16,333,333 Shares of Common Stock Pre-Funded Warrants to Purchase 42,000,000 Shares of Common Stock And Warrants to Purchase 58,333,333 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 17th, 2015 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances)
Discovery Laboratories Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representative (the “Representative”) an aggregate of (A) 16,333,333 Series A Units (the “Firm Series A Units”), with each Firm Series A Unit consisting of (i) one share of the common stock, par value $0.001 per share (“Common Stock”), of the Company (a “Firm Share” and collectively, the “Firm Shares”) and (ii) one warrant to purchase one share of Common Stock (the “Firm Series A Warrant”); and (B) 42,000,000 Series B Units (the “Series B Units” and together with the Firm Series A Units, the “Firm Units”), with each Series B Unit consisting of (i) one pre-funded warrant (the “Pre-Funded Warrants”) and (ii) one warrant to purchase one share of Common Stock (the “Series B Warrant” and together with the Firm Series A Warrants, the “Firm Warrants”). The shares of Common Stock issuable upon the
