1
EXHIBIT 4.4
VOID AFTER 5:OO P.M. NEW YORK, NEW YORK TIME ON ________ ____,2002
(UNLESS EARLIER REDEEMED)
COMMON STOCK PURCHASE WARRANT TO PURCHASE SHARES OF STOCK
NO. RW- __________WARRANTS
ROCKWELL MEDICAL TECHNOLOGIES, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF MICHIGAN
CUSIP 774374 11 0
THIS CERTIFIES that, for value received,
the registered holder hereof or registered assigns (the "Holder"), is entitled
to purchase from Rockwell Medical Technologies, Inc., a Michigan corporation
(the "Company"), at any time after January ___, 1999, and until 5:00 p.m.,
New York, New York time, January ____, 2002 (unless the Warrants are earlier
redeemed), at the purchase price of $4.50 per share (the "Warrant Price") the
number of Common Shares of the Company (the "Common Shares"), which is equal to
the number of Warrants set forth above. The number of Common Shares
purchasable upon exercise of this Warrant and the Warrant Price per share
shall be subject to adjustment from time to time as set forth in the Warrant
Agreement referred to below. These Warrants are subject to call and
repurchase by the Company on the terms and conditions contained in such
Warrant Agreement.
This Warrant may be exercised in whole or in part by presentation of
this Warrant with the Purchase Form on the reverse side hereof duly executed
and simultaneous payment of the Warrant Price (subject to adjustment) at the
principal office of American Stock Transfer & Trust Company (the "Warrant
Agent"). Payment of such price shall be made at the option of the Holder
hereof in cash or by check or wire transfer, or any combination thereof.
This Warrant is one of a duly authorized issue of Warrants evidencing
the right to purchase an aggregate of up to 3,625,000 shares of Common Shares
and is issued under and in accordance with a Warrant Agreement (the "Warrant
Agreement") dated as of January ____, 1998, between the Company and the Warrant
Agent and is subject to the terms and provisions set forth in the Warrant
Agreement, to all of which the Holder of this Warrant by acceptance hereof
consents. A copy of the Warrant Agreement may be obtained for inspection by
the Holder hereof upon written request to the Warrant Agent at the address
provided below.
Upon any partial exercise of this Warrant, there shall be countersigned
and issued to the Holder hereof a new Warrant in respect of the Common Shares
as to which this Warrant shall not have been exercised. This Warrant may be
exchanged at the office of the Warrant Agent by surrender of this Warrant
properly endorsed either separately or in combination with one or more other
Warrants for one or more new Warrants entitling the Holder thereof to purchase
the same aggregate number of shares as were purchased on exercise of the
Warrant or Warrants exchanged. No fractional shares will be issued upon the
exercise of this Warrant, but the Company shall pay the cash value of any
fraction upon the exercise of one or more Warrants. This Warrant is
transferable at the office of the Warrant Agent, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000, in the manner and subject to the limitations set forth in the
Warrant Agreement.
The Company shall not be obligated to deliver any securities pursuant
to the exercise of this Warrant unless a registration statement under the
Securities Act of 1933, as amended (the "Act"), with respect to such
securities is effective or an exemption thereunder is available. The Company
has covenanted and agreed that it will file a registration statement under the
Federal securities laws, use its best efforts to cause the same to become
effective, to keep such registration statement current, if required under the
Act, while any of the Warrants are outstanding, and deliver a prospectus which
complies with Section 10(a)(3) of the Act to the registered Holder exercising
this Warrant. This Warrant shall not be exercisable by a registered Holder in
any state where such exercise would be unlawful.
The Holder hereof may be treated by the Company, The Warrant Agent, and
all other persons dealing with this Warrant as the absolute owner hereof for
any purpose and as the person entitled to exercise the rights represented
hereby, or to the transfer hereof on the books of the Company, any notice to
the contrary notwithstanding, and until such transfer on such books, the
Company may treat the Holder hereof as the owner for all purposes.
This Warrant does not entitle any Holder hereof to any of the rights of
a shareholder of the Company including, without limitation, the right to vote
or to receive dividends or other distributions, and the Holder shall not be
entitled to receive any notice of any proceedings of the Company, except as
provided in the Warrant Agreement.
This Warrant shall not be valid or obligatory for any purpose until it
shall have been countersigned by the Warrant Agent.
Witness the facsimile seal of the Company and the facsimile signatures
of its duly authorized officers.
DATED: ROCKWELL MEDICAL TECHNOLOGIES, INC.
[ROCKWELL MEDICAL TECHNOLOGIES, INC. CORPORATE SEAL 1996 MICHIGAN]
[SIG] [SIG]
SECRETARY BY: PRESIDENT
COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY
(NEW YORK, N.Y.) TRANSFER AGENT
AND REGISTRAR
BY
AUTHORIZED SIGNATURE
[REVERSE SIDE]
ROCKWELL MEDICAL TECHNOLOGIES, INC.
PURCHASE FORM
American Stock Transfer Trust & Company
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
The undersigned hereby irrevocably elects to exercise the right of
purchase represented by the within Warrant for, and to purchase thereunder,
_________ shares of the Company's Common Shares provided for therein and
requests that certificates for such shares be issued in the name of:
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF PURCHASER
_________________________________________________________
| |
| |
|_________________________________________________________|____________________
_______________________________________________________________________________
_______________________________________________________________________________
and, if said number of shares shall not be all the shares purchasable hereunder,
that a new Warrant Certificate for the balance remaining of the shares
purchasable under the within Warrant Certificate be registered in the name of
the undersigned Holder or his Assignee as below indicated and delivered to the
address stated below.
Dated:______________________________________
Name of Warrantholder or Assignee:_____________________________________________
(Please Print)
Address:_______________________________________________________________________
Signature:____________________________
Signature Guaranteed: NOTE: The above signature must
correspond with the name as written
upon the face of the Warrant
Certificate in every particular
without alteration or enlargement
or any change whatever, unless this
Warrant has been assigned.
_____________________________________
IMPORTANT: PLEASE COMPLETE THE FOLLOWING:
1. If the exercise of this Warrant was solicited by Xxxxx Xxxx & Co., Inc.,
please check the following box. [ ]
2. The exercise of this Warrant was solicited by _____________________________.
3. If the exercise of this Warrant was not solicited, please check the
following box. [ ]
Dated:_____________________________________________ X____________________
___________________________________________________
___________________________________________________
Address
___________________________________________________
Social Security or Taxpayer Identification Number
___________________________________________________
Signature Guaranteed
_____________________________________
ASSIGNMENT
(To be signed only upon assignment of Warrant)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
_________________________________________________________
| |
| |
|_________________________________________________________|____________________
_______________________________________________________________________________
(Name and address of assignee must be printed or typewritten)
the within Warrant, hereby irrevocably constituting and appointing
______________________________________________________________________ Attorney
to transfer said Warrant on the books of the Company with full power of
substitution in the premises.
Dated:__________________________ _____________________________________
Signature of Registered Holder
Signature Guaranteed: NOTE: The signature to this assignment
must correspond with the name as it
appears upon the face of the within
Warrant Certificate in every
particular, without alteration or
enlargement or any change whatever.
