Exhibit 10:30
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. THIS WARRANT HAS BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO THE DISTRIBUTION HEREOF OR OF THE SECURITIES
ISSUABLE UPON EXERCISE HEREOF WITHIN THE MEANING OF THE SECURITIES ACT OF 1933
AND THE RULES AND REGULATIONS THEREUNDER. NEITHER THIS WARRANT NOR THE
SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY BE TRANSFERRED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF
1933 OR UPON RECEIPT BY THE COMPANY OF AN OPINION SATISFACTORY TO THE COMPANY OF
COUNSEL TO THE PROPOSED TRANSFEREE OR THE COMPANY AS TO AN EXEMPTION THEREFROM.
THIS WARRANT IS ALSO SUBJECT TO CERTAIN RIGHTS OF FIRST REFUSAL AND REPURCHASE
SET FORTH IN A SUBSCRIPTION AGREEMENT, A COPY OF WHICH IS AVAILABLE FOR
INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY.
Warrant Number:
Warrant to Subscribe for _______ Shares of Stock
STOCK PURCHASE WARRANT
To Subscribe for and Purchase Stock of
PROGENICS PHARMACEUTICALS, INC.
------------
THIS CERTIFIES that, for value received, ____________, or registered
assigns, is entitled to subscribe for and purchase from Progenics
Pharmaceuticals, Inc., a Delaware corporation (hereinafter called the
"Company"), up to ___________ Warrant Shares (as hereinafter defined) at the
Warrant Purchase Price (as hereinafter defined) which shall initially be $5.00
per share at any time during the period from the date hereof to and including
the close of business on December 8, 2000. If this Warrant is exercised prior
to the date on which the Company has completed an initial public offering (the
"IPO Date") of its Common Stock, par value $.01 per share (the "Common Stock"),
the Warrant Shares will be fully paid and nonassessable shares of Series C
Preferred Stock, $.001 par value per share, of the Company (the "Series C
Preferred Stock"). If this Warrant is exercised on or after the IPO Date, the
Warrant Shares shall be fully paid and nonassessable shares of Common Stock as
set forth in Section 5.5 herein. Any exercise of this Warrant shall be subject
to the provisions and upon the terms and conditions hereinafter set forth. This
Warrant is one of a series of Warrants issued by the Company in connection with
a private placement offering (the "Offering") pursuant to a Confidential Private
Placement Memorandum dated June 26, 1995.
Warrant Number:
Warrant Holder:
Number of Warrant Shares:
Page 2
Section 1. Exercise of Warrant. The rights represented by this Warrant
may be exercised by the holder hereof, in whole or in part (in minimum lots of
1,000 Warrant Shares or such lesser amount as is at the time unexercised), upon
the surrender of this Warrant (properly endorsed if required) at the principal
office of the Company in Tarrytown, New York, or such other office or agency of
the Company as it may designate by notice in writing to the holder hereof at the
address of such holder appearing on the books of the Company at any time within
the period above named and upon payment to it by certified or bank cashier's
check of the purchase price for the Warrant Shares issuable upon such exercise.
The Company agrees that the shares so purchased shall be deemed to be issued to
the holder hereof as the record owner of such shares as of the close of business
on the date on which this Warrant shall have been surrendered and payment made
for such shares as aforesaid. Certificates for the Warrant Shares so purchased
shall be delivered to the holder hereof within a reasonable time, not exceeding
thirty (30) days, after the rights represented by this Warrant shall have been
so exercised, and unless this Warrant has expired, a new Warrant exercisable for
the number of Warrant Shares, if any, with respect to which this Warrant shall
not then have been exercised shall also be issued to the holder hereof within
such time.
Section 2. Issuance of Shares; Reservation of Series C Preferred Stock
and Common Stock. The Company covenants and agrees that all shares which may be
issued upon the exercise of the rights represented by this Warrant will, upon
issuance, be fully paid and nonassessable and free from all taxes, liens and
charges with respect to the issue thereof (other than taxes in respect of any
transfer occurring contemporaneously with such issue). The Company further
covenants and agrees that during the period within which the rights represented
by this Warrant may be exercised, the Company will at all times have authorized,
and reserved, a sufficient number of shares of Series C Preferred Stock and
Common Stock to provide for the exercise of the rights represented by this
Warrant, and will at its expense expeditiously upon each such reservation of
shares use its best efforts to procure the listing thereof (subject to issuance
or notice of issuance) on all stock exchanges on which any stock of the Company
of the same class as the Warrant Shares are then listed.
Section 3. Payment of Taxes. The issue of stock certificates on any
exercise of this Warrant shall be made without charge to the holder of the
Warrant for any documentary stamp tax in respect of the issue thereof. The
Company shall not, however, be required to pay any documentary stamp tax or
other tax which may be payable in respect of any transfer involved in the issue
and delivery of stock in any name other than that of the holder of the Warrant
and the Company shall not be required to issue or deliver any such stock
certificate unless and until the person or persons requesting the issue thereof
shall have paid to the Company the amount of such tax or shall have established
to the reasonable satisfaction of the Company that such tax has been paid.
Section 4. Fractional Shares. The Company shall not be required to
issue certificates representing fractions of shares of Series C Preferred Stock
or Common Stock, as the
Warrant Number:
Warrant Holder:
Number of Warrant Shares:
Page 3
case may be, upon the exercise of the Warrant, but in respect of any final
fraction of a share it will make a payment in cash based on the then excess of
the market price of the Series C Preferred Stock or Common Stock, as the case
may be, over the Warrant Purchase Price. The market price shall be the last
regular day sales price of the Series C Preferred Stock or Common Stock, as the
case may be, on a national securities exchange where the Series C Preferred
Stock or Common Stock, is traded immediately prior to determination of the
market price, or, if the Series C Preferred Stock or Common Stock, is not traded
on a national securities exchange, the mean of the reported high bid and low
asked prices of the Series C Preferred Stock or Common Stock, as the case may
be, in the over-the-counter market immediately prior to such determination, or,
if not so traded, as determined in good faith by, or at the direction of, the
Board of Directors of the Company.
Section 5. Adjustments.
5.1 The term "Basic Warrant Purchase Price" with respect to any period
during which this Warrant is outstanding shall mean $5.00 per Warrant Share.
The Basic Warrant Purchase Price shall be subject to adjustment from time to
time as hereinafter provided. The term "Warrant Purchase Price" shall mean,
unless and until any such adjustment shall occur, the Basic Warrant Purchase
Price resulting from such adjustment and any other previous adjustments.
5.2 If at any time or from time to time prior to the IPO Date and during
the term of this Warrant the Company shall (i) take a record of the holders of
Series C Preferred Stock for the purpose of entitling them to receive a dividend
payable in, or other distribution of, Series C Preferred Stock or any securities
convertible into or exchangeable for Series C Preferred Stock (ii) subdivide its
outstanding shares of Series C Preferred Stock into a larger number of shares,
or (iii) combine its outstanding shares of Series C Preferred Stock into a
smaller number of shares, then the number of Warrant Shares immediately after
the happening of any such event shall be adjusted so as to consist of the number
of shares of Series C Preferred Stock that the holder hereof would own or be
entitled to receive after the happening of such event if the holder had
exercised this Warrant immediately prior to the happening of such event and, in
the event of subdivision or combination, the Warrant Purchase Price in effect
immediate prior to such event shall be proportionately decreased, in the case of
a subdivision, or increased, in the case of a combination. If the Company shall
take a record of the holders of the Series C Preferred Stock for the purpose of
entitling them to receive a dividend or distribution or subscription or purchase
rights and shall, thereafter and before the distribution thereof to
shareholders, legally abandon its plan to pay or deliver such dividend,
distribution, subscription or purchase rights, then thereafter no adjustment
shall be required by reason of the taking of such record and any such adjustment
previously made in respect thereof shall be rescinded and annulled.
5.3 If at any time or from time to time on or after the IPO Date and during
the term of this Warrant the Company shall (i) take a record of the holders of
Common Stock for the purpose of entitling them to receive a dividend payable in,
or other distribution of, Common Stock or any
Warrant Number:
Warrant Holder:
Number of Warrant Shares:
Page 4
securities convertible into or exchangeable for Common Stock (ii) subdivide its
outstanding shares of Common Stock into a larger number of shares, or (iii)
combine its outstanding shares of Common Stock into a smaller number of shares,
then the number of Warrant Shares immediately after the happening of any such
event shall be adjusted so as to consist of the number of shares of Common Stock
that the holder hereof would own or be entitled to receive after the happening
of such event if the holder had exercised this Warrant immediately prior to the
happening of such event and, in the event of subdivision or combination, the
Warrant Purchase Price in effect immediate prior to such event shall be
proportionately decreased, in the case of a subdivision, or increased, in the
case of a combination. If the Company shall take a record of the holders of
Common Stock for the purpose of entitling them to receive a dividend or
distribution or subscription or purchase rights and shall, thereafter and before
the distribution thereof to shareholders, legally abandon its plan to pay or
deliver such dividend, distribution, subscription or purchase rights, then
thereafter no adjustment shall be required by reason of the taking of such
record and any such adjustment previously made in respect thereof shall be
rescinded and annulled.
5.4 If there shall be effected any capital reorganization or
reclassification of the capital stock of the Company, or consolidation or merger
or amalgamation of the Company with another corporation, or the sale of all or
substantially all of its assets to another corporation (each such event being
hereinafter called a "Major Corporate Event") then, as a condition of such Major
Corporate Event, lawful and adequate provision shall be made whereby the holder
hereof shall thereafter have the right to purchase and receive upon the basis
and upon the terms and conditions specified in this Warrant and in lieu of the
Warrant Shares immediately theretofore purchasable and receivable upon the
exercise of the rights represented hereby, (i) such shares of stock, securities
or assets as may be issued or payable with respect to or in exchange for a
number of outstanding Warrant Shares equal to the number of Warrant Shares
immediately theretofore purchasable and receivable upon the exercise of the
rights represented hereby had such Major Corporate Event not taken place, and
(ii) if such Major Corporate Event is with any person (or any affiliate of such
person) who shall have made a purchase, tender or exchange offer which was
accepted by the holders of more than ten percent (10%) of the outstanding shares
of the class of securities then-purchasable or receivable upon the exercise of
this Warrant, the holder of this Warrant shall have been given a reasonable
opportunity then to elect to receive, either (x) the stock, securities, cash or
properties he would have received pursuant to clause (i) immediately preceding
or (y) the stock, securities, cash or properties issued to previous holders of
such securities in accordance with such offer, or the equivalent thereof. In
any such case appropriate provision shall be made with respect to the rights and
interests of the holder of this Warrant to the end that the provisions hereof
(including, without limitation, provisions for adjustment of the Warrant
Purchase Price and of the number of shares purchasable upon the exercise of this
Warrant) shall thereafter be applicable, as nearly as may be, in relation to any
shares of stock, securities or assets thereafter deliverable upon the exercise
hereof. The Company shall not effect any such Major Corporate Event, unless
prior to or simultaneously with the consummation thereof the successor
corporation (if other than the Company) resulting from such consolidation
Warrant Number:
Warrant Holder:
Number of Warrant Shares:
Page 5
or merger or amalgamation or the corporation purchasing such assets shall assume
by written instrument executed and mailed or delivered to the registered holder
hereof at the last address of such holder appearing on the books of the Company,
the obligation to deliver to such holder such shares of stock, securities or
assets as, in accordance with the foregoing provisions, such holder may be
entitled to purchase. The above provisions of this paragraph shall similarly
apply to each successive Major Corporate Event.
5.5 (a) If at any time which is prior to the IPO Date the Company shall
(i) issue any shares of Series C Preferred Stock ("Additional Series C Stock"),
(ii) issue any securities convertible into or exchangeable for Series C
Preferred Stock ("Series C Convertible Securities") or (iii) issue any warrants
or other rights to subscribe for Additional Series C Stock or Series C
Convertible Securities and the consideration per share received upon issuance of
any such Additional Series C Stock or which may at any time thereafter be
payable to the Company upon issuance of such Additional Series C Stock pursuant
to such warrants or rights or pursuant to the terms of such Series C Convertible
Securities is less than the Current Market Price (as defined below) per share of
the Series C Preferred Stock, then no adjustment to the number of Warrant Shares
shall be made, and adjustments, if any, to the number of shares of Common Stock
issuable upon exercise of the Series C Preferred Stock shall be made in
accordance with the terms of the Series C Preferred Stock.
(b) On the IPO Date, the Warrant Shares issuable upon the exercise of
this Warrant shall be adjusted so as to consist of the number of shares of
Common Stock that would be received upon conversion of the Series C Preferred
Stock that the holder hereof would own or be entitled to own if such holder had
exercised this Warrant and converted the Series C Preferred Stock received upon
exercise of this Warrant immediately prior to the IPO Date. On the IPO Date,
the Warrant Purchase Price shall be adjusted to that price determined by
multiplying the Warrant Purchase Price immediately prior to the IPO Date by a
fraction (i) the numerator of which is the number of Warrant Shares in effect
immediately prior to the IPO Date, and (ii) the denominator of which is the
newly applicable number of Warrant Shares on the IPO Date following adjustment
as set forth above in this Section 5.5(b).
5.6 If at any time which is after the IPO Date but before December 31,
1996 the Company shall (except as hereinafter provided) (i) issue any shares of
Common Stock ("Additional Common Stock"), (ii) issue any securities convertible
into or exchangeable for Common Stock ("Common Stock Convertible Securities") or
(iii) issue any warrants or other rights to subscribe for Additional Common
Stock or Common Stock Convertible Securities and the consideration per share
received upon issuance of any such Additional Common Stock (or in the case of
Common Stock Convertible Securities, the consideration per share of Common Stock
assuming such Common Stock Convertible Securities had been so converted) or
which may at any time thereafter be payable to the Company upon issuance of
Additional Common Stock pursuant to such warrants or rights is less than the
Warrant Purchase Price, then the Warrant Purchase Price shall be reduced to such
lower price. Upon such an event, the number of Warrant
Warrant Number:
Warrant Holder:
Number of Warrant Shares:
Page 6
Shares shall be adjusted to that number determined by multiplying the number of
Warrant Shares immediately prior to such adjustment by a fraction (i) the
numerator of which is the Warrant Purchase Price in effect immediately prior to
the such event, and (ii) the denominator of which is the newly applicable
Warrant Purchase Price following adjustment as set forth above in this Section
5.6.
5.7 If at any time which is after the IPO Date but after December 31, 1996
the Company shall (except as hereinafter provided) (i) issue any Additional
Common Stock, (ii) issue any Common Stock Convertible Securities or (iii) issue
any warrants and other rights to subscribe for Additional Common Stock or Common
Stock Convertible Securities and the consideration per share received upon
issuance of any such Additional Common Stock (or in the case of Common Stock
Convertible Securities, the consideration per share of Common Stock assuming
such Common Stock Convertible Securities had been so converted) or which may at
any time thereafter be payable to the Company upon issuance of Additional Common
Stock pursuant to such warrants or rights is less than the Current Market Price
per share of the Common Stock, then the Warrant Purchase Price shall be reduced
to a price determined by dividing (a) the sum of (i) the total number of shares
of Capital Stock (as defined below) outstanding immediately prior to such
issuance multiplied by the Warrant Purchase Price in effect immediately prior to
such issuance and (ii) the consideration received by the Company upon such
issuance, by (b) the number of shares of Capital Stock outstanding immediately
after such issuance. Upon such an event, the number of Warrant Shares shall be
adjusted to that number determined by a fraction (i) the numerator of which is
the Warrant Purchase Price in effect immediately prior to such event, and (ii)
the denominator of which is the newly applicable Warrant Purchase Price
following such adjustments as set forth above in this Section 5.7.
5.8 (a) "Current Market Price" per share of a security for the purposes of
any provision of this Warrant at the date herein specified shall mean the price
per share of such security on such date determined by the Board of Directors as
provided below. The Current Market Price shall be the average of the daily
closing price per share of such security for thirty (30) consecutive business
days ending no more than fifteen (15) business days before the day in question
(as adjusted for any stock dividend, split, combination or reclassification that
took effect during such 30-day period). The closing price for each day shall be
the last reported sales price regular way or, in the case no such reported sales
take place on such day, the average of the last reported bid and asked prices
regular way, in either case, on the principal national securities exchange on
which such security is listed or admitted to trading, unless such principal
national securities exchange is a regional securities exchange and such security
is also quoted on the Nasdaq Stock Market, or if not listed or admitted to
trading on a national securities exchange or if such principal securities
exchange is a regional securities exchange and such security is also quoted on
the Nasdaq Stock Market, the average of the highest bid and the lowest asked
prices quoted on the Nasdaq Stock Market, or, if not so quoted, as reported by
the National Quotation Bureau, Inc.; provided, however, that if such security is
not traded in such manner that any of the quotations referred to above is
available for the period required hereunder, the Current
Warrant Number:
Warrant Holder:
Number of Warrant Shares:
Page 7
Market Price per share of such security shall be deemed to be the fair market
value as determined by the Board of Directors in good faith, irrespective of any
accounting treatment.
(b) "Capital Stock" shall mean the Common Stock and all other capital
stock of the Company that is convertible into Common Stock. For purposes of
this Warrant, the number of shares of Capital Stock outstanding at any time
shall equal the number of shares of Common Stock outstanding plus the total
number of shares of Common Stock into which all other capital stock of the
Company outstanding at such time is convertible.
(c) To the extent that any such issuance shall be for a consideration
other than cash, then, the amount of such consideration shall be deemed to be
the fair value of such consideration at the time of such issuance as determined
in good faith by the Company's Board of Directors.
(d) If the Company takes any action after the date hereof, other than
actions described above, which would have an adverse effect upon the rights of
the holder of this Warrant, then the Warrant Purchase Price shall be adjusted in
such manner and at such time as the Company's Board of Directors shall in good
faith determine to be equitable under the circumstances.
(e) No adjustments shall be made to the number of Warrant Shares or
the Warrant Purchase Price under this Section 5.5 in respect of (1) Common Stock
or any other capital stock of the Company to be issued pursuant to the Company's
1989 Stock Option Plan, 1993 Stock Option Plan, 1993 Executive Stock Option Plan
or any other stock options or warrants granted or sold to employees,
consultants, advisors or directors of the Company relating to the provision of
services to the Company; (2) shares of Common Stock or any other capital stock
of the Company issued by the Company under provisions of the Company's
Certificate of Incorporation as from time to time in effect or by virtue of
agreements designed to protect against dilution; and (3) shares of Common Stock
or any other capital stock of the Company issued or reserved for issuance by the
Company upon conversion of any capital stock of the Company.
5.9 Upon any adjustment of the Warrant Purchase Price or the number of
Warrant Shares, then and in each such case the Company shall give written notice
thereof, by first class mail, postage prepaid, addressed to the registered
holder of this Warrant at the address of such holder as shown on the books of
the Company, which notice shall state the Warrant Purchase Price resulting from
such adjustment and/or the increase or decrease, if any, in the number of shares
purchasable upon the exercise of this Warrant, setting forth in reasonable
detail the method of calculation and the facts upon which such calculation is
based.
Warrant Number:
Warrant Holder:
Number of Warrant Shares:
Page 8
5.10 In case at any time:
(i) the Company shall pay any dividend payable in stock upon the
Class of securities then-purchasable or receivable upon the
exercise of this Warrant or make any distribution (other than
regular cash dividends out of earned surplus) to the holders of
such securities;
(ii) the Company shall offer for subscription pro rata to the holders
of the class of securities then-purchasable or receivable upon
the exercise of this Warrant any additional shares of stock of
any class or other rights;
(iii) there shall be any Major Corporate Event;
(iv) the Company shall issue Additional Series C Stock, Series C
Convertible Securities, Additional Common Stock or Common Stock
Convertible Securities; or
(v) there shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Company;
then, in any one or more of such cases, the Company shall give to the holder of
this Warrant (a) at least twenty days' prior written notice of the date on which
the books of the Company shall close or a record shall be taken for such
dividend, distribution or subscription rights or for determining rights to vote
in respect of any such reorganization, reclassification, consolidation, merger,
sale, amalgamation, dissolution, liquidation or winding up, and (b) in the case
of any such reorganization, reclassification, consolidation, merger,
amalgamation, sale, dissolution, liquidation or winding up, at least twenty
days' prior written notice of the date when the same shall take place. Such
notice in accordance with the foregoing clause (a) shall also specify, in the
case of any such dividend, distribution or subscription rights, the date on
which the holders of such securities shall be entitled thereto, and such notice
in accordance with the foregoing clause (b) shall also specify the date on which
the holders of such securities shall be entitled to exchange their securities
for securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, amalgamation, sale, dissolution,
liquidation or winding up, as the case may be. Each such written notice shall
be given by first class mail, postage prepaid, addressed to the holder of this
Warrant at the address of such holder as shown on the books of the Company.
Warrant Number:
Warrant Holder:
Number of Warrant Shares:
Page 9
Section 6. Execution of Agreement. The holder hereof agrees that upon
exercise, in whole or in part, of this Warrant, he will execute and deliver to
the Company an agreement substantially in the form of the agreement referred to
in the legend at the head of this Warrant, and the certificates representing any
securities, so acquired upon exercise may bear a legend substantially as
referred to in the aforesaid agreement and that the Company may issue
appropriate stop transfer order instructions to any and all transfer agents of
the Company's.
Section 7. No Rights as a Shareholder. The Warrant shall not entitle the
holder hereof to any rights as a stockholder of the Company, including, without
limitation, voting rights.
Section 8. Transferability. This Warrant and all rights hereunder are,
subject to the provisions of the agreement referred to in the legend at the head
of this Warrant, transferable, in whole or in part, at the office or agency of
the Company referred to in the second paragraph hereof by the holder hereof in
person or by duly authorized attorney, upon surrender of this Warrant properly
endorsed. Each taker and holder of this Warrant, by taking or holding the same,
consents and agrees that this Warrant, when endorsed in blank, shall be deemed
negotiable, and that the holder hereof, when so endorsed, may be treated by the
Company and all other persons dealing with this Warrant as the absolute owner
hereof for any purposes and as the person entitled to exercise the rights
represented by this Warrant, or to the transfer hereof on the books of the
Company, any notice to the contrary notwithstanding; but until each transfer on
such books, the Company may treat the registered holder hereof as the owner
hereof for all purposes.
Section 9. Exchange of Warrant. This Warrant is exchangeable, upon the
surrender hereof by the holder hereof at such office or agency of the Company,
for new Warrants of like tenor representing in the aggregate the right to
subscribe for and purchase the number of shares which may be subscribed for and
purchased hereunder, each of such new Warrants to represent the right to
subscribe for and purchase such number of shares as shall be designated by such
holder hereof at the time of such surrender.
Warrant Number:
Warrant Holder:
Number of Warrant Shares:
Page 10
IN WITNESS WHEREOF, Progenics Pharmaceuticals, Inc. has caused this Warrant
to be signed by its duly authorized officers under its corporate seal, and this
Warrant to be dated this 8th day of December, 1995.
ATTEST: PROGENICS PHARMACEUTICALS, INC.
------------------------ ----------------------------------
Xxxxxx X. XxXxxxxx Xxxx X. Xxxxxx, M.D., Ph.D.
Assistant Secretary President
Warrant Number:
Warrant Holder:
Number of Warrant Shares:
Page 11
[FORM OF LETTER TO EXERCISE THE WARRANTS]
SUBSCRIPTION AGREEMENT
Date__________________
To Progenics Pharmaceuticals, Inc.
The undersigned, pursuant to the provisions set forth in the within
Warrant, hereby agrees to subscribe for and purchase the number of shares of
[Series C Preferred Stock] [Common Stock] set forth below which are covered by
such Warrant, and makes payment herewith in full therefor at the price per share
provided by this Warrant.
Choose One:
---------- Exercise Warrant in full as to _______ shares.
---------- Exercise Warrant as to _______ shares and request the
issuance of a new Warrant for the balance of _______ shares.
Signature
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Print Name:
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Address:
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