Exhibit 4.3
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 6.3 AND 6.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
WARRANT TO PURCHASE COMMON STOCK
THIS WARRANT TO PURCHASE COMMON STOCK (as amended and in effect from time to time, this “Warrant”) is issued as of the issue date set forth on Schedule I hereto (the “Issue Date”) by the company set forth on Schedule I hereto (the “Company”) to OXFORD FINANCE LLC, a Delaware limited liability company (“Oxford”), in connection with that certain Loan and Security Agreement dated as of July 2, 2021, among Oxford, as Lender and Collateral Agent, the Lenders from time to time party thereto, including Silicon Valley Bank, a California corporation, and the Company (as amended, modified, supplemented, or restated, and in effect from time to time, the “Loan Agreement”). The parties agree as follows:
SCHEDULE I. WARRANT PROVISIONS.
Warrant Section | Warrant Provision |
Recitals – “Issue Date” | September 30, 2021 |
Recitals – “Company” | IMPEL NEUROPHARMA, INC., a Delaware corporation |
1.1 – “Class” | Common Stock. |
1.1 – “Exercise Price” | $12.95 per Share. |
1.2 – “Shares” | 11,583 |
6.1(a) – “Expiration Date” | September 30, 2031. |
SECTION 1. RIGHT TO PURCHASE SHARES.
SECTION 2. EXERCISE.
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a check, wire transfer of same-day funds (to an account designated by the Company), or other form of payment acceptable to the Company for the aggregate Exercise Price for the Shares being purchased.
X = Y(A-B)/A
where:
X = the number of Shares to be issued to Holder;
Y = the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Exercise Price);
A = the fair market value (as determined pursuant to Section 2.3 below) of one Share; and B = the Exercise Price.
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SECTION 3. CERTAIN ADJUSTMENTS TO THE SHARES, CLASS AND EXERCISE PRICE.
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proportionately increased and the number of Shares shall be proportionately decreased, even if such number would include fractional shares.
SECTION 4. REPRESENTATIONS AND COVENANTS OF THE COMPANY.
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Holder is then a party thereto or otherwise subject thereto in accordance with the provisions of Section 5.4 below) or applicable federal and state securities laws. The Company covenants that it shall at all times cause to be reserved and kept available out of its authorized and unissued capital stock such number of shares of the Class and other securities as will be sufficient to permit the exercise in full of this Warrant.
then, in connection with each such event, the Company shall give Holder (pursuant to Section 6.5 below):
SECTION 5. REPRESENTATIONS AND COVENANTS OF HOLDER.
Holder represents and warrants to, and agrees with, the Company as follows:
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conditions of the offering of this Warrant and its underlying securities and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to Holder or to which Holder has access.
SECTION 6. MISCELLANEOUS.
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Date shall automatically be extended until the earlier to occur of (i) such date as the Company delivers such written confirmation and (ii) one (1) year after the Expiration Date.
THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN THAT CERTAIN WARRANT TO PURCHASE COMMON STOCK ISSUED BY THE ISSUER TO OXFORD FINANCE LLC DATED SEPTEMBER 30, 2021, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
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with the provisions of this Section 6.5. All notices to Holder shall be addressed as follows until the Company receives notice of a change of address in connection with a transfer or otherwise:
Oxford Finance LLC 115 South Union Street Suite 300
Alexandria, VA 22314
Telephone: (703) 519-4900
Facsimile: (703) 519-5225
Email: LegalDepartment@oxfordfinance.com
Notice to the Company shall be addressed as follows until Holder receives notice of a change in address: Impel NeuroPharma, Inc.
201 Elliott Avenue West, Suite 260
Seattle, Washington 98119 Attn: Chief Financial Officer
With a copy (which shall not constitute notice) to:
Fenwick & West LLP
1191 Second Avenue, 10th Floor Seattle, WA 98101
Attn: Amanda Rose
Email: arose@fenwick.com
SECTION 7. GOVERNING LAW, VENUE AND JURY TRIAL WAIVER; JUDICIAL REFERENCE.
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deemed appropriate by such court. The Company hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to the Company in accordance with Section 6.5 of this Warrant and that service so made shall be deemed completed upon the earlier to occur of the Company’s actual receipt thereof of three (3) days after deposit in the U.S. mails, proper postage prepaid.
[Signature page follows]
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IN WITNESS WHEREOF, the parties have caused this Wa1rnnt to Pw·chase Common Stock to be executed by their duly authorized representatives effective as of the Issue Date written above.
COMPANY:
IMPEL NEUROPHARMA, INC.
By:
Name: Title: Chief Financial Officer
HOLDER:
OXFORD FINANCE LLC
By: Name:
Title:
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IN WITNESS WHEREOF, the parties have caused this Warrant to Purchase Common Stock to be executed by their duly authorized representatives effective as of the Issue Date written above.
COMPANY:
IMPEL NEUROPHARMA, INC.
By: Name: Title:
HOLDER:
Title: Senior Vice President
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APPENDIX 1
Form of Notice of Exercise of Warrant
1. The undersigned Holder hereby exercises its right to purchase shares of the Common Stock of IMPEL NEUROPHARMA, INC. (the “Company”) in accordance with the attached Warrant To Purchase Stock, and tenders payment of the aggregate Exercise Price for such shares as follows:
[ | ] | Check in the amount of $ payable to order of the Company enclosed herewith |
[ | ] | Wire transfer of immediately available funds to the Company’s account |
[ | ] | Cashless exercise pursuant to Section 2.2 of the Warrant, resulting in the issuance of shares of the Common Stock of the Company |
[ | ] | Other [Describe] |
2. |
| Please issue a certificate or certificates (or evidence of book entry) representing the Shares in the name |
specified below:
Holder’s Name
(Address)
3. By its execution below and for the benefit of the Company, Holder hereby makes each of the representations and warranties set forth in Section 5.1 of the Warrant To Purchase Stock as of the date hereof.
HOLDER:
By: Name: Title:
(Date):
Appendix 1
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APPENDIX 2
Assignment
For value received, Oxford Finance LLC hereby sells, assigns and transfers unto Name: [OXFORD TRANSFEREE]
Address:
Tax ID: ]
that certain Warrant to Purchase Stock issued by IMPEL NEUROPHARMA, INC. (the “Company”), on September 30, 2021 (the “Warrant”) together with all rights, title and interest therein.
OXFORD FINANCE LLC
By:
Name:
Title:
Date:
By its execution below, and for the benefit of the Company, [OXFORD TRANSFEREE] makes each of the representations and warranties set forth in Article 4 of the Warrant and agrees to all other provisions of the Warrant as of the date hereof.
[OXFORD TRANSFEREE]
By:
Name:
Title: ]
Appendix 2
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