Transgenomic Inc Sample Contracts

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Pre-Funded WARRANT To purchase Shares of Common Stock PRECIPIO, INC.
Precipio, Inc. • June 12th, 2023 • Laboratory analytical instruments

THIS Pre-Funded WARRANT to Purchase Shares of Common Stock (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”), but not thereafter, to subscribe for and purchase from Precipio, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock, par value $0.01 per share (the “Common Stock”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

EXHIBIT 2
Asset Purchase Agreement • May 17th, 2000 • Transgenomic Inc • Laboratory analytical instruments • Nebraska
COMMON STOCK
Transgenomic Inc • July 19th, 2000 • Laboratory analytical instruments • New York
Transgenomic, Inc. and _________, As Warrant Agent Form of Preferred Stock Warrant Agreement Dated As Of __________
Warrant Agreement • February 6th, 2015 • Transgenomic Inc • Laboratory analytical instruments • New York

This Preferred Stock Warrant Agreement (this “Agreement”), dated as of [—], between Transgenomic, Inc., a Delaware corporation (the “Company “) and [—], a [corporation] [national banking association] organized and existing under the laws of [—] and having a corporate trust office in [—], as warrant agent (the “Warrant Agent”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 27th, 2020 • Precipio, Inc. • Laboratory analytical instruments • Illinois

REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of March 26, 2020, by and between PRECIPIO, INC., a Delaware corporation (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").

PROMISSORY NOTE
Precipio, Inc. • May 16th, 2019 • Laboratory analytical instruments • New York

THIS 8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued 8% Senior Secured Convertible Promissory Notes of Precipio, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 4 Science Park, New Haven, CT 06511, designated as its 8% Senior Secured Convertible Promissory Notes due April 16, 2020 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 30th, 2017 • Transgenomic Inc • Laboratory analytical instruments • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of June 29, 2017, between Precipio, Inc. (formerly Transgenomic, Inc.), a Delaware corporation (the “Company”) and the investors set forth in Schedule A attached hereto (each a “Purchaser” and collectively, the “Purchasers”).

AGREEMENT
Transgenomic Inc • March 10th, 2000 • California
Transgenomic, Inc. _______ and ______, As Warrant Agent Form of Debt Securities Warrant Agreement Dated As of _______
Warrant Agreement • February 6th, 2015 • Transgenomic Inc • Laboratory analytical instruments • New York

This Debt Securities Warrant Agreement (this “Agreement”), dated as of [—], between Transgenomic, Inc, a Delaware corporation (the “Company”) and [—], a [corporation] [national banking association] organized and existing under the laws of [—] and having a corporate trust office in [—], as warrant agent (the “Warrant Agent”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 12th, 2023 • Precipio, Inc. • Laboratory analytical instruments • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of June 8, 2023, between Precipio, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

PURCHASE AGREEMENT
Purchase Agreement • March 27th, 2020 • Precipio, Inc. • Laboratory analytical instruments • Illinois

PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of March 26, 2020, by and between PRECIPIO, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).

AGREEMENT BETWEEN
Transgenomic Inc • November 12th, 2002 • Laboratory analytical instruments
3,573,899 Shares of Common Stock And Warrants to Purchase 714,780 Shares of Common Stock Transgenomic, Inc. PURCHASE AGREEMENT
Purchase Agreement • February 27th, 2015 • Transgenomic Inc • Laboratory analytical instruments • New York

Transgenomic, Inc., a Delaware corporation (the “Company”), proposes to sell to Craig-Hallum Capital Group LLC (“you” or the “Underwriter”) (i) an aggregate of 3,573,899 shares (the “Firm Shares”) of Common Stock, par value $0.01 per share (the “Common Stock”), of the Company and (ii) warrants of the Company, in the form set forth in Exhibit A hereto, to purchase 714,780 shares (“Warrant Shares”) of Common Stock at an exercise price of $2.24 per share (the “Firm Warrants”). Each Firm Share is being sold together with a Firm Warrant to purchase 0.20 shares of Common Stock at an exercise price of $2.24 per share. The Firm Shares and Warrant Shares consist of authorized but unissued shares of Common Stock to be issued and sold by the Company. The Firm Shares, Firm Warrants and Warrant Shares purchased pursuant to this Purchase Agreement (the “Agreement”) are herein collectively called the “Securities.”

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AT THE MARKET OFFERING AGREEMENT June 7, 2016
Market Offering Agreement • June 7th, 2016 • Transgenomic Inc • Laboratory analytical instruments • New York

Transgenomic, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with Craig-Hallum Capital Group LLC (the “Manager”) as follows:

WITNESSETH:
Agreement • March 25th, 2002 • Transgenomic Inc • Laboratory analytical instruments • California
BACKGROUND
Security Agreement • December 22nd, 2003 • Transgenomic Inc • Laboratory analytical instruments • New York
Form of Representative’s Warrant Agreement
Precipio, Inc. • August 23rd, 2017 • Laboratory analytical instruments • New York

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PRECIPIO, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

PLACEMENT AGENCY AGREEMENT November 2, 2017
Placement Agency Agreement • November 3rd, 2017 • Precipio, Inc. • Laboratory analytical instruments • New York
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 11th, 2016 • Transgenomic Inc • Laboratory analytical instruments

This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 8, 2016, by and among Transgenomic, Inc., a Delaware corporation (the “Company”), and the several signatories hereto (each, a “Purchaser” and collectively, the “Purchasers”).

UNDERWRITING AGREEMENT between Precipio, Inc. and AEGIS CAPITAL CORP., as Representative of the Several Underwriters
Underwriting Agreement • August 23rd, 2017 • Precipio, Inc. • Laboratory analytical instruments • New York

The undersigned, Precipio, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Precipio, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 16th, 2019 • Precipio, Inc. • Laboratory analytical instruments • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of May 14, 2019, between Precipio, Inc., a Delaware corporation (the “Company”) and the investors set forth in Schedule A attached hereto (each a “Purchaser” and collectively, the “Purchasers”).

PRECIPIO, INC. COMMON STOCK SALES AGREEMENT
Sales Agreement • April 2nd, 2021 • Precipio, Inc. • Laboratory analytical instruments • New York

Precipio, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners, as follows:

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 11th, 2016 • Transgenomic Inc • Laboratory analytical instruments • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of January 6, 2016 by and among Transgenomic, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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