NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Convertible Security Agreement • December 1st, 2022 • Theralink Technologies, Inc. • Pharmaceutical preparations • Nevada
THIS 10.0% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 10.0% Original Issue Discount Senior Secured Convertible Debentures of Theralink Technologies, Inc., a Nevada corporation (the “Company”), having a place of business at 15000 West 6th Avenue, Suite 400, Golden, Colorado 80401, designated as its 10.0% Original Issue Discount Senior Secured Convertible Debenture due ________ [__]2, 2023 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECURITY AGREEMENTSecurity Agreement • December 1st, 2022 • Theralink Technologies, Inc. • Pharmaceutical preparations • Nevada
This SECURITY AGREEMENT, dated as of November 29, 2022 (this “Agreement”), is among Theralink Technologies, Inc., a Nevada corporation (the “Debtor” or the “Company”), the holders of the 10.0% Original Issue Discount Senior Secured Convertible Debentures issued by the Company in the original aggregate principal amount of up to $[_____] (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”), and Cavalry Fund I Management LLC, a Delaware limited liability company, in its capacity as Agent (as defined below).
COMMON STOCK PURCHASE WARRANT THERALINK TECHNOLOGIES, INC.Security Agreement • December 1st, 2022 • Theralink Technologies, 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 earlier of the Maturity Date of the Debenture issued to Holder or the closing of a Qualified Offering (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____], 20281 (if no Qualified Offering has been consummated on or prior to the Maturity Date of the Debentures) or the date that is five years and six months following the closing of the Qualified Offering (such applicable date, the “Termination Date”) but not thereafter, to subscribe for and purchase from Theralink Technologies, Inc., a Nevada corporation (the “Company”), up to ______2 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant s
JOSEPH GUNNAR & CO., LLCPlacement Agency Agreement • December 1st, 2022 • Theralink Technologies, Inc. • Pharmaceutical preparations • New York
This Placement Agency Agreement will confirm our agreement that Theralink Technologies, Inc. (the “Company”) has engaged Joseph Gunnar & Co., LLC (“Gunnar” or “Placement Agent”) to act as its exclusive placement agent with respect effectuating an offering of its securities for the offering period described below (the “Term”). For purposes of this agreement, the term “Offering” means a private placement pursuant to which the Company will be offering a minimum of $2,750,000 in principal amount (“Minimum Amount”) and up to a maximum of $6,600,000 in principal amount (“Maximum Amount”) of Debentures and Warrants; provided, however, that upon the written consent of the Company and the Placement Agent, the Maximum Amount shall be adjusted upward to an aggregate of $8,000,000 in principal amount of Debentures. Based on the 10.0% Original Issue Discount on the Debentures, gross proceeds in cash payments from investors shall be $2,500,000 on the Minimum Amount and $6,000,000 on the Maximum Amou
