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Replies to post #339894 on Innovation Pharmaceuticals Inc (IPIX)
2.1 Closing.
(a) On the First Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, an aggregate of 3,053 shares of Preferred Stock, 3,053 Series 1 Warrants and 3,053 Series 2 Warrants for a total purchase price of $3,000,000 (each share being purchased for $982.50). Each Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to its Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective First Closing Shares and Warrants, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of NMRS or such other location as the parties shall mutually agree. The Company covenants that, if the Purchaser delivers a Notice of Conversion (as defined in the Certificate of Designation) to convert any Closing Shares between the date hereof and 12:00 p.m. (New York City time) on the First Closing Date, the Company shall deliver Conversion Shares subject to such Notice(s) of Conversion to the Purchaser by 4:00 p.m. (New York City time) on the First Closing Date.
(b) On the Second Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, an aggregate of 2,036 shares of Preferred Stock, 2,036 Series 1 Warrants and 2,036 Series 2 Warrants for a total purchase price of $2,000,000 (each share being purchased for $982.50). Each Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to its Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Second Closing Shares and Warrants, as determined pursuant to Section 2.2(d), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of NMRS or such other location as the parties shall mutually agree. The Company covenants that, if the Purchaser delivers a Notice of Conversion (as defined in the Certificate of Designation) to convert any Closing Shares between the date hereof and 12:00 p.m. (New York City time) on the Second Closing Date, the Company shall deliver Conversion Shares subject to such Notice(s) of Conversion to the Purchaser by 4:00 p.m. (New York City time) on the Second Closing Date.
4.3 Acknowledgment of Dilution. The Company acknowledges that the issuance of the Securities may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations under the Transaction Documents, including, without limitation, its obligation to issue the Conversion Shares and Warrant Shares pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.
