Exhibit
4.14


 


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


 


The
following is a summary of all material characteristics of the capital stock of TheMaven, Inc., a Delaware corporation (“theMaven,”
the “Company,” “we,” “us,” or “our”), as set forth in our Restated Certificate
of Incorporation, as amended (the “Certificate of Incorporation”) and our Amended and Restated Bylaws (the “Bylaws”),
and as registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The summary
does not purport to be complete and is qualified in its entirety by reference to our Certificate of Incorporation and our Bylaws,
each of which are incorporated by reference as exhibits to the Annual Report on Form 10-K of which this Exhibit 4.14 is a part
and to the provisions of the Delaware General Corporate Law (the “DGCL”). We encourage you to review complete copies
of our Certificate of Incorporation and our Bylaws, and the applicable provisions of the DGCL for additional information.


 


General


 


Our
authorized capital stock consists of 1,001,000,000 shares, divided into 1,000,000,000 shares of common stock, par value $0.01
per share (the “Common Stock”), and 1,000,000 shares of preferred stock, par value $0.01 per share (“Preferred
Stock”). Under our Certificate of Incorporation, our board of directors (our “Board”) has the authority to issue
such shares of Common Stock and Preferred Stock in one or more classes or series, with such voting powers, designations, preferences
and relative, participating, optional or other special rights, if any, and such qualifications, limitations or restrictions thereof,
if any, as shall be provided for in a resolution or resolutions adopted by our Board and filed as designations.


 


Common
Stock


 


As
of December 31, 2020, 175,597,695 shares of our Common Stock were outstanding.


 


Holders
of our Common Stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders,
including the election of directors, and are entitled to receive dividends when and as declared by our Board out of funds legally
available therefore for distribution to stockholders and to share ratably in the assets legally available for distribution to
stockholders in the event of the liquidation or dissolution, whether voluntary or involuntary, of theMaven. We have not paid any
dividends and do not anticipate paying any dividends on our Common Stock in the foreseeable future. It is our present policy to
retain earnings, if any, for use in the development of our business. Our Common Stockholders do not have cumulative voting rights
in the election of directors and have no preemptive, subscription, or conversion rights. Our Common Stock is not subject to redemption
by us.


 


The
transfer agent and registrar for our Common Stock is American Stock Transfer and Trust Company, LLC


 


Preferred
Stock


 


Of
the 1,000,000 shares of Preferred Stock authorized, our Board has previously designated:


 


	 	●	1,800
    shares of Preferred Stock as Series G Convertible Preferred Stock; of which approximately 168 shares remain outstanding;
	 	●	23,000
    shares of Preferred Stock as Series H Convertible Preferred Stock; of which 19,596 shares remain outstanding;
	 	●	25,800
    shares of Preferred Stock as Series I Convertible Preferred Stock, all previously outstanding shares of which were converted
    into shares of our Common Stock on or about December 18, 2020;
	 	●	35,000
    shares of Preferred Stock as Series J Convertible Preferred Stock, all previously outstanding shares of which were converted
    into shares of our Common Stock on or about December 18, 2020;
	 	●	20,000
    shares of Preferred Stock as Series K Convertible Preferred Stock, all previously outstanding shares of which were converted
    into shares of our Common Stock on or about December 18, 2020


 




    	 



     


    

 


Of
the 1,000,000 shares of Preferred Stock, 894,400 shares of our Preferred Stock remain available for designation by our Board.
Accordingly, our Board is empowered, without stockholder approval, to issue Preferred Stock with dividend, liquidation, conversion,
voting or other rights that could adversely affect the voting power or other rights of the holders of Common Stock. The issuance
of Preferred Stock could have the effect of restricting dividends on the Common Stock, diluting the voting power of the Common
Stock, impairing the liquidation rights of the Common Stock, or delaying or preventing a change in control of us, all without
further action by our stockholders.


 


Series
H Convertible Preferred Stock


 


The
Series H Convertible Preferred Stock has a stated value of $1,000, convertible into shares of our common stock, at the option
of the holder subject to certain limitations, at a conversion rate equal to the stated value divided by the conversion price of
$0.33 per share. In addition, if at any time prior to the nine month anniversary of the closing date, we sell or grant any option
or right to purchase or issue any shares of our common stock, or securities convertible into shares of our common stock, with
net proceeds in excess of $1,000,000 in the aggregate, entitling any person to acquire shares of our common stock at an effective
price per share that is lower than the then conversion price (such lower price, the “Base Conversion Price”), then
the conversion price will be reduced to equal the Base Conversion Price. All the shares of Series H Preferred Stock automatically
convert into shares of our common stock on the fifth anniversary of the closing date at the then-conversion price. The number
of shares issuable upon conversion of the Series H Convertible Preferred Stock will be adjusted in the event of stock splits,
stock dividends, combinations of shares, and similar transactions. Each share of Series H Convertible Preferred Stock is entitled
to vote on an as-if-converted to common stock basis, subject to beneficial ownership blocker provisions and other certain conditions.


 


Certain
Provisions of our Certificate of Incorporation, our Bylaws, and the DGCL


 


Certain
provisions in our Certificate of Incorporation and Bylaws, as well as certain provisions of the DGCL, may be deemed to have an
anti-takeover effect and may delay, deter, or prevent a tender offer or takeover attempt that a stockholder might consider to
be in its best interests, including attempts that might result in a premium being paid over the market price of the shares held
by stockholders. These provisions contained in our Certificate of Incorporation and Bylaws include the items described below.


 


	 	●	Special
    Meetings of Stockholders. Our Bylaws provide that special meetings of our stockholders may be called only by a majority
    of our Board, the Chairman of our Board, our Chief Executive Officer, or President (in the absence of our Chief Executive
    Officer).
	 	●	Stockholder
    Advance Notice Procedures. Our Bylaws 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 timely notice in writing and
    also specify requirements as to the form and content of a stockholder’s notice. These provisions may delay or preclude
    stockholders from bringing matters before a meeting of our stockholders or from making nominations for directors at a meeting
    of stockholders, which could delay or deter takeover attempts or changes in our management.
	 	●	No
    Cumulative Voting. Our Certificate of Incorporation does not include a provision for cumulative voting for directors.
    Under cumulative voting, a minority stockholder holding a sufficient percentage of a class of shares could be able to ensure
    the election of one or more directors.
	 	●	Exclusive
    Forum. Our Bylaws provide that unless we consent in writing to the selection of an alternative forum, the courts in the
    State of Delaware are, to the fullest extent permitted by applicable law, the sole and exclusive forum for any claims, including
    claims in the right of the Company, any action asserting a claim arising pursuant to any provision of the DGCL, our Certificate
    of Incorporation, or our Bylaws, any action to interpret, apply, enforce, or determine the validity of our Certificate of
    Incorporation or our Bylaws, or any action asserting a claim governed by the internal affairs doctrine.
	 	●	Undesignated
    Preferred Stock. Because our Board has the power to establish the preferences and rights of the shares of any additional
    series of Preferred Stock, it may afford holders of any Preferred Stock preferences, powers, and rights, including voting
    and dividend rights, senior to the rights of holders of our Common Stock, which could adversely affect the holders of Common
    Stock and could discourage a takeover of us even if a change of control of theMaven would be beneficial to the interests of
    our stockholders.


 




    	 



     


    

 


These
and other provisions contained in our Certificate of Incorporation and Bylaws are expected 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. However, these provisions could delay or discourage transactions involving an actual or potential change
in control of us, including transactions in which stockholders might otherwise receive a premium for their shares over then current
prices. Such provisions could also limit the ability of stockholders to remove current management or approve transactions that
stockholders may deem to be in their best interests.


 


In
addition, we are subject to the provisions of Section 203 of the DGCL. 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 years after the person became an interested stockholder, unless:


 


	●	The
    board of directors of the corporation approved the business combination or other transaction in which the person became an
    interested stockholder prior to the date of the business combination or other transaction;
	●	Upon
    consummation of the transaction that resulted in the person becoming an interested stockholder, the person owned at least
    85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining
    the number of shares outstanding, shares owned by persons who are directors and also officers of the corporation and shares
    issued under 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
	●	on
    or subsequent to the date the person became an interested stockholder, the board of directors of the corporation approved
    the business combination and the stockholders of the corporation authorized the business combination at an annual or special
    meeting of stockholders by the affirmative vote of at least 66-2/3% of the outstanding voting stock of the corporation that
    is not owned by the interested stockholder.


 


A
“business combination” includes mergers, asset sales, and other transactions resulting in a financial benefit to the
interested stockholder. Subject to certain exceptions, an “interested stockholder” is a person who, together with
affiliates and associates, owns, or within the prior three years did own, 15% or more of a corporation’s voting stock.


 


Section
203 of the DGCL could depress our stock price and delay, discourage, or prohibit transactions not approved in advance by our Board,
such as takeover attempts that might otherwise involve the payment to our stockholders of a premium over the market price of our
Common Stock.