0001140361-25-006423 Sample Contracts
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 28th, 2025 • PDS Biotechnology Corp • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 26, 2025 between PDS Biotechnology Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT PDS BIOTECHNOLOGY CORPORATIONPre-Funded Common Stock Purchase Warrant • February 28th, 2025 • PDS Biotechnology Corp • Pharmaceutical preparations
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from PDS Biotechnology Corporation, a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT PDS BIOTECHNOLOGY CORPORATIONCommon Stock Purchase Warrant • February 28th, 2025 • PDS Biotechnology Corp • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [the date set forth above] (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [●], 2030 (the “Termination Date”) but not thereafter, to subscribe for and purchase from PDS Biotechnology Corporation, a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 28th, 2025 • PDS Biotechnology Corp • Pharmaceutical preparations • New York
This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (the “Placement Agent”) and PDS Biotechnology Corporation, a Delaware corporation (the “Company”), that the Placement Agent shall serve as the exclusive placement agent for the Company, on a reasonable “best efforts” basis, in connection with the proposed offering (the “Placement”) of (i) shares (the “Shares”) of common stock of the Company, par value $0.00033 per share (the “Common Stock”), (ii) warrants to purchase shares of Common Stock (the “Common Warrants”), and (iii) pre-funded warrants to purchase shares of Common Stock (the “Pre-Funded Warrants” and, together with the Shares and Common Warrants, the “Securities”). The Securities actually placed by the Placement Agent are referred to herein as the “Placement Securities.” The Shares, the Pre-Funded Warrants, the Common Warrants and the shares of Common Stock underlying the Pre-Funded Warrants and Common Warrants will be offered and so