Exhibit
4.11


 


DESCRIPTION
OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934


 


As
of May 14, 2020, NanoVibronix, Inc., a Delaware corporation (“we,” “our” and the “Company”)
has our common stock, par value $0.001 per share, registered under Section 12 of the Securities Exchange Act of 1934, as amended.


 


The
foregoing description is intended as a summary and is qualified in its entirety by reference to our amended and restated certificate
of incorporation, as amended (the “Amended & Restated Certificate of Incorporation”) and the amended and restated
by-laws, as amended (the “By-laws”) as currently in effect, copies of which are filed as exhibits to this Annual Report
on Form 10-K and are incorporated by reference herein.


 


Authorized
Capital Stock


 


Our authorized capital
stock consists of 31,000,000 shares, of which 20,000,00 are common stock, par value $0.001 per share, and 11,000,000 are preferred
stock, par value $0.001 per share, 3,000,000 of which have been designated as Series C Convertible Preferred Stock (“Series
C Preferred Stock”), 506 of which have been designated as Series D Convertible Preferred Stock (“Series D Preferred
Stock”) and 1,999,494 of which have been designated as Series E Convertible Preferred Stock (“Series E Preferred Stock”).
As of May 14, 2020, there were 4,313,764 shares of common stock issued and outstanding, 2,993,142 shares of Series
C Convertible Preferred Stock issued and outstanding, 304 shares of Series D Convertible Preferred Stock issued and outstanding
and 1,715,000 shares of Series E Convertible Preferred Stock issued and outstanding.


 


Common
Stock


 


Voting
Rights


 


Each
stockholder has one vote for each share of common stock held on all matters submitted to a vote of stockholders. A stockholder
may vote in person or by proxy. Elections of directors are determined by a plurality of the votes cast and all other matters are
decided by a majority of the votes cast by those stockholders entitled to vote and present in person or by proxy.


 


Because
our stockholders do not have cumulative voting rights, stockholders holding a majority of the voting power of our shares of common
stock will be able to elect all of our directors. Our Amended & Restated Certificate of Incorporation and By-laws provide
that stockholder actions may be effected at a duly called meeting of stockholders or pursuant to written consent of the majority
of stockholders.


 




    	 	 	 



    	 



    

 


Dividend
Rights


 


The
holders of outstanding shares of common stock are entitled to receive dividends out of funds legally available at the times and
in the amounts that the board of directors (the “Board”) may determine, provided that required dividends, if any,
on preferred stock have been paid or provided for. However, the current policy of our Board is to retain earnings, if any, for
operations and growth.


 


No
Preemptive or Similar Rights


 


The
holders of our common stock have no preemptive, subscription, redemption or conversion rights. The rights, preferences and privileges
of holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of any series of preferred
stock, which may be designated solely by action of the Board and issued in the future.


 


Right
to Receive Liquidation Distributions


 


Upon
liquidation, dissolution or winding-up, the holders of our common stock are entitled to share ratably in all assets that are legally
available for distribution.


 


The
NASDAQ Capital Market Listing


 


Our
common stock is listed on the NASDAQ Capital Market (“NASDAQ”) under the symbol “NAOV.”


 


Transfer
Agent and Registrar


 


The
transfer agent and registrar for our common stock is VStock Transfer, LLC, 18 Lafayette Place, Woodmere, NY 11598.


 


Options
and Warrants


 


As
of May 14, 2020, we had 1,556,332 shares of common stock issuable upon exercise of outstanding options and 4,710,272
shares of common stock issuable upon the exercise of warrants. There are no other outstanding warrants or options at this
time.


 


Preferred
Stock


 


We
may issue any class of preferred stock in any series. The Board has the authority, subject to limitations prescribed under Delaware
law and the rights of the holders of any series of preferred stock, to issue preferred stock in one or more series, to establish
from time to time the number of shares to be included in each series and to fix the designation, powers, preferences and rights
of the shares of each series and any of its qualifications, limitations and restrictions. The number of authorized shares of preferred
stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the
holders of a majority of the voting power of all of the then-outstanding shares of our capital stock entitled to vote thereon,
without a vote of the holders of the preferred stock, or of any series thereof, unless a vote of any such holders is required
pursuant to the terms of any preferred stock designation. The Board may authorize the issuance of preferred stock with voting
or conversion rights that could adversely affect the voting power or other rights of the holders of the common stock. The issuance
of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could,
among other things, have the effect of delaying, deferring or preventing a change in control of our company and may adversely
affect the market price of common stock and the voting and other rights of the holders of common stock.


 




    	 	 	 



    	 



    

 


Series
C Convertible Preferred Stock


 


Conversion
Rights


 


Each
share of the Series C Preferred Stock is convertible into one (1) share of common stock, provided that the holder will be prohibited
from converting Series C Preferred Stock into shares of common stock if, as a result of such conversion, the holder would own
more than 9.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of the shares
of common stock issuable upon conversion of the Series C Preferred Stock, or, at the election of a holder, together with its affiliates,
would own more than 9.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance
of the shares of common stock issuable upon conversion of the Series C Preferred Stock. The conversion rate of the Series C Preferred
Stock is subject to proportionate adjustments for stock splits, reverse stock splits and similar events.


 


Dividend
Rights


 


Shares
of Series C Preferred Stock are not entitled to receive any dividends, unless and until specifically declared by the Board. However,
holders of Series C Preferred Stock are entitled to receive dividends on shares of Series C Preferred Stock equal (on an as-if-converted-to-common-stock
basis) to and in the same form as dividends actually paid on shares of the common stock when such dividends are specifically declared
by the Board. The Company is not obligated to redeem or repurchase any shares of Series C Preferred Stock. Shares of Series C
Preferred Stock are not otherwise entitled to any redemption rights, or mandatory sinking fund or analogous fund provisions.


 


Voting
Rights


 


Except
as provided in the Designation, Preferences, Rights and Limitations of Series C Preferred Stock or as otherwise required by law,
each holder of Series C Preferred Stock will be entitled to the number of votes equal to the number of shares of common stock
into which such share of Series C Preferred Stock could be converted, provided that the holder would be prohibited from converting
Series C Preferred Stock if, as a result of such conversion, the holder, together with its affiliates, would beneficially own
more than 9.99% of the total number of shares of our common stock then issued and outstanding, for purposes of determining the
shares entitled to vote at any regular, annual or special meeting of stockholders of the Company, and shall have voting rights
and powers equal to the voting rights and powers of the common stock (except as otherwise expressly provided herein or as required
by law, voting together with the common stock as a single class) and shall be entitled to notice of any stockholders’ meeting
in accordance with the By-laws of the Company. Fractional votes shall not, however, be permitted and any fractional voting rights
shall be rounded to the nearest whole number (with one-half being rounded upward). We may not, without the written consent of
holders of a majority of the then issued and outstanding shares of Series C Preferred Stock, increase the number of authorized
shares of Series C Preferred Stock.


 




    	 	 	 



    	 



    

 


Liquidation
Rights


 


Upon
any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of Series C Preferred
Stock are entitled to receive, pari passu with the holders of common stock, out of the assets available for distribution to stockholders
an amount equal to such amount per share as would have been payable had all shares of Series C Preferred Stock been converted
into common stock immediately before such liquidation, dissolution or winding up, without giving effect to any limitation on conversion
as a result of the Beneficial Ownership Limitation, as described above.


 


Series
D Convertible Preferred Stock


 


Conversion
Rights


 


Each
share of the Series D Preferred Stock is convertible into one thousand (1,000) shares of common stock, provided that the holder
will be prohibited from converting Series D Preferred Stock into shares of common stock if, as a result of such conversion, the
holder would own more than 9.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance
of the shares of common stock issuable upon conversion of the Series D Preferred Stock, or, at the election of a holder, together
with its affiliates, would own more than 9.99% of the number of shares of common stock outstanding immediately after giving effect
to the issuance of the shares of common stock issuable upon conversion of the Series D Preferred Stock. The conversion rate of
the Series D Preferred Stock is subject to proportionate adjustments for stock splits, reverse stock splits and similar events.


 


Dividend
Rights


 


Shares
of Series C Preferred Stock are not entitled to receive any dividends, unless and until specifically declared by the Board. Series
D Preferred Stockholders (“Series D Holders”) are entitled to receive, and the Company shall pay, dividends on shares
of Series D Preferred Stock equal (on an as-if-converted-to-common-stock basis) to and in the same form as dividends actually
paid on shares of the common stock when, as and if such dividends are paid on shares of the common stock. No other dividends shall
be paid on shares of Series D Preferred Stock.


 


Voting
Rights


 


Except
as provided in the Series D Preferred Stock Certificate of Designation or as otherwise required by law, Series D Holders shall
have no voting rights. However, as long as any shares of Series D Preferred Stock are outstanding, the Company shall not, without
the affirmative vote of the Series D Holders of a majority of the then outstanding shares of the Series D Preferred Stock, (a)
alter or change adversely the powers, preferences or rights given to the Series D Preferred Stock or alter or amend the Series
D Preferred Stock Certificate of Designation, (b) amend its certificate of incorporation or other charter documents in any manner
that adversely affects any rights of the Series D Holders, (c) increase the number of authorized shares of Series D Preferred
Stock, or (d) enter into any agreement with respect to any of the foregoing.


 




    	 	 	 



    	 



    

 


Liquidation
Rights


 


Upon
any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the Series D Holders shall be entitled
to receive out of the assets, whether capital or surplus, of the Company the same amount that a holder of common stock would receive
if the Series D Preferred Stock were fully converted (disregarding for such purpose any conversion limitations hereunder) to common
stock which amounts shall be paid pari passu with all holders of common stock. The Company shall mail written notice of any such
liquidation, not less than 30 days prior to the payment date stated therein, to each Series D Holder.


 


Series
E Convertible Preferred Stock


 


Conversion
Rights


 


Each
share of Series E Preferred Stock is convertible at any time and from time to time at the option of a holder of Series E Preferred
Stock (a “Series E Holder”) into one share of our common stock, provided that each holder is prohibited from converting
Series E Preferred Stock into shares of our common stock if, as a result of such conversion, any such holder, together with its
affiliates, would own more than 9.99% of the total number of shares of our common stock then issued and outstanding. This limitation
may be waived with respect to a holder upon such holder’s provision of not less than 61 days’ prior written notice
to the Company. The conversion rate of the Series E Preferred Stock is subject to proportionate adjustments for stock splits,
reverse stock splits and similar events.


 


Dividend
Rights


 


Shares
of Series E Preferred Stock are not entitled to receive any dividends, unless and until specifically declared by the Board. However,
Series E Holders are entitled to receive dividends on shares of Series E Preferred Stock equal (on an as-if-converted-to-common-stock
basis) to and in the same form as dividends actually paid on shares of the common stock when such dividends are specifically declared
by the Board. The Company is not obligated to redeem or repurchase any shares of Series E Preferred Stock. Shares of Series E
Preferred Stock are not otherwise entitled to any redemption rights, or mandatory sinking fund or analogous fund provisions.


 


Voting
Rights


 


Each
Series E Holder shall be entitled to the number of votes equal to the number of shares of our common stock equal to the voting
ratio, which, for each share of Series E Preferred Stock, is equal to $2.00 divided by $3.53. Fractional votes shall not, however,
be permitted and any fractional voting rights resulting from the above formula (after aggregating all shares into which shares
of Series E Preferred Stock held by each Series E Holder could be converted) shall be rounded to the nearest whole number (with
one-half being rounded upward).


 




    	 	 	 



    	 



    

 


Liquidation
Rights


 


Upon
liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, each Series E Holder shall be entitled
to receive the amount of cash, securities or other property to which such holder would be entitled to receive with respect to
such shares of Series E Preferred Stock if such shares had been converted to our common stock immediately prior to such liquidation.


 


Delaware
Anti-Takeover Law and Provisions of our Certificate of Incorporation and Bylaws


 


Delaware
Anti-Takeover Law


 


We
are subject to Section 203 of the Delaware General Corporation Law (the “DGCL”). Section 203 generally prohibits a
public 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:


 


	 	●	prior
    to the date of the transaction, the board of directors of the corporation approved either the business combination or the
    transaction which resulted in the stockholder becoming an interested stockholder;
	 	 	 
	 	●	the interested stockholder
    owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for
    purposes of determining the number of shares outstanding (i) shares owned by persons who are directors and also officers and
    (ii) shares owned by 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 exchange offer; or
	 	 	 
	 	●	on or subsequent
    to the date of the transaction, the business combination is approved by the board and authorized at an annual or special meeting
    of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock which
    is not owned by the interested stockholder.
	 	 	 
	 	Section 203 defines a business combination
    to include:
	 	 	 
	 	●	any merger or consolidation
    involving the corporation and the interested stockholder;
	 	 	 
	 	●	any sale, transfer,
    pledge or other disposition involving the interested stockholder of 10% or more of the assets of the corporation;
	 	 	 
	 	●	subject to exceptions,
    any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested
    stockholder; or
	 	 	 
	 	●	the receipt by the
    interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by
    or through the corporation.


 


In
general, Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding
voting stock of the corporation and any entity or person affiliated with, or controlling, or controlled by, the entity or person.
The term “owner” is broadly defined to include any person that, individually, with or through that person’s
affiliates or associates, among other things, beneficially owns the stock, or has the right to acquire the stock, whether or not
the right is immediately exercisable, under any agreement or understanding or upon the exercise of warrants or options or otherwise
or has the right to vote the stock under any agreement or understanding, or has an agreement or understanding with the beneficial
owner of the stock for the purpose of acquiring, holding, voting or disposing of the stock.


 




    	 	 	 



    	 



    

 


The
restrictions in Section 203 do not apply to corporations that have elected, in the manner provided in Section 203, not to be subject
to Section 203 of the DGCL or, with certain exceptions, which do not have a class of voting stock that is listed on a national
securities exchange or authorized for quotation on the Nasdaq Stock Market or held of record by more than 2,000 stockholders.
Our certificate of incorporation and bylaws do not opt out of Section 203.


 


Section
203 could delay or prohibit mergers or other takeover or change in control attempts with respect to us and, accordingly, may discourage
attempts to acquire us even though such a transaction may offer our stockholders the opportunity to sell their stock at a price
above the prevailing market price.


 


Amended
and Restated Certificate of Incorporation and By-laws


 


The
provisions of our Amended and Restated Certificate of Incorporation and By-laws may delay or discourage transactions involving
an actual or potential change in our control or change in our management, including transactions in which stockholders might otherwise
receive a premium for their shares, or transactions that our stockholders might otherwise deem to be in their best interests.
Therefore, these provisions could adversely affect the price of our common stock. Among other things, our Certificate of Incorporation
and By-laws:


 


	 	●	permit
    our board of directors to issue up to 11,000,000 shares of preferred stock, without further action by the stockholders, with
    any rights, preferences and privileges as they may designate, including the right to approve an acquisition or other change
    in control;
	 	 	 
	 	●	provide that the
    authorized number of directors may be changed only by resolution of a majority of the total number of authorized directors
    whether or not there exist any vacancies in previously authorized directorships (the “Whole Board”);
	 	 	 
	 	●	provide that all
    vacancies, including newly created directorships, may, except as otherwise required by law, be filled by the affirmative vote
    of a majority of directors then in office, even if less than a quorum;
	 	 	 
	 	●	do not provide for
    cumulative voting rights (therefore allowing the holders of a majority of the shares of common stock entitled to vote in any
    election of directors to elect all of the directors standing for election, if they should so choose);
	 	 	 
	 	●	provide that special
    meetings of our stockholders may be called only by a resolution adopted by a majority of the Whole Board; and
	 	 	 
	 	●	set forth an advance
    notice procedure with regard to the nomination, other than by or at the direction of our Board, of candidates for election
    as directors and with regard to business to be brought before a meeting of stockholders.