Attached files
file | filename |
---|---|
S-1/A - CorMedix Inc. | v177841_s1a.htm |
EX-1.1 - CorMedix Inc. | v177841_ex1-1.htm |
EX-4.5 - CorMedix Inc. | v177841_ex4-5.htm |
EX-4.4 - CorMedix Inc. | v177841_ex4-4.htm |
EX-3.5 - CorMedix Inc. | v177841_ex3-5.htm |
EX-4.2 - CorMedix Inc. | v177841_ex4-2.htm |
EX-5.1 - CorMedix Inc. | v177841_ex5-1.htm |
EX-4.1 - CorMedix Inc. | v177841_ex4-1.htm |
EX-23.1 - CorMedix Inc. | v177841_ex23-1.htm |
Exhibit
4.3
NUMBER
________-
|
THIS
WARRANT WILL BE VOID IF NOT EXERCISED PRIOR
TO
5:00 P.M. NEW YORK CITY TIME, [_________], 2015
|
WARRANTS
|
CORMEDIX
INC.
WARRANT
THIS
CERTIFIES THAT, for value received
is the
registered holder of a Warrant or Warrants expiring [__________], 2015 (the
“Warrant”) to purchase one fully paid and non-assessable share of Common Stock,
par value $.001 per share (“Shares”), of CorMedix Inc., a Delaware
corporation (the “Company”), for each Warrant evidenced by this Warrant
Certificate. The Warrant entitles the holder thereof to purchase from
the Company, commencing upon the earlier to occur of (i) the expiration of the
underwriters’ over-allotment option as described in the Company’s Registration
Statement on Form S-1 (Registration No. 333-163380) or (ii) the exercise in full
of such over-allotment option, such number of Shares of the Company at the price
of $[____] per share, upon surrender of this Warrant Certificate and payment of
the Warrant Price (as defined below) at the office or agency of the Warrant
Agent, Onyx Stock Transfer, LLC (such payment to be made by certified check made
payable to the Company or by wire transfer of immediately available funds to an
account designated by the Company), but only subject to the conditions set forth
herein and in the Warrant Agreement between the Company and the warrant agent
named therein (the “Warrant Agreement”). Notwithstanding anything
else in this Warrant Certificate, or the Warrant Agreement, no Warrant may be
exercised unless at the time of exercise (i) a registration statement covering
the Warrant Shares to be issued upon exercise is effective under the Act and
(ii) a prospectus thereunder relating to the Warrant Shares is
current. In no event shall the registered holder of this Warrant be
entitled to receive a net-cash settlement, shares of common stock or other
consideration in lieu of physical settlement in Shares of the
Company. The Warrant Agreement provides that upon the occurrence of
certain events the Warrant Price and the number of Shares purchasable hereunder,
set forth on the face hereof, may, subject to certain conditions, be
adjusted. The term Warrant Price as used in this Warrant
Certificate refers to the price per Share at which Shares may be purchased at
the time the Warrant is exercised.
This
Warrant will expire on the date first above written if it is not exercised prior
to such date by the registered holder pursuant to the terms of the Warrant
Agreement or if it is not redeemed by the Company prior to such
date.
No
fraction of a Share will be issued upon any exercise of a Warrant. If
the holder of a Warrant would be entitled to receive a fraction of a Share upon
any exercise of a Warrant, the Company shall, upon such exercise, round up to
the nearest whole number the number of Shares to be issued to such
holder.
Upon any
exercise of the Warrant for less than the total number of full Shares provided
for herein, there shall be issued to the registered holder hereof or his
assignee a new Warrant Certificate covering the number of Shares for which the
Warrant has not been exercised.
Warrant
Certificates, when surrendered at the office or agency of the Warrant Agent by
the registered holder hereof in person or by attorney duly authorized in
writing, may be exchanged in the manner and subject to the limitations provided
in the Warrant Agreement, but without payment of any service charge, for another
Warrant Certificate or Warrant Certificates of like tenor and evidencing in the
aggregate a like number of Warrants.
Upon due
presentment for registration of transfer of the Warrant Certificate at the
office or agency of the Warrant Agent, a new Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like number of
Warrants shall be issued to the transferee in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agreement,
without charge except for any applicable tax or other governmental
charge.
The
Company and the Warrant Agent may deem and treat the registered holder as the
absolute owner of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof, of any distribution to the registered holder, and for all other
purposes, and neither the Company nor the Warrant Agent shall be affected by any
notice to the contrary.
This
Warrant does not entitle the registered holder to any of the rights of a
stockholder of the Company.
The
Company reserves the right to call the Warrant prior to its exercise, with a
notice of call in writing to the holders of record of the Warrant, giving 30
days’ notice of such call at any time after the Warrant becomes exercisable if
the last sale price of the Shares has been at least $5.00 per share on each of
20 trading days within a 30 trading day period ending on the third business day
prior to the date on which notice of such call is given. The call price of the
Warrants is to be $0.01 per Warrant. Any Warrant either not exercised or
tendered back to the Company by the end of the date specified in the notice of
call shall be canceled on the books of the Company and have no further value
except for the $0.01 call price.
By
__________________________________________
|
____________________________________________
|
|
President
|
Secretary
|
Onyx Stock Transfer,
LLC
By:
__________________________
Its:
Its:
SUBSCRIPTION FORM
To Be Executed by the Registered Holder
in Order to Exercise Warrants
The undersigned Registered Holder
irrevocably elects to exercise ______________ Warrants represented by this
Warrant Certificate, and to purchase the shares of Common Stock issuable upon
the exercise of such Warrants, and requests that Certificates for such shares
shall be issued in the name of
(PLEASE TYPE OR PRINT NAME AND
ADDRESS)
|
|
|
(SOCIAL SECURITY OR TAX
IDENTIFICATION NUMBER)
and be delivered to
_________________________________________________________________________________________________________
(PLEASE PRINT OR TYPE NAME AND
ADDRESS)
________________________________________________________________________________________________________________________
and, if such number of Warrants shall
not be all the Warrants evidenced by this Warrant Certificate, that a new
Warrant Certificate for the balance of such Warrants be registered in the name
of, and delivered to, the Registered Holder at the address stated
below:
Dated:
_____________________
|
___________________________________________
|
(SIGNATURE)
|
|
___________________________________________
|
|
(ADDRESS)
|
|
___________________________________________
|
|
___________________________________________
|
|
(TAX IDENTIFICATION
NUMBER)
|
Signature Guaranteed:
______________________________
THE SIGNATURE TO THE SUBSCRIPTION FORM
MUST CORRESPOND TO THE NAME WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN
EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER,
AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF
THE AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK
EXCHANGE OR CHICAGO STOCK EXCHANGE.
ASSIGNMENT
To Be Executed by the Registered Holder
in Order to Assign Warrants
For Value Received,
_______________________ hereby sell, assign, and transfer
unto
(PLEASE TYPE OR PRINT NAME AND
ADDRESS)
|
|
|
(SOCIAL SECURITY OR TAX
IDENTIFICATION NUMBER)
and be delivered to
________________________________________________________________________________________________________
(PLEASE PRINT OR TYPE NAME AND
ADDRESS)
______________________ of the Warrants
represented by this Warrant Certificate, and hereby irrevocably constitute and
appoint _________________________________ Attorney to transfer this Warrant
Certificate on the books of the Company, with full power of substitution in the
premises.
Dated:
_________________________
|
_________________________________
|
(SIGNATURE)
|
Signature Guaranteed:
______________________________
THE SIGNATURE TO THE ASSIGNMENT OF THE
SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME WRITTEN UPON THE FACE OF THIS
WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR
ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST
COMPANY OR A MEMBER FIRM OF THE AMERICAN STOCK EXCHANGE, NEW YORK STOCK
EXCHANGE, PACIFIC STOCK EXCHANGE OR CHICAGO STOCK
EXCHANGE.