EXHIBIT
4.2


 


DESCRIPTION
OF THE REGISTRANT’S SECURITIES


REGISTERED
PURSUANT TO SECTION 12 OF THE


SECURITIES
EXCHANGE ACT OF 1934


 


As
of March 27, 2020, Guardion Health Sciences, Inc. (“the Company”) had one class of securities registered under Section
12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)—our common stock, par value $0.001
per share (“Common Stock”).


 


Description
of Common Stock


 


The
following description of our Common Stock is a summary and does not purport to be complete. It is subject to and qualified in
its entirety by reference to our Certificate of Incorporation, as amended (the “Certificate of Incorporation”) and
our Bylaws (the “Bylaws”), each of which are incorporated by reference as an exhibit to the Annual Report on Form
10-K of which this Exhibit 4.2 is a part. We encourage you to read our Certificate of Incorporation, Bylaws, and the applicable
provisions of the Delaware General Corporation Law for additional information.


 


Authorized
Capital Shares


 


Our
authorized capital shares consist of 250,000,000 shares of Common Stock, $0.001 par value per share, and 10,000,000 shares of
preferred stock, $0.001 par value per share (“Preferred Stock”). As of March 27, 2020, there were 85,264,962 shares
of Common Stock issued and outstanding. There were no shares of Preferred Stock issued or outstanding as of March 27, 2020.


 


Voting
Rights


 


Holders
of Common Stock are entitled to one vote per share on all matters voted on by the stockholders, including the election of directors.
Our Certificate of Incorporation and Bylaws do not provide for cumulative voting in the election of directors.


 


Dividend
Rights


 


Holders
of Common Stock are entitled to receive dividends, if any, as may be declared from time to time by the Board of Directors (“Board”)
in its discretion out of funds legally available for the payment of dividends subject to the prior rights of holders of Preferred
Stock and any contractual restrictions we have against the payment of dividends on Common Stock.


 


Liquidation
Rights


 


In
the event of our liquidation, the holders of our Common Stock will be entitled to share ratably in any distribution of our assets
after payment of all debts and other liabilities and the preferences payable to holders of shares of Preferred Stock then outstanding,
if any.


 


Applicable
Anti-Takeover Provisions


 


Set
forth below is a summary of the provisions of the Certificate of Incorporation and the Bylaws that could have the effect of delaying
or preventing a change in control of the Company. The following description is only a summary and it is qualified by refence to
the Certificate of Incorporation, the Bylaws and relevant provisions of the Delaware General Corporation Law (“DGCL”).


 




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Ability
of Stockholders to Call Special Meetings


 


Our
Certificate of Incorporation and Bylaws provide that stockholders can only call a special meeting if stockholders holding over
50% of all issued and outstanding shares of the Corporation entitled to vote at a meeting do so.


 


Advance
Notice Requirements


 


Our
Bylaws establish advance notice procedures with regard to stockholder proposals relating to the nomination of candidates for election
as directors or new business to be brought before meetings of stockholders. These procedures provide that notice of such stockholder
proposals must be timely given in writing to the Secretary of the Company prior to the meeting at which the action is to be taken.
The notice must contain certain information specified in our Bylaws.


 


Blank
Check Preferred Stock


 


Our
Certificate of Incorporation provides for 10,000,000 authorized shares of “blank check” preferred stock, the terms
of which may be determined by our board of directors without obtaining stockholder approval. Undesignated or “blank check”
preferred stock may enable our board of directors to render more difficult or to discourage an attempt to obtain control of us
by means of a tender offer, proxy contest, merger or otherwise, and to thereby protect the continuity of our management.


 


Exclusive
Forum Provision


 


In
accordance with an exclusive forum provision set forth in the Bylaws, unless the Company consents in writing to the selection
of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (a) any derivative
action or proceeding brought on behalf of the Company, (b) any action asserting a claim of breach of a fiduciary duty owed by
any director, officer or other employee of the Company to the Company or the Company’s stockholders, (c) any action asserting
a claim arising pursuant to any provision of the Delaware General Corporation Law, or (d) any action asserting a claim governed
by the internal affairs doctrine.


Listing


 


The
Common Stock is traded on NASDAQ Global Market under the trading symbol “GHSI”.


 


Transfer
Agent


 


The
Company’s transfer agent is VStock Transfer, LLC.


 




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