EXHIBIT 10.25


 





 





 


May 7, 2015


 


CONFIDENTIAL


 


Mr. Hojabr Alimi


Chief Executive Officer


Ruthigen, Inc.


2455 Bennett Valley Rd., Suite C116


Santa Rosa, California 95404


 


Re:           PIPE Offering


 


Dear Hojabr:


 


The purpose of this engagement
letter is to outline our agreement pursuant to which Dawson James Securities, Inc. (“Dawson”) will
act as the lead or managing placement agent on a best efforts, agency basis in connection with the proposed PIPE (Private Placement
Into Public Equity) offering (the “Offering”) pursuant to Rule 506 of Regulation D primulgated under
the Securities Act of 1933 (the “Securities Act”) and limited to “accredited investors” (as
that term is defined under Rule 501 of Regulation D by Ruthigen, Inc. (collectively, with its subsidiaries and affiliates, the
“Company”) of its equity or equity-linked securities. This engagement letter (this “Agreement”)
sets forth certain conditions and assumptions upon which the Offering is premised. However, except as expressly provided herein,
this engagement letter is not intended to be a binding legal document, as the agreement between the parties hereto on the matters
relating to the Offering will be embodied in the Placement Agency Agreement (as defined below). The terms of the Offering and the
Securities (as defined below) shall be mutually agreed upon by the Company and the investors and nothing herein implies that Dawson
would have the power or authority to bind the Company or an obligation for the Company to issue any Securities or complete the
Offering. The Company expressly acknowledges and agrees that the execution of this Agreement does not constitute a commitment by
Dawson to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the
success of Dawson with respect to securing any other financing on behalf of the Company.


 


The terms of our agreement in principle are as follows:


 


1.          Engagement.
The Company hereby engages Dawson, for the period beginning on the date hereof and ending five business days before the closing
of the merger described in the Company’s S-4 Registration Statement filed with the Securities and Exchange Commission on
April 15, 2015 (the “S-4”) (“Merger”), unless sooner terminated pursuant to
the terms of this engagement letter (the “Engagement Period”), to act as the Company’s exclusive
financial advisor, lead or managing placement agent and/or book runner and investment banker in connection with the proposed Offering
or any other financing. During the Engagement Period or until the consummation of the Offering, and as long as Dawson is proceeding
in good faith with preparations for the Offering, the Company agrees not to solicit, negotiate with or enter into any agreement
with any other source of financing (whether equity, debt or otherwise; whether private or public), any underwriter, potential underwriter,
placement agent, financial advisor, investment banking firm or any other person or entity in connection with an offering of the
Company’s debt or equity securities or any other financing by the Company.


 


	1 North Federal Highway • Suite
                                                         500 • Boca Raton, FL 33432 • Toll Free 866.928.0928 • Main
                                                         561.391.5555 • Fax 561.391.5757 • www.dawsonjames.com  Member
                                                         FINRA/SIPC

                            







 




    	 



    	 



    

 


2.          The
Offering. The Offering, the closing of which is not contingent on the closing of the Merger, will consist of the
offer for sale of up to 948,555 shares of common stock at not less than $2.75 pre share (the
“Securities”). The purpose of the Offering is to enable the Company to satisfy its net cash
requirements as described in a certain Merger Agreement filed as an exhibit to the S-4. It is understood that the net
proceeds to the Company after deduction and payment of all offering and related expenses must be not less than $2,100,000.
The Offering proceeds will be held in escrow and will be released contemporaneously with the closing of the Merger (as
described in the Merger Agreement). Dawson will act as the lead or managing placement agent for the Offering, subject to,
among other matters referred to herein and additional customary conditions, completion of Dawson’s due diligence
examination of the Company and its affiliates, and the execution of a Placement Agency Agreement between the Company and
Dawson in connection with the Offering (the “Placement Agency Agreement”). Dawson may: (i) with the
Company’s approval (not to be unreasonably withheld, conditioned or delayed), create selling group for the
Offering comprised of broker-dealers who are members of the Financial Industry Regulatory Authority (“FINRA”), (ii)
rely on soliciting dealers who are FINRA members to participate in placing a portion of the Offering, and/or (iii) offer
Securities in foreign jurisdictions. The actual size of the Offering, the precise number of Securities to be offered by the
Company and the offering price will be the subject of continuing negotiations between the Company and Dawson and will depend
upon, among other factors: (i) the capitalization of the Company at the time of the Offering, (ii) market and general
economic conditions and changes in the prospects and/or forecasts of the Company, (iii) the preparation and Dawson’s
review of the Company’s financial statements, (iv) Dawson’s determination of the Company’s pre-money
valuation (based upon the information provided to Dawson by the Company) and (v) other factors determined by Dawson. The
Company shall be responsible for any and all compliance with the securities laws applicable to it, including Regulation D and
the Securities Act, and Rule 506 promulgated thereunder, and unless otherwise agreed in writing, all state securities
(“blue sky”) laws. Dawson agrees to cooperate with counsel to the Company in that regard.


 


3.          Placement
Agent Compensation. The Company will pay to Dawson a placement agent fee of 8% of the gross proceeds received in the Offering.
Dawson will also be entitled to a non-accountable expense allowance equal to 1% of the gross proceeds received in the Offering.



 




    	2



    	 



    

 


4.          Private
Placement Memorandum. The Company will, as soon as practicable following the date of this Agreement, prepare a private
placement memorandum (the “Private Placement Memorandum”) covering the private offer and sale of the
Securities to be offered and sold in the Offering. The Private Placement Memorandum, and all amendments and supplements thereto,
will be in form reasonably satisfactory to Dawson and counsel to Dawson and will contain: (i) all audited financial statements
of the Company and such interim and other financial statements and schedules as may be required by the Securities Act and rules
and regulations promulgated thereunder, including without limitation Regulation D, and (ii) a description of the business of the
Company and such other disclosures regarding the Company and its officers and directors as may be required by the Securities Act
and rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder. The
Company will be solely responsible for the contents of its Private Placement Memorandum and any and all other written or oral communications
provided by or on behalf of the Company to any actual or prospective investor of the Securities, and the Company represents and
warrants that such materials and such other communications will not, as of the date of the offer or sale of the Securities, contain
any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they were made, not misleading. If at any time prior to
the completion of the offer and sale of the Securities an event occurs which would cause the Private Placement Memorandum (as supplemented
or amended) to contain an untrue statement of a material fact or to omit to state a material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made, not misleading, the Company will notify Dawson immediately
of such event and Dawson will suspend solicitations of the prospective purchasers of the Securities until such time as the Company
shall prepare a supplement or amendment to the Private Placement Memorandum which corrects such statement or omission. The Private
Placement Memorandum will include a description of the Placement Agency Agreement. The Placement Agency Agreement will be in form
satisfactory to Dawson and will include indemnification provisions and other terms and conditions customarily found in placement
agency agreements for PIPE offerings.


 


5.          Left
Blank Intentionally 


 


6.          Left
Blank Intentionally


 


6.          Expenses.
The Company will be responsible for and will pay all expenses relating to the Offering, including, without limitation, (a) all
filing fees and expenses relating to the registration of the Securities with the Commission; (b) all fees and expenses relating
to the listing of the Company’s common stock on the Nasdaq Stock Market or the NYSE MKT or on such other stock exchanges
as the Company and Dawson together determine; (c) all fees, expenses and disbursements relating to background checks of the Company’s
officers and directors; (d) all fees, expenses and disbursements required under the “blue sky” securities laws of such
states and other jurisdictions as Dawson may reasonably designate; (e) all fees, expenses and disbursements relating to the registration,
qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as Dawson may reasonably designate;
(f) the costs of all mailing and printing of the Offering documents; (g) the costs associated with bound volumes of the offering
materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will provide within
a reasonable time after the Closing in such quantities as Dawson may reasonably request; (h) the fees and expenses of the Company’s
accountants; (i) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (j) up to
$25,000 of Dawson’s legal and additional diligence expenses not covered by the provisions and terms of this Section 6 herein.



 


7.          Left
Blank Intentionally


 


8.          Left
Blank Intentionally 


 


9.          Survival.
Except as provided in Paragraphs 1, 9, 10, 11, 13, 14, 15, and 16 hereof (which Paragraphs are intended to be legally binding
and enforceable on and against the Company and Dawson), this engagement letter is not intended to be a binding legal document nor
a legal commitment on the part of Dawson to provide any financing to the Company, as the agreement between the parties hereto on
these matters will be embodied in the Placement Agency Agreement. Until the Placement Agency Agreement has been finally negotiated
and signed, the Company or Dawson may at any time terminate their further participation in the proposed transactions contemplated
hereby and the engagement by the Company of Dawson, and the party so terminating will have no liability to the other on account
of any matters provided for herein, except as provided for in this Agreement.


 




    	3



    	 



    

 


10.         Termination.
Regardless of which party elects to terminate their further participation in the proposed transactions contemplated hereby
and the engagement by the Company of Dawson, upon such termination, the Company will reimburse Dawson for, or otherwise pay and
bear, the expenses and fees to be paid and borne by the Company as provided for in Paragraph 6 above and to reimburse Dawson for
the full amount of its actual accountable expenses incurred to such date for all such expenses (which expenses will include, but
will not be limited to, all reasonable fees and disbursements of Dawson’s counsel, travel, lodging and other “road
show” expenses, mailing, printing and reproduction expenses, and any expenses incurred by Dawson in conducting its due diligence,
including background checks of the Company’s officers and directors), less amounts, if any, previously paid to Dawson in
reimbursement for such expenses.


 


11.         No
Other Agreements. The Company represents and warrants to Dawson that the entry into this engagement letter or any other
action of the Company in connection with the proposed Offering will not violate any agreement between the Company and any other
broker-dealer, underwriter or financial advisor.



 


12.         Publicity.
The Company agrees that it will not issue press releases or engage in any other publicity, without Dawson’s prior written
consent (which shall not be unreasonably withheld), commencing on the date hereof and continuing for a period of thirty (30) days
from final Closing of the Offering.


 


13.         Information.
During the Engagement Period or until the final Closing, the Company agrees to cooperate with Dawson and to furnish, or
cause to be furnished, to Dawson, any and all information and data concerning the Company, and the Offering that Dawson deems
appropriate (the “Information”). The Company will provide Dawson reasonable access during normal
business hours from and after the date of execution of this engagement letter until the date of the Closing to all of the
Company’s assets, properties, books, contracts, commitments and records and to the Company’s officers, directors,
employees, appraisers, independent accountants, legal counsel and other consultants and advisors. Except as contemplated by
the terms hereof or as required by applicable law, Dawson will keep strictly confidential all non-public Information
concerning the Company provided to Dawson. No obligation of confidentiality will apply to Information that: (a) is in the
public domain as of the date hereof or hereafter enters the public domain without a breach by Dawson, (b) was known or became
known by Dawson prior to the Company’s disclosure thereof to Dawson as demonstrated by the existence of its written
records, (c) becomes known to Dawson from a source other than the Company, and other than by the breach of an obligation of
confidentiality owed to the Company, (d) is disclosed by the Company to a third party without restrictions on its disclosure
or (e) is independently developed by Dawson.


 




    	4



    	 



    

 


14.         No
Third Party Beneficiaries; No Fiduciary Obligations. This engagement letter does not create, and shall not be construed
as creating rights enforceable by any person or entity not a party hereto, except those entitled hereto by virtue of the indemnification
provisions hereof. The Company acknowledges and agrees that: (i) Dawson is not and shall not be construed as a fiduciary of the
Company and shall have no duties or liabilities to the equity holders or the creditors of the Company or any other person by virtue
of this engagement letter or the retention of Dawson hereunder, all of which are hereby expressly waived; and (ii) Dawson is a
full service securities firm engaged in a wide range of businesses and from time to time, in the ordinary course of its business,
Dawson or its affiliates may hold long or short positions and trade or otherwise effect transactions for its own account or the
account of its customers in debt or equity securities or loans of the companies which may be the subject of the transactions contemplated
by this Agreement. During the course of Dawson engagement with the Company, Dawson may have in its possession material, non-public
information regarding other companies that could potentially be relevant to the Company or the transactions contemplated herein
but which cannot be shared due to an obligation of confidence to such other companies. 


 


15.         Indemnification,
Advancement & Contribution. 


 


(a) Indemnification.
The Company agrees to indemnify and hold harmless Dawson, its affiliates and each person controlling Dawson (within the meaning
of Section 15 of the Securities Act), and the directors, officers, agents and employees of Dawson, its affiliates and each such
controlling person (Dawson, and each such entity or person hereafter is referred to as an “Indemnified Person”)
from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”),
and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for
the Indemnified Persons) (collectively, the “Expenses”) and agrees to advance payment of such Expenses
as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any
Indemnified Person is a party thereto, arising out of the Offering or based upon or arising out of alleged any untrue statement
or alleged untrue statement of a material fact contained in (i) the Private Placement Memorandum, or any other offering documents
(as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors by, or with
the approval of, the Company in connection with the marketing of the Offering, including any “road show” or investor
presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document
or written communication (collectively called “application”) executed by the Company or based upon written information
furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or to file for
an exemption from such requirement or filed with the Commission, any state securities commission or agency, any national securities
exchange; or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were made, not misleading, unless such statement or omission
was made in reliance upon, and in conformity with, information provided to the Company by Dawson in writing specifically for use
in the Private Placement Memorandum, or any other offering documents. The Company also agrees to advance and to reimburse each
Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his
or its rights under this Section 15.


 




    	5



    	 



    

 


(b)          Procedure.
Upon receipt by an Indemnified Person of actual notice of an action against such Indemnified Person with respect to which indemnity
may reasonably be expected to be sought under this Section 15, such Indemnified Person shall promptly notify the Company in writing;
provided that failure by any Indemnified Person so to notify the Company shall not relieve the Company from any obligation or liability
which the Company may have on account of this Section 15 or otherwise to such Indemnified Person. The Company shall, if requested
by Dawson, assume the defense of any such action (including the employment of counsel designated by Dawson and reasonably satisfactory
to the Company). Any Indemnified Person shall have the right to employ separate counsel in any such action and participate in the
defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless: (i) the Company
has failed promptly to assume the defense and employ separate counsel designated by Dawson for the benefit of Dawson and the other
Indemnified Persons or (ii) such Indemnified Person shall have been advised that in the opinion of counsel that there is an actual
or potential conflict of interest that prevents (or makes it imprudent for) the counsel designated by Dawson and engaged by the
Company for the purpose of representing the Indemnified Person, to represent both such Indemnified Person and any other person
represented or proposed to be represented by such counsel. The Company shall not be liable for any settlement of any action effected
without its written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written
consent of Dawson, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or
threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether
or not such Indemnified Person is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional
release of each Indemnified Person, acceptable to such Indemnified Party, from all Liabilities arising out of such action for which
indemnification or contribution may be sought hereunder and (ii) does not include a statement as to or an admission of fault, culpability
or a failure to act, by or on behalf of any Indemnified Person. The advancement, reimbursement, indemnification and contribution
obligations of the Company required hereby shall be made by periodic payments of the amount thereof during the course of the investigation
or defense, as every Liability and Expense is incurred and is due and payable, and in such amounts as fully satisfy each and every
Liability and Expense as it is incurred (and in no event later than 30 days following the date of any invoice therefore).


 


(c)          Contribution.
In the event that a court of competent jurisdiction makes a finding that indemnity is unavailable to an Indemnified Person, the
Company shall contribute to the Liabilities and Expenses paid or payable by such Indemnified Person in such proportion as is appropriate
to reflect (i) the relative benefits to the Company, on the one hand, and to Dawson and any other Indemnified Person, on the other
hand, of the matters contemplated by this Section 15 or (ii) if the allocation provided by the immediately preceding clause is
not permitted by applicable law, not only such relative benefits but also the relative fault of the Company, on the one hand, and
Dawson and any other Indemnified Person, on the other hand, in connection with the matters as to which such Liabilities or Expenses
relate, as well as any other relevant equitable considerations; provided that in no event shall the Company contribute less than
the amount necessary to ensure that all Indemnified Persons, in the aggregate, are not liable for any Liabilities and Expenses
in excess of the amount of commissions actually received by Dawson in the Offering. The relative fault shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to
state a material fact relates to information supplied by the Company on the one hand or Dawson on the other and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company
and Dawson agree that it would not be just and equitable if contributions pursuant to this subsection (c) were determined by pro
rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above
in this subsection (c). For purposes of this paragraph, the relative benefits to the Company, on the one hand, and to Dawson on
the other hand, of the matters contemplated by this Section 15 shall be deemed to be in the same proportion as: (a) the total value
received by the Company in the Offering, whether or not such Offering is consummated, bears to (b) the commissions paid to Dawson
under this Agreement. Notwithstanding the above, no person guilty of fraudulent misrepresentation within the meaning of Section
11(f) of the Securities Act shall be entitled to contribution from a party who was not guilty of fraudulent misrepresentation.


 




    	6



    	 



    

 


(d)          Limitation.
The Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or
otherwise) to the Company for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant
to this engagement letter, the transactions contemplated thereby or any Indemnified Person’s actions or inactions in connection
with any such advice, services or transactions, except to the extent that a court of competent jurisdiction has made a finding
that Liabilities (and related Expenses) of the Company have resulted exclusively from such Indemnified Person’s gross negligence
or willful misconduct in connection with any such advice, actions, inactions or services.


 


16.         Governing
Law; Venue. This engagement letter will be deemed to have been made and delivered in the State of Florida and both
the binding provisions of this Agreement and the transactions contemplated hereby and by the Underwriting Agreement will be
governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of
Florida, without regard to the conflict of laws principles thereof. Each of Dawson and the Company: (i) agrees that any legal
suit, action or proceeding arising out of or relating to this engagement letter and/or the transactions contemplated hereby
will be instituted exclusively in the courts located in the county of Palm Beach, Florida (ii) waives any objection which it
may have or hereafter to the venue of any such suit, action or proceeding, and (iii) irrevocably consents to the jurisdiction
of the courts located in the county of Palm Beach, Florida, in any such suit, action or proceeding. Each of Dawson and the
Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action
or proceeding in such courts and agrees that service of process upon the Company mailed by certified mail to the
Company’s address will be deemed in every respect effective service of process upon the Company, in any such suit,
action or proceeding, and service of process upon Dawson mailed by certified mail to Dawson’s address will be deemed in
every respect effective service process upon Dawson, in any such suit, action or proceeding. Notwithstanding any provision of
this engagement letter to the contrary, the Company agrees that neither Dawson nor its affiliates, and the respective
officers, directors, employees, agents and representatives of Dawson, its affiliates and each other person, if any,
controlling Dawson or any of its affiliates, will have any liability (whether direct or indirect, in contract or tort or
otherwise) to the Company for or in connection with the engagement and transaction described herein except for any such
liability for losses, claims, damages or liabilities incurred by the Company that are finally judicially determined to have
resulted from the bad faith or gross negligence of such individuals or entities. Dawson will act under this engagement letter
as an independent contractor with duties to the Company. 


 


If you are in agreement
with the foregoing, please sign and return to us one copy of this engagement letter together with a payment to Dawson James Securities,
Inc. in the amount of the Advance. This engagement letter may be executed in counterparts (including facsimile or .pdf counterparts),
each of which shall be deemed an original but all of which together shall constitute one and the same instrument.


 


	 	Very truly yours,
	 	 
	 	DAWSON JAMES SECURITIES, INC.


 


	 	By 	 
	 	 	Name:
	 	 	 
	 	 	Title:


 


	Accepted and agreed as of	 
	the date first written above:	 
	 	 
	RUTHIGEN, Inc.	 


 


	By 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 


 




    	7