EX-10.18



 Exhibit 10.18 

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS 

EXERCISE ARE SUBJECT TO THE LEGENDS AND THE RESTRICTIONS ON 

            TRANSFER SET FORTH IN SECTION 5 OF THIS
WARRANT            
  

					
	Warrant No. 1	  	 	Number of Shares:    	  
		  	 	(subject to adjustment)    	  
	Date of Issuance: February 1, 2016	  			

 Spring Bank Pharmaceuticals, Inc. 

Common Stock Purchase Warrant 

(Void after August 1, 2018) 

Spring Bank Pharmaceuticals, Inc., a Delaware corporation (the “Company”), for value received, hereby certifies that BioHEP
Technologies Ltd., a British Columbia corporation, or its registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or
after the date of issuance and on or before 5:00 p.m. (Boston time) on August 1, 2018, 500,000 shares of Common Stock, $0.0001 USD par value per share, of the Company (“Common Stock”), at a purchase price of $4.00 USD per share. The
shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Shares” and the “Purchase
Price,” respectively. 
 1. Exercise. 

(a) Exercise for Cash. The Registered Holder may, at its option, elect to exercise this Warrant, in whole or in part and at any time or
from time to time, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by or on behalf of the Registered Holder, at the principal office of the Company, or at such other office or agency as the
Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. 

(b) Exercise Date. Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on
the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be
issuable upon such exercise as provided in subsection 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. 

(c) Issuance of Certificates. As soon as practicable after the exercise of this Warrant in whole or in part, and in any event within 10
days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as the 







 
Registered Holder (upon payment by the Registered Holder of any applicable transfer taxes) may direct: 

(i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise;
and 
 (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the
aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of Warrant Shares for which this
Warrant was so exercised. 
 2. Adjustments. 

(a) Adjustment for Stock Splits and Combinations. If the Company shall at any time or from time to time after the date on which this
Warrant was first issued (or, if this Warrant was issued upon partial exercise of, or in replacement of, another warrant of like tenor, then the date on which such original warrant was first issued) effect a subdivision of the outstanding Common
Stock, the Purchase Price then in effect immediately before that subdivision shall be proportionately decreased. If the Company shall at any time or from time to time after the date of issuance of this Warrant combine the outstanding shares of
Common Stock, the Purchase Price then in effect immediately before the combination shall be proportionately increased. Any adjustment under this paragraph shall become effective at the close of business on the date the subdivision or combination
becomes effective. 
 (b) Adjustment for Certain Dividends and Distributions. In the event the Company at any time, or from time to
time after the date of issuance of this Warrant shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and
in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by
multiplying the Purchase Price then in effect by a fraction: 
 (1) the numerator of which shall be the total number of shares of Common
Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and 
 (2) the
denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment
of such dividend or distribution; 
 provided, however, that if such record date shall have been fixed and such dividend is not fully paid or
if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as
of the time of actual payment of such dividends or distributions. 

  
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 (c) Adjustment in Number of Warrant Shares. When any adjustment is required to be made in
the Purchase Price pursuant to subsections 2(a) or 2(b), the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable
upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment. 

(d) Adjustments for Other Dividends and Distributions. In the event the Company at any time or from time to time after the date of
issuance of this Warrant shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in securities of the Company (other than shares of Common Stock) or in
cash or other property (other than regular cash dividends paid out of earnings or earned surplus, determined in accordance with generally accepted accounting principles), then and in each such event provision shall be made so that the Registered
Holder shall receive upon exercise hereof, in addition to the number of shares of Common Stock issuable hereunder, the kind and amount of securities of the Company, cash or other property which the Registered Holder would have been entitled to
receive had this Warrant been exercised on the date of such event and had the Registered Holder thereafter, during the period from the date of such event to and including the Exercise Date, retained any such securities receivable during such period,
giving application to all adjustments called for during such period under this Section 2 with respect to the rights of the Registered Holder. 

(e) Adjustment for Reorganization. If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger
involving the Company in which the Common Stock is converted into or exchanged for securities, cash or other property (other than a transaction covered by subsections 2(a), 2(b) or 2(d)) (collectively, a “Reorganization”), then,
following such Reorganization, the Registered Holder shall receive upon exercise hereof the kind and amount of securities, cash or other property which the Registered Holder would have been entitled to receive pursuant to such Reorganization if such
exercise had taken place immediately prior to such Reorganization. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company (the “Board”)) shall be made in the application of the
provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder, to the end that the provisions set forth in this Section 2 (including provisions with respect to changes in and other adjustments of the
Purchase Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities, cash or other property thereafter deliverable upon the exercise of this Warrant. 

(f) Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Purchase Price pursuant to this
Section 2, the Company at its expense shall, as promptly as reasonably practicable but in any event not later than 10 days thereafter, compute such adjustment or readjustment in accordance with the terms hereof and furnish to the Registered
Holder a certificate setting forth such adjustment or readjustment (including the kind and amount of securities, cash or other property for which this Warrant shall be exercisable and the Purchase Price) and showing in detail the facts upon which
such adjustment or readjustment is based. The Company shall, as promptly as reasonably practicable after the written request at any time of the Registered Holder (but in any event not later than 10 days thereafter), furnish or cause to be furnished
to the Registered Holder a certificate setting forth (i) the Purchase Price then in effect and (ii) the number of shares of Common Stock and the amount, if any, of other securities, cash or property which then would be received upon the
exercise of this Warrant. 

  
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 3. Fractional Shares. The Company shall not be required upon the exercise of this Warrant
to issue any fractional shares, but shall pay the value thereof to the Registered Holder in cash on the basis of the Purchase Price then in effect. 

4. Investment Representations. The initial Registered Holder represents and warrants to the Company as follows: 

(a) Investment. It is acquiring the Warrant, and (if and when it exercises this Warrant) it will acquire the Warrant Shares, for its
own account for investment and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same; and the Registered Holder has no present or contemplated agreement,
undertaking, arrangement, obligation, indebtedness or commitment providing for the disposition thereof. 
 (b) Experience. The
Registered Holder has made such inquiry concerning the Company and its business and personnel as it has deemed appropriate; and the Registered Holder has sufficient knowledge and experience in finance and business that it is capable of evaluating
the risks and merits of its investment in the Company. 
 5. Transfers, etc. 

(a) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the
Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act. Notwithstanding
the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Registered Holder which is an entity to a wholly owned subsidiary of such entity, a transfer by a Registered Holder which is a partnership to a
partner of such partnership or a retired partner of such partnership or to the estate of any such partner or retired partner, or a transfer by a Registered Holder which is a limited liability company to a member of such limited liability company or
a retired member or to the estate of any such member or retired member, provided that the transferee in each case agrees in writing to be subject to the terms of this Section 5, or (ii) a transfer made in accordance with
Rule 144 under the Act. 
 (b) Each certificate representing Warrant Shares shall bear a legend substantially in the following form:

 “The securities represented by this certificate have not been registered under the Securities Act of 1933, as
amended, and may not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such securities are registered under such Act or an opinion of counsel satisfactory to the Company is obtained to the effect that such
registration is not required.” 

  
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 The foregoing legend shall be removed from the certificates representing any Warrant Shares, at
the request of the holder thereof, at such time as (i) a period of at least one year, as determined in accordance with paragraph (d) of Rule 144 under the Act, has elapsed since the later of the date the Warrant Shares were acquired from
the Company or an affiliate of the Company, and (ii) the Warrant Shares become eligible for resale pursuant to Rule 144(b)(1)(i) under the Act. 

(c) If applicable under Canadian securities laws, each certificate representing Warrant Shares shall also bear a legend substantially in the
following form: 
 “Unless permitted under applicable Canadian securities legislation, the holder of this security
must not trade the security before the date that is four months and a day after the later of (i) February 1, 2016, and (ii) the date the issuer became a reporting issuer in any province or territory of Canada.” 

(d) The Company will maintain a register containing the name and address of the Registered Holder of this Warrant. The Registered Holder may
change its address as shown on the warrant register by written notice to the Company requesting such change. 
 (e) Subject to the
provisions of Section 5 hereof and applicable securities laws, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant with a properly executed assignment (in the form of
Exhibit II hereto) at the principal office of the Company (or, if another office or agency has been designated by the Company for such purpose, then at such other office or agency). 

6. Notices of Record Date, etc. In the event: 

(a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise
of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other
right; or 
 (b) of any capital reorganization of the Company, any reclassification of the Common Stock of the Company, any consolidation or
merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity and its Common Stock is not converted into or exchanged for any other securities or property), or any transfer
of all or substantially all of the assets of the Company; or 
 (c) of the voluntary or involuntary dissolution, liquidation or winding-up
of the Company, 
 then, and in each such case, the Company will send or cause to be sent to the Registered Holder a notice specifying, as the case may be,
(i) the record date for such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer,
dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable


  
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upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be sent at least 10 days prior to the record date or effective date for the event specified in such notice. 

7. Reservation of Stock. The Company will at all times reserve and keep available, solely for issuance and delivery upon the exercise
of this Warrant, such number of Warrant Shares and other securities, cash and/or property, as from time to time shall be issuable upon the exercise of this Warrant. 

8. Exchange or Replacement of Warrants. 

(a) Upon the surrender by the Registered Holder, properly endorsed, to the Company at the principal office of the Company, the Company will,
subject to the provisions of Section 5 hereof, issue and deliver to or upon the order of the Registered Holder, at the Company’s expense, a new Warrant or Warrants of like tenor, in the name of the Registered Holder or as the Registered
Holder (upon payment by the Registered Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock (or other securities, cash and/or property) then issuable upon
exercise of this Warrant. 
 (b) Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement (with surety if reasonably required) in an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon
surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor. 
 9. Agreement in
Connection with Public Offering. The Registered Holder agrees, in connection with the initial underwritten public offering of the Company’s securities pursuant to a registration statement under the Act, (i) not to sell, make short sale
of, loan, grant any options for the purchase of, or otherwise dispose of any shares of Common Stock held by the Registered Holder (other than any shares included in the offering) without the prior written consent of the Company or the underwriters
managing such initial underwritten public offering of the Company’s securities for a period of 180 days following the date of the final prospectus relating to the Initial Public Offering (plus up to an additional 34 days to the extent requested
by the managing underwriters for such offering in order to address NASD Rule 2711(f) of the Financial Industry Regulatory Authority, Inc. or any similar successor provision), and (ii) to execute any agreement reflecting clause (i) above as
may be requested by the Company or the managing underwriters at the time of such offering. 
 10. Notices. All notices and other
communications from the Company to the Registered Holder in connection herewith shall be mailed by certified or registered mail, postage prepaid, or sent via a reputable nationwide overnight courier service guaranteeing next business day delivery,
to the address last furnished to the Company in writing by the Registered Holder. All notices and other communications from the Registered Holder to the Company in connection herewith shall be mailed by certified or registered mail, postage prepaid,
or sent via a reputable nationwide overnight courier service guaranteeing next business day delivery, to the Company at its principal office set forth below. If the Company should at any time change the location of its


  
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principal office to a place other than as set forth below, it shall give prompt written notice to the Registered Holder and thereafter all references in this Warrant to the location of its
principal office at the particular time shall be as so specified in such notice. All such notices and communications shall be deemed delivered (i) two business days after being sent by certified or registered mail, return receipt requested,
postage prepaid, or (ii) one business day after being sent via a reputable nationwide overnight courier service guaranteeing next business day delivery. 

11. No Rights as Stockholder. Until the exercise of this Warrant, the Registered Holder shall not have or exercise any rights by virtue
hereof as a stockholder of the Company. Notwithstanding the foregoing, in the event (i) the Company effects a split of the Common Stock by means of a stock dividend and the Purchase Price of and the number of Warrant Shares are adjusted as of
the date of the distribution of the dividend (rather than as of the record date for such dividend), and (ii) the Registered Holder exercises this Warrant between the record date and the distribution date for such stock dividend, the Registered
Holder shall be entitled to receive, on the distribution date, the stock dividend with respect to the shares of Common Stock acquired upon such exercise, notwithstanding the fact that such shares were not outstanding as of the close of business on
the record date for such stock dividend. 
 12. Amendment or Waiver. Any term of this Warrant may be amended or waived only by an
instrument in writing signed by the party against which enforcement of the change or waiver is sought. No waivers of any term, condition or provision of this Warrant, in any one or more instances, shall be deemed to be, or construed as, a further or
continuing waiver of any such term, condition or provision. 
 13. Section Headings. The section headings in this Warrant are for the
convenience of the parties and in no way alter, modify, amend, limit or restrict the contractual obligations of the parties. 
 14.
Governing Law. This Warrant will be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts (without reference to the conflicts of law provisions thereof). 

15. Facsimile Signatures. This Warrant may be executed by facsimile signature. 

  
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 EXECUTED as of the date of issuance of this Warrant indicated above. 

 

			
	Spring Bank Pharmaceuticals, Inc.
		
	By:	 	 /s/ Martin Driscoll

	Name:	 	Martin Driscoll
	Title:	 	President & Chief Executive Officer
	Address:	 	 113 Cedar Street, Suite S-7
 Milford, MA
01757, USA



  

			
	ATTEST:
	
	BioHEP Technologies Ltd.
		
	By:	 	 /s/ Bruce Schmidt

	Name:	 	Bruce Schmidt
	Title:	 	CEO

 [Signature Page to BioHEP Warrant] 







 EXHIBIT I 

PURCHASE FORM 
  

			
	To:                            	 	Dated:                    

 The undersigned, pursuant to the provisions set forth in the attached Warrant (No. 1), hereby elects to
purchase                  shares of the Common Stock of Spring Bank Pharmaceuticals, Inc. covered by such Warrant. 

The undersigned herewith makes payment of the full purchase price for such shares at the price per share provided for in such Warrant. Such
payment takes the form of $         in lawful money of the United States. 
  

			
	Signature:	 	  

		
	Address:	 	  

		
		 	  




  
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 EXHIBIT II 

ASSIGNMENT FORM 
 FOR
VALUE RECEIVED,
                                         
    hereby sells, assigns and transfers all of the rights of the undersigned under the attached Warrant (No. 1) with respect to the number of shares of Common Stock of Spring Bank Pharmaceuticals, Inc. covered thereby set forth
below, unto: 
  

					
	 Name of Assignee
	 	 Address
	 	 No. of Shares

		 		 	
		 		 	
		 		 	
		 		 	

  

			
	Dated:                        	 	Signature:                                    
                        

 Signature Guaranteed: 
 By:
                                         
                    
 The signature should be guaranteed
by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15
under the Securities Exchange Act of 1934. 

  
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