EXHIBIT 10.2



  


EXHIBIT
10.2


 


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 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED
OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY,
SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.


 


WARRANT
TO PURCHASE STOCK


 


	Company:	 	Imprimis Pharmaceuticals, Inc.
	Number of Shares: 	 	125,000
	Type/Series of Stock: 	 	Common Stock, par value $0.001 per share
	Warrant Price: 	 	$7.85 per share
	Issue Date: 	 	May 11, 2015
	Expiration Date: 	 	May 11, 2025 (See also Section 5.1(b))
	Credit Facility: 	 	This Warrant to Purchase Stock (“Warrant”) is
    issued in connection with that certain Loan and Security Agreement of even date herewith between IMMY Funding LLC and the
    Company (the “Loan Agreement”).


 


THIS
WARRANT CERTIFIES THAT, for good and valuable consideration, IMMY Funding LLC, a Delaware limited liability company with an office
located at 50 Main Street, Suite 1000, White Plains, NY 10606 (together with any successor or permitted assignee or transferee
of this Warrant or of any shares issued upon exercise hereof, “Holder”) is entitled to purchase the number
of fully paid and non-assessable shares (the “Shares”) of the above-stated Type/Series of Stock (the “Class”)
of the above-named company (the “Company”) at the above-stated Warrant Price, all as set forth above and as
adjusted pursuant to SECTION 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this
Warrant.


 


SECTION
1. EXERCISE.


 


1.1.
Method of Exercise. Holder may at any time and from time to time exercise this Warrant, in whole or in part, by delivering
to the Company the original of this Warrant together with a duly executed Notice of Exercise in substantially the form attached
hereto as Appendix 1 and, unless Holder is exercising this Warrant pursuant to a cashless exercise set forth in Section 1.2, 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 Warrant Price for the Shares being purchased.


 




    	 



    	 	 	 



    



 


1.2.
Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as
specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive
Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company
shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using the following formula:


 


	 	 	X = Y(A-B)/A
	 	 	 	 
	 	where:	 	 
	 	 	X =	the number of Shares to be issued to
    the 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 Warrant
    Price);
	 	 	 	 
	 	 	A =	the Fair Market Value (as determined
    pursuant to Section 1.3 below) of one Share; and
	 	 	 	 
	 	 	B =	the Warrant Price.



 

1.3.
Fair Market Value. If the Class of the Company’s capital stock is then traded or quoted on a nationally recognized
securities exchange, inter-dealer quotation system or over-the-counter market (a “Trading Market”), the fair
market value of a Share shall be the closing price or last sale price of a share of common stock reported for the Business Day
immediately before the date on which Holder delivers this Warrant together with its Notice of Exercise to the Company. If the
Class of the Company’s capital stock is not then traded in a Trading Market, the Board of Directors of the Company shall
determine the fair market value of a Share in its reasonable good faith judgment.


 


1.4.
Delivery of Certificate and New Warrant. Promptly after Holder exercises this Warrant in the manner set forth in Section
1.1 or 1.2 above, the Company shall deliver or cause to be delivered to Holder a certificate representing the Shares issued to
Holder upon such exercise and, if this Warrant has not been fully exercised and has not expired, a new warrant of like tenor representing
the Shares not so acquired.


 


1.5.
Replacement of Warrant. On 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, on delivery of an indemnity agreement reasonably satisfactory
in form, substance and amount to the Company or, in the case of mutilation, on surrender of this Warrant to the Company for cancellation,
the Company shall, within a reasonable time, execute and deliver to Holder, in lieu of this Warrant, a new warrant of like tenor
and amount.


 


1.6.
Treatment of Warrant Upon Acquisition of Company.


 


(a)
Acquisition. For the purpose of this Warrant, “Acquisition” means any transaction or series of related
transactions involving: (i) the sale, lease, exclusive license or other disposition of all or substantially all of the assets
of the Company; (ii) any merger or consolidation of the Company into or with another person or entity (other than a merger or
consolidation effected exclusively to change the Company’s domicile) or any other corporate reorganization, in each case
in which the stockholders of the Company in their capacity as such immediately prior to such merger, consolidation or reorganization
own less than a majority of the Company’s (or the surviving or successor entity’s) outstanding voting power immediately
after such merger, consolidation or reorganization; or (iii) the completion of any purchase offer, tender offer or exchange offer
(whether by the Company or another person or entity) pursuant to which holders of shares of the Company’s capital stock
representing 50% or more of the then-total outstanding combined voting power of the Company sell, tender or exchange their shares
for other securities, cash or property.


 




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(b)
Treatment of Warrant at Acquisition.


 


(i)
In the event of an Acquisition in which the consideration to be received by the Company’s stockholders consists solely of
cash, solely of Marketable Securities or a combination of cash and Marketable Securities (a “Cash/Public Acquisition”),
either (A) Holder shall exercise this Warrant pursuant to Section 1.1 and/or 1.2 and such exercise will be deemed effective immediately
prior to and contingent upon the consummation of such Acquisition or (B) if Holder elects not to exercise the Warrant, this Warrant
will expire immediately prior to the consummation of such Acquisition. The Company shall provide Holder with written notice of
any Cash/Public Acquisition (together with such reasonable information as Holder may reasonably require regarding the treatment
of this Warrant in connection with such contemplated Cash/Public Acquisition giving rise to such notice), which, subject to Section
3.2, is to be delivered to Holder not less than seven (7) Business Days prior to the closing of the proposed Cash/Public Acquisition.
Notwithstanding the foregoing, if, immediately prior to the Cash/Public Acquisition, the fair market value of one Share (or other
security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above would be greater than the Warrant
Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant
to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised, and the
Company shall promptly notify the Holder of the number of Shares (or such other securities) issued upon such exercise to the Holder.


 


(ii)
Upon the closing of any Acquisition other than a Cash/Public Acquisition, the acquiring, surviving or successor entity shall assume
the obligations of this Warrant, and this Warrant shall thereafter be exercisable for the same securities and/or other property
as would have been paid for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were
outstanding on and as of the closing of such Acquisition, subject to further adjustment from time to time in accordance with the
provisions of this Warrant.


 


(c)
Marketable Securities. For purposes of this Warrant, “Marketable Securities” means securities meeting
all of the following requirements: (i) the issuer thereof is then subject to the reporting requirements of Section 13 or Section
15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is then current in its filing
of all required reports and other information under the Act and the Exchange Act; (ii) the class and series of shares or other
security of the issuer that would be received by Holder in connection with the Acquisition were Holder to exercise this Warrant
on or prior to the closing thereof is then traded in a Trading Market; and (iii) Holder would be able to publicly resell pursuant
to Rule 144 promulgated under the Act, after six (6) months following the closing of such Acquisition, all of the issuer’s
shares and/or other securities that would be received by Holder in such Acquisition were Holder to exercise this Warrant in full
on or prior to the closing of such Acquisition, provided that Holder is not then and within the preceding three (3) months
has not been an affiliate of such issuer, as defined in Rule 144, and the other requirements of such rule are then satisfied.


 




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SECTION
2. ADJUSTMENTS TO THE SHARES AND WARRANT PRICE.


 


2.1.
Stock Dividends, Splits, Etc. If the Company, at any time while this Warrant is outstanding, declares or pays a dividend
or distribution on the outstanding shares of the Class payable in common stock or other securities or property (other than cash),
then upon exercise of this Warrant, for each Share acquired, Holder shall receive, without additional cost to Holder, the total
number and kind of securities and property which Holder would have received had Holder owned the Shares of record as of the date
the dividend or distribution occurred. If the Company subdivides the outstanding shares of the Class by reclassification or otherwise
into a greater number of shares, the number of Shares purchasable hereunder shall be proportionately increased and the Warrant
Price shall be proportionately decreased. If the outstanding shares of the Class are combined or consolidated, by reclassification
or otherwise, into a lesser number of shares, the Warrant Price shall be proportionately increased and the number of Shares shall
be proportionately decreased.


 


2.2.
Reclassification, Exchange, Combinations or Substitution. Upon any event whereby all of the outstanding shares of the Class
are reclassified, exchanged, combined, substituted, or replaced for, into, with or by Company securities of a different class
and/or series, then from and after the consummation of such event, this Warrant will be exercisable for the number, class and
series of Company securities that Holder would have received had the Shares been outstanding on and as of the consummation of
such event, and subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.
The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, combinations substitutions,
replacements or other similar events.


 


2.3.
No Fractional Share. No fractional Share shall be issuable upon exercise of this Warrant and, to the extent that a fractional
Share interest arises upon any exercise of this Warrant, the number of Shares to be issued upon such exercise shall be rounded
down to the nearest whole Share. If a fractional Share interest arises upon any exercise of the Warrant, the Company shall eliminate
such fractional Share interest by paying Holder in cash the amount computed by multiplying the fractional interest by (a) the
fair market value (as determined in accordance with Section 1.3 above) of a full Share, less (b) the then-effective Warrant Price.


 


2.4.
Notice/Certificate as to Adjustments. Upon each adjustment of the Warrant Price, Class and/or number of Shares, the Company,
at the Company’s expense, shall notify Holder in writing within a reasonable time setting forth the adjustments to the Warrant
Price, Class and/or number of Shares and facts upon which such adjustment is based. The Company shall, upon written request from
Holder, furnish Holder with a certificate of its Chief Financial Officer or other officer, including computations of such adjustment
and the Warrant Price, Class and number of Shares in effect upon the date of such adjustment.


 




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SECTION
3. REPRESENTATIONS AND COVENANTS OF THE COMPANY.


 


3.1.
Representations and Warranties. The Company represents and warrants to, and agrees with, the Holder as follows:


 


(a)
The initial Warrant Price referenced on the first page of this Warrant is equal to the arithmetic average of the volume-weighted
average price of the Shares on each of the ten (10) Business Days immediately preceding the Issue Date.


 


(b)
All Shares which may be issued upon the exercise of this Warrant shall, upon issuance, be duly authorized, validly issued, fully
paid and non-assessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under
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, common stock and other securities as will
be sufficient to permit the exercise in full of this Warrant.


 


3.2.
Notice of Certain Events. If the Company proposes at any time to:


 


(a)
declare any dividend or distribution upon the outstanding shares of the Class, whether in cash, property, stock, or other securities
and whether or not a regular cash dividend;


 


(b)
offer for subscription or sale pro rata to the holders of the outstanding shares of the Class any additional shares of any class
or series of the Company’s stock (other than pursuant to contractual pre-emptive rights);


 


(c)
effect any reclassification, exchange, combination, substitution, reorganization or recapitalization of the outstanding shares
of the Class; or


 


(d)
effect an Acquisition or liquidate, dissolve or wind up;


 


then,
in connection with each such event, the Company shall give Holder:


 


(i)
in the case of the matters referred to in clause (a) and (b) of this Section 3.2, at least seven (7) Business Days prior written
notice of the date on which a record will be taken for such dividend, distribution or subscription rights (and specifying the
date on which the holders of outstanding shares of the Class will be entitled thereto) or for determining rights to vote, if any,
in respect such matters; and


 


(ii)
in the case of the matters referred to in clause (c) and (d) of this Section 3.2, at least seven (7) Business Days prior written
notice of the date when the same will take place (and specifying the date on which the holders of outstanding shares of the Class
will be entitled to exchange their shares for the securities or other property deliverable upon the occurrence of such event).


 




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Reference
is made to Section 1.6(b), pursuant to which this Warrant will be deemed to be exercised pursuant to Section 1.2 hereof if the
Company does not give written notice to Holder of a Cash/Public Acquisition as required by the terms hereof. The Company will
also provide information requested by Holder that is reasonably necessary to enable Holder to comply with Holder’s accounting
or reporting requirements, provided that the Company shall not be required to provide Holder any trade secret of the Company.
Except as required by law, Holder shall (and shall cause its directors, officers, employees, agents and advisors, including, without
limitation, financial advisors, attorneys and accountants (collectively, “Representatives”) to) maintain as
confidential and not disclose to any other person or entity, other than its Representatives, or use for any purpose other than
as authorized herein any confidential information that is disclosed by the Company to Holder pursuant to the terms of this Warrant,
provided that Holder shall be responsible to the Company in all respects for any disclosure or use of any such information
by its Representatives that is in violation of the terms of this Warrant.


 


SECTION
4. REPRESENTATIONS AND COVENANTS OF THE HOLDER.


 


The
Holder represents and warrants to, and agrees with, the Company as follows:


 


4.1.
Purchase for Own Account. This Warrant and the securities to be acquired upon exercise of this Warrant by Holder are being
acquired for investment for Holder’s account, not as a nominee or agent, and not with a view to the public resale or distribution
within the meaning of the Act. Holder also represents that it has not been formed for the specific purpose of acquiring this Warrant
or the Shares.


 


4.2.
Disclosure of Information. Holder is aware of the Company’s business affairs and financial condition and has received
or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with
respect to the acquisition of this Warrant and its underlying securities. Holder further has had an opportunity to ask questions
and receive answers from the Company regarding the terms and 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.


 


4.3.
Investment Experience. Holder understands that the purchase of this Warrant and its underlying securities involves substantial
risk. Holder has experience as an investor in securities of companies in the development stage and acknowledges that Holder can
bear the economic risk of such Holder’s investment in this Warrant and its underlying securities and has such knowledge
and experience in financial or business matters that Holder is capable of evaluating the merits and risks of its investment in
this Warrant and its underlying securities and/or has a preexisting personal or business relationship with the Company and certain
of its officers, directors or controlling persons of a nature and duration that enables Holder to be aware of the character, business
acumen and financial circumstances of such persons.


 




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4.4.
Accredited Investor Status. Holder is an “accredited investor” within the meaning of Regulation D promulgated
under the Act.


 


4.5.
The Act. Holder understands that this Warrant and the Shares issuable upon exercise hereof have not been registered under
the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature
of the Holder’s investment intent and other representations as expressed herein. Holder understands that this Warrant and
the Shares issued upon any exercise hereof must be held indefinitely unless subsequently registered under the Act and qualified
under applicable state securities laws, or unless exemption from such registration and qualification are otherwise available.
Holder is aware of the provisions of Rule 144 promulgated under the Act.


 


4.6.
No Stockholder Rights. Except as expressly set forth herein, Holder, as a Holder of this Warrant, will not have any voting
rights or dividend or other rights as a stockholder of the Company unless and until the exercise of this Warrant.


 


SECTION
5. MISCELLANEOUS.


 


5.1.
Term and Automatic Conversion Upon Expiration.


 


(a)
Term. Subject to the provisions of Section 1.6 above, this Warrant is exercisable in whole or in part at any time and from
time to time on or before 6:00 P.M., Eastern time, on the Expiration Date and shall be void thereafter.


 


5.2.
Legends. The Shares (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) shall
be imprinted with a legend in substantially the following form:


 


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 STOCK ISSUED BY THE ISSUER TO
IMMY Funding LLC DATED MAY 11, 2015, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER,
SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.


 




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5.3.
Compliance with Securities Laws on Transfer. This Warrant and the Shares issuable upon exercise of this Warrant may not
be transferred or assigned in whole or in part except in compliance with applicable federal and state securities laws by the transferor
and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably
satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion
of counsel if the transfer is to any affiliate of Holder and the securities being transferred continue to bear the legend set
forth on the face of this Warrant or in Section 5.2 hereof, as applicable. Additionally, the Company shall not require the transferor
or transferee to deliver an opinion of counsel if there is no material question as to the availability of Rule 144 promulgated
under the Act.


 


5.4.
Transfer Procedure. Subject to the provisions of Section 5.3 and upon providing the Company with prior written notice,
Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant to any transferee, provided,
however, in connection with any such transfer, Holder will give the Company prior written notice of the portion of the
Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender
this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable); and provided further,
that any subsequent transferee shall agree in writing with the Company to be bound by all of the terms and conditions of this
Warrant.


 


5.5.
Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby
shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted
assigns of Holder.


 


5.6.
Notices. All notices and other communications hereunder from the Company to the Holder, or vice versa, shall be deemed
delivered and effective (a) when given personally, (b) on the third (3rd) Business Day after being mailed by first-class
registered or certified mail, postage prepaid, (c) upon actual receipt if given by facsimile or electronic mail and such receipt
is confirmed in writing by the recipient, or (d) on the first (1st) Business Day following delivery to a reliable overnight
courier service, courier fee prepaid, in any case at such address as may have been furnished to the Company or Holder, as the
case may be, in writing by the Company or such Holder from time to time in accordance with the provisions of this Section 5.6.
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:


 


With
a copy (which shall not constitute notice) to:


 


Notice
to the Company shall be addressed as follows until Holder receives notice of a change in address:


 



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With
a copy (which shall not constitute notice) to:


 


5.7.
Amendment and Waiver. This Warrant and any term hereof may be changed, waived, discharged or terminated (either generally
or in a particular instance and either retroactively or prospectively) only by an instrument in writing signed by the party against
which enforcement of such change, waiver, discharge or termination is sought.


 


5.8.
Counterparts; Facsimile/Electronic Signatures. This Warrant may be executed in counterparts, all of which together shall
constitute one and the same agreement. Any signature page delivered electronically or by facsimile shall be binding to the same
extent as an original signature page with regards to any agreement subject to the terms hereof or any amendment thereto.


 


5.9.
Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of Delaware, without
giving effect to its principles regarding conflicts of law.


 


5.10.
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.


 


5.11.
Business Days. For purposes of this Warrant, a “Business Day” is any day that is not a Saturday, Sunday
or a day on which banks in New York, New York are closed.


 


[Signature
page follows]


 






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IN
WITNESS WHEREOF, the parties have caused this Warrant to Purchase Stock to be executed by their duly authorized representatives
effective as of the Issue Date written above.


 


“COMPANY”


 


IMPRIMIS
PHARMACEUTICALS, INC.


 


	By:	/s/
    Mark L. Baum	 
	 	 	 
	Name:	Mark L. Baum	 
	 	(Print)	 
	 	 	 
	Title:	Chief Executive Officer	 


 


“HOLDER”


 


IMMY
Funding LLC


 


	By:	/s/
    Stephen J. DeNelsky	 
	 	 	 
	Name:	 Stephen J. DeNelsky	 
	 	(Print)	 
	 	 	 
	Title:	President	 



 



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APPENDIX
1


 


NOTICE
OF EXERCISE


 


1.
The undersigned Holder hereby exercises its right purchase ___________ shares of the Common Stock of Imprimis Pharmaceuticals,
Inc. (the “Company”) in accordance with the attached Warrant To Purchase Stock, and tenders payment of the
aggregate Warrant 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 1.2 of the Warrant


 


[  ]     Other
[Describe] __________________________________________


 


2.
Please issue a certificate or certificates 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 restates each of the representations and warranties in
Section 4 of the Warrant to Purchase Stock as of the date hereof.


 


	 	Holder’s 
	 	 	 
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 
	 	 	 
	 	(Date)	 



 


Appendix 1