Sox, I am really trying to not be combative or mean-spirited but I really wish you would let this go. You had been a long time positive poster on IPIX science but in the last few months you have frankly made yourself look very foolish. As everyone is well aware there are signature blocks for both parties in these types of agreements. If you actually read what you sent me as PROOF you would have noticed that the Definition section that you quoted from is part of EXHIBIT 10-1 Entitled SECURITIES PURCHASE AGREEMENT where it clearly states that the Company and each Purchaser agree as follows: Then the Lockdown and a hundred other definitions follow. In the 8k the very first sentence of Exhibit D it states “between Innovation Pharmaceuticals, Inc. (the “Company”) and the purchasers signatory thereto” Hint: The MFO is the purchaser. I will attach Exhibit D for the FOURTH time. I have also included the section that the MFO needed to fill out and sign. I realize you have a Master’s Degree in the loanranger School of nitpicking but your desperation to keep your false narrative on MFO selling and shorting is sad to see. I also noticed that loanranger posted this false information yesterday at the Swamp and I have attached his post as reference.
“EXHIBIT 10.1
SECURITIES PURCHASE AGREEMENT
This Securities Purchase Agreement (this “Agreement”) is dated as of October 5, 2018, between Innovation Pharmaceuticals Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:
loanranger
Saturday, 11/10/18 03:52:43 PM
Re: Yooper61 post# 2483490
Post # of 248401
"Logically, it doesn’t make sense to enter into a deal that permits and incentivizes the investor to destroy the share price of your stock."
Companies in dire need of cash have entered into far more painful agreements. Implicit in your comment is that no company would enter into an agreement with an investor that allowed the investor to sell its shares short. Agreements allowing short selling are entered into every day.
There seems to be a pervasive assumption around here that IPIX holds the bulk of the cards in its deals and IMO that needs to be reconsidered.
As to the Lock-up Agreement, I just noticed something that will clear up the issue of WHO it is designed to "lock up".
The Glossary/Definitions on page 4 of the SPA is sure to surprise you:
"“Lock-Up Agreement” means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors and officers of the Company, in the form of Exhibit D attached hereto."
IPIX has been required to prevent its own Officers and Directors from selling for 90 days. They are the people who are being required to sign a Lock-up Agreement, not the MFO and its owners.
EXHIBIT D
FORM OF LOCK-UP AGREEMENT
October ___, 2018
Purchasers under the Securities Purchase Agreement, dated October 5, 2018 (the “Purchase Agreement”) between Innovation Pharmaceuticals, Inc. (the “Company”) and the purchasers signatory thereto
Re: Offering by the Company
Ladies and Gentlemen:
Pursuant to the Purchase Agreement, the undersigned irrevocably agrees with the Company that, from the date hereof until ninety (90) days following the first closing date of the Company’s offering of registered securities pursuant to an effective shelf registration statement on Form S-3 (File No. 333-220419) and the Purchase Agreement (the “Offering”) (such period, the “Restriction Period”), the undersigned will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any Affiliate (as defined in the Purchase Agreement) of the undersigned or any person in privity with the undersigned or any Affiliate of the undersigned), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to, any shares of common stock of the Company or securities convertible, exchangeable or exercisable into, shares of common stock of the Company beneficially owned, held or hereafter acquired by the undersigned (the “Securities”); provided, however, that the foregoing prohibition shall not apply to sales of shares of the common stock of the Company made pursuant to a valid contract, instruction or plan that satisfies the requirements of Rule 10b5-1 under the Exchange Act (a “10b5-1 Plan”), provided that such 10b5-1 Plan existed or was entered into prior to the date hereof and provided that such sales were made at $2.00 (as adjusted for reverse and forward stock splits, recapitalizations and similar transactions following the date hereof) or higher. Beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. In order to enforce this covenant, the Company shall impose irrevocable stop-transfer instructions preventing the transfer agent of the Company from effecting any actions in violation of this letter agreement.
The undersigned acknowledges that the execution, delivery and performance of this letter agreement is a material inducement to the Purchasers to enter into the Purchase Agreement and the Company shall be entitled to specific performance of the undersigned’s obligations hereunder. The undersigned hereby represents that the undersigned has the power and authority to execute, deliver and perform this letter agreement, that the undersigned has received adequate consideration therefor and that the undersigned will indirectly benefit from the closing of the transactions contemplated by the Offering.
[PURCHASER SIGNATURE PAGES TO IPIX SECURITIES PURCHASE AGREEMENT]
IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
Name of Purchaser: ________________________________________________________
Signature of Authorized Signatory of Purchaser: __________________________________
Name of Authorized Signatory: ____________________________________________________
Title of Authorized Signatory: _____________________________________________________
Email Address of Authorized Signatory: _____________________________________________
Facsimile Number of Authorized Signatory: __________________________________________
Address for Notice to Purchaser:
Address for Delivery of Securities to Purchaser (if not same as address for notice):
Subscription Amount (Total): $_____________, allocated to First Closing: $______; and to Second Closing: $_________
Stated Value (1.09923664 x Subscription Amount) (Total): $ , allocated to First Closing: $___________; and to Second Closing: $_________
Shares of Preferred Stock (Total): ______, allocated to First Closing: ______; and to Second Closing: _____________
Series 1 Warrant Shares (Total): ____________, allocated to First Closing: ______; and to Second Closing: ______________
Series 2 Warrant Shares (Total): __________, allocated to First Closing: ______; and to Second Closing: ________________
Series 3 Warrant Shares (Total): __________, allocated to First Closing: _____; and to Second Closing: _______
EIN Number: _______________________
• Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date.
[SIGNATURE PAGES CONTINUE]
“EXHIBIT 10.1
SECURITIES PURCHASE AGREEMENT
This Securities Purchase Agreement (this “Agreement”) is dated as of October 5, 2018, between Innovation Pharmaceuticals Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:
loanranger
Saturday, 11/10/18 03:52:43 PM
Re: Yooper61 post# 2483490
Post # of 248401
"Logically, it doesn’t make sense to enter into a deal that permits and incentivizes the investor to destroy the share price of your stock."
Companies in dire need of cash have entered into far more painful agreements. Implicit in your comment is that no company would enter into an agreement with an investor that allowed the investor to sell its shares short. Agreements allowing short selling are entered into every day.
There seems to be a pervasive assumption around here that IPIX holds the bulk of the cards in its deals and IMO that needs to be reconsidered.
As to the Lock-up Agreement, I just noticed something that will clear up the issue of WHO it is designed to "lock up".
The Glossary/Definitions on page 4 of the SPA is sure to surprise you:
"“Lock-Up Agreement” means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors and officers of the Company, in the form of Exhibit D attached hereto."
IPIX has been required to prevent its own Officers and Directors from selling for 90 days. They are the people who are being required to sign a Lock-up Agreement, not the MFO and its owners.
EXHIBIT D
FORM OF LOCK-UP AGREEMENT
October ___, 2018
Purchasers under the Securities Purchase Agreement, dated October 5, 2018 (the “Purchase Agreement”) between Innovation Pharmaceuticals, Inc. (the “Company”) and the purchasers signatory thereto
Re: Offering by the Company
Ladies and Gentlemen:
Pursuant to the Purchase Agreement, the undersigned irrevocably agrees with the Company that, from the date hereof until ninety (90) days following the first closing date of the Company’s offering of registered securities pursuant to an effective shelf registration statement on Form S-3 (File No. 333-220419) and the Purchase Agreement (the “Offering”) (such period, the “Restriction Period”), the undersigned will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any Affiliate (as defined in the Purchase Agreement) of the undersigned or any person in privity with the undersigned or any Affiliate of the undersigned), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to, any shares of common stock of the Company or securities convertible, exchangeable or exercisable into, shares of common stock of the Company beneficially owned, held or hereafter acquired by the undersigned (the “Securities”); provided, however, that the foregoing prohibition shall not apply to sales of shares of the common stock of the Company made pursuant to a valid contract, instruction or plan that satisfies the requirements of Rule 10b5-1 under the Exchange Act (a “10b5-1 Plan”), provided that such 10b5-1 Plan existed or was entered into prior to the date hereof and provided that such sales were made at $2.00 (as adjusted for reverse and forward stock splits, recapitalizations and similar transactions following the date hereof) or higher. Beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. In order to enforce this covenant, the Company shall impose irrevocable stop-transfer instructions preventing the transfer agent of the Company from effecting any actions in violation of this letter agreement.
The undersigned acknowledges that the execution, delivery and performance of this letter agreement is a material inducement to the Purchasers to enter into the Purchase Agreement and the Company shall be entitled to specific performance of the undersigned’s obligations hereunder. The undersigned hereby represents that the undersigned has the power and authority to execute, deliver and perform this letter agreement, that the undersigned has received adequate consideration therefor and that the undersigned will indirectly benefit from the closing of the transactions contemplated by the Offering.
[PURCHASER SIGNATURE PAGES TO IPIX SECURITIES PURCHASE AGREEMENT]
IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
Name of Purchaser: ________________________________________________________
Signature of Authorized Signatory of Purchaser: __________________________________
Name of Authorized Signatory: ____________________________________________________
Title of Authorized Signatory: _____________________________________________________
Email Address of Authorized Signatory: _____________________________________________
Facsimile Number of Authorized Signatory: __________________________________________
Address for Notice to Purchaser:
Address for Delivery of Securities to Purchaser (if not same as address for notice):
Subscription Amount (Total): $_____________, allocated to First Closing: $______; and to Second Closing: $_________
Stated Value (1.09923664 x Subscription Amount) (Total): $ , allocated to First Closing: $___________; and to Second Closing: $_________
Shares of Preferred Stock (Total): ______, allocated to First Closing: ______; and to Second Closing: _____________
Series 1 Warrant Shares (Total): ____________, allocated to First Closing: ______; and to Second Closing: ______________
Series 2 Warrant Shares (Total): __________, allocated to First Closing: ______; and to Second Closing: ________________
Series 3 Warrant Shares (Total): __________, allocated to First Closing: _____; and to Second Closing: _______
EIN Number: _______________________
• Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date.
[SIGNATURE PAGES CONTINUE]
12
1
