Exhibit 4.5


 


DESCRIPTION
OF THE REGISTRANT’S SECURITIES


REGISTERED
PURSUANT TO SECTION 12 OF THE


SECURITIES
EXCHANGE ACT OF 1934


 


As
of December 31, 2020, Hoth Therapeutics, Inc. (“the Company”) had one class of security registered under Section 12
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), its common stock, par value $0.0001 per share
(the “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 Articles of Incorporation, as amended (the “Articles
of Incorporation”) and the Company’s Amended and Restated Bylaws (the “Bylaws”), each of which is incorporated
by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.5 is a part. The Company encourages you to read
its Articles of Incorporation, Bylaws, and the applicable provisions of the Nevada Revised Statutes for additional information.


 


Authorized
Capital Shares


 


The
Company’s authorized capital shares consist of 75,000,000 shares of common stock, $0.0001 par value per share, and 10,000,000
shares of preferred stock, $0.0001 par value per share (“Preferred Stock”), of which 5,000,000 shares of Preferred
Stock have been designated as Series A Convertible Preferred Stock, $0.0001 par value per share. As of December 31, 2020, there
were 13,438,535 shares of Common Stock issued and outstanding and no shares of Preferred Stock issued and outstanding.


 


Voting
Rights


 


Holders
of the Company’s Common Stock are entitled to one vote per share on all matters voted on by the Company’s shareholders,
including the election of directors. The Company’s Articles 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, 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 Company’s board
of directors.


 


Liquidation
Rights


 


If
the Company is 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.


 


Applicable
Anti-Takeover Law


 


Set
forth below is a summary of the provisions of the Company’s Articles of Incorporation and 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 reference to the Articles of Incorporation, Bylaws and relevant provisions of the Nevada Revised Statutes.


 


Board
of Directors 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 resolution of the majority of the incumbent directors.


 



     


     


    

 


Special
Meeting of Shareholders


 


The
Company’s Bylaws provide that special meetings of its shareholders may be called by the president of the Company, the board
of directors or a committee of the board of directors that has been duly designated by the board of directors and whose powers
and authority include the power to call such meetings.


 


Advance
Notice Requirements for Shareholder Proposals and Director Nominations


 


The
Company’s Bylaws provide that shareholders seeking to bring business before its annual meeting of shareholders, or to nominate
candidates for election as directors at its annual meeting of shareholders, must provide timely notice of their intent in writing.
To be timely, a shareholder’s notice must be delivered to the secretary at the Company’s principal executive offices
not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to
the first anniversary of the preceding year’s annual meeting; provided, however, that in the event the date of the annual
meeting is not within 25 days before or after such anniversary date, notice by the shareholder to be timely must be so delivered
not later than the close of business on the 10th day following the day on which such notice of the date of annual
meeting was mailed or public disclosure of the date of the annual meeting was made, whichever occurs first. These provisions may
preclude the Company’s shareholders from bringing matters before its annual meeting of shareholders or from making nominations
for directors at its annual meeting of shareholders.


 


Authorized
but Unissued Share


 


The
Company’s authorized but unissued shares of Common Stock and Preferred Stock are available for future issuance without shareholder
approval and may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital,
corporate acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved Common Stock and Preferred
Stock could render more difficult or discourage an attempt to obtain control of the Company by means of a proxy contest, tender
offer, merger or otherwise.


 


Exclusive
Forum


 


The
Company’s Bylaws provide that unless the Company consents in writing to the selection of an alternative forum, the Eighth
Judicial District Court of Clark County, Nevada shall be the sole and exclusive forum for state law claims with respect to: (i)
any derivative action or proceeding brought in the name or right of the Company or on its behalf, (ii)  any action asserting
a claim for breach of any fiduciary duty owed by any director, officer, employee or agent of the Company to the Company or the
Company’s shareholders, (iii) any action arising or asserting a claim arising pursuant to any provision of Nevada Revised
Statutes Chapters 78 or 92A or any provision of the Company’s Articles of Incorporation or Bylaws or (iv) any action
asserting a claim governed by the internal affairs doctrine, including, without limitation, any action to interpret, apply, enforce
or determine the validity of the Company’s Articles of Incorporation or Bylaws. This exclusive forum provision would not
apply to suits brought to enforce any liability or duty created by the Securities Act of 1933, as amended (the “Securities
Act”), or the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. To the extent that
any such claims may be based upon federal law claims, Section 27 of the Exchange Act creates exclusive federal jurisdiction over
all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Furthermore,
Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce
any duty or liability created by the Securities Act or the rules and regulations thereunder. The enforceability of similar exclusive
forum provisions in other corporations’ bylaws has been challenged in legal proceedings, and it is possible that a court
could rule that this provision in the Company’s Bylaws is inapplicable or unenforceable.


 


Transfer
Agent and Registrar


 


The
Company’s transfer agent and registrar is Continental Stock Transfer & Trust Company whose address is 1 State Street,
30th Floor, New York , NY 10004.


 


Listing


 


The
Company’s Common Stock is listed on The Nasdaq Capital Market under the symbol “HOTH.”