Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Capital Markets, division of Benchmark Investments, Inc. (“Holder”), as registered owner of this Purchase Warrant, Digital Brands Group, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the ”Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 shares of common stock of the Company, par value $0.0001 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 per Share ; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [ ], the date on which the Registration Statement on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 3 contracts
Sources: Underwriting Agreement (Digital Brands Group, Inc.), Underwriting Agreement (Digital Brands Group, Inc.), Underwriting Agreement (Digital Brands Group, Inc.)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Capital MarketsE▇ ▇▇▇▇▇▇, division of Benchmark Investments, Inc. LLC (“Holder”), as registered owner of this Purchase Warrant, Digital Brands Group, Inc.Warrant issued by T20 Holdings Ltd., a Delaware corporation Singapore incorporated public company limited by shares (the “Company”), the Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the ”Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 shares of common stock [__________] Ordinary Shares of the Company, no par value $0.0001 per share (the “Ordinary Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [__________] per Share Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Ordinary Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [ ], 2022, the date on which the Registration Statement on Form S-1 F-1 (File No. 333- 255193333-266102) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 3 contracts
Sources: Underwriting Agreement (T20 Holdings Ltd.), Underwriting Agreement (T20 Holdings Ltd.), Underwriting Agreement (T20 Holdings Pte. Ltd.)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid services rendered by or on behalf of Kingswood Capital MarketsJ▇▇▇▇▇ ▇▇▇▇▇▇ & Co., division of Benchmark Investments, Inc. LLC (“Holder”), as registered owner of this Purchase Warrant, Digital Brands Groupto Advanced Inhalation Therapies (AIT) Ltd., Inc., a Delaware an Israeli corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________2017] [DATE THAT IS SIX MONTHS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________2021] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the ”Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [____] ordinary shares of common stock of the Company, no par value $0.0001 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [___] per Share [125% of the price of the Shares included in the Firm Units sold in the Offering]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [ ], the date on which the Registration Statement on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 3 contracts
Sources: Underwriting Agreement (Advanced Inhalation Therapies (AIT) Ltd.), Underwriting Agreement (Advanced Inhalation Therapies (AIT) Ltd.), Underwriting Agreement (Advanced Inhalation Therapies (AIT) Ltd.)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by the payment of $100.00 and for other good and value consideration, Aegis Capital Corp. or on behalf of Kingswood Capital Markets, division of Benchmark Investments, Inc. its assigns (“Holder”), as registered owner of this Purchase Warrant, Digital Brands Groupto InterCloud Systems, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Date”), and at or before 5:00 p.m.5:00p.m., Eastern time, [____________] [DATE THAT IS FIVE FOUR YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the ”Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [____] shares of common stock of the Company, par value $0.0001 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [___] per Share [125% of the price of the Shares sold in the Offering]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [ ], the date on which the Registration Statement on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 3 contracts
Sources: Underwriting Agreement (Intercloud Systems, Inc.), Underwriting Agreement (Intercloud Systems, Inc.), Underwriting Agreement (Intercloud Systems, Inc.)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid pursuant to that certain Underwriting Agreement by or and between MED EIBY HOLDING CO., LIMITED, a Cayman Islands exempted company with limited liability (the “Company”), on behalf of Kingswood Capital Marketsone hand, division of Benchmark Investmentsand Boustead Securities, Inc. LLC (the “Holder”), on the other hand, dated __, 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, Digital Brands Group, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] , 2023 (the “Commencement Exercise Date”), and at or before 5:00 p.m., Eastern time, [on ____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] , 2028 (the ”“Expiration Date”, which date shall be no more than five years from the commencement of sales of the initial public offering pursuant to the Underwriting Agreement), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 _____ordinary shares of common stock (the “Shares”) of the Company, with $0.000002 par value $0.0001 per ordinary share (the “Ordinary Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 ___ per Share Ordinary Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Ordinary Share and the number of Ordinary Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise priceprice as a result of the events set forth in Section 6 below, depending on the context. The term “Effective Date” Capitalized terms not defined herein shall mean [ ], have the date on which meaning ascribed to them in the Registration Statement on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange CommissionUnderwriting Agreement.
Appears in 3 contracts
Sources: Purchase Warrant Agreement (MED EIBY Holding Co., LTD), Purchase Warrant Agreement (MED EIBY Holding Co., LTD), Purchase Warrant Agreement (MED EIBY Holding Co., LTD)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid pursuant to that certain Underwriting Agreement by or and between Northann Corp., a Nevada corporation (the “Company”), on behalf of Kingswood the one hand, and Craft Capital MarketsManagement, division of Benchmark Investments, Inc. LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, Digital Brands Group, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from the date that is six months from [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] ●], 2023 (the “Commencement Exercise Date”), and at or before 5:00 p.m., Eastern time, on [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] ●], 2028, (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 such number of shares of common stock of the Company, par value $0.0001 0.001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [●] per Share share of Common Stock (which is equal to one hundred and twenty-five percent (125%) of the price of the shares of Common Stock sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share share of Common Stock and the number of Shares shares of Common Stock to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise priceprice as a result of the events set forth in Section 6 below, depending on the context. The term “Effective Date” Capitalized terms not defined herein shall mean [ ], have the date on which meaning ascribed to them in the Registration Statement on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange CommissionUnderwriting Agreement.
Appears in 3 contracts
Sources: Underwriting Agreement (Northann Corp.), Underwriting Agreement (Northann Corp.), Underwriting Agreement (Northann Corp.)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Aegis Capital Markets, division of Benchmark Investments, Inc. Corp. (the “Holder”), as registered owner of this Purchase Warrant, Digital Brands Groupto BioRestorative Therapies, Inc., a Delaware corporation (the “Company”), the Holder is entitled, at any time or from time to time from [________________] [DATE •][DATE THAT IS SIX MONTHS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________•] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [•] shares of common stock of the Company, par value $0.0001 0.001 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to closeclose in New York, New York, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [•] per Share [125% of the price of the Shares sold in the Offering]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [ ], This Purchase Warrant and each Purchase Warrant subsequently issued pursuant to the date on terms hereof which the Registration Statement on Form S-1 (File No. 333- 255193) represents all or any portion of the Company was declared effective interests represented by this Purchase Warrant, whether directly or indirectly, in each case to the Securities extent such Purchase Warrant remains outstanding, is part of a series of one or more purchase warrants (the “Purchase Warrants”) which collectively entitle the holders thereof to subscribe for, purchase and Exchange Commissionreceive up to [•] Shares, subject to adjustment following the exercise of any of the Purchase Warrants (the holders of the Purchase Warrants or the Shares underlying the Purchase Warrants are collectively referred to herein as the “Purchase Warrant Holders”).
Appears in 3 contracts
Sources: Underwriting Agreement (BioRestorative Therapies, Inc.), Underwriting Agreement (BioRestorative Therapies, Inc.), Underwriting Agreement (BioRestorative Therapies, Inc.)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood for value received, [CMB International Capital MarketsLimited/The Benchmark Company, division of Benchmark Investments, Inc. LLC] (“Holder”), as registered owner of this Purchase Warrant, Digital Brands Groupto DDC Enterprise Limited, Inc., a Delaware corporation an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), Holder is entitled, at any time or from time to time from beginning [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] ●], 20233 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] ●], 20284 (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 shares of common stock [●] shares5 (the “Shares”) designated as Class A ordinary share of the Company, par value $0.0001 US$0.016 per share (the “Class A Ordinary Shares”), subject to adjustment as provided in Section 6 5 hereof. If the Expiration Date is a day on which banking institutions in New York, New York are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 US$[●]6 per Share Share; provided, however, that upon the occurrence of any of the events specified in Section 6 5 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [ ], 1 Date that is 180 days following the date on which the Registration Statement on Form S-1 (File No. 333- 255193) of commencement of sales of the Company was declared effective by offering. 2 Date that is five years from the Securities and Exchange Commissiondate of commencement of sales of the offering. 3 The date that is the closing date of the Company’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offering.
Appears in 3 contracts
Sources: Underwriting Agreement (DDC Enterprise LTD), Purchase Warrant Agreement (DDC Enterprise LTD), Purchase Warrant Agreement (DDC Enterprise LTD)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Aegis Capital Markets, division of Benchmark Investments, Inc. Corp. (“Holder”), as registered owner of this Purchase Warrant, Digital Brands Groupto Trovagene, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________[ ] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE ONE YEAR AFTER DATE OF THE OFFERINGPROSPECTUS] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________[ ] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE AFTER DATE OF THE OFFERINGPROSPECTUS] (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [ ] shares of common stock of the Company, par value $0.0001 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this the Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [ ] per Share [125% of the price of the Shares sold in the Offering]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [ ], the date on which the Registration Statement on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 3 contracts
Sources: Underwriting Agreement (TrovaGene Inc.), Underwriting Agreement (TrovaGene Inc.), Representative’s Warrant Agreement (TrovaGene Inc.)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Capital Markets▇▇ ▇▇▇▇▇▇, division of Benchmark Investments, Inc. (“HolderLLC(“Holder”), as registered owner of this Purchase Warrant, Digital Brands Group, Inc.1847 Holdings LLC, a Delaware corporation limited liability company (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [____]3 common shares of common stock of the Company, par value $0.0001 per share Company (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [●] [125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] per Share Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [ [________], 2022, the date on which the Registration Statement on Form S-1 (File No. 333- 255193333-259011) of the Company (“Registration Statement”) was declared effective by the Securities and Exchange Commission (“Commission”). This Purchase Warrant and the Shares exercisable hereby have been registered with the Commission on the Registration Statement and are thus freely tradeable.
Appears in 2 contracts
Sources: Underwriting Agreement (1847 Holdings LLC), Underwriting Agreement (1847 Holdings LLC)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Capital Markets, division of Benchmark Investments, Inc. [●] (“Holder”), as registered owner of this Purchase Warrant, Digital Brands Groupto SU Group Holdings Limited, Inc., a Delaware corporation an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), Holder is entitled, at any time or from time to time from beginning [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] ●], 2024 (the “Commencement Date”), and ending at or before 5:00 p.m., Eastern time, [____________] ●], 2028, which will be the fifth anniversary of the effective date of the Company’s Registration Statement on Form F-1 (File No. 333-[DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] ●]) (such date, the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 shares of common stock [●] (the “Shares”) of the Company’s ordinary shares, par value $0.0001 HK$0.01 per share (the “Ordinary Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [●] per Share Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The adjustment to the exercise price will be made either according to the specified criteria or to the nominal value of the Share at the time of issuance, whichever is higher. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [ ], the date on which the Registration Statement on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 2 contracts
Sources: Underwriting Agreement (SU Group Holdings LTD), Purchase Warrant Agreement (SU Group Holdings LTD)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Aegis Capital Markets, division of Benchmark Investments, Inc. Corp. (“Holder”), as registered owner of this Purchase Warrant, Digital Brands Groupto PLASMATECH BIO PHARMACEUTICALS, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the ”Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [____] shares of common stock of the Company, par value $0.0001 0.01 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [___] per Share [125% of the price of the Shares sold in the Offering]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [ ], the date on which the Registration Statement on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 2 contracts
Sources: Underwriting Agreement (Plasmatech Biopharmaceuticals Inc), Underwriting Agreement (Plasmatech Biopharmaceuticals Inc)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between., Fuqin Fintech Limited, a Cayman Islands limited liability company (the “Company”) and Boustead Securities, LLC (“Boustead”), as the Underwriter, dated [●], 2018 (the “Underwriting Agreement”), Boustead (in consideration of funds duly paid by such capacity with its permitted successors or on behalf of Kingswood Capital Marketsassigns, division of Benchmark Investments, Inc. (the “Holder”), as registered owner of this Purchase Warrant, Digital Brands Group, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [______________●], 20[__] (the “Exercise Date”) [THE DATE THAT IS SIX MONTHS FROM 180 DAYS AFTER THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Date”)], and at or before 5:00 p.m., Eastern time, [____________●], 20[ ] [DATE THAT IS FIVE THREE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [●] shares of common stock Ordinary Shares of the Company, par value $0.0001 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [●] per Share (125% of the price of the Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The Any term “Effective Date” not defined herein shall mean [ ], have the date on which meaning ascribed thereto in the Registration Statement on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange CommissionUnderwriting Agreement.
Appears in 2 contracts
Sources: Underwriting Agreement (Fuqin Fintech LTD), Underwriting Agreement (Fuqin Fintech LTD)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Capital Markets, division of Benchmark Investments, Inc. [●] (“Holder”), as registered owner of this Purchase Warrant, Digital Brands Group, Inc.EPWK Holdings Ltd., a Delaware corporation Cayman Islands exempted company (the “Company”), Holder is entitled, at any time or from time to time from [________________] ●], [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE COMMENCEMENT OF SALES OF THE OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] ●], [DATE THAT IS FIVE THREE YEARS FROM THE EFFECTIVE DATE COMMENCEMENT OF SALES OF THE OFFERING] (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [●] Class A ordinary shares of common stock of the Company, par value $0.0001 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [●] per Share Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [ [●], 2024, the date on which the Registration Statement on Form S-1 F-1 (File No. 333- 255193[●]) of the Company was declared effective by the U.S. Securities and Exchange Commission (the “Commission”).
Appears in 2 contracts
Sources: Underwriting Agreement (EPWK Holdings Ltd.), Underwriting Agreement (EPWK Holdings Ltd.)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid pursuant to that certain Underwriting Agreement by or and between Qilian International Holding Group Limited, a Cayman Islands company limited by shares (the “Company”), on behalf of Kingswood Capital Marketsone hand, division of Benchmark Investmentsand Univest Securities, Inc. LLC (the “Holder”), on the other hand, dated [●], 2020 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, Digital Brands Group, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [●], 20[________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Exercise Date”), and at or before 5:00 p.m., Eastern time, on [●], 20[____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the ”“Expiration Date”)Date”)[1], but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 such number of ordinary shares of common stock of the Company, par value $0.0001 0.00166667 per ordinary share (the “Ordinary Shares”) as equates to six percent (6%) of the Ordinary Shares sold in the Offering (the “Shares”), excluding any Ordinary Shares sold as result of the exercise by the underwriters of their over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [●] per Ordinary Share (110% of the price of the Ordinary Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Ordinary Share and the number of Ordinary Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise priceprice as a result of the events set forth in Section 6 below, depending on the context. The term “Effective Date” Capitalized terms not defined herein shall mean [ ], have the date on which meaning ascribed to them in the Registration Statement on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange CommissionUnderwriting Agreement.
Appears in 2 contracts
Sources: Underwriting Agreement (Qilian International Holding Group LTD), Underwriting Agreement (Qilian International Holding Group LTD)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Selling Agency Agreement by and between Xspand Products Lab, Inc., a Nevada corporation (the “Company”) and Alexander Capital, L.P. (“Alexander Capital”), as representative (the “Representative”) of the several selling agents listed in consideration of funds duly paid by Schedule A thereto (the “Selling Agents”), dated [●], 2018 (the “Selling Agency Agreement”), Alexander Capital (in such capacity with its permitted successors or on behalf of Kingswood Capital Marketsassigns, division of Benchmark Investments, Inc. (the “Holder”), as registered owner of this Purchase Warrant, Digital Brands Group, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING●], 20[ ] (the “Commencement Exercise Date”)) [THE DATE THAT IS 180 DAYS AFTER THE QUALIFICATION DATE OF THE OFFERING STATEMENT], and at or before 5:00 p.m., Eastern time, [____________●], 20[ ] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE QUALIFICATION DATE OF THE OFFERING] (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [●] shares of common stock of the Company, par value $0.0001 0.001 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [●] per Share (one hundred twenty percent (120.0%)) of the price of the Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The Any term “Effective Date” not defined herein shall mean [ ], have the date on which meaning ascribed thereto in the Registration Statement on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange CommissionSelling Agency Agreement.
Appears in 2 contracts
Sources: Selling Agency Agreement (Xspand Products Lab, Inc.), Selling Agency Agreement (Xspand Products Lab, Inc.)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Capital MarketsThe Benchmark Company, division of Benchmark Investments, Inc. LLC (“Holder” or “Benchmark”), as registered owner of this Purchase Warrant, Digital Brands Groupto CapsoVision, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from beginning [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] ●], 2025 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] ●], 2030 (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [●] shares (the “Warrant Shares”) of common stock of the Companystock, par value $0.0001 0.001 per share (the “SharesCommon Stock”)) of the Company, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is not a day on which banking institutions are authorized by law to closebusiness day, then this Purchase Warrant may be exercised on the next succeeding day which is not such a business day in accordance with the terms herein. During the period commencing on the Commencement Date and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This The Exercise Price of this Purchase Warrant is initially exercisable at $6.25 [●]4 per Share Share, equal to 125% of the initial public offering price per share in the offering; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Warrant Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as provided for above or the adjusted exercise price, depending on the context. The term “Effective Datebusiness day” shall mean [ ]a day other than a Saturday, Sunday or any other day which is a federal legal holiday in the date United States or any day on which the Registration Statement Federal Reserve Bank of New York is authorized or required by law or other governmental action to close, provided that the Federal Reserve Bank of New York shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical location at the direction of any governmental authority if the bank’s electronic funds transfer systems (including for wire transfers) are open for use by customers on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange Commissionsuch day.
Appears in 2 contracts
Sources: Underwriting Agreement (CapsoVision, Inc), Purchase Warrant Agreement (CapsoVision, Inc)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood [Aegis Capital Corp./ Chardan Capital Markets, division of Benchmark Investments, Inc. LLC] (“Holder”), as registered owner of this Purchase Warrant, Digital Brands Groupto Eyegate Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Date”), and until at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the ”Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [____] shares of common stock of the Company, par value $0.0001 0.01 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the Effective Date and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [___] per Share [125% of the price of the Company’s common stock sold in the Offering]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [ ], the date on which the Registration Statement on Form S-1 (File No. 333- 255193333-197725) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 2 contracts
Sources: Underwriting Agreement (Eyegate Pharmaceuticals Inc), Underwriters’ Warrant Agreement (Eyegate Pharmaceuticals Inc)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood [Aegis Capital Corp./ Chardan Capital Markets, division of Benchmark Investments, Inc. LLC] (“Holder”), as registered owner of this Purchase Warrant, Digital Brands Groupto Eyegate Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Date”), and until at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the ”Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [____] shares of common stock of the Company, par value $0.0001 0.01 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the Effective Date and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [___] per Share [125% of the price of the Company’s common stock sold in the Offering or 100% of the price of the Company’s common stock sold in the Offering to the Company’s insiders]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [ ], the date on which the Registration Statement on Form S-1 (File No. 333- 255193333-197725) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 2 contracts
Sources: Underwriters’ Warrant Agreement (Eyegate Pharmaceuticals Inc), Underwriting Agreement (Eyegate Pharmaceuticals Inc)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood D. ▇▇▇▇▇ Capital MarketsLLC, division of Benchmark Investments, Inc. (“Holder”), as registered owner of this Purchase Warrant, Digital Brands GroupPropanc Biopharma, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [____]* shares of common stock of the Company, par value $0.0001 per share Company (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [●] [100% OF THE PUBLIC OFFERING PRICE OF ONE SHARE SOLD IN THE OFFERING] per Share Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [ [________], 2025, the date on which the Registration Statement on Form S-1 (File No. 333- 255193333-282886) of the Company (“Registration Statement”) was declared effective by the Securities and Exchange Commission (“Commission”). This Purchase Warrant and the Shares exercisable hereby have been registered with the Commission on the Registration Statement and are thus freely tradeable.
Appears in 2 contracts
Sources: Underwriting Agreement (Propanc Biopharma, Inc.), Underwriting Agreement (Propanc Biopharma, Inc.)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between VirTra, Inc., a Nevada corporation (the “Company”) and Boustead Securities, LLC (“Boustead”), as representative (the “Representative”) of the several underwriters listed in consideration of funds duly paid by Schedule A thereto (the “Underwriters”), dated [●], 2017 (the “Underwriting Agreement”), Boustead (in such capacity with its permitted successors or on behalf of Kingswood Capital Marketsassigns, division of Benchmark Investments, Inc. (the “Holder”), as registered owner of this Purchase Warrant, Digital Brands Group, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] ●], 2017 (the “Commencement Exercise Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] ●], 2022 (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [●] shares of common stock of the Company, par value $0.0001 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [ ] per Share (one hundred twenty percent (120.0%)) of the price of the Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The Any term “Effective Date” not defined herein shall mean [ ], have the date on which meaning ascribed thereto in the Registration Statement on Form S-1 (File NoUnderwriting Agreement. 333- 255193) 1 NTD: 7% of the Company was declared effective by the Securities and Exchange Commissionshares issued in offering.
Appears in 2 contracts
Sources: Underwriting Agreement (VirTra, Inc), Underwriting Agreement (VirTra, Inc)
Purchase Warrant. THIS CERTIFIES THATORDINARY SHARES PURCHASE WARRANT (this “Purchase Warrant”) certifies that, in consideration of funds duly paid pursuant to that certain Underwriting Agreement by or on behalf of Kingswood Capital Marketsand between BloomZ Inc., division of Benchmark Investmentsa Cayman Islands exempted company (the “Company”) and Network 1 Financial Securities, Inc. (“Network 1”), dated [ ], 202_ (the “Underwriting Agreement”), Network 1 (in such capacity with its permitted successors or assigns, the “Holder”), as registered owner of this Purchase Warrant, Digital Brands Group, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] [ ], 202_ (the “Commencement Date”)Exercise Date”)3, and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] [ ], 202_2 (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 shares of common stock [●] Ordinary Shares of the Company, par value $0.0001 0.00000002 per share (the “Shares”)Shares”)4, subject to adjustment as provided in Section 6 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [●] per Share (120% of the price of the Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 5 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. Any term not defined herein shall have the meaning ascribed thereto in the Underwriting Agreement. The term “Effective Date” shall mean [ ], the date on which the Registration Statement on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange CommissionPurchase Warrant is redeemable.
Appears in 2 contracts
Sources: Underwriter's Warrant (BloomZ Inc.), Underwriter's Warrant (BloomZ Inc.)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between., Dragon V▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ Limited, a Cayman Islands corporation (the “Company”) and Boustead Securities, LLC (“Boustead”), as Representative of the several underwriters, dated [●], 2017 (the “Underwriting Agreement”), Boustead (in consideration of funds duly paid by such capacity with its permitted successors or on behalf of Kingswood Capital Marketsassigns, division of Benchmark Investments, Inc. (the “Holder”), as registered owner of this Purchase Warrant, Digital Brands Group, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [______________●], 20[__] (the “Exercise Date”) [THE DATE THAT IS SIX MONTHS FROM 180 DAYS AFTER THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Date”)REGISTRATION STATEMENT], and at or before 5:00 p.m., Eastern time, [____________●], 20[ ] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [●] shares of common stock Ordinary Shares of the Company, par value $0.0001 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [●] per Share (100% of the price of the Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The Any term “Effective Date” not defined herein shall mean [ ], have the date on which meaning ascribed thereto in the Registration Statement on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange CommissionUnderwriting Agreement.
Appears in 2 contracts
Sources: Underwriting Agreement (Dragon Victory International LTD), Underwriting Agreement (Dragon Victory International LTD)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between Flora Growth Corp., a company incorporated in consideration the Province of funds duly paid by Ontario (the “Company”) and Boustead Securities, LLC (“Boustead”), dated [●], 2021 (the “Underwriting Agreement”), Boustead (in such capacity with its permitted successors or on behalf of Kingswood Capital Marketsassigns, division of Benchmark Investments, Inc. (the “Holder”), as registered owner of this Purchase Warrant, Digital Brands Group, Inc., a Delaware corporation (the “Company”), Holder is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time or from time to time from [●], 20________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] _ (the “Commencement Exercise Date”)) [THE DATE THAT THE WARRANT IS ISSUED], and at or before 5:00 p.m., Eastern time, [●], 20____________] _ [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF ON WHICH THE OFFERINGREGISTRATION STATEMENT IS DECLARED EFFECTIVE] (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 shares of common stock [●] Common Shares of the Company, without par value $0.0001 per share (the “Shares”), subject to adjustment as provided in Section 6 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Purchase Warrant may be exercised on the next succeeding day which that is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [●] per Share (125% of the price of the Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 5 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The Any term “Effective Date” not defined herein shall mean [ ], have the date on which meaning ascribed thereto in the Registration Statement on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange CommissionUnderwriting Agreement.
Appears in 2 contracts
Sources: Underwriter’s Warrant Agreement (Flora Growth Corp.), Underwriter’s Warrant Agreement (Flora Growth Corp.)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Capital Markets, division of Benchmark Investments, Inc. [__________] (“Holder”), as registered owner of this Purchase Warrant, Digital Brands Groupto AxurRx BioPharma, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] May 13, 2020 (the “Commencement Date”), and at or before 5:00 p.m., Eastern timetime May 13, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] 2024 (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [●] shares of common stock of the Company, par value $0.0001 per share (the “Shares”), subject to adjustment as provided in Section 6 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 2.82 per Share Share; provided, however, that upon the occurrence of any of the events specified in Section 6 5 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. This Warrant is being issued pursuant to the certain Selling Agent Agreement (the “Selling Agent Agreement”), dated May 9, 2019, by and among the Company and the Holder, providing for the public offering (the “Offering”) of shares of common stock, par value $0.001 per share, of the Company. The term “Effective Date” shall mean the effective date of the Offering. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [ ], the date on which the Registration Statement on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 2 contracts
Sources: Selling Agent Agreement (AzurRx BioPharma, Inc.), Purchase Warrant Agreement (AzurRx BioPharma, Inc.)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Aegis Capital Markets, division of Benchmark Investments, Inc. Corp. (“Holder”), as registered owner of this Purchase Warrant, Digital Brands Groupto R▇▇▇▇▇ Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the ”Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [____] shares of common stock of the Company, par value $0.0001 0.001 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [___] per Share [125% of the public offering price of the Firm Shares sold in the Offering]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [ ], the date on which the Registration Statement on Form S-1 (File No. 333- 255193333-202924) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 2 contracts
Sources: Underwriting Agreement (Ritter Pharmaceuticals Inc), Representative’s Warrant Agreement (Ritter Pharmaceuticals Inc)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Capital Markets, division of Benchmark Investments, Inc. [ ](“Holder”), as registered owner of this Purchase Warrant, Digital Brands Groupto AnPac Bio-Medical Science Co., Inc.Ltd., a Delaware corporation business company incorporated under the laws of the British Virgin Islands (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING●], 20[19] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] ●], 20[24], which will be the five-year anniversary of the effective date of the Company’s Form F-1 registration statement (File No.333-234408) (such date, the “Effective Date”) pursuant to which the Company’s securities are offered to the public (the “Offering”) (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [●] Class A ordinary shares of common stock of the CompanyCompany2, par value $0.0001 per share 0.01 (the “Shares”), in the form of American Depositary Shares (the “Warrant ADSs”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant, except as otherwise provided herein or with the Holder’s consent. This Purchase Warrant is initially exercisable at $6.25 [●]3 per Share Warrant ADS; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share Warrant ADS and the number of Shares ADSs to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [ ], the date on which the Registration Statement on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 2 contracts
Sources: Underwriters' Warrant Agreement (AnPac Bio-Medical Science Co., Ltd.), Underwriters' Warrant Agreement (AnPac Bio-Medical Science Co., Ltd.)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid pursuant to that certain Underwriting Agreement by or on behalf of Kingswood Capital Marketsand between., division of Benchmark InvestmentsCode Rebel Corporation, a Delaware corporation (the “Company”) and ▇▇▇▇▇▇▇ Securities Inc. (“▇▇▇▇▇▇▇”) dated [●], 2015 (the “Underwriting Agreement”), ▇▇▇▇▇▇▇ (in such capacity with its permitted successors or assigns, the “Holder”), as registered owner of this Purchase Warrant, Digital Brands Group, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [______________●], 20[__] (the “Exercise Date”) [THE DATE THAT IS SIX MONTHS FROM 180 DAYS AFTER THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Date”)REGISTRATION STATEMENT], and at or before 5:00 p.m., Eastern time, [____________●], 20[ ] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [●] shares of common stock of the Company, par value $0.0001 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [●] per Share ([100.0]% of the price of the Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The Any term “Effective Date” not defined herein shall mean [ ], have the date on which meaning ascribed thereto in the Registration Statement on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange CommissionUnderwriting Agreement.
Appears in 2 contracts
Sources: Underwriting Agreement (Code Rebel Corp), Underwriting Agreement (Code Rebel Corp)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Capital Markets, division of Benchmark Investments, Inc. [·] (“Holder”), as registered owner of this Purchase Warrant, Digital Brands Groupto Manhattan Bridge Capital, Inc., a Delaware New York corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING·], 20[15] (the one-year anniversary of the effective date of the Offering, the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING·], 20[19] (the ”five-year anniversary of the effective date of the Offering, the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [·] common shares of common stock of the Company, [all warrants to equal an aggregate of 5% of the Shares sold in the Offering excluding the number of shares sold in the overallotment option], par value $0.0001 0.001 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this the Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [·] per Share (125% of the price of the Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [ ], the date on which the Registration Statement on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 2 contracts
Sources: Purchase Warrant Agreement (Manhattan Bridge Capital, Inc), Purchase Warrant Agreement (Manhattan Bridge Capital, Inc)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Aegis Capital Markets, division of Benchmark Investments, Inc. Corp. (“Holder”), as registered owner of this Purchase Warrant, Digital Brands Group, Inc.to Alcobra Ltd., a Delaware Israeli corporation (the “Company”), Holder is entitled, at any time or from time to time from time to time, in whole or in part, during a period commencing one year (the “First Anniversary”) from [________________] [DATE THAT IS SIX MONTHS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the ”Expiration Date”), but not thereafter, ) to subscribe for, purchase and receive, in whole or in part, up to 100,000 shares an aggregate of common stock of the Company[____] ordinary shares, par value $0.0001 NIS 0.01 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If hereof the Expiration Date is a day on which banking institutions are authorized rights granted by law this Purchase Warrant, including the exercise price per Share and the number of Shares to closebe received upon such exercise, then shall be adjusted as therein specified, as follows: (i) one third of this Purchase Warrant may be exercised will have an exercise period of 12 months beginning on the next succeeding day which is not such a day in accordance with First Anniversary, at an initial exercise price per Ordinary Share of $[•] [150.0% of the terms herein. During the initial public offering price per share of ordinary share]; (ii) one third of this Purchase Warrant will have an exercise period ending of 18 months beginning on the First Anniversary, at an initial exercise price per Ordinary Share of $[•] [200.0% of the initial public offering price per share of ordinary share]; and (iii) one third of this Purchase Warrant will have an exercise period of 24 months beginning on the First Anniversary, at an initial exercise price per share of Ordinary Share of $[•], [250.0% of the initial public offering price per share of ordinary share] (each an ”Expiration Date”), the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 per Share ; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. If an applicable Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on applicable Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. The term “Exercise Price” shall mean mean, as the case maybe, the applicable initial exercise price prices or the adjusted applicable exercise priceprices, depending on the context. The term “Effective Date” shall mean [ ], the date on which the Registration Statement on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 2 contracts
Sources: Underwriting Agreement (Alcobra Ltd.), Purchase Warrant Agreement (Alcobra Ltd.)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid pursuant to that certain Underwriting Agreement by or and between Huarui International New Material Limited, a British Virgin Islands company limited by shares (the “Company”), on behalf of Kingswood Capital Marketsone hand, division of Benchmark Investmentsand Univest Securities, Inc. LLC (the “Holder”), on the other hand, dated [ ● ], 2021 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, Digital Brands Group, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] [ ● ], 2021 (the “Commencement Exercise Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] on [ ● ], 2025, (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 such number of ordinary shares of common stock of the Company, par value $0.0001 0.0083 per ordinary share (the “Ordinary Shares”) as equates to [ ● ] percent ([ ● ] %)2 of the Ordinary Shares sold in the Offering (the “Shares”), excluding any Ordinary Shares sold as result of the exercise by the underwriters of their over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [ ● ] per Ordinary Share (115%) of the price of the Ordinary Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Ordinary Share and the number of Ordinary Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise priceprice as a result of the events set forth in Section 6 below, depending on the context. The term “Effective Date” Capitalized terms not defined herein shall mean [ ], have the date on which meaning ascribed to them in the Registration Statement on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange CommissionUnderwriting Agreement.
Appears in 2 contracts
Sources: Purchase Warrant Agreement (Huarui International New Material LTD), Purchase Warrant Agreement (Huarui International New Material LTD)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Aegis Capital Markets, division of Benchmark Investments, Inc. Corp. (“Holder”), as registered owner of this Purchase Warrant, Digital Brands Groupto Eyegate Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Date”), and until at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the ”Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [____] shares of common stock of the Company, par value $0.0001 0.01 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [___] per Share [125% of the price of the Company’s common stock sold in the Offering]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [ ], the date on which the Registration Statement on Form S-1 (File No. 333- 255193333-xxxxxxx) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 2 contracts
Sources: Underwriting Agreement (Eyegate Pharmaceuticals Inc), Representative’s Warrant Agreement (Eyegate Pharmaceuticals Inc)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Capital MarketsE▇ ▇▇▇▇▇▇, division of Benchmark Investments, Inc. LLC (“Holder”), as registered owner of this Purchase Warrant, Digital Brands Group, Inc.Warrant Yoshiharu Global Co., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________[ ] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________[ ] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [ ] shares of Class A common stock of the Company, par value $0.0001 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [ ] per Share Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [ ], 2022, the date on which the Registration Statement on Form S-1 (File No. 333- 255193[ ]) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 2 contracts
Sources: Underwriting Agreement (Yoshiharu Global Co.), Underwriting Agreement (Yoshiharu Global Co.)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Capital Markets, division of Benchmark Investments, Inc. [__________] (“Holder”), as registered owner of this Purchase Warrant, Digital Brands Groupto FreeCast, Inc., a Delaware Florida corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________[ ] [DATE THAT IS SIX MONTHS ONE HUNDRED EIGHTY (180) DAYS FROM THE EFFECTIVE DATE OF THE OFFERINGREGISTRATION STATEMENT] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________[ ] [DATE THAT IS FIVE (5) YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [ ] shares of common stock of the Company, par value $0.0001 per share (the “Shares”), subject to adjustment as provided in Section 6 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [ ] per Share [120% of the price of the Shares sold in the Offering]; provided, however, that upon the occurrence of any of the events specified in Section 6 5 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. This Warrant is being issued pursuant to the certain Underwriting Agreement (the “Underwriting Agreement”), dated ______, 2020, by and among the Company, the Holder and other underwriters named therein, providing for the public offering (the “Offering”) of shares of common stock, par value $0.0001 per share, of the Company. The term “Effective Date” shall mean the effective date of the Registration Statement on Form S-1 (File No. 333-236482). The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [ ], the date on which the Registration Statement on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 2 contracts
Sources: Representative’s Warrant Agreement (FreeCast, Inc.), Underwriting Agreement (FreeCast, Inc.)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Aegis Capital Markets, division of Benchmark Investments, Inc. Corp. (“Holder”), as registered owner of this Purchase Warrant, Digital Brands Groupto Wearable Devices Ltd., Inc., a Delaware corporation an Israeli company (the “Company”), Holder is entitled, at any time or from time to time from beginning [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] ●], 2022 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, on [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] ●], 2027 (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [●] ordinary shares of common stock of the Company, no par value $0.0001 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is not a day on which banking institutions are authorized by law to closeBusiness Day, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms hereinBusiness Day. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [●] per Share Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The , and the term “Effective DateBusiness Day” shall mean [ ]a day other than a Saturday, Sunday or any other day which is a federal legal holiday in the date United States or any day on which the Registration Statement Federal Reserve Bank of New York is authorized or required by law or other governmental action to close, provided that the Federal Reserve Bank of New York shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical location at the direction of any governmental authority if the bank’s electronic funds transfer systems (including for wire transfers) are open for use by customers on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange Commissionsuch day.
Appears in 2 contracts
Sources: Purchase Warrant Agreement (Wearable Devices Ltd.), Underwriting Agreement (Wearable Devices Ltd.)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Aegis Capital Markets, division of Benchmark Investments, Inc. Corp. (“Holder”), as registered owner of this Purchase Warrant, Digital Brands Groupto Curative Biotechnology, Inc., a Delaware Florida corporation (the “Company”), Holder is entitled, at any time or from time to time from beginning [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] ●], 2022 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, on [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] ●], 2027 (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [●] shares of common stock Common Stock of the Company, $0.0001 par value $0.0001 per share of Common Stock (the “SharesCommon Stock”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is not a day on which banking institutions are authorized by law to closeBusiness Day, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms hereinBusiness Day. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [●] per Share share of Common Stock; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share share of Common Stock and the number of Shares shares of Common Stock to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The , and the term “Effective DateBusiness Day” shall mean [ ]a day other than a Saturday, Sunday or any other day which is a federal legal holiday in the date United States or any day on which the Registration Statement Federal Reserve Bank of New York is authorized or required by law or other governmental action to close, provided that the Federal Reserve Bank of New York shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical location at the direction of any governmental authority if the bank’s electronic funds transfer systems (including for wire transfers) are open for use by customers on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange Commissionsuch day.
Appears in 2 contracts
Sources: Purchase Warrant Agreement (Curative Biotechnology Inc), Purchase Warrant Agreement (Curative Biotechnology Inc)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Capital MarketsE▇ ▇▇▇▇▇▇, division of Benchmark Investments, Inc. LLC (“Holder”), as registered owner of this Purchase Warrant, Digital Brands GroupHealthcare Triangle, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [____][1] shares of common stock of the Company, par value $0.0001 0.00001 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [●] [110% OF THE PUBLIC OFFERING PRICE OF THE FIRM SHARES SOLD IN THE OFFERING] per Share Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [ [●], 2021, the date on which the Registration Statement on Form S-1 (File No. 333- 255193333-259180) of the Company was declared effective by the Securities and Exchange CommissionCommission (“Registration Statement”).
Appears in 2 contracts
Sources: Underwriting Agreement (Healthcare Triangle, Inc.), Underwriting Agreement (Healthcare Triangle, Inc.)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Capital Markets, division of Benchmark Investments, Inc. _________ (“Holder”), as registered owner of this Purchase Warrant, Digital Brands Groupto Alliance MMA, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERINGREGISTRATION STATEMENT] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERINGREGISTRATION STATEMENT] (the ”Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [____] shares (the “Shares”) of common stock of the Company, par value $0.0001 0.001 per share (the “SharesCommon Stock”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [___] per Share [165% of the price of the Shares sold in the Offering]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” Capitalized terms used but not defined herein shall mean [ ]have the meanings ascribed to them in the Selling Agent Agreement, the date on which the Registration Statement on Form S-1 (File No. 333- 255193) dated as of _________, 2016, by and between the Company was declared effective by and Network 1 Financial Services, Inc. (the Securities and Exchange Commission.“Selling Agent Agreement”)
Appears in 2 contracts
Sources: Selling Agent Agreement (Alliance MMA, Inc.), Selling Agent’s Warrant Agreement (Alliance MMA, Inc.)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid the payment of $100.00 by Aegis Capital Corp or on behalf of Kingswood Capital Markets, division of Benchmark Investments, Inc. its assigns (“Holder”), as registered owner of this Purchase Warrant, Digital Brands Group) to 1347 Property Insurance Holdings, Inc., a Delaware corporation (the “Company”), Holder and for other good and valuable consideration, Holder, as registered owner of this Purchase Warrant, is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the ”Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [____] shares of common stock of the Company, par value $0.0001 0.001 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [___] per Share [125% of the price of the Shares sold in the Offering]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [ ], the date on which the Registration Statement on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 2 contracts
Sources: Underwriting Agreement (1347 Property Insurance Holdings, Inc.), Representative’s Warrant Agreement (1347 Property Insurance Holdings, Inc.)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between True Leaf Medicine International Ltd., a Canadian corporation (the "Company") and Boustead Securities, LLC ("Boustead"), as representative (the "Representative") of the several underwriters listed in consideration of funds duly paid by Schedule A thereto (the "Underwriters"), dated _____ [●], 2017 (the "Underwriting Agreement"), Boustead (in such capacity with its permitted successors or on behalf of Kingswood Capital Marketsassigns, division of Benchmark Investments, Inc. (“the "Holder”"), as registered owner of this Purchase Warrant, Digital Brands Group, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [______, 20__________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] _ (the “Commencement "Exercise Date”"), and at or before 5:00 p.m., Eastern time, [______, 20______] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] _ (the ”"Expiration Date”"), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [●] shares of common stock of the Company, no par value $0.0001 per share (the “"Shares”"), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 ___ per Share (one hundred fifty percent (150.0%)) of the price of the Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “"Exercise Price” " shall mean the initial exercise price or the adjusted exercise [1] NTD: 6% of shares issued in offering. price, depending on the context. The Any term “Effective Date” not defined herein shall mean [ ], have the date on which meaning ascribed thereto in the Registration Statement on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange CommissionUnderwriting Agreement.
Appears in 2 contracts
Sources: Underwriting Agreement (True Leaf Medicine International Ltd.), Participating Dealer Agreement (True Leaf Medicine International Ltd.)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly the payment of $100.00 and for other good and value consideration paid by or on behalf of Kingswood Aegis Capital Markets, division of Benchmark Investments, Inc. Corp. or its assigns (“Holder”), as registered owner of this Purchase Warrant, Digital Brands Groupto Intellicheck Mobilisa, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Date”), and until at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERINGREGISTRATION STATEMENT] (the ”Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [____] shares of common stock of the Company, par value $0.0001 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [___] per Share [125% of the price of the Shares sold in the Offering]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [ ]August 6, 2013, the date on which the Registration Statement on Form S-1 S-3 (File No. 333- 255193333-189982) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 2 contracts
Sources: Underwriting Agreement (Intellicheck Mobilisa, Inc.), Underwriting Agreement (Intellicheck Mobilisa, Inc.)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid pursuant to that certain Underwriting Agreement by or and between VCI Global Limited, a British Virgin Islands company (the “Company”), on behalf of Kingswood Capital Marketsone hand, division of Benchmark Investmentsand Boustead Securities, Inc. LLC (the “Holder”), on the other hand, dated __, 2022 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, Digital Brands Group, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] , 2022 (the “Commencement Exercise Date”), and at or before 5:00 p.m., Eastern time, [on ____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] , 2027 (the ”“Expiration Date”, which date shall be no more than five years from the commencement of sales of the initial public offering pursuant to the Underwriting Agreement), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 _____ordinary shares of common stock (the “Shares”) of the Company, no par value $0.0001 per ordinary share (the “Ordinary Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 ___ per Ordinary Share (100% of Offering price); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Ordinary Share and the number of Ordinary Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise priceprice as a result of the events set forth in Section 6 below, depending on the context. The term “Effective Date” Capitalized terms not defined herein shall mean [ ], have the date on which meaning ascribed to them in the Registration Statement on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange CommissionUnderwriting Agreement.
Appears in 2 contracts
Sources: Underwriting Agreement (VCI Global LTD), Purchase Warrant Agreement (VCI Global LTD)
Purchase Warrant. THIS CERTIFIES THATORDINARY SHARES PURCHASE WARRANT (this “Purchase Warrant”) certifies that, pursuant to that certain Underwriting Agreement by and among Meihua International Medical Technologies Co., Ltd., a Cayman Islands exempted company (the “Company”) and Prime Number Capital LLC and Shengang Securities Company Limited (each the “Underwriter”, together the “Underwriters”), dated [●], 2021 (the “Underwriting Agreement”), Underwriters (in consideration of funds duly paid by such capacity with their permitted successors or on behalf of Kingswood Capital Marketsassigns, division of Benchmark Investments, Inc. (each the “Holder”, together the “Holders”), as registered owner of this Purchase Warrant, Digital Brands Group, Inc., a Delaware corporation (the “Company”), Holder is are entitled, at any time or from time to time from [________________●], 20[●] (the “Exercise Date”) [THE DATE THAT IS SIX (6) MONTHS FROM AFTER THE EFFECTIVE DATE EFFECTIVENESS OF THE OFFERING] (the “Commencement Date”)REGISTRATION STATEMENT], and at or before 5:00 p.m., Eastern time, [____________●], 20[●] [DATE THAT IS FIVE YEARS FROM FOURYEARS AFTER THE EFFECTIVE DATE OF THE OFFERINGREGISTRATION STATEMENT] (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 shares of common stock [●] Ordinary Shares of the Company, par value $0.0001 0.0005 per share (the “Shares”)Shares”)1, subject to adjustment as provided in Section 6 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [●] per Share (120% of the price of the Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 5 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The Any term “Effective Date” not defined herein shall mean [ ], have the date on which meaning ascribed thereto in the Registration Statement on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange CommissionUnderwriting Agreement.
Appears in 2 contracts
Sources: Underwriting Agreement (Meihua International Medical Technologies Co., Ltd.), Underwriting Agreement (Meihua International Medical Technologies Co., Ltd.)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Capital Markets, division of Benchmark Investments, Inc. ThinkEquity LLC (“Holder”), as registered owner of this Purchase Warrant, Digital Brands Group, Aspira Women’s Health Inc., a company incorporated under the law of the State of Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] ]1 (the “Commencement Date”), and at or before 5:00 p.m., Eastern New York City time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] ]2 (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [●] shares of common stock of the Company, par value $0.0001 0.001 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions in the State of New York are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms hereinhereof. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [●]3 per Share Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [ [_______, 2025], the date on which the Registration Statement on Form S-1 (File No. 333- 255193333-284182) of the Company was declared effective by the Securities and Exchange Commission (the “Commission”).
Appears in 2 contracts
Sources: Underwriting Agreement (Aspira Women's Health Inc.), Purchase Warrant Agreement (Aspira Women's Health Inc.)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Capital Markets▇▇ ▇▇▇▇▇▇, division of Benchmark Investments, Inc. LLC (“Holder”), as registered owner of this Purchase Warrant, Digital Brands GroupWarrant of Wytec International, Inc., a Delaware Nevada corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________●] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________●] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the ”Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [●] shares of common stock of the Company, par value $0.0001 0.001 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [●] per Share Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [ [●], 2022, the date on which the Registration Statement on Form S-1 (File No. 333- 255193333-261838) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 2 contracts
Sources: Underwriting Agreement (Wytec International Inc), Underwriting Agreement (Wytec International Inc)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood [▇▇▇▇ Capital MarketsPartners, division of Benchmark InvestmentsLLC/Feltl and Company, Inc. Inc.] (“Holder”), as registered owner of this Purchase Warrant, Digital Brands Group, Inc.to The Joint Corp., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Date”), and until at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE FOUR YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [____] shares of common stock of the Company, par value $0.0001 0.001 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the Effective Date and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [____] per Share [125% of the price of the Company’s common stock sold in the Offering]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [ ], the date on which the Registration Statement on Form S-1 (File No. 333- 255193333-198860) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 2 contracts
Sources: Warrant Agreement (JOINT Corp), Warrant Agreement (JOINT Corp)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Aegis Capital Markets, division of Benchmark Investments, Inc. Corp. (“Holder”), as registered owner of this Purchase Warrant (this “Purchase Warrant”), Digital Brands Group, to Felicitex Therapeutics Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from beginning [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] ●], 2022 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, on [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] ●], 2027 (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [●] shares (the “Warrant Shares”) of Company common stock of the Companystock, par value $0.0001 per share (the “SharesCommon Stock”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is not a day on which banking institutions are authorized by law to closeBusiness Day, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms hereinBusiness Day. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [●] per Share share of Common Stock; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share share of Common Stock and the number of Shares shares of Common Stock to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The , and the term “Effective DateBusiness Day” shall mean [ ]a day other than a Saturday, Sunday or any other day which is a federal legal holiday in the date United States or any day on which the Registration Statement Federal Reserve Bank of New York is authorized or required by law or other governmental action to close, provided that the Federal Reserve Bank of New York shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical location at the direction of any governmental authority if the bank’s electronic funds transfer systems (including for wire transfers) are open for use by customers on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange Commissionsuch day.
Appears in 2 contracts
Sources: Purchase Warrant Agreement (Felicitex Therapeutics Inc.), Underwriting Agreement (Felicitex Therapeutics Inc.)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Capital Markets▇▇ ▇▇▇▇▇▇, division of Benchmark Investments, Inc. LLC (“Holder”), as registered owner of this Purchase Warrant, Digital Brands GroupWarrant Reborn Coffee, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________[ ] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________[ ] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [ ] shares of common stock of the Company, par value $0.0001 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [ ] per Share Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [ ], 2022, the date on which the Registration Statement on Form S-1 (File No. 333- 255193261937) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 2 contracts
Sources: Underwriting Agreement (Reborn Coffee, Inc.), Underwriting Agreement (Reborn Coffee, Inc.)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Capital Markets, division of Benchmark Investments, Inc. [__________] (“Holder”), as registered owner of this Common Stock Purchase Warrant (this “Purchase Warrant”), Digital Brands Groupto Acurx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] ●], [DATE THAT IS SIX MONTHS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________●], 202[6] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [ ] shares (the “Shares”) of common stock of the Company, par value $0.0001 0.001 per share (the “SharesCommon Stock”), subject to adjustment as provided in Section 6 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [●] per Share [125% of the price of the Shares sold in the Offering]; provided, however, that upon the occurrence of any of the events specified in Section 6 5 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. This Purchase Warrant is being issued pursuant to the certain Underwriting Agreement (the “Underwriting Agreement”), dated [●], 2021, by and among the Company, the Representative and other underwriters named therein, providing for the public offering (the “Offering”) of shares of Common Stock. The term “Effective Date” shall mean the effective date of the Registration Statement on Form S-1 (File No. 333-[___]). The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” Initially capitalized terms not otherwise defined herein shall mean [ ], have the date on which meanings given to those terms in the Registration Statement on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange CommissionUnderwriting Agreement.
Appears in 2 contracts
Sources: Underwriting Agreement (Acurx Pharmaceuticals, LLC), Underwriting Agreement (Acurx Pharmaceuticals, LLC)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Capital MarketsPrime Number Capital, division of Benchmark Investments, Inc. LLC (“Holder”), as registered owner of this Purchase Warrant, Digital Brands Group, Warrant of Erayak Power Solution Group Inc., a Delaware corporation Cayman Islands exempted company (the “Company”), Holder is entitled, at any time or from time to time from [________________[ ] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________●] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the ”Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [●] Class A ordinary shares of common stock of the Company, par value $0.0001 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [●] per Share [WHICH IS EQUAL TO 120% OF THE PER SHARE PRICE OF THE SHARES SOLD IN THE OFFERING]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [ [●], 2022, the date on which the Registration Statement on Form S-1 F-1 (File No. 333- 255193333-262292) of the Company was declared effective by the U.S. Securities and Exchange Commission (the “Commission”).
Appears in 1 contract
Sources: Warrant Agreement (Erayak Power Solution Group Inc.)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Capital Markets, division of Benchmark Investments, Inc. (“Holder”), as registered owner of this Purchase Warrant, Digital Brands The Glimpse Group, Inc., a Delaware Nevada corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [____] shares of common stock of the Company, par value $0.0001 0.001 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [●] [100% OF THE PUBLIC OFFERING PRICE OF THE FIRM SHARES SOLD IN THE OFFERING] per Share Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [ [●], 2021, the date on which the Registration Statement on Form S-1 (File No. 333- 255193333-255049) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood D. ▇▇▇▇▇ Capital MarketsLLC, division of Benchmark Investments, Inc. (“Holder”), as registered owner of this Purchase Warrant, Digital Brands GroupPropanc Biopharma, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [____]* shares of common stock of the Company, par value $0.0001 per share Company (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [●] [100% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] per Share Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [ [________], 2025, the date on which the Registration Statement on Form S-1 (File No. 333- 255193333-282886) of the Company (“Registration Statement”) was declared effective by the Securities and Exchange Commission (“Commission”). This Purchase Warrant and the Shares exercisable hereby have been registered with the Commission on the Registration Statement and are thus freely tradeable.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Aegis Capital Markets, division of Benchmark Investments, Inc. Corp. (“Holder”), as registered owner of this Purchase Warrant, Digital Brands Group, Inc.to BIOLIFE4D CORPORATION, a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] beginning [ ], 2023 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, on [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] ●], 2028, the date which is no more than five years from the commencement of sales (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [●] shares of common stock of the Company, par value $0.0001 0.00001 per share (the “SharesCommon Stock”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is not a day on which banking institutions are authorized by law to closeBusiness Day, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms hereinBusiness Day. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [●] per Share share of Common Stock; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares shares of Common Stock to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The , and the term “Effective DateBusiness Day” shall mean [ ]a day other than a Saturday, Sunday or any other day which is a federal legal holiday in the date United States or any day on which the Registration Statement Federal Reserve Bank of New York is authorized or required by law or other governmental action to close, provided that the Federal Reserve Bank of New York shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical location at the direction of any governmental authority if the bank’s electronic funds transfer systems (including for wire transfers) are open for use by customers on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange Commissionsuch day.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Aegis Capital Markets, division of Benchmark Investments, Inc. Corp. (“Holder”), as registered owner of this Purchase Warrant, Digital Brands Groupto INNOVATION BEVERAGE GROUP LIMITED, Inc., a Delaware corporation an Australian public limited company (the “”Company”), Holder is entitled, at any time or from time to time from beginning [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] ●], 2023 (the “”Commencement Date”), and at or before 5:00 p.m., Eastern time, on [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] ●], 2028 (the ”Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [●] ordinary shares of common stock of the Company, no par value $0.0001 per share (the “”Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is not a day on which banking institutions are authorized by law to closeBusiness Day, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms hereinBusiness Day. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [●] per Share Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “”Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The , and the term “Effective DateBusiness Day” shall mean [ ]a day other than a Saturday, Sunday or any other day which is a federal legal holiday in the date United States or any day on which the Registration Statement Federal Reserve Bank of New York is authorized or required by law or other governmental action to close, provided that the Federal Reserve Bank of New York shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical location at the direction of any governmental authority if the bank’s electronic funds transfer systems (including for wire transfers) are open for use by customers on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange Commissionsuch day.
Appears in 1 contract
Sources: Purchase Warrant Agreement (Innovation Beverage Group LTD)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between RVeloCITY Inc., a company incorporated in consideration the State of funds duly paid by Delaware (the “Company”), and Boustead Securities, LLC (“Boustead”), dated [●], 2023 (the “Underwriting Agreement”), B▇▇▇▇▇▇▇ (in such capacity with its permitted successors or on behalf of Kingswood Capital Marketsassigns, division of Benchmark Investments, Inc. (the “Holder”), as registered owner of this Purchase Warrant, Digital Brands Group, Inc., a Delaware corporation (the “Company”), Holder is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time or from time to time from [●], 20________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] _ (the “Commencement Exercise Date”)) [THE DATE THAT THE WARRANT IS ISSUED], and at or before 5:00 p.m., Eastern time, [●], 20____________] _ [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF ON WHICH THE OFFERINGREGISTRATION STATEMENT IS DECLARED EFFECTIVE] (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 shares of common stock [●] Class A Common Shares of the Company, without par value $0.0001 per share (the “Shares”), subject to adjustment as provided in Section 6 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Purchase Warrant may be exercised on the next succeeding day which that is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [●] per Share (the price of the Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 5 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The Any term “Effective Date” not defined herein shall mean [ ], have the date on which meaning ascribed thereto in the Registration Statement on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange CommissionUnderwriting Agreement.
Appears in 1 contract
Sources: Warrant Agreement (Rvelocity, Inc.)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by for value received, Aegis Capital Corp. or on behalf of Kingswood Capital Markets, division of Benchmark Investments, Inc. it assigns (each a “Holder” and collectively, the “Holders”), as registered owner of this Purchase Warrant, Digital Brands Group, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from time, in whole or in part, during a period commencing on [________________] [DATE THAT IS SIX MONTHS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the ”Expiration Date”), but not thereafter, ) to subscribe for, purchase and receive, in whole or in part, up to 100,000 shares an aggregate of common stock of the Company[____] ordinary shares, par value $0.0001 NIS 1.00 per share (the “Shares”) of Mapi – Pharma Ltd., an Israeli corporation (the “Company”), subject to adjustment as provided in Section 6 hereofhereof the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified, as follows: (i) one quarter of this Purchase Warrant will have an exercise period of 48 months beginning on the Commencement Date, at an initial exercise price per ordinary share of $[•], which is equal to 150.0% of the initial public offering price per share of ordinary share; (ii) one half of this Purchase Warrant will have an exercise period of 42 months beginning six months after the Commencement Date, at an initial exercise price per ordinary share of $[•], which is equal to 200.0% of the initial public offering price per share of ordinary share; and (iii) one quarter of this Purchase Warrant will have an exercise period of 36 months beginning one year following the Commencement Date, at an initial exercise price per share of ordinary share of $[•], which is equal to 250.0% of the initial public offering price per share of ordinary share (each an “Expiration Date”). If the an applicable Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the applicable Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 per Share ; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean mean, as the case maybe, the applicable initial exercise price prices or the adjusted applicable exercise priceprices, depending on the context. The term “Effective Date” shall mean [ ], the date on which the Registration Statement on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between Aerkomm Inc., a Nevada corporation (the “Company”) and Boustead Securities, LLC (“Boustead”), dated [●], 2018 (the “Underwriting Agreement”), Boustead (in consideration of funds duly paid by such capacity with its permitted successors or on behalf of Kingswood Capital Marketsassigns, division of Benchmark Investments, Inc. (the “Holder”), as registered owner of this Purchase Warrant, Digital Brands Group, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [______________●], 20[__] (the “Exercise Date”) [THE DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Date”)REGISTRATION STATEMENT], and at or before 5:00 p.m., Eastern time, [____________●], 20[ ] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [●] shares of common stock Common Stock of the Company, par value $0.0001 0.001 per share (the “Shares”), subject to adjustment as provided in Section 6 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [●] per Share (100% of the price of the Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 5 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The Any term “Effective Date” not defined herein shall mean [ ], have the date on which meaning ascribed thereto in the Registration Statement on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange CommissionUnderwriting Agreement.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by the payment of $100.00 and for other good and value consideration, Aegis Capital Corp. or on behalf of Kingswood Capital Markets, division of Benchmark Investments, Inc. its assigns (“Holder”), as registered owner of this Purchase Warrant, Digital Brands Groupto NephroGenex, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the ”Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [____] shares of common stock of the Company, par value $0.0001 0.001 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [___] per Share [125% of the price of the Shares sold in the Offering]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [ ], the date on which the Registration Statement on Form S-1 (File No. 333- 255193333-193023) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 1 contract
Sources: Representative’s Warrant Agreement (NephroGenex, Inc.)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Aegis Capital Markets, division of Benchmark Investments, Inc. Corp. (“Holder”), as registered owner of this Purchase Warrant, Digital Brands Group, Inc.to New Age Beverages Corporation, a Delaware Washington corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERINGUNDERWRITING AGREEMENT] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERINGUNDERWRITING AGREEMENT] (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [____] shares of common stock of the Company, par value $0.0001 [•] per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [___] per Share [125% of the price of the Shares sold in the Offering]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [ ], the date on which the Registration Statement on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Capital Markets▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co., division of Benchmark Investments, Inc. LLC (“Holder”), as registered owner of this Purchase Warrant, Digital Brands Groupto ▇▇▇▇▇ Biosciences, Inc., a Delaware New Jersey corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the ”Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [____] shares of common stock of the Company, no par value $0.0001 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [___] per Share [125% of the public offering price of the Class A Units sold in the Offering]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [ ], the date on which the Registration Statement on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 1 contract
Sources: Purchase Warrant Agreement (Akers Biosciences, Inc.)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between Clubhouse Media Group, Inc., a Nevada corporation (the “Company”) and Boustead Securities, LLC (“Boustead”), dated [●], 2021 (the “Underwriting Agreement”), Boustead (in consideration of funds duly paid by such capacity with its permitted successors or on behalf of Kingswood Capital Marketsassigns, division of Benchmark Investments, Inc. (the “Holder”), as registered owner of this Purchase Warrant, Digital Brands Group, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [●], 20________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] _ (the “Commencement Exercise Date”)) [THE DATE THAT THE OFFERING STATEMENT IS QUALIFIED], and at or before 5:00 p.m., Eastern time, [●], 20____________] _ [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF ON WHICH THE OFFERINGOFFERING STATEMENT IS QUALIFIED] (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [●] shares of common stock Common Stock of the Company, par value $0.0001 0.001 per share (the “Shares”), subject to adjustment as provided in Section 6 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Purchase Warrant may be exercised on the next succeeding day which that is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 _____ per Share (150% of the price of the Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 5 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The Any term “Effective Date” not defined herein shall mean [ ], have the date on which meaning ascribed thereto in the Registration Statement on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange CommissionUnderwriting Agreement.
Appears in 1 contract
Sources: Underwriter’s Warrant Agreement (Clubhouse Media Group, Inc.)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Capital Markets, division of Benchmark Investments, Inc. [__________] (“Holder”), as registered owner of this Purchase Warrant, Digital Brands Groupto FreeCast, Inc., a Delaware Florida corporation (the “Company”), Holder is entitled, at any time or from time to time from [_____________________] [DATE THAT IS SIX MONTHS ONE (1) YEAR FROM THE EFFECTIVE DATE OF THE OFFERINGREGISTRATION STATEMENT] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [_____________] [DATE THAT IS FIVE (5) YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [_____________] shares of common stock of the Company, par value $0.0001 per share (the “Shares”), subject to adjustment as provided in Section 6 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [_____________] per Share [120% of the price of the Shares sold in the Offering]; provided, however, that upon the occurrence of any of the events specified in Section 6 5 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. This Warrant is being issued pursuant to the certain Underwriting Agreement (the “Underwriting Agreement”), dated ______, 2020, by and among the Company, the Holder and other underwriters named therein, providing for the public offering (the “Offering”) of shares of common stock, par value $0.0001 per share, of the Company. The term “Effective Date” shall mean the effective date of the Registration Statement on Form S-1 (File No. 333-___________). The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [ ], the date on which the Registration Statement on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Capital Markets, division of Benchmark Investments, Inc. ▇▇ ▇▇▇▇▇▇ LLC (“Holder”), as registered owner of this Purchase Warrant, Digital Brands Group, to Zhibao Technology Inc., a Delaware corporation Cayman Islands exempted company (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] ], 2024 (the “Commencement Date”), and at or before 5:00 p.m.5:00p.m., Eastern time, [________], 20____] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] _ (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 shares of common stock of the Company[________] Class A ordinary shares, par value $0.0001 per share (“Ordinary Shares”) of the Company (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is not a day on which banking institutions are authorized by law to closeBusiness Day, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms hereinBusiness Day. During the period commencing on the Commencement Date and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [________] per Share Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective DateBusiness Day” shall mean [ ]a day other than a Saturday, Sunday or any other day which is a federal legal holiday in the date United States or any day on which the Registration Statement Federal Reserve Bank of New York is authorized or required by law or other governmental action to close, provided that the Federal Reserve Bank of New York shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical location at the direction of any governmental authority if the bank’s electronic funds transfer systems (including for wire transfers) are open for use by customers on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange Commissionsuch day.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Aegis Capital Markets, division of Benchmark Investments, Inc. Corp. (“Holder”), as registered owner of this Purchase Warrant, Digital Brands Group, to Impact BioMedical Inc., a Delaware corporation company incorporated under the law of the State of Nevada (the “Company”), Holder is entitled, at any time or from time to time from beginning [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] ●], 2024 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, on [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] ●], 2029 (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [●] shares of common stock of the CompanyCompany (the “Common Stock”), par value $0.0001 0.001 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is not a day on which banking institutions are authorized by law to closeBusiness Day, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms hereinBusiness Day. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [●] per Share Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The context and the term “Effective DateBusiness Day” shall mean [ ]a day other than a Saturday, Sunday or any other day which is a federal legal holiday in the date United States or any day on which the Registration Statement Federal Reserve Bank of New York is authorized or required by law or other governmental action to close, provided that the Federal Reserve Bank of New York shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical location at the direction of any governmental authority if the bank’s electronic funds transfer systems (including for wire transfers) are open for use by customers on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange Commissionsuch day.
Appears in 1 contract
Sources: Purchase Warrant Agreement (Impact Biomedical Inc.)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Capital MarketsE▇ ▇▇▇▇▇▇, division of Benchmark Investments, Inc. LLC (“Holder”), as registered owner of this Purchase Warrant, Digital Brands GroupInnovation Beverage Group Limited., Inc.an Australian public limited company (collectively with its subsidiaries and affiliates, a Delaware corporation including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries (the “Company”), Holder is entitled, at any time or from time to time from [________________] , 2022 [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THIS INITIAL PUBLIC OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] , 2027 [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE THIS OFFERING, IN PURSUANCE WITH FINRA RULE 5110(G)(8)(A)] (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 shares of [●][1] common stock stocks of the Company, par value $0.0001 per share Company (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at a price of $6.25 ___ per Share Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price of $____ per Share (equal to 120% of the initial public offering price) or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [ ]___________, 2022, the date on which the Registration Statement on Form S-1 F-1 (File No. 333- 255193333-266965) of the Company (“Registration Statement”) was declared effective by the Securities and Exchange Commission (the “Commission”). [1] 3% of the aggregate number of Common Stocks sold in the Offering (including Option Shares).
Appears in 1 contract
Sources: Representative’s Warrant Agreement (Innovation Beverage Group LTD)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid pursuant to that certain Underwriting Agreement by or and between Qilian International Holding Group Limited, a Cayman Islands company limited by shares (the “Company”), on behalf of Kingswood Capital Marketsone hand, division of Benchmark Investmentsand Univest Securities, Inc. LLC (the “Holder”), on the other hand, dated [●], 2019 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, Digital Brands Group, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [●], 20[________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Exercise Date”), and at or before 5:00 p.m., Eastern time, on [●], 20[____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the ”“Expiration Date”)Date”)[1], but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 such number of ordinary shares of common stock of the Company, par value $0.0001 0.001 per ordinary share (the “Ordinary Shares”) as equates to six percent (6%) of the Ordinary Shares sold in the Offering (the “Shares”), excluding any Ordinary Shares sold as result of the exercise by the underwriters of their over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [●] per Ordinary Share (110% of the price of the Ordinary Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Ordinary Share and the number of Ordinary Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise priceprice as a result of the events set forth in Section 6 below, depending on the context. The term “Effective Date” Capitalized terms not defined herein shall mean [ ], have the date on which meaning ascribed to them in the Registration Statement on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange CommissionUnderwriting Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Qilian International Holding Group LTD)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Capital Markets, division of Benchmark Investments, Inc. [__________] (“Holder”), as registered owner of this Purchase Warrant, Digital Brands Groupto Co-Diagnostics, Inc., a Delaware Utah corporation (the “Company”), Holder is entitled, at any time or from time to time from [_________________] [DATE THAT IS SIX MONTHS ONE (1) YEAR FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [_______________] [DATE THAT IS FIVE (5) YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [_______________] shares of common stock of the Company, par value $0.0001 0.001 per share (the “Shares”), subject to adjustment as provided in Section 6 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [_____________] per Share [120% of the price of the Shares sold in the Offering]; provided, however, that upon the occurrence of any of the events specified in Section 6 5 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. This Warrant is being issued pursuant to the certain Underwriting Agreement (the “Underwriting Agreement”), dated ______, 2017, by and among the Company, the Holder and other underwriters named therein, providing for the public offering (the “Offering”) of shares of common stock, par value $0.001 per share, of the Company. The term “Effective Date” shall mean the effective date of the Offering. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [ ], the date on which the Registration Statement on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Capital Markets, division of Benchmark Investments, Inc. __________ (“Holder”), as registered owner of this Common Stock Purchase Warrant (this “Purchase Warrant”), Digital Brands Groupto Acurx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] , [DATE THAT IS SIX MONTHS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____, 202________] _ [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 shares (the “Shares”) of common stock of the Company, par value $0.0001 0.001 per share (the “SharesCommon Stock”), subject to adjustment as provided in Section 6 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 __ per Share [125% of the price of the Shares sold in the Offering]; provided, however, that upon the occurrence of any of the events specified in Section 6 5 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. This Purchase Warrant is being issued pursuant to the certain Underwriting Agreement (the “Underwriting Agreement”), dated ___, 2021, by and among the Company, the Representative and other underwriters named therein, providing for the public offering (the “Offering”) of shares of Common Stock. The term “Effective Date” shall mean the effective date of the Registration Statement on Form S-1 (File No. 333-___). The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” Initially capitalized terms not otherwise defined herein shall mean [ ], have the date on which meanings given to those terms in the Registration Statement on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange CommissionUnderwriting Agreement.
Appears in 1 contract
Sources: Purchase Warrant Agreement (Acurx Pharmaceuticals, LLC)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid pursuant to that certain Underwriting Agreement by or and between Micropolis Holding Company, a Cayman Islands company (the “Company”), on behalf of Kingswood Capital Marketsthe one hand, division of Benchmark Investmentsand Network 1 Financial Securities, Inc. (the “Holder”), on the other hand, dated [●], 2025 (the “Underwriting Agreement”), the Holder, as the registered owner of this Purchase Warrant, Digital Brands Group, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] ●], 2025 (the “Commencement Exercise Date”), and at or before 5:00 p.m., Eastern timeTime, on [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] ●], 2030, (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 such number of ordinary shares of common stock of the Company, par value $0.0001 per share (the “Ordinary Shares”) as equates to six percent (6%) of the aggregate number of Ordinary Shares sold in the Offering (the “Shares), including any Ordinary Shares sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [●] per Ordinary Share (which is equal to one hundred and twenty-five percent (125%) of the price of the Ordinary Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Ordinary Share and the number of Ordinary Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise priceprice as a result of the events set forth in Section 6 below, depending on the context. The term “Effective Date” Capitalized terms not defined herein shall mean [ ], have the date on which meaning ascribed to them in the Registration Statement on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange CommissionUnderwriting Agreement.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between Clubhouse Media Group, Inc., a Nevada corporation (the “Company”) and Boustead Securities, LLC (“Boustead”), dated [●], 2021 (the “Underwriting Agreement”), Boustead (in consideration of funds duly paid by such capacity with its permitted successors or on behalf of Kingswood Capital Marketsassigns, division of Benchmark Investments, Inc. (the “Holder”), as registered owner of this Purchase Warrant, Digital Brands Group, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [●], 20________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] _ (the “Commencement Exercise Date”)) [THE DATE THAT THE OFFERING STATEMENT IS QUALIFIED], and at or before 5:00 p.m., Eastern time, [●], 20____________] _ [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF ON WHICH THE OFFERINGOFFERING STATEMENT IS QUALIFIED] (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [●] shares of common stock Common Stock of the Company, par value $0.0001 0.001 per share (the “Shares”), subject to adjustment as provided in Section 6 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Purchase Warrant may be exercised on the next succeeding day which that is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 _____ per Share (125% of the price of the Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 5 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The Any term “Effective Date” not defined herein shall mean [ ], have the date on which meaning ascribed thereto in the Registration Statement on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange CommissionUnderwriting Agreement.
Appears in 1 contract
Sources: Underwriter’s Warrant Agreement (Clubhouse Media Group, Inc.)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Capital Markets, division of Benchmark InvestmentsWestpark Capital, Inc. (“Holder”), as registered owner of this Purchase Warrant, Digital Brands GroupWarrant of Opti-Harvest, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [__] shares of common stock of the Company, par value $0.0001 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [__] per Share Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [ ], 2022, the date on which the Registration Statement on Form S-1 (File No. 333- 255193333-[●]) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Capital Markets, division of Benchmark Investments, Inc. ▇▇ ▇▇▇▇▇▇ LLC (“Holder”), as registered owner of this Purchase Warrant, Digital Brands GroupVeg House Holdings Inc, Inc., a Delaware corporation an exempted company incorporated under the laws of the Cayman Islands (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [____][1] common shares of common stock of the Company, par value $0.0001 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [●] [100% OF THE PUBLIC OFFERING PRICE OF THE FIRM SHARES SOLD IN THE OFFERING] per Share Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [ [●], 2024, the date on which the Registration Statement on Form S-1 F-1 (File No. 333- 255193333-[●]) of the Company was declared effective by the Securities and Exchange CommissionCommission (“Registration Statement”).
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Capital Markets, division of Benchmark Investments, Inc. [__________] (“Holder”), as registered owner of this Purchase Warrant, Digital Brands Groupto Muscle Maker, Inc., a Delaware Nevada corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________●] [DATE THAT IS SIX MONTHS ONE HUNDRED EIGHTY (180) DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________●] [DATE THAT IS FIVE (5) YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [ ] shares of common stock of the Company, par value $0.0001 per share (the “Shares”), subject to adjustment as provided in Section 6 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [●] per Share [120% of the price of the Shares sold in the Offering]; provided, however, that upon the occurrence of any of the events specified in Section 6 5 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. This Warrant is being issued pursuant to the certain Underwriting Agreement (the “Underwriting Agreement”), dated [●], 2020, by and among the Company, the Holder and other underwriters named therein, providing for the public offering (the “Offering”) of shares of common stock, par value $0.0001 per share, of the Company. The term “Effective Date” shall mean the effective date of the Registration Statement on Form S-1 (File No. 333-______). The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [ ], the date on which the Registration Statement on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Capital MarketsThe Benchmark Company, division of Benchmark Investments, Inc. LLC (“Holder” or “Benchmark”), as registered owner of this Purchase Warrant, Digital Brands Groupto NANO Nuclear Energy, Inc., a Delaware Nevada corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] beginning April 24, 2025 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] October 25, 2029 (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 105,882 shares (the “Warrant Shares”) of common stock included as part of the Companyunit (consisting of one (1) share of common stock and a warrant to purchase up to one-half (0.5) of a share of common stock), par value $0.0001 per share (the “SharesCommon Stock”)) of the Company, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is not a day on which banking institutions are authorized by law to closebusiness day, then this Purchase Warrant may be exercised on the next succeeding day which is not such a business day in accordance with the terms herein. During the period commencing on the Commencement Date and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This The Exercise Price of this Purchase Warrant is initially exercisable at $6.25 17.00 per Share Share, equal to 125% of offering price of the units sold in the offering; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Warrant Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as provided for above or the adjusted exercise price, depending on the context. The term “Effective Datebusiness day” shall mean [ ]a day other than a Saturday, Sunday or any other day which is a federal legal holiday in the date United States or any day on which the Registration Statement Federal Reserve Bank of New York is authorized or required by law or other governmental action to close, provided that the Federal Reserve Bank of New York shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical location at the direction of any governmental authority if the bank’s electronic funds transfer systems (including for wire transfers) are open for use by customers on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange Commissionsuch day.
Appears in 1 contract
Sources: Purchase Warrant Agreement (Nano Nuclear Energy Inc.)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Capital Markets, division of Benchmark Investments, Inc. [__________] (“Holder”), as registered owner of this Purchase Warrant, Digital Brands Group, Inc.to Laser Photonics Corporation, a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________●] [DATE THAT IS SIX MONTHS ONE HUNDRED EIGHTY (180) DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________●] [DATE THAT IS FIVE (5) YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [ ] shares of common stock of the Company, par value $0.0001 0.001 per share (the “Shares”), subject to adjustment as provided in Section 6 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [●] per Share Share; provided, however, that upon the occurrence of any of the events specified in Section 6 5 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. This Warrant is being issued pursuant to the certain Underwriting Agreement (the “Underwriting Agreement”), dated [●], 2022, by and among the Company, the Holder and other underwriters named therein, providing for the public offering (the “Offering”) of shares of common stock, par value $0.001 per share, of the Company. The term “Effective Date” shall mean the effective date of the Registration Statement on Form S-1 (File No. 333-261129). The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [ ], the date on which the Registration Statement on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Aegis Capital Markets, division of Benchmark Investments, Inc. Corp. (“Holder”), as registered owner of this Purchase Warrant, Digital Brands Groupto JP Outfitters, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from beginning [________________●] , 2023 [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERINGISSUANCE DATE] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, on [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] ●], 2028 (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [●] shares of common stock of the Company, par value $0.0001 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is not a day on which banking institutions are authorized by law to closeBusiness Day, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms hereinBusiness Day. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [●] per Share [125% of the P▇▇ price]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The , and the term “Effective DateBusiness Day” shall mean [ ]a day other than a Saturday, Sunday or any other day which is a federal legal holiday in the date United States or any day on which the Registration Statement Federal Reserve Bank of New York is authorized or required by law or other governmental action to close, provided that the Federal Reserve Bank of New York shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical location at the direction of any governmental authority if the bank’s electronic funds transfer systems (including for wire transfers) are open for use by customers on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange Commissionsuch day.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Capital Markets, division of Benchmark Investments, Inc. [__________] (“Holder”), as registered owner of this Purchase Warrant, Digital Brands Groupto Ammo, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] May 29, 2021 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] November 30, 2025 (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [____________] shares of common stock of the Company, par value $0.0001 0.001 per share (the “Shares”), subject to adjustment as provided in Section 6 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 2.63 per Share Share; provided, however, that upon the occurrence of any of the events specified in Section 6 5 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. This Warrant is being issued pursuant to the certain Underwriting Agreement (the “Underwriting Agreement”), dated November 30, 2020, by and among the Company, the Holder and other underwriters named therein, providing for the public offering (the “Offering”) of shares of common stock, par value $0.001 per share, of the Company. The term “Effective Date” shall mean the effective date of the Registration Statement on Form S-1 (File No. 333- 248800). The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [ ], the date on which the Registration Statement on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Aegis Capital Markets, division of Benchmark Investments, Inc. Corp. (“Holder”), as registered owner of this Purchase Warrant, Digital Brands Groupto Maris-Tech Ltd., Inc., a Delaware corporation an Israeli company (the “Company”), Holder is entitled, at any time or from time to time from beginning [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] ●], 2021 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, on [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] ●], 2026 (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [●] ordinary shares of common stock of the Company, no par value $0.0001 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is not a day on which banking institutions are authorized by law to closeBusiness Day, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms hereinBusiness Day. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [●] per Share Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The , and the term “Effective DateBusiness Day” shall mean [ ]a day other than a Saturday, Sunday or any other day which is a federal legal holiday in the date United States or any day on which the Registration Statement Federal Reserve Bank of New York is authorized or required by law or other governmental action to close, provided that the Federal Reserve Bank of New York shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical location at the direction of any governmental authority if the bank’s electronic funds transfer systems (including for wire transfers) are open for use by customers on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange Commissionsuch day.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood The ▇▇▇▇ Capital MarketsPartners, division of Benchmark Investments, Inc. LLC (“Holder” or “▇▇▇▇”), as registered owner of this Purchase Warrant, Digital Brands Groupto CapsoVision, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] beginning January 3, 2026 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] July 1, 2030 (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 1,949 shares (the “Warrant Shares”) of common stock of the Companystock, par value $0.0001 0.001 per share (the “SharesCommon Stock”)) of the Company, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is not a day on which banking institutions are authorized by law to closebusiness day, then this Purchase Warrant may be exercised on the next succeeding day which is not such a business day in accordance with the terms herein. During the period commencing on the Commencement Date and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This The Exercise Price of this Purchase Warrant is initially exercisable at $6.25 per Share Share, equal to 125% of the initial public offering price per share in the offering; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Warrant Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as provided for above or the adjusted exercise price, depending on the context. The term “Effective Datebusiness day” shall mean [ ]a day other than a Saturday, Sunday or any other day which is a federal legal holiday in the date United States or any day on which the Registration Statement Federal Reserve Bank of New York is authorized or required by law or other governmental action to close, provided that the Federal Reserve Bank of New York shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical location at the direction of any governmental authority if the bank’s electronic funds transfer systems (including for wire transfers) are open for use by customers on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange Commissionsuch day.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THATCOMMON STOCK PURCHASE WARRANT (this “Purchase Warrant”) certifies that, pursuant to that certain Underwriting Agreement by and between BRB Foods Inc., a corporation incorporated under the law of the State of Wyoming (the “Company”) and Alexander Capital, L.P. (“Alexander Capital”), dated [ ], 202_ (the “Underwriting Agreement”), Alexander Capital (in consideration of funds duly paid by such capacity with its permitted successors or on behalf of Kingswood Capital Marketsassigns, division of Benchmark Investments, Inc. (the “Holder”), as registered owner of this Purchase Warrant, Digital Brands Group, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] [ ], 202_ (the “Commencement Date”)Exercise Date”)1, and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] [ ], 202_ (the ”“Expiration Date”)Date”)2, but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [ ] shares of common stock of the Company, par value $0.0001 0.001 per share (the “Shares”)Shares”)3, subject to adjustment as provided in Section 6 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [ ] per Share (125% of the price of the Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 5 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. Any term not defined herein shall have the meaning ascribed thereto in the Underwriting Agreement. The term “Effective Date” shall mean [ ], the date on which the Registration Statement on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange CommissionPurchase Warrant is redeemable.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by the payment of $100.00 and for other good and value consideration, Aegis Capital Corp. or on behalf of Kingswood Capital Markets, division of Benchmark Investments, Inc. its assigns (“Holder”), as registered owner of this Purchase Warrant, Digital Brands Groupto NephroGenex, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [____] shares of common stock of the Company, par value $0.0001 0.001 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [___] per Share [125% of the price of the Shares sold in the Offering]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [ ], the date on which the Registration Statement on Form S-1 (File No. 333- 255193333-193023) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly One Hundred Dollars ($100) paid by or on behalf of Kingswood Capital Markets▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co., division of Benchmark Investments, Inc. LLC (“Holder”), as registered owner of this Purchase Warrant, Digital Brands Group, to iSign Solutions Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the ”Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [____] shares of the common stock of the Company, par value $0.0001 0.01 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [___] per Share [125% of the price of the Shares sold in the Offering]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [ ], the date on which the Registration Statement on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Capital Markets▇▇ ▇▇▇▇▇▇, division of Benchmark Investments, Inc. LLC (“Holder”), as registered owner of this Purchase Warrant, Digital Brands GroupEPIEN Medical, Inc., a Delaware Nevada corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [____] shares of common stock of the Company, par value $0.0001 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [●] [120% OF THE PUBLIC OFFERING PRICE OF THE FIRM SHARES SOLD IN THE OFFERING] per Share Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [ [●], 2022, the date on which the Registration Statement on Form S-1 (File No. 333- 255193333-[ ]) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 1 contract
Sources: Representative’s Warrant Agreement (Epien Medical, Inc.)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Capital MarketsThe Benchmark Company, division of Benchmark Investments, Inc. LLC (“Holder” or “Benchmark”), as registered owner of this Purchase Warrant, Digital Brands Groupto CapsoVision, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] beginning January 3, 2026 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] July 1, 2030 (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 82,500 shares (the “Warrant Shares”) of common stock of the Companystock, par value $0.0001 0.001 per share (the “SharesCommon Stock”)) of the Company, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is not a day on which banking institutions are authorized by law to closebusiness day, then this Purchase Warrant may be exercised on the next succeeding day which is not such a business day in accordance with the terms herein. During the period commencing on the Commencement Date and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This The Exercise Price of this Purchase Warrant is initially exercisable at $6.25 per Share Share, equal to 125% of the initial public offering price per share in the offering; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Warrant Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as provided for above or the adjusted exercise price, depending on the context. The term “Effective Datebusiness day” shall mean [ ]a day other than a Saturday, Sunday or any other day which is a federal legal holiday in the date United States or any day on which the Registration Statement Federal Reserve Bank of New York is authorized or required by law or other governmental action to close, provided that the Federal Reserve Bank of New York shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical location at the direction of any governmental authority if the bank’s electronic funds transfer systems (including for wire transfers) are open for use by customers on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange Commissionsuch day.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Capital Markets▇▇ ▇▇▇▇▇▇, division of Benchmark Investments, Inc. LLC (“Holder”), as registered owner of this Purchase Warrant, Digital Brands GroupWarrant of Stran & Company, Inc., a Delaware Nevada corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________[ ] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________[ ] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the ”Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [ ] shares of common stock of the Company, par value $0.0001 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [ ] per Share Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [ ], 2021, the date on which the Registration Statement on Form S-1 (File No. 333- 255193[ ]) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Aegis Capital Markets, division of Benchmark Investments, Inc. Corp. (“Holder”), as registered owner of this Purchase Warrant, Digital Brands Group, to FD Technology Inc., a Delaware corporation Cayman Islands exempted company (the “Company”), Holder is entitled, at any time or from time to time from beginning [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] ●], 2023 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, on [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] ●], 2028 (the ”“Expiration Date”), but not thereafterthereafter in compliance with FINRA Rule 5110(g)(8)(A), to subscribe for, purchase and receive, in whole or in part, up to 100,000 [●] ordinary shares of common stock of the Company, par value $0.0001 0.000001 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is not a day on which banking institutions are authorized by law to closeBusiness Day, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms hereinBusiness Day. During the period commencing on the Commencement Date and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [●] per Share Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The , and the term “Effective DateBusiness Day” shall mean [ ]a day other than a Saturday, Sunday or any other day which is a federal legal holiday in the date United States or any day on which the Registration Statement Federal Reserve Bank of New York is authorized or required by law or other governmental action to close, provided that the Federal Reserve Bank of New York shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical location at the direction of any governmental authority if the bank’s electronic funds transfer systems (including for wire transfers) are open for use by customers on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange Commissionsuch day.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Capital MarketsThe Benchmark Company, division of Benchmark Investments, Inc. LLC (“Holder” or “Benchmark”), as registered owner of this Purchase Warrant, Digital Brands Groupto Nano Nuclear Energy, Inc., a Delaware Nevada corporation (the “Company”), Holder is entitled, at any time or from time to time from beginning [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] ●], 2024 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] ●], 2029 (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [●] shares (the “Warrant Shares”) of common stock of the Companystock, par value $0.0001 per share (the “SharesCommon Stock”)) of the Company, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is not a day on which banking institutions are authorized by law to closebusiness day, then this Purchase Warrant may be exercised on the next succeeding day which is not such a business day in accordance with the terms herein. During the period commencing on the Commencement Date and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This The Exercise Price of this Purchase Warrant is initially exercisable at $6.25 [●] [insert 125% of public offering price] per Share Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Warrant Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Datebusiness day” shall mean [ ]a day other than a Saturday, Sunday or any other day which is a federal legal holiday in the date United States or any day on which the Registration Statement Federal Reserve Bank of New York is authorized or required by law or other governmental action to close, provided that the Federal Reserve Bank of New York shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical location at the direction of any governmental authority if the bank’s electronic funds transfer systems (including for wire transfers) are open for use by customers on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange Commissionsuch day.
Appears in 1 contract
Sources: Purchase Warrant Agreement (Nano Nuclear Energy Inc.)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Capital Markets, division of Benchmark Investments, Inc. (“Holder”), as registered owner of this Purchase Warrant, Digital Brands Groupto Genprex, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________[ ] [DATE THAT IS SIX MONTHS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERINGDATE] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________[ ] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE CLOSING DATE OF THE OFFERING] (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [ ] shares (the “Warrant Shares”) of common stock of the Company, par value $0.0001 0.001 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 $ per Warrant Share (125% of the price of the shares of common stock sold in the proposed initial public offering of Shares (the “Offering”); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Warrant Share and the number of Warrant Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [ ], the date on which that the Company’s Registration Statement on Form S-1 (File No. 333- 255193333-219386) of the Company was is declared effective under the Securities Act of 1933, as amended (the “Securities Act”) by the U.S. Securities and Exchange Commission (the “Commission”).
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid pursuant to that certain Underwriting Agreement by or and between 3 E NETWORK TECHNOLOGY GROUP LIMITED, a British Virgin Islands company (the “Company”), on behalf of Kingswood Capital Marketsone hand, division of Benchmark Investmentsand Boustead Securities, Inc. LLC (the “Holder”), on the other hand, dated [ ], 2024 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, Digital Brands Group, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] [ ], 2024 (the “Commencement Exercise Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] on [ ], 2027 (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [ ] Class A ordinary shares of common stock (the “Shares”) of the Company, par value $0.0001 per ordinary share (the “Ordinary Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [ ] per Ordinary Share (100% of the per share public offering price of the initial public offering pursuant to the Underwriting Agreement (the “Offering”)); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Ordinary Share and the number of Ordinary Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise priceprice as a result of the events set forth in Section 6 hereof, depending on the context. The term “Effective Date” Capitalized terms not defined herein shall mean [ ], have the date on which meaning ascribed to them in the Registration Statement on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange CommissionUnderwriting Agreement.
Appears in 1 contract
Sources: Purchase Warrant Agreement (3 E Network Technology Group LTD)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid pursuant to that certain Underwriting Agreement by or and between ZK International Group Co., Ltd., a British Virgin Islands company(the “Company”), on behalf of Kingswood Capital Marketsone hand, division of Benchmark Investmentsand Boustead Securities, Inc. LLC (the “Underwriter”), on the other hand, dated [●], 2017 (the “Underwriting Agreement”), [●] (“Holder”), as registered owner of this Purchase Warrant, Digital Brands Group, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [●], 20[________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Exercise Date”), the date that is 180 days after the closing date of the Offering (the “Effective Date”), and at or before 5:00 p.m., Eastern time, on [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] ●], 2022 (the ”“Expiration Date”)Date”)1, but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 such number of ordinary shares of common stock of the Company, no par value $0.0001 per share as equates to seven percent (7%) of the gross amount raised during the Offering divided by $5.00, being the subscription price per ordinary share in the Offering (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 5.00 per Share (100% of the price of the Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise priceprice as a result of the events set forth in Section 6 below, depending on the context. The term “Effective Date” Capitalized terms not defined herein shall mean [ ], have the date on which meaning ascribed to them in the Registration Statement on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange CommissionUnderwriting Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (ZK International Group Co., Ltd.)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Aegis Capital Markets, division of Benchmark Investments, Inc. Corp. (“Holder”), as registered owner of this Purchase Warrant, Digital Brands Groupto ParaZero Technologies Ltd., Inc., a Delaware corporation an Israeli company (the “Company”), Holder is entitled, at any time or from time to time from beginning [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] ●], 2022 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, on [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] ●], 2027 (the ”“Expiration Date”), but not thereafterthereafter in compliance with FINRA Rule 5110(g)(8)(A), to subscribe for, purchase and receive, in whole or in part, up to 100,000 [●] ordinary shares of common stock of the Company, par value $0.0001 NIS 0.02 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is not a day on which banking institutions are authorized by law to closeBusiness Day, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms hereinBusiness Day. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [●] per Share Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The , and the term “Effective DateBusiness Day” shall mean [ ]a day other than a Saturday, Sunday or any other day which is a federal legal holiday in the date United States or any day on which the Registration Statement Federal Reserve Bank of New York is authorized or required by law or other governmental action to close, provided that the Federal Reserve Bank of New York shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical location at the direction of any governmental authority if the bank’s electronic funds transfer systems (including for wire transfers) are open for use by customers on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange Commissionsuch day.
Appears in 1 contract
Sources: Purchase Warrant Agreement (ParaZero Technologies Ltd.)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Capital Markets, division of Benchmark InvestmentsAmerican Trust Investment Services, Inc. (“Holder”), as registered owner of this Purchase Warrant, Digital Brands GroupMarwynn Holdings, Inc., a Delaware Nevada corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [__] shares of common stock of the Company, par value $0.0001 0.001 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [__] per Share Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [ ], 2024, the date on which the Registration Statement on Form S-1 (File No. 333- 255193333-__________) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 1 contract
Sources: Representative’s Warrant Agreement (Marwynn Holdings, Inc.)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Aegis Capital Markets, division of Benchmark Investments, Inc. Corp. (“Holder”), as registered owner of this Purchase Warrant, Digital Brands Group, to Skyline Medical Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the ”Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [____] shares [5% of the Firm Shares sold in the Offering] of common stock of the Company, par value $0.0001 0.01 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [___] per Share [125% of the public offering price of the Firm Shares sold in the Offering]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [ ], the date on which the Registration Statement on Form S-1 (File No. 333- 255193333-[______]) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Capital MarketsPrime Number Capital, division of Benchmark Investments, Inc. LLC (“Holder”), as registered owner of this Purchase Warrant, Digital Brands Group, Warrant of Erayak Power Solution Group Inc., a Delaware corporation Cayman Islands exempted company (the “Company”), Holder is entitled, at any time or from time to time from [________________[ ] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE COMMENCEMENT OF SALES OF THE OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________●] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE COMMENCEMENT OF SALES OF THE OFFERING] (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [●] Class A ordinary shares of common stock of the Company, par value $0.0001 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [●] per Share [WHICH IS EQUAL TO 120% OF THE PER SHARE PRICE OF THE SHARES SOLD IN THE OFFERING]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [ ], the date on which the Registration Statement on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 1 contract
Sources: Warrant Agreement (Erayak Power Solution Group Inc.)
Purchase Warrant. THIS CERTIFIES THATAMERICAN DEPOSITARY SHARES PURCHASE WARRANT (this “Purchase Warrant”) certifies that, in consideration pursuant to that certain underwriting agreement by and between Earlyworks Co., Ltd., a stock corporation organized under the laws of funds duly paid by or on behalf of Kingswood Capital Markets, division of Benchmark InvestmentsJapan (the “Company”) and US Tiger Securities, Inc. (“US Tiger”), dated [●], 2023 (the “Underwriting Agreement”). US Tiger (in such capacity with its permitted successors or assigns, the “Holder”), as registered owner of this Purchase Warrant, Digital Brands Group, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING●] (the “Commencement Exercise Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] ●], (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 shares of common stock of the Company, par value $0.0001 per share [●] American Depositary Shares (the “Shares”), each Share representing one (1) Ordinary Share, subject to adjustment as provided in Section 6 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein, provided, however, for clarification, that banking institutions shall not be deemed to be authorized or required by law or executive order to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of banking institutions in The City of New York generally are open for use by customers on such day. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [●] per Share (125% of the price of the Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 5 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The Any term “Effective Date” not defined herein shall mean [ ], have the date on which meaning ascribed thereto in the Registration Statement on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange CommissionUnderwriting Agreement.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by the payment of $100.00 and for other good and value consideration, Aegis Capital Corp. or on behalf of Kingswood Capital Markets, division of Benchmark Investments, Inc. its assigns (“Holder”), as registered owner of this Purchase Warrant, Digital Brands Groupto Heat Biologics, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the ”Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [____] shares of common stock of the Company, par value $0.0001 0.0002 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [___] per Share [125% of the price of the Shares sold in the Offering]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [ ], the date on which the Registration Statement on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 1 contract
Sources: Representative’s Warrant Agreement (Heat Biologics, Inc.)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Capital Markets, division of Benchmark Investments, Inc. A.G.P./Alliance Global Partners (“Holder”), as registered owner of this Purchase Warrant, Digital Brands Groupto Xortx Therapeutics, Inc., a Delaware corporation company organized under the laws of British Columbia (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] ], 2021 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] ], 2026 (the ”date that is five (5) years following the Effective Date, the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [__] common shares of common stock (the “Shares”) of the Company, no par value $0.0001 per share (the “Common Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [___] per Share Share1; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “For the avoidance of doubt, this Purchase Warrant will be exercisable at any time, and from time to time, in whole or in part, from the Commencement Date (as defined in the Underwriting Agreement (as defined below)), which period shall not extend further than five (5) years from the Effective Date” shall mean [ ], the date on which the Registration Statement on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange CommissionDate in compliance with FINRA Rule 5110(f)(2)(G)(i).
Appears in 1 contract
Sources: Underwriter’s Warrant Agreement (XORTX Therapeutics Inc.)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Capital Markets▇▇ ▇▇▇▇▇▇, division of Benchmark Investments, Inc. LLC (“Holder”), as registered owner of this Purchase Warrant, Digital Brands GroupEPIEN Medical, Inc., a Delaware Nevada corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [____] shares of common stock of the Company, par value $0.0001 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [●] [120% OF THE PUBLIC OFFERING PRICE OF THE UNITS SOLD IN THE OFFERING] per Share Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [ [●], 2022, the date on which the Registration Statement on Form S-1 (File No. 333- 255193333-[ ]) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Capital MarketsE▇ ▇▇▇▇▇▇, division of Benchmark Investments, Inc. LLC (“Holder”), as registered owner of this Purchase Warrant, Digital Brands Group, Inc.Treasure Global Inc, a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] ●], 2022 [DATE THAT IS SIX (6) MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] ●], 2027 [DATE THAT IS FIVE (5) YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [____] shares of common stock of the Company, par value $0.0001 0.00001 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [●] [125% OF THE PUBLIC OFFERING PRICE OF THE FIRM SHARES SOLD IN THE OFFERING] per Share Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [ [●], 2022, the date on which the Registration Statement on Form S-1 (File No. 333- 255193333-264364) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Aegis Capital Markets, division of Benchmark Investments, Inc. Corp. (“Holder”), as registered owner of this Purchase Warrant, Digital Brands Group, to Impact BioMedical Inc., a Delaware corporation company incorporated under the law of the State of Nevada (the “Company”), Holder is entitled, at any time or from time to time from beginning [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] ●], 2023 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, on [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] ●], 2028 (the ”“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 [●] shares of common stock of the CompanyCompany (the “Common Stock”), par value $0.0001 0.001 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is not a day on which banking institutions are authorized by law to closeBusiness Day, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms hereinBusiness Day. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 [●] per Share Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The context and the term “Effective DateBusiness Day” shall mean [ ]a day other than a Saturday, Sunday or any other day which is a federal legal holiday in the date United States or any day on which the Registration Statement Federal Reserve Bank of New York is authorized or required by law or other governmental action to close, provided that the Federal Reserve Bank of New York shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical location at the direction of any governmental authority if the bank’s electronic funds transfer systems (including for wire transfers) are open for use by customers on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange Commissionsuch day.
Appears in 1 contract
Sources: Purchase Warrant Agreement (Impact Biomedical Inc.)