Exhibit 10.20
PLACEMENT AGENT'S UNIT PURCHASE WARRANT
WARRANT TO PURCHASE _____________ UNITS EACH CONSISTING OF TWO SHARES OF
COMMON STOCK AND ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK AT AN INITIAL
EXERCISE PRICE OF $2.50 PER SHARE VOID AFTER 5:00 p.m. NEW JERSEY TIME, ON
__________________. THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE
HEREOF HAVE BEEN AND WILL BE ISSUED IN TRANSACTIONS WHICH HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER
ANY STATE SECURITIES OR BLUE SKY LAWS. THIS WARRANT AND SUCH SECURITIES MAY NOT
BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF, IN WHOLE
OR IN PART, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT
AND APPLICABLE STATE LAW, OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED.
NO. _________ _______________UNITS
ALFACELL CORPORATION
This certifies that, for value received,_________________, the registered
holder hereof or assigns (the "Warrant holder") is entitled to purchase from
Alfacell Corporation, a Delaware corporation (the "Company"), at any time on and
after May 20, 1998, and before 5:00 p.m., New Jersey time, on May 19, 2001 (the
"Termination Date"), at the purchase price of $4.40 per unit (the "Exercise
Price"), the number of units ("Units"), each consisting of two shares of Common
Stock, par value $.001 per share, of the Company and one Warrant (an "Underlying
Warrant"), in the form annexed hereto, as Exhibit A, to purchase one share of
Common Stock of the Company at the initial exercise price (subject to adjustment
in certain circumstances as set forth therein) of $2.50 per share set forth
above. The number of shares of Common Stock included in the Units, the
Termination Date and the Exercise Price per share of this Warrant shall be
subject to adjustment from time to time as set forth below.
SECTION I. TRANSFER OR EXCHANGE OF WARRANT.
The Company shall be entitled to treat the Warrant holder as the owner in
fact hereof for all purposes and shall not be bound to recognize any equitable
or other claim to or interest in this Warrant on the part of any other person.
This Warrant shall be transferable only on the books of the Company, maintained
at its principal office upon delivery of this Warrant Certificate duly endorsed
by the Warrant holder or by his duly authorized attorney or representative, or
accompanied by proper evidence of succession, assignment or authority to
transfer. Upon any registration of transfer, the Company shall deliver a new
Warrant Certificate or Certificates to the persons entitled thereto.
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SECTION II. TERM OF WARRANT; EXERCISE OF WARRANTS.
A. Termination. The Company may, in its sole discretion, extend the
Termination Date with respect to the exercise of this Warrant upon notice to the
Warrant holder. As used herein, "Termination Date" shall be deemed to include
any such extensions.
B. Exercise. This Warrant shall be exercised by surrender to the Company,
at its principal office, of this Warrant Certificate, together with the Purchase
Form attached hereto duly completed and signed, and upon payment to the Company
of the Exercise Price for the number of Units in respect of which this Warrant
is then exercised. Payment of the aggregate Exercise Price shall be made in cash
or by certified or official bank check.
C. Warrant Certificate. Subject to Section III hereof, upon such surrender
of this Warrant Certificate and payment of the Exercise Price as aforesaid, the
Company shall issue and cause to be delivered to or upon the written order of
the Warrant holder a certificate for the number of full shares of Common Stock
and Underlying Warrants in the Units so purchased upon the exercise of such
Warrant, together with cash, as provided in Section VI hereof, in respect of any
fractional shares of Common Stock otherwise issuable upon such surrender. Such
certificate or certificates representing the Common Stock and Underlying
Warrants in the Units shall be deemed to have been issued and any person so
designated to be named therein shall be deemed to have become a holder of record
of such shares of Common Stock and Underlying Warrants in the Units as of the
date of receipt by the Company of this Warrant Certificate and payment of the
Exercise Price as aforesaid; provided, however, that if, at the date of
surrender of this Warrant Certificate and payment of the Exercise Price, the
transfer books for the Common Stock or other class of securities purchasable
upon the exercise of this Warrant shall be closed, the certificate or
certificates for the shares of Common Stock or other class in respect of which
this Warrant is then exercised shall be deemed issuable as of the date on which
such books shall next be opened (whether before or after the Termination Date)
and until such date the Company shall be under no duty to deliver any
certificate for such shares of Common Stock or other class; provided further,
however, that the transfer books of record, unless otherwise required by law,
shall not be closed at any one time for a period longer than twenty (20) days.
The rights of purchase represented by this Warrant shall be exercisable, at the
election of the Warrant holder, either in full or from time to time in part,
and, in the event that this Warrant is exercised in respect of fewer than all of
the Units purchasable on such exercise at any time prior to the Termination
Date, a new Warrant Certificate evidencing the remaining Warrant or Warrants
will be issued, and the Company shall deliver the new Warrant Certificate or
Certificates pursuant to the provisions of this Section.
SECTION III. PAYMENT OF TAXES.
The Company will pay all documentary stamp taxes, if any, attributable to
the initial issuance of the shares of Common Stock included in the Units upon
the exercise of this Warrant; provided, however, that the Warrant holder shall
pay any tax or taxes which may be payable in respect of any transfer involved in
the issue or delivery of Warrant Certificates or the certificates for the shares
of Common Stock in a name other than that of the Warrant holder in respect of
which this Warrant or shares of Common Stock are issued.
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SECTION IV. MUTILATED OR MISSING WARRANT CERTIFICATES.
In case this Warrant Certificate shall be mutilated, lost, stolen or
destroyed, the Company shall, at the request of the Warrant holder, issue and
deliver, in exchange and substitution for and upon cancellation of this
certificate if mutilated, or in lieu of and in substitution for this certificate
if lost, stolen or destroyed, a new Warrant Certificate of like tenor and
representing an equivalent right or interest, but only upon receipt of evidence
satisfactory to the Company of such loss, theft or destruction of this Warrant
Certificate and indemnity, if requested, also satisfactory to the Company.
SECTION V. RESERVATION OF SHARES OF COMMON STOCK.
There has been reserved, and the Company shall at all times keep reserved
so long as this Warrant remains outstanding, out of its authorized Common Stock
a number of shares of Common Stock sufficient to provide for the exercise of the
rights of purchase represented by this Warrant. The transfer agent for the
Common Stock and every subsequent transfer agent for any shares of the Company's
capital stock issuable upon the exercise of this Warrant and any Underlying
Warrants issued upon exercise hereof will be irrevocably authorized and directed
at all times to reserve such number of authorized shares as shall be requisite
for such purpose.
SECTION VI. FRACTIONAL SHARES.
No fractional shares or scrip representing fractional shares shall be
issued upon the exercise of this Warrant. With respect to any fraction of a
share of Common Stock called for upon the exercise of this Warrant, the Company
shall pay to the Warrant holder an amount in cash equal to such fraction
multiplied by the current market price of such fractional share. "Market Price",
as of any date means, (i) the last reported sale price for the shares of Common
Stock as reported by the National Association of Securities Dealers Automated
Quotation National Market System, ("NASDAQ-NMS"), (ii) the closing bid price for
the shares of Common Stock as reported by the National Association of Securities
Dealers Automated Quotation System ("NASDAQ") if the shares are not traded on
NASDAQ-NMS, (iii) the average of the closing bid and closing asked prices of the
Common Stock as reported by the National Quotations Bureau if the shares are not
traded on NASDAQ; (iv) the last reported sale price, if the shares of Common
Stock are listed on a national securities exchange or (v) if market value cannot
be calculated as of such date on any of the foregoing basis, the fair market
price determined by the Board of Directors of the Company, acting with
reasonable business judgment.
SECTION VII. EXERCISE PRICE; ANTI-DILUTION PROVISIONS.
A. Exercise Price. The Units shall be purchasable upon the exercise of this
Warrant, at a price of $4.40 per Unit. The Company may, in its sole discretion,
reduce the Exercise Price applicable to the exercise of this Warrant upon notice
to the Warrant holder. As used herein, "Exercise Price" shall be deemed to
include any such reduction.
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If the Company shall at any time issue Common Stock by way of dividend or
other distribution on any stock of the Company or effect a stock split or
reverse stock split of the outstanding shares of Common Stock, the Exercise
Price shall be proportionately decreased in the case of such issuance (on the
day following the date fixed for determining stockholders entitled to receive
such dividend or other distribution or such stock split) or increased in the
case of such reverse stock split (on the date that such reverse stock split
shall become effective), by multiplying the Exercise Price in effect immediately
prior to the stock dividend or other distribution, stock split or reverse stock
split by a fraction, the numerator of which is the number of shares of Common
Stock outstanding immediately prior to such stock dividend or other
distribution, stock split or reverse stock split, and the denominator of which
is the number of shares of Common Stock outstanding immediately after such stock
dividend or other distribution, stock split or reverse stock split.
B. No Impairment. The Company (a) will not increase the par value of any
shares of stock receivable upon the exercise of this Warrant above the amount
payable therefor upon such exercise, and (b) will take all such action as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and nonassessable shares of Common Stock upon the exercise of this
Warrant.
C. Number of Shares Adjusted. Upon any adjustment of the Exercise Price
pursuant to this Warrant, the Warrant holder shall thereafter (until another
such adjustment) be entitled to purchase upon the exercise of this Warrant, at
the new Exercise Price, the number of shares, calculated to the nearest full
share, obtained by multiplying the number of shares of Common Stock initially
issuable upon exercise of this Warrant by the Exercise Price in effect on the
date hereof and dividing the product so obtained by the new Exercise Price. The
number of Underlying Warrants issuable upon the exercise hereof shall not be
adjusted. However, the number of shares for which the Underlying Warrants may be
exercised, and the exercise price thereof, shall be adjusted in accordance with
the terms of the Underlying Warrants.
SECTION VIII. RECLASSIFICATION, REORGANIZATION OR MERGER.
In case of any reclassification, capital reorganization or other change of
outstanding shares of Common Stock of the Company (other than a change in par
value or as a result of an issuance of Common Stock by way of dividend or other
distribution or of a stock split or reverse stock split) or in case of any
consolidation or merger of the Company with or into another corporation (other
than a merger with a subsidiary in which merger the Company is the continuing
corporation and which does not result in any reclassification, capital
reorganization or other change of outstanding shares of Common Stock of the
Company issuable upon exercise of this Warrant) or in case of any sale or
conveyance to another corporation of the property of the Company as an entirety
or substantially as an entirety, the Company shall cause effective provision to
be made so that the Warrant holder shall have the right thereafter, by
exercising this Warrant, to purchase the kind and amount of shares of stock and
other securities and property the Warrant holder would have been entitled to
receive if the Warrant holder had exercised this Warrant immediately prior to
such reclassification, capital reorganization or other change, consolidation,
merger, sale or conveyance. Any such provision shall include provision for
adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Warrant. The foregoing provisions of this
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Section shall similarly apply to successive reclassifications, capital
reorganizations and changes of shares of Common Stock and to successive
consolidations, mergers, sales and conveyances.
SECTION IX. REGISTRATION RIGHTS.
The Warrant holder shall have the same registration rights with respect to
the resale of the Common Stock included in the Units and issuable upon exercise
of the Underlying Warrants as set forth in Section D of the Subscription
Agreement by and between the Company and certain investors in the Company of
even date herewith with respect to Common Stock included in Units and Underlying
Warrants constituting a portion of the Units being issued to such investors. The
registration rights with respect to the transfer of the Warrant stock shall
transfer to any transferee should the Warrant be transferred.
SECTION X. NOTICES TO WARRANT HOLDERS.
So long as this Warrant shall be outstanding and unexercised (a) if the
Company shall pay any dividend or make any distribution upon the Common Stock or
(b) if the Company shall offer to the holders of Common Stock for subscription
or purchase by them any shares of stock of any class or any other rights or (c)
if any capital reorganization of the Company, reclassification of the capital
stock of the Company, consolidation or merger of the Company with or into
another corporation, sale, lease or transfer of all or substantially all of the
assets of the Company to another corporation, or the voluntary or involuntary
dissolution, liquidation or winding up of the Company shall be effected, then,
in any such case, the Company shall cause to be delivered to the Warrant holder,
at least ten days prior to the date specified in (i) or (ii) below, as the case
may be, a notice containing a brief description of the proposed action and
stating the date on which (i) a record is to be taken for the purpose of such
dividend or distribution, or (ii) such reclassification, reorganization,
consolidation, merger, conveyance, lease, dissolution, liquidation or winding up
is to take place and the date, if any, as of which the holders of Common Stock
of record shall be entitled to exchange their shares of Common Stock for
securities or other property deliverable upon such reclassification,
reorganization, consolidation, merger, conveyance, dissolution, liquidation or
winding up.
SECTION XI. NOTICES.
Any notice pursuant to this Warrant by the Company or by the Warrant holder
shall be in writing and shall be deemed to have been duly given if delivered or
mailed certified mail, return receipt requested, (a) if to the Company, to it at
000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000, Attention: Chief Executive
Officer and (b) if to the Warrant holder to the Warrant holder at the address
set forth on the signature page hereto. Each party hereto may from time to time
change the address to which such party's notices are to be delivered or mailed
hereunder by notice in accordance herewith to the other party.
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SECTION XII. SUCCESSORS.
All the covenants and provisions of this Warrant by or for the benefit of
the Company or the Warrant holder shall bind and inure to the benefit of their
respective successors and assigns hereunder.
SECTION XIII. APPLICABLE LAW.
This Warrant shall be deemed to be a contract made under the laws of the
State of Delaware applicable to agreements made and to be performed entirely in
Delaware and for all purposes shall be construed in accordance with the internal
laws of Delaware without giving effect to the conflicts of laws principles
thereof.
SECTION XIV. BENEFITS OF THIS WARRANT.
Nothing in this Warrant shall be construed to give to any person or
corporation other than the Company and the Warrant holder any legal or equitable
right, remedy or claim under this Warrant and this Warrant shall be for the sole
and exclusive benefit of the Company and the Warrant holder.
IN WITNESS WHEREOF, the parties hereto have executed this Warrant
Certificate or caused this Warrant Certificate to be duly executed as of the day
and year first above written.
ALFACELL CORPORATION
By: _________________________________
Name: Xxxxxxx Xxxxxx
Title: Chief Executive Officer
Warrant holder
By: __________________________________
Name: _______________________________
Address:
______________________________________
______________________________________
______________________________________
______________________________________
Social Security or
Taxpayer Identification Number
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PURCHASE FORM
The undersigned hereby irrevocably elects to exercise the Warrant
represented by this Warrant Certificate to the extent of _______ Units
consisting of an aggregate of _____________ shares of Common Stock, par value
$.001 per share, and _______ Warrants to purchase Common Stock at an initial
exercise price of $2.50 per share, of Alfacell Corporation, and hereby makes
payment of $______________ in payment of the actual exercise price thereof.
Name: _______________________________________________________________
(Please type or print in block letters)
Address:_____________________________________________________________
(Address for delivery of Stock Certificate)
Social Security or
Taxpayer Identification Number:______________________________________
Signature:___________________________________________________________
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ASSIGNMENT FORM
FOR VALUED RECEIVED, _____________________________ hereby sells, assigns and
transfers unto__________________________________________________________________
(Please type or print in block letters)
Address_______________________________________________________________________
the right to purchase Units of Alfacell Corporation, represented by this Warrant
Certificate to the extent of ______________Units as to which such right is
exercisable and does hereby irrevocably constitute and appoint
___________________________, to transfer the same on the books of the Company
with full power of substitution in the premises.
___________________________________
Signature
Dated: _________________________, 199_
Notice: The signature of this assignment must correspond
with the name as it appears upon the face of this Warrant
Certificate in every particular, without alteration or
enlargement or any change whatever.
SIGNATURE GUARANTEED:
___________________________________
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