Exhibit 4.1


 


DESCRIPTION OF THE REGISTRANT’S
SECURITIES


REGISTERED PURSUANT TO SECTION 12 OF
THE 


SECURITIES EXCHANGE ACT OF 1934


 


When used herein, the terms the “Company”,
“we,” “our,” and “us” refer to Xenetic Biosciences, Inc.


 


The following summary describes our capital
stock and the material provisions of our articles of incorporation, as amended, and our amended and restated bylaws. Because the
following is only a summary, it does not contain all of the information that may be important to you. For a complete description,
you should refer to our articles of incorporation, as amended, and our amended and restated bylaws, copies of which are incorporated
by reference as exhibits to our Annual Report on Form 10-K.


 


DESCRIPTION OF CAPITAL STOCK


 


Our charter provides that we may issue
up to 50,000,000 shares of Common Stock, $0.001 par value per share (the “Common Stock”), and 10,000,000 shares of
preferred stock, $0.001 par value per share, 1,000,000 of which are designated as Series A Preferred Stock, 2,500,000 of which
are designated as Series B Preferred Stock, and 6,500,000 of which shares of preferred stock are undesignated. Under Nevada law,
stockholders are not generally liable for our debts or obligations.


 


DESCRIPTION OF COMMON STOCK


 


Voting Rights


 


Common Stock is entitled to one vote per
share on all matters submitted to a vote of the stockholders, including the election of directors. Except as otherwise required
by law or provided in any resolution adopted by our board of directors with respect to any series of preferred stock, the holders
of our Common Stock will possess all voting power. Generally, all matters to be voted on by stockholders must be approved by a
majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all shares of our Common
Stock that are present in person or represented by proxy, subject to any voting rights granted to holders of any preferred stock.
Our stockholders do not have cumulative voting rights in the election of directors. Holders of our Common Stock representing 50%
of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a
quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate
certain fundamental corporate changes such as liquidation, merger or an amendment to our charter.


 


Dividends


 


Subject to the preferential rights of any
other class or series of shares of stock created from time to time by our board of directors from time to time, the holders of
shares of our Common Stock will be entitled to such cash dividends, non-cumulative, as may be declared from time to time by our
board of directors from funds available therefore. We will not pay any dividends on shares of Common Stock (other than dividends
in the form of Common Stock) unless and until such time as we pay dividends on our preferred stock on an as-converted basis.


 


 






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Liquidation


 


Subject to the preferential rights of any
other class or series of shares of stock created from time to time by our board of directors, upon liquidation, dissolution or
winding up, the holders of shares of our Common Stock will be entitled to share ratably in the assets of the Company available
for distribution to such holders.


 


Rights and Preferences


 


In the event of any merger or consolidation
with or into another company in connection with which shares of our Common Stock are converted into or exchangeable for shares
of stock, other securities or property (including cash), all holders of our Common Stock will be entitled to receive the same kind
and amount of shares of stock and other securities and property (including cash). Holders of our Common Stock have no pre-emptive,
conversion, subscription or other rights and there are no redemption or sinking fund provisions applicable to our Common Stock.
The rights, preferences and privileges of the holders of our Common Stock are 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 in the future.


 


Fully Paid and Nonassessable


 


All of our outstanding shares of Common
Stock are duly authorized, validly issued, fully paid and nonassessable.


 


Exchange Listing


 


Our Common Stock is traded on the NASDAQ
Capital Market under the trading symbol “XBIO.”


 


DESCRIPTION OF PURCHASE WARRANTS 


 


The following summary of certain terms
and provisions of warrants to purchase 2,300,000 shares of the Common Stock (the “Purchase
Warrants”) is not complete and is subject to, and qualified in its entirety by the provisions of, the Purchase Warrants.
For a complete description, you should refer to the form of Purchase Warrant, a copy of which is incorporated by reference as an
exhibit to our Annual Report on Form 10-K.


 


Exercisability


 


The Purchase Warrants are exercisable beginning
on the date of original issuance and at any time up to the date that is five years after their original issuance. The Purchase
Warrants will be exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice
and, at any time a registration statement registering the issuance of the shares of Common Stock underlying the Purchase Warrants
under the Securities Act of 1933, as amended (the “Securities Act”) is effective and available for the issuance of
such shares, or an exemption from registration under the Securities Act is available for the issuance of such shares, by payment
in full in immediately available funds for the number of shares of Common Stock purchased upon such exercise. If a registration
statement registering the issuance of the shares of Common Stock underlying the Purchase Warrants under the Securities Act is not
effective or available and an exemption from registration under the Securities Act is not available for the issuance of such shares,
the holder may, in its sole discretion, elect to exercise the Purchase Warrant through a cashless exercise, in which case the holder
would receive upon such exercise the net number of shares of Common Stock determined according to the formula set forth in the
Purchase Warrant. In addition, the Purchase Warrant may be exercised on a cashless basis beginning 30 days from the pricing of
the Purchase Warrant (“Cashless Date”) if the VWAP (as defined in the Purchase Warrant) of the Common Stock on any
Trading Day (as defined in the Purchase Warrant) on or after the Cashless Date fails to exceed the exercise price in effect on
such date (as may be subject to adjustment). The number of shares of Common Stock issuable in such cashless exercise shall equal
the number of shares of Common Stock that would be issuable upon exercise of the Purchase Warrant in accordance with it terms if
such exercise were by means of a cash exercise. No fractional shares of Common Stock will be issued in connection with the exercise
of a Purchase Warrant. In lieu of fractional shares, we will pay the holder an amount in cash equal to the fractional amount multiplied
by the exercise price.


 


 


 


 






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Exercise Limitation


 


A holder will not have the right to exercise
any portion of the Purchase Warrant if the holder (together with its affiliates) would beneficially own in excess of 4.99% (or,
upon election of the holder, 9.99%) of the number of shares of our Common Stock outstanding immediately after giving effect to
the exercise, as such percentage ownership is determined in accordance with the terms of the Purchase Warrants. However, any holder
may increase or decrease such percentage, provided that any increase will not be effective until the 61st day after such election.


 


Exercise Price


 


The Purchase Warrants will have an exercise
price of $13.00 per share. The exercise price is subject to appropriate adjustment in the event of certain stock dividends and
distributions, stock splits, stock combinations, reclassifications or similar events affecting our Common Stock and also upon any
distributions of assets, including cash, stock or other property to our stockholders.


 


Transferability


 


Subject to applicable laws, the Purchase
Warrants may be offered for sale, sold, transferred or assigned without our consent.


 


Exchange Listing


 


The Purchase Warrants are traded on the
NASDAQ Capital Market under the symbol “XBIOW.”


 


Fundamental Transactions


 


If a fundamental transaction occurs, then
the successor entity will succeed to, and be substituted for us, and may exercise every right and power that we may exercise and
will assume all of our obligations under the Purchase Warrants with the same effect as if such successor entity had been named
in the Purchase Warrant itself. If holders of our Common Stock are given a choice as to the securities, cash or property to be
received in a fundamental transaction, then the holder shall be given the same choice as to the consideration it receives upon
any exercise of the Purchase Warrant following such fundamental transaction.


 


Rights as a Stockholder


 


Except as otherwise provided in the Purchase
Warrants or by virtue of such holder’s ownership of shares of our Common Stock, the holder of a Purchase Warrant does not
have the rights or privileges of a holder of our Common Stock, including any voting rights, until the holder exercises the Purchase
Warrant.


 


 


 


 






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ANTI-TAKEOVER EFFECTS


 


Certain provisions of the Company’s
articles of incorporation, as amended, the Company’s amended and restated bylaws, and the Nevada Revised Statutes (the “NRS”)
may be deemed to have an anti-takeover effect. Such provisions may delay, deter or prevent a tender offer or takeover attempt that
a stockholder might consider to be in that stockholder’s best interests, including attempts that might result in a premium
over the market price for the shares held by stockholders.


 


The NRS permits, if authorized by the Company’s
articles of incorporation, as amended, the issuance of blank check preferred stock with preferences, limitations and relative rights
determined by a corporation’s board of directors without stockholder approval.


 


The Company’s articles of incorporation,
as amended, currently authorizes the issuance of blank check preferred stock, of which 6,500,000 preferred shares are available
for future issuance in one or more series to be issued from time to time.


 


The Company has opted out of NRS 78.411
to 78.444, which prohibits Nevada corporations from engaging in any “combination” with an “interested stockholder”
for a period of two years following the date that the stockholder became an “interested stockholder” unless prior to
that time the Board of Directors of the corporation approved either the “combination” or the transaction which resulted
in the stockholder becoming an “interested stockholder.”


 


Each of the foregoing may have the effect
of preventing or rendering more difficult or costly, the completion of a takeover transaction that stockholders might view as being
in their best interests.


 


 


 


 


 


 


 


 






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