Exhibit 4.1


 


 


CREATIVE MEDICAL TECHNOLOGY HOLDINGS,
INC.


 


DESCRIPTION OF SECURITIES REGISTERED
PURSUANT TO 


SECTION 12 OF THE SECURITIES EXCHANGE
ACT OF 1934


 


The following description of the terms of the common stock of
Creative Medical Technology Holdings, Inc. is not complete and is qualified in its entirety by reference to our Articles of Incorporation,
as amended, and our Bylaws.


  


 


General


 


Our current authorized
capital stock consists of 6,000,000,000 shares of common stock, and 10,000,000 shares of preferred stock, par value $0.001 per
share, of which we have designated 3,000,000 shares as Series A Preferred Stock. Our Board of Directors can, without shareholder
approval, cause additional shares of preferred stock to be issued and may determine the price, rights, preferences, privileges
and restrictions, including voting rights, of those additional shares. If our Board of Directors causes additional shares of preferred
stock to be issued, the rights of the holders of our common stock could be adversely affected. Our Board of Directors’ ability
to determine the terms of preferred stock and to cause its issuance, while providing desirable flexibility in connection with possible
acquisitions and other corporate purposes, could have the effect of making it more difficult for a third party to acquire a majority
of our outstanding voting stock. Additional preferred shares issued by our Board of Directors could include voting rights, or even
super voting rights, which could shift the ability to control the Company to the holders of the preferred stock. Additional preferred
shares could also have conversion rights into shares of common stock at a discount to the market price of the common stock which
could negatively affect the market for our common stock. In addition, additional preferred shares could have preference in the
event of liquidation of the Company, which means that the holders of additional preferred shares would be entitled to receive the
net assets of the Company distributed in liquidation before the common stock holders receive any distribution of the liquidated
assets. We have no current plans to issue any additional shares of preferred stock.


 


Common Stock


 


We are authorized to
issue up to 6,000,000,000 shares of $0.001 par value common stock. The holders of common stock are entitled to equal dividends
and distributions, per share, with respect to the common stock when, as and if declared by our Board of Directors from funds legally
available therefore. No holder of any shares of common stock has a pre-emptive right to subscribe for any securities of our company
nor are any common shares subject to redemption or convertible into other securities of our company. Upon liquidation, dissolution
or winding up of our company, and after payment of creditors and preferred shareholders, if any, the assets will be divided pro-rata
on a share-for-share basis among the holders of the shares of common stock.


 


Each share of common
stock is entitled to one vote with respect to the election of any director or any other matter upon which shareholders are required
or permitted to vote. Under Nevada corporate law, holders of our common stock do not have cumulative voting rights, so that the
holders of more than 50% of the combined shares voting for the election of directors may elect all of the directors, if they choose
to do so and, in that event, the holders of the remaining shares will not be able to elect any members to our Board of Directors.


 






     


     


    

 


Preferred Stock


 


We are authorized to
issue up to 10,000,000 shares of $0.001 par value preferred stock, of which 3,000,000 shares have been designated as Series A Preferred
Stock and were issued to our Chief Executive Officer in January 2018. The Series A Preferred Stock has the following rights and
preferences:


 


·          Upon
liquidation, holders of shares of Series A Preferred Stock then outstanding will be entitled to receive, before any payment is
made or any assets distributed to the holders of the common stock, an amount per share of the Series A Preferred Stock equal to
$0.05 plus simple interest at the rate of 8% per annum from the issuance date of the outstanding shares of Series A Preferred
Stock;


 


·          Each
Share of Series A Preferred Stock entitles the holder thereof to vote with the holders of common stock, voting together as a single
class, with respect to any and all matters presented to the holders of common stock and entitles each share of Series A Preferred
Stock to cast 30 votes per share;


 


·          On
or after the fourth anniversary of the issuance date of shares of the Series A Preferred Stock, the Company, at its option, may
redeem all, but not less than all, of the outstanding shares of Series A Preferred Stock by paying to the holder a cash amount
equaling $0.05 plus simple interest at the rate of 8% per annum from the date of issuance of the shares, plus any accrued and
unpaid dividends thereon to the date fixed for redemption; and


 


·          The Series A Preferred Stock is not convertible into common shares or any other class of authorized stock of the Company.


 


Nevada Anti-Takeover Laws


 


The Nevada “Acquisition
of Controlling Interest” statutes generally provide that any person or entity that acquires 20% or more of the outstanding
voting shares of a publicly-held Nevada corporation in the secondary public or private market may be denied voting rights with
respect to the acquired shares, unless a majority of the disinterested shareholders of the corporation elects to restore such voting
rights in whole or in part. The control share acquisition act provides that a person or entity acquires “control shares”
whenever it acquires shares that, but for the operation of the control share acquisition act, would bring its voting power within
any of the following three ranges: (1) 20 to 33 1/3%, (2) 33 1/3 to 50%, or (3) more than 50%. A “control share acquisition”
is generally defined as the direct or indirect acquisition of either ownership or voting power associated with issued and outstanding
control shares. The shareholders or board of directors of a corporation may elect to exempt the stock of the corporation from the
provisions of the control share acquisition act through adoption of a provision to that effect in the Articles of Incorporation
or Bylaws of the corporation. Our Articles of Incorporation and Bylaws do not exempt our common stock from the control share acquisition
act. The control share acquisition act is applicable only to shares of “Issuing Corporations” as defined by the act.
An Issuing Corporation is a Nevada corporation, which; (1) has 200 or more shareholders, with at least 100 of such shareholders
being both shareholders of record and residents of Nevada; and (2) does business in Nevada directly or through an affiliated corporation.


 


At this time, we do
not have 100 shareholders of record resident of Nevada. Therefore, the provisions of the control share acquisition act do not apply
to acquisitions of our shares and will not until such time as these requirements have been met. At such time as they may apply
to us, the provisions of the control share acquisition act may discourage companies or persons interested in acquiring a significant
interest in or control of the company, regardless of whether such acquisition may be in the interest of our shareholders.


 






     


     


    

 


The Nevada “Combination
with Interested Stockholders Statute” may also have an effect of delaying or making it more difficult to effect a change
in control of the company. This statute prevents an “interested stockholder” and a resident domestic Nevada corporation
from entering into a “combination,” unless certain conditions are met. The statute defines “combination”
to include any merger or consolidation with an “interested stockholder,” or any sale, lease, exchange, mortgage, pledge,
transfer or other disposition, in one transaction or a series of transactions with an “interested stockholder” having;
(1) an aggregate market value equal to 5% or more of the aggregate market value of the assets of the corporation; (2) an aggregate
market value equal to 5% or more of the aggregate market value of all outstanding shares of the corporation; or (3) representing
10% or more of the earning power or net income of the corporation. An “interested stockholder” means the beneficial
owner of 10% or more of the voting shares of a resident domestic corporation, or an affiliate or associate thereof. A corporation
affected by the statute may not engage in a “combination” within three years after the interested stockholder acquires
its shares unless the combination or purchase is approved by the board of directors before the interested stockholder acquired
such shares. If approval is not obtained, then after the expiration of the three-year period, the business combination may be consummated
with the approval of the board of directors or a majority of the voting power held by disinterested stockholders, or if the consideration
to be paid by the interested stockholder is at least equal to the highest of: (1) the highest price per share paid by the interested
stockholder within the three years immediately preceding the date of the announcement of the combination or in the transaction
in which he became an interested stockholder, whichever is higher; (2) the market value per common share on the date of announcement
of the combination or the date the interested stockholder acquired the shares, whichever is higher; or (3) if higher for the holders
of preferred stock, the highest liquidation value of the preferred stock. The effect of Nevada’s business combination law
is to potentially discourage parties interested in taking control of the company from doing so if it cannot obtain the approval
of our board of directors.


 


Dividend Policy


 


We have never declared
or paid any cash dividends on our common stock and do not intend to pay dividends for the foreseeable future.