Exhibit 4.2


 


DESCRIPTION
OF SECURITIES


REGISTERED
UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934


 


Capital
Stock


 


NeuroOne
Medical Technologies Corporation (the “Company”) is authorized to issue (i) 100,000,000 shares of common stock,
par value $0.001 per share (the “Common Stock”) and (ii) 10,000,000 shares of preferred stock, par value $0.001 per
share.


 


The
Common Stock is registered pursuant to Section 12(g) of the Securities Exchange Act of 1934.


 


Holders
of the Company’s Common Stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders
of Common Stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of Common Stock voting for
the election of directors can elect all of the directors. Holders of the Company’s Common Stock representing a majority
of the voting power of the Company’s capital stock issued, outstanding and entitled to vote, represented in person or by
proxy, are necessary to constitute a quorum at any meeting of stockholders. A vote by the holders of a majority of the Company’s
outstanding Common Stock is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment
to the Company’s certificate of incorporation.


 


Holders
of the Company’s Common Stock are entitled to share in all dividends that the Company’s board of directors, in its
discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding
share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for
each class of stock, if any, having preference over the Common Stock. The Company’s Common Stock has no pre-emptive rights,
no conversion rights and there are no redemption provisions applicable to the Company’s Common Stock.


 


The
Company’s certificate of incorporation authorize the issuance of 10,000,000 shares of “blank check” preferred
stock, par value $0.001 per share, in one or more series, subject to any limitations prescribed by law, without further vote or
action by the stockholders. Each such series of preferred stock shall have such number of shares, designations, preferences, voting
powers, qualifications, and special or relative rights or privileges as shall be determined by our board of directors, which may
include, among others, dividend rights, voting rights, liquidation preferences, conversion rights and preemptive rights.


 






     


     


    

 


Anti-takeover
Provisions


 


We
are subject to Section 203 of the Delaware General Corporation Law, or Section 203. 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
                                         upon consummation of the transaction, excluding for purposes of determining the number
                                         of shares outstanding (a) shares owned by persons who are directors and also officers
                                         and (b) 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 consummation of the transaction, the business combination is approved
                                         by the board of directors 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 involving the corporation that has the effect of increasing
                                         the proportionate share of the stock of any class or series of the corporation beneficially
                                         owned by the interested stockholder;
	 	 	 
		●	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; and
	 	 	 
		●	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.


 






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Certificate
of Incorporation and Bylaws


 


Provisions
of our certificate of incorporation and bylaws 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 bylaws:


 


		●	permit
                                         our board of directors to issue up to 10,000,000 shares of preferred stock, with any
                                         rights, preferences and privileges as they may designate;
	 	 	 
		●	provide
                                         that the authorized number of directors may be changed only by resolution adopted by
                                         a majority of the board of directors;
	 	 	 
		●	provide
                                         that the board of directors or any individual director may only be removed with cause
                                         and the affirmative vote of the holders of at least 66 2/3% of the voting power of all
                                         of our then outstanding capital stock;
	 	 	 
		●	provide
                                         that all vacancies, including newly created directorships, may, except as otherwise required
                                         by law or subject to the rights of holders of preferred stock as designated from time
                                         to time, be filled by the affirmative vote of a majority of directors then in office,
                                         even if less than a quorum;
	 	 	 
		●	divide
                                         our board of directors into three classes;
	 	 	 
		●	require
                                         that any action to be taken by our stockholders must be effected at a duly called annual
                                         or special meeting of stockholders and not be taken by written consent or electronic
                                         transmission;
	 	 	 
		●	provide
                                         that stockholders seeking to present proposals before a meeting of stockholders or to
                                         nominate candidates for election as directors at a meeting of stockholders must provide
                                         notice in writing in a timely manner and also specify requirements as to the form and
                                         content of a stockholder’s notice;
	 	 	 
		●	do
                                         not provide for cumulative voting rights, which means that holders of a majority of the
                                         shares of Common Stock entitled to vote in any election of directors can elect all of
                                         the directors standing for election;
	 	 	 
		●	provide
                                         that special meetings of our stockholders may only be called by the chairman of the board
                                         of directors, our Chief Executive Officer or by the board of directors pursuant to a
                                         resolution adopted by a majority of the total number of authorized directors (whether
                                         or not any vacancies exist); and
	 	 	 
		●	provide
                                         that the Court of Chancery of the State of Delaware will be the sole and exclusive forum
                                         for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting
                                         a claim of breach of a fiduciary duty owed by any of our directors or officers to us
                                         or our stockholders, (iii) any action asserting a claim against us arising pursuant to
                                         any provision of the DGCL, or (iv) any action asserting a claim against us governed by
                                         the internal affairs doctrine.



 


 


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