EXHIBIT
4.1


 


ONE
WORLD PHARMA, INC.

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 One World Pharma, 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 310,000,000 shares of capital stock, consisting of 300,000,000 shares of
common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share, of which 44,804,305
shares of common stock and no shares of 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


 


Dividend
Rights


 


Subject
to preferences that may apply to shares of preferred stock outstanding at the time, the holders of outstanding shares of our Common
Stock are entitled to receive dividends out of funds legally available at the times and in the amounts that our board of directors
may determine.


 


Voting
Rights


 


Each
holder of our Common Stock is entitled to one vote for each share of our Common Stock held on all matters submitted to a vote
of stockholders. Cumulative voting for the election of directors is not provided for in our articles of incorporation, as amended,
which means that the holders of a majority of the voting shares voted can elect all of the directors then standing for election.


 


No
Preemptive or Similar Rights


 


Holders
of our Common Stock do not have preemptive rights, and our Common Stock is not convertible or redeemable.


 


Right
to Receive Liquidation Distributions


 


Upon
our dissolution, liquidation or winding-up, the assets legally available for distribution to our stockholders are distributable
ratably among the holders of our Common Stock, subject to the preferential rights and payment of liquidation preferences, if any,
on any outstanding shares of preferred stock.


 


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.


 


Anti-takeover
Provisions


 


Certain
provisions of our articles of incorporation, as amended, and Nevada law may have the effect of delaying, deferring or discouraging
another person from acquiring control of our company.


 




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Nevada
Law


 


In
addition, Nevada has enacted the following legislation that may deter or frustrate takeovers of Nevada corporations:


 


Authorized
but Unissued Stock – The authorized but unissued shares of our Common Stock are available for future issuance without
stockholder approval. These additional shares may be used for a variety of corporate purposes, including future public offerings
to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued shares
of common stock may enable our board of directors to issue shares of stock to persons friendly to existing management.


 


Evaluation
of Acquisition Proposals – The Nevada Revised Statutes expressly permit our board of directors, when evaluating any
proposed tender or exchange offer, any merger, consolidation or sale of substantially all of our assets, or any similar extraordinary
transaction, to consider all relevant factors including, without limitation, the social, legal, and economic effects on our employees,
customers, suppliers, and other relevant interest holders, and on the communities and geographical areas in which they operate.
Our board of directors may also consider the amount of consideration being offered in relation to the then current market price
of our outstanding shares of capital stock and our then current value in a freely negotiated transaction.


 


Control
Share Acquisitions – Nevada has adopted a control share acquisitions statute designed to afford stockholders of public
corporations in Nevada protection against acquisitions in which a person, entity or group seeks to gain voting control. With enumerated
exceptions, the statute provides that shares acquired within certain specific ranges will not possess voting rights in the election
of directors unless the voting rights are approved by a majority vote of the public corporation’s disinterested stockholders.
Disinterested shares are shares other than those owned by the acquiring person or by a member of a group with respect to a control
share acquisition, or by any officer of the corporation or any employee of the corporation who is also a director. The specific
acquisition ranges that trigger the statute are: acquisitions of shares possessing one-fifth or more but less than one-third of
all voting power; acquisitions of shares possessing one-third or more but less than a majority of all voting power; or acquisitions
of shares possessing a majority or more of all voting power. Under certain circumstances, the statute permits the acquiring person
to call a special stockholders’ meeting for the purpose of considering the grant of voting rights to the holder of the control
shares. The statute also enables a corporation to provide for the redemption of control shares with no voting rights under certain
circumstances.


 


Transfer
Agent and Registrar


 


The
transfer agent and registrar for our Common Stock is vStock Transfer, LLC. Its mailing address is 18 Lafayette Place, Woodmere,
NY 11598, its telephone number is (212) 828-8436, and its facsimile number is (646) 536-3179.


 




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