EXHIBIT 4.1
PLURISTEM THERAPEUTICS INC.
COMMON STOCK PURCHASE WARRANT
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Warrant No.:
20080922
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Original Issue
Date: September 22, 2008
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Initial Holder:
Bangor Holdings Ltd.
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No. of Shares
Subject to Warrant: 675,000
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Exercise Price
Per Share: $1.90
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Expiration
Time: 10 a.m., New York time, on September 21, 2013 (subject to
acceleration as provided herein)
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Pluristem
Therapeutics Inc., a Nevada corporation (the
“Company”), hereby certifies that, for value received,
the Initial Holder shown above, or its permitted registered assigns
(the “Holder”), is entitled to purchase from the
Company up to the number of shares of its common stock shown above
(the “Common Stock”) (each such share, a “Warrant
Share” and all such shares, the “Warrant Shares”)
at the exercise price shown above (as may be adjusted from time to
time as provided herein, the “Exercise Price”), at any
time and from time to time on or after the Original Issue Date
shown above and through and including the expiration time shown
above (the “Expiration Time”), and subject to the
following terms and conditions:
This
Warrant is being issued pursuant to a Securities Purchase
Agreement, dated September 22, 2008 (the “Subscription
Agreement”), by and between the Company and the Initial
Holder. The original issuance of the Warrant by the Company
pursuant to the Subscription Agreement and the exercise thereof has
been registered pursuant to a Registration Statement on
Form S-3 (File No. 333-151761) (the “Registration
Statement”).
1.
Definitions . In
addition to the terms defined elsewhere in this Warrant,
capitalized terms that are not otherwise defined herein have the
meanings given to such terms in the Subscription
Agreement.
2.
List of Warrant
Holders . The Company shall register this Warrant, upon
records to be maintained by the Company for that purpose (the
“Warrant Register”), in the name of the record Holder
(which shall include the Initial Holder or, as the case may be, any
registered assignee to which this Warrant is permissibly assigned
hereunder from time to time). The Company may deem and treat
the registered Holder of this Warrant as the absolute owner hereof
for the purpose of any exercise hereof or any distribution to the
Holder, and for all other purposes, absent actual notice to the
contrary.
3.
List of Transfers; Restrictions on Transfer . The Company
shall register any transfer of all or any portion of this Warrant
in the Warrant Register, upon surrender of this Warrant, with the
Form of Assignment attached hereto duly completed and signed, to
the Company at its address specified herein. Upon any such
registration or transfer, a new Warrant to purchase Common Stock,
in substantially the form of this Warrant (any such new Warrant, a
“New Warrant”), evidencing the portion of this Warrant
so transferred shall be issued to the transferee and a New Warrant
evidencing the remaining portion of this Warrant not so
transferred, if any, shall be issued to the transferring Holder.
The acceptance of the New Warrant by the transferee thereof shall
be deemed the acceptance by such transferee of all of the rights
and obligations in respect of the New Warrant that the Holder has
in respect of this Warrant.
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4.
Exercise and Duration of Warrant .
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(a)
All or any part of this
Warrant shall be exercisable by the registered Holder in any manner
permitted by Section 10 of this Warrant at any time and from
time to time on or after the Original Exercisability Date and
through and including the Expiration Time. Subject to Section 11
hereof, at the Expiration Time, the portion of this Warrant not
exercised prior thereto shall be and become void and of no value
and this Warrant shall be terminated and shall no longer be
outstanding.
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(b)
The Holder may exercise
this Warrant by delivering to the Company (i) an exercise notice,
in the form attached hereto (the “Exercise Notice”),
completed and duly signed, and (ii) if such Holder is not utilizing
the cashless exercise provisions set forth in this Warrant, payment
of the Exercise Price for the number of Warrant Shares as to which
this Warrant is being exercised. The date such items are
delivered to the Company (as determined in accordance with the
notice provisions hereof) is an “Exercise Date .” The
Holder shall not be required to deliver the original Warrant in
order to effect an exercise hereunder, but if it is not so
delivered then such exercise shall constitute an agreement by the
Holder to deliver the original Warrant to the Company as soon as
practicable thereafter. Execution and delivery of the
Exercise Notice shall have the same effect as cancellation of the
original Warrant and issuance of a New Warrant evidencing the right
to purchase the remaining number of Warrant Shares.
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5.
Delivery of Warrant Shares .
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(a)
Upon exercise of this
Warrant, the Company shall promptly (but in no event later than
three (3) Trading Days after the Exercise Date) issue or cause to
be issued and cause to be delivered to or upon the written order of
the Holder and in such name or names as the Holder may designate, a
certificate for the Warrant Shares issuable upon such exercise,
free of restrictive legends. “Trading Day” shall mean a
date on which the Company’s Common Stock trades on its
principal trading market. The Holder, or any Person permissibly so
designated by the Holder to receive Warrant Shares, shall be deemed
to have become the holder of record of such Warrant Shares as of
the Exercise Date. The Company shall, upon the written
request of the Holder, use its best efforts to deliver, or cause to
be delivered, Warrant Shares hereunder electronically through the
Depository Trust and Clearing Corporation or another established
clearing corporation performing similar functions, if available;
provided, that, the Company may, but will not be required
to, change its transfer agent if its current transfer agent cannot
deliver Warrant Shares electronically through the Depository Trust
and Clearing Corporation. If as of the time of exercise the
Warrant Shares constitute restricted or control securities, the
Holder, by exercising, agrees not to resell them except in
compliance with all applicable securities laws.
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(b)
To the extent permitted
by law, the Company’s obligations to issue and deliver
Warrant Shares in accordance with the terms hereof are absolute and
unconditional, irrespective of any action or inaction by the Holder
to enforce the same, any waiver or consent with respect to any
provision hereof, the recovery of any judgment against any Person
or any action to enforce the same, or any setoff, counterclaim,
recoupment, limitation or termination, or any breach or alleged
breach by the Holder or any other Person of any obligation to the
Company or any violation or alleged violation of law by the Holder
or any other Person, and irrespective of any other circumstance
that might otherwise limit such obligation of the Company to the
Holder in connection with the issuance of Warrant Shares. Nothing
herein shall limit a Holder’s right to pursue any other
remedies available to it hereunder, at law or in equity including,
without limitation, a decree of specific performance and/or
injunctive relief with respect to the Company’s failure to
timely deliver certificates representing shares of Common Stock
upon exercise of the Warrant as required pursuant to the terms
hereof.
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6.
Charges, Taxes and Expenses . Issuance and delivery of
certificates for shares of Common Stock upon exercise of this
Warrant shall be made without charge to the Holder for any issue or
transfer tax, withholding tax, transfer agent fee or other
incidental tax or expense in respect of the issuance of such
certificates, all of which taxes and expenses shall be paid by the
Company; provided, however, that the Company shall not be
required to pay any tax that may be payable in respect of any
transfer involved in the registration of any certificates for
Warrant Shares or the Warrants in a name other than that of the
Holder. The Holder shall be responsible for all other tax liability
that may arise as a result of holding or transferring this Warrant
or receiving Warrant Shares upon exercise hereof.
7.
Replacement of
Warrant . If this Warrant is mutilated, lost, stolen or
destroyed, the Company shall issue or cause to be issued in
exchange and substitution for and upon cancellation hereof, or in
lieu of and substitution for this Warrant, a New Warrant, but only
upon receipt of evidence reasonably satisfactory to the Company of
such loss, theft or destruction and customary and reasonable
indemnity, if requested. Applicants for a New Warrant under such
circumstances shall also comply with such other reasonable
regulations and procedures and pay such other reasonable
third-party costs as the Company may prescribe. If a New Warrant is
requested as a result of a mutilation of this Warrant, then the
Holder shall deliver such mutilated Warrant to the Company as a
condition precedent to the Company’s obligation to issue the
New Warrant.
8.
Reservation of
Warrant Shares . The Company covenants that it will at all
times reserve and keep available out of the aggregate of its
authorized but unissued and otherwise unreserved Common Stock,
solely for the purpose of enabling it to issue Warrant Shares upon
exercise of this Warrant as herein provided, the number of Warrant
Shares that are then issuable and deliverable upon the exercise of
this entire Warrant, free from preemptive rights or any other
contingent purchase rights of persons other than the Holder (taking
into account the adjustments and restrictions of Section 9). The
Company covenants that all Warrant Shares so issuable and
deliverable shall, upon issuance and the payment of the applicable
Exercise Price in accordance with the terms hereof, be duly and
validly authorized, issued and fully paid and
nonassessable.
9.
Certain Adjustments;
Termination Under Certain Circumstances . The Exercise Price
and number of Warrant Shares issuable upon exercise of this Warrant
are subject to adjustment from time to time as set forth in this
Section 9.
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(a)
Stock Dividends and
Splits . If the Company, at any time while this Warrant is
outstanding, (i) pays a stock dividend on its Common Stock or
otherwise makes a distribution on any class of capital stock that
is payable in shares of Common Stock, (ii) subdivides outstanding
shares of Common Stock into a larger number of shares, or (iii)
combines outstanding shares of Common Stock into a smaller number
of shares, then in each such case the Exercise Price shall be
multiplied by a fraction of which the numerator shall be the number
of shares of Common Stock outstanding immediately before such event
and of which the denominator shall be the number of shares of
Common Stock outstanding immediately after such event. Any
adjustment made pursuant to clause (i) of this paragraph shall
become effective immediately after the record date for the
determination of stockholders entitled to receive such dividend or
distribution, and any adjustment pursuant to clause (ii) or (iii)
of this paragraph shall become effective immediately after the
effective date of such subdivision or combination.
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(b)
Pro Rata Distributions . If the Company, at any time
while this Warrant is outstanding, distributes to all holders of
Common Stock for no consideration (i) evidences of its
indebtedness, (ii) any security (other than a distribution of
Common Stock covered by the preceding paragraph), (iii) rights or
warrants to subscribe for or purchase any security, or (iv) any
other asset besides cash (in each case, “Distributed
Property”), then either upon any exercise of this Warrant
that occurs after the record date fixed for determination of
stockholders entitled to receive such distribution or, at the
option of the Company, concurrently with such distribution, the
Holder shall be entitled to receive, in addition to the Warrant
Shares otherwise issuable upon such exercise (if applicable), the
Distributed Property that such Holder would have been entitled to
receive in respect of such number of Warrant Shares had the Holder
been the record holder of such Warrant Shares immediately prior to
such record date.
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(c)
Fundamental
Transactions . As used herein, “Fundamental
Transaction” means at any time while this Warrant is
outstanding (i) the Company effects any merger of the Company
with another Person, in which the shareholders of the Company
immediately prior to the transaction own immediately after the
transaction less than a majority of the outstanding stock of the
successor entity, or its parent if applicable, (ii) the Company
effects any sale of all or substantially all of its assets in one
or a series of related transactions, (iii) any tender offer or
exchange offer approved
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