Model PIPE Securities Purchase Agreement (US Issuer) (NVCA)
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 US issuer) have not been tailored for use in connection with a reverse merger, a deSPAC transaction.
SECURITIES PURCHASE AGREEMENT
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of [ ], 20[ ], by and among [ ], a [Delaware corporation] (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 Act]²;
² Revise as applicable if not a Regulation D offering.
WHEREAS, the Company desires to sell to the Investors, and each Investor desires to purchase from the Company, severally and not jointly, upon the terms and subject to the conditions stated in this Agreement, (A) shares (the “[Initial] Shares”) of the Company’s common stock, par value $[ ] per share (the “Common Stock”), [([B]) pre-funded warrants to purchase shares of Common Stock substantially in the form attached hereto as Exhibit [B] (the [“Pre-Funded Warrants”)]; [(C) shares (the “Preferred Shares”) of Series [A] Non-Voting Convertible Preferred Stock, par value $[0.0001]³ per share (and including any other class of securities into which the Series [A] Non-Voting Convertible Preferred Stock may hereafter be reclassified or changed into, the “Preferred Stock”) of the Company, having the designation, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions as specified in the Certificate of Designations attached hereto as Exhibit [C] (the “Certificate of Designations”),] [and/or and accompanying ([C/D]) warrants to purchase shares of Common Stock substantially in the form attached hereto as Exhibit [C] (the “Common Warrants, and together with the Pre-Funded Warrants, the]⁴ “Warrants”, and together with the [Initial] Shares [and the Preferred Shares], the “Securities”)]; and
³ Insert par value per charter; if there are multiple classes of Common Stock, the appropriate class should be referenced.
⁴ Include if there will be warrant coverage for each share/PFW purchased.
WHEREAS, contemporaneously with the sale of the Initial Shares[, the Preferred Shares] and the Warrants, the parties hereto will execute and deliver a Registration Rights Agreement, substantially in the form attached hereto as Exhibit [C/D/E], pursuant to which the Company will agree to provide certain registration rights in respect of the [Initial] Shares and the Warrant Shares (as defined below) under the Securities Act and applicable state securities laws.
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About this template
What is this template?
Model PIPE Securities Purchase Agreement (US Issuer) (NVCA) is a free, ready-to-use legal document template you can open, customize, and download on GitLaw. It gives you a professionally structured starting point, so you never have to draft from a blank page. The wording is plain and modern, organized into clear sections that are easy to read, edit, and adapt to your own situation before you share or sign it.
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Reach for this legal document template whenever you need a reliable agreement quickly and want to be sure the essentials are covered. It suits individuals, freelancers, startups, and established businesses alike. Instead of paying for a document drafted from scratch, you can start here, tailor the details to your arrangement, and have a polished draft ready in minutes. This version is drafted with New York (US), Delaware (US), United States of America, European Union, and England & Wales in mind, though you should always review the final wording against the laws that apply to you.
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