EXHIBIT 4.9


 


BIOSTAGE, INC.


DESCRIPTION OF SECURITIES REGISTERED
UNDER


SECTION 12 OF THE SECURITIES EXCHANGE
ACT OF 1934


 


The following description of registered securities of Biostage,
Inc. (“us,” “our,” “we” or the “Company”) is intended as a summary only and therefore
is not a complete description. This description is based upon, and is qualified by reference to, our amended and restated certificate
of incorporation, as amended (our “Charter”), our amended and restated bylaws (our “Bylaws”) and applicable
provisions of the Delaware General Corporation Law (the “DGCL”). You should read our Charter and Bylaws, which are
incorporated by reference as Exhibits 3.1 through 3.11, and Exhibit 3.12, respectively, to the Annual Report on Form 10-K of which
this Exhibit 4.9 is a part, for the provisions that are important to you.


 


Authorized Capital Stock


 


Our authorized capital stock consists of 60,000,000 shares of
common stock, par value $0.01 per share, and 2,000,000 shares of undesignated preferred stock, par value $0.01 per share. 


 


Common Stock


 


Holders of our common stock are entitled to one vote for each
share held of record on all matters submitted to a vote of shareholders; provided, that, except as otherwise required by law, holders
of common stock are not entitled to vote on any amendment to the Charter that changes the powers, preferences, rights or other
terms of one or more series of undesignated preferred stock if the holders of the affected series are entitled to vote, separately
or together, with the holders of one or more other such series, on such amendment pursuant to our Charter or DGCL. Our Charter
provides that our Board of Directors shall be divided into three classes, each consisting as nearly as reasonably may be possible
of one-third of the total number of directors constituting the entire Board of Directors, with each class’s term expiring
on a staggered basis. Newly-created directorships and vacancies on our Board of Directors may only be filled by a majority of the
members of the incumbent board then in office, though less than a quorum, and not by our stockholders. Directors may be removed
from office only for cause by the affirmative vote of the holders of at least seventy-five percent (75%) of the outstanding shares
entitled to be cast on the election of directors by the then-outstanding shares of all classes and series of capital stock, voting
together as a single class. Holders of common stock have no preemptive, redemption or conversion rights and are not subject to
future calls or assessments. No sinking fund provisions apply to our common stock. All outstanding shares are fully-paid and non-assessable.
In the event of our liquidation, dissolution or winding up, after the satisfaction in full of the liquidation preferences of holders
of any preferred stock, holders of common stock are entitled to ratable distribution of the remaining assets available for distribution
to stockholders. Holders of common stock are entitled to receive proportionately any such dividends declared by our Board of Directors,
out of legally available funds for dividends, subject to any preferences that may be applicable to any shares of preferred stock
that may be outstanding at that time. The rights, preferences and privileges of holders of common stock are subject to, and may
be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may designate and issue
in the future.


 


Provisions of our Charter and Bylaws and Delaware Anti-Takeover
Law


 


Certain provisions of the DGCL and of our Charter and Bylaws
could have the effect of delaying, deferring or discouraging another party from acquiring control of us. These provisions, which
are summarized below, are expected to discourage certain types of coercive takeover practices and inadequate takeover bids and,
as a consequence, they might also inhibit temporary fluctuations in the market price of our common stock that often result from
actual or rumored hostile takeover attempts. These provisions are also designed in part to encourage anyone seeking to acquire
control of us to first negotiate with our Board of Directors. These provisions might also have the effect of preventing changes
in our management. It is possible that these provisions could make it more difficult to accomplish transactions that stockholders
might otherwise deem to be in their best interests. However, we believe that the advantages gained by protecting our ability to
negotiate with any unsolicited and potentially unfriendly acquirer outweigh the disadvantages of discouraging such proposals, including
those priced above the then-current market value of our common stock, because, among other reasons, the negotiation of such proposals
could improve their terms.


 






     


     


    

 


Provisions of our Certificate of Incorporation and Bylaws


 


Our Charter, our Bylaws and Delaware law contain provisions
that could discourage, delay or prevent a third party from acquiring us, even if doing so may be beneficial to our stockholders.
In addition, these provisions could limit the price investors would be willing to pay in the future for shares of our common stock.
The following are examples of such provisions in our Charter and Bylaws:


 


	 	•	only our Board of Directors, pursuant to a resolution adopted by a majority of our directors, may call special meetings of our stockholders;


 


	 	•	stockholders may not act by written consent and stockholder action must take place at the annual or special meeting of our stockholders;


 


	 	•	stockholder proposals and nominations of candidates for election as directors other than nominations made by or at the direction of our Board of Directors or a committee of our Board of Directors to be brought before any meeting of our stockholders must comply with advance notice procedures;


 


	 	•	our Board of Directors is classified into three classes, each consisting as nearly as reasonably may be possible of one-third of the total number of directors constituting the entire Board of Directors;


 


	 	•	our Board will fix the exact number of directors to comprise our Board of Directors;


 


	 	•	subject to any rights that holders of any series of our undesignated preferred stock may have to elect directors and to fill vacancies on our Board of Directors, newly-created directorships and vacancies on our Board of Directors may only be filled by a majority of the members of the incumbent board then in office, even if less than a quorum is present, and not by our stockholders;


 


	 	•	a director may be removed from office only for cause by the affirmative vote of holders of shares representing at least seventy-five percent (75%) of the votes entitled to be cast on such matter by the then-outstanding shares of all classes and series of our capital stock, voting together as a single class;


 


	 	•	our Charter and Bylaws do not provide for cumulative voting in the election of directors;


 


	 	•	our Bylaws may be further amended by either (i) the affirmative vote of at least a majority of our entire Board of Directors or (ii) the affirmative vote of the holders of at least seventy-five percent (75%) of the combined voting power of the outstanding shares of all classes and series of our capital stock entitled to vote on such amendment, voting together as a single class; and


 


	 	•	our Board of Directors is authorized to issue, without further action by our stockholders, up to 2,000,000 shares of undesignated preferred stock with rights and preferences, including voting rights, designated from time to time by our Board of Directors.


 


Additionally, as required by the Delaware General Corporation
Law, any amendment of our Charter must first be approved by a majority of our Board of Directors and, as required by our Charter,
thereafter be approved by a majority of the outstanding shares entitled to vote on the amendment, and a majority of the outstanding
shares of each class entitled to vote thereon, voting together as a single class, except that the amendment of the provisions relating
to stockholder action, directors, limitation of liability, the amendment of our Bylaws and Charter, forum and transactions with
Harvard Bioscience must be approved by not less than seventy-five percent (75%) of the outstanding shares entitled to vote on the
amendment, and not less than seventy-five percent (75%) of the outstanding shares of each class entitled to vote thereon as a class.
Our Bylaws may be amended by either (i) a vote of at least a majority of our entire Board of Directors or (ii) a vote of the holders
of at least seventy-five percent (75%) of the combined voting power of the outstanding shares of all classes and series of our
capital stock entitled to vote on such amendment, voting together as a single class.


 






     


     


    

 


Delaware Anti-Takeover Law


 


We are subject to the provisions of Section 203 of the
Delaware General Corporation Law. In general, Section 203 prohibits a publicly-held Delaware corporation from engaging in
a “business combination” with an “interested stockholder” for a three-year period following the time that
this stockholder becomes an interested stockholder, unless the business combination is approved in a prescribed manner. A “business
combination” includes, among other things, a merger, asset or stock sale or other transaction resulting in a financial benefit
to the interested stockholder. An “interested stockholder” is a person who, together with affiliates and associates,
owns, or did own within three years prior to the determination of interested stockholder status, fifteen percent (15%) or more
of the corporation’s voting stock. Under Section 203, a business combination between a corporation and an interested
stockholder is prohibited unless it satisfies one of the following conditions:


 


	 	•	before the stockholder became interested, the Board of Directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;


 


	 	•	upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least eight-five percent (85%) of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, shares owned by persons who are directors and also officers, and employee stock plans, in some instances; or


 


	 	•	at or after the time the stockholder became interested, the business combination was approved by the Board of Directors of the corporation and authorized at an annual or special meeting of the stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder.


 


Transfer Agent and Registrar


 


The transfer agent and registrar for our common stock is Computershare.


 


Quotation


 


Our shares of common stock are quoted on the OTCQB Venture Market
under the symbol “BSTG.”