Model PIPE Form of Pre-Funded Warrant (FPI) (NVCA)
This document is a model pre-funded warrant, typically used in Private Investment in Public Equity (PIPE) financings, specifically for a Foreign Private Issuer (FPI). It grants the holder the right to purchase ordinary shares or American Depositary Shares (ADSs) of the company at a pre-determined exercise price. The warrant outlines terms for exercise, adjustments, transferability, and limitations on beneficial ownership, ensuring compliance with U.S. securities laws.
This model document is the work product of a national coalition of attorneys who represent investors, issuers and bank placement agents in PIPE financings. This document should be tailored to meet your specific requirements, and should not be construed as legal advice for any particular facts or circumstances.¹
¹ These model PIPE documents (for a foreign private issuer) have not been tailored for use in connection with a reverse merger, a deSPAC transaction or a financing requiring shareholder approval under NYSE or Nasdaq rules.
THIS WARRANT AND THE [ORDINARY SHARES][AMERICAN DEPOSITARY SHARES] ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT, (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR (IV) THE SECURITIES ARE TRANSFERRED WITHOUT CONSIDERATION TO AN AFFILIATE OF SUCH HOLDER OR A CUSTODIAL NOMINEE (WHICH FOR THE AVOIDANCE OF DOUBT SHALL REQUIRE NEITHER CONSENT NOR THE DELIVERY OF AN OPINION).
FORM OF PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES [REPRESENTED BY AMERICAN DEPOSITARY SHARES]²
² Company should have its outside auditor review and sign-off on the accounting treatment of the Pre-Funded Warrant.
Number of
[Shares][ADSs]: [·]
(subject to adjustment)
Warrant No. [·] Original Issue Date: [·], 20[ ___]
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