Exhibit 4.2

    

    

    DESCRIPTION OF SECURITIES

     

    Under the Amended Certificate of Incorporation (the “Articles”) of Artemis Therapeutics, Inc. (the “Company”), the Company is authorized to issue
      up to fifty-one million (51,000,000) shares of common stock, par value $0.01 per share (the “Common Stock”) and two-hundred thousand (200,000) shares of preferred stock, par value $0.01 per share (the “Preferred Stock”).

     

    The following is a summary of some of the terms of the Company’s Common Stock, which is the Company’s only class of securities registered under
      Section 12 of the Securities Exchange Act of 1934, as amended. The Common Stock is listed on the OTCQB under the symbol “ATMS”. This summary is not complete, and is subject to and qualified by the provisions of the Company’s Articles and the
      Company’s Amended and Restated Bylaws (the “Bylaws”). The terms of the Common Stock are also subject to and qualified by the applicable provisions of the Nevada Revised Statues. Additionally, a summary of some of the terms of the Company’s Preferred
      Stock is provided. This summary is not complete, and is subject to and qualified by the provisions of the Company’s Articles and the Company’s Amended and Restated Bylaws.

     

    Common Stock

     

    The holders of shares of Common Stock vote together as one class on all matters as to which holders of Common Stock are entitled to vote. Except as
      otherwise required by applicable law and subject to the preferential rights of any outstanding Preferred Stock, all voting rights are vested in and exercised by the holders of Common Stock with each share of our Common Stock being entitled to one
      vote, including in all elections of directors. The Company does not have a classified board of directors (the “Board”). Subject to preferences that may be applicable to any outstanding Preferred Stock, the holders of Common Stock are entitled to
      receive ratably such dividends, if any, as may be declared from time to time by the Board out of legally available funds therefore. The Company has not declared any dividends on its Common Stock and does not anticipate paying any dividends on its
      Common Stock in the foreseeable future. In the event of the Company’s liquidation, dissolution or winding up, holders of the Common Stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior liquidation
      rights of Preferred Stock, if any, then outstanding. The Common Stock has no cumulative voting rights and no preemptive or other rights to subscribe for shares of the Company. There are no redemption or sinking fund provisions applicable to the
      Common Stock. All shares of Common Stock currently outstanding are fully paid and non-assessable.

    

    

    Preferred Stock

     

    Pursuant to the Company’s amended Articles, the Company is authorized to issue, up to two-hundred thousand (200,000) shares of preferred stock, par
      value $0.01 per share (the “Preferred Stock”).

     

    There can be one or more series of Preferred Stock. The Company can establish from time to time the number of shares to be included in each such
      series, as well as to fix the designation and any preferences, conversion and other rights and limitations of such series.

     

    To date, the Company has designated four-hundred fifty-three (453) shares of its Preferred Stock as Series A Convertible Preferred Shares, and
      two-hundred  fifty (250) shares of its preferred stock as Series C Convertible Preferred Shares.

    

    

    The Series A Convertible Preferred Shares confer upon their holders the right to receive dividends when paid to holders of common stock of the
      Company on an as-converted basis, and the right to receive a distribution of any surplus of assets upon liquidation of the Company before any distribution or payment shall be made to the holders of any common stock.

     

    The Series C Convertible Preferred Shares confer upon their holders the right to receive dividends when paid to holders of
      common stock of the Company on an as-converted basis. The shares  of Series C Convertible Preferred Stock have the right to receive a distribution of any surplus of assets upon liquidation of the Company before any distribution or payment shall be
      made to the holders of any other securities.

    

    

    Anti-Takeover Effects of the Company’s Articles and Bylaws

     

    Certain provisions of the Company’s Articles and Bylaws could have the effect of delaying, deterring or preventing another party from acquiring or
      seeking to acquire control of the Company. For example, the Company’s Articles and Bylaws include provisions that:

    

    

    	

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            allow the Board, subject to a majority vote of the entire Board, to amend the Company’s Bylaws at any meeting;

          


    

    

    	

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            provide that only stockholders owning thirty three and thirty four hundredths percent (33.34%) in amount of the entire capital stock of the Company’s issued and outstanding and entitled
              to vote may call a special meeting of the Company’s stockholders;

          


    

    

    	

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            the Board may from time to time increase or decrease the number of directors then comprising the Board, and may from time to time fill any vacancies, if any, on the Board; and

          


    

    

    	

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            empower the Board to issue from time to time one or more series of Preferred Stock, with such designations, rights, preferences and limitations as the Board may determine by resolution.
              The rights, preferences and limitations of separate series of Preferred Stock may differ with respect to such matters among such series of Preferred Stock as may be determined by the Board, including, without limitation, the rate of
              dividends, method and nature of payment of dividends, terms of redemption, amounts payable on liquidation, sinking fund provisions (if any), conversion rights (if any) and voting rights.