EXHIBIT 4.9


 


DESCRIPTION
OF REGISTRANT’S SECURITIES


REGISTERED
PURSUANT TO SECTION 12 OF THE


SECURITIES
EXCHANGE ACT OF 1934


 


Set forth below
is the description of the securities of Scopus BioPharma Inc. (the “Company”) currently registered under Section 12
of the Securities Exchange Act of 1934 (the “Exchange Act”). The following description summarizes the most important
terms of these securities. This summary does not purport to be complete and is qualified in its entirety by the provisions of our
Amended and Restated Certificate of Incorporation and our Amended and Restated By-laws, copies of which have been previously filed
with the Securities and Exchange Commission and are incorporated by reference into the Annual Report on Form 10-K for the year
ended December 31, 2020. You should refer to our Amended and Restated Certificate of Incorporation, Amended and Restated By-laws
and the applicable provisions of the Delaware General Corporation Law for a complete description.


 


Common stock,
par value $0.001 per share (the “Common Stock”) is the only class of our securities currently registered under Section
12 of the Exchange Act. Our Common Stock is listed on the Nasdaq Global Market under the symbol “SCPS.”


 


Authorized
Common Stock


 


Our authorized
Common Stock consists of 50,000,000 shares.


 


Dividend Rights


 


Subject to preferences
that may apply to any shares of preferred stock outstanding at the time, the holders of our Common Stock are entitled to receive
dividends out of funds legally available if our Board of Directors, in its discretion, determines to declare and pay dividends
and then only at the times and in the amounts that our Board of Directors may determine.


 


Voting Rights


 


Holders of our
Common Stock are entitled to one vote for each share held on all matters properly submitted to a vote of stockholders on which
holders of Common Stock are entitled to vote. We have not provided for cumulative voting for the election of directors in our Amended
and Restated Certificate of Incorporation. The directors are elected by a plurality of the outstanding shares entitled to vote
on the election of directors. On all other matters the affirmative vote of a majority of the voting power of the shares present
or represented by proxy at the meeting and entitled to vote on the subject matter constitutes the act of the stockholders, except
as otherwise expressly provided by the Delaware General Corporation Law.


 


No Preemptive
or Similar Rights


 


Our Common Stock
is not entitled to preemptive rights, and is not subject to conversion, redemption or sinking fund provisions.


 


Right to Receive
Liquidation Distributions


 


If we become subject
to a liquidation, dissolution or winding-up, the assets legally available for distribution to our stockholders would be distributable
ratably among the holders of our Common Stock and any participating preferred stock outstanding at that time, subject to prior
satisfaction of all outstanding debt and liabilities and the preferential rights of and the payment of liquidation preferences,
if any, on any outstanding shares of preferred stock.


 


Transfer Agent
and Registrar


 


Continental Stock
Transfer and Trust Company is the transfer agent and registrar in respect of the Common Stock.