COMMON STOCK PURCHASE WARRANT NOVAN, INC.Common Stock Purchase Warrant • June 10th, 2022 • Novan, Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ____________ 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 Closing Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ________ (the “Termination Date”) but not thereafter, to subscribe for and purchase from Novan, Inc., a Delaware corporation (the “Company”), up to __________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT NOVAN, INC.Pre-Funded Common Stock Purchase Warrant • June 10th, 2022 • Novan, Inc. • Pharmaceutical preparations
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ____________ 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 Closing Date (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Novan, Inc., a Delaware corporation (the “Company”), up to __________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 10th, 2022 • Novan, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 9, 2022, between Novan, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).
NOVAN, INC. 5,261,311 Units, Each Consisting of One Share of Common Stock (or Pre-Funded Warrant in lieu thereof) and a Warrant to Purchase One Share of Common Stock PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • June 10th, 2022 • Novan, Inc. • Pharmaceutical preparations • New York
Subject to the terms and conditions herein (this “Agreement”) Novan, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of (i) 5,261,311 (the “Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”) or pre-funded warrants to purchase Shares of Common Stock (the “Pre-Funded Warrants”) in lieu thereof and (ii) warrants (the “Warrants”) to purchase up to an aggregate of 5,261,311 shares of Common Stock (the “Warrant Shares”) directly to various purchasers (each, a “Purchaser” and, collectively, the “Purchasers”) through Oppenheimer & Co. Inc., as Placement Agent (the “Placement Agent”). This Agreement and the documents executed and delivered by the Company and the Purchasers in connection with the Offering (as defined below), including, without limitation, a securities purchase agreement (the “Purchase Agreement”), shall be collectively referred to herein as the “Transaction Documents.” The shares of Common Stock issuabl
