Exhibit 4.4
AMENDMENT NO. 1 TO
WARRANT
TO
PURCHASE STOCK
THIS AMENDMENT NO. 1
TO WARRANT TO PURCHASE STOCK (this “ Amendment
”) is entered into as of the 19 th day of February 2009, by and
between ARCA biopharma, Inc., a Delaware corporation (f/k/a Nuvelo,
Inc.) and SVB Financial Group.
Recitals
A. The Holder was previously issued
a Warrant to Purchase Stock dated as of July 17, 2007 (the
“ Warrant ”). Capitalized terms used in this
Amendment, but not otherwise defined in this Amendment, shall have
the meanings assigned to them in the Warrant.
B. Dawn Acquisition Sub, Inc., a
Delaware corporation and wholly-owned subsidiary of ARCA biopharma,
Inc., a Delaware corporation (f/k/a Nuvelo, Inc.), was merged with
and into ARCA biopharma Colorado, Inc., a Delaware corporation
(f/k/a ARCA biopharma, Inc. and ARCA Discovery, Inc.) (the “
Merger ”).
C. The Holder and ARCA biopharma,
Inc., a Delaware corporation (f/k/a Nuvelo, Inc.) desire to amend
the Warrant to reflect the closing of the Merger, the exchange of
the common stock of the Company (as defined below) for the common
stock of ARCA biopharma Colorado, Inc., a Delaware corporation
(f/k/a ARCA biopharma, Inc. and ARCA Discovery, Inc.) and
assumption of the Warrant as required by Section 1.6.2(d) of
the Warrant in connection with the closing of the
Merger.
Amendments
1. The Warrant Price shall be $14.61
per share, subject to adjustment after the date of this Amendment
in accordance with the terms of the Warrant.
2. The Number of Shares shall be
6,475, subject to adjustment after the date of th
