Exhibit 4.1
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 6.3 AND 6.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
WARRANT TO PURCHASE STOCK
This WARRANT TO PURCHASE STOCK (as amended and in effect from time to time, this “Warrant”) is issued as of the issue date set forth on Schedule I hereto (the “Issue Date”) by the company set forth on Schedule I hereto (the “Company”) to SILICON VALLEY BANK in connection with that certain Joinder and First Amendment, of even date herewith, to that certain Loan and Security Agreement dated April 13, 2021, among Silicon Valley Bank, the Company and the other borrower parties named therein (collectively, and as may be further amended and/or modified and in effect from time to time, the “Loan Agreement”), and shall be transferred to SVB FINANCIAL GROUP pursuant to Section 6.4 below. The parties agree as follows:
SCHEDULE I. WARRANT PROVISIONS.
Warrant Section | Warrant Provision |
Recitals – “Issue Date” | June 27, 2022 |
Recitals – “Company” | DiCE Therapeutics, Inc., a Delaware corporation |
1.1 – “Class” | Common Stock, $0.0001 par value per share |
1.1 – “Exercise Price” | $14.43 per Share |
1.2 – “Initial Shares” | 42,349 |
1.3 – “Additional Shares” | 21,174 |
1.3 – Condition for exercisability of Additional Shares | The making (if any) of the first 2022 Term B Loan Advance (as defined in the Loan Agreement) to the Borrower (as defined in the Loan Agreement) in any amount. |
6.1(a) – “Expiration Date” | June 26, 2032 |
X = Y(A-B)/A
where:
X = the number of Shares to be issued to Holder;
Y = the number of Shares with respect to which this Warrant is being exercised (inclusive of
the Shares surrendered to the Company in payment of the aggregate Exercise Price);
A = the fair market value (as determined pursuant to Section 2.3 below) of one Share; and
B = the Exercise Price.
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then, in connection with each such event, the Company shall give Holder notice thereof at the same time and in the same manner as it notifies holders of the outstanding shares of the Class thereof.
Holder represents and warrants to, and agrees with, the Company as follows:
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THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN THAT CERTAIN WARRANT TO PURCHASE STOCK ISSUED BY THE ISSUER TO SILICON VALLEY BANK DATED JUNE 27, 2022, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
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SVB Financial Group
Attn: Warrants
80 East Rio Salado Parkway, Suite 600
Tempe, AZ 85281
Telephone: (480) 557-4900
Email: SVBFGWarrants@svb.com
All notices to the Company shall be addressed as follows until Holder receives notice of a change in address:
DiCE Therapeutics, Inc.
Attn: Chief Financial Officer
279 East Grand Avenue, Suite 300
South San Francisco, CA 94080
Telephone: (650) 566-1420
Email:
With a copy (which shall not constitute notice) to:
Fenwick & West LLC
555 California Street
San Francisco, CA 94104
Attn: Matthew Rossiter
Email: mrossiter@fenwick.com
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[Signature page follows]
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IN WITNESS WHEREOF, the parties have caused this Warrant To Purchase Stock to be executed by their duly authorized representatives effective as of the Issue Date written above.
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| COMPANY: |
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DICE THERAPEUTICS, INC. |
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| By: | /s/Scott Robertson |
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| Name: Scott Robertson
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HOLDER: |
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SILICON VALLEY BANK |
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| By: | /s/Peter Sletteland |
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| Name: Peter Sletteland
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