Exhibit
4.12


 


Description
of Rennova Health, Inc.’s Securities


 


The
following is a summary of the terms of each class of the securities of Rennova Health, Inc. (the “Company”) that is
registered under Section 12 of the Securities Exchange Act of 1934, as amended.


 


Common
Stock


 


The
following summary of the terms of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”),
is not complete and is subject to and qualified in its entirety by reference to the relevant provisions of the laws of the State
of Delaware, the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”), and
its Restated Bylaws (the “Bylaws”). Copies of the Certificate of Incorporation and Bylaws have been filed as exhibits
with the Securities and Exchange Commission.


 


General


 


The total number of shares
which the Company is authorized to issue is 10,005,000,000 shares, consisting of 10,000,000,000 shares of Common Stock and 5,000,000
shares of Preferred Stock, par value $0.01 per share (the “Preferred Stock”). As of May 31, 2020, we had 9,898,936,775
shares of Common Stock issued and outstanding and an aggregate of 2,006,513 shares of Preferred Stock of various series
issued and outstanding.


 


The
Common Stock is traded on the OTC Pink under the symbol “RNVA”. The transfer agent for the Common Stock is Computershare
Trust Company, N.A.


 


Voting
and Other Rights


 


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 the 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. In the event of our liquidation, dissolution or winding up, holders of our Common
Stock will be 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.


 


Warrants


 


The
following is a summary of certain terms and conditions of the warrants to purchase common stock issued on July 19, 2016 (the “Warrants”)
and is subject to and qualified in its entirety by reference to the provisions contained in the Warrants. A form of Warrant has
been filed as an exhibit with the Securities and Exchange Commission.


 




    	 



    	 



    

 


Exercisability


 


The
Warrants are exercisable at any time after their original issuance and at any time up to the date that is five years after their
original issuance. As of March 31, 2020, the Warrants are exercisable into an aggregate of 82 shares of Common Stock. The Warrants
are exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice and, at
any time a registration statement registering the issuance of the shares of Common Stock underlying the Warrants under the Securities
Act of 1933, as amended (the “Securities Act”), is effective and available for the issuance of such shares, or an
exemption from registration under the Securities Act is available for the issuance of such shares, by payment in full in immediately
available funds for the number of shares of Common Stock purchased upon such exercise. If a registration statement registering
the issuance of the shares of Common Stock underlying the Warrants under the Securities Act is not effective or available and
an exemption from registration under the Securities Act is not available for the issuance of such shares, the holder may, in its
sole discretion, elect to exercise the Warrant through a cashless exercise, in which case the holder would receive upon such exercise
the net number of shares of Common Stock determined according to the formula set forth in the Warrant. No fractional shares of
Common Stock will be issued in connection with the exercise of a Warrant. In lieu of fractional shares, we will pay the holder
an amount in cash equal to the fractional amount multiplied by the exercise price.


 


Exercise
Limitation


 


A
holder will not have the right to exercise any portion of a Warrant if the holder (together with its affiliates) would beneficially
own in excess of 4.99% of the number of shares of our Common Stock outstanding immediately after giving effect to the exercise,
as such percentage ownership is determined in accordance with the terms of the Warrants. However, any holder may increase or decrease
such percentage to any other percentage not in excess of 9.99% upon at least 61 days’ prior notice from the holder to us.


 


Exercise
Price


 


The
exercise price per whole share of Common Stock purchasable upon exercise of the Warrants is $101,375 per share of Common Stock.
The exercise price is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits,
stock combinations, reclassifications or similar events affecting our Common Stock and also upon any distributions of assets,
including cash, stock or other property to our stockholders.


 


Transferability


 


Subject
to applicable laws, the Warrants may be offered for sale, sold, transferred or assigned without our consent.


 


Symbol


 


The
Warrants are traded on the OTC Pink under the symbol “RNVAZ”.


 


Fundamental
Transactions


 


In
the event of a fundamental transaction, as described in the Warrants and generally including any reorganization, recapitalization
or reclassification of our Common Stock, the sale, transfer or other disposition of all or substantially all of our properties
or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding Common
Stock, or any person or group becoming the beneficial owner of 50% of the voting power represented by our outstanding Common Stock,
the holders of the Warrants will be entitled to receive upon exercise of the Warrants the kind and amount of securities, cash
or other property that the holders would have received had they exercised the Warrants immediately prior to such fundamental transaction.


 




    	 



    	 



    

 


Rights
as a Stockholder


 


Except
as otherwise provided in the Warrants or by virtue of such holder’s ownership of shares of our Common Stock, the holder
of a Warrant does not have the rights or privileges of a holder of our Common Stock, including any voting rights, until the holder
exercises the Warrant.


 


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


 


Certain
provisions of Delaware law, our Certificate of Incorporation and our Bylaws contain provisions that could have the effect of delaying,
deferring or discouraging another party from acquiring control of us. These provisions, which are summarized below, may have the
effect of discouraging coercive takeover practices and inadequate takeover bids. These provisions are also designed, in part,
to encourage persons seeking to acquire control of us to first negotiate with our Board of Directors. We believe that the benefits
of increased protection of our potential ability to negotiate with an unfriendly or unsolicited acquirer outweigh the disadvantages
of discouraging a proposal to acquire us because negotiation of these proposals could result in an improvement of their terms.


 


Board
Composition and Filling Vacancies


 


Our
Bylaws provide that any director or the entire Board of Directors may be removed at any time, with or without cause, by the holders
of a majority of the shares then entitled to vote at an election of directors. Directors shall be elected at the annual meeting
of the stockholders and each director elected shall hold office until his successor is elected and qualified; provided, however,
that unless otherwise restricted by the Certificate of Incorporation or by law, any director or the entire Board of Directors
may be removed, either with or without cause, from the Board of Directors at any meeting of stockholders by a majority of the
stock represented and entitled to vote thereat. Vacancies on the Board of Directors by reason of death, resignation, retirement,
disqualification, removal from office, or otherwise, and newly created directorships resulting from any increase in the authorized
number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining
director. The directors so chosen shall hold office until the next annual election of directors and until their successors are
duly elected and shall qualify, unless sooner displaced.


 


Meetings
of Stockholders


 


Our
Certificate of Incorporation and Bylaws provide that only 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 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
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 Bylaws 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 Bylaws


 


The
Board of Directors may from time to time make, amend, supplement or repeal the Company’s Bylaws by vote of a majority of
the Board of Directors, and the stockholders may change or amend or repeal these Bylaws by the affirmative vote of the holders
of a majority of the Company’s voting securities. In addition to and not in limitation of the foregoing, the Company’s
Bylaws or any of them may be amended or supplemented in any respect at any time, either: (i) at any meeting of stockholders, provided
that any amendment or supplement proposed to be acted upon at any such meeting shall have been described or referred to in the
notice of such meeting; or (ii) at any meeting of the Board of Directors, provided that any amendment or supplement proposed to
be acted upon at any such meeting shall have been described or referred to in the notice of such meeting or an announcement with
respect thereto shall have been made at the last previous Board of Directors meeting, and provided further that no amendment or
supplement adopted by the Board of Directors shall vary or conflict with any amendment or supplement adopted by the stockholders.


 


Section
203 of the Delaware General Corporation Law


 


We
are subject to the provisions of Section 203 of the DGCL. 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.


 


Authorized
Blank Check Preferred


 


The
Board of Directors is expressly authorized, subject to the limitations prescribed by law and the provisions of our Certificate
of Incorporation, to provide for the issuance of all or any shares of any wholly unissued series of Preferred Stock, each with
such designations, preferences, voting powers (or no voting powers), relative, participating, optional or other special rights
and privileges and such qualifications, limitations or restrictions thereof as shall be stated in the resolution or resolutions
adopted by the Board of Directors to create such series. The authority of the Board of Directors with respect to each such series
shall include without limitation of the foregoing the right to specify the number of shares of each such series and to authorize
and increase or decrease in such number of shares and the right to provide that the shares of each such series may be (i) subject
to redemption at such time or times and at such price or prices; (ii) entitled to receive dividends (which may be cumulative or
non-cumulative) at such rates, on such conditions, and at such times, and payable in preference to, or in such relation to, the
dividends payable on any other class or classes or any other series; (iii) entitled to such rights upon the dissolution of, or
upon any distribution of the assets of, the Company, (iv) convertible into, or exchangeable for, shares of any other class or
classes of stock, or of any other series of the same or any other class or classes of stock of the Company at such price or prices
or at such rates of exchange and with such adjustments, if any; (v) entitled to the benefit of such limitations, if any, on the
issuance of additional shares of such series or shares of any other series of Preferred Stock; or (vi) entitled to such other
preferences, powers, qualifications, rights and privileges, all as the Board of Directors may deem advisable and as are not inconsistent
with the laws of Delaware in force from time to time. All preferences, voting powers, relative, participating, optional or other
special rights and privileges, and qualifications, limitations, or restrictions of the Common Stock are expressly made subject
and subordinate to those that are fixed and those that may be fixed with respect to any shares of Preferred Stock.