Exhibit 4.2


  


DESCRIPTION OF THE REGISTRANT’S
SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934


 


As of February 26,
2021, Wize Pharma, Inc. (the “Company”, “we”, “us” or “our”) has one class of securities
registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Common Stock,
par value $0.001 per share (the “Common Stock”). The Common Stock are quoted on the OTCQB under the symbol “WIZP”.
The following is a summary of some of the terms of the Company’s Common Stock, This summary is not complete and is subject
to and qualified in its entirety by reference to the Company’s Restated Certificate of Incorporation (the “Articles”)
and Amended and Restated Bylaws (the “Bylaws”). The terms of the Common Stock are also subject to and qualified by
the applicable Delaware law.


 


Authorized Capital Stock


 


Under our Articles,
we are authorized to issue up to five hundred million (500,000,000) shares of Common Stock, and one million (1,000,000) shares
of preferred stock, par value $.001 per share(the “Preferred Stock”).


 


Common Stock


 


Holders of our Common
Stock are entitled to one vote for each share held on all matters submitted to a vote of our stockholders. Holders of our Common
Stock have no cumulative voting rights. Further, holders of our Common Stock have no preemptive or conversion rights or other subscription
rights. Upon our liquidation, dissolution or winding-up, holders of our Common Stock are entitled to share in all assets remaining
after payment of all liabilities and the liquidation preferences of any of our outstanding shares of preferred stock. Subject to
preferences that may be applicable to any outstanding shares of preferred stock, holders of our Common Stock are entitled to receive
dividends, if any, as may be declared from time to time by our Board of Directors (the “Board”) out of our assets
which are legally available. Such dividends, if any, are payable in cash, in property or in shares of capital stock.


 


The holders of shares
of our Common Stock that are entitled to cast at least 331⁄3 of the total votes entitled to be cast by the holders of all
of our outstanding capital stock, present in person or by proxy, are necessary to constitute a quorum at any meeting. If a quorum
is present, an action by stockholders entitled to vote on a matter is approved if the number of votes cast in favor of the action
exceeds the number of votes cast in opposition to the action, with the exception of the election of directors, which requires a
plurality of the votes cast, represented in person or by proxy, necessary to constitute a quorum for the transaction of business
at any meeting. If a quorum is present, an action by stockholders entitled to vote on a matter is approved if the number of votes
cast in favor of the action exceeds the number of votes cast in opposition to the action, with the exception of the election of
directors, which requires a plurality of the votes cast.


 


Preferred Stock


 


The Preferred Stock
may be issued without stockholder approval, from time to time in one or more series, each series to be appropriately designated
by a distinguishing letter or title prior to the issuance of any shares thereof, as determined by our Board. Our Articles expressly
authorizes (subject to the rights of the holders of any series of preferred stock pursuant to the terms of our Articles or any
resolution or resolutions providing for the issuance of such series of stock adopted by the Board) the increase or decrease (but
not below the number of shares of such series then outstanding) of the number of shares of any series subsequent to the issuance
of shares of that series by the affirmative vote of the holders of a majority of the Common Stock irrespective of the provisions
of Section 242(b)(2) of the DGCL.


 


Our Board may authorize
the issuance of Preferred Stock with voting or conversion rights that could harm the voting power or other rights of the holders
of the Common Stock. The issuance of Preferred Stock, while providing flexibility in connection with possible acquisitions and
other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in control of
us and might harm the market price of our Common Stock and the voting and other rights of the holders of Common Stock.


 






     


     


    

 


Series A Preferred Stock


 


On October 22, 2018,
the Company filed a Certificate of Designations of Series A Preferred Stock (the “Series A Certificate of Designations”)
with the Secretary of State of Delaware. Pursuant to the Series A Certificate of Designations, the Company designated 1,350 shares
of preferred stock as Series A Preferred Stock. The Series A Preferred Stock has a stated value of $1,000 per share and is convertible
into shares of Common Stock in an amount determined by dividing the stated value of $1,000 by the conversion price of $1.00, such
that each share of Series A Preferred Stock is convertible into 1,000 shares of Common Stock. The Series A Preferred Stock may
not be converted into Common Stock to the extent such conversion would cause the holder to beneficially own more than 4.99% (or
9.99%, at the election of the investor) of the Company’s outstanding Common Stock. The Series A Preferred Stock is entitled
to dividends on an as-converted basis with the Common Stock. The Series A Preferred Stock votes with the Common Stock on an as-converted
basis, subject to the beneficial ownership limitation.


 


Series B Preferred Stock


 


On February 18, 2020,
the Company filed a Certificate of Designations of Series B Non-Voting Redeemable Preferred Stock (the “Series B Certificate
of Designations”) with the Secretary of State of Delaware. Pursuant to the Series B Certificate of Designations, the
Company designated 7,500 shares of preferred stock as Series B Preferred Stock. The Series B Preferred Stock are not convertible
into shares of common stock of the Company and have no voting powers, except as related to certain rights to protect the rights
and preferences of the Series B Preferred Stock and with respect to sales or dispositions of the Series B Preferred Stock at a
price per share below the Price Restriction. The Series B Preferred Stock entitles its holders to (i) 80% of the proceeds received
by the Company through future sales of the Bonus Shares issued to the Company under the Bonus Agreements and (ii) 80% of any cash
dividends received by the Company on such Bonus Shares. Under the Series B Certificate of Designations, the Company has the option
to redeem the Series B Preferred Stock at any time by distributing to holders of the Series B Preferred Stock (i) 80% of the Bonus
Shares then held by the Company and (ii) 80% of all dividends received by the Company but not yet paid to holders of the Series
B Preferred Stock (the “Redemption Payment”). The Company is required to redeem the Series B Preferred Stock
through payment of the Redemption Payment upon the earlier of (i) 60 days following the Nasdaq Listing, and (ii) December 28, 2020.
On July 8, 2020, the Company elected to redeem all of the Series B Preferred Stock.


 


Anti-Takeover Provisions of Delaware Law, Our Articles and
Bylaws


 


The provisions of Delaware
law, our Articles and our Bylaws could discourage or make it more difficult to accomplish a proxy contest or other change in our
management or the acquisition of control by a holder of a substantial amount of our voting stock. It is possible that these provisions
could make it more difficult to accomplish, or could deter, transactions that stockholders may otherwise consider to be in their
best interests or in our best interests. These provisions are intended to enhance the likelihood of continuity and stability in
the composition of our Board and in the policies formulated by our Board and to discourage certain types of transactions that may
involve an actual or threatened change of our control. These provisions are designed to reduce our vulnerability to an unsolicited
acquisition proposal and to discourage certain tactics that may be used in proxy fights. Such provisions also may have the effect
of preventing changes in our management.


 


Delaware Statutory Business Combinations
Provision


 


Section 203 of the
DGCL prohibits a publicly-held Delaware corporation from engaging in a “business combination” with an “interested
stockholder” for a period of three (3) years after the date of the transaction in which the person became an interested stockholder,
unless the business combination is, or the transaction in which the person became an interested stockholder was, approved in a
prescribed manner or another prescribed exception applies. For purposes of Section 203, a “business combination” is
defined broadly to include a merger, asset sale or other transaction resulting in a financial benefit to the interested stockholder,
and, subject to certain exceptions, an “interested stockholder” is a person who, together with his or her affiliates
and associates, owns, or within three (3) years prior, did own, 15% or more of the corporation’s voting stock. However, we
elected to opt out of the provisions of Section 203.


 






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Advance Notice Provisions for Stockholder
Proposals and Stockholder Nominations of Directors


 


Our Bylaws provide
that, for nominations to our Board or for other business to be properly brought by a stockholder before a meeting of stockholders,
the stockholder must first have given timely notice of the proposal in writing to our secretary at our principal offices. For an
annual meeting, a stockholder’s notice generally must be delivered not less than 45 days nor more than 75 days prior to the
one-year anniversary of the date on which we first mailed our proxy materials for the preceding year’s annual meeting of
stockholders. For an annual meeting, the notice must generally be delivered not later than the close of business on the later of
the 90th day prior to such annual meeting or the 10th day following the day on which public announcement
is first made. Detailed requirements as to the form of the notice and information required in the notice are specified in our Bylaws.
If it is determined that business was not properly brought before a meeting in accordance with our Bylaws, such business will not
be conducted at the meeting. 


 


Special Meetings of Stockholders


 


Special meetings of
the stockholders may be called only by either (i) the chairman of our Board, chief executive officer, or the president, (ii) by
our Board pursuant to a resolution adopted by a majority of the total number of directors which we would have if there were no
vacancies, or (iii) by the holders of 20% of the total votes entitled to be cast by the holders of all our outstanding capital
stock entitled to vote generally in an election of directors.


 


Stockholder Action by Written Consent


 


Each of our Articles and our Bylaws permit
our stockholders to act by written consent.


 


Super Majority Stockholder Vote Required
for Certain Actions


 


The DGCL generally
provides that the affirmative vote of a majority of the shares entitled to vote on any matter is required to amend a corporation’s
certificate of incorporation or bylaws, unless the corporation’s certificate of incorporation or bylaws, as the case may
be, requires a greater percentage. Our Articles requires the affirmative vote of the holders of at least 661⁄3 of our outstanding
voting stock to amend or repeal any provision of the our Bylaws or any amend or repeal any provision of our Articles relating to
limitation of director liability, indemnification and advancement of expenses or amendments to our Articles or our Bylaws. All
other provisions of our Articles may be amended or repealed by a simple majority vote of our Board.


 


Transfer Agent and Registrar


 


The transfer agent and registrar for our
Common Stock is VStock Transfer LLC.


 


 


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