Exhibit 4.6


 


DESCRIPTION
OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT


TO
SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934


 


The
following is a description of our common stock and preferred stock as set forth in our certificate of incorporation and bylaws, each
of which are incorporated by reference as an exhibit to the Annual Report on Form 10-K to which this Exhibit 4.6 is a part. This summary
does not purport to be complete and is qualified in its entirety by the full text of our aforementioned certificate of incorporation
and bylaws and by applicable law.


 


Our
authorized capital stock consists of 500,000,000 shares of common stock, par value $0.0001 per share and 10,000,000 shares of Preferred
Stock, par value $0.0001 per share.


 


The
additional shares of our authorized stock available for issuance might be issued at times and under circumstances so as to have a dilutive
effect on earnings per share and on the equity ownership of the holders of our common stock. The ability of our board of directors to
issue additional shares of stock could enhance the board’s ability to negotiate on behalf of the stockholders in a takeover situation
but could also be used by the board to make a change-in-control more difficult, thereby denying stockholders the potential to sell their
shares at a premium and entrenching current management. The following description is a summary of the material provisions of our capital
stock. You should refer to our amended and restated certificate of incorporation and by-laws, both of which are on file with the SEC
as exhibits to previous SEC filings, for additional information. The summary below is qualified by provisions of applicable law.


 


Common
Stock


 


Voting.
The holders of our common stock are entitled to one vote for each share held of record on all matters on which the holders are entitled
to vote (or consent to).


 


Dividends.
The holders of our common stock are entitled to receive, ratably, dividends only if, when and as declared by our board of directors
out of funds legally available therefor and after provision is made for each class of capital stock having preference over the common
stock (including the common stock).


 


Liquidation
Rights. In the event of our liquidation, dissolution or winding-up, the holders of our common stock are entitled to share, ratably,
in all assets remaining available for distribution after payment of all liabilities and after provision is made for each class of capital
stock having preference over the common stock (including the common stock).


 


Conversion
Rights. The holders of our common stock have no conversion rights.


 


Preemptive
and Similar Rights. The holders of our common stock have no preemptive or similar rights.


 


Redemption/Put
Rights. There are no redemption or sinking fund provisions applicable to the common stock. All of the outstanding shares of our common
stock are fully-paid and nonassessable.


 


Transfer
Agent and Registrar. The transfer agent and registrar for our common stock is VStock Transfer, LLC.


 


Series
A Preferred Stock


 


Our
board of directors created out of the authorized and unissued shares of our preferred stock, a series of preferred stock comprised of
1,600,000 shares of Series A Preferred Stock. All shares of Series A Preferred Stock have been automatically converted pursuant to the
terms of the certificate of designation.


 


Series
B Preferred Stock


 


Our
board of directors created out of the authorized and unissued shares of our preferred stock, a series of preferred stock comprised of
15,000 shares of Series B Preferred Stock. All shares of Series B Preferred Stock have been automatically converted pursuant to the terms
of the certificate of designation.


 




    	 



    	 



    

 


Preferred
Stock


 


We
are authorized to issue up to 10,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, rights, and
preferences as may be determined from time to time by our board of directors. Accordingly, our board of directors is empowered, without
stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting, or other rights that could adversely affect
the voting power or other rights of the holders of our common stock. The issuance of preferred stock could have the effect of restricting
dividends on our common stock, diluting the voting power of our common stock, impairing the liquidation rights of our common stock, or
delaying or preventing a change in control of our company, all without further action by our stockholders.


 


Our
board of directors has the authority, within the limitations and restrictions prescribed by law and without stockholder approval, to
provide by resolution for the issuance of shares of preferred stock, and to fix the rights, preferences, privileges and restrictions
thereof, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference and the number of shares
constituting any series of the designation of such series, by delivering an appropriate certificate of amendment to our amended and restated
certificate of incorporation to the Delaware Secretary of State pursuant to the Delaware General Corporation Law (the “DGCL”).
The issuance of preferred stock could have the effect of decreasing the market price of the common stock, impeding or delaying a possible
takeover and adversely affecting the voting and other rights of the holders of our common stock.


 


If
we offer a specific series of preferred stock under this prospectus, we will describe the terms of the preferred stock in the prospectus
supplement for such offering and will file a copy of the certificate establishing the terms of the preferred stock with the SEC. To the
extent required, this description will include:


 


	●	the title and
    stated value;
	●	the number of shares offered,
    the liquidation preference per share and the purchase price;
	●	the dividend rate(s), period(s)
    and/or payment date(s), or method(s) of calculation for such dividends;
	●	whether dividends will
    be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate;
	●	the procedures for any
    auction and remarketing, if any;
	●	the provisions for a sinking
    fund, if any;
	●	the provisions for redemption,
    if applicable;
	●	any listing of the preferred
    stock on any securities exchange or market;
	●	whether the preferred stock
    will be convertible into our common stock, and, if applicable, the conversion price (or how it will be calculated) and conversion
    period;
	●	whether the preferred stock
    will be exchangeable into debt securities, and, if applicable, the exchange price (or how it will be calculated) and exchange period;
	●	voting rights, if any,
    of the preferred stock;
	●	a discussion of any material
    and/or special U.S. federal income tax considerations applicable to the preferred stock;
	●	the relative ranking and
    preferences of the preferred stock as to dividend rights and rights upon liquidation, dissolution or winding up of the affairs of
    Matinas; and
	●	any material limitations
    on issuance of any class or series of preferred stock ranking senior to or on a parity with the series of preferred stock as to dividend
    rights and rights upon liquidation, dissolution or winding up of Matinas.


 


Transfer
Agent and Registrar for Preferred Stock. The transfer agent and registrar for any series or class of preferred stock will be set
forth in each applicable prospectus supplement.


 


Anti-takeover
Effects of Delaware Law and of our Amended and Restated Certificate of Incorporation


 


The
following paragraphs summarize certain provisions of the DGCL and our amended and restated certificate of incorporation that may have
the effect of discouraging an acquisition of Matinas. The summary does not purport to be complete and is subject to and qualified in
its entirety by reference to the DGCL and our amended and restated certificate of incorporation and by-laws, copies of which are on file
with the SEC. Please refer to “Additional Information” below for directions on obtaining these documents.


 




    	 



    	 



    

 


Section
203 of the Delaware General Corporation Law


 


We
are subject to Section 203 of the Delaware General Corporation Law, which prohibits a Delaware corporation from engaging in any business
combination with any interested stockholder for a period of three years after the date that such stockholder became an interested stockholder,
with the following exceptions:


 


	●	before such
    date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the
    stockholder becoming an interested stockholder;
	●	upon completion of the
    transaction that 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 began, excluding for purposes of determining the voting
    stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (i) by persons who
    are directors and also officers and (ii) 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 after such date,
    the business combination is approved by the board of directors and authorized at an annual or special meeting of the stockholders,
    and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the
    interested stockholder.


 


In
general, Section 203 defines business combination to include the following:


 


	●	any merger
    or consolidation involving the corporation and the interested stockholder;
	●	any sale, transfer, pledge
    or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;
	●	subject to certain exceptions,
    any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;
	●	any transaction involving
    the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporation
    beneficially owned by the interested stockholder; or
	●	the receipt by the interested
    stockholder of the benefit of any loss, advances, guarantees, pledges or other financial benefits by or through the corporation.


 


In
general, Section 203 defines an “interested stockholder” as an entity or person who, together with the person’s affiliates
and associates, beneficially owns, or within three years prior to the time of determination of interested stockholder status did own,
15% or more of the outstanding voting stock of the corporation.


 


Certificate
of Incorporation and Bylaws


 


Our
certificate of incorporation and bylaws contain provisions that could have the effect of discouraging potential acquisition proposals
or tender offers or delaying or preventing a change of control of our company. These provisions are as follows:


 


	●	they provide
    that special meetings of stockholders may be called only by the board of directors, President or our Chairman of the board of directors,
    or at the request in writing by stockholders of record owning at least fifty (50%) percent of the issued and outstanding voting shares
    of common stock;
	●	they do not include a provision
    for cumulative voting in the election of directors. Under cumulative voting, a minority stockholder holding a sufficient number of
    shares may be able to ensure the election of one or more directors. The absence of cumulative voting may have the effect of limiting
    the ability of minority stockholders to effect changes in our board of directors; and
	●	they allow us to issue
    “blank check” preferred stock, the terms of which may be established and shares of which may be issued without stockholder
    approval.


 


Potential
Effects of Authorized but Unissued Stock


 


We
have shares of common stock and preferred stock available for future issuance without stockholder approval. We may utilize these additional
shares for a variety of corporate purposes, including future public offerings to raise additional capital, to facilitate corporate acquisitions
or payment as a dividend on the capital stock.


 


The
existence of unissued and unreserved common stock and preferred stock may enable our board of directors to issue shares to persons friendly
to current management or to issue preferred stock with terms that could render more difficult or discourage a third-party attempt to
obtain control of us by means of a merger, tender offer, proxy contest or otherwise, thereby protecting the continuity of our management.
In addition, the board of directors has the discretion to determine designations, rights, preferences, privileges and restrictions, including
voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences of each series of preferred stock,
all to the fullest extent permissible under the DGCL and subject to any limitations set forth in our amended and restated certificate
of incorporation. The purpose of authorizing the board of directors to issue preferred stock and to determine the rights and preferences
applicable to such preferred stock is to eliminate delays associated with a stockholder vote on specific issuances. The issuance of preferred
stock, while providing desirable flexibility in connection with possible financings, acquisitions and other corporate purposes, could
have the effect of making it more difficult for a third-party to acquire, or could discourage a third-party from acquiring, a majority
of our outstanding voting stock.