EXHIBIT
4.1


 


DESCRIPTION
OF THE REGISTRANT’S SECURITIES

REGISTERED PURSUANT TO SECTION 12 OF THE

SECURITIES EXCHANGE ACT OF 1934


 


As
of December 31, 2021, Guardion Health Sciences, Inc. (“the Company”) had one class of securities registered under Section
12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)—our common stock, par value $0.001 per share
(“Common Stock”).


 


Description
of Common Stock


 


The
following description of the Company’s 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 Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”)
and the Company’s 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 4.2 is a part. The Company encourages you to read its Certificate of Incorporation, Bylaws, and the
applicable provisions of the Delaware General Corporation Law for additional information.


 


Authorized
Capital Shares


 


The
Company’s authorized capital shares consist of 250,000,000 shares of Common Stock, $0.001 par value per share, and 10,000,000 shares
of preferred stock, $0.001 par value per share (“Preferred Stock”). As of December 31, 2021, there were 24,426,993 shares
of Common Stock issued and outstanding. There were no shares of Preferred Stock issued or outstanding as of December 31, 2021.


 


Voting
Rights


 


Holders
of the Company’s Common Stock are entitled to one vote per share on all matters voted on by the stockholders, including the election
of directors. The Company’s Certificate of Incorporation and Bylaws do not provide for cumulative voting in the election of directors.


 


Dividend
Rights


 


Holders
of the Company’s Common Stock are entitled to receive dividends, if any, as may be declared from time to time by the Board of Directors
(the “Board”) in its discretion out of funds legally available for the payment of dividends subject to the prior rights of
holders of Preferred Stock and any contractual restrictions the Company has against the payment of dividends on Common Stock.


 


Liquidation
Rights


 


In
the event of the Company’s liquidation, the holders of the Company’s Common Stock will be entitled to share ratably in any
distribution of the Company’s assets after payment of all debts and other liabilities and the preferences payable to holders of
shares of the Company’s Preferred Stock then outstanding, if any.


 


Applicable
Anti-Takeover Provisions


 


Set
forth below is a summary of the provisions of the Company’s Certificate of Incorporation and the Bylaws that could have the effect
of delaying or preventing a change in control of the Company. The following description is only a summary and it is qualified by refence
to the Certificate of Incorporation, the Bylaws and relevant provisions of the Delaware General Corporation Law (“DGCL”).


 




    	 



     


    

 


Board
of Director Vacancies


 


The
Company’s Bylaws authorize only its board of directors to fill vacant directorships. In addition, the number of directors constituting
the Company’s board of directors may be set only by the Board.


 


Ability
of Stockholders to Call Special Meetings


 


The
Company’s Bylaws provide that stockholders can only call a special meeting if stockholders holding over 50% of all issued and outstanding
shares of the Company entitled to vote at a meeting do so.


 


Advance
Notice Requirements


 


The
Company’s 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 stockholders. These procedures provide that notice of such
stockholder proposals must be timely given in writing to the Secretary of the Company prior to the meeting at which the action is to
be taken. The notice must contain certain information specified in our Bylaws.


 


Blank
Check Preferred Stock


 


The
Company’s Certificate of Incorporation provides for 10,000,000 authorized shares of “blank check” preferred stock,
the terms of which may be determined by the Board without obtaining stockholder approval. Undesignated or “blank check” preferred
stock may enable the Board to render more difficult or to discourage an attempt to obtain control of the Company by means of a tender
offer, proxy contest, merger or otherwise, and to thereby protect the continuity of the Company’s management.


 


Exclusive
Forum


 


In
accordance with an exclusive forum provision set forth in the Company’s Bylaws, unless the Company consents in writing to the selection
of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (a) any derivative
action or proceeding brought on behalf of the Company, (b) any action asserting a claim of breach of a fiduciary duty owed by any director,
officer or other employee of the Company to the Company or the Company’s stockholders, (c) any action asserting a claim arising
pursuant to any provision of the DGCL, or (d) any action asserting a claim governed by the internal affairs doctrine.


 


Listing


 


The
Company’s Common Stock is traded on the Nasdaq Capital Market under the trading symbol “GHSI”.


 


Transfer
Agent


 


The
Company’s transfer agent is VStock Transfer, LLC whose address is 18 Lafayette Pl., Woodmere, NY 11598.