Exhibit 4.1
NEITHER THIS SECURITY NOR THE SECURITIES INTO
WHICH THIS SECURITY IS EXERCISABLE 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
SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”), AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS
SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY
MAYBE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR
OTHER LOAN SECURED BY SUCH SECURITIES.
COMMON STOCK PURCHASE
WARRANT
To
Purchase Shares
of Common Stock of
CRDENTIA
CORP.
THIS COMMON STOCK PURCHASE
WARRANT (the “ Warrant ”) certifies that, for
value received,
,
a
(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 date hereof (the “ Initial Exercise Date ”) and on
or prior to the close of business on the fifth anniversary of the
Initial Exercise Date (the “ Termination Date ”) but not
thereafter, to subscribe for and purchase from Crdentia Corp., a
Delaware corporation (the “ Company ”), up
to shares
(the “ Warrant Shares
”) of Common Stock, par value $0.001 per share, of the
Company (the “ Common
Stock ”). The purchase price of one share of
Common Stock under this Warrant shall be equal to the Exercise
Price, as defined in Section 2(b) .
Section 1.
Definitions . Capitalized terms used and not otherwise
defined herein shall have the meanings set forth in that certain
Securities Purchase Agreement (the “ Purchase Agreement ”), dated as
of July 2, 2008, among the Company and the investor
signatories thereto.
Section 2.
Exercise .
(a)
Exercise of Warrant . Exercise of the purchase rights
represented by this Warrant may be made, in whole or in part, at
any time or times on or after the Initial Exercise Date and on or
before the Termination Date by delivery to the Company (or such
other office or agency of the Company as it may designate by notice
in writing to the registered Holder at the address of such Holder
appearing on the books of the Company) of a duly executed facsimile
copy of the Notice of Exercise Form annexed hereto;
provided , however , within five Trading Days of the
date said Notice of Exercise is delivered to the Company, if this
Warrant is exercised in full, the Holder shall have surrendered
this Warrant to the Company and the Company shall
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have received payment of the aggregate Exercise
Price of the shares thereby purchased by wire transfer or
cashier’s check drawn on a United States bank.
Notwithstanding anything herein to the contrary, the Holder shall
not be required to physically surrender this Warrant to the Company
until the Holder has purchased all of the Warrant Shares available
hereunder and the Warrant has been exercised in full. Partial
exercises of this Warrant resulting in purchases of a portion of
the total number of Warrant Shares available hereunder shall have
the effect of lowering the outstanding number of Warrant Shares
purchasable hereunder in an amount equal to the applicable number
of Warrant Shares purchased. The Holder and the Company shall
maintain records showing the number of Warrant Shares purchased and
the date of such purchases. The Company shall deliver any
objection to any Notice of Exercise Form within one Business
Day of receipt of such notice. In the event of any dispute or
discrepancy, the records of the Holder shall be controlling and
determinative in the absence of manifest error. The Holder
and any assignee, by acceptance of this Warrant, acknowledge and
agree that, by reason of the provisions of this paragraph,
following the purchase of a portion of the Warrant Shares
hereunder, the number of Warrant Shares available for purchase
hereunder at any given time may be less than the amount stated on
the face hereof.
(b)
Exercise Price . The exercise price of the Common
Stock under this Warrant shall be $0.35 per share, subject to
adjustment hereunder (the “ Exercise Price ”).
(c)
Mechanics of Exercise .
i.
Authorization of Warrant Shares . The Company
covenants that all Warrant Shares which may be issued upon the
exercise of the purchase rights represented by this Warrant will,
upon exercise of the purchase rights represented by this Warrant,
be duly authorized, validly issued, fully paid and nonassessable
and free from all taxes, liens and charges in respect of the issue
thereof (other than taxes in respect of any transfer occurring
contemporaneously with such issue).
ii.
Delivery of Certificates Upon Exercise . Certificates
for shares purchased hereunder shall be transmitted by the transfer
agent of the Company to the Holder by crediting the account of the
Holder’s prime broker with the Depository Trust Company
through its Deposit Withdrawal Agent Commission (“
DWAC ”) system if the
Company is a participant in such system, and otherwise by physical
delivery to the address specified by the Holder in the Notice of
Exercise within ten Trading Days from the delivery to the Company
of the Notice of Exercise Form, surrender of this Warrant (if
required) and payment of the aggregate Exercise Price as set forth
above (“ Warrant Share
Delivery Date ”). This Warrant shall be deemed
to have been exercised on the date the Exercise Price is received
by the Company. The Warrant Shares shall be deemed to have
been issued, and Holder or any other person so designated to be
named therein shall be deemed to have become a holder of record of
such shares for all purposes, as of the date the Warrant has been
exercised by payment to the Company of the Exercise Price and all
taxes required to be paid by the Holder, if any, pursuant to
Section 2(c)(vii) prior to the issuance of such
shares, have been paid.
iii.
Delivery of New Warrants Upon Exercise . If this
Warrant shall have been exercised in part, the Company shall, at
the request of a Holder and upon
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surrender of this
Warrant, at the time of delivery of the certificate or certificates
representing the Warrant Shares, deliver to Holder a new Warrant
evidencing the rights of Holder to purchase the unpurchased Warrant
Shares called for by this Warrant, which new Warrant shall in all
other respects be identical with this Warrant.
iv.
Rescission Rights . If the Company fails to cause its
transfer agent to transmit to the Holder a certificate or
certificates representing the Warrant Shares pursuant to this
Section 2(c) by the Warrant Share Delivery Date,
then the Holder will have the right to rescind such exercise.
v.
No Fractional Shares or Scrip . No fractional shares
or scrip representing fractional shares shall be issued upon the
exercise of this Warrant. As to any fraction of a share which
Holder would otherwise be entitled to purchase upon such exercise,
the Company shall pay a cash adjustment in respect of such final
fraction in an amount equal to such fraction multiplied by the
Exercise Price,
vi.
Charges, Taxes and Expenses . Issuance of certificates
for the Warrant Shares shall be made without charge to the Holder
for any issue or transfer tax or other incidental expense in
respect of the issuance of such certificate, all of which taxes and
expenses shall be paid by the Company, and such certificates shall
be issued in the name of the Holder or in such name or names as may
be directed by the Holder; provided , however , that
in the event certificates for the Warrant Shares are to be issued
in a name other than the name of the Holder, this Warrant when
surrendered for exercise shall be accompanied by the Assignment
Form attached hereto duly executed by the Holder; and the
Company may require, as a condition thereto, the payment of a sum
sufficient to reimburse it for any transfer tax incidental
hereto.
vii.
Closing of Books . The Company will not close its
stockholder books or records in any manner which prevents the
timely exercise of this Warrant, pursuant to the terms hereof.
(d)
Call Provisions . Subject to the provisions of this
subsection (d), from time to time and at any time that the closing
bid of a share of Common Stock is traded on the Over-The-Counter
Bulletin Board (or such other of exchange or stock market on which
the Common Stock may then be listed or quoted) equal or exceeds
$0.70 (adjusted for any stock split, or reverse stock split, stock
dividend or under a classification or combination of the Common
Stock for at least thirty (30) consecutive trading days, the
Company, upon twenty (20) days prior written notice (the “
Notice Period ”)
given to the Holder, may require the Holder to exercise the Warrant
in whole or in part at the Exercise Price. In the event the
Holder shall fail to exercise the Warrant at the Exercise Price
within the Notice Period, the Company shall have the right, without
further notice to call this Warrant at a redemption price equal to
$0.01 per share of Common Stock then purchasable pursuant to this
Warrant. Notwithstanding any such notice by the Company, the
Holder shall have the right to exercise this Warrant in whole or in
part prior to the end of the Notice Period. The provisions of
this subsection (d) shall be binding upon any transferee of
the Warrant.
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Section 3.
Certain Adjustments .
(a)
Stock Dividends and Splits . If the Company, at any
time while this Warrant is outstanding: (A) pays a stock
dividend or otherwise make a distribution or distributions on
shares of its Common Stock or any other equity or equity equivalent
securities payable in shares of Common Stock (which, for avoidance
of doubt, shall not include any shares of Common Stock issued by
the Company pursuant to this Warrant), (B) subdivides
outstanding shares of Common Stock into a larger number of shares,
(C) combines (including by way of reverse stock split)
outstanding shares of Common Stock into a smaller number of shares,
or (D) issues by reclassification of shares of the Common
Stock any shares of capital stock of the Company, then in each case
the Exercise Price shall be multiplied by a fraction, the numerator
of which shall be the number of shares of Common Stock (excluding
treasury shares, if any) outstanding immediately before such event
and the denominator of which shall be the number of shares of
Common Stock outstanding immediately after such event, and the
number of shares issuable upon exercise of this Warrant shall be
proportionately adjusted. Any adjustment made pursuant to
this Section 3(a) shall become effective
immediately after the record date for the determination of
stockholders entitled to receive such dividend or distribution and
shall become effective immediately after the effective date in the
case of a subdivision, combination or re-classification.
(b)
Pro Rata Distributions . If the Company, at any time
prior to the Termination Date, shall distribute to all holders of
Common Stock (and not to Holders of the Warrants) evidences of its
indebtedness or assets (including cash and cash dividends) or
rights or warrants to subscribe for or purchase any security other
than the Common Stock, then in each such case the Exercise Price
shall be adjusted by multiplying the Exercise Price in effect
immediately prior to the record date fixed for determination of
stockholders entitled to receive such distribution by a fraction,
the denominator of which shall be the VWAP determined as of the
record date mentioned above and the numerator of which shall be
such VWAP on such record date less the then per share fair market
value at such record date of the portion of such assets or evidence
of indebtedness so distributed applicable to one outstanding share
of the Common Stock as determined by the Board of Directors in good
faith. In either case the adjustments shall be described in a
statement provided to the Holder of the portion of assets or
evidences of indebtedness so distributed or such subscription
rights applicable to one share of Common Stock. Such
adjustment shall be made whenever any such distribution is made and
shall become effective immediately after the record date mentioned
above.
(c)
Fundamental Transaction . If, at any time while this
Warrant is outstanding, (A) the Company effects any merger or
consolidation of the Company with or into another Person,
(B) the Company effects any sale of all or substantially all
of its assets in one or a series of related transactions,
(C) any te
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