Exhibit 4.3


 





DESCRIPTION OF THE REGISTRANT’S
SECURITIES


REGISTERED PURSUANT TO SECTION 12 OF
THE


SECURITIES EXCHANGE ACT OF 1934


 


DESCRIPTION OF CAPITAL STOCK


 


Authorized Capital Stock


 


Our authorized capital
stock consists of 50,000,000 shares of common stock, with $0.0001 par value, and 2,000,000 shares of Preferred Stock, with $0.0001
par value, of which 250,000 have been designated as Class A Preferred Stock and the remainder of which are undesignated Preferred
Stock.


 


As of March 29, 2020, there were 16,682,803 shares of our common stock outstanding held by 67 record stockholders.


 


Common Stock


 


Holders of our common
stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders and do not have cumulative
voting rights. An election of directors by our stockholders shall be determined by a plurality of the votes cast by the stockholders
entitled to vote on the election. Holders of common stock are entitled to receive proportionately any dividends as may be declared
by our Board of Directors, subject to any preferential dividend rights of outstanding preferred stock.


 


In the event of our
liquidation or dissolution, the holders of common stock are entitled to receive proportionately all assets available for distribution
to stockholders after the payment of all debts and other liabilities and subject to the prior rights of any outstanding preferred
stock. Holders of common stock have no preemptive, subscription, redemption or conversion rights. 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.


 


Our common stock is
traded on the Nasdaq Capital Market under the symbol “ATXI.” The transfer agent and registrar for our common stock
is VStock Transfer, LLC.


 


DESCRIPTION OF PREFERRED STOCK


 


Class A Preferred Stock


 


Class A Preferred Stock
is identical to our common stock other than as to voting rights, the election of directors for a definite period, conversion rights
and the PIK Dividend right (as described below). On any matter presented to our stockholders for their action or consideration
at any meeting of our stockholders (or by written consent of stockholders in lieu of meeting), each holder of outstanding shares
of Class A Preferred Stock will be entitled to cast for each share of Class A Preferred Stock held by such holder as of the record
date for determining stockholders entitled to vote on such matter, the number of votes that is equal to one and one-tenth (1.1)
times a fraction, the numerator of which is the sum of (A) the shares of outstanding common stock and (B) the whole shares of common
stock in to which the shares of outstanding Class A Preferred Stock are convertible and the denominator of which is the number
of shares of outstanding Class A Preferred Stock, or the Class A Preferred Stock Ratio. Thus, the Class A Preferred Stock will
at all times constitute a voting majority.


 






    


     


    

 


For a period of ten
years from the date of the first issuance of shares of Class A Preferred Stock, or the Class A Director Period, the holders of
record of the shares of Class A Preferred Stock (or other capital stock or securities issued upon conversion of or in exchange
for the Class A Preferred Stock), exclusively and as a separate class, shall be entitled to appoint or elect the majority of our
directors, or the Class A Directors. Thus, the Class A Preferred Stock will be entitled to elect the majority of the Board of Directors
during the Class A Director Period.


 


The holders of the
outstanding shares of Class A Preferred Stock shall receive on January 1 of each year, each a PIK Dividend Payment Date, after
the original issuance date of the Class A Preferred Stock until the date all outstanding Class A Preferred Stock is converted into
common stock or redeemed (and the purchase price is paid in full), pro rata per share dividends paid in additional fully paid and
nonassessable shares of common stock, such dividend being herein called PIK Dividends, such that the aggregate number of shares
of common stock issued pursuant to such PIK Dividend is equal to 2.5% of our fully-diluted outstanding capitalization on the date
that is one business day prior to any PIK Dividend Payment Date, or PIK Record Date. In the event the Class A Preferred Stock converts
into common stock, the holders shall receive all PIK Dividends accrued through the date of such conversion.


 


Each share of Class
A Preferred Stock is convertible, at the option of the holder, into one fully paid and nonassessable share of common stock, or
the Conversion Ratio, subject to certain adjustments.


 


Undesignated Preferred Stock


 


The undesignated Preferred
Stock may be issued from time to time in one or more series. Our Board of Directors is authorized to determine or alter the dividend
rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions, if
any), the redemption price or prices, the liquidation preferences and other designations, powers, preferences and relative, participating,
optional or other special rights, if any, and the qualifications, limitations and restrictions granted to or imposed upon any wholly
unissued series of Preferred Stock, and to fix the number of shares of any series of Preferred Stock (but not below the number
of shares of any such series then outstanding).


  


DESCRIPTION OF WARRANTS


 


We may issue warrants
to purchase shares of our common stock and/or preferred stock in one or more series together with other securities or separately.
As of February 20, 2020 there were 16,454 shares of common stock that may be issued upon exercise of outstanding warrants.


 






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DESCRIPTION OF DEBT SECURITIES


 


We may offer debt securities
which may be senior, subordinated or junior subordinated and may be convertible. The terms of the debt securities will include
those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as in effect
on the date of the indenture. We have filed a copy of the form of indenture as an exhibit to our Form S-3 Registration Statement
on May 2, 2018. The indenture will be subject to and governed by the terms of the Trust Indenture Act of 1939.


 


Debt Securities


 


The aggregate principal
amount of debt securities that may be issued under the indenture is unlimited. The debt securities may be issued in one or more
series as may be authorized from time to time pursuant to a supplemental indenture entered into between us and the trustee or an
order delivered by us to the trustee.


 


General


 


One or more series
of debt securities may be sold as “original issue discount” securities. These debt securities would be sold at a substantial
discount below their stated principal amount, bearing no interest or interest at a rate which at the time of issuance is below
market rates. One or more series of debt securities may be variable rate debt securities that may be exchanged for fixed rate debt
securities.


 


Debt securities may
be issued where the amount of principal and/or interest payable is determined by reference to one or more currency exchange rates,
commodity prices, equity indices or other factors. Holders of such debt securities may receive a principal amount or a payment
of interest that is greater than or less than the amount of principal or interest otherwise payable on such dates, depending upon
the value of the applicable currencies, commodities, equity indices or other factors.


 


The term “debt
securities” includes debt securities denominated in U.S. dollars or, if specified in the applicable prospectus supplement,
in any other freely transferable currency or units based on or relating to foreign currencies.


  


Global Securities


 


The debt securities
of a series may be issued in whole or in part in the form of one or more global securities that will be deposited with, or on behalf
of, a depositary identified in the prospectus supplement. Global securities will be issued in registered form and in either temporary
or definitive form. Unless and until it is exchanged in whole or in part for the individual debt securities, a global security
may not be transferred except as a whole by the depositary for such global security to a nominee of such depositary or by a nominee
of such depositary to such depositary or another nominee of such depositary or by such depositary or any such nominee to a successor
of such depositary or a nominee of such successor. The specific terms of the depositary arrangement with respect to any debt securities
of a series and the rights of and limitations upon owners of beneficial interests in a global security will be described in the
applicable prospectus supplement.


 






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Governing Law


 


The indenture and the debt securities shall
be construed in accordance with and governed by the laws of the State of New York.


 


DESCRIPTION OF UNITS


 


We may issue, in one
more series, units comprised of shares of our common stock and/or preferred stock, warrants to purchase common stock and/or preferred
stock, debt securities or any combination of those securities. Each unit will be issued so that the holder of the unit is also
the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of
each included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may
not be held or transferred separately, at any time or at any time before a specified date.


 


We may evidence units
by unit certificates that we issue under a separate agreement. We may issue the units under a unit agreement between us and one
or more unit agents. If we elect to enter into a unit agreement with a unit agent, the unit agent will act solely as our agent
in connection with the units and will not assume any obligation or relationship of agency or trust for or with any registered holders
of units or beneficial owners of units. We will indicate the name and address and other information regarding the unit agent in
the applicable prospectus supplement relating to a particular series of units if we elect to use a unit agent.


 



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