Exhibit 4.23 


 


DESCRIPTION OF SECURITIES 


REGISTERED PURSUANT TO SECTION 12 OF THE



SECURITIES EXCHANGE ACT OF 1934


 


As of December 31, 2019, Nxt-ID, Inc. (the
“Company,” “we,” “us” or “our”) has 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 $0.0001 per
share (the “Common Stock).


 


General


 


The following description of our capital
stock and certain provisions of our Certificate of Incorporation and Bylaws are summaries and are qualified by reference to our
Certificate of Incorporation and Bylaws. Copies of these documents can be accessed through hyperlinks to those documents in the
list of exhibits in our Annual Report on Form 10-K for the fiscal year ending December 31, 2019.


 


We are authorized to issue 110,000,000 shares
of its capital stock consisting of (a) 100,000,000 shares of common stock and (b) 10,000,000 shares of “blank check”
preferred stock, of which 3,125,000 shares of preferred stock were designated as the Series A Convertible Preferred Stock (“Series
A Preferred Stock”), 4,500,000 shares of preferred stock were designated as the Series B Convertible Preferred Stock (“Series
B Preferred Stock”), and 2,000 shares of preferred stock were designated as the Series C Non-Convertible Preferred Stock
(“Series C Preferred Stock”).


 


Common Stock


 


Each share of common stock entitles the holder
to one vote, either in person or by proxy, at meetings of stockholders. Our stockholders are not permitted to vote their shares
cumulatively. Accordingly, the holders of our common stock who hold, in the aggregate, more than 50% of the total voting rights
can elect all of our directors and, in such event, the holders of the remaining minority shares will not be able to elect any of
such directors. The vote of the holders of a majority of the issued and outstanding shares of common stock entitled to vote thereon
is sufficient to authorize, affirm, ratify or consent to such act or action, except as otherwise provided by law.


 


Holders of common stock are entitled to receive
ratably such dividends, if any, as may be declared by our board of directors out of funds legally available. We have not paid any
dividends since our inception, and we presently anticipate that all earnings, if any, will be retained for development of our business.
Any future disposition of dividends will be at the discretion of our board of directors and will depend upon, among other things,
our future earnings, operating and financial condition, capital requirements, and other factors.


 


Holders of our common stock have no preemptive
rights or other subscription rights, conversion rights, redemption or sinking fund provisions. Upon our liquidation, dissolution
or winding up, the holders of our common stock will be entitled to share ratably in the net assets legally available for distribution
to stockholders after the payment of all of our debts and other liabilities.


 


Dividends


 


Since inception we have not paid any dividends
on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock. Although
we intend to retain our earnings, if any, to finance the exploration and growth of our business, our board of directors will have
the discretion to declare and pay dividends in the future. Payment of dividends in the future will depend upon our earnings, capital
requirements, and other factors, which our board of directors may deem relevant.


 


Registration Rights


 


None.


 






    


     


    




Anti-Takeover Effects of Provisions of the DGCL and our Certificate
of Incorporation and Bylaws


   


Provisions of the DGCL and our Certificate
of Incorporation and by-laws could make it more difficult to acquire us by means of a tender offer, a proxy contest or otherwise,
or to remove incumbent officers and directors. These provisions, summarized below, are expected to discourage certain types of
coercive takeover practices and takeover bids that our board of directors may consider inadequate and to encourage persons seeking
to acquire control of us to first negotiate with our board of directors. We believe that the benefits of increased protection of
our ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the
disadvantages of discouraging takeover or acquisition proposals because, among other things, negotiation of these proposals could
result in improved terms for our stockholders.


 


Section 203 of the DGCL. We are subject
to Section 203 of the DGCL, which prohibits a Delaware corporation from engaging in any “business combination” with
any interested stockholder for a period of three (3) years after the date that such stockholder became an interested stockholder,
with the following exceptions:


 


	 	●	before such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder; 
	 	 	 
	 	●	upon closing 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 began, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (i) by persons who are directors and also officers and (ii) 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 after such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder. 


 


In general, Section 203 defines business combination
to include the following:


 


	 	●	any merger or consolidation involving the corporation and the interested stockholder; 
	 	 	 
	 	●	any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder; 
	 	 	 
	 	●	subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder; 
	 	 	 
	 	●	any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by 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 defines an “interested
stockholder” as an entity or person who, together with the person’s affiliates and associates, beneficially owns, or
within three (3) years prior to the time of determination of interested stockholder status did own, 15% or more of the outstanding
voting stock of the corporation.


 


Listing


 


Our common stock is listed on the Nasdaq Capital
Market under the symbol NXTD.





Transfer Agent and Registrar 


 


The transfer agent and registrar for our common
stock is VStock Transfer, LLC. The transfer agent’s address is 18 Lafayette Place, Woodmere, NY 11598 and its telephone number
is (212) 828-8436.