Exhibit
4.1


 


DESCRIPTION
OF THE REGISTRANT’S SECURITIES


 


REGISTERED
PURSUANT TO SECTION 12 OF THE


 


SECURITIES
EXCHANGE ACT OF 1934


 


As
of September 28, 2020, Genetic Technologies Limited (the “Company”) has one class of its securities, American depositary
shares (“ADS”), registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).


 


The
following description of our ADS is a summary and is subject to, and is qualified in its entirety by reference to, the provisions
of our Constitution, a copy of which is incorporated by reference as Exhibits 3.1, to our Registration Statement on Form 20-F
filed with the Commission on December 21, 2010.


 


ADS


 


The
Bank of New York Mellon, as depositary, will register and deliver ADSs. Each ADS represents six hundred ordinary shares (or a
right to receive six hundred ordinary shares) deposited with HSBC Bank Australia Limited, as custodian for the depositary. Each
ADS also represents any other securities, cash or other property which may be held by the depositary. The depositary’s corporate
trust office at which the ADSs are administered, and its executive offices, are located at 240 Greenwich Street, New York, New
York 10286.


 


You
may hold ADSs either (A) directly (i) by having an American depositary receipt, which is a certificate evidencing a specific number
of ADSs, registered in your name, or (ii) by holding ADSs in the Direct Registration System, or (B) indirectly through your broker
or other financial institution. If you hold ADSs directly, you are an ADS holder. This description assumes you hold the ADSs directly.
If you hold the ADSs indirectly, you must rely on the procedures of your broker or other financial institution to assert the rights
of ADR holders described in this section. You should consult with your broker or financial institution to find out what those
procedures are.


 


The
Direct Registration System is a system administered by DTC pursuant to which the depositary may register the ownership of uncertificated
ADSs, which ownership shall be confirmed by periodic statements issued by the depositary to the ADS holders entitled thereto.


 


As
an ADS holder, we will not treat you as one of our shareholders and you will not have shareholder rights. Australian law governs
shareholder rights. The depositary will be the holder of the shares underlying the ADSs. As a holder of ADSs, you will have ADS
holder rights. A deposit agreement among us, the depositary and you, as an ADS holder, and the beneficial owners of ADSs set out
ADS holder rights as well as the rights and obligations of the depositary. New York law governs the deposit agreement and the
ADSs.


 


The
following is a summary of the material provisions of the deposit agreement.


 


Dividends
and Other Distributions


 


In
the event that we pay a cash dividend or make another distribution, the depositary has agreed to pay to you the cash dividends
or other distributions it or the custodian receives on shares or other deposited securities, after deducting its fees and expenses.
You will receive these distributions in proportion to the number of shares the ADSs represent.


 


	 	●	Cash.
    The depositary will convert any cash dividend or other cash distribution we pay on the shares into U.S. dollars, if it can
    do so on a reasonable basis and can transfer the U.S. dollars to the United States. If that is not possible or if any government
    approval is needed and cannot be obtained, the deposit agreement allows the depositary to distribute the foreign currency
    only to those ADR holders to whom it is possible to do so. It will hold the foreign currency it cannot convert for the account
    of the ADS holders who have not been paid. It will not invest the foreign currency and it will not be liable for any interest.





 






    	 	 	 



     


    




 


	 	● 	Before
    making a distribution, any withholding taxes, or other governmental charges that must be paid will be deducted. The depositary
    will distribute only whole U.S. dollars and cents and will round fractional cents to the nearest whole cent. If exchange
    rates fluctuate during a time when the depositary cannot convert the foreign currency, you may lose some or all of the value
    of the distribution.
	 	 	 
	 	●	Shares.
    The depositary may distribute additional ADSs representing any shares we distribute as a dividend or free distribution. The
    depositary will only distribute whole ADSs. It will sell shares which would require it to deliver a fractional ADS and distribute
    the net proceeds in the same way as it does with cash. If the depositary does not distribute additional ADSs, the outstanding
    ADSs will also represent the new shares.
	 	 	 
	 	●	Rights
    to Purchase Additional Shares. If we offer holders of our securities any rights to subscribe for additional shares
    or any other rights, the depositary may make these rights available to you. If the depositary decides it is not legal and
    practical to make the rights available but that it is practical to sell the rights, the depositary will use reasonable efforts
    to sell the rights and distribute the proceeds in the same way as it does with cash. The depositary will allow rights that
    are not distributed or sold to lapse. In that case, you will receive no value for them.
	 	 	 
	 	●	If
    the depositary makes rights available to you, it will exercise the rights and purchase the shares on your behalf. The depositary
    will then deposit the shares and deliver ADSs to you. It will only exercise rights if you pay it the exercise price and any
    other charges the rights require you to pay.
	 	 	 
	 	●	U.S.
    securities laws may restrict transfers and cancellation of the ADSs represented by shares purchased upon exercise of rights.
    For example, you may not be able to trade these ADSs freely in the United States. In this case, the depositary may deliver
    restricted depositary shares that have the same terms as the ADSs described in this section except for changes needed to put
    the necessary restrictions in place.
	 	 	 
	 	●	Other
    Distributions. The depositary will send to you anything else we distribute on deposited securities by any means it thinks
    is legal, fair and practical. If it cannot make the distribution in that way, the depositary has a choice. It may decide to
    sell what we distributed and distribute
	 	 	 
	 	●	the
    net proceeds, in the same way as it does with cash. Or, it may decide to hold what we distributed, in which case ADSs will
    also represent the newly distributed property. However, the depositary is not required to distribute any securities (other
    than ADSs) to you unless it receives satisfactory evidence from us that it is legal to make that distribution.


 


The
depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders.
We have no obligation to register ADSs, shares, rights or other securities under the Securities Act. We also have no obligation
to take any other action to permit the distribution of ADSs, shares, rights or anything else to ADS holders. This means that
you may not receive the distributions we make on our shares or any value for them if it is illegal or impractical for us to make
them available to you.


 


As
of September 28, 2020, our ADS was listed on the Nasdaq Capital Market under the symbol “GENE.”