biei_ex411





 







EXHIBIT 4.11



 



DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE
EXCHANGE ACT


 


The
following is a brief description of shares of common stock
(“common stock”) of Premier Biomedical, Inc. (the
“Company,” “we,” “us,” or
“our”). The brief description is based upon our
Articles of Incorporation, including the Certificate of Amendment
to our Articles of Incorporation, (as amended, our “Articles
of Incorporation”), our Bylaws (our “Bylaws”),
and provisions of applicable Nevada law. This summary does not
purport to be complete and is subject to, and qualified in its
entirety by, the full text of our Articles of Incorporation and
Bylaws, each of which is incorporated by reference as an exhibit to
our Annual Report on Form 10-K.


 



GENERAL


 


Our
Articles of Incorporation authorizes us to issue up to
1,010,000,000 shares of capital stock, consisting of 1,000,000,000
shares of common stock, par value $0.00001 per share, and
10,000,000 shares of preferred stock, par value $0.001 per share,
of which 262,111,480 shares of common stock, 2,000,000 shares of
series A preferred stock and 133,780 shares of series B preferred
stock were issued and outstanding as of December 31, 2019. Our
Articles of Incorporation authorizes our Board of Directors (our
“Board”) to determine, at any time and from time to
time, the number of authorized shares, as described
below.


 



COMMON STOCK


 


Holders
of common stock are entitled to one vote per share on all matters
submitted to a vote of the stockholders. Our holders of common
stock do not have cumulative voting rights. Holders of common stock
will be entitled to receive ratably such dividends as may be
declared by the Board out of funds legally available therefor,
which may be paid in cash, property, or in shares of the
Company’s capital stock. Upon liquidation, dissolution or
winding up of the Company, either voluntarily or involuntarily, the
holders of common stock will be entitled to receive their ratable
share of the net assets of the Company legally available for
distribution after payment of all debts and other liabilities.
There are no conversion, preemptive or other subscription rights
and there are no sinking fund or redemption provisions applicable
to the common stock.


 



DIVIDENDS


 


We
have not declared or paid any dividends on our common stock since
our inception and do not anticipate paying dividends for the
foreseeable future. The payment of dividends is subject to the
discretion of our Board and will depend, among other things, upon
our earnings, our capital requirements, our financial condition,
and other relevant factors. We intend to reinvest any earnings in
the development and expansion of our business. Any cash dividends
in the future to common stockholders will be payable when, as and
if declared by our Board, based upon the board’s assessment
of our financial condition and performance, earnings, need for
funds, capital requirements, prior claims of preferred stock to the
extent issued and outstanding, and other factors, including income
tax consequences, restrictions and applicable laws. There can be no
assurance, therefore, that any dividends on our common stock will
ever be paid.


 



PREFERRED STOCK


 


The
shares of preferred stock may be issued in series, and shall have
such voting powers, full or limited, or no voting powers, and such
designations, preferences and relative participating, optional or
other special rights, and qualifications, limitations or
restrictions thereof, as shall be stated and expressed in the
resolution or resolutions providing for the issuance of such stock
adopted from time to time by the Board. The Board is expressly
vested with the authority to determine and fix in the resolution or
resolutions providing for the issuances of preferred stock the
voting powers, designations, preferences and rights, and the
qualifications, limitations or restrictions thereof, of each such
series to the full extent now or hereafter permitted by the laws of
the State of Nevada.