Exhibit
4.4


 


DESCRIPTION
OF THE REGISTRANT’S SECURITIES REGISTERED


PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934


 


The
following description of our common stock is a summary and does not purport to be complete. It is subject to and qualified in
its entirety by reference to our amended and restated certificate of incorporation (the “Certificate of Incorporation”)
and our amended and restated bylaws (the “Bylaws”), each of which is incorporated herein by reference as an exhibit
to the Annual Report on Form 10-K filed with the Securities and Exchange Commission, of which this Exhibit 4.4 is a part. We encourage
you to read our Certificate of Incorporation, our Bylaws and the applicable provisions of the General Corporation Law of the State
of Delaware (the “DGCL”) for additional information.


 


Authorized
Capitalization


 


We
have 110,000,000 shares of capital stock authorized under our Certificate of Incorporation, consisting of 100,000,000 shares
of common stock with a par value of $0.00001 per share and 10,000,000 shares of preferred stock with a par value of $0.00001
per share. As of March 29, 2021, we had 4,945,153 shares of common stock outstanding and no shares of preferred stock outstanding.


 


Common
Stock


 


Holders
of our common stock are entitled to such dividends as may be declared by our board of directors out of funds legally available
for such purpose. The shares of common stock are neither redeemable nor convertible. Holders of common stock have no preemptive
or subscription rights to purchase any of our securities.


 


Each
holder of our common stock is entitled to one vote for each such share outstanding in the holder’s name. No holder of common
stock is entitled to cumulate votes in voting for directors.


 


In
the event of our liquidation, dissolution or winding up, the holders of our common stock are entitled to receive pro rata our
assets, which are legally available for distribution, after payments of all debts and other liabilities. All of the outstanding
shares of our common stock are fully paid and non-assessable. The shares of common stock offered by this prospectus will also
be fully paid and non-assessable.


 


Preferred
Stock


 


Our
board of directors has the authority, without further action by our stockholders, to issue up to 10,000,000 shares of preferred
stock in one or more classes or series and to fix the designations, rights, preferences, privileges and restrictions thereof,
without further vote or action by the stockholder. 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 class or 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.


 


Anti-Takeover
Effects of Delaware law and Our Certificate of Incorporation and Bylaws


 


The
provisions of Delaware law, our Certificate of Incorporation and our may have the effect of delaying, deferring or discouraging
another party from acquiring control of us.


 






     


     


    

 


Section 203
of the Delaware General Corporation Law


 


We
are subject to Section 203 of the DGCL, which prohibits a Delaware corporation from engaging in any business combination
with any interested stockholder for a period of three years after the date that such stockholder became an interested stockholder,
with the following exceptions:


 


		●	before
such date, the board of directors of the corporation approved either the business combination or the transaction that resulted
in the stockholder becoming an interested stockholder;



 


		●	upon
completion of the transaction that 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 began, excluding for purposes
of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares
owned (i) by persons who are directors and also officers and (ii) employee stock plans in which employee participants
do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange
offer; or



 


		●	on
or after such date, the business combination is approved by the board of directors and authorized at an annual or special meeting
of the stockholder, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that
is not owned by the interested stockholder.



 


In
general, Section 203 defines business combination to include the following:


 


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



 


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



 


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



 


		●	any
transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series
of the corporation beneficially owned by the interested stockholder; or



 


		●	the
receipt by the interested stockholder of the benefit of any loss, advances, guarantees, pledges or other financial benefits by
or through the corporation.



 


In
general, Section 203 defines an “interested stockholder” as an entity or person who, together with the person’s
affiliates and associates, beneficially owns, or within three years prior to the time of determination of interested stockholder
status did own, 15% or more of the outstanding voting stock of the corporation.


 


Certificate
of Incorporation and Bylaws


 


Our
Certificate of Incorporation and Bylaws provide for:


 


		●	authorizing
the issuance of “blank check” preferred stock, the terms of which may be established and shares of which may be issued
without stockholder approval;



 


		●	limiting
the removal of directors by the stockholders;



 


		●	requiring
a supermajority vote of stockholders to amend our bylaws or certain provisions our certificate of incorporation;



 


		●	prohibiting
stockholder action by written consent, thereby requiring all stockholder actions to be taken at a meeting of our stockholders;



 


		●	eliminating
the ability of stockholders to call a special meeting of stockholders;



 





		●	establishing
advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted
upon at stockholder meetings;



 


		●	establishing
Delaware as the exclusive jurisdiction for certain stockholder litigation against us; and



 


		●	a
classified board of directors.



 






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Potential
Effects of Authorized but Unissued Stock


 


We
have shares of common stock and preferred stock available for future issuance without stockholder approval. We may utilize these
additional shares for a variety of corporate purposes, including future public offerings to raise additional capital, to facilitate
corporate acquisitions or payment as a dividend on the capital stock.


 


The
existence of unissued and unreserved common stock and preferred stock may enable our board of directors to issue shares to persons
friendly to current management or to issue preferred stock with terms that could render more difficult or discourage a third-party attempt
to obtain control of us by means of a merger, tender offer, proxy contest or otherwise, thereby protecting the continuity of our
management. In addition, the board of directors has the discretion to determine designations, rights, preferences, privileges
and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences
of each series of preferred stock, all to the fullest extent permissible under the DGCL and subject to any limitations set forth
in our certificate of incorporation. The purpose of authorizing the board of directors to issue preferred stock and to determine
the rights and preferences applicable to such preferred stock is to eliminate delays associated with a stockholder vote on specific
issuances. The issuance of preferred stock, while providing desirable flexibility in connection with possible financings, acquisitions
and other corporate purposes, could have the effect of making it more difficult for a third-party to acquire, or could discourage
a third-party from acquiring, a majority of our outstanding voting stock.


 


Choice
of Forum


 


Unless
we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole
and exclusive forum for any stockholder to bring (i) any derivative action or proceeding brought on behalf of the Company,
(ii) any action asserting a claim of breach of fiduciary duty owed by any director, officer or other employee of the Company
or the Company’s stockholders, creditors or constituents, (iii) any action asserting a claim against the Company or
any director or officer of the Company arising pursuant to, or a claim against the Company or any director or officer of the Company,
with respect to the interpretation or application of any provision of, the DGCL, our certificate of incorporation or bylaws, or
(iv) any action asserting a claim governed by the internal affairs doctrine, except for, in each of the aforementioned actions,
any claims to which the Court of Chancery of the State of Delaware determines it lacks jurisdiction. This provision will not apply
to claims arising under the Exchange Act, the Securities Act or for any other federal securities laws which provide for exclusive
federal jurisdiction. However, the exclusive forum provision provides that unless we consent in writing to the selection of an
alternative forum, the federal district courts of the United States of America will be the exclusive forum for the resolution
of any complaint asserting a cause of action arising under the Securities Act. Therefore, this provision could apply to a suit
that falls within one or more of the categories enumerated in the exclusive forum provision and that asserts claims under the
Securities Act, inasmuch as 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.
There is uncertainty as to whether a court would enforce such an exclusive forum provision with respect to claims under the Securities
Act.


 


Whether
a court would enforce the provision and that investors cannot waive compliance with the federal securities laws and the rules
and regulations thereunder. Although we believe this provision benefits us by providing increased consistency in the application
of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against
our directors and officers.


 


Transfer
Agent and Registrar


 


The
transfer agent and registrar for our common stock is V-Stock Transfer LLC.


 


National
Securities Exchange Listing


 


Our
common stock is listed on the Nasdaq Capital Market under the symbol “VRPX.”


 






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