Exhibit
4.2


  


DESCRIPTION
OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED


 


The
following description of registered securities of ImmuCell Corporation (“us,” “our,” “we”
or the “Company”) is intended as a summary only and therefore is not a complete description. This description is based
upon, and is qualified by reference to, our certificate of incorporation, our by-laws and applicable provisions of the Delaware
General Corporation Law (the “DGCL”). You should read our certificate of incorporation and by-laws, which are incorporated
by reference as Exhibits3.1 - 3.6 and 3.7, respectively, to the Annual Report on Form 10-K of which this Exhibit 4.2 is a part,
for the provisions that are important to you.


 


Our
authorized capital stock consists of 15,000,000 shares of common stock. As of March 19, 2021 there were 7,220,836 shares of common
stock outstanding. Our common stock is registered under Section 12(g) of the Securities Exchange Act of 1934, as amended.


 


Common
Stock


 


The
holders of common stock are entitled to receive ratable dividends, if any, as may be declared from time to time by the Board of
Directors out of funds legally available for that purpose. In the event of our liquidation, dissolution or winding up, whether
voluntary or involuntary, the holders of common stock are entitled to share ratably in all assets remaining after payment of or
provision for liabilities. The common stock has no preemptive or conversion rights or other subscription rights. There are no
redemption or sinking fund provisions applicable to the common stock. All outstanding shares of common stock are fully paid and
nonassessable, and the shares of common stock to be issued upon the closing of this offering will be fully paid and nonassessable.


 


The
holders of common stock are entitled to one vote per share on all matters to be voted upon by the shareholders. There is
no cumulative voting.


  


Effect
of Certain Provisions of our Certificate of Incorporation, Bylaws and Common Stock Rights Plan


 


Provisions
of our certificate of incorporation, our bylaws, our Common Stock Rights Plan or Delaware law may discourage, delay or prevent
a merger, acquisition or other change in control that stockholders may consider favorable, including transactions in which stockholders
might otherwise receive a premium for their shares of our common stock. These provisions may also prevent or frustrate attempts
by our stockholders to replace or remove our management. These provisions include:


 


		●	limitations
                                         on the removal of directors; advance notice requirements for stockholder proposals and
                                         nominations;



 


		●	the
                                         ability of our Board of Directors to alter or repeal our bylaws;



 


		●	the
                                         ability of our Board of Directors to refuse to redeem rights issued under our Common
                                         Stock Rights Plan or otherwise to limit or suspend its operation that would work to dilute
                                         the stock ownership of a potential hostile acquirer, likely preventing acquisitions that
                                         have not been approved by our Board of Directors; and



 


		●	Section
                                         203 of the Delaware General Corporation Law, which prohibits a publicly-held Delaware
                                         corporation from engaging in a business combination with an interested stockholder (generally
                                         defined as a person which together with its affiliates owns, or within the last three
                                         years has owned, 15% of our voting stock, for a period of three years after the date
                                         of the transaction in which the person became an interested stockholder) unless the business
                                         combination is approved in a prescribed manner.



  


The
existence of the foregoing provisions and anti-takeover measures could depress the trading price of our common stock or limit
the price that investors might be willing to pay in the future for shares of our common stock. They could also deter potential
acquirers of our Company, thereby reducing the likelihood of obtaining a premium for our common stock in an acquisition.


 






     


     


    




 


These
provisions, summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids and to promote
stability in our management. These provisions are also designed to encourage persons seeking to acquire control of us to first
negotiate with our Board of Directors.


 


		●	Shareholder
Meetings. Our bylaws provide that a special meeting of shareholders may be called only by the President or by the Board of Directors
or by shareholders holding a majority of the outstanding shares of our common stock.



 


		●	Requirements
for Advance Notification of Shareholder Nominations and Proposals. Our bylaws establish advance notice procedures with respect
to shareholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the
direction of our Board of Directors or a committee of the Board of Directors.



 


		●	Board
of Directors Vacancies. Under our bylaws, any vacancy on the Board of Directors, including a vacancy resulting from an enlargement
of the Board of Directors, may only be filled by vote of a majority of the remaining directors. Any director may be removed by
vote of the holders of a majority of the outstanding shares of our common stock. The limitations on the removal of directors and
filling of vacancies would have the effect of making it more difficult for a third party to acquire control of us, or of discouraging
a third party from acquiring control of us.



 


		●	Board
of Directors Size. Within the range specified by our bylaws, our Board of Directors determines the size of our Board of Directors
and may create new directorships and elect new directors, which may enable an incumbent Board of Directors to maintain control
by adding directors.



 


		●	Indemnification.
Our certificate of incorporation and our bylaws, as amended, provide that we will indemnify officers and directors against losses
as they incur in investigations and legal proceedings resulting from their services to us, which may include service in connection
with takeover defense measures.



 


In
September 1995, our Board of Directors adopted a Common Stock Rights Plan and declared a dividend of one common share purchase
right (a "Right") for each of the then outstanding shares of the common stock of the Company. Each Right entitles the
registered holder to purchase from the Company one share of common stock at an initial purchase price of $70.00 per share, subject
to adjustment. The description and terms of the Rights are set forth in a Rights Agreement between the Company and American Stock
Transfer & Trust Company, LLC, as Rights Agent.


 


The
Rights (as amended) become exercisable and transferable apart from the common stock upon the earlier of i) 10 days following a
public announcement that a person or group (Acquiring Person) has, without the prior consent of the Continuing Directors (as such
term is defined in the Rights Agreement), acquired beneficial ownership of20% or more of the outstanding common stock or ii) 10
days following commencement of a tender offer or exchange offer the consummation of which would result in ownership by a person
or group of20% or more of the outstanding common stock (the earlier of such dates being called the Distribution Date).


 


Upon
the Distribution Date, the holder of each Right not owned by the Acquiring Person would be entitled to purchase common stock at
a discount to the initial purchase price of $70.00 per share, effectively equal to one half of the market price of a share of
common stock on the date the Acquiring Person becomes an Acquiring Person. If, after the Distribution Date, the Company should
consolidate or merge with any other entity and the Company were not the surviving company, or, if the Company were the surviving
company, all or part of the Company's common stock were changed or exchanged into the securities of any other entity, or if more
than 50% of the Company's assets or earning power were sold, each Right would entitle its holder to purchase, at the Rights' then-current
purchase price, a number of shares of the acquiring company's common stock having a market value at that time equal to twice the
Right's exercise price.


 






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At
any time after a person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more
of the outstanding common stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such
person or group which have become void), in whole or in part, at an exchange ratio of one share of common stock per Right (subject
to adjustment). At any time prior to 14 days following the date that any person or group becomes an Acquiring Person (subject
to extension by the Board of Directors), the Board of Directors of the Company may redeem the then outstanding Rights in whole,
but not in part, at a price of $0.005 per Right, subject to adjustment.











 


On
June 8, 2005, our Board of Directors voted to authorize an amendment of the Rights Agreement to extend the Final Expiration Date
by an additional three years, to September 19, 2008. As of June 30, 2005, we entered into an amendment to the Rights Agreement
with the Rights Agent reflecting such extension. On June 6, 2008 our Board of Directors voted to authorize an amendment of the
Rights Agreement to extend the Final Expiration Date by an additional three years, to September 19, 2011, and to increase the
ownership threshold for determining "Acquiring Person" status from 15% to 18%. As of June 30, 2008, we entered into
an amendment to the Rights Agreement with the Rights Agent reflecting such extension and threshold increase. On August 5, 2011,
our Board of Directors voted to authorize amendments of the Rights Agreement to extend the Final Expiration Date by an additional
three years to September 19, 2014 and to increase the ownership threshold for determining "Acquiring Person" status
from 18% to 20%. As of August 9, 2011, we entered into an amendment to the Rights Agreement with the Rights Agent reflecting such
extension and threshold increase. On June 10, 2014, our Board of Directors voted to authorize an amendment to the Rights Agreement
to extend the formal expiration date by an additional three years to September 19, 2017. As of June 16, 2014, we entered into
an amendment to the Rights Agreement with the Rights Agent reflecting such extension. As of April 15, 2015, we entered into an
amendment to the Rights Agreement with the Rights Agent deleting the provisions requiring that redemptions of the Rights, waivers
or consents avoiding "Acquiring Person" status or certain amendments to the Rights Agreement be approved by "Continuing
Directors". On June 15, 2017, our Board of Directors voted to authorize an amendment to the Rights Agreement to extend the
final expiration date by an additional five years to September 19, 2022. As of August 10, 2017, we entered into an amendment to
the Rights Agreement with the Rights Agent reflecting such extension. No other changes have been made to the terms of the Rights
or the Rights Agreement.


 


Our
Board of Directors believes that there is some risk that the potential value of the mastitis product development initiative and
the potential value of our broadened First Defense® product line offerings are not fairly reflected in the market price of
our common stock, as it fluctuates from time to time, and that opportunistic buyers could take advantage of that disparity to
the detriment of our stockholders. If this were to happen and result in a potential threat through an unsolicited acquisition
effort or otherwise, our Board of Directors feels that the Common Stock Rights Plan could enhance stockholder value by providing
management with negotiating leverage.


 


Listing


 


Our
common stock is listed on the NASDAQ Capital Market under the symbol "ICCC".


 


Transfer
Agent and Registrar


 


The
transfer agent and registrar for our common stock is American Stock Transfer & Trust Company, LLC.


 


 


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