EXHIBIT
4.6


 


DESCRIPTION
OF THE REGISTRANT’S SECURITIES


REGISTERED
PURSUANT TO SECTION 12 OF THE SECURITIES


EXCHANGE
ACT OF 1934


 


Lipocine
Inc. (“Lipocine,” “we,” “our,” or “us”) has one class of securities registered under
Section 12 of the Securities Exchange Act of 1934, as amended: our common stock.


 


DESCRIPTION
OF CAPITAL STOCK


 


The
following summary of the terms of our capital stock is based upon our Amended and Restated Certificate of Incorporation (the “Certificate
of Incorporation”) and our Amended and Restated Bylaws (the “Bylaws”). The summary is not complete, and is qualified
by reference to our Certificate of Incorporation and our Bylaws, which are filed as exhibits to this Annual Report on Form 10-K and are
incorporated by reference herein. We encourage you to read our Certificate of Incorporation, our Bylaws and the applicable provisions
of the Delaware General Corporation Law for additional information.


 


Authorized
Shares of Capital Stock


 


Our
authorized capital stock consists of 100,000,000 shares of common stock, $0.0001 par value per share, and 10,000,000 shares of preferred
stock, $0.0001 par value per share.


 


COMMON
STOCK


 


Dividend
Rights


 


Dividends
may be declared by the Board of Directors upon the capital stock of the corporation, subject to the provisions of the Certificate of
Incorporation and applicable law, if any, at any regular or special meeting. Dividends may be paid in cash, in property, or in shares
of the capital stock, subject to the provisions of the Certificate of Incorporation and applicable law.


 


Voting
Rights


 


Each
outstanding share of common stock shall entitle the holder thereof to one vote on each matter properly submitted to the stockholders
of the corporation for their vote. Corporate actions can generally be taken by a majority of our board and/or stockholders holding a
majority of our outstanding shares, except that amendments to our Bylaws and amendments to certain articles of our Certificate of Incorporation
require the vote of at least 66 and 2/3% of the voting power of all of the then-outstanding shares of the capital stock of the Company
entitled to vote generally in the election of directors, voting together as a single class. Additionally, our stockholders do not have
cumulative voting rights in the election of directors. Accordingly, holders of a plurality of the votes cast at a meeting of stockholders
will be able to elect all of the directors then standing for election.


 


Right
to Receive Liquidation Distributions


 


In
the event of our liquidation, dissolution or winding up, holders of our common stock are entitled to receive, ratably, the net assets
available to stockholders after payment of all creditors.


 


Rights
and Preferences


 


Holders
of our common stock have no preemptive, conversion, subscription or other rights, and there are no redemption or sinking fund provisions
applicable to our common stock. The rights, preferences and privileges of the holders of our common stock are subject to, and may be
adversely affected by, the rights of the holders of our outstanding preferred stock and shares of any series of our preferred stock that
we may designate in the future.


 




    	1



     


    

 


Transfer
Agent and Registrar


 


The
transfer agent and registrar for our common stock is American Stock Transfer & Trust Company, LLC. The transfer agent and registrar’s
address is 6201 15th Avenue, Brooklyn, NY 11219. Our shares of common stock are issued in uncertificated form only, subject to limited
circumstances.


 


Market
Listing


 


Our
common stock is listed on the Nasdaq Capital Market under the symbol “LPCN”.


 


Certain
Anti-Takeover Effects


 


Certain
provisions of Delaware law, our Certificate of Incorporation and our Bylaws may have the effect of delaying, deferring or discouraging
another person from acquiring control of our company. These provisions, which are summarized below, may have the effect of discouraging
takeover bids. They are also designed, in part, to encourage persons seeking to acquire control of us to negotiate first with our board
of directors. We believe that the benefits of increased protection of our potential ability to negotiate with an unfriendly or unsolicited
acquirer outweigh the disadvantages of discouraging a proposal to acquire us because negotiation of these proposals could result in an
improvement of their terms.


 


Delaware
Law 


 


We
are governed by the provisions of Section 203 of the Delaware General Corporation Law. In general, Section 203 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 the business combination is approved
in a prescribed manner. A “business combination” includes mergers, asset sales or other transactions resulting in a financial
benefit to the stockholder. An “interested stockholder” is a person who, together with affiliates and associates, owns, or
within three years of the date on which it is sought to be determined whether such person is an “interested stockholder,”
did own, 15% or more of the corporation’s outstanding voting stock. These provisions may have the effect of delaying, deferring
or preventing a change in our control.


 


Certificate
of Incorporation and Bylaw Provisions


 


Our
Certificate of Incorporation and our Bylaws include a number of provisions that could deter hostile takeovers or delay or prevent changes
in control of our management team, including the following:


 


●
Board of directors vacancies. Our Certificate of Incorporation and Bylaws authorize only our board of directors to fill vacant
directorships, including newly created seats. In addition, the number of directors constituting our board of directors is permitted to
be set only by a resolution adopted by our board of directors. These provisions prevent a stockholder from increasing the size of our
board of directors and then gaining control of our board of directors by filling the resulting vacancies with its own nominees. This
makes it more difficult to change the composition of our board of directors but promotes continuity of management.


 



    	2



     


    




 


●
Stockholder action; special meeting of stockholders. Our Certificate of Incorporation provides that our stockholders may not take
action by written consent, but may only take action at annual or special meetings of our stockholders. As a result, a holder controlling
a majority of our capital stock may not be able to amend our Bylaws or remove directors without holding a meeting of our stockholders
called in accordance with our Bylaws. Our Bylaws further provide that special meetings of our stockholders may be called only by our
board of directors, the Chairperson of our Board of Directors, our Chief Executive Officer, or a majority of the Board of Directors,
thus prohibiting a stockholder from calling a special meeting. These provisions might delay the ability of our stockholders to force
consideration of a proposal or for stockholders controlling a majority of our capital stock to take any action, including the removal
of directors.


 


●
Advance notice requirements for stockholder proposals and director nominations. Our Bylaws provide advance notice procedures for
stockholders seeking to bring business before our annual meeting of stockholders or to nominate candidates for election as directors
at our annual meeting of stockholders. Our Bylaws also specify certain requirements regarding the form and content of a stockholder’s
notice. These provisions might preclude our stockholders from bringing matters before our annual meeting of stockholders or from making
nominations for directors at our annual meeting of stockholders if the proper procedures are not followed. We expect that these provisions
may also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of
directors or otherwise attempting to obtain control of our company.


 


●
No cumulative voting. The Delaware General Corporation Law provides that stockholders are not entitled to the right to cumulate
votes in the election of directors unless a corporation’s certificate of incorporation provides otherwise. Our Certificate of Incorporation
does not provide for cumulative voting.


 


●
Issuance of undesignated preferred stock. Our Board of Directors will have the authority, without further action by the stockholders,
to issue up to 10,000,000 shares of undesignated preferred stock with rights and preferences, including voting rights, designated from
time to time by our Board of Directors. The existence of authorized but unissued shares of preferred stock would enable our board of
directors to render more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest
or other means.


 



    	3