Exhibit
4.8


 


RITTER
PHARMACEUTICALS, INC.


DESCRIPTION
OF COMMON STOCK


 


Ritter
Pharmaceuticals, Inc. (the “Company”) has one class of securities registered under Section 12 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) – common stock, par value $0.001 per share (the “Common Stock”).
The Common Stock trades on The Nasdaq Capital Market under the trading symbol “RTTR.”


 


The
following summary description sets forth some of the general terms and provisions of the Common Stock. Because this is a summary
description, it does not contain all of the information that may be important to you. For a more detailed description of the Common
Stock, you should refer to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate”)
and the Amended and Restated Bylaws (the “Bylaws”), which are filed as exhibits to the Annual Report on Form 10-K
to which this description is filed as an exhibit.


 


The
Company’s authorized capital stock consists of 240,000,000 shares, all with a par value of $0.001 per share, 225,000,000
of which are designated as Common Stock and 15,000,000 of which are designated as preferred stock, consisting of (i) 9,500 shares
that have been designated Series A Convertible Preferred Stock, (ii) 6,000 shares that have been designated as Series B Convertible
Preferred Stock, and (iii) 1,880 shares that have been designated as Series C Convertible Preferred Stock.


 


Common
Stock


 


Pursuant
to the terms of our Certificate, the holders of Common Stock are entitled to one vote per share on all matters to be voted upon
by the stockholders, except on matters relating solely to terms of preferred stock. Subject to preferences that may be applicable
to any outstanding preferred stock, the holders of Common Stock will be entitled to receive ratably such dividends, if any, as
may be declared from time to time by the board of directors out of funds legally available therefor. In the event of our liquidation,
dissolution or winding up, the holders of the Common Stock will be 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 holders of Common Stock
will have no preemptive or conversion rights or other subscription rights. There will be no redemption or sinking fund provisions
applicable to our common stock.


 


Anti-Takeover
Effects of Delaware Law and Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws


 


The
provisions of Delaware law and the Company’s Certificate and Bylaws, could discourage or make it more difficult to accomplish
a proxy contest or other change in our management or the acquisition of control by a holder of a substantial amount of the Company’s
voting stock. It is possible that these provisions could make it more difficult to accomplish, or could deter, transactions that
stockholders may otherwise consider to be in their best interests or in the Company’s best interests. These provisions are
intended to enhance the likelihood of continuity and stability in the composition of the Company’s board of directors and
in the policies formulated by the board of directors and to discourage certain types of transactions that may involve an actual
or threatened change of control of the Company. These provisions are designed to reduce the Company’s vulnerability to an
unsolicited acquisition proposal and to discourage certain tactics that may be used in proxy fights. Such provisions also may
have the effect of preventing changes in the Company’s management.


 




    	 	 	 



     


    

 


Delaware
Statutory Business Combinations Provision. The Company is subject to the anti-takeover provisions of Section 203 of the Delaware
General Corporation Law (the “DGCL”). Section 203 prohibits a publicly-held Delaware corporation from engaging in
a “business combination” with an “interested stockholder” for a period of three years after the date of
the transaction in which the person became an interested stockholder, unless the business combination is, or the transaction in
which the person became an interested stockholder was, approved in a prescribed manner or another prescribed exception applies.
For purposes of Section 203, a “business combination” is defined broadly to include a merger, asset sale or other
transaction resulting in a financial benefit to the interested stockholder, and, subject to certain exceptions, an “interested
stockholder” is a person who, together with his or her affiliates and associates, owns, or within three years prior, did
own, 15% or more of the corporation’s voting stock.


 


Election
and Removal of Directors. Except as may otherwise be provided by the DGCL, any director or the entire board of directors may
be removed, with or without cause, at an annual meeting or a special meeting called for that purpose, by the affirmative vote
of the majority of the votes cast by the shares of the Company’s capital stock present in person or represented by proxy
at such meeting and entitled to vote thereon, provided a quorum is present. Vacancies on the Company’s board of directors
resulting from the removal of directors and newly created directorships resulting from any increase in the number of directors
may be filled solely by the affirmative vote of a majority of the remaining directors then in office (although less than a quorum)
or by the sole remaining director. This system of electing and removing directors may discourage a third party from making a tender
offer or otherwise attempting to obtain control of the Company, because it generally makes it more difficult for stockholders
to replace a majority of the Company’s directors. The Company’s Certificate and Bylaws do not provide for cumulative
voting in the election of directors.


 


Advance
Notice Provisions for Stockholder Proposals and Stockholder Nominations of Directors. The Company’s Bylaws provide that,
for nominations to the board of directors or for other business to be properly brought by a stockholder before a meeting of stockholders,
the stockholder must first have given timely notice of the proposal in writing to the Company’s Secretary. For an annual
meeting, a stockholder’s notice generally must be delivered not less than 90 days or more than 120 days prior to the anniversary
of the previous year’s annual meeting.


 


Special
Meetings of Stockholders. Special meetings of the stockholders may be called at any time only by the board of directors, the
Chairman of the board of directors, the Chief Executive Officer or the President, subject to the rights of the holders of any
series of preferred stock then outstanding.


 


Blank-Check
Preferred Stock. The Company’s board of directors is authorized to issue, without stockholder approval, preferred stock,
the rights of which will be determined at the discretion of the board of directors and that, if issued, could operate as a “poison
pill” to dilute the stock ownership of a potential hostile acquirer to prevent an acquisition that the board of directors
does not approve.


 


Transfer
Agent and Registrar


 


The
transfer agent and registrar for our common stock is Corporate Stock Transfer, Inc.