Exhibit 10.61
THE SECURITIES SUBJECT TO THIS SUBSCRIPTION
AGREEMENT ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER
THE SECURITIES ACT OF 1933 (the “1933 Act”), AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO REGISTRATION
OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR
AN INDEFINITE PERIOD OF TIME.
NAME OF SUBSCRIBER: _________________
CORONADO BIOSCIENCES, INC.
SUBSCRIPTION
AGREEMENT
The undersigned (the “Purchaser”)
hereby subscribes to and agrees to purchase _______________________ shares of Common Stock (the “Shares”) of Coronado
Biosciences, Inc., a Delaware corporation (the “Corporation”), for a purchase price of $______ per share, the closing
price on the date hereof. The subscription price hereunder shall be payable in full upon acceptance hereof by the Corporation.
The Purchaser hereby represents, warrants
and agrees as follows.
(a)
The
Purchaser is a resident of the State of ____________________.
(b) The
transfer of securities contemplated hereby is made in reliance upon the Purchaser's representation to the Corporation, which by
the Purchaser’s acceptance hereof the Purchaser hereby confirms, the Shares to be received by the Purchaser will be acquired
for investment for Purchaser’s own account, not as a nominee or agent, and not with a view to the sale or distribution of
any part thereof, and the Purchaser has no present intention of selling, granting participation in, or otherwise distributing
the same. By executing this Subscription Agreement, the Purchaser further represents that the Purchaser does not have any contract,
undertaking, agreement, or arrangement with any person to sell, transfer or grant participations to such person, or to any third
person, with respect to any of the Shares.
(c) The
Purchaser understands that the Shares have not been registered under the 1933 Act on the grounds that the sale provided for in
this Agreement and the issuance of securities hereunder is exempt from registration under the 1933 Act, and that the Corporation's
reliance on such exemption is predicated in part on the Purchaser's representations set forth herein. The Purchaser realizes that
the basis for the exemption may not be present if, notwithstanding such representations, the Purchaser has in mind merely acquiring
the Shares for a fixed or determined period in the future, or for a market rise, or for sale if the market does not rise. The
Purchaser does not have any such intention.
(d) The
Purchaser represents that the Purchaser is experienced in evaluating early-stage companies such as the Corporation, is able to
fend for the Purchaser’s own self in the transactions contemplated by this Agreement, has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and risks of Purchaser’s investment, and has
the ability to bear the economic risks of the Purchaser’s investment. The Purchaser further represents that the Purchaser
has had access, during the course of the transactions and prior to the Purchaser’s acquisition of Shares, to all such information
as the Purchaser deemed necessary or appropriate (to the extent the Corporation possessed such information or could acquire it
without unreasonable effort or expense), and that the Purchaser has had, during the course of the transactions and prior to the
Purchaser’s acquisition of Shares, the opportunity to ask questions of, and receive answers from, the Corporation concerning
the terms and conditions of the offering and to obtain additional information (to the extent the Corporation possessed such information
or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to the
Purchaser or to which the Purchaser had access.
(e) The Purchaser understands that the
Shares may not be sold, transferred or otherwise disposed of without registration under the 1933 Act or an exemption therefrom,
and that in the absence of an effective registration statement covering the Shares or an available exemption from registration
under the 1933 Act, the Shares must be held indefinitely. In particular, the Purchaser is aware that the Shares may not be sold
pursuant to Rule 144 promulgated under the 1933 Act unless all of the conditions of that Rule are met. The Purchaser represents
that, in the absence of an effective registration statement covering the Shares the Purchaser will sell, transfer, or otherwise
dispose of the Shares only in a manner consistent with the Purchaser’s representations set forth herein.
(f) The Purchaser agrees that in no
event will the Purchaser make a transfer or disposition of any of the Shares (other than pursuant to an effective registration
statement under the 1933 Act or, to the Corporation's reasonable satisfaction, pursuant to Rule 144), unless and until (i) the
Purchaser shall have notified the Corporation of the proposed disposition and shall have furnished the Corporation with a statement
of the circumstances surrounding the disposition, and (ii) if requested by the Corporation, at the expense of the Purchaser
or transferee, the Purchaser shall have furnished to the Corporation an opinion of counsel, reasonably satisfactory to the Corporation,
to the effect that such transfer may be made without registration under the 1933 Act.
(g) The Purchaser understands that each
certificate representing the Shares will be endorsed with a legend substantially as follows.
THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.
THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED,
PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS
OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS.
(h) The Purchaser will indemnify the
Corporation, its officers, directors, stockholders, employees and agents against any losses or damages suffered by any of them
as a result of the failure of the above representations and warranties to be true or the failure of the Purchaser to comply with
the agreements set forth herein.
(i) The Purchaser represents that it is an “Accredited Investor” as such term is
defined in Rule 501 or Regulation D promulgated under the Securities Act of 1933, as amended.
(j) By execution below, Purchaser consents,
without limiting the manner by which notice otherwise may be given effectively to stockholders, that any notice to stockholders
given by the Corporation pursuant to the Delaware General Corporation Law or the Corporation’s Certificate of Incorporation
or Bylaws, shall be effective if given by either electronic mail or fax if directed to either the electronic mail address or facsimile
number set forth below Purchaser
’
s signature.
The foregoing consent shall be revocable by Purchaser upon delivery of written notice to the Corporation. In addition, the
foregoing consent shall be deemed to be revoked without any action by Purchaser if (1) the Corporation is unable to deliver by
electronic transmission two consecutive notices given by the Corporation in accordance with such consent and (2) such inability
becomes known to the secretary or an assistant secretary of the Corporation or to the transfer agent, or other person responsible
for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate
any meeting or other action.
[Signatures on the following page]
IN WITNESS WHEREOF, the parties have duly
executed this Agreement as of the __ day _______________________.
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CORPORATION:
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Coronado Biosciences, Inc.
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By:
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PURCHASER:
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(SEAL)
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Name:
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Address:
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Exhibit
99.1
CORONADO BIOSCIENCES RAISES $3,500,000
THROUGH THE PRIVATE PLACEMENT OF RESTRICTED COMMON STOCK
Shares were sold at the closing price on November 6, 2014
Participating in the transaction were DAK Capital and Officers
and Directors, Dr. Lindsay A. Rosenwald, Michael S. Weiss and Malcolm Hoenlein
Burlington, Mass., November 7, 2014
– Coronado
Biosciences, Inc. (CNDO) announced today that it raised $3,501,750 through the sale of restricted common stock. The shares were
priced at the closing price on November 6, 2014. Participating in the financing were DAK Capital, Dr. Lindsay A. Rosenwald, Chairman
and CEO of the Company, Michael S. Weiss, Executive Vice Chairman and Malcolm Hoenlein, Director.
About Coronado Biosciences
Coronado Biosciences is a biopharmaceutical company dedicated
to investing in, acquiring, developing and commercializing novel pharmaceutical products. The Company’s portfolio currently
includes novel immunotherapy agents for the treatment of autoimmune diseases and cancer. As part of its growth strategy, the company
plans to leverage its biopharmaceutical business and drug development expertise to acquire rights to, or to finance, innovative
pharmaceutical and biotechnology products, technologies and/or companies, using a variety of approaches including licensing, partnerships,
joint ventures, direct financings and/or public and private spin-outs. For more information, visit
www.coronadobiosciences.com
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Forward-Looking Statements
This press release may contain “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements
include, but are not limited to, any statements relating to our growth strategy and product development programs and any other
statements that are not historical facts. Forward-looking statements are based on management’s current expectations and are
subject to risks and uncertainties that could negatively affect our business, operating results, financial condition and stock
price. Factors that could cause actual results to differ materially from those currently anticipated are: risks related to our
growth strategy; our ability to obtain, perform under and maintain financing and strategic agreements and relationships; risks
relating to the results of research and development activities; uncertainties relating to preclinical and clinical testing; our
dependence on third party suppliers; our ability to attract, integrate, and retain key personnel; the early stage of products under
development; our need for substantial additional funds; government regulation; patent and intellectual property matters; competition;
as well as other risks described in our SEC filings. We expressly disclaim any obligation or undertaking to release publicly any
updates or revisions to any forward looking statements contained herein to reflect any change in our expectations or any changes
in events, conditions or circumstances on which any such statement is based, except as required by law.
Contact:
Lucy Lu, MD, Executive Vice President & Chief Financial
Officer
Coronado Biosciences, Inc.
781-652-4525;
ir@coronadobio.com