alpn-ex46_203.htm



 

Exhibit 4.6

 

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.  NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.

 


	
Warrant No. [                   ]
	
Number of Shares: [                   ]

	
Date of Issuance: April 12, 2017
	
(subject to adjustment)

	
Vesting Commencement Date: March 29, 2017
	
 




 

ALPINE IMMUNE SCIENCES, INC.

Common Stock Purchase Warrant

Alpine Immune Sciences, Inc., a Delaware corporation (the “Company”), for value received, hereby certifies that [                   ], an individual, or her registered assigns (the “Registered Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at any time after the date hereof and on or before the Expiration Date (as defined in Section 5 below), up to [                   ] ([                   ]) shares (subject to the vesting provisions of Section 1(a) below or as adjusted from time to time pursuant to the provisions of this Warrant) of Common Stock of the Company, at a purchase price per share equal to U.S. [                   ] (U.S. $[                   ]).  The shares of Common Stock purchasable upon exercise of this Warrant and the purchase price per share, as adjusted from time to time pursuant to the provisions of this Warrant, are sometimes hereinafter referred to as the “Warrant Stock” and the “Purchase Price,” respectively.

1.Exercise.

(a)Manner of Exercise; Vesting.  The vested portion of this Warrant may be exercised by the Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit A duly executed by such Registered Holder or by such Registered Holder’s duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full of the Purchase Price payable in respect of the number of shares of Warrant Stock purchased upon such exercise.  The Warrant Stock shall initially be unvested and shall vest and become exercisable as follows: one forty-eighth (1/48th) of the shares shall vest on each monthly anniversary of the Vesting Commencement Date set forth above such that all shares shall be vested and exercisable upon the four (4)-year anniversary of the Vesting Commencement Date; provided, however, that such vesting shall terminate in the event that that certain Engagement Letter dated [                   ] by and between the Company and [                   ] is terminated for any reason.

 



 

(b)Effective Time of Exercise.  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 Section 1(a) above.  At such time, the person or persons in whose name or names any certificates for Warrant Stock shall be issuable upon such exercise as provided in Section 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Stock represented by such certificates.

(c)Net Issue Exercise.

(i)In lieu of exercising this Warrant in the manner provided above in Section 1(a), the Registered Holder may elect to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of such election in which event the Company shall issue to holder a number of shares of Common Stock computed using the following formula:

 


			
	
X =
	
 
	
Y (A - B)

	
 
	
 
	
      A




 


			
	
Where
	
X =
	
The number of shares of Warrant Stock to be issued to the Registered Holder.

	
 
	
 
	
 

	
 
	
Y =
	
The number of shares of Warrant Stock purchasable under this Warrant (at the date of such calculation).

	
 
	
 
	
 

	
 
	
A =
	
The fair market value of one share of Warrant Stock (at the date of such calculation).

	
 
	
 
	
 

	
 
	
B =
	
The Purchase Price (as adjusted to the date of such calculation).




(ii)For purposes of this Section 1(c), the fair market value of one share of Warrant Stock on the date of calculation shall mean with respect to each share of Warrant Stock:

(A)if the exercise is in connection with an initial public offering of the Company’s Common Stock, and if the Company’s Registration Statement relating to such public offering has been declared effective by the Securities and Exchange Commission, then the fair market value per share of Common Stock shall be the product of (1) the initial “Price to Public” specified in the final prospectus with respect to the offering and (2) the number of shares of Common Stock into which each share of Warrant Stock is convertible at the date of calculation; or

(B)if the exercise is other than in connection with an initial public offering of the Company’s Common Stock, the fair market value shall be at the highest price per share which the Company could obtain on the date of calculation from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by the Company’s board of directors (the “Board of Directors”), unless the Company is at such time subject to an acquisition as described in Section 5(b) 

 

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below, in which case the fair market value per share of Common Stock shall be deemed to be the value of the consideration per share received by the holders of such stock pursuant to such acquisition.

(d)Delivery to Holder.  As soon as practicable after the exercise of this Warrant in whole or in part, and in any event within thirty (30) days thereafter, the Company at its expense will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct:

(i)a certificate or certificates for the number of shares of Warrant Stock to which such Registered Holder shall be entitled, 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 shares of Warrant Stock 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 such shares purchased by the Registered Holder upon such exercise as provided in Section 1(a) above.

2.Adjustments.

(a)Stock Splits and Dividends.  If outstanding shares of the Company’s Common Stock shall be subdivided or combined into a greater or smaller number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be adjusted by multiplying the Purchase Price in effect immediately prior to such subdivision, combination or dividend by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding before giving effect to such subdivision, combination or dividend and the denominator shall be the number of shares of Common Stock outstanding immediately after giving effect to such subdivision, combination or dividend.  When any adjustment is required to be made in the Purchase Price, the number of shares of Warrant Stock 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.

(b)Reclassification, Etc.  In case of any reclassification or change of the outstanding securities of the Company or of any reorganization of the Company (or any other corporation the stock or securities of which are at the time receivable upon the exercise of this Warrant) or any similar corporate reorganization on or after the date hereof, then and in each such case the holder of this Warrant, upon the exercise hereof at any time after the consummation of such reclassification, change, reorganization, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise hereof prior to such consummation, the stock or other securities or property to which such holder would have been 

 

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entitled upon such consummation if such holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in Section 2(a); and in each such case, the terms of this Section 2 shall be applicable to the shares of stock or other securities properly receivable upon the exercise of this Warrant after such consummation.

(c)Adjustment Certificate.  When any adjustment is required to be made in the Warrant Stock or the Purchase Price pursuant to this Section 2, the Company shall promptly mail to the Registered Holder a certificate setting forth (i) a brief statement of the facts requiring such adjustment, (ii) the Purchase Price after such adjustment and (iii) the kind and amount of stock or other securities or property into which this Warrant shall be exercisable after such adjustment.

3.Transfers.

(a)Unregistered Security.  Each holder of this Warrant acknowledges that this Warrant and the Warrant Stock have not been registered under the Securities Act, and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of (i) an effective registration statement under the Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable U.S. federal or state securities law then in effect or (ii) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required.  Each certificate or other instrument for Warrant Stock issued upon the exercise of this Warrant shall bear a legend substantially to the foregoing effect.

(b)Transferability.  Subject to the provisions of Section 3(a) hereof this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of the Warrant with a properly executed assignment (in the form of Exhibit B hereto) at the principal office of the Company.  Notwithstanding anything else in this Warrant, Holder may not assign or transfer this Warrant without the Company’s prior written consent.

(c)Warrant Register.  The Company will maintain a register containing the names and addresses of the Registered Holders of this Warrant.  Until any transfer of this Warrant is made in the warrant register, the Company may treat the Registered Holder of this Warrant as the absolute owner hereof for all purposes; provided, however, that if this Warrant is properly assigned in blank, the Company may (but shall not be required to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.  Any Registered Holder may change such Registered Holder’s address as shown on the warrant register by written notice to the Company requesting such change.

4.No Impairment.  The Company will not, by amendment of its charter or through reorganization, consolidation, merger, dissolution, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holder of this Warrant against impairment.

 

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5.Termination.  This Warrant (and the right to purchase securities upon exercise hereof) shall terminate upon the earliest to occur of the following (the “Expiration Date”): (a) the seventh (7th) anniversary of the Date of Issuance set forth above, (b) the sale of all or substantially all of the Company’s assets, or any stock sale, merger, or consolidation of the Company with or into another corporation or business entity other than a stock sale, merger, or consolidation in which the holders of more than fifty percent (50%) of the shares of capital stock of the Company outstanding immediately prior to such transaction continue to hold (either by the voting securities remaining outstanding or by their being converted into voting securities of the surviving entity) more than fifty percent (50%) of the total voting power represented by the voting securities of the Company, or such surviving entity, outstanding immediately after such transaction; provided, however, that this Section 5(b) shall not apply to a merger effected exclusively for the purpose of changing the domicile of the Company, or in the event of a bona fide equity financing transaction, or (c) the closing of a firm commitment underwritten public offering pursuant to a registration statement under the Securities Act.

6.Notices of Certain Transactions.  In case:

(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, 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 capital stock of the Company, any consolidation or merger 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), 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 mail or cause to be mailed to the Registered Holder of this Warrant a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating 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 upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up) are to be determined.  Such notice shall be mailed at least ten (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 the issuance and delivery upon the exercise of this Warrant, such shares of Warrant Stock 

 

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and other stock, securities and property, as from time to time shall be issuable upon the exercise of this Warrant.

8.Exchange of Warrants.  Upon the surrender by the Registered Holder of any Warrant or Warrants, properly endorsed, to the Company at the principal office of the Company, the Company will, subject to the provisions of Section 3 hereof, issue and deliver to or upon the order of such Holder, at the Company’s expense, a new Warrant or Warrants of like tenor, in the name of such Registered Holder or as such Registered Holder (upon payment by such 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 called for on the face or faces of the Warrant or Warrants so surrendered.

9.Replacement of Warrants.  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 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.

10.Notices.  Any notice required or permitted by this Warrant shall be in writing and shall be deemed sufficient upon receipt, when delivered personally or by courier, overnight delivery service or confirmed facsimile, or forty-eight (48) hours after being deposited in the regular mail as certified or registered mail (airmail if sent internationally) with postage prepaid, addressed (a) if to the Registered Holder, to the address of the Registered Holder most recently furnished in writing to the Company and (b) if to the Company, to the address set forth below or subsequently modified by written notice to the Registered Holder.

11.No Rights as Stockholder.  Until the exercise of this Warrant, the Registered Holder of this Warrant shall not have or exercise any rights by virtue hereof as a stockholder of the Company.

12.No Fractional Shares.  No fractional shares of Common Stock or Warrant Stock will be issued in connection with any exercise hereunder.  In lieu of any fractional shares which would otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied by the fair market value of one share of Common Stock on the date of exercise, as determined in good faith by the Board of Directors.

13.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 amendment or waiver is sought.

14.Headings.  The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision of this Warrant.

 

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15.Governing Law.  This Warrant shall be governed, construed and interpreted in accordance with the laws of the State of Washington, without giving effect to principles of conflicts of law.

16.Issuance of Shares.  The Company covenants that the Warrant Stock, when issued pursuant to exercise of this Warrant, will be duly and validly issued, fully-paid and non-assessable, and free from all liens and changes with respect to the issuance thereof.

17.Additional Agreements.  Registered Holder hereby agrees, upon the exercise of this Warrant and as a condition to the Company’s obligation to issue any Warrant Stock upon the exercise of this Warrant, to become a party to any shareholder agreements, voting agreements, and/or right of first refusal agreements of the Company to which similarly situated shareholders are parties which may contain, among other things, a market standoff provision.

(signature page follows)

 

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IN WITNESS WHEREOF, this Common Stock Purchase Warrant (CSW-004) is hereby executed effective as of the Date of Issuance set forth above.

 


		
	
COMPANY:

 

	
ALPINE IMMUNE SCIENCES, INC.,

	
a Delaware corporation

 

	
By:
	
 

	
Name:
	
Dr. Mitchell H. Gold

	
Its:
	
Executive Chairman

	
 
	
 

	
Address:
	
201 Elliott Avenue West, Ste. 230

	
 
	
Seattle, WA 98119




 

ACCEPTED AND AGREED:

[                   ],
an individual

 


		
	
By:
	
 

	
Name:
	
[                   ]

	
 
	
 

	
Address:
	
[                   ]

	
 
	
[                   ]

	
 
	
[                   ]




 

 

 

 



 

EXHIBIT 1 

PURCHASE FORM

To:Alpine Immune Sciences, Inc.             Dated: _______________

The undersigned, pursuant to the provisions set forth in the attached Warrant No. CSW-004, hereby irrevocably elects to purchase ___________________shares of the Common Stock covered by such Warrant and herewith makes payment of $___________, representing the full purchase price for such shares at the price per share provided for in such Warrant.

 


		
	
Signature:
	
 

	
Name (print):
	
 

	
Title (if applicable)
	
 

	
Company (if applicable):
	
 




 




 



 

EXHIBIT 2

ASSIGNMENT FORM

FOR VALUE RECEIVED, _____________________________________________ hereby sells, assigns and transfers all of the rights of the undersigned under the attached Warrant with respect to the number of shares of Common Stock covered thereby set forth below, to:

 


	
Name of Assignee
	
 
	
Mailing Address and E-mail Address
	
 
	
No. of Shares

	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 





	
Dated: 
	
Signature:              




 


		
	
Printed Name:
	
 

	
Witness:
	
 

	
Printed Name:
	
 




 

 

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