Exhibit
4.1


DESCRIPTION
OF CAPITAL STOCK


 


The
following description sets forth certain material terms and provisions of our securities that are registered under Section 12 of the
Securities Exchange Act of 1934, as amended. This description also summarizes relevant provisions of Delaware law. The following summary
does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the applicable provisions of Delaware
law and our Amended and Restated Certificate of Incorporation, as amended (our “Certificate of Incorporation”) and our Amended
and Restated Bylaws, as amended (our “Bylaws”), copies of which are incorporated by reference as an exhibit to the Annual
Report on Form 10-K of which this Exhibit 4.1 is a part. In addition, you should be aware that the summary below does not give full effect
to the terms of the provisions of statutory or common law, and we encourage you to read our certificate of incorporation, our bylaws
and the applicable provisions of Delaware law for additional information. In this description, references to “we,” “us,”
“our,” “our company” and “Enveric” refer to Enveric Biosciences, Inc. and its subsidiaries.


 


As
of March 30, 2022, our authorized capital stock consisted of 100,000,000 shares of common stock, $0.01 par value per share; and 20,000,000
shares of preferred stock, $0.01 par value per share. As of March 30, 2021, there were 52,585,120 shares of our common stock and no shares
of our Series B Convertible Preferred Stock (“Series B Preferred Stock”) issued and outstanding.


 


Common
Stock


 


Pursuant
to our Certificate of Incorporation, 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. All shares of our common stock validly authorized
and issued, fully paid and nonassessable.


 


Holders
of our common stock have no preemptive, redemption, conversion or subscription rights. No sinking fund provisions are applicable to our
common stock. Upon 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 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 one-third of the voting power of shares of our capital stock, represented at the meeting or by proxy, are 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


 


Our
board of directors has the authority, without further action by the stockholders, to issue up to 20,000,000 shares of preferred stock
in one or more series and to fix the designations, powers, preferences, privileges, and relative participating, optional, or special
rights as well as the qualifications, limitations, or restrictions of the preferred stock, including dividend rights, conversion rights,
voting rights, terms of redemption, and liquidation preferences, any or all of which may be greater than the rights of the common stock.
Our board of directors, without stockholder approval, can issue convertible preferred stock with voting, conversion, or other rights
that could adversely affect the voting power and other rights of the holders of common stock. Preferred stock could be issued quickly
with terms calculated to delay or prevent a change of control or make removal of management more difficult. Additionally, the issuance
of preferred stock may have the effect of decreasing the market price of our common stock, and may adversely affect the voting and other
rights of the holders of common stock.


 


Series
B Preferred Stock


 


Each
share of our non-voting Series B Preferred Stock is convertible into one share of our common stock (subject to adjustment) at any time
at the option of the holders, provided that each holder would be prohibited from converting Series B Preferred Stock into shares of our
common stock if, as a result of such conversion, such holder, together with its affiliates, would own more than 9.99% of the total number
of shares of our common stock then issued and outstanding. This limitation may be waived with respect to a holder upon such holder’s
provision of not less than 61 days’ prior written notice to us.


 




    	 



     


    

 


In
the event of liquidation, dissolution, or winding up, each holder of Series B Preferred Stock will receive the amount of cash, securities
or other property to which such holder would be entitled to receive with respect to each share of Series B Preferred Stock if such share
of Series B Preferred Stock had been converted to common stock immediately prior to such liquidation, dissolution, or winding up (without
giving effect to any conversion limitations).


 


Shares
of Series B Preferred Stock are not entitled to receive any dividends, unless and until specifically declared by the board of directors.
However, holders of Series B Preferred Stock are entitled to receive dividends on shares of Series B Preferred Stock equal (on an as-if-converted-to-common-stock
basis) to and in the same form as dividends actually paid on shares of our common stock when such dividends are specifically declared
by our board of directors. We have no right to redeem or repurchase any shares of Series B Preferred Stock. Shares of Series B Preferred
Stock are not otherwise entitled to any preemptive rights, redemption rights, mandatory sinking fund or analogous fund provisions.


 


The
foregoing summary of the terms of the Series B Preferred Stock is qualified in its entirety by reference to the provisions of the Certificate
of Designations of Series B Convertible Preferred Stock.


 


Anti-Takeover
Effects of Certain Provisions of our Certificate of Incorporation, Bylaws and the DGCL


 


Delaware
Law


 


We
are subject to Section 203 of the Delaware General Corporation Law (“DGCL”), which prohibits a publicly-held Delaware corporation
from engaging in a business combination with an interested stockholder, generally 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. Subject to certain exceptions,
Section 203 prevents a publicly held Delaware corporation from engaging in a “business combination” with any “interested
stockholder” for three years following the date that the person became an interested stockholder, unless either the interested
stockholder attained such status with the approval of our board of directors, the business combination is approved by our board of directors
and stockholders in a prescribed manner or the interested stockholder acquired at least 85% of our outstanding voting stock in the transaction
in which it became an interested stockholder. A “business combination” includes, among other things, a merger or consolidation
involving our company and the “interested stockholder” and the sale of more than 10% of our company’s assets. In general,
an “interested stockholder” is any entity or person beneficially owning 15% or more of our outstanding voting stock and any
entity or person affiliated with or controlling or controlled by such entity or person.


 


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 our company by means of a merger, tender offer, proxy contest or otherwise, thereby protecting the continuity of our
company’s management. In addition, our 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 amended
and restated certificate of incorporation, as amended. The purpose of authorizing our 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.


 




    	 



     


    

 


Limitations
of Director Liability and Indemnification of Directors, Officers and Employees


 


Section
145 of the DGCL permits indemnification of directors, officers, agents and controlling persons of a corporation under certain conditions
and subject to certain limitations. Section 145 empowers a corporation to indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative,
by reason of the fact that he or she is or was a director, officer or agent of the corporation or another enterprise if serving at the
request of our company. Depending on the character of the proceeding, a corporation may indemnify against expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding
if the person indemnified acted in good faith and in a manner he or she reasonably believed to be in or not opposed to, the best interests
of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was
unlawful. In the case of an action by or in the right of the corporation, no indemnification may be made with respect to any claim, issue
or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court
of Chancery or the court in which such action or suit was brought shall determine that despite the adjudication of liability such person
is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Section 145 further provides that
to the extent a present or former director or officer of a corporation has been successful in the defense of any action, suit or proceeding
referred to above or in the defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including
attorneys’ fees) actually and reasonably incurred by such person in connection therewith.


 


Listing


 


Our
common stock is currently listed on The Nasdaq Capital Market under the trading symbol “ENVB.”


 


Transfer
Agent and Registrar


 


The
Transfer Agent and Registrar for our common stock  is Equiniti Trust Company.