Exhibit 4.5


 


DESCRIPTION OF CAPITAL STOCK


 


The following descriptions are summaries
of the material terms of our amended and restated certificate of incorporation and our amended and restated bylaws. We refer in
this section to our amended and restated certificate of incorporation as our certificate of incorporation, and we refer to our
amended and restated bylaws as our bylaws.


 


General


 


Our authorized capital stock consists of
250,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per
share, all of which shares of preferred stock are undesignated.


 


As of March 15, 2021, 6,811,122 shares of
our common stock and no shares of preferred stock were outstanding and held by 18 stockholders of record.


 


Common Stock


 


The holders of our common stock are entitled
to one vote for each share held on all matters submitted to a vote of the stockholders. The holders of our common stock do not
have any cumulative voting rights. Holders of our common stock are entitled to receive ratably any dividends declared by our board
of directors out of funds legally available for that purpose, subject to any preferential dividend rights of any outstanding preferred
stock. Our common stock has no preemptive rights, conversion rights or other subscription rights or redemption or sinking fund
provisions.


 


On December 30, 2020, we entered into
the 2020 Voting Agreement with Dov Malnik and Tomer Feingold, pursuant to which, at every meeting of our stockholders, and at every
adjournment or postponement thereof, Messrs. Malnik and Feingold (in their capacity as stockholders) shall have the right
to vote all common stock held by them collectively constituting no more than the Share Voting Cap. Any Excess Shares shall be voted
at every meeting of the stockholders of the Company, and at every adjournment or postponement thereof, and on every action or approval
by written consent of the stockholders, in a manner that is proportionate to the manner in which all other holders of the issued
and outstanding shares of Common Stock vote in respect of each matter presented at any such meeting and in respect of each action
taken by written consent. Furthermore, each of Messrs. Malnik and Feingold executed an irrevocable proxy for the voting of
the Excess Shares in accordance with the 2020 Voting Agreement. The 2020 Voting Agreement terminates on the earliest to occur of
(i) the date following the effective date of the 2020 Voting Agreement on which Messrs. Malnik and Feingold collective
beneficial own less than 9.99% of our outstanding common stock, (ii) the date following written notice to them that we have
withdrawn the registration statement in connection with the initial public offering of our common stock, (iii) the third anniversary
of the effectiveness of the registration statement in connection with the initial public offering of our common stock, or (iv) with
respect to either Messrs. Malnik or Feingold, the date on which any proceeding before or brought by the SEC against such stockholder
has been terminated or otherwise concluded. See the section entitled “Certain Relationships and Related Party Transactions—2020
Voting Agreement”.


 


In the event of our liquidation, dissolution
or winding up, holders of our common stock are entitled to share ratably in all assets remaining after payment of all debts and
other liabilities and any liquidation preference of any outstanding preferred stock.


 


Preferred Stock


 


Our board of directors have the authority,
without further action by our stockholders, to issue up to 10,000,000 shares of preferred stock in one or more series and to fix
the rights, preferences, privileges and restrictions thereof. These rights, preferences and privileges could include dividend rights,
conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting,
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 could adversely affect the voting power of holders of common stock and the likelihood that such holders will receive dividend
payments and payments upon our liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring
or preventing a change in control of our company or other corporate action. No shares of preferred stock are outstanding, and we
have no present plan to issue any shares of preferred stock.


 






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Registration Rights


 


Salmon Pharma is entitled to rights with
respect to the registration of the shares of common stock held by it under the Securities Act. These rights are provided under
the terms of an investor’s rights agreement between us and Salmon Pharma. The investor’s rights agreement includes
piggyback registration rights. All fees, costs and expenses of underwritten registrations under this agreement will be borne by
us and all selling expenses, including estimated underwriting discounts and selling commissions, will be borne by the holders of
the shares being registered.


 


Piggyback Registration Rights


 


Pursuant to the investor’s rights agreement,
if we register any of our securities, Salmon Pharma is entitled to include their shares in the registration; provided that Salmon
Pharma accepts the terms of the underwriting as agreed upon between us and the underwriters, and then only in such quantity as
the underwriters in their sole discretion determine will not jeopardize the success of the offering. Subject to certain exceptions
contained in the amended and restated investor’s rights agreement, we and the underwriters may terminate or withdraw any
registration initiated before the effective date of such registration in our sole discretion.


 


Indemnification


 


Our investor’s rights agreement contains
customary cross-indemnification provisions, under which we are obligated to indemnify holders of registrable securities in the
event of material misstatements or omissions in any registration statement attributable to us, and they are obligated to indemnify
us for material misstatements or omissions attributable to them.


 


Expiration of Registration Rights


 


The registration rights terminate upon the
earlier to occur of (i) such time after consummation of the initial public offering of our common stock as Rule 144 or
another similar exemption under the Securities Act is available for the sale of all of Salmon Pharma’s shares without limitation
during a three-month period without registration, or (ii) the third anniversary of the initial public offering of our common
stock.


 


Anti-Takeover Effects of our Certificate of Incorporation
and Bylaws and Delaware Law


 


Our amended and restated certificate of incorporation
and amended and restated bylaws includes a number of provisions that may have the effect of delaying, deferring or preventing another
party from acquiring control of us and encouraging persons considering unsolicited tender offers or other unilateral takeover proposals
to negotiate with our board of directors rather than pursue non-negotiated takeover attempts. These provisions include the items
described below.


 


Board Composition and Filling Vacancies


 


Our amended and restated certificate of incorporation
provides for the division of our board of directors into three classes serving staggered three-year terms, with one class being
elected each year. Our amended and restated certificate of incorporation provides that directors may be removed only for cause
and then only by the affirmative vote of the holders of two-thirds or more of the shares then entitled to vote at an election of
directors. Furthermore, any vacancy on our board of directors, however occurring, including a vacancy resulting from an increase
in the size of our board, may only be filled by the affirmative vote of a majority of our directors then in office even if less
than a quorum. The classification of directors, together with the limitations on removal of directors and treatment of vacancies,
has the effect of making it more difficult for stockholders to change the composition of our board of directors.


 


No Written Consent of Stockholders


 


Our amended and restated certificate of incorporation
provides that all stockholder actions are required to be taken by a vote of the stockholders at an annual or special meeting, and
that stockholders may not take any action by written consent in lieu of a meeting. This limit may lengthen the amount of time required
to take stockholder actions and would prevent the amendment of our bylaws or removal of directors by our stockholders without holding
a meeting of stockholders.


 






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Meetings of Stockholders


 


Our amended and restated certificate of incorporation
and amended and restated bylaws provides that only our chief executive officer, chairman of the board, and a majority of the members
of our board of directors then in office may call special meetings of stockholders and only those matters set forth in the notice
of the special meeting may be considered or acted upon at a special meeting of stockholders. Our amended and restated bylaws limit
the business that may be conducted at an annual meeting of stockholders to those matters properly brought before the meeting.


 


Advance Notice Requirements


 


Our amended and restated bylaws establish
advance notice procedures with regard to stockholder proposals relating to the nomination of candidates for election as directors
or new business to be brought before meetings of our stockholders. These procedures provide that notice of stockholder proposals
must be timely given in writing to our corporate secretary prior to the meeting at which the action is to be taken. Generally,
to be timely, notice must be received at our principal executive offices not less than 90 days nor more than 120 days
prior to the first anniversary date of the annual meeting for the preceding year. Our amended and restated bylaws will specify
the requirements as to form and content of all stockholders’ notices. These requirements may preclude stockholders from bringing
matters before the stockholders at an annual or special meeting.


 


Amendment to Amended and Restated Certificate of Incorporation
and Amended and Restated Bylaws


 


Any amendment of our amended and restated
certificate of incorporation must first be approved by a majority of our board of directors, and if required by law or our amended
and restated certificate of incorporation, must thereafter be approved by a majority of the outstanding shares entitled to vote
on the amendment and a majority of the outstanding shares of each class entitled to vote thereon as a class, except that the amendment
of the provisions relating to removal of our directors, and the amendment of our amended and restated bylaws must be approved by
not less than 66 2/3% of the outstanding shares entitled to vote on the amendment. Our amended and restated bylaws may be amended
by the affirmative vote of a majority of the directors then in office, subject to any limitations set forth in the amended and
restated bylaws; and may also be amended by the affirmative vote of 66 2/3% of the outstanding shares entitled to vote on the amendment.


 


Preferred Stock


 


Our amended and restated certificate of incorporation
provides for 10,000,000 authorized shares of preferred stock. The existence of authorized but unissued shares of preferred stock
may enable our board of directors to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest
or otherwise. For example, if in the due exercise of its fiduciary obligations, our board of directors were to determine that a
takeover proposal is not in the best interests of our stockholders, our board of directors could cause shares of preferred stock
to be issued without stockholder approval in one or more private offerings or other transactions that might dilute the voting or
other rights of the proposed acquirer or insurgent stockholder or stockholder group. In this regard, our amended and restated certificate
of incorporation grants our board of directors broad power to establish the rights and preferences of authorized and unissued shares
of preferred stock. The issuance of shares of preferred stock could decrease the amount of earnings and assets available for distribution
to holders of shares of common stock. The issuance may also adversely affect the rights and powers, including voting rights, of
these holders and may have the effect of delaying, deterring or preventing a change in control of us.


 


Choice of Forum


 


Our amended and restated certificate of incorporation
provides that unless we consent in writing to an alternative forum, the Court of Chancery of the State of Delaware will be the
sole and exclusive forum for any state law claim for (i) any derivative action or proceeding brought on our behalf, (ii) any
action asserting a claim of breach of fiduciary duty owed by any of our directors, officers, and employees to us or our stockholders,
(iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, our amended
and restated certificate of incorporation or our amended and restated certificate of incorporation, or (iv) any action asserting
a claim that is governed by the internal affairs doctrine, in each case subject to the Court of Chancery having personal jurisdiction
over the indispensable parties named as defendants therein (the “Delaware Forum Provision”). This choice of
forum provision does not preclude or contract the scope of exclusive federal jurisdiction for any actions brought under the Exchange
Act. 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. As a result, the exclusive forum provision will not apply
to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have
exclusive jurisdiction, and the Company does not intend for the exclusive forum provision to apply to Exchange Act claims. Additionally,
this choice of forum provision will not apply to claims as to which the Court of Chancery of the State of Delaware does not have
subject matter jurisdiction.





 



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Our amended and restated certificate of incorporation
further provides that unless we consent in writing to the selection of an alternative forum, the federal district courts of the
United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under
the Securities Act.


 


In addition, our amended and restated certificate
of incorporation provides that any person or entity purchasing or otherwise acquiring any interest in shares of our common stock
is deemed to have notice of and consented to the foregoing provisions; provided, however, that stockholders cannot and will not
be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder. The enforceability
of similar choice of forum provisions in other companies’ certificates of incorporation and bylaws has been challenged in
legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable or unenforceable.


 


Section 203 of the Delaware General Corporation Law


 


We are subject to the provisions of Section 203
of the Delaware General Corporation Law. In general, Section 203 prohibits a publicly held Delaware corporation from engaging
in a “business combination” with an “interested stockholder” for a three-year period following the time
that this stockholder becomes an interested stockholder, unless the business combination is approved in a prescribed manner. Under
Section 203, a business combination between a corporation and an interested stockholder is prohibited unless it satisfies
one of the following conditions:


 


		·	before the stockholder became interested, our board of directors approved
either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;



 


		·	upon consummation of 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
at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, shares owned by persons
who are directors and also officers, and employee stock plans, in some instances, but not the outstanding voting stock owned by
the interested stockholder; or



 


		·	at or after the time the stockholder became interested, the business
combination was approved by our board of directors and authorized at an annual or special meeting of the stockholders by the affirmative
vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder.



 


		·	Section 203 defines a business combination to include:



 


		·	any merger or consolidation involving the corporation and the interested
stockholder;



 


		·	any sale, transfer, lease, pledge or other disposition involving the
interested stockholder of 10% or more of the assets of the corporation;



 


		·	subject to exceptions, any transaction that results in the issuance
or transfer by the corporation of any stock of the corporation to the interested stockholder;



 


		·	subject to exceptions, any transaction involving the corporation that
has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned
by the interested stockholder; and



 


		·	the receipt by the interested stockholder of the benefit of any loans,
advances, guarantees, pledges or other financial benefits provided by or through the corporation.



 


In general, Section 203 defines an interested
stockholder as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any
entity or person affiliated with or controlling or controlled by the entity or person.


 


Listing


 


Our common stock is listed on The Nasdaq
Capital Market under the trading symbol “VLON.”


 






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Transfer Agent and Registrar


 


The transfer agent and registrar for our
common stock is VStock Transfer, LLC. The transfer agent and registrar’s address is 18 Lafayette Place, Woodmere, NY 11598.


 



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