SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 29th, 2023 • Soleno Therapeutics Inc • Electromedical & electrotherapeutic apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 28, 2023, between Soleno Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on Exhibit A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SOLENO THERAPEUTICS, INC. 3,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 29th, 2023 • Soleno Therapeutics Inc • Electromedical & electrotherapeutic apparatus • New York
Soleno Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 3,000,000 shares (the “Firm Shares”) of its common stock, par value $0.001 per share (the “Common Stock”). The Company also proposes to issue and sell to the several Underwriters up to an additional 450,000 shares (the “Additional Shares”) of Common Stock at the option of the Underwriters as provided in Section 2(c) below. The Firm Shares and any Additional Shares purchased by the Underwriters are referred to herein as the “Shares.” Guggenheim Securities, LLC (“Guggenheim Securities”) is acting as representative (the “Representative”) of the several Underwriters in connection with the offering and sale of the Shares contemplated herein (the “Offering”).
PREFUNDED COMMON STOCK PURCHASE WARRANT SOLENO THERAPEUTICS, INC.Warrant Agreement • September 29th, 2023 • Soleno Therapeutics Inc • Electromedical & electrotherapeutic apparatus • New York
THIS PREFUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [PURCHASER] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Soleno Therapeutics, Inc., a Delaware corporation (the “Company”), up to [XX] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
1,825,000 Shares of Common Stock Pre-Funded Warrants to Purchase 1,175,000 Shares of Common Stock Soleno Therapeutics, Inc. PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • September 29th, 2023 • Soleno Therapeutics Inc • Electromedical & electrotherapeutic apparatus • New York
