EXHIBIT
4.18


 


DESCRIPTION
OF THE REGISTRANT’S SECURITIES


REGISTERED
PURSUANT TO SECTION 12 OF THE SECURITIES


EXCHANGE
ACT OF 1934


 


SINTX
Technologies, Inc. (“SINTX,” “we,” “our,” or “us”) has one class of securities
registered under Section 12 of the Securities Exchange Act of 1934, as amended: our common stock.


 


Authorized
Shares of Capital Stock


 


Our
Restated Certificate of Incorporation authorizes us to issue 250,000,000 shares of common stock, par value $0.01 per share, and
130,000,000 shares of preferred stock, par value $0.01 per share. The following is a summary of the rights of our common stock
and some of the provisions of our Restated Certificate of Incorporation and Restated Bylaws, and the Delaware General Corporation
Law. Because it is only a summary, it does not contain all the information that may be important to you and is subject to and
qualified in its entirety by our Restated Certificate of Incorporation and our Restated Bylaws.


 


Our
Restated Certificate of Incorporation and our Restated Bylaws contain certain provisions that are intended to enhance the likelihood
of continuity and stability in the composition of the board of directors, which may have the effect of delaying, deferring or
preventing a future takeover or change in control of the Company unless such takeover or change in control is approved by our
board of directors.


 


Common
Stock


 


Holders
of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders,
and do not have cumulative voting rights. Accordingly, the holders of a majority of the shares of our common stock entitled to
vote can elect all of the directors standing for election. Subject to preferences that may be applicable to any outstanding shares
of preferred stock, holders of our common stock are entitled to receive ratably such dividends, if any, as may be declared from
time to time by our board of directors out of funds legally available for dividend payments. All outstanding shares of our common
stock are fully paid and nonassessable. The holders of common stock have no preferences or rights of conversion, exchange, pre-
emption or other subscription rights. There are no redemption or sinking fund provisions applicable to our common stock. In the
event of any liquidation, dissolution or winding-up of our affairs, holders of our common stock will be entitled to share ratably
in our assets that are remaining after payment or provision for payment of all of our debts and obligations and after liquidation
payments to holders of outstanding shares of preferred stock, if any.


 


The
transfer agent and registrar for our common stock is American Stock Transfer and Trust Company. The transfer agent and the registrar’s
address is 59 Maiden Lane, New York, New York 10038.


 


Our
common stock is listed on The NASDAQ Capital Market under the symbol “SINT”.


 


Effects
of Anti-Takeover Provisions of Our Restated Certificate of Incorporation, Our Restated Bylaws and Delaware Law


 


The
provisions of (1) Delaware law, (2) our Restated Certificate of Incorporation and (3) our Restated Bylaws discussed below could
discourage or make it more difficult to prevail in a proxy contest or effect other change in our management or the acquisition
of control by a holder of a substantial amount of our voting stock. 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 interests or our best
interests. 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 the board of directors and to discourage certain types of transactions that may
involve an actual or threatened change in control of our company. These provisions are designed to reduce our vulnerability to
an unsolicited acquisition proposal. These provisions also are intended to discourage certain tactics that may be used in proxy
fights. These provisions also may have the effect of preventing changes in our management.


 




    	 



    	 



    

 


Delaware
Statutory Business Combinations Provision. We are subject to the anti-takeover provisions of Section 203 of the Delaware General
Corporation Law. In general, Section 203 prohibits a publicly-held 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 the business combination is, or the transaction in which the person became an interested
stockholder was, approved in a prescribed manner or another prescribed exception applies. For purposes of Section 203, a “business
combination” is defined broadly to include a merger, asset sale or other transaction resulting in a financial benefit to
the interested stockholder, and, subject to certain exceptions, an “interested stockholder” is a person who, together
with his or her affiliates and associates, owns (or within three years prior, did own) 15% or more of the corporation’s
voting stock.


 


Classified
Board of Directors; Appointment of Directors to Fill Vacancies; Removal of Directors for Cause. Our Restated Certificate of
Incorporation provides that our board of directors will be divided into three classes as nearly equal in number as possible. Each
year the stockholders will elect the members of one of the three classes to a three-year term of office. All directors elected
to our classified board of directors will serve until the election and qualification of their respective successors or their earlier
resignation or removal. The board of directors is authorized to create new directorships and to fill any positions so created
and is permitted to specify the class to which any new position is assigned. The person filling any of these positions would serve
for the term applicable to that class. The board of directors (or its remaining members, even if less than a quorum) is also empowered
to fill vacancies on the board of directors occurring for any reason for the remainder of the term of the class of directors in
which the vacancy occurred. Members of the board of directors may only be removed for cause and only by the affirmative vote of
holders of at least 80% of our outstanding voting stock. These provisions are likely to increase the time required for stockholders
to change the composition of the board of directors. For example, in general, at least two annual meetings will be necessary for
stockholders to effect a change in a majority of the members of the board of directors.


 


Authorization
of Blank Check Preferred Stock. Our Restated Certificate of Incorporation provides that our board of directors is authorized
to issue, without stockholder approval, blank check preferred stock. Blank check preferred stock can operate as a defensive measure
known as a “poison pill” by diluting the stock ownership of a potential hostile acquirer to prevent an acquisition
that is not approved by our board of directors.


 


Advance
Notice Provisions for Stockholder Proposals and Stockholder Nominations of Directors. Our Restated Bylaws provide that, for
nominations to the board of directors or for other business to be properly brought by a stockholder before a meeting of stockholders,
the stockholder must first have given timely notice of the proposal in writing to our Secretary. For an annual meeting, a stockholder’s
notice generally must be delivered not less than 90 days nor more than 120 days prior to the anniversary of the mailing date of
the proxy statement for the previous year’s annual meeting. For a special meeting, the notice must generally be delivered
no less than 60 days nor more than 90 days prior to the special meeting or ten days following the day on which public announcement
of the meeting is first made. Detailed requirements as to the form of the notice and information required in the notice are specified
in our Restated Bylaws. If it is determined that business was not properly brought before a meeting in accordance with our bylaw
provisions, this business will not be conducted at the meeting.


 


Special
Meetings of Stockholders. Special meetings of the stockholders may be called only by our board of directors pursuant to a
resolution adopted by a majority of the total number of directors.


 


No
Stockholder Action by Written Consent. Our Restated Certificate of Incorporation does not permit our stockholders to act by
written consent. As a result, any action to be affected by our stockholders must be affected at a duly called annual or special
meeting of the stockholders.


 


Super-Majority
Stockholder Vote required for Certain Actions. The Delaware General Corporation Law provides generally that the affirmative
vote of a majority of the shares entitled to vote on any matter is required to amend a corporation’s certificate of incorporation
or bylaws, unless the corporation’s certificate of incorporation or bylaws, as the case may be, requires a greater percentage.
Our Restated Certificate of Incorporation requires the affirmative vote of the holders of at least 80% of our outstanding voting
stock to amend or repeal any of the provisions discussed in this section entitled “Effect of Anti-Takeover Provisions of
Our Restated Certificate of Incorporation, Our Restated Bylaws and Delaware Law” or to reduce the number of authorized shares
of common stock or preferred stock. This 80% stockholder vote would be in addition to any separate class vote that might in the
future be required pursuant to the terms of any preferred stock that might then be outstanding. An 80% vote is also required for
any amendment to, or repeal of, our Restated Bylaws by the stockholders. Our Restated Bylaws may be amended or repealed by a simple
majority vote of the board of directors.


 


Potential
Effects of Authorized but Unissued Stock


 


We
have shares of common stock and preferred stock available for future issuance without stockholder approval. We may utilize these
additional shares for a variety of corporate purposes, including future public offerings to raise additional capital, to facilitate
corporate acquisitions or payment as a dividend on the capital stock.


 


The
existence of unissued and unreserved common stock and preferred stock may enable our board of directors to issue shares to persons
friendly to current management or to issue preferred stock with terms that could render more difficult or discourage a third-party
attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise, thereby protecting the continuity
of our management. In addition, the board of directors has the discretion to determine designations, rights, preferences, privileges
and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences
of each series of preferred stock, all to the fullest extent permissible under the Delaware General Corporation Law and subject
to any limitations set forth in our certificate of incorporation. The purpose of authorizing the board of directors to issue preferred
stock and to determine the rights and preferences applicable to such preferred stock is to eliminate delays associated with a
stockholder vote on specific issuances. The issuance of preferred stock, while providing desirable flexibility in connection with
possible financings, acquisitions and other corporate purposes, could have the effect of making it more difficult for a third-party
to acquire, or could discourage a third-party from acquiring, a majority of our outstanding voting stock.