Exhibit 4.7


 


DESCRIPTION OF SECURITIES


REGISTERED PURSUANT TO SECTION 12
OF THE


SECURITIES EXCHANGE ACT OF 1934, AS AMENDED


 


As of December 31, 2020, Synthetic
Biologics, Inc. (the “Registrant,” “we,” “us,” and “our”) had one class of
securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
which is our common stock, par value $0.001 per share (the “Common Stock”).


 


General


 


The following description of the Common
Stock is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Registrant’s
Articles of Incorporation, as amended (the “Articles of Incorporation”), and Amended and Restated Bylaws (the “Bylaws”),
each of which are incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.7
is a part. We encourage you to read our Articles of Incorporation, our Bylaws and the applicable provisions of Nevada Revised Statute
(the “NRS”), for additional information.


 


Description of Common Stock


 


Authorized Shares of Common Stock


 


We currently have authorized 200,000,000
million shares of Common Stock.


 


Voting Rights


 


The holders of the Common Stock are entitled
to one vote for each share held of record on all matters submitted to a vote of the stockholders, including the election of directors,
and do not have cumulative voting rights. Accordingly, the holders of a majority of the shares of the Common Stock entitled to
vote in any election of directors can elect all of the directors standing for election.


 


Dividend Rights


 


Subject to preferences that may be applicable
to any then outstanding preferred stock, the holders of Common Stock are entitled to receive dividends, if any, as may be declared
from time to time by our board of directors out of legally available funds.


 


Liquidation Rights


 


In the event of our liquidation, dissolution
or winding up, holders of the Common Stock will be entitled to share ratably in the net assets legally available for distribution
to stockholders after the payment of all of our debts and other liabilities, subject to the satisfaction of any liquidation preference
granted to the holders of any then outstanding shares of preferred stock.


 


Other Rights and Preferences


 


The holders of the Common Stock have no
preemptive, conversion or subscription rights, and there are no redemption or sinking fund provisions applicable to the Common
Stock. The rights, preferences and privileges of the holders of the Common Stock are subject 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.


 


Fully Paid and Nonassessable


 


All of our outstanding shares of Common
Stock are fully paid and nonassessable.


 






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Transfer Agent and Registrar


 


The transfer agent and registrar for
the Common Stock is Equiniti Trust Company (f/k/a Corporate Stock Transfer, Inc.). The transfer agent’s address is
3200 Cherry Creek South Drive, Suite 430, Denver, Colorado 80209.


 


Listing on the NYSE American


 


The Common Stock is listed on the NYSE American under the symbol
 “SYN.”


 


Stockholder Registration Rights


 


Pursuant to the terms of the registration
rights agreement that we entered into with Intrexon and an affiliated entity, we were required to file a registration statement
with respect to securities issued and are required to maintain the effectiveness of such registration statement. The failure to
do so could result in the payment of damages by us. The registration statement was declared effective on April 29, 2013.


 


Anti-Takeover Effects of Certain Provisions
of our Articles of Incorporation and Bylaws


 


Our Articles of Incorporation and Bylaws
contain certain provisions that may have anti-takeover effects, making it more difficult for or preventing a third party from acquiring
control of the Registrant or changing our board of directors and management. According to our Articles of Incorporation and Bylaws,
the holders of the Common Stock do not have cumulative voting rights in the election of our directors. The lack of cumulative voting
makes it more difficult for other stockholders to replace our board of directors or for a third party to obtain control of our
company by replacing its board of directors.


 


Authorized but Unissued Shares


 


Our authorized but unissued shares of Common
Stock will be available for future issuance without stockholder approval. We may use additional shares of Common Stock for a variety
of purposes, including future public offerings to raise additional capital, to fund acquisitions and as employee compensation.
The existence of authorized but unissued shares of Common Stock could render more difficult or discourage an attempt to obtain
control of us by means of a proxy contest, tender offer, merger or otherwise.


 


Anti-Takeover Effects of Nevada Law


 


Business Combinations


 


The “business combination”
provisions of Sections 78.411 to 78.444, inclusive, of the NRS generally prohibit a Nevada corporation with at least 200 stockholders
from engaging in various “combination” transactions with any interested stockholder for a period of two years after
the date of the transaction in which the person became an interested stockholder, unless the transaction is approved by the board
of directors prior to the date the interested stockholder obtained such status or the combination is approved by the board of directors
and thereafter is approved at a meeting of the stockholders by the affirmative vote of stockholders representing at least 60% of
the outstanding voting power held by disinterested stockholders, and extends beyond the expiration of the two-year period, unless:


 


	 	·	the combination was approved by the board of directors prior to the person becoming an interested stockholder or the transaction by which the person first became an interested stockholder was approved by the board of directors before the person became an interested stockholder or the combination is later approved by a majority of the voting power held by disinterested stockholders; or


 


	 	·	if the consideration to be paid by the interested stockholder is at least equal to the highest of: (a) the highest price per share paid by the interested stockholder within the two years immediately preceding the date of the announcement of the combination or in the transaction in which it became an interested stockholder, whichever is higher, (b) the market value per share of Common Stock on the date of announcement of the combination and the date the interested stockholder acquired the shares, whichever is higher, or (c) for holders of preferred stock, the highest liquidation value of the preferred stock, if it is higher.


 






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A “combination” is generally
defined to include mergers or consolidations or any sale, lease exchange, mortgage, pledge, transfer, or other disposition, in
one transaction or a series of transactions, with an “interested stockholder” having: (a) an aggregate market
value equal to 5% or more of the aggregate market value of the assets of the corporation, (b) an aggregate market value equal
to 5% or more of the aggregate market value of all outstanding shares of the corporation, (c) 10% or more of the earning power
or net income of the corporation, and (d) certain other transactions with an interested stockholder or an affiliate or associate
of an interested stockholder.


 


In general, an “interested stockholder”
is a person who, together with affiliates and associates, owns (or within two years, did own) 10% or more of a corporation’s
voting stock. The statute could prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may
discourage attempts to acquire our company even though such a transaction may offer our stockholders the opportunity to sell their
stock at a price above the prevailing market price.


 


Control Share Acquisitions


 


The “control share” provisions
of Sections 78.378 to 78.3793, inclusive, of the NRS apply to “issuing corporations” that are Nevada corporations with
at least 200 stockholders, including at least 100 stockholders of record who are Nevada residents, and that conduct business directly
or indirectly in Nevada. The control share statute prohibits an acquirer, under certain circumstances, from voting its shares of
a target corporation’s stock after crossing certain ownership threshold percentages, unless the acquirer obtains approval
of the target corporation’s disinterested stockholders. The statute specifies three thresholds: one-fifth or more but less
than one-third, one-third but less than a majority, and a majority or more, of the outstanding voting power. Generally, once an
acquirer crosses one of the above thresholds, those shares in an offer or acquisition and acquired within 90 days thereof become
 “control shares” and such control shares are deprived of the right to vote until disinterested stockholders restore
the right. These provisions also provide that if control shares are accorded full voting rights and the acquiring person has acquired
a majority or more of all voting power, all other stockholders who do not vote in favor of authorizing voting rights to the control
shares are entitled to demand payment for the fair value of their shares in accordance with statutory procedures established for
dissenters’ rights.


 


A corporation may elect to not be governed
by, or “opt out” of, the control share provisions by making an election in its articles of incorporation or bylaws,
provided that the opt-out election must be in place on the 10th day following the date an acquiring person has acquired a controlling
interest, that is, crossing any of the three thresholds described above. We have not opted out of the control share statutes, and
will be subject to these statutes if we are an “issuing corporation” as defined in such statutes.


 


The effect of the Nevada control share
statutes is that the acquiring person, and those acting in association with the acquiring person, will obtain only such voting
rights in the control shares as are conferred by a resolution of the stockholders at an annual or special meeting. The Nevada
control share law, if applicable, could have the effect of discouraging takeovers of our company.


 






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