Exhibit 4.27


 


DESCRIPTION OF THE REGISTRANT’S SECURITIES


REGISTERED PURSUANT TO SECTION 12 OF THE


SECURITIES EXCHANGE ACT OF 1934


 


As of December 31, 2021 Nanomix Corporation
had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
References herein to “we,” “us,” “our” and the “Company” refer to Nanomix Corporation and
not to any of its subsidiaries.


 


The following description of our common stock and
certain provisions of our certificate of incorporation, as amended (our “charter”) and bylaws (“bylaws”) are summaries
and are qualified in their entirety by reference to the full text of our certificate of incorporation and our bylaws, each of which have
been publicly filed with the Securities and Exchange Commission (the “SEC”).  We encourage you to read our certificate
of incorporation and our bylaws and the applicable provisions of the Delaware General Corporation Law (the “DGCL”) for additional
information.


 


Common Stock


 


Each share
of our common stock entitles the holder to receive notice of and to attend all meetings of our stockholders with the entitlement to one
vote. Holders of common stock are entitled, subject to the rights, privileges, restrictions and conditions attaching to any other class
of shares ranking in priority to the common stock, to receive any dividend declared by the Board of Directors. If we are voluntarily or
involuntarily liquidated, dissolved or wound-up, the holders of common stock will be entitled to receive, after distribution in full of
the preferential amounts, if any, all of the remaining assets available for distribution ratably in proportion to the number of shares
of common stock held by them. Holders of common stock have no redemption or conversion rights. The rights, preferences and privileges
of holders of shares of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series
of Preferred Stock issued and outstanding or that we may designate and issue in the future. 


 


Preferred Stock


 


We are authorized to
issue up to 5,000,000 shares of preferred stock. This preferred stock may be issued in one or more series, the terms of which may be determined
at the time of issuance by our board of directors without further action by stockholders. The terms of any series of preferred stock may
include voting rights (including the right to vote as a series on particular matters), preferences as to dividend, liquidation, conversion
and redemption rights and sinking fund provisions. As of December 31, 2021, shares of series B and series C preferred stock have been
designated and are outstanding. The issuance of any preferred stock could materially adversely affect the rights of the holders of our
common stock, and therefore, reduce the value of our common stock. In particular, specific rights granted to future holders of preferred
stock could be used to restrict our ability to merge with, or sell our assets to, a third party and thereby preserve control by the present
management.


 


Series B Preferred
Stock


 


The Series B Preferred
Stock shall not have voting rights, provided, however, effective January 1, 2022, each Holder shall be entitled to the whole number of
votes equal to the number of shares of Common Stock into which such holder’s Series B Preferred Stock would be convertible
on the record date for the vote or consent of stockholders, and shall otherwise have voting rights and powers equal to the voting rights
and powers of the Common Stock. The Series B Preferred Stock ranks senior to the Company’s common stock and junior with respect
to the Company’s Series C Preferred Stock with respect to dividend rights and rights upon liquidation, winding-up or dissolution.
Each Holder of Series B Preferred Stock shall be entitled to receive dividends or distributions on each share of Series B Preferred Stock
on an “as converted” into Common Stock basis when and if dividends are declared on the Common Stock by the Board of Directors.
Each outstanding share of the Series B Preferred Stock will automatically convert into 1,000 shares of common stock on the date that approval
of an amendment to the Corporation’s Certificate of Incorporation, as amended, to implement a one-for-173 reverse stock split of
the Corporation’s capital stock, or the Reverse Split, by a majority of the votes entitled to be cast thereon, whether presented
at a special or annual meeting of shareholders of the Corporation or by written consent of the shareholders and the subsequent filing
of such amendment with the Secretary of State of the State of Delaware.  Notwithstanding the foregoing, the Company shall not effect
any conversion of the Preferred Stock, and the Holder shall not have the right to convert any portion of the Preferred Stock to the extent
that after giving effect to such conversion, the Holder (together with the Holder’s affiliates), as set forth on the applicable
Notice of Conversion, would beneficially own in excess of 4.9% of the number of shares of the Common Stock Outstanding immediately after
giving effect to such conversion. 


 






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Series C Preferred
Stock


 


Shares of our Series
C Preferred Stock shall be entitled to vote on any matter and shall each collectively represent 80% of the votes eligible to be cast in
any manner. The Series C Preferred Stock are not entitled to any dividends (unless specifically declared by our Board), but will participate
on an as-converted-to-common-stock basis in any dividends to the holders of our common stock. Each share of Series C Preferred Stock shall
be converted into 6,060.044596 shares of the Company’s Common Stock upon the Company completing the Reverse Split. In the event
of our dissolution, liquidation or winding up, the holders of our Series C Preferred Stock will convert their shares into common stock
and be on parity with the holders of our common stock and will participate, on a on an as-converted-to-common stock basis, in any distribution
to holders of our common stock.


 


Delaware Anti-Takeover Law and Provisions
of Certificate of Incorporation and By-Laws


 


Delaware Anti-Takeover Law


 


We are subject to Section 203
of the Delaware General Corporation Law. Section 203 generally prohibits a public Delaware corporation from engaging in a “business
combination” with an “interested stockholder” for a period of three years after the date of the transaction in which
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
consummation 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 specified shares; or


 


		●	at
or subsequent to the date of the transaction, the business combination is approved by the Board of Directors 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 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, lease, exchange, mortgage, pledge, transfer or other disposition of 10% or more of the assets of the corporation to or with the
interested stockholder;


 


		●	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; or


 


		●	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 person that is:


 


		●	the
owner of 15% or more of the outstanding voting stock of the corporation;


 


		●	an
affiliate or associate of the corporation who was the owner of 15% or more of the outstanding voting stock of the corporation at any
time within three years immediately prior to the relevant date; or


 


		●	the
affiliates and associates of the above.


 






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Under specific circumstances,
Section 203 makes it more difficult for an “interested stockholder” to effect various business combinations with a corporation
for a three-year period, although the stockholders may, by adopting an amendment to the corporation’s certificate of incorporation
or bylaws, elect not to be governed by this section, effective 12 months after adoption.


 


Our certificate of incorporation
and bylaws do not exclude us from the restrictions of Section 203. We anticipate that the provisions of Section 203 might encourage
companies interested in acquiring us to negotiate in advance with our Board of Directors since the stockholder approval requirement would
be avoided if a majority of the directors then in office approve either the business combination or the transaction that resulted in the
stockholder becoming an interested stockholder.


 


Certificate of Incorporation and Bylaws


 


Provisions of our certificate
of incorporation and bylaws may delay or discourage transactions involving an actual or potential change of control or change in our management,
including transactions in which stockholders might otherwise receive a premium for their shares, or transactions that our stockholders
might otherwise deem to be in their best interests. Therefore, these provisions could adversely affect the price of our common stock.
Among other things, our certificate of incorporation and bylaws will:


 


		●	permit
our Board of Directors to issue up to shares of preferred stock, with any rights, preferences and privileges as they may designate;


 


	 	●	provide that all vacancies on our Board of Directors, including as a result of newly created directorships, may, except as otherwise required by law, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum;


 


	 	●	require that any action to be taken by our stockholders must be effected at a duly called annual or special meeting of stockholders and not be taken by written consent;


 


	 	●	provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide advance notice in writing, and also specify requirements as to the form and content of a stockholder’s notice;


 


	 	●	not provide for cumulative voting rights, thereby allowing the holders of a majority of the shares of common stock entitled to vote in any election of directors to elect all of the directors standing for election; and


 


	 	●	provide that special meetings of our stockholders may be called only by the Board of Directors or by such person or persons requested by a majority of the Board of Directors to call such meetings.


 



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