Exhibit 4.13


 


DESCRIPTION OF THE REGISTRANT’S
SECURITIES


REGISTERED PURSUANT TO SECTION 12 OF
THE


SECURITIES EXCHANGE ACT OF 1934


 


As of the date
of the Annual Report on Form 10-K of which this exhibit is a part, Phio Pharmaceuticals Corp. (the “Company” or “we”
or “our”) has one class of security registered under Section 12 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”): our common stock, par value $0.0001 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 Amended and Restated Certificate of Incorporation, as amended (the “certificate of incorporation”)
and our Amended and Restated 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 is a part. We encourage you to read our certificate of incorporation, our bylaws
and the applicable provisions of the Delaware General Corporation Law (the “DGCL”) for additional information. 


 


General


 


Authorized Shares.
We are authorized to issue up to 100,000,000 shares of common stock.


 


Voting Rights.
The holders of our common stock are entitled to one vote per share on all matters to be voted upon by the stockholders. When a
quorum is present at any meeting of our stockholders, the affirmative vote of a majority of the votes properly cast on the matter
(excluding any abstentions or broker non-votes) will be the act of the stockholders with respect to all matters other than the
contested election of directors (which will be elected by a plurality of all votes properly cast), or as otherwise provided in
the bylaws, the certificate of incorporation or a preferred stock designation, or as otherwise required by law.


 


Dividends.
Subject to preferences that may be applicable to any outstanding preferred stock, the holders of our common stock are entitled
to receive ratably all dividends, if any, as may be declared from time to time by our Board of Directors out of the funds legally
available.


 


Other Rights.
In the event of the liquidation, dissolution or winding up of the Company, the holders of our common stock are entitled to share
ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any,
then outstanding. The common stock has no preemptive or conversion rights. There are no redemption or sinking fund provisions applicable
to the common stock. All outstanding shares of common stock are fully paid and non-assessable.


 


Transfer Agent
and Registrar. The transfer agent and registrar for our common stock is Computershare Trust Company N.A.


 


Listing. Our
common stock is currently listed on The Nasdaq Capital Market under the symbol “PHIO”.


 


Certain Provisions Affecting
Control of the Company


 


Certificate
of Incorporation and Bylaw Provisions. Some provisions of the DGCL and our certificate of incorporation and bylaws contain
provisions that could make the following transactions more difficult:


 


		·	acquisition of us by means of a tender offer;
		·	acquisition of us by means of a proxy contest or otherwise; or
		·	removal of our incumbent officers and directors.



 


 


 






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These provisions,
summarized below, are intended to discourage coercive takeover practices and inadequate takeover bids and to promote stability
in our management. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate
with our Board of Directors.


 


Undesignated
Preferred Stock. The ability to authorize undesignated preferred stock makes it possible for our Board of Directors to issue
one or more series of preferred stock with voting or other rights or preferences that could impede the success of any attempt to
change control of us. These and other provisions may have the effect of deferring hostile takeovers or delaying changes in control
or management of our company.


 


Advance Notice
Procedures. The advance notice procedures in our bylaws with regard to stockholder proposals relating to the nomination of
candidates for election as directors or new business to be brought before meetings of our stockholders provide that notice of stockholder
proposals must be timely given in writing to our corporate secretary prior to the meeting at which the action is to be taken. Generally,
to be timely, notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to
the first anniversary date of the annual meeting for the preceding year. Our bylaws specify the requirements as to form and content
of all such stockholder notices. These requirements may have the effect of precluding stockholders from bringing proposals relating
to the nomination of candidates for election as directors or new business before the stockholders at an annual or special meeting.


 


Delaware Anti-Takeover
Statute. We are subject to Section 203 of the DGCL. This law prohibits a publicly held Delaware corporation from engaging
in any business combination with any interested stockholder for a period of three years following the date that the stockholder
became an interested stockholder unless:


 


		·	prior to the date of the transaction, the board of directors of the corporation approved either the business combination or
the transaction which resulted in the stockholder becoming an interested stockholder;
		·	upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder
owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes
of determining the number of shares outstanding those shares owned by persons who are directors and also officers and by employee
stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the
plan will be tendered in a tender or exchange offer; or
		·	on or subsequent to the date of the transaction, the business combination is approved by the board of directors and authorized
at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of
the outstanding voting stock which is not owned by the interested stockholder.



 


Section 203
of the DGCL defines “business combination” to include:


 


		·	any merger or consolidation involving the corporation and the interested stockholder;
		·	any sale, transfer, pledge or other disposition of 10% or more of the corporation’s assets involving the interested stockholder;
		·	in general, any transaction that results in the issuance or transfer by the corporation of any of its stock to the interested
stockholder; or
		·	the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits
provided by or through the corporation.



 


In general, Section 203
of the DGCL defines an “interested stockholder” as an entity or person beneficially owning 15% or more of the outstanding
voting stock of the corporation and any entity or person affiliated with or controlling or controlled by the entity or person.


 


 


 






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