affairs; • any limitations on issuances of any class or series of preferred stock ranking senior to or on a parity with the series of preferred stock being issued as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; and • any other specific terms, rights, preferences, privileges, qualifications or restrictions of the preferred stock. The Delaware General Corporation Law, or DGCL, which is the law of the state of our incorporation, provides that the holders of shares of our common stock, or their affiliates or transferees, preferred stock will have the right to require us vote separately as a class (or, in some cases, as a series) on an amendment to register their our certificate of incorporation if the amendment would change the par value, the powers, preferences or special rights of the class or series so as to adversely affect the class or series, as the case may be, or, unless the certificate of incorporation provided otherwise, the number of authorized shares under of the Securities Act so class. This right is in addition to any voting rights that those shares may be publicly resoldprovided for in the applicable certificate of designation. Warrants As of June 30, or 2020, there werepre-funded warrants outstanding to include their purchase 3,793,706 shares in any registration statement we fileof common stock, in each case as described beloworthe Pre-Funded Warrants. The registration rights terminate Pre-Funded Warrants are exercisable at any time, provided thateach Pre-Funded Warrant holder will be prohibited from exercising such Pre-Funded Warrants into shares of common stock if, as a result of such exercise, the holder, together with respect its affiliates, would own more than 9.99% of the total number of shares of common stock then issued and outstanding, which percentage may change at the holders’ election to any other number less than or equal to 19.99% upon 61 days’ notice to the registration rights of an individual holder on the earliest to occur of May 8, 2024 (five years following our initial public offering), the liquidation, dissolution or indefinite cessation of the business operations of our company, or the closing of a deemed liquidation, dissolution or winding up of our company pursuant to our amended and restated certificate of incorporation, or with respect to any particular stockholder, such time after the effective date of the registration statement that such stockholder can sell all of its shares under Rule 144 of the Securities Act during any three-month period without registrationCompany.