Exhibit 4.1
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY U.S. STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 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 ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
WARRANT TO PURCHASE SHARES OF COMMON STOCK
Company: | Oncorus, Inc., a Delaware corporation |
Class of Shares: | Common Stock, $0.0001 par value per share |
Number of Shares: | A number equal to 2.95% of aggregate Term Loan advances actually made to the Company divided by the Warrant Price as in effect from time to time (as such number may be adjusted from time to time in accordance with the provisions of this Warrant) |
Warrant Price: | $1.5126
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Issue Date: | April 1, 2022 |
Expiration Date: | 10 years from the Issue Date |
Loan Agreement: | This Warrant to Purchase shares of Common Stock (as amended and in effect from time to time, this “Warrant”) is issued in connection with, and as consideration for the commitments pursuant to, that certain Loan and Security Agreement of even date herewith among the Company and certain other borrowers from time to time party thereto, K2 HealthVentures LLC, as administrative agent for lender, Ankura Trust Company, LLC, as collateral agent for lenders, K2 HealthVentures LLC and any other lender from time to time party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). Capitalized terms used herein without definition, shall have the meanings set forth in the Loan Agreement. |
This WARRANT TO PURCHASE SHARES OF COMMON STOCK certifies that, for good and valuable consideration, K2 HEALTHVENTURES EQUITY TRUST LLC (together with any successor or permitted assignee or transferee of this Warrant or of any shares issued upon exercise hereof, “Holder”) is entitled to purchase the number of fully paid and non-assessable shares (the “Shares”) of the above-stated class of shares (the “Class” or “Common Stock”) of the above-named company (the “Company”) at the above-stated Warrant Price, all as set forth above and as adjusted pursuant to Section 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant.
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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 Warrant Price);
A = the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and
B = the Warrant 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 gives notice thereof to the holders of the outstanding shares of the Class.
Holder represents and warrants to 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 SHARES OF COMMON STOCK ISSUED BY THE COMPANY TO K2 HEALTHVENTURES EQUITY TRUST LLC DATED APRIL 1, 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 COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
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K2 HEALTHVENTURES LLC 855 Boylston Street, 10th Floor Boston, MA 02116 Attention: Finance and Legal Notices Email: [***]
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Notice to the Company shall be addressed as follows until Holder receives notice of a change in address:
ONCORUS, INC.
50 Hampshire Street, Suite 401
Cambridge, MA 02139
Attn: Chris German, Controller; Brian Shea, Director, Legal Counsel
Email: [***]
With a copy, not constituting notice, to:
COOLEY LLP
500 Boylston Street
Boston, MA 02116
Attn: Marc Recht, Brian Leaf, Courtney Thorne
[***]
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IN WITNESS WHEREOF, the parties have caused this Warrant to Purchase Shares of Common Stock to be executed by their duly authorized representatives effective as of the Issue Date written above.
company:
ONCORUS, INC.
By: /s/ Ted Ashburn Name: Theodore (Ted) Ashburn, M.D., Ph.D. Title: Chief Executive Officer and President |
HOLDER:
k2 healthventures equity trust llc
By: /s/ Anup Arora Name: Anup Arora Title: Founding Managing Director & CIO |
APPENDIX 1
NOTICE OF EXERCISE
[ ] check in the amount of C$________ payable to order of the Company enclosed herewith
[ ] Wire transfer of immediately available funds to the Company’s account
[ ] Cashless Exercise pursuant to Section 1.2 of the Warrant
[ ] Other [Describe] __________________________________________
Holder’s Name |
(Address) |
| HOLDER:
By: Name: Title:
Date: |