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EXHIBIT
10.1
Name:
Number:
Securities Purchase
Agreement
PRO-PHARMACEUTICALS,
INC.
2007 Private Placement of
Securities
This Securities Purchase
Agreement (“Agreement”) is made by and between
Pro-Pharmaceuticals, Inc., a Nevada corporation (the
“Company”), and the undersigned person (the
“Subscriber”) who is subscribing hereby for units of
securities of the Company at one dollar ($1.00) per Unit, each unit
comprised of (i) one share of the Company’s Series A
Convertible Preferred Stock, par value $.01 per share (the
“Preferred Stock”), (ii) a warrant exercisable for
four years at $1.50 per share to purchase one share of the
Company’s common stock, par value $.001 per share (the
“Common Stock”), and (iii) a warrant exercisable
for four years at $2.00 per share to purchase one share of Common
Stock (collectively, the “Warrants”), pursuant to
private placement offering documents of the Company comprised of
(a) the Term Sheet containing certain terms applicable to the
Units and this offering, (b) Securities Purchase Agreement,
(c) Accredited Investor Questionnaire (the “Investor
Questionnaire”), (d) form of designation certificate for
the Preferred Stock, (e) form of Warrant, and
(e) Registration Rights Agreement (collectively, the
“Offering Documents”).
In consideration of the
Company’s agreement to issue and sell to the Subscriber the
Units upon the terms and conditions set forth herein, the
Subscriber agrees and represents as follows:
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A. |
The Subscriber hereby agrees to purchase the number of Units
set forth on the signature page below at a price of $1.00 per Unit.
Simultaneously with the execution of this Purchase Agreement, the
Subscriber is paying to the Company the amount set forth on the
signature page. |
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B. |
The Subscriber hereby acknowledges receipt of the Offering
Documents delivered in “hard copy” form. |
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C. |
The Subscriber understands and acknowledges that: |
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(1) |
This subscription may be accepted or rejected in whole or in
part by the Company in its sole and absolute
discretion. |
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(2) |
This subscription is and shall be irrevocable except that the
Subscriber shall have no obligations hereunder in the event that
this subscription is for any reason rejected or this offering is
for any reason canceled. |
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(3) |
No federal or state agency has made any finding or
determination as to the fairness of this offering for investment,
nor any recommendation or endorsement of the Shares. |
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(4) |
In order to purchase Shares, the Subscriber must qualify as an
“accredited investor” as defined in Regulation D
promulgated under the Securities Act of 1933 (detailed in Exhibit A
hereto), and as evidenced by a duly completed and signed Investor
Questionnaire. |
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D. |
All pronouns used herein shall be deemed to refer to the
masculine, feminine, neuter, singular or plural as the identity/ies
of the person(s) or entity/ies may require. |
| 2. |
Representations and Warranties . The Subscriber
hereby represents, warrants and agrees that: |
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A. |
The Units are being acquired by the Subscriber solely for his
own personal account, for investment purposes only, and not with a
view to, or in connection with, any resale or distribution thereof;
the Subscriber has no contract, undertaking, understanding,
agreement or arrangement, formal or informal, with any person to
sell, transfer or pledge to any person the Units for which he
hereby subscribes, or any part, any interest therein or any rights
thereto; the Subscriber has no present plans to enter into any such
contract, undertaking, agreement or arrangement; and he understands
the legal consequences of the following representations and
warranties to mean that he must bear the economic risk of the
investment for an indefinite period of time because the Shares have
not been registered under the Securities Act of 1933, as amended
(the “Securities Act”) and applicable state securities
laws. |
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B. |
The Subscriber understands that neither the Units offered
hereby, nor the shares of Common Stock issuable as dividends upon
conversion or conversion of the Preferred Stock or upon exercise of
the Warrants (collectively, the “Underlying Shares”),
have been registered under the Securities Act or any state
securities laws and are being issued pursuant to an exemption from
the registration requirements under the Securities Act or
applicable state securities law. |
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C. |
The Subscriber understands that an investment in the Units
involves substantial risk, and has fully considered for purposes of
this investment that: |
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(1) |
this investment is suitable only for an investor who is able to
bear the economic consequences of losing his entire
investment, |
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(2) |
the purchase of the Units is a speculative investment which
involves a high degree of risk of loss by the Subscriber of his
entire investment, and |
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(3) |
there may be substantial restrictions on the transferability
of, and there will be no public market for, the Preferred Stock,
the Warrants and the Underlying Shares and, accordingly, it may not
be possible for him to liquidate his investment in such securities
in case of emergency. |
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D. |
The Subscriber’s overall commitment to investments which
are not readily marketable is not disproportionate to his net worth
and his investment in the Units will not cause such overall
commitment to become excessive. |
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E. |
The Subscriber has adequate net worth and means of providing
for his current needs and personal contingencies to sustain a
complete loss of his investment in the Preferred Stock, the
Warrants and the Underlying Shares, and is able to hold such
securities for an indefinite period of time and has no need for
liquidity in this investment in such securities. |
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F. |
The Subscriber’s investment in the Units does not exceed
25% of his net worth, or joint net worth with the
Subscriber’s spouse (excluding principal residence and
furnishings). |
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G. |
The Subscriber has such knowledge and experience in financial
and business matters the Subscriber is capable of evaluating the
merits and risks of an investment in the Units and of making an
informed investment decision. If other than an individual, the
Subscriber also represents it has not been organized for the
purpose of acquiring the Units. |
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H. |
The Subscriber has received and carefully read the Offering
Documents. The Subscriber acknowledges that the Company has
afforded him, or any person such as an attorney our accountant
acting on his behalf, the opportunity to ask questions and receive
answers from the Company concerning the terms and conditions of the
offering and to verify the accuracy of the information in the
Offering Documents and the Company has provided answers to all such
questions and provided such documents as requested. In evaluating
the suitability of an investment in the Units, the Subscriber has
not relied upon any representations or other information (whether
oral or written) other than as set forth in the Offering Documents
or as contained in answers to questions or documents so furnished
to him by the Company. |
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I. |
The
Subscriber is acquiring the Units without being furnished any
offering literature or prospectus other than the Offering Documents
and without reliance on any representations or statements that may
have been have
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been made to the
Subscriber by the Company, or any officer, employee, agent,
affiliate or subsidiary of the Company, other than any documents or
answers to questions described in the subparagraph H
above.
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J. |
The Subscriber acknowledges that the Subscriber has had an
opportunity to read and review the Company’s organizational
documents, as amended or restated, and its By-laws, as amended or
restated, and does hereby adopt and agree to be bound by
them. |
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K. |
The Subscriber has discussed or has had an opportunity to
discuss with his professional legal, tax and financial advisors the
suitability of an investment in the Company for his particular tax
and financial situation and confirms that, in making his decision
to purchase the Units hereby subscribed for, he has relied as to
legal and tax matters concerning his investment upon independent
investigation made by him, and his own professional tax and other
advisors. All information which the Subscriber has provided to the
Company concerning himself and his financial position is correct
and complete as of the date set forth below, and if there should be
any material change in such information prior to the closing of the
sale of Units, he will immediately provide such information to the
Company. |
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L. |
The Subscriber represents, warrants and agrees |
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