Exhibit 4.4


 


DESCRIPTION OF SECURITIES


 


The following is a summary
of the material terms and provisions of the securities of Tivic Health Systems, Inc. (“us,” “our,” “we”
or the “Company”) that are registered under Section 12 of the Securities Exchange Act of 1934, as amended, and certain provisions
of our certificate of incorporation, as amended and restated, and bylaws, as amended and restated, that are currently in effect. This
summary does not purport to be complete and is qualified in its entirety by the provisions of our amended and restated certificate of
incorporation (“Charter”) and amended and restated bylaws (“Bylaws”), each previously filed with the Securities
and Exchange Commission (“SEC”) and incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this
Exhibit 4.1 is a part, as well as to the applicable provisions of the Delaware General Corporation Law (the “DGCL”). We encourage
you to read our Charter, Bylaws and the applicable portions of the DGCL carefully.


 


General


 


Our
authorized capital stock consists of 210,000,000 shares, all with a $0.0001 par value of per share, of which:


 


	 	•	 	200,000,000 shares are designated as common stock; and


 


	 	•	 	10,000,000 shares are designated as preferred stock.


 


Common Stock


 


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


 


Voting Rights


 


Holders
of our common stock are entitled to one vote for each share of common stock held of record for the election of our directors and all other
matters requiring stockholder action, except with respect to amendments to our Charter to alter or change the powers, preferences, rights
or other terms of any outstanding preferred stock if the holders of such affected series of preferred stock are entitled to vote on such
an amendment. Holders of our common stock do not have cumulative voting rights. In the case of election of directors, all matters to be
voted on by our stockholders must be approved by a plurality of the votes entitled to be cast by all shares of common stock. Accordingly,
the holders of a majority of the outstanding shares of common stock entitled to vote in any election of directors can elect all of the
directors standing for election, if they so choose, other than any directors that holders of any preferred stock we may issue may be entitled
to elect. Except as otherwise provided by our Charter, bylaws, the rules or regulations of any stock exchange applicable to the Company,
or applicable law or pursuant to any regulation applicable to the Company or its securities, all other matters presented to our stockholders
at a duly called or convened meeting, at which a quorum is present, shall be decided by the affirmative vote of the majority of shares
present in person or represented by proxy at the meeting and entitled to vote on the subject matter.


 


Dividends


 


Dividends
may be declared and paid on shares of our common stock as and when determined by our board of directors, subject to any preferential dividend
or other rights of any then outstanding preferred stock and to the requirements of applicable law. Subject to preferences that may apply
to any shares of preferred stock outstanding at the time, the holders of our common stock will be entitled to share equally, identically
and ratably in any dividends that our board of directors may determine to issue from time to time.


 


Liquidation Rights


 


In
the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, holders of our common stock would be
entitled to share ratably in our assets that are legally available for distribution to stockholders after payment of our debts and other
liabilities. If we have any preferred stock outstanding at such time, holders of the preferred stock may be entitled to distribution and/or
liquidation preferences. In either such case, we must pay the applicable distribution to the holders of our preferred stock before we
may pay distributions to the holders of our common stock.


 






     


     


    

 


Other Rights


 


Our
stockholders have no preemptive, conversion or other rights to subscribe for additional shares, and there are no redemption or sinking
funds provisions applicable to the common stock. The rights, preferences and privileges of the holders of our common stock will be 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.


 


Preferred Stock


 


No
series of preferred stock are currently designated, and there are no shares of preferred stock currently outstanding. Under the terms
of our Charter, our board of directors has the authority, without further action by our stockholders, to issue up to 10,000,000 shares
of preferred stock in one or more series, to establish from time to time the number of shares to be included in each such series, to fix
the dividend, voting and other rights, preferences and privileges of the shares of each wholly unissued series and any qualifications,
limitations or restrictions thereon, and to increase or decrease the number of shares of any such series, but not below the number of
shares of such series then outstanding.


 


Our
board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect 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 our control and may adversely affect the market price of the common stock and the voting and other rights of the holders of
common stock. We have no current plans to issue any shares of preferred stock.


 


Anti-Takeover Effects
of Delaware Law and Our Charter and Bylaws


 


Some
provisions of Delaware law, our Charter and our Bylaws contain provisions that could make the following transactions more difficult: an
acquisition of us by means of a tender offer; an acquisition of us by means of a proxy contest or otherwise; or the removal of our incumbent
officers and directors. 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 interest or in our best interests, including transactions which provide for payment
of a premium over the market price for our shares.


 


These
provisions, summarized below, are intended to discourage coercive takeover practices and inadequate takeover bids. These provisions are
also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the
benefits of the increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal
to acquire or restructure us outweigh the disadvantages of discouraging these proposals because negotiation of these proposals could result
in an improvement of their terms.


  


Classified Board of Directors


 


Our board of directors is
divided into three classes serving three-year terms, with one class being elected each year by a plurality of the votes cast by the stockholders
entitled to vote on the election.


 


Removal of Directors


 


Our
Bylaws provide that, subject to the rights of the holders of the shares of any series of preferred stock, no member of our board of directors
may be removed from office by our stockholders except for cause.


 






     


     


    

 


Stockholders Not Entitled
to Cumulative Voting


 


Our
Charter does not permit stockholders to cumulate their votes in the election of directors. Accordingly, the holders of a majority of the
outstanding shares of our common stock entitled to vote in any election of directors can elect all of the directors standing for election,
if they choose, other than any directors that holders of our preferred stock may be entitled to elect.


 


Board Vacancies


 


Our Bylaws generally provide
that only our board of directors (and not the stockholders) may fill vacancies and newly created directorships.


 


While the foregoing provisions
of our Charter, Bylaws and Delaware law may have an anti-takeover effect, these provisions are intended to enhance the likelihood of continuity
and stability in the composition of our board of directors and in the policies formulated by our board of directors, and to discourage
certain types of transactions that may involve an actual or threatened change of control. In that regard, these provisions are designed
to reduce our vulnerability to an unsolicited acquisition proposal. The provisions also are intended to discourage certain tactics that
may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares
and, as a consequence, they also may inhibit fluctuations in the market price of our common stock that could result from actual or rumored
takeover attempts. Such provisions also may have the effect of preventing changes in our management.


 


Proposals of Business and Nominations.


 


Our Bylaws generally regulate
proposals of business and nominations for election of directors by stockholders. In general, Section 2.5 requires stockholders intending
to submit proposals or nominations at a stockholders meeting to provide the Company with advance notice thereof, including information
regarding the stockholder proposing the business or nomination as well as information regarding the proposed business or nominee. Sections
2.4 and 2.5 provide a time period during which business or nominations must be provided to the Company that will create a predictable
window for the submission of such notices, eliminating the risk that the Company finds a meeting will be contested after printing its
proxy materials for an uncontested election and providing the Company with a reasonable opportunity to respond to nominations and proposals
by stockholders.


 


Blank Check Preferred Stock


 


Our Board has the right to
issue preferred stock in one or more series and to determine the designations, rights, preferences of such preferred stock without stockholder
approval.


 


Stockholder Meetings


 


Our
Bylaws provide that a special meeting of stockholders may be called only by chairman of our board of directors, chief executive officer
or president, or by a resolution adopted by a majority of our board of directors, but such not by any other person or persons (including
our stockholders).


 


Delaware Anti-Takeover Statute


 


We are subject to the provisions
of Section 203 of the Delaware General Corporation Law (“Section 203”) regulating corporate takeovers. In general, Section
203 prohibits a publicly-held Delaware corporation from engaging, under certain circumstances, in a business combination with an interested
stockholder for a period of three years following the date the person became an interested stockholder unless:


 


	 	·	prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
	 	 	 
	 	·	upon completion of the transaction that 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, the outstanding voting stock owned by the interested stockholder, (i) shares owned by persons who are directors and also officers and (ii) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or 



 






     


     


    

 


	 	·	at or subsequent to the date of the transaction, the business combination is approved by the board of directors of the corporation and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder. 


 


Generally, a business combination
includes a merger, asset, stock sale or other transaction resulting in a financial benefit to the interested stockholder. An interested
stockholder is a person who, together with affiliates and associates, owns or, within three years prior to the determination of interested
stockholder status, did own 15% or more of a corporation’s outstanding voting stock. We expect the existence of Section 203
to have an anti-takeover effect with respect to transactions our Board does not approve in advance. We also anticipate that Section 203
may discourage business combinations or other attempts that might result in a premium over the market price for the shares of common stock
held by our stockholders.


 


Choice of Forum


 


Our
Charter and Bylaws provide that, unless we consent in writing to the selection of an alternative form, the Court of Chancery of the State
of Delaware (or, in the event that the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware
or other state courts of the State of Delaware) will be the sole and exclusive forum for: (i) any derivative action or proceeding brought
on our behalf; (ii) any action asserting a claim of breach of fiduciary duty owed by, or other wrongdoing by, any director, officer, employee
or agent of the Company to the Company or our stockholders, creditors or other constituents; (iii) any action asserting a claim against
us arising pursuant to the Delaware General Corporation Law, our Charter or our Bylaws; (iv) any action to interpret, apply, enforce or
determine the validity of our Charter or Bylaws; or (v) or any action asserting a claim against us that is governed by the internal affairs
doctrine; provided that, the exclusive forum provision does not apply to suits brought to enforce any liability or duty created by the
Securities Act, Exchange Act or any other claim for which the federal courts have exclusive jurisdiction; and provided further that, if
and only if the Court of Chancery of the State of Delaware dismisses any such action for lack of subject matter jurisdiction, or the Company
consents in writing to the selection of an alternative forum, such action may be brought in another state or federal court sitting in
the State of Delaware. Our Charter and Bylaws also provide that the federal district courts of the United States of America will be the
exclusive forum for the resolution of any complaint asserting a cause of action against us or any of our directors, officers, employees
or agents and arising under the Securities Act or Exchange Act. Nothing in Charter and Bylaws preclude stockholders that assert claims
under the Exchange Act from bringing such claims in state or federal court, subject to applicable law. Our Charter also provides that
any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of and
to have consented to this choice of forum provision. It is possible that a court of law could rule that the choice of forum provision
contained in our Charter is inapplicable or unenforceable if it is challenged in a proceeding or otherwise.