Exhibit
4.6


 


DESCRIPTION
OF THE REGISTRANT’S SECURITIES


REGISTERED
PURSUANT TO SECTION 12 OF


THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED


 


General


 


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Life Sciences Corp., formerly KBL Merger Corp. IV (the “Company” or “we”) is incorporated
in the state of Delaware. The rights of our stockholders are generally governed by Delaware law, our amended and restated Certificate
of Incorporation and our Bylaws (each as amended and restated in effect as of the date hereof).


 


This
exhibit describes the general terms of the following two classes of securities registered under Section 12 of the Securities Exchange
Act of 1934, as amended: our common stock, par value $0.0001 per share and warrants exercisable for one-half share of our common stock.


 


This
exhibit is a summary and is not intended to be a complete description of the rights and preferences of such securities. The terms of
these securities may also be affected by the Delaware General Corporation Law (“DGCL”). Our amended and restated Certificate
of Incorporation and Bylaws as they exist on the date of this Annual Report on Form 10-K are incorporated by reference or filed as an
exhibit to the Annual Report on Form 10-K of which this exhibit is a part, and amendments or restatements of each will be filed with
the Securities and Exchange Commission (“SEC”) in future periodic or current reports in accordance with the rules
of the SEC. The summary below is qualified in its entirety by reference to our amended and restated Certificate of Incorporation and
Bylaws, which are filed as exhibits to our Annual Report on Form 10-K of which this exhibit is a part.


 


Authorized
Capitalization


 


The
total number of authorized shares of our common stock is 100,000,000 shares, $0.0001 par value per share. The total number of “blank
check” authorized shares of our preferred stock is 5,000,000 shares, $0.0001 par value per share. There are no shares of preferred
stock currently outstanding.


 


The
terms of our preferred stock are not included herein as such preferred stock is not registered under Section 12 of the Exchange Act.


 


Common
Stock


 


Voting
Rights. Each share of our common stock is entitled to one vote on all stockholder matters. Shares of our common stock do not
possess any cumulative voting rights.


 


Except
for the election of directors, if a quorum is present, an action on a matter is approved if it receives the affirmative vote of the holders
of a majority of the voting power of the shares of capital stock present in person or represented by proxy at the meeting and entitled
to vote on the matter, unless otherwise required by applicable law, Delaware law, our Certificate of Incorporation, as amended or Bylaws,
as amended. The election of directors will be determined by a plurality of the votes cast in respect of the shares present in person
or represented by proxy at the meeting and entitled to vote, meaning that the nominees with the greatest number of votes cast, even if
less than a majority, will be elected. The rights, preferences and privileges of holders of common stock are subject to, and may be impacted
by, the rights of the holders of shares of any series of preferred stock that we have designated, or may designate and issue in the future.


 


Our
board of directors is divided into two classes, each of which will generally serve for a term of two years with only one class of directors
being elected in each year. There is no cumulative voting with respect to the election of directors, with the result that the holders
of more than 50% of the shares voted for the election of directors can elect all of the directors.


 






     


     


    

 


Dividend
Rights. Each share of our common stock is entitled to equal dividends and distributions per share with respect to the common
stock when, as and if declared by our Board of Directors, subject to any preferential or other rights of any outstanding preferred stock.


 


Liquidation
and Dissolution Rights. Upon liquidation, dissolution or winding up, our common stock will be entitled to receive pro rata on
a share-for-share basis, the assets available for distribution to the stockholders after payment of liabilities and payment of preferential
and other amounts, if any, payable on any outstanding preferred stock.


 


Fully
Paid Status. All outstanding shares of the Company’s common stock are validly issued, fully paid and non-assessable.


 


Listing. Our
common stock is listed and traded on the NASDAQ Capital Market under the symbol “ATNF”.


 


Other
Matters. No holder of any shares of our common stock has a preemptive right to subscribe for any of our securities, nor are any
shares of our common stock subject to redemption or convertible into other securities.


 


Anti-Takeover
Effects Under Section 203 of Delaware General Corporation Law


 


We
are subject to Section 203 of Delaware General Corporation Law, which prohibits a Delaware corporation from engaging in any business
combination with any interested stockholder for a period of three years after the date that such stockholder became an interested stockholder,
with the following exceptions:


 


	 	-	before such
    date, the Board of Directors of the corporation approved either the business combination or the transaction that resulted in the
    stockholder becoming an interested stockholder;



 


	 	-	upon completion of the
    transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85 percent
    of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining the voting
    stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (i) by persons who
    are directors and also officers and (ii) employee stock plans in 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 an exchange offer; or



 


	 	-	on or after such date,
    the business combination is approved by our Board of Directors and authorized at an annual or a special meeting of the stockholders,
    and not by written consent, by the affirmative vote of at least 66 2/3 percent of the outstanding voting stock that is not owned
    by the interested stockholder.


 


In
general, Section 203 defines “business combination” to include the following:


 


	 	-	any merger
    or consolidation involving the corporation or any direct or indirect majority owned subsidiary of the corporation and the interested
    stockholder or any other corporation, partnership, unincorporated association, or other entity if the merger or consolidation is
    caused by the interested stockholder and as a result of such merger or consolidation the transaction is not excepted as described
    above;



 


	 	-	any sale, transfer, pledge,
    or other disposition (in one transaction or a series) of 10% or more of the assets of the corporation involving the interested stockholder;



 


	 	-	subject to certain exceptions,
    any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;



 


	 	-	any transaction involving
    the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporation
    beneficially owned by the interested stockholder; or



 






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	 	-	the receipt by the interested
    stockholder of the benefit of any loss, advances, guarantees, pledges, or other financial benefits by or through the corporation.


 


In
general, Section 203 defines an “interested stockholder” as an entity or a person who, together with the person’s
affiliates and associates, beneficially owns, or within three years prior to the time of determination of interested stockholder status
did own, 15 percent or more of the outstanding voting stock of the corporation.


 


A
Delaware corporation may “opt out” of these provisions with an express provision in its original certificate of incorporation
or an express provision in its certificate of incorporation or bylaws resulting from a stockholders’ amendment approved by at least
a majority of the outstanding voting shares. We have not opted out of these provisions. As a result, mergers or other takeover or change
in control attempts of us may be discouraged or prevented.


 


Warrants


 


Each
warrant entitles the registered holder to purchase one-half of one share of our common stock at a price of $5.75 per half share, subject
to adjustment as discussed below, at any time commencing on the later of 12 months from the closing of our initial public offering or
30 days after the completion of our initial business combination (which closed on November 6, 2020). If a warrant holder holds two warrants,
such warrants will be exercisable for one share of our common stock. Warrants must be exercised for whole shares. The warrants will expire
five years after the completion of our initial business combination (i.e., November 6, 2025), at 5:00 p.m., New York City time, or earlier
upon redemption or liquidation.


 


We
will not be obligated to deliver any shares of common stock pursuant to the exercise of a warrant and will have no obligation to settle
such warrant exercise unless a registration statement under the Securities Act with respect to the shares of common stock underlying
the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below
with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any
shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified
under the securities laws of the state of the exercising holder, unless an exemption is available. In the event that the conditions in
the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled
to exercise such warrant and such warrant may have no value and expire worthless. In no event will we be required to net cash settle
any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing
such warrant will have paid the full purchase price for the unit solely for the share of common stock underlying such unit.


 


We
have agreed that as soon as practicable, but in no event later than thirty (30) days, after the closing of our initial Business Combination
(which closing date was November 6, 2020), we will use our best efforts to file with the SEC a registration statement for the registration,
under the Securities Act, of the shares of common stock issuable upon exercise of the warrants. We will use our best efforts to cause
the same to become effective within 90 days after the closing of our initial business combination and to maintain the effectiveness of
such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions
of the warrant agreement. Notwithstanding the above, if our common stock is at the time of any exercise of a warrant not listed on a
national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1)
of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file
or maintain in effect a registration statement or register or qualify the shares under blue sky laws, and in the event we do not so elect,
we will use our best efforts to register or qualify the shares under the blue sky laws of the state of residence in those states in which
the warrants were initially offered by us in our initial public offering.


 


Once
the warrants become exercisable, we may call the warrants for redemption:


 


		●	in
whole and not in part;


 






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		●	at
a price of $0.01 per warrant;


 


		●	upon
not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder;
and


 


		●	if,
and only if, the reported last sale price of the common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading
day period ending on the third trading day prior to the date we send to the notice of redemption to the warrant holders.


 


If
and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares of common stock upon
exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to affect
such registration or qualification. We will use our best efforts to register or qualify the shares of common stock under the blue-sky
laws of the state of residence in those states in which the warrants were initially offered by us in our initial public offering.


 


We
have established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the
call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption
of the warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However,
the price of the common stock may fall below the $18.00 redemption trigger price as well as the $11.50 warrant exercise price (for whole
shares) after the redemption notice is issued.


 


If
we call the warrants for redemption as described above, our management will have the option to require any holder that wishes to exercise
his, her or its warrant to do so on a “cashless basis.” If our management takes advantage of this option, all holders
of warrants would pay the exercise price by surrendering their warrants for that number of shares of common stock equal to the quotient
obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between
the exercise price of the warrants and the “fair market value” by (y) the fair market value. The “fair market
value” shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading
day prior to the date on which the notice of redemption is sent to the holders of warrants. If our management takes advantage of this
option, the notice of redemption will contain the information necessary to calculate the number of shares of common stock to be received
upon exercise of the warrants, including the “fair market value” in such case. Requiring a cashless exercise in this
manner would reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption.


 


If
the number of outstanding shares of common stock is increased by a stock dividend payable in shares of common stock, or by a split-up
of shares of common stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the
number of shares of common stock issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding
shares of common stock. A rights offering to holders of common stock entitling holders to purchase shares of common stock at a price
less than the fair market value will be deemed a stock dividend of a number of shares of common stock equal to the product of (i) the
number of shares of common stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights
offering that are convertible into or exercisable for common stock) multiplied by (ii) one (1) minus the quotient of (x) the price per
share of common stock paid in such rights offering divided by (y) the fair market value. For these purposes (i) if the rights offering
is for securities convertible into or exercisable for common stock, in determining the price payable for common stock, there will be
taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and
(ii) fair market value means the volume weighted average price of common stock as reported during the ten (10) trading day period ending
on the trading day prior to the first date on which the shares of common stock trade on the applicable exchange or in the applicable
market, regular way, without the right to receive such rights.


 






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In
addition, if we, at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities
or other assets to the holders of common stock on account of such shares of common stock (or other shares of our capital stock into which
the warrants are convertible), other than (a) as described above, (b) certain ordinary cash dividends, (c) to satisfy the redemption
rights of the holders of common stock in connection with a proposed initial business combination, (d) as a result of the repurchase of
shares of common stock by us if the proposed initial business combination is presented to our stockholders for approval, or (e) in connection
with the redemption of our public shares upon our failure to complete our initial business combination, then the warrant exercise price
will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of
any securities or other assets paid on each share of common stock in respect of such event.


 


If
the number of outstanding shares of our common stock is decreased by a consolidation, combination, reverse stock split or reclassification
of shares of common stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split,
reclassification or similar event, the number of shares of common stock issuable on exercise of each warrant will be decreased in proportion
to such decrease in outstanding shares of common stock.


 


Whenever
the number of shares of common stock purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise
price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator
of which will be the number of shares of common stock purchasable upon the exercise of the warrants immediately prior to such adjustment,
and (y) the denominator of which will be the number of shares of common stock so purchasable immediately thereafter.


 


In
case of any reclassification or reorganization of the outstanding shares of common stock (other than those described above or that solely
affects the par value of such shares of common stock), or in the case of any merger or consolidation of us with or into another corporation
(other than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or
reorganization of our outstanding shares of common stock), or in the case of any sale or conveyance to another corporation or entity
of the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders
of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in
the warrants and in lieu of the shares of our common stock immediately theretofore purchasable and receivable upon the exercise of the
rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such
reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder
of the warrants would have received if such holder had exercised their warrants immediately prior to such event. However, if such holders
were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation
or merger, then the kind and amount of securities, cash or other assets for which each warrant will become exercisable will be deemed
to be the weighted average of the kind and amount received per share by such holders in such consolidation or merger that affirmatively
make such election, and if a tender, exchange or redemption offer has been made to and accepted by such holders (other than a tender,
exchange or redemption offer made by us in connection with redemption rights held by our stockholders as provided for in the our amended
and restated Certificate of Incorporation or as a result of the repurchase of shares of common stock by us if a proposed initial business
combination is presented to the stockholders of the Company for approval) under circumstances in which, upon completion of such tender
or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act)
of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the
Exchange Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning
of Rule 13d-3 under the Exchange Act) more than 50% of the outstanding shares of common stock, the holder of a warrant will be entitled
to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder
if such warrant holder had exercised the warrant prior to the expiration of such tender or exchange offer, accepted such offer and all
of the common stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and
after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in the warrant
agreement. Additionally, if less than 70% of the consideration receivable by the holders of common stock in such a transaction is payable
in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established
over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of
the warrant properly exercises the warrant within thirty days following public disclosure of such transaction, the warrant exercise price
will be reduced as specified in the warrant agreement based on the per share consideration minus Black-Scholes Warrant Value (as defined
in the warrant agreement) of the warrant in order to determine and realize the option value component of the warrant. This formula is
to compensate the warrant holder for the loss of the option value portion of the warrant value due to the requirement that the warrant
holder exercise the warrant within 30 days of the event. The Black-Scholes model is an accepted pricing model for estimating fair market
value where no quoted market price for an instrument is available.


 






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The
warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant
agent, and us. You should review a copy of the warrant agreement, which is filed as (or incorporated by reference as) an exhibit to our
Annual Report on Form 10-K of which this exhibit is a part, for a complete description of the terms and conditions applicable to the
warrants. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any
ambiguity or correct any defective provision, but requires the approval by the holders of at least 65% of the then outstanding public
warrants to make any change that adversely affects the interests of the registered holders of public warrants.


 


The
warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant
agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full
payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number
of warrants being exercised. The warrant holders do not have the rights or privileges of holders of common stock and any voting rights
until they exercise their warrants and receive shares of common stock. After the issuance of shares of common stock upon exercise of
the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.


 


Warrants
may be exercised only for a whole number of shares of common stock. No fractional shares will be issued upon exercise of the warrants.
If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round
down to the nearest whole number the number of shares of common stock to be issued to the warrant holder. As a result, warrant holders
not purchasing an even number of warrants must sell any odd number of warrants in order to obtain full value from the fractional interest
that will not be issued.


 


Dividends


 


We
have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of a business
combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements
and general financial condition subsequent to completion of a business combination. The payment of any cash dividends subsequent to a
business combination will be within the discretion of our board of directors at such time. In addition, our board of directors is not
currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future. Further, if we incur any indebtedness,
our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.


 


Exclusive
forum for certain lawsuits


 


Our
amended and restated Certificate of Incorporation requires, to the fullest extent permitted by law, that derivative actions brought in
our name, actions against directors, officers and employees for breach of fiduciary duty and other similar actions may be brought only
in the Court of Chancery in the State of Delaware and, if brought outside of Delaware, the stockholder bringing such suit will be deemed
to have consented to service of process on such stockholder’s counsel. Although we believe this provision benefits us by providing
increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision may limit a stockholder’s
ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees,
which may have the effect of discouraging lawsuits against our directors and officers.





 






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Notwithstanding
the foregoing, in the event the Court of Chancery in the State of Delaware lacks subject matter jurisdiction over any such action or
proceeding, the sole and exclusive forum for such action or proceeding will be another court in the State of Delaware, or if no court
in the State of Delaware has jurisdiction, the federal district court for the District of Delaware, in each such case, unless the Court
of Chancery (or such other state or federal court located within the State of Delaware, as applicable) has dismissed a prior action by
the same plaintiff asserting the same claims because such court lacked personal jurisdiction over an indispensable party named as a defendant
therein. To the fullest extent permitted by law, the forum selection provision discussed above will apply to derivative actions or proceedings
brought on our behalf and arising under the Securities Act or the Exchange Act, although our stockholders cannot waive compliance with
the federal securities laws and the rules and regulations thereunder. There is uncertainty as to whether a court would enforce such provision
in connection with any such derivative action or proceeding arising under the Securities Act or the Exchange Act, and it is possible
that a court could find the forum selection provision to be inapplicable or unenforceable in such a case.


 


Special
meeting of stockholders


 


Our
Bylaws provide that special meetings of our stockholders may be called only by a majority vote of our board of directors, by our Chief
Executive Officer or by our Chairman.


 


Listing
of Securities


 


The
warrants are listed on The NASDAQ Stock Market under the symbol “ATNFW”.


 






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