Sevion Therapeutics, Inc. (Form: 8-K, Received: 02/22/2017 16:32:25)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 15, 2017

Sevion Therapeutics, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-31326	84-1368850
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10210 Campus Point Drive, Suite 150, San Diego, CA	92121
(Address of Principal Executive Offices)	(Zip Code)

858-909-0749

(Registrant's telephone number,

including area code)

___________________ Not applicable _____________________

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Item 1.01 Entry into a Material Definitive Agreement.

Consent and Waiver Agreement

As previously disclosed, between May and July 2015, Sevion Therapeutics, Inc., a Delaware corporation (the “ Company ”) conducted a financing transaction in which it issued to investors units consisting of either (i) shares of the Company’s common stock, par value $0.01 (the “ Common Stock ”), or, at the election of the Subscriber, (ii) shares of the Company’s 0% Series C Convertible Preferred Stock, par value $0.01 per share (the “ Series C Preferred Stock ”) and a warrant to purchase one half of one share of Common Stock at an exercise price of $1.50, and also issued certain warrants to its placement agent as partial compensation for its services (hereinafter referred to as the “ 2015 Financing ”). In connection with the 2015 Financing, the Company granted certain anti-dilution and exercise price adjustment rights to the investors and placement agent (hereinafter referred to as the “ Price Protection Provisions ”).

The Price Protection Provisions expired on January 27, 2017. Notwithstanding this, on February 15, 2017, in connection with the Notes and the Exchange Agreement (both as defined below), the Company executed a consent and waiver agreement, by and among the Company and certain investors (the “ Consent and Waiver Agreement ”), which extended the Price Protection Provisions and set a floor at $0.40 per share, which was triggered by the Notes. The foregoing description of the terms of the Consent and Waiver Agreement is qualified in its entirety by the provisions of the Consent and Waiver Agreement, which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

Item 3.02 Unregistered Sale of Equity Securities

Preferred Stock Exchange Agreement

On February 15, 2017, in connection with the issuance of the Notes discussed below, certain of the holders of the Company’s outstanding 10% Convertible Series A Preferred Stock, par value $0.01 per share (the “ Series A Preferred Stock ”) exchanged 310 shares of Series A Preferred Stock for 1,240,000 shares of Common Stock, at an exchange price of $0.25 per share, pursuant to a preferred stock exchange agreement, by and among the Company and the holders of its Series A Preferred Stock (the “ Exchange Agreement ”). The foregoing description of the terms of the Exchange Agreement is qualified in its entirety by the provisions of the Exchange Agreement, which is filed as Exhibit 10.2 hereto and incorporated by reference herein.

The shares of Common Stock issued pursuant to the Exchange Agreement were issued solely to former holders of Series A Preferred Stock, upon exchange pursuant to the exemption from registration provided under Section 3(a)(9) of the Securities Act of 1933, as amended (the “ Securities Act ”). This exemption is available to the Company because the shares of Common Stock were exchanged by the Company with its existing security holders with no commission or other remunerations being paid or given for soliciting such an exchange.

Convertible Promissory Notes

On February 15, 2017, the Company issued convertible promissory notes (the “ Notes ”) in the aggregate amount of $500,000 to OPKO Health, Inc. and an existing stockholder of the Company (the “ Noteholders ”). The Notes have customary events of default, an interest rate of 6% per annum, and principal and interest due six months from the date of issuance (the “ Maturity Date ”).

The Notes provide for mandatory conversion: (a) if the Company enters into a transaction or series of transactions for an aggregate sale price of at least One Million Dollars ($1,000,000) of the Company’s capital stock (referred to as the “ Qualified Financing ”) then the outstanding principal balance and accrued but unpaid interest on the Notes will automatically convert into such capital stock sold in the Qualified Financing at a conversion price equal to the lesser of (i) the price per share paid by investors at the close of the Qualified Financing or (ii) $0.10 (the “ Conversion Price ”); or (b) upon a sale of all or substantially all of the Company’s assets, whether by sale, acquisition or merger, the outstanding principal balance and accrued but unpaid interest on the Notes will automatically convert at the Conversion Price into shares of Common Stock or such other securities on terms and conditions agreed upon by the Company and the holders of a majority of the outstanding principal amount of the Notes. Additionally, the Notes contain an optional conversion feature which provides that all or any portion of the outstanding principal balance and accrued but unpaid interest on the Notes may be converted at the Conversion Price.

In connection with the issuance of the Notes, the Company also amended and restated promissory notes issued to the Noteholders in November 2016 (the “ Previous Notes ”) in order to make the Previous Notes convertible upon the same terms as the Notes. As previously publicly disclosed, the Previous Notes had customary events of default, an interest rate of 5% per annum, and principal and interest due twelve months from their issuance. The Previous Notes, as amended and restated, are referred to as the “ Amended Notes ”.

Notwithstanding the above, the Notes and the Amended Notes contain a blocker feature which does not allow for conversion if it would cause such purchaser’s beneficial ownership of the shares of capital stock of any class of the Company outstanding at the time of conversion to exceed 4.99%, except that the Company may increase this beneficial ownership limitation to 9.99% in such purchaser’s sole discretion upon sixty-one (61) days’ notice. This limitation automatically terminates on the date that is fifteen (15) days prior to the Maturity Date. The foregoing description of the terms of the Notes and the Amended Notes is qualified in its entirety by the provisions of the Notes and Amended Notes, which are filed hereto as Exhibits 4.1 and 4.2, respectively, and incorporated by reference herein.

The Notes and the Amended Notes were issued pursuant to the exemption from registration afforded by Section 4(a)(2) of the Securities Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No .		Description

4.1		Form of Convertible Promissory Note, dated as of February 15, 2017, by and among the Company and the Noteholders.

4.2		Form of Amended and Restated Convertible Promissory Note, dated as of February 15, 2017, by and among the Company and the Noteholders, amending and restating the Previous Notes, dated November 10, 2016.

10.1		Form of Consent and Waiver Agreement, dated as of February 15, 2017, by and among the Company and the Investors listed as signatories thereto.

10.2		Form of Series A Preferred Stock Exchange Agreement, dated as of February 15, 2017, by and among the Company and the Holders listed as signatories thereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SEVION THERAPEUTICS, INC.


Dated: February 22, 2017	By:	/s/ David Rector
		Name: David Rector
		Title: Chief Executive Officer

EXHIBIT INDEX

Exhibit No		Description

4.1		Form of Convertible Promissory Note, dated as of February 15, 2017, by and among the Company and the Noteholders.

4.2		Form of Amended and Restated Convertible Promissory Note, dated as of February 15, 2017, by and among the Company and the Noteholders, amending and restating the Previous Notes, dated November 10, 2016.

10.1		Form of Consent and Waiver Agreement, dated as of February 15, 2017, by and among the Company and the Investors listed as signatories thereto.

10.2		Form of Series A Preferred Stock Exchange Agreement, dated as of February 15, 2017, by and among the Company and the Holders listed as signatories thereto.

Exhibit 4.1

NEITHER THIS CONVERTIBLE PROMISSORY NOTE NOR THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR THE SECURITIES LAWS OF ANY STATE. NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER THE ACT OR AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN APPLICABLE EXEMPTION THEREFROM.

CONVERTIBLE PROMISSORY NOTE

		Issuance Date:	February 15, 2017

		Maturity Date:	Six months from Issuance Date

For value received, Sevion Therapeutics, Inc., a Delaware corporation (the “ Company ”) hereby promises to pay the Purchaser the Principal Amount (as set forth on the signature page hereto), plus any accrued but unpaid Interest (as defined below). This Note is one of a series of Notes issued to certain investors (this Note, together with such other Notes, shall be collectively referenced herein as the “ Notes ”) by the Company in an aggregate principal amount of Five Hundred Thousand Dollars ($500,000).

1. Interest; Payments .

1.1 Simple interest on the unpaid Principal Amount shall accrue at the rate of 6% per annum (“ Interest ”) and will begin to accrue upon the Issuance Date. Interest shall be calculated based on a 365-day year and charged for the actual number of days elapsed.

1.2 All payments of the Principal Amount and Interest shall be in lawful money of the United States of America. All payments shall be applied first to accrued Interest, and thereafter to the Principal Amount. If any payments on this Note become due on a Saturday, Sunday or a federal public holiday, such payment shall be made on the next succeeding business day and such extension of time shall be included in computing Interest in connection with such payment.

2. Conversion .

2.1 Mandatory Conversion .

(a) Qualified Financing . If, at any time prior to the repayment or conversion of this Note (as provided herein), the Company issues and sells shares of its capital stock to investors (the “ Investors ”) in a Qualified Financing (as defined herein), then, subject to Section 2.5, the outstanding principal balance of this Note and accrued but unpaid Interest thereon shall convert into the capital stock sold at the first closing of the Qualified Financing at a conversion price equal to the lesser of (i) the price per share (or conversion price) paid by the Investors purchasing such stock at such first closing of the Qualified Financing or (ii) the Conversion Price. For purposes of this Note the term “ Qualified Financing ” shall mean the sale of the Company’s capital stock, in one transaction or series of related transactions after the date hereof, for an aggregate sales price of at least One Million Dollars ($1,000,000), paid in cash and/or by conversion of indebtedness of the Company, excluding conversion of the Notes. Any such conversion with regard to this Note shall be implemented only if all of the Notes are simultaneously being converted.

(b) Change in Control . In the event of a “Change in Control” (as defined below) of the Company prior to the repayment or conversion of this Note (as provided herein), all outstanding principal and unpaid accrued Interest due on this Note shall, subject to Section 2.5, convert into that number of shares (the “ Shares ”) of common stock, par value $0.01 per share, of the Company (“ Common Stock ”) as is determined by dividing such outstanding Principal Amount and accrued Interest by $0.10 per share (adjusted to reflect subsequent stock dividends, stock splits, combinations or recapitalizations) (the “ Conversion Price ”), or such other securities on terms and conditions agreed upon by the Company and the Requisite Purchasers (as defined below). For purposes of this Note, a “ Change in Control ” shall be deemed to be occasioned by, and to include, (i) a merger or consolidation in which (x) the Company is a constituent party or (y) a subsidiary of the Company is a constituent party and, in each case, the Company issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Company or a subsidiary in which the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation, or (ii) a sale of all or substantially all of the assets of the Company. Notwithstanding the above, a financing or reincorporation transaction for purposes of changing the Company’s state of incorporation shall not be deemed a Change in Control transaction. Any such conversion with regard to this Note shall be implemented only if all of the Notes are simultaneously being converted.

2.2 Optional Conversion . At any time on or prior to the Maturity Date, all or any portion of the outstanding Principal Amount of and all accrued Interest under this Note may be converted, subject to Section 2.5, at the option of the Purchaser, into that number of Shares as is determined by dividing such outstanding Principal Amount and accrued Interest by the Conversion Price. To convert this Note, the Purchaser shall deliver written notice substantially in the form attached to this Note (the “ Conversion Notice ”), to the Company at its address as set forth herein. The date upon which the conversion shall be effective (the “ Conversion Date ”) shall be deemed to be the date set forth in the Conversion Notice.

2.3 Fraction Shares . No fractional shares of the Company’s capital stock will be issued upon conversion of this Note. In lieu of any fractional share to which Purchaser would otherwise be entitled, the Company will pay to Purchaser in cash the amount of the unconverted Principal Amount and Interest balance of this Note that would otherwise be converted into such fractional share.

2.4 Effect of Conversion . Upon conversion of this Note pursuant to this Section 2 , Purchaser shall surrender this Note, duly endorsed, at the principal offices of the Company. Upon conversion of this Note pursuant to Section 2.1 , this Note will be deemed converted on the date that is immediately prior to the close of business on the date of the surrender of this Note, otherwise, the Note will be deemed converted on the Conversion Date. At its expense, the Company will, as soon as practicable thereafter, issue and deliver to Purchaser, at Purchaser’s address as set forth on the signature page hereto or such other address requested by Purchaser, a certificate or certificates for the number of shares to which Purchaser is entitled upon such conversion (bearing such legends as are required by any agreement entered into in connection with the any such conversion or applicable state and federal securities laws), together with a replacement Note (if any Principal Amount is not converted) and any other securities and property to which Purchaser is entitled upon such conversion under the terms of this Note, including a check payable to Purchaser for any cash amounts payable as a result of any fractional shares as described herein.

2.5 Limitation on Beneficial Ownership. Notwithstanding anything to the contrary contained herein, the Purchaser shall not be entitled to to convert this Note in accordance with this Section 2 to the extent (but only to the extent) that such conversion would cause the Purchaser to become, directly or indirectly, a “beneficial owner” (within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) of a number of shares of capital stock of a class that is registered under the Exchange Act which exceeds 4.99% (the “ Maximum Percentage ”) of the shares of capital stock of such class that are outstanding at such time. This limitation on beneficial ownership (a) may be increased (but only up to 9.99% of the shares of capital stock of such class that are outstanding at such time), decreased or terminated, in the Purchaser’s sole discretion, upon sixty-one (61) days’ notice to the Company by the Purchaser and (b) shall terminate automatically on the date that is fifteen (15) days' prior to the Maturity Date. Any purported delivery of shares of capital stock in connection with this Section 2.5 prior to the termination of this restriction in accordance herewith shall be void and have no effect to the extent (but only to the extent) that such delivery would result in the Purchaser becoming the beneficial owner of more than the Maximum Percentage of shares of capital stock of a class that is registered under the Exchange Act that is outstanding at such time. If any delivery of shares of capital stock owed to the Purchaser following the conversion of this Note is not made, in whole or in part, as a result of this limitation, the Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver such shares of capital stock as promptly as practicable after the Purchaser gives notice to the Company that such delivery would not result in such limitation being triggered or upon termination of the restriction in accordance with the terms hereof. To the extent limitations contained in this Section 2.5 apply, the determination of whether this Note is convertible and of which portion of this Note is convertible shall be the sole responsibility and in the sole determination of the Purchaser and the submission of a Conversion Notice shall be deemed to constitute the Purchaser’s determination that the issuance of the full number of shares requested in the Conversion Notice is permitted hereunder, and the Company shall not have any obligation to verify or confirm the accuracy of such determination. For any reason at any time, upon written or oral request of the Purchaser, the Company shall, within one (1) Trading Day of such request, confirm orally and in writing to the Purchaser the number of shares of capital stock of any class then outstanding, it being understood that the Purchaser may rely on such confirmation from the Company for purposes of the Purchaser’s determination referenced in the preceding sentence. The provisions of this paragraph Section 2.5 shall be construed, corrected and implemented in a manner so as to effectuate the intended beneficial ownership limitation herein contained.

3. Representations and Warranties of the Company .

3.1 Organization and Good Standing . The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power to own and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted.

3.2 Corporate Power . The Company has all requisite corporate power to execute, deliver and to carry out and perform its obligations under the terms of this Note.

3.3 Capitalization . The capitalization of the Company is as set forth in its public filings with the U.S. Securities and Exchange Commission from time to time.

4. Representations And Warranties Of The Purchaser .

4.1 Purchase for Own Account . The Purchaser understands that the Note and the Shares (collectively, the “ Securities ”), have not been registered under the Act on the basis that no distribution or public offering of the stock of the Company is to be effected. The Purchaser realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Purchaser has a present intention of acquiring the Securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the Securities. The Purchaser represents that it is acquiring the Securities solely for its own account and beneficial interest for investment and not for sale or with a view to distribution of the Securities or any part thereof, has no present intention of selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the same, and does not presently have reason to anticipate a change in such intention. Except for those parties described on the signature page, the Purchaser is not a member of a group (as defined in Section 13(d)(3) of the Exchange Act) with any of the other purchasers of Notes in this financing.

4.2 Information and Sophistication . The Purchaser hereby: (i) acknowledges that it has received all the information it has requested from the Company and it considers necessary or appropriate for deciding whether to acquire the Securities, (ii) represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Securities and to obtain any additional information necessary to verify the accuracy of the information given the Purchaser and (iii) further represents that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risk of this investment.

4.3 Ability to Bear Economic Risk . The Purchaser acknowledges that investment in the Securities involves a high degree of risk, and represents that it is able, without materially impairing its financial condition, to hold the Securities for an indefinite period of time and to suffer a complete loss of its investment.

4.4 Rule 144 . The Purchaser is aware that none of the Securities may be sold pursuant to Rule 144 adopted under the Act unless certain conditions are met, including, among other things, the existence of a public market for the shares, the availability of certain current public information about the Company, the resale following the required holding period under Rule 144 and the number of shares being sold during any three month period not exceeding specified limitations. Purchaser is aware that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company presently has no plans to satisfy these conditions in the foreseeable future.

4.5 Accredited Investor Status . The Purchaser is an “Accredited Investor” as such term is defined in Rule 501 under the Act.

4.6 Further Limitations on Disposition . Without in any way limiting the representations set forth above, the Purchaser further agrees not to make any disposition of all or any portion of the Securities unless and until:

(a) There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or

(b) The Purchaser shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, such Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws.

(c) Notwithstanding the provisions of paragraphs (a) and (b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Purchaser to (i) any shareholder, partner, retired partner, member or former member of the Purchaser for no additional consideration, (ii) any affiliate, including affiliated funds, for no additional consideration or (iii) transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Purchasers hereunder.

4.7 No “Bad Actor” . No “bad actor” disqualifying event described in Rule 506(d)(1) of the Act (a “ Disqualification Event ”) is applicable to the Purchaser.

5. Default; Remedies .

5.1 Each of the following shall constitute an event of default (each, an “ Event of Default ”) under this Note:

(a) The Company shall fail to pay (i) when due any Principal Amount or Interest payment on the due date hereunder or (ii) any other payment required under the terms of this Note on the date due and such payment shall not have been made within five days of the Company’s receipt of the Purchaser’s written notice to the Company of such failure to pay;

(b) The Company shall fail to observe or perform any other covenant, obligation, condition or agreement contained this Note and (i) such failure shall continue for 15 days, or (ii) if such failure is not curable within such 15-day period, but is reasonably capable of cure within 30 days, either (A) such failure shall continue for 30 days or (B) the Company shall not have commenced a cure in a manner reasonably satisfactory to Purchaser within the initial 15-day period;

(c) The Company files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any general assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing;

(d) An involuntary petition is filed against the Company (unless such petition is dismissed or discharged within thirty (30) days) under any bankruptcy statute now or hereafter in effect, or a custodian, receiver, trustee, assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody or control of any property of the Company;

(e) The disposition or encumbrance of the Company’s assets, including, but not limited to, the grant of a license with regard to the Company’s intellectual property; or

(f) The Company’s stockholders or board of directors affirmatively vote to liquidate, dissolve, or wind up the Company or the Company otherwise ceases to carry on its ongoing business operations.

5.2 Upon the occurrence and during the continuance of any Event of Default, all unpaid Principal Amount on this Note, accrued and unpaid Interest thereon and all other amounts owing hereunder shall, at the option of the Purchaser, and, upon the occurrence of any Event of Default pursuant to Sections 5.1 (c), (d), (e) or (f) of this Note, automatically, be immediately due, payable and collectible by Purchaser pursuant to applicable law. Purchaser shall have all rights and may exercise all remedies available to it under law, successively or concurrently.

6. Ranking; Covenants . The Notes shall be unsecured and rank on parity with all unsecured indebtedness of the Company existing as of the Issuance Date. At all times while this Note remains outstanding, the Company shall not incur any indebtedness for borrowed money which is either (a) not subordinated to this Note or (b) secured by the assets of the Company.

7. Prepayment . The Company may prepay the outstanding Principal Amount and any accrued by unpaid Interest under this Note prior to the Maturity Date and prior to a conversion set forth in Section 2 of this Note without the consent of the Purchaser.

8. Waiver; Payment Of Fees And Expenses . The Company waives presentment and demand for payment, notice of dishonor, protest and notice of protest of this Note, and shall pay all costs of collection when incurred, including, without limitation, reasonable attorneys’ fees, costs and other expenses. The right to plead any and all statutes of limitations as a defense to any demands hereunder is hereby waived to the full extent permitted by law. No delay by Purchaser shall constitute a waiver, election or acquiescence by it.

9. Transaction Fees and Expenses . The Company and the Purchaser shall pay their own costs and expenses in connection with the preparation, execution and delivery of this Note and the other transaction documents.

10. Cumulative Remedies . Purchaser’s rights and remedies under this Note shall be cumulative. Purchaser shall have all other rights and remedies not inconsistent herewith as provided under the UCC, by law or in equity. No exercise by Purchaser of one right or remedy shall be deemed an election, and no waiver by Purchaser of any Event of Default shall be deemed a continuing waiver of such Event of Default or the waiver of any other Event of Default.

11. Miscellaneous .

11.1 Governing Law . The terms of this Note shall be construed in accordance with the laws of the State of Delaware, as applied to contracts entered into by Delaware residents within the State of Delaware, and to be performed entirely within the State of Delaware.

11.2 Successors and Assigns; Assignment . The terms and conditions of this Note shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Neither party may assign this Note or delegate any of its rights or obligations hereunder without the written consent of the other party.

11.3 Titles and Subtitles . The titles and subtitles used in this Note are used for convenience only and are not to be considered in construing or interpreting the Note.

11.4 Notices . All notices or other communications required or permitted hereunder shall be in writing and faxed, e-mailed, mailed or delivered to each party at the respective addresses of the parties as set forth in this Section 11.4. All such notices and communications will be deemed effectively given the earlier of (i) when received, (ii) when delivered personally, (iii) one business day after being delivered by facsimile or electronic mail (with receipt of appropriate confirmation), (iv) one business day after being deposited with an overnight courier service of recognized standing or (v) four days after being sent by registered or certified mail, return receipt requested. All communications shall be sent to the Purchaser at the address, facsimile number, or e-mail address set forth on the signature page hereto, or if to the Company, to it at 10210 Campus Point Drive, Suite 150, San Diego, California 92121, Attn: David Rector (or to such other address or e-mail address as the Purchaser or the Company by notice to the other party) with a copy (which shall not constitute notice) to Morgan, Lewis & Bockius LLP, 502 Carnegie Center, Princeton, NJ 08540, Attn: Emilio Ragosa, Esq.

11.5 Amendment; Modification; Waiver . This Note (and the other Notes) may be amended, modified or waived with the written consent of the Company and the holders of a majority of the outstanding principal amount of the Notes (the “ Requisite Purchasers ”). Notwithstanding the foregoing, no amendment or waiver of any provision of any Notes (i) shall be affected unless all Notes are treated similarly and not disproportionately, and (ii) shall not be binding on the Company (unless consented to in writing by the Company) if such amendment or waiver would increase the financial obligations of the Company under this Note (regardless of whether such amendment or waiver applies identically to all other Notes).

11.6 Usury . In the event any Interest is paid on this Note which is deemed to be in excess of the then legal maximum rate, then that portion of the Interest payment representing an amount in excess of the then legal maximum rate shall be deemed a payment of the Principal Amount and applied against the Principal Amount of this Note.

11.7 Counterparts . This Note may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the parties hereto have executed this Convertible Promissory Note as of the day and year first written above.

PURCHASER		SEVION THERAPEUTICS, INC.


Signature		Signature

		David Rector
Printed Name		Printed Name

		Chief Executive Officer
Address Line 1		Title

Address line 2

$
Principal Amount

Group Members (in accordance with Section 4.1 of this Note):

NOTICE OF CONVERSION

(To be executed by the Purchaser in order to convert the Note)

The undersigned hereby irrevocably elects to convert as identified below the Convertible Promissory Note issued by Sevion Therapeutics, Inc. (the “Company”) into shares of Common Stock of the Company according to the conditions of conversion stated therein, as of the Conversion Date written below:

Select One:

¨	All of the Principal and Interest accrued through the date of the conversion

¨	$ ___________________ of principal and accrued interest

Conversion Date: ____________________

PURCHASER


Signature


SHARES TO BE REGISTERED AND DELIVERED AS FOLLOWS:


Printed Name


Address Line 1


Address line 2


Address line 3


Phone number


Email address

Exhibit 4.2

AMENDED AND RESTATED

CONVERTIBLE PROMISSORY NOTE

			Issuance Date:	November 10, 2016
			Maturity Date:	November 10, 2017

This is to certify that for value received, Sevion Therapeutics, Inc., a Delaware corporation (the “ Company ”) hereby promises to pay the Purchaser the Principal Amount (as set forth on the signature page hereto), plus any accrued but unpaid Interest (as defined below). This Amended and Restated Convertible Promissory Note is dated as of February 15, 2017 (the “ Effective Date ”) and is one of a series of Amended and Restated Convertible Promissory Notes issued to certain investors (this Note, together with such other Notes, shall be collectively referenced herein as the “ Notes ”) by the Company in an aggregate principal amount of Three Hundred Thousand Dollars ($300,000).

This Note amends, restates and supersedes in all respects those certain notes issued to certain investors during November, 2016 (collectively referred to as, the “ November Notes ”). The November Notes are henceforth void and shall be of no further force or effect as of the Effective Date.

1. Interest; Payments .

2. Conversion .

2.1 Mandatory Conversion .

(a) Qualified Financing . If, at any time prior to the repayment or conversion of this Note (as provided herein), the Company issues and sells shares of its capital stock to investors (the “ Investors ”) in a Qualified Financing (as defined herein), then, subject to Section 2.5, the outstanding principal balance of this Note and accrued but unpaid Interest thereon shall convert into the capital stock sold at the first closing of the Qualified Financing at a conversion price equal to the lesser of (i) the price per share (or conversion price) paid by the Investors purchasing such stock at such first closing of the Qualified Financing or (ii) the Conversion Price. For purposes of this Note the term “ Qualified Financing ” shall mean the sale of the Company’s capital stock, in one transaction or series of related transactions after the Effective Date, for an aggregate sales price of at least One Million Dollars ($1,000,000), paid in cash and/or by conversion of indebtedness of the Company, excluding conversion of the Notes. Any such conversion with regard to this Note shall be implemented only if all of the Notes are simultaneously being converted.

3. Representations and Warranties of the Company .

3.2 Corporate Power . The Company has all requisite corporate power to execute, deliver and to carry out and perform its obligations under the terms of this Note.

3.3 Capitalization . The capitalization of the Company is as set forth in its public filings with the U.S. Securities and Exchange Commission from time to time.

4. Representations And Warranties Of The Purchaser .

4.5 Accredited Investor Status . The Purchaser is an “Accredited Investor” as such term is defined in Rule 501 under the Act.

(a) There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or

4.7 No “Bad Actor” . No “bad actor” disqualifying event described in Rule 506(d)(1) of the Act (a “ Disqualification Event ”) is applicable to the Purchaser.

5. Default; Remedies .

5.1 Each of the following shall constitute an event of default (each, an “ Event of Default ”) under this Note:

(e) The disposition or encumbrance of the Company’s assets, including, but not limited to, the grant of a license with regard to the Company’s intellectual property; or

(f) The Company’s stockholders or board of directors affirmatively vote to liquidate, dissolve, or wind up the Company or the Company otherwise ceases to carry on its ongoing business operations.

11. Miscellaneous .

11.3 Titles and Subtitles . The titles and subtitles used in this Note are used for convenience only and are not to be considered in construing or interpreting the Note.

11.7 Counterparts . This Note may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Convertible Promissory Note as of the Effective Date.

PURCHASER		SEVION THERAPEUTICS, INC.


Signature		Signature

		David Rector
Printed Name		Printed Name

		Chief Executive Officer
Address Line 1		Title


Address line 2

$
Principal Amount

Group Members (in accordance with Section 4.1 of this Note):

NOTICE OF CONVERSION

(To be executed by the Purchaser in order to convert the Note)

Select One:

¨	All of the Principal and Interest accrued through the date of the conversion

¨	$ ___________________ of principal and accrued interest

Conversion Date: ____________________

PURCHASER


Signature

SHARES TO BE REGISTERED AND DELIVERED AS FOLLOWS:


Printed Name


Address Line 1


Address line 2


Address line 3


Phone number


Email address

Exhibit 10.1

CONSENT AND WAIVER AGREEMENT

This Consent and Waiver Agreement (this “ Agreement ”) is made effective as of February 15, 2017 (the “ Effective Date ”) by and among Sevion Therapeutics, Inc., a Delaware corporation (the “ Company ”), the lead investor in the 2015 Financing (as defined below) (the “ Lead Investor ”), and the undersigned signatories hereto.

WHEREAS , the Company is a party to those certain Subscription Agreements, dated as of May 1, 2015, May 29, 2015, June 10, 2015, June 24, 2015 and July 27, 2015, with the subscribers signatory thereto (each a “ Subscriber ” and together, the “ Subscribers ”), including the Lead Investor (collectively referred to as the “ Subscription Agreement ”) whereby the Company issued to each Subscriber (i) shares of the Company’s common stock, par value $0.01 per share (the “ Common Stock ”) or, at the election of the Subscriber, shares of the Company’s Series C Convertible Preferred Stock, par value $0.01 per share (the “ Series C Preferred Stock ”) and (ii) a warrant to purchase one half of one share of the Company’s Common Stock (the “ Investor Warrants ”) at an exercise price of $1.50 (the “ Investor Warrant Exercise Price ”) (hereinafter referred to as the “ 2015 Financing ”);

WHEREAS , pursuant to that certain Engagement Agreement entered into by and between the Company and Laidlaw & Company (UK) Ltd., a United Kingdom corporation (“ Laidlaw ”), as compensation for the services rendered by Laidlaw as placement agent for the 2015 Financing, the Company issued to Laidlaw, or its designees, warrants to purchase up to 555,521 shares of Common Stock (the “ Placement Agent Warrants ”) at an exercise price of $0.75 (the “ Placement Agent Warrant Exercise Price ” and together with the Investor Warrant Exercise Price, the “ Exercise Price ”);

WHEREAS , in connection with the 2015 Financing, the Company entered into a registration rights agreement with each Subscriber in order to provide for certain registration rights of the Subscriber’s shares of Common Stock issuable under the Warrants under the Securities Act of 1933, as amended (the “ Registration Rights Agreement ”);

WHEREAS , the Company intends to enter into a bridge financing transaction, as separately discussed with the Lead Investor, pursuant to which the Company will issue and sell shares of its Common Stock or securities convertible into Common Stock to investors, at such price or conversion price as reasonably determined by the Board (such transaction, a “ Bridge Financing ”);

WHEREAS , Section 2(d) of the Subscription Agreement entitles the Subscribers, in connection with a Lower Price Issuance (as defined in the Subscription Agreement) by the Company at any time prior to about January 27, 2017 (the “ Expiration Date ”), to receive additional Units (as defined in the Subscription Agreement) such that the Subscriber shall hold such number of Units, in total, had Subscriber paid a per Unit price equal to such Lower Price Issuance (hereinafter referred to as the “ Price Protection Provision ”);

WHEREAS , Section 3(e) of both the Investor Warrants and the Placement Agent Warrants entitles the holder thereof to have the Exercise Price reduced, as applicable, upon the issuance by the Company, at any time prior to the Expiration Date, of shares of its Common Stock for consideration less than the applicable Exercise Price (hereinafter collectively referred to as the “ Adjustment of the Exercise Price ”);

WHEREAS , pursuant to Section 7 of the Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock, as filed by the Company with the Delaware Secretary of State on April 30, 2016 (the “ Series C Certificate of Designation ”), in connection with a New Issuance Price (as defined in the Series C Certificate of Designation) at any time prior to the Expiration Date, the Conversion Price (as defined in the Series C Certificate of Designation) of the Series C Preferred Stock in effect at such time shall immediately be reduced to such New Issuance Price (hereinafter referred to as the “ Adjustment of Conversion Price ”);

WHEREAS , Section 1.2(b) of the Registration Rights Agreement entitles each Subscriber party thereto to receive a payment in the amount of 1% per month of such Subscriber’s investment in the 2015 Financing for every thirty (30) day period (up to a maximum of 6%) in which the Company has failed to, among other things, have a registration statement covering the Registrable Securities (as defined in the Registration Rights Agreement) declared effective by the U.S. Securities and Exchange Commission by the Effective Date (as defined in the Registration Rights Agreement) (the “ Penalty Payment ”);

WHEREAS , the parties have conditioned a Bridge Financing on, among other things, the Company receiving a waiver from the requisite investors needed to provide such waiver under the Subscription Agreement, Investor Warrants, Placement Agent Warrants, Series C Certificate of Designation, and the Registration Rights Agreement with regard to (i) the Price Protection Provision; (ii) the Adjustment of the Exercise Price; (iii) the Adjustment of Conversion Price; and (iv) the Penalty Payment;

WHEREAS , in connection with a potential Bridge Financing, each of the undersigned holders of Series C Preferred Stock, consisting of all of the holders, desire to set forth their agreement to waive the Adjustment of Conversion Price;

WHEREAS , pursuant to Section 9(i) of the Subscription Agreement, any term of the Subscription Agreement may be modified or waived with the written consent of the Company and the holders of at least 60% of the Units sold in the Offering (as defined in the Subscription Agreement), including the Lead Investors (the “ Subscription Agreement Requisite Amount ”);

WHEREAS , pursuant to Section 3.3 of the Registration Rights Agreement, any term of the Registration Rights Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) with the written consent of the Company and the holders of at least 60% of the Registrable Securities then outstanding, including the Lead Investors (the “ Registration Rights Agreement Requisite Amount ”);

WHEREAS , pursuant to Section 6(l) of the Investor Warrants, any term of the Investor Warrants may be modified or waived with the written consent of the Company and the holders of at least 60% of the then outstanding Investor Warrants, including the Lead Investors (the “ Investor Warrant Requisite Amount ”);

WHEREAS , pursuant to Section 6(l) of the Placement Agent Warrants, any term of a Placement Agent Warrant may be modified or waived with the written consent of the Company and such holder; and

WHEREAS , as an inducement for investors to enter into a Bridge Financing, the Company desires to extend the applicability of the Price Protection Provision, the Adjustment of the Exercise Price and the Adjustment of Conversion Price to any Bridge Financing transaction occurring during calendar year 2017.

NOW, THEREFORE , in consideration of the foregoing, the premises set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Subscription Agreement Modification . The Subscription Agreement Requisite Amount hereby agree that the Subscription Agreement shall be modified such that, upon the occurrence of a Lower Price Issuance occurring prior to the Expiration Date, the Company shall only issue the Subscribers additional shares of Common Stock at a price per share equal to $0.40. For the avoidance of doubt, it is the understanding of the Subscription Agreement Requisite Amount and the Company that no Investor Warrants shall be issued in connection with the foregoing as a result of a Bridge Financing. In addition, pursuant to the terms of the Subscription Agreement, upon the issuance of additional shares of Common Stock to the Subscribers in connection with a Bridge Financing, the Price Protection Provision shall be of no further force or effect.

2. Warrant Exercise Price Adjustment Waiver . The undersigned investors, which constitute (i) the Investor Warrant Requisite Amount and (ii) all of the holders of the Placement Agent Warrants, hereby agree that the Adjustment of the Exercise Price shall be waived and of no force or effect in connection with, and as a result of, a Bridge Financing occurring prior to the Expiration Date. Additionally, (i) the Investor Warrant Requisite Amount and (ii) all of the holders of the Placement Agent Warrants, hereby set forth their consent that, upon an adjustment pursuant hereto, the Adjustment of the Exercise Price of both the Investor Warrants and Placement Agent Warrants shall thereafter be of no further force or effect.

3. Registration Rights Penalty Payment Waiver . As of the Effective Date, the undersigned investors in the 2015 Financing, which constitute the Registration Rights Agreement Requisite Amount, hereby waive (i) all of their rights related to the Penalty Payment and (ii) the requirement to register the Registrable Securities pursuant to the Registration Rights Agreement.

4. Series C Conversion Price Adjustment Waiver . In connection with a Bridge Financing occurring prior to the Expiration Date, the undersigned holders of Series C Preferred Stock, constituting all of the holders, hereby waive all of their rights related to the Conversion Price Adjustment.

5. Extension of Expiration Date . Notwithstanding the Expiration Date, the Company and the undersigned hereby agree that the Price Protection Provision, the Adjustment of the Exercise Price and the Adjustment of Conversion Price shall remain in effect and apply to all Subscribers in the 2015 Financing in accordance with the terms provided in this Agreement, at a price per share equal to $0.40, in connection with a Bridge Financing transaction occurring during calendar year 2017 (the “ Extension ”). For the avoidance of doubt, the Extension shall also apply to the Placement Agent Warrants.

6. Governing Law . This Agreement and related agreements, instruments, and documents shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflicts of laws principles thereof.

7. Entire Agreement . This Agreement constitutes the complete understanding of the parties hereto and the Company regarding the subject matter hereof and supersedes any and all other agreements, either oral or in writing, between the parties with respect to the subject matter hereof, and no other statement or promise relating to the subject matter hereof that is not contained herein, shall be valid or binding.

[Signature Page Follows]

IN WITNESS WHEREOF , the undersigned, intending to be legally bound, has duly executed this Consent and Waiver Agreement as of the Effective Date.

	COMPANY:

	SEVION THERAPEUTICS, INC.

	By:
	Name: David Rector
	Title: Chief Executive Officer

IN WITNESS WHEREOF , the undersigned, intending to be legally bound, has duly executed this Consent and Waiver Agreement as of the Effective Date.

	LEAD INVESTOR:



	By:

IN WITNESS WHEREOF , the undersigned, intending to be legally bound, has duly executed this Consent and Waiver Agreement as of the Effective Date for each share of Common Stock, Series C Preferred Stock, Investor Warrant, and Placement Agent Warrant owned by the undersigned, as applicable.

INVESTOR NAME :

By:

Name of Signatory:

Title:

Exhibit 10.2

PREFERRED STOCK EXCHANGE AGREEMENT

This PREFERRED STOCK EXCHANGE AGREEMENT (this “ Agreement ”) is dated as of February 15, 2017, by and between Sevion Therapeutics, Inc., a Delaware corporation (the “ Company ”), and the holder listed on the signature page hereto (the “ Holder ”).

WHEREAS , the Holder owns shares of the Company’s 10% Series A Convertible Preferred Stock, par value $0.01 per share (the “ Preferred Stock ”), which may be converted into shares of the Company’s common stock, par value $0.01 per share (the “ Common Stock ”);

WHEREAS , the number of shares of Preferred Stock held by the Holder is set forth on the signature page attached hereto (the “ Preferred Shares ”);

WHEREAS , in order to improve the capital structure of the Company, the Company and the Holder desire to enter into this Agreement, pursuant to which, among other things, the Company and the Holder shall exchange the Preferred Stock for the number of shares of Common Stock, as calculated below (the “ Exchange ”);

WHEREAS , following the Exchange, the Preferred Stock shall be automatically cancelled and terminated and the Holder shall have no further rights pursuant to the Preferred Stock; and

WHEREAS , the Exchange is being made in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “ Securities Act ”).

NOW, THEREFORE , in consideration of the premises and mutual covenants herein below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. The Exchange . At the Closing (as defined below), the Company and the Holder shall, pursuant to Section 3(a)(9) of the Securities Act, convert the Preferred Stock into Common Stock, as follows:

1.1. Closing . The Exchange shall occur remotely via the exchange of signatures on such later date as determined by the Company (the “ Closing ”). The Holder understands that this Agreement is not binding on the Company until the Company accepts it, which acceptance is in the Company’s sole discretion, by executing this Agreement where indicated.

1.2. Exchange Shares . The Holder shall receive such number of shares of Common Stock equal the product of (x) the number of Preferred Shares multiplied by (y) 1,000, divided by (z) 0.25 (the “ Exchange Shares ”).

(a) No fractional shares or scrip representing fractional shares shall be issued upon the Exchange. As to any fraction of a share which the Holder would otherwise be entitled pursuant to the Exchange, the Company shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by $0.25 or round up to the next whole share.

1.3. Consideration . At the Closing, the Exchange Shares shall be issued to the Holder in exchange for the Preferred Stock without the payment of any other consideration by the Holder that would not be consistent with the application of Section 3(a)(9) of the Securities Act to the issuance of the Exchange Shares. The Holder hereby agrees that, upon and subject to the Closing, all of the Company’s obligations under the terms and conditions of the Preferred Stock shall be automatically terminated and cancelled in full without any further action required, and that this Section 1.3 shall constitute an instrument of termination and cancellation of such Preferred Stock.

1.4. Delivery . In the Exchange, the Company shall, at the Closing, deliver the Exchange Shares to the Holder (in electronic or certificated form as determined by the Company and its transfer agent). The Holder shall deliver or cause to be delivered to the Company (or its designee), within five (5) Trading Days after the Closing, the original Preferred Stock certificate. For the avoidance of doubt, as of the Closing all of the Holder’s rights under the terms and conditions of the Preferred Stock shall be extinguished.

1.5. Other Documents . The Company and the Holder shall execute and/or deliver such other documents and agreements as are reasonably necessary to effectuate the Exchange pursuant to the terms of this Agreement.

2. Representations and Warranties .

2.1. Holder Representations and Warranties . The Holder hereby represents and warrants to the Company:

(a) The Holder is either an individual or an entity validly existing and in good standing under the laws of the jurisdiction of its organization.

(b) This Agreement has been duly authorized, validly executed and delivered by the Holder and is a valid and binding agreement and obligation of the Holder enforceable against the Holder in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights generally, and the Holder has full power and authority to execute and deliver this Agreement and the other agreements and documents referred to in Section 1.5 and to perform its obligations hereunder and thereunder.

(c) The Holder understands that the Exchange Shares are being offered, sold, issued and delivered to it in reliance upon specific provisions of federal and applicable state securities laws, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein for purposes of qualifying for exemptions from registration under the Securities Act and applicable state securities laws.

(d) The Holder is not acquiring the Exchange Shares as a result of any advertisement, article, notice or other communication regarding the Exchange Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general advertisement.

(e) The Holder, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Exchange Shares, and has so evaluated the merits and risks of such investment. The Holder is able to bear the economic risk of an investment in the Exchange Shares and, at the present time, is able to afford a complete loss of such investment.

(f) The Holder acknowledges that the offer, sale, issuance and delivery of the Exchange Shares to it is intended to be exempt from registration under the Securities Act, by virtue of Section 3(a)(9) thereof. The Holder understands that the Exchange Shares may be sold or transferred only in compliance with all federal and applicable state securities laws.

(g) The Holder understands that the Exchange Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and the Holder is acquiring the Exchange Shares as principal for its own account and not with a view to or for distributing or reselling such Exchange Shares or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Exchange Shares in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Exchange Shares in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Holder’s right to sell the Securities in compliance with applicable federal and state securities laws). Such Holder is acquiring the Exchange Shares hereunder in the ordinary course of its business.

(h) The Holder owns and holds, beneficially and of record, the entire right, title, and interest in and to the Preferred Shares free and clear of all rights and Encumbrances (as defined below). The Holder has full power and authority to transfer and dispose of the Preferred Shares to the Company free and clear of any right or Encumbrance. Other than the transactions contemplated by this Agreement, there is no outstanding vote, plan, pending proposal, or other right of any person to acquire all or any of the Preferred Shares. As used herein, “ Encumbrances ” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the future. The Preferred Shares constitute all of the Preferred Stock owned or held of record or beneficially owned or held by the Holder.

2.2. Company Representations and Warranties . The Company hereby represents and warrants to the Holder:

(a) The Company has been duly incorporated and is validly existing and in good standing under the laws of the State of Delaware, with full corporate power and authority to own, lease and operate its properties and to conduct its business as currently conducted, and is duly registered and qualified to conduct its business and is in good standing in each jurisdiction or place where the nature of its properties or the conduct of its business requires such registration or qualification, except where the failure to so register or qualify would not have a Material Adverse Effect. For purposes of this Agreement, “ Material Adverse Effect ” shall mean any material adverse effect on the business, operations, properties, or financial condition of the Company and its subsidiaries and/or any condition, circumstance, or situation that would prohibit or otherwise materially interfere with the ability of the Company to perform any of its obligations under this Agreement.

(b) The Exchange Shares have been duly authorized by all necessary corporate action, and, when issued and delivered in accordance with the terms hereof, the Exchange Shares shall be validly issued and outstanding, fully paid and nonassessable, free and clear of all liens, encumbrances and rights of refusal of any kind.

(c) This Agreement has been duly authorized, validly executed and delivered on behalf of the Company and is a valid and binding agreement and obligation of the Company enforceable against the Company in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights generally, and the Company has full power and authority to execute and deliver this Agreement and the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder.

(d) The Company represents that it has not paid, and shall not pay, any commissions or other remuneration, directly or indirectly, to any third party for the solicitation of the Exchange pursuant to this Agreement. Other than the exchange of the Preferred Stock, the Company has not received and will not receive any consideration from the Holder for the Exchange Shares.

(e) The Company has not, nor has any person acting on its behalf, directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the Exchange and the issuance of the Exchange Shares pursuant to this Agreement to be integrated with prior offerings by the Company for purposes of the Securities Act which would prevent the Company from delivering the Exchange Shares to the Holder pursuant to Section 3(a)(9) of the Securities Act, nor will the Company take any action or steps that would cause the Exchange, issuance and delivery of the Exchange Shares to be integrated with other offerings to the effect that the delivery of the Exchange Shares to the Holder would be seen not to be exempt pursuant to Section 3(a)(9) of the Securities Act.

(f) For the purposes of Rule 144 of the Securities Act, the Company acknowledges that the holding period of the Exchange Shares may be tacked onto the holding period of the Preferred Shares pursuant to applicable rules, regulations and interpretations, and the Company agrees not to take a position contrary to this Section 2.2(f).

(g) The Company hereby represents and warrants as of the date hereof and covenants and agrees from and after the date hereof that none of the terms offered to any person with respect to any consent, release, amendment, settlement or waiver relating to the terms, conditions and transactions contemplated hereby (each a “ Settlement Document ”), is or will be more favorable to such person than those of the Holder and this Agreement. If, and whenever on or after the date hereof, the Company enters into a Settlement Document, then (i) the Company shall provide notice thereof to the Holder immediately following the occurrence thereof and (ii) the terms and conditions of this Agreement shall be, without any further action by the Holder or the Company, automatically amended and modified in an economically and legally equivalent manner such that the Holder shall receive the benefit of the more favorable terms and/or conditions (as the case may be), provided that upon written notice to the Company at any time the Holder may elect not to accept the benefit of any such amended or modified term or condition, in which event the term or condition contained in this Agreement shall apply to the Holder as it was in effect immediately prior to such amendment or modification as if such amendment or modification never occurred with respect to the Holder. The provisions of this Section 2.2(g) shall apply similarly and equally to each Settlement Document.

(h) The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Exchange Shares) will not (i) result in a violation of the certificate of incorporation or bylaws of the Company or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) in any respect under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including foreign, federal and state securities laws and regulations and the rules and regulations by which any property or asset of the Company or any of its subsidiaries is bound or affected).

3. Miscellaneous .

3.1. Entire Agreement . This Agreement constitutes the entire agreement, and supersedes all other prior and contemporaneous agreements and understandings, both oral and written, between the Holder and the Company with respect to the subject matter hereof.

3.2. Amendment . This Agreement may only be amended with the written consent of the Holder and the Company.

3.3. Successors . All the covenants and provisions of this Agreement by or for the benefit of the Holder or the Company shall bind and inure to the benefit of their respective successors and assigns.

3.4. Applicable Law; Consent to Jurisdiction . The validity, interpretation and performance of this Agreement shall be governed in all respects by the laws of the State of Delaware, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. Each of the parties hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of Delaware or the United States District Court for the District of Delaware, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each party hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

3.5. Counterparts . This Agreement may be executed in original or facsimile counterparts, each of such counterparts shall for all purposes be deemed to be an original, and all of such counterparts shall together constitute but one and the same instrument.

3.6. Severability . Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

3.7. No Commissions . Neither the Company nor the Holder has paid or given, or will pay or give, to any person, any commission, fee or other remuneration, directly or indirectly, in connection with the transactions contemplated by this Agreement.

* * * * * * *

IN WITNESS WHEREOF , this Preferred Stock Exchange Agreement has been duly executed by the undersigned as of the date first written above.

	HOLDER:



	By:
	Name:
	Title:

	PREFERRED SHARES:

ACKNOWLEDGEMENT

This Preferred Stock Exchange Agreement is hereby accepted upon the terms and conditions set forth above.

	SEVION THERAPEUTICS, INC.

	By:
	Name:	David Rector
	Title:	President and CEO

	Dated:

[Signature Page to the Preferred Stock Exchange Agreement]