Exhibit
4.6


 


DESCRIPTION
OF THE REGISTRANT’S SECURITIES


REGISTERED
PURSUANT TO SECTION 12 OF THE


SECURITIES
EXCHANGE ACT OF 1934


 


The
following summary describes the common stock, $0.0001 par value per share, of Protagenic Therapeutics, Inc. (the “Company”,
“our”, “us”, or “we”), which are the only securities of the Company registered under Section
12 of the Securities Exchange Act of 1934, as amended. The following is a summary and does not purport to be complete. The summary
is subject to and qualified by the provisions of our Third Amended and Restated Certificate of Incorporation (the “Certificate”),
Second Amended and Restated Bylaws (the “Bylaws”), and the Delaware General Corporation Law (“DGCL”).


 


Our
Certificate authorizes us to issue 100,000,000 shares of common stock, par value $0.0001 per share.


 


Voting.
The holders of our common stock are entitled to one vote for each share held of record on all matters on which the holders are
entitled to vote (or consent pursuant to written consent).


 


Dividends.
The holders of our common stock are entitled to receive, ratably, dividends only if, when and as declared by our board of directors
out of funds legally available therefor and after provision is made for each class of capital stock having preference over the
common stock.


 


Liquidation
Rights. In the event of our liquidation, dissolution or winding-up, the holders of our common stock are entitled to share,
ratably, in all assets remaining available for distribution after payment of all liabilities and after provision is made for each
class of capital stock having preference over the common stock.


 


Conversion
Rights. The holders of our common stock have no conversion rights.


 


Preemptive
and Similar Rights. The holders of our common stock have no preemptive or similar rights.


 


Redemption/Put
Rights. There are no redemption or sinking fund provisions applicable to the common stock. All of the outstanding shares of
our common stock are fully-paid and non-assessable.


 


Transfer
Agent and Registrar


 


American
Stock Transfer & Trust Company, LLC is the transfer agent and registrar for our common stock.


 


Dividends


 


We
have never declared or paid dividends. We do not intend to pay cash dividends on our common stock for the foreseeable future,
but currently intend to retain any future earnings to fund the development and growth of our business. The payment of dividends
if any, on our common stock will rest solely within the discretion of our board of directors and will depend, among other things,
upon our earnings, capital requirements, financial condition, and other relevant factors.


 




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Anti-Takeover
Effect of Delaware Law, Certain Charter and Bylaw Provisions


 


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


 


	 	●	they
    provide that special meetings of stockholders may be called by the board of directors or at the request in writing by stockholders
    of record owning at least twenty (20%) percent of the issued and outstanding voting shares of 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; 
	 	 	 
	 	●	they
    provide that stockholders seeking to present proposals before our annual meeting of stockholders or to nominate candidates
    for election as directors at a meeting of stockholders must provide timely advance notice in writing, and, subject to applicable
    law, will specify requirements as to the form and content of a stockholder’s notice; and
	 	 	 
	 	●	subject
    to the limitation prescribed by the DGCL, they authorize our Board of Directors to issue, without stockholder approval, preferred
    stock in one or more series, to establish from time to time the number of shares to be included in each series, and to fix
    the designation, powers, preferences, and rights of the shares of each series and any of its qualifications, limitations,
    or restrictions. Any such issuance 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 DGCL, an anti-takeover law. In general, 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 approved in the following prescribed manner:


 


	 	●	prior
    to the time 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
    completion of the transaction that resulted in the stockholder becoming an interested stockholder, the 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 (1) shares owned by persons who are directors and also officers and (2) shares
    owned 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; and


 


	 	●	on
    or subsequent to the time of the transaction, the business combination is approved by the board and authorized at an annual
    or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding
    voting stock which is not owned by the interested stockholder.


 




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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 years prior to the determination of interested stockholder status, owned
15% or more of a corporation’s outstanding voting securities.


 


Stockholder
Action by Written Consent


 


Our
Bylaws provide that any action required by law to be taken at any annual or special meeting of the stockholders or any action
which may be taken at such a meeting may be taken without a meeting by written consent of the stockholders in lieu of a meeting.


 


Choice
of Forum 


 


Our
Certificate provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the
State of Delaware will be the exclusive forum for any derivative action or proceeding brought on our behalf; any action asserting
a breach of fiduciary duty; any action asserting a claim against us arising pursuant to the DGCL, our Certificate or our Bylaws;
or any action asserting a claim against us that is governed by the internal affairs doctrine.


 


Market
for Common Stock


 


Our
common stock trades on the OTCQB Venture Market under the stock symbol “PTIX.”


 




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