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 have not been tailored for use in connection with a reverse merger, a deSPAC transaction or a financing requiring stockholder approval under NYSE or Nasdaq rules. Moreover, this document is intended to serve as a starting point for a transaction involving a foreign private issuer and likely will require a number of bespoke provisions related to mechanics, legending and applicable legal and administrative regimes.
SECURITIES PURCHASE AGREEMENT²
² Those investing in ex-U.S. companies should take note of Executive Order 14105 (effective January 2, 2025) which aims to prevent U.S. capital and expertise from advancing military and intelligence capabilities in “countries of concern” (currently identified as China, Hong Kong, and Macau). Certain transactions in technologies deemed particularly sensitive (semiconductors/microelectronics, quantum information technologies, and artificial intelligence) are prohibited, and other transactions must be reported to the Treasury Department. See https://home.treasury.gov/system/files/206/TreasuryDepartmentOutboundInvestmentFinalRuleWEBSITEVERSION.pdf.
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of [effective date], by and among [company name], a [type of entity] incorporated/organized under the laws of [jurisdiction of incorporation/organization] (the “Company”), and each of the entities listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”).
WHEREAS, the Company and the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act³ and/or Regulation S promulgated thereunder;⁴
³ Revise as applicable if not a Regulation D offering. Consider also (and consult with local counsel as to) whether there are any required exemptions under applicable foreign law and any related representations, warranties, covenants, closing deliverables and/or legends.
⁴ Include if sales are made in reliance on Regulation S.
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