Exhibit
4.8


 


DESCRIPTION
OF SONNET BIOTHERAPEUTICS HOLDINGS, INC.’S SECURITIES


REGISTERED
PURSUANT TO SECTION 12 OF THE


SECURITIES
EXCHANGE ACT OF 1934


 


As
of September 30, 2022, Sonnet BioTherapeutics Holdings, Inc. (the “Company”) had two classes of securities registered under
Section 12 of the Securities Exchange Act of 1934, as amended: our voting common stock, $0.0001 par value per share and preferred stock,
par value $0.0001 per share.


 


DESCRIPTION
OF CAPITAL STOCK


 


The
following is a summary of information concerning capital stock of Sonnet BioTherapeutics Holdings, Inc. (“us,” “our,”
“we” or the “Company”) and does not purport to be complete. The summary is subject to, and qualified in its entirety
by reference to, Sonnet BioTherapeutics Holdings, Inc.’s certificate of incorporation, as amended, bylaws and the Delaware General
Corporation Law (the “DGCL”). You are urged to read our fourth amended and restated certificate of incorporation, as amended,
amended and restated bylaws and the applicable provisions of the DGCL for additional information.


 


General


 


Our
authorized capital stock consists of:


 


	 	●	125,000,000
    shares of common stock, par value $0.0001 per share; and
	 	 	 
	 	●	5,000,000
    shares of preferred stock, par value $0.0001 per share, of which, as of the date of this prospectus, none of which shares have been
    designated.


As
of close of business on December 14, 2022, 7,934,156 shares of common stock were issued and outstanding and no shares of preferred stock
were issued and outstanding.


 


The
additional shares of our authorized stock available for issuance may be issued at times and under circumstances so as to have a dilutive
effect on earnings per share and on the equity ownership of the holders of our Common Stock. The ability of our board of directors to
issue additional shares of stock could enhance the board’s ability to negotiate on behalf of the stockholders in a takeover situation
but could also be used by the board to make a change-in-control more difficult, thereby denying stockholders the potential to sell their
shares at a premium and entrenching current management. The following description is a summary of the material provisions of our capital
stock. You should refer to our certificate of incorporation, as amended and bylaws, both of which are on file with the SEC as exhibits
to previous SEC filings, for additional information. The summary below is qualified by provisions of applicable law.


Common
Stock


 


Holders
of our Common Stock are each entitled to cast one vote for each share held of record on all matters presented to stockholders. Cumulative
voting is not allowed; the holders of a majority of our outstanding shares of Common Stock may elect all directors. Holders of our Common
Stock are entitled to receive such dividends as may be declared by our board out of funds legally available and, in the event of liquidation,
to share pro rata in any distribution of our assets after payment of liabilities. Our directors are not obligated to declare a dividend.
It is not anticipated that we will pau dividends in the foreseeable future. Holders of our do not have preemptive rights to subscribe
to any additional shares we may issue in the future. There are no conversion, redemption, sinking fund or similar provisions regarding
the Common Stock. All outstanding shares of Common Stock are fully paid and nonassessable.


 


The
rights, preferences and privileges of holders of Common Stock are subject to the rights of the holders of any outstanding shares of preferred
stock.


 


Transfer
Agent and Registrar


 


The
transfer agent and registrar for our Common Stock is Securities Transfer Corporation. The transfer agent address is Securities Transfer
Corporation, 2901 N Dallas Parkway, Suite 380, Plano, TX 75093, (469) 633-0101.


 




    	 



     


    

 


Preferred
Stock


 


We
are authorized to issue up to 5,000,000 shares of preferred stock, all of which are undesignated. Our board of directors has the authority
to issue preferred stock in one or more classes or series and to fix the designations, powers, preferences and rights, and the qualifications,
limitations or restrictions thereof, including dividend rights, conversion right, voting rights, terms of redemption, liquidation preferences
and the number of shares constituting any class or series, without further vote or action by the stockholders. Although we have no present
plans to issue any other shares of preferred stock, the issuance of shares of preferred stock, or the issuance of rights to purchase
such shares, could decrease the amount of earnings and assets available for distribution to the holders of common stock, could adversely
affect the rights and powers, including voting rights, of the common stock, and could have the effect of delaying, deterring or preventing
a change of control of us or an unsolicited acquisition proposal. The preferred stock may provide for an adjustment of the conversion
price in the event of an issuance or deemed issuance at a price less than the applicable conversion price, subject to certain exceptions.


 


If
we offer a specific series of preferred stock under this prospectus, we will describe the terms of the preferred stock in the prospectus
supplement for such offering and will file a copy of the certificate establishing the terms of the preferred stock with the SEC. To the
extent required, this description will include:


 


	 	●	the
    title and stated value;
	 	 	 
	 	●	the
    number of shares offered, the liquidation preference per share and the purchase price;
	 	 	 
	 	●	the
    dividend rate(s), period(s) and/or payment date(s), or method(s) of calculation for such dividends;
	 	 	 
	 	●	whether
    dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate;
	 	 	 
	 	●	the
    procedures for any auction and remarketing, if any;
	 	 	 
	 	●	the
    provisions for a sinking fund, if any;
	 	 	 
	 	●	the
    provisions for redemption, if applicable;
	 	 	 
	 	●	any
    listing of the preferred stock on any securities exchange or market;
	 	 	 
	 	●	whether
    the preferred stock will be convertible into our common stock, and, if applicable, the conversion price (or how it will be calculated)
    and conversion period;
	 	 	 
	 	●	whether
    the preferred stock will be exchangeable into debt securities, and, if applicable, the exchange price (or how it will be calculated)
    and exchange period;
	 	 	 
	 	●	voting
    rights, if any, of the preferred stock;
	 	 	 
	 	●	a
    discussion of any material and/or special U.S. federal income tax considerations applicable to the preferred stock;
	 	 	 
	 	●	the
    relative ranking and preferences of the preferred stock as to dividend rights and rights upon liquidation, dissolution or winding
    up of our affairs; and
	 	 	 
	 	●	any
    material limitations on issuance of any class or series of preferred stock ranking senior to or on a parity with the series of preferred
    stock as to dividend rights and rights upon liquidation, dissolution or winding up of our affairs.


 


Transfer
Agent and Registrar for Preferred Stock


 


The
transfer agent and registrar for any series or class of preferred stock will be set forth in each applicable prospectus supplement.


 


Anti-takeover
Effects of Delaware Law and our Certificate of Incorporation, as amended and Bylaws


 


Our
Certificate of Incorporation, as amended, and Bylaws, as amended contain provisions that could have the effect of discouraging potential
acquisition proposals or tender offers or delaying or preventing a change of control. These provisions are as follows:


 


	 	●	they
    provide that special meetings of stockholders may be called by the President, the board of directors or at the request by stockholders
    of record owning at least thirty-three and one-third (33 1/3%) percent of the issued and outstanding voting shares of our Common
    Stock;


 




    	 



     


    

 


	 	●	they
    do not include a provision for cumulative voting in the election of directors. Under cumulative voting, a minority stockholder holding
    a sufficient number of shares may be able to ensure the election of one or more directors. The absence of cumulative voting may have
    the effect of limiting the ability of minority stockholders to effect changes in our board of directors; and
	 	 	 
	 	●	they
    allow us to issue, without stockholder approval, up to 5,000,000 shares of preferred stock that could adversely affect the rights
    and powers of the holders of our Common Stock.


 


We
are subject to the provisions of Section 203 of the Delaware General Corporation Law, an anti-takeover law. Subject to certain exceptions,
the statute 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:


 


	 	●	prior
    to such date, 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 which resulted in the stockholder becoming an interested stockholder, the interested stockholder
    owned at least eighty-five percent 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 (1) by persons who are directors and also
    officers and (2) 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 after such date, 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 sixty-six and two-thirds percent 66 2/3% of the
    outstanding voting stock that is not owned by the interested stockholder.


 


Generally,
for purposes of Section 203, a “business combination” includes a merger, asset or stock sale, or other transaction resulting
in a financial benefit to the interested stockholder. An “interested stockholder” is a person who, together with affiliates
and associates, owns or, within three (3) years prior to the determination of interested stockholder status, owned fifteen percent (15%)
or more of a corporation’s outstanding voting securities.


 


Potential
Effects of Authorized but Unissued Stock


 


We
have shares of Common Stock and preferred stock available for future issuance without stockholder approval. We may utilize these additional
shares for a variety of corporate purposes, including future public offerings to raise additional capital, to facilitate corporate acquisitions
or payment as a dividend on the capital stock.


 


The
existence of unissued and unreserved Common Stock and preferred stock may enable our board of directors to issue shares to persons friendly
to current management or to issue preferred stock with terms that could render more difficult or discourage a third-party attempt to
obtain control of us by means of a merger, tender offer, proxy contest or otherwise, thereby protecting the continuity of our management.
In addition, the board of directors has the discretion to determine designations, rights, preferences, privileges and restrictions, including
voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences of each series of preferred stock,
all to the fullest extent permissible under the DGCL and subject to any limitations set forth in our Certificate of Incorporation. The
purpose of authorizing the board of directors to issue preferred stock and to determine the rights and preferences applicable to such
preferred stock is to eliminate delays associated with a stockholder vote on specific issuances. The issuance of preferred stock, while
providing desirable flexibility in connection with possible financings, acquisitions and other corporate purposes, could have the effect
of making it more difficult for a third-party to acquire, or could discourage a third-party from acquiring, a majority of our outstanding
voting stock.


 


Nasdaq
Listing


 


Our
common stock is traded on The Nasdaq Capital Market under the symbol “SONN.”