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: July 14, 2017
(Date
of earliest event reported)
COHBAR,
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-55334
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26-1299952
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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1455
Adams Drive, Suite 2050
Menlo
Park, CA 94025
(Address
of principal executive offices and zip code)
(650)
446-7888
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
þ
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
COHBAR,
INC.
FORM
8-K
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Item 1.01
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Entry
into a Material Definitive Agreement
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On
July 14, 2017, CohBar, Inc. (“CohBar” or the “Company”) accepted subscriptions (the “Subscription
Agreements”) from investors and issued common stock and warrants (the “Warrants”) in the private placement described
under Item 3.02 below. The disclosure set forth in Item 3.02 of this Current Report is incorporated by reference into
this Item 1.01.
The forms of the Subscription Agreement and
Warrant are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K. The summaries of the terms of these
documents contained herein are subject to, and qualified in their entirety by, such documents, which are incorporated herein by
reference.
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Item 3.02
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Unregistered
Sales of Equity Securities
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On July 14, 2017,
the Company issued and sold an aggregate of 3,438,053 units at a price of $1.50 per unit for total proceeds of approximately $5.16
million. Officers and directors of the Company purchased an aggregate of 289,334 units in the offering.
Each unit consists
of one share of the Company’s common stock and one common stock purchase warrant. Each warrant can be exercised at any time
prior to June 30, 2020 for the purchase of one common share of the Company’s stock at an exercise price of $2.25.
The
private placement was completed pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities
Act of 1933, as amended, and Rule 506(b) promulgated thereunder.
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Item 7.01
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Regulation
FD Disclosure
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On
July 17, 2017, the Company issued a press release regarding the transactions described above under Item 1.01 and Item 3.02 of
this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
The
information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed
“filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor
shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly
set forth by specific reference in such a filing.
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Item 9.01
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Financial
Statements and Exhibits
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(d)
Exhibits
Signature
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.
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COHBAR,
INC.
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(Registrant)
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July
18, 2017
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By:
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/s/
Jeffrey F. Biunno
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(Date)
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Jeffrey
F. Biunno
Chief Financial Officer
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3
Exhibit
4.1
THIS
WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “
ACT
”),
OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED
EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS
OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER
THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
WITHOUT
PRIOR WRITTEN APPROVAL OF TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, NEITHER THIS WARRANT
NOR THE WARRANT SHARES MAY BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF TSX VENTURE
EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL FOUR MONTHS FROM THE ORIGINAL ISSUE DATE
SET FORTH BELOW.
COHBAR,
INC.
COMMON
STOCK PURCHASE WARRANT
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Warrant
No. 2017 - << >>
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Original
Issue Date: July 14, 2017 (“
Original Issue Date
”)
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COHBAR,
INC.
, a Delaware corporation (the “
Company
”), hereby certifies that, for value received, <<
>> or its permitted registered assigns (the “
Holder
”), is entitled to purchase from the Company
up to a total of << >> shares of common stock, $0.001 par value (the “
Common Stock
”), of the Company
(each such share, a “
Warrant Share
”
and all such shares, the “
Warrant Shares
”)
at the Exercise Price (defined below) at any time and from time to time on or after the Original Issue Date and through and including
5:00 P.M., New York City time, on June 30, 2020 (the “
Expiration Date
”), and subject to the following
terms and conditions. All such warrants are referred to herein, collectively, as the “
Warrants
.”
1.
Definitions
.
“
Affiliate
”
of a person means a person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is
under common control with, the person specified.
“
Exercise
Price
” means an amount equal to USD $2.25 per share (as may be adjusted from time to time as provided herein).
“
Person
”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization
and a government or any department or agency thereof.
“
Trading
Day
” means any day on which trading of the Common Stock occurs on the applicable Trading Market.
“
Trading
Market
” means the TSX Venture Exchange or, if the Company’s Common Stock is then listed on the NASDAQ capital
market or another national securities exchange (as defined in Securities Exchange Act of 1934, as amended), such national securities
exchange, or, if the Company’s Common Stock is not then listed on the TSX Venture Exchange or a national securities exchange,
then such exchange or quotation system on which the Common Stock then primarily trades.
2.
List
of Warrant Holders
. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose
(the “
Warrant Register
”), in the name of the record Holder (which shall include the initial Holder or,
as the case may be, any registered assignee to which this Warrant is permissibly assigned hereunder from time to time). The Company
may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or
any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.
3.
List
of Transfers; Restrictions on Transfer
.
(a) This
Warrant and the Warrant Shares are subject to the restrictions on transfer set forth in this
Section 3
.
(b) The
Company shall register any such transfer of all or any portion of this Warrant in the Warrant Register, upon surrender of this
Warrant, with the Form of Assignment attached hereto completed and duly signed, to the Company at its address specified herein.
Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any
such new Warrant, a “
New Warrant
”), evidencing the portion of this Warrant so transferred shall be issued to
the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued
to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such
transferee of all of the rights and obligations in respect of the New Warrant that the Holder has in respect of this Warrant.
4.
Exercise
and Duration of Warrants
.
(a) All
or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by
Section 10
hereof
at any time and from time to time on or after the Original Issue Date and through and including the Expiration Date. At 5:00 p.m.,
New York City time, on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and
of no value and this Warrant shall be terminated and no longer outstanding.
(b) The
Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached hereto (the “
Exercise
Notice
”), completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as
to which this Warrant is being exercised. The date such items are delivered to the Company (as determined in accordance with the
notice provisions hereof) is an “
Exercise Date
.” The Holder shall not be required to deliver the original Warrant
in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice shall have the same effect as cancellation
of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares.
5.
Delivery
of Warrant Shares
.
(a) Upon
exercise of this Warrant, the Company shall promptly (but in no event later than three Trading Days after the Exercise Date) issue
or cause to be issued and cause to be delivered to or upon the written order of Holder in such name or names as the Holder may
designate (provided that, if a registration statement registering the resale of the Warrant Shares by the Holder is not then effective
and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or
an Affiliate of the Holder, such delivery shall be subject to Holder’s compliance with
Section 14
). The Holder, or
any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record
of such Warrant Shares as of the Exercise Date.
(b)
To the extent permitted by law, the Company’s obligations to issue and deliver Warrant Shares in accordance with the terms
hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or
consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same,
or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other
Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective
of any other circumstance that might otherwise limit such obligation of the Company to the Holder in connection with the issuance
of Warrant Shares. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at
law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the
Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required
pursuant to the terms hereof.
6.
Charges,
Taxes and Expenses
. Issuance and delivery of certificates for shares of Common Stock upon exercise of this Warrant shall be
made without charge to the Holder for any issue or transfer tax, withholding tax, transfer agent fee or other incidental tax or
expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company;
provided,
however
, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in
the registration of any certificates for Warrant Shares or Warrants in a name other than that of the Holder. The Holder shall
be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant
Shares upon exercise hereof.
7.
Replacement
of Warrant
. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange
and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon
receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable indemnity
(which shall not include a surety bond), if requested. Applicants for a New Warrant under such circumstances shall also comply
with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe.
If a New Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver such mutilated Warrant
to the Company as a condition precedent to the Company’s obligation to issue the New Warrant.
8.
Reservation
of Warrant Shares; Listing
. The Company covenants that it will at all times reserve and keep available out of the aggregate
of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares
upon exercise of this Warrant as herein provided, the number of Warrant Shares that are then issuable and deliverable upon the
exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of persons other than the
Holder (taking into account the adjustments and restrictions of
Section 9
hereof). The Company covenants that all
Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance
with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable.
9.
Certain
Adjustments
. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment
from time to time as set forth in this
Section 9
.
(a)
Stock
Dividends and Splits
. If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its
Common Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock; (ii) subdivides
outstanding shares of Common Stock into a larger number of shares; or (iii) combines outstanding shares of Common Stock into
a smaller number of shares, then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator
shall be the number of shares of Common Stock outstanding immediately before such event and of which the denominator shall be
the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to clause (i) of
this paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive
such dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective
immediately after the effective date of such subdivision or combination.
(b)
Pro
Rata Distributions
. If the Company, at any time while this Warrant is outstanding, distributes to all holders of Common Stock
for no consideration (i) evidences of its indebtedness; (ii) any security (other than a distribution of Common Stock
covered by the preceding paragraph); (iii) rights or warrants to subscribe for or purchase any security; or (iv) any
other asset (including cash) (in each case, “
Distributed Property
”), then, upon any exercise of this Warrant
that occurs after the record date fixed for determination of stockholders entitled to receive such distribution, the Holder shall
be entitled to receive, in addition to the Warrant Shares otherwise issuable upon such exercise (if applicable), the Distributed
Property that such Holder would have been entitled to receive in respect of such number of Warrant Shares had the Holder been
the record holder of such Warrant Shares immediately prior to such record date.
(c)
Fundamental
Transactions
. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the
Company with or into another Person, in which the shareholders of the Company as of immediately prior to the transaction own less
than a majority of the outstanding stock of the surviving entity; (ii) the Company effects any sale of all or substantially
all of its assets in one or a series of related transactions; (iii) any tender offer or exchange offer (whether by the Company
or another Person) is completed pursuant to which holders of a majority of the outstanding shares of Common Stock tender or exchange
their shares for other securities, cash or property; or (iv) the Company effects any reclassification of all outstanding
Common Stock or any compulsory share exchange pursuant to which all outstanding Common Stock is effectively converted into or
exchanged for other securities, cash or property (each, a “
Fundamental Transaction
”), then the Holder shall
have the right thereafter to receive, upon any subsequent exercise of this Warrant, the same amount and kind of securities, cash
or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately
prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this
Warrant (the “
Alternate Consideration
”). The Company shall not effect any such Fundamental Transaction
unless prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or the corporation
purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver
to the Holder, such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to purchase,
and the other obligations under this Warrant.
(d)
Number
of Warrant Shares
. Simultaneously with any adjustment to the Exercise Price pursuant to paragraph (a) of this
Section 9
,
the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately,
so that after such adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be
the same as the aggregate Exercise Price in effect immediately prior to such adjustment.
10.
Payment
of Exercise Price
. The Holder shall pay the Exercise Price wire transfer to the Company or cashier’s check drawn on
a United States bank made payable to the order of the Company.
11.
No
Fractional Shares
. No fractional Warrant Shares will be issued in connection with any exercise of this Warrant. In lieu of
any fractional shares that would otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied
by the closing price of one Warrant Share as reported by the applicable Trading Market on the Exercise Date.
12.
Notices
.
Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice) shall
be in writing and shall be deemed given and effective on the earliest of (i) the date of confirmed transmission, if such
notice or communication is delivered via e-mail as specified in this
Section 12
at or prior to 5:00 p.m. (New York City
time) on a Trading Day, (ii) the next Trading Day after the date of confirmed transmission, if such notice or communication
is delivered by e-mail as specified in this
Section 12
on a day that is not a Trading Day or later than 5:00 p.m. (New
York City time) on any Trading Day, (iii) the Trading Day following the date of mailing, if sent by nationally recognized
overnight courier service, or (iv) upon receipt if sent by mail or other courier. The addresses for such notices or communications
shall be: (a) if to the Company, to CohBar, Inc., 1455 Adams Drive, Suite 2050, Menlo Park, CA 94025, Attention: Chief Financial
Officer, Email: jeff.biunno@cohbar.com (or such other address as the Company shall indicate in writing in accordance with this
Section 12
) or (b) if to the Holder, to the address or e-mail address appearing on the Warrant Register (or such other
address as the Holder shall indicate in writing in accordance with this
Section 12
).
13.
Warrant
Agent
. The Company shall serve as warrant agent under this Warrant. Upon 10 days’ notice to the Holder, the Company
may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any corporation
resulting from any consolidation to which the Company or any new warrant agent shall be a party or any corporation to which the
Company or any new warrant agent transfers substantially all of its corporate trust or shareholders services business shall be
a successor warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice
of its succession as warrant agent to be delivered to the Holder in accordance with
Section 12
.
14.
Compliance with Securities Laws
.
(a)
The Holder understands that this Warrant and the Warrant Shares are characterized as “restricted securities” under
the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering
and that under such laws and applicable regulations this Warrant and the Warrant Shares may be resold without registration under
the Securities Act only in certain limited circumstances. In this connection, the Holder represents that it is familiar with
Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities
Act.
(b)
Prior and as a condition to the sale or transfer of the Warrant Shares issuable upon exercise of this Warrant, the Holder shall
furnish to the Company such certificates, representations, agreements and other information, including an opinion of counsel,
as the Company or the Company’s transfer agent reasonably may require to confirm that such sale or transfer is being made
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, unless
such Warrant Shares are being sold or transferred pursuant to an effective registration statement.
(c)
The Holder acknowledges that the Company may place a restrictive legend on the Warrant Shares issuable upon exercise of this Warrant
in order to comply with applicable securities laws, in substantially the following form and substance, unless such Warrant Shares
are otherwise freely tradable under Rule 144 of the Securities Act, the rules of the TSX Venture Exchange, and applicable Canadian
securities legislation, as applicable.
THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “
ACT
”), OR UNDER THE
SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT
AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN
EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT
SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
WITHOUT
PRIOR WRITTEN APPROVAL OF TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, NEITHER THESE SECURITIES
MAY BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF TSX VENTURE EXCHANGE OR OTHERWISE IN
CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL FOUR MONTHS FROM JULY 14, 2017.
15.
Miscellaneous
.
(a) This
Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. Subject
to the preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the Company and the Holder
any legal or equitable right, remedy or cause of action under this Warrant. This Warrant may be amended only in writing signed
by the Company and the Holder, or their successors and assigns.
(b) All
questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed
and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts of law
thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of this Warrant
and the transactions herein contemplated (“
Proceedings
”) (whether brought against a party hereto or its respective
Affiliates, employees or agents) shall be commenced exclusively in the courts of the State of Delaware or the federal courts located
therein (the “
Delaware Courts
”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction
of the Delaware Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not
personally subject to the jurisdiction of any Delaware Court, or that such Proceeding has been commenced in an improper or inconvenient
forum. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such
Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such
party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law,
any and all right to trial by jury in any legal proceeding arising out of or relating to this Warrant or the transactions contemplated
hereby. If either party shall commence a Proceeding to enforce any provisions of this Warrant, then the prevailing party in such
Proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred with the
investigation, preparation and prosecution of such Proceeding.
(c) The
headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect
any of the provisions hereof.
(d) In
case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability
of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will
attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefore,
and upon so agreeing, shall incorporate such substitute provision in this Warrant.
(e) Prior
to exercise of this Warrant, the Holder hereof shall not, by reason of by being a Holder, be entitled to any rights of a stockholder
with respect to the Warrant Shares.
[
signature
page follows
]
IN
WITNESS WHEREOF, the Company has caused this Warrant to be issued effective as of the date first indicated above.
COHBAR,
INC.
[Signature Page to Warrant]
FORM
OF ASSIGNMENT
To
be completed and signed only upon transfer of Warrant
WARRANT
ORIGINALLY ISSUED JULY 14, 2017
WARRANT
NO. ____
FOR
VALUE RECEIVED, [ ] (the “Assignor”) hereby sells, assigns and transfers all of the rights of the undersigned Assignor
under the attached Warrant with respect to the number of shares of common stock of CohBar, Inc. (the “Company”) covered
thereby set forth below, to the following “Assignee” and, in connection with such transfer, represents and warrants
to the Company that the transfer is in compliance with
Section 14
of the Warrant and applicable federal and state
securities laws:
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Assignee
Name:
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Assignor
Signature:
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Number
of Shares:
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Date:
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Assignee
Address:
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ASSIGNEE
ACKNOWLEDGMENT
The
undersigned Assignee acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents and
warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities
Act of 1933, as amended, and agrees to be bound by the terms and conditions of the Warrant as of the date hereof, including
Section 14
thereof.
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Assignee
Signature:
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Date:
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Address:
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NOTICE
OF EXERCISE
To
be completed and signed only upon exercise of Warrant
CohBar,
Inc.
1455
Adams Drive, Suite 2050,
Menlo
Park, CA 94025
Attention:
Chief Financial Officer
The
undersigned Holder hereby irrevocably elects to exercise the attached Warrant as to:
______________
shares of Common Stock of CohBar, Inc; and tenders herewith payment of
$
____________ as the exercise price thereof.
By
its signature below the undersigned Holder hereby represents and warrants that it is an “accredited investor” as defined
in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and
conditions of the attached Warrant as of the date hereof, including
Section 14
thereof.
The
undersigned requests that certificates representing said shares be issued in the name and delivered to the address specified below:
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(Signature
must conform in all respects to name of the Holder as specified on the face of the Warrant)
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(Signature)
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Exhibit 10.1
SUBSCRIPTION
AGREEMENT
____________________________
THIS
SUBSCRIPTION AGREEMENT (the “
Agreement
”) by and between CohBar, Inc.,
a Delaware corporation (the
“
Company
”), and the undersigned individual, corporation, limited liability company, partnership, trust or employee
benefit plan executing this Agreement as the investor (the “
Investor
”), provides as follows:
Recitals
A.
This Agreement is made in connection with the Company’s offering (the “
Offering
”) of units (the “
Units
”),
each consisting of one share (the
“Shares”
) of the Company’s common stock, par value $0.001 per
share (“
Common Stock
”) and one warrant to purchase one Share in substantially the form attached hereto as
Exhibit
A
(the “
Warrants
”) pursuant to that certain Private Placement Memorandum dated June 23, 2017 (the “
Memorandum
”).
B.
The Company wishes to sell to the Investor and the Investor wishes to purchase from the Company the number of Units specified
on the signature page hereof at the price per Unit set forth in Section 2 hereof, subject to the terms, conditions, and requirements
contained in this Agreement.
C.
The Investor understands that the Company has the right, in its sole discretion, to refuse to accept the Investor’s subscription
in whole or in part at any time and for any reason, including without limitation the Company’s belief that the Investor
does not meet the applicable suitability requirements for participation in the Offering or that the investment is otherwise unsuitable
for the Investor.
NOW,
THEREFORE, in consideration of the foregoing and the promises and covenants contained in this Agreement, the Company and the Investor
hereby agree as follows:
1.
Sale of Units
. In accordance with the terms and conditions of this Agreement, the Company hereby agrees to sell
to the Investor, and the Investor hereby agrees to purchase from the Company, on such date, on or before August 15, 2017 (the
“
Termination Date
”), that the Company in its sole discretion chooses (the “
Closing Date
”),
the number of Units indicated on the signature page hereof. The obligation of the Company to sell the Units to the
Investor is subject to, among other things, the conditions that: (i) the Company shall have received approval for the sale of
the Units from the TSX Venture Exchange; and (ii) all other necessary regulatory approvals shall have been obtained prior to the
Closing Date. If the closing of the transactions contemplated by this Agreement (the “
Closing
”) shall not have
occurred on or before 5:00 PM ET on the Termination Date, the Purchase Price shall promptly be returned to the Investor by the
Escrow Agent (as such terms are defined below) and the parties’ obligations under this Agreement shall terminate.
2.
Purchase Price
. The purchase price (“
Purchase Price
”) for each Unit shall be USD$1.50. The
Purchase Price payable for the Units to be purchased by the Investor shall be deposited into the account maintained by American
Stock Transfer & Trust Company, LLC (the “
Escrow Agent
”) in relation to the Offering (the “
Escrow
Account
”) pursuant to the instructions attached hereto as
Schedule 1
, which such amount shall be released to
the Company by the Escrow Agent on the Closing Date. Additionally, the Purchaser shall have delivered with this executed Agreement
prior to the Closing:
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2.1
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a
completed Investor Questionnaire (the “
Investor Questionnaire
”) attached hereto as
Exhibit B
and,
if the Investor is a resident of Canada and is:
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2.1.1
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an
Accredited Investor by virtue of the fact that the Investor falls within one or more of the sub-paragraphs of the definition
of Accredited Investor (a “
Canadian Accredited Investor
”) set out in the Canadian Accredited
Investor Certificate (the “
Canadian Accredited Investor Certificate
”) attached hereto as Exhibit C:
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2.1.1.1
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a
completed Canadian Accredited Investor Certificate; and
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2.1.1.2
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if
the Investor is an individual described in category (j), (k) or (l) of the Canadian
Accredited Investor Certificate,
a completed Form 45-106F9 -
Form for Individual Accredited Investors
, attached hereto as
Exhibit D
; or
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2.2
|
any
other further documentation as required under the applicable securities laws or stock exchange or other regulatory authority
including, for greater certainty, the TSX Venture Exchange Form 4C- Designated Corporate Placee.
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Subscriptions
for Units may be accepted or rejected by the Company for any or no reason in its sole discretion.
3.
Representations and Warranties of Investor
. The Investor represents and warrants to the Company as follows (which
such representations and warranties shall survive the Closing Date):
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3.1
|
He,
she or it has answered the questions contained in the Investor Questionnaire and, as applicable, the Canadian Accredited Investor
Certificate and the Form 45-106F9 -
Form for Individual Accredited Investors
(collectively, the “
Canadian
Exemption Certifications
”), and made a part hereof to the best of his, her or its knowledge and the answers thereto
are complete and accurate. The Investor understands and agrees that, although such answers will be kept strictly
confidential, the Company may present such Investor Questionnaire and, if applicable, the Canadian Exemption Certifications
to such parties as it deems advisable if called upon to establish the availability under applicable securities laws of an
exemption from registration. The Investor agrees to indemnify the Company, its agents, officers, directors and
shareholders, for any and all losses (including without limitation attorneys' fees and other costs of investigating, prosecuting,
or defending any litigation claim) incurred by the Company as a result of its reliance on the representations and warranties
of the Investor made in this Agreement or any answers contained in the Investor Questionnaire and, if applicable, the Canadian
Exemption Certifications.
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3.2
|
If
the Investor is a corporation, limited liability company, partnership, trust, or employee benefit plan, it is authorized to
make the investment contemplated herein, and the person signing this Agreement on behalf of such entity has been duly authorized
by such entity to do so.
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3.3
|
This
Agreement has been duly authorized, executed and delivered by the Investor and constitutes the Investor’s legal, valid
and binding obligation enforceable in accordance with its terms.
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3.4
|
The
Investor is acquiring the Units as principal for the Investor’s own account for investment and not with a view to resale
or distribution. The Investor understands that the Shares and the Warrants have not been, and will not be, registered
under the
Securities Act of 1933
, as amended (the “
1933 Act
”), or applicable securities laws
by reason of specific exemptions from the registration provisions of the 1933 Act and applicable state securities laws that
depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations
and warranties as expressed in this Agreement and in the Investor Questionnaire.
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3.5
|
The
Company has advised the Investor, if the Investor is a resident of Canada, that the Company is relying on an exemption from
the requirements under applicable Canadian securities laws to provide the Investor with a prospectus and that no prospectus
has been filed by the Company with any securities commission in Canada in connection with the Offering, and as a consequence:
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3.5.1
|
the
Investor is restricted from using most of the civil remedies available under applicable Canadian securities laws and certain
protections, rights and remedies provided by applicable Canadian securities laws, including statutory rights of rescission
or damages, will not be available to the Investor;
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3.5.2
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the
Investor may not receive information that would otherwise be required to be provided to the Investor under the applicable
Canadian securities laws; and
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3.5.3
|
the
Investor is relieved from certain obligations that would otherwise apply under the applicable Canadian securities laws.
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3.6
|
The
Investor: (i) has been furnished, has carefully read, understands the terms and conditions of, and the information contained
in, the Memorandum and this Agreement (including all exhibits and all amendments thereto and hereto) and (ii) has been given
the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of this Agreement,
the Units, the Company and its business.
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3.7
|
The
Investor recognizes that (i) the purchase of the Units involves a high degree of risk and has taken full cognizance of and
understands such risks, (ii) that all information provided, if any, by the Company relating to its use of proceeds, financial
forecasts, and other information which is not of an historical nature (“
Forward-looking Information
”),
represents only the Company’s good faith assessment of such Forward-looking Information, and is based upon assumptions
which the Company believes are reasonable, although no assurance exists that such Forward-looking Information is accurate
or will be fulfilled, and (iii) that the Company has relied on the representations of the Investor as set forth in this Agreement,
in the Investor Questionnaire and, if applicable, the Canadian Accredited Investor Certificate, in determining materiality
for purposes of satisfying the disclosure obligations of the Company and in determining the availability of exemptions from
(a) registration requirements under applicable United States federal and state securities laws; and (b) prospectus requirements
under applicable Canadian securities laws.
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3.8
|
The
Investor is resident in the jurisdiction set out on the execution page of the Investor Questionnaire, which such address is
the Investor’s residence or principal place of business, and such address was not obtained or used solely for the purpose
of acquiring the Units.
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3.9
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The
Investor fully understands and agrees that the Investor must bear the economic risk of the purchase of the Units, including
the Shares and the Warrants, for an indefinite period of time because, among other reasons, neither the Units, Shares nor
the Warrants have been registered under the 1933 Act, or the securities laws of any state, and therefore cannot be sold, pledged,
assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and applicable state securities
laws or exemptions from such registration requirements are available. The Investor further understands and agrees
that the Company will not honor any attempt by the Investor to sell, pledge, transfer, or otherwise dispose of all or any
portion of the Shares in the absence of an effective registration statement under the 1933 Act and applicable state securities
laws or an unqualified opinion of counsel, satisfactory in form and substance to the Company and its counsel, and obtained
at the expense of the Investor, that exemptions are available therefrom with respect to such attempted disposition.
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3.10
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The
Investor acknowledges that the certificates representing the Shares and Warrants will
bear a legend as of the Closing Date substantially in the following form:
THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE
SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED
EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS
OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE
STATE SECURITIES LAWS.
WITHOUT
PRIOR WRITTEN APPROVAL OF TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES
REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES
OF TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [FOUR MONTHS FROM
THE DATE OF CLOSING]
The
Investor, if a resident of Canada, acknowledges that the certificates representing the Shares and Warrants will bear a
legend as of the Closing Date substantially in the following form (and with the necessary information inserted):
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UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4
MONTHS AND A DAY AFTER [INSERT THE DISTRIBUTION DATE].
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3.11
|
The
Investor (i) can bear the risk of losing the entire investment in the Units; (ii) has overall commitments to other investments
which are not readily marketable that are not disproportionate to his, her or its net worth and the investment in the
Shares will not cause such overall commitments to become excessive; (iii) has adequate means of providing for current needs
and personal contingencies and has no need for liquidity in the investment in the Units; and (iv) has sufficient knowledge
and experience in financial and business matters such that he, she or it is capable, either alone, or together with one or
more advisors, of evaluating the risks and merits of investing in the Units.
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3.12
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The
Investor has not incurred, and will not incur, directly or indirectly, as a result of any action taken by the Investor, any
liability for brokerage or finder’s fees or agent’s commissions or any similar charges in connection with this
Agreement.
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3.13
|
The
Investor acknowledges that he, she or it must depend entirely upon his, her or its own personal advisors for tax advice concerning
an investment in the Company, that the Company has not provided any information on tax matters, and that any information provided
to the Investor by, or on behalf of, the Company is not to be construed as tax advice to the Investor from the Company or
counsel to the Company. The Investor will rely solely on his, her or its own personal advisors and not on any statements
or representations of the Company or any of its agents and understands that the Investor (and not the Company) shall be responsible
for the Investor’s own tax liability that may arise as a result of this investment or the transactions contemplated
by this Agreement.
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3.14
|
The
Investor understands and agrees that the Company is issuing the Units to him, her or it pursuant to the exemptions from federal
and state securities registration requirements under the 1933 Act. In connection therewith, the Investor represents and warrants
that the Investor qualifies as an “accredited investor” as such term is defined under Rule 501 of the 1933 Act
(a “
U.S. Accredited Investor
”) and has confirmed that on the Investor Questionnaire attached hereto as
Exhibit C
.
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3.15
|
If
a resident of Canada, the Investor also represents and warrants that the Investor:
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3.15.1
|
qualifies
as an “accredited investor” as such term is defined in NI 45-106 (a “
Canadian Accredited Investor
”),
and has confirmed that on the Canadian Accredited Investor Certificate attached hereto as
Exhibit D
and that the Investor
was not created or used solely to purchase or hold securities as an Accredited Investor as described in paragraph (m) of the
definition of Accredited Investor set out in
Exhibit D
; or
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3.15.2
|
is
not an individual and purchases as principal such number of Units having an acquisition cost to the Investor of not less than
Cdn$150,000 paid in cash at the time of Closing, such Investor also represents and warrants that the Investor was not created,
or is used, solely to purchase or hold securities in reliance on the exemption from the prospectus requirement set out in
subsection 2.10(1) of NI 45-106.
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3.16
|
The
Investor agrees to comply with all securities laws and with the policies of the TSX Venture Exchange concerning the purchase
of, the holding of, and the resale restrictions applicable to, the Shares and the Warrants. The Investor recognizes
that the securities laws and regulations of certain jurisdictions, which may include the jurisdiction of which the Investor
is a resident, may impose additional requirements relating to this Offering and the Investor’s purchase of the Shares
and the Warrants. The Investor hereby agrees to execute and to comply with the terms of any additions, supplements
or amendments to this Agreement which are required by the Company.
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3.17
|
The
funds representing the aggregate purchase price in respect of the Units which will be advanced by the Investor to the Company
hereunder will not represent proceeds of crime for the purpose of the
Proceeds of Crime (Money Laundering) and Terrorist
Financing
Act
(Canada) (the “
PCMLTF Act
”) and the Investor acknowledges that the Company
may in the future be required by law to disclose the Investor’s name and other information relating to this Agreement
and the Investor’s subscription hereunder, on a confidential basis, pursuant to the PCMLTF Act; to the best of the Investor’s
knowledge, none of the subscription funds to be provided hereunder (i) have been or will be obtained or derived, directly
or indirectly, from or related to any activity that is deemed illegal under the laws of Canada or the United States or any
other jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Investor;
the Investor shall promptly notify the Company if he discovers that any such representation ceases to be true, and shall provide
the Company with appropriate information in connection therewith.
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3.18
|
The
Investor acknowledges that no agency, stock exchange or governmental agency, securities commission or similar regulatory authority
or other entity has reviewed or passed on or made any finding or determination as to the merits of or made any recommendation
or endorsement with respect to the Shares and the Warrants.
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3.19
|
There
is no government or other insurance covering the Shares or the Warrants.
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3.20
|
The
Investor has no knowledge of a “material fact” or “material change” (as those terms are defined in
applicable Canadian securities laws or under the 1933 Act, as applicable) in the affairs of the Company that has not been
generally disclosed to the public, save knowledge of this particular transaction.
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3.21
|
The
Investor’s decision to tender this offer and purchase the Units has not been made as a result of any verbal
or written representation as to fact or otherwise made by or on behalf of the Company or any other person and is based entirely
upon this Agreement and currently available public information concerning the Company.
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3.22
|
The
representations and warranties made in this Agreement, the Investor Questionnaire and, if applicable, the Canadian Exemption
Certifications, as well as all other information that the Investor has provided to the Company, either directly or indirectly,
concerning the Investor’s financial position and knowledge of financial and business matters, is correct and complete
as of the date hereof, and if there should be any material change in such information prior to the issuance to Investor of
the Shares, Investor will immediately notify the Company.
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4.
Representations and Warranties of the Company
. The Company represents and warrants to the Investor as follows (which such
representations and warranties shall survive the Closing Date):
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4.1
|
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 and authority to own and operate its properties and assets, to carry on its business
as presently conducted or proposed to be conducted, to execute and deliver the Agreement, to issue and sell the Units and
to perform its obligations pursuant to the Agreement. The Company is presently qualified to do business as a foreign corporation
in each jurisdiction where the failure to be so qualified could reasonably be expected to have a material adverse effect on
the Company’s financial condition or business as now conducted or proposed to be conducted.
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4.2
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All
corporate action on the part of the Company and its directors, officers and stockholders necessary for the authorization,
execution and delivery of the Agreement by the Company, the authorization, sale, issuance (or reservation for issuance) and
delivery of the Units, and the performance of all of the Company’s obligations under the Agreement has been taken or
will be taken prior to the Closing. The Agreement, when executed and delivered by the Company, shall constitute a valid and
binding obligation of the Company, enforceable in accordance with its terms, except (i) as limited by laws of general
application relating to bankruptcy, insolvency and the relief of debtors, and (ii) as limited by rules of law governing
specific performance, injunctive relief or other equitable remedies and by general principles of equity.
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5.
Registration
. The Company covenants to use its commercially reasonable efforts to file and have declared effective
by the Securities and Exchange Commission (the “
SEC
”) a registration statement on Form S-1 registering the
resale in the United States by the Investor of the Shares and the Common Stock underlying the Warrants within 120 days after the
Closing. Investors who are residents of Canada acknowledge that the Shares will be subject to a 4 month hold period in Canada
under applicable Canadian securities laws, regardless of whether or not the Company has filed and have declared effective by the
SEC a registration statement on Form S-1 registering the resale in the United States by the Investor of the Shares.
6.
Personal Information
. If the Investor is a resident of a jurisdiction of Canada and is an individual, the Investor
authorizes the indirect collection of the Personal Information by the securities regulatory authority or regulator (each as defined
in National Instrument 14-101 -
Definitions
) and confirms that the Investor has been notified by the Company: (a)
that the Company will be delivering the Personal Information to the securities regulatory authority or regulator; (b) that the
Personal Information is being collected by the securities regulatory authority or regulator under the authority granted in applicable
securities laws; (c) that the Personal Information is being collected for the purposes of the administration and enforcement of
applicable securities laws; and (d) that the title, business address and business telephone number of the public official who
can answer questions about the securities regulatory authority’s or regulator’s indirect collection of the Personal
Information is as set out in
Exhibit F
.
7.
Applicable Law; Venue
. This Agreement shall be construed in accordance with and governed by the laws of the
State of Delaware without reference to the choice of law principles of any jurisdiction. THE INVESTOR IRREVOCABLY AND UNCONDITIONALLY
CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF DELAWARE AND OF THE UNITED STATES LOCATED IN THE STATE OF
DELAWARE, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR THE OFFERING AND AGREES NOT TO COMMENCE
ANY SUIT, ACTION, OR PROCEEDING RELATING THERETO EXCEPT IN SUCH COURTS.
8.
Binding Effect
. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit
of the parties and their respective heirs, executors, administrators, successors, legal representatives and assigns.
9.
Notice
. All notices and other communications required or permitted hereunder or necessary or convenient in connection
herewith shall be in writing and shall be deemed to have been given three business days after the date mailed when mailed by registered
or certified mail, postage prepaid, or the next business day if sent by special courier such as FedEx (except that notice of change
of address shall be deemed given only when received), to the address shown on the Company's records, in the case of the Investor,
and of the Company's registered office, in the case of the Company, or to such other names or addresses as the Company or the
Investor, as the case may be, shall designate by notice to the other party in the manner specified in this Section.
10.
Severability
. If any provision of this Agreement or application thereof to anyone or under any circumstances
is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect any other
provisions or applications of this Agreement that can be given effect without the invalid or unenforceable provision or application
and shall not invalidate or render unenforceable the invalid or unenforceable provision in any other jurisdiction or under any
other circumstance.
11.
Entire Agreement
. This Agreement, and the Units purchased hereunder, constitute the entire agreement by and
between the parties pertaining to the subject matter hereof and supersede all prior and contemporaneous understandings of the
parties.
12.
Counterparts
. This Agreement may be executed in any number of counterparts, and any party hereto may execute
such counterpart, each of which when so executed and delivered shall be deemed an original and all of which taken together shall
constitute one and the same instrument. This Agreement shall become binding when either this Agreement or two or more
counterparts hereto shall have been executed and delivered by the parties hereto
13.
Variation in Pronouns
. All pronouns shall be deemed to refer to masculine, feminine, neuter, singular, or plural,
as the identity of the person or persons may require.
14.
Counsel
. This Agreement and all other agreements related to the Offering (the “
Offering Agreements
”)
have been prepared by Garvey Schubert Barer, as counsel to the Company (“
Counsel
”), after full disclosure of
its representation of the Company and with the consent and direction of the Company and the Investor. The Investor
has reviewed the contents of the Offering Agreements and fully understands their terms. The Investor acknowledges that
he, she or it is fully aware of his, her or its right to the advice of counsel independent from that of the Company, that Counsel
has advised the Investor of such right and disclosed to the Investor the risks in not seeking such independent advice, and that
he, she or it understands the potentially adverse interests of the parties with respect to the Offering Agreements. The
Investor further acknowledges that no representations have been made with respect to the tax or other consequences of the Offering
Agreements to the Investor and that he, she or it has been advised of the importance of seeking independent counsel with respect
to such consequences. By executing this Agreement, the Investor represents that he, she or it has, after being advised
of the potential conflicts between the Investor and the Company with respect to the future consequences of the Offering Agreements,
either consulted independent legal counsel or elected, notwithstanding the advisability of seeking such independent legal counsel,
not to consult such independent legal counsel.
[SIGNATURES
APPEAR ON THE FOLLOWING PAGES]
SIGNATURE
PAGE TO SUBSCRIPTION AGREEMENT
IN
WITNESS WHEREOF, this Subscription Agreement has been duly executed by the duly authorized officer of the Company and the undersigned
Investor or its duly authorized signatory, as the case may be, as of the date first written beneath the signature of such officer
of the Company below.
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Subscription
Number
of Units: ________
Aggregate
Purchase Price for Units : $____________
(USD
$1.50 times # of Units)
Social
Security or
Federal
Tax Identification No.: _________________
Typed
or printed name and address of the Investor:
____________________________________
____________________________________
Fax
No: _____________________________
E-mail
address: ___________________________
Consent
to receive notices by e-mail: Yes ¨ No ¨
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Signature
_____________________________________________
(Print
or type name of the Investor exactly as securities should be registered)
By:
______________________________________
(Signature)
______________________________________
(Name
of above signatory)
______________________________________
(Title,
if applicable)
_____________________________________
(Additional
Signature, if applicable, e.g., joint tenants)
______________________________________
(Name
of additional signatory)
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IMPORTANT
NOTE:
ALL
INVESTORS MUST ALSO COMPLETE THE INVESTOR QUESTIONNAIRE ATTACHED AS EXHIBIT B.
Additionally,
INVESTORS RESIDENT IN CANADA MUST COMPLETE THE CANADIAN ACCREDITED INVESTOR CERTIFICATE ATTACHED AS EXHIBIT C
AND
,
IF APPLICABLE, THE FORM FOR INDIVIDUAL ACCREDITED INVESTORS ATTACHED AS EXHIBIT D.
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IN
WITNESS WHEREOF
, CohBar, Inc. hereby accepts the above subscription, as of the date set forth below:
COHBAR,
INC.
SCHEDULE
1
Wire
Instructions for Escrow Account
JP
Morgan Chase
55
Water St.
New
York, N.Y. 10041
ABA:
021000021
Account
No: 530-354624
Swift
code: CHASUS33
Beneficiary:
American Stock Transfer
Reference:
CohBar subscription escrow FBO [investor name]
EXHIBIT
A
FORM
OF WARRANT
[Filed
Separately]
EXHIBIT
B
INVESTOR
QUESTIONNAIRE
The
information contained herein is being furnished to CohBar, Inc., a Delaware corporation (the “Company”), in order
for the Company to determine whether the undersigned’s subscription for Units of the Company may be accepted pursuant to
Section 4(2) of the Securities Act of 1933, as amended (the “1933 Act”) and/or Rule 506 of Regulation D promulgated
thereunder (“Regulation D”). The Units are being offered without registration under the 1933 Act or the securities
laws of any state or any other jurisdiction. Under the 1933 Act and/or certain state securities laws, the Company may be required
to determine that an individual, an investing entity and/or each individual equity owner of an investing entity meets certain
suitability requirements before selling the Units to such individual or entity.
The
undersigned Investor understands that: (i) the Company will rely upon the following information; (ii) the Units and the Common
Stock issuable upon conversion and exercise of the Warrants included in the Units, will not be registered under the 1933 Act in
reliance upon the exemptions from registration provided by Section 4(2) of the 1933 Act and/or Rule 506 of Regulation D (although
the Company has agreed to use its commercially reasonable efforts to register the resale of the Common Stock included in the Units
and issuable upon exercise of the Warrants included in the Units); (iii) this Confidential Investor Questionnaire is not an offer
to sell or a solicitation of any offer to buy or sell the Units or any other securities to the undersigned; and (iv) no subscription
for any Units will be accepted unless the Subscriber is an Accredited Investor.
Your
answers will be kept strictly confidential. However, by signing this Questionnaire, you agree that the Company may present this
Questionnaire to such parties as it deems appropriate if called upon to establish the Company’s entitlement to an exemption
under the 1933 Act or any applicable state securities laws.
PLEASE
ANSWER ALL QUESTIONS
If
the appropriate answer is “None” or “Not Applicable”, so state. Attach additional sheets if necessary
to complete your answers to any item. The undersigned makes the following representations and warranties:
|
1.
|
Name: ___________________________________________________________________________________
|
Name
of spouse or additional purchaser: _________________________________________________________
If
an Entity, type of Entity (e.g. Corporation, LLC, Partnership, Trust, etc.) and State of Organization:
_________________________________________
State:
__________________
Date
of Birth or Date of Trust: _________________________________________________________________
Exhibit
B – Investor Questionnaire - 1
|
2.
|
Home address or, if other than an individual, principal office address: ___________________________
|
________________________________________________________________________________________
Telephone
number: _________________________________________________________________________
Social
Security Number:
______________________________________________________________________
Tax
Identification Number: ____________________________________________________________________
|
3.
|
The
undersigned is an accredited investor (as defined in Rule 501(a) of Regulation D) because
the undersigned is (check each appropriate description):
|
|
|
_________
|
a
natural person whose individual net worth, or joint net worth with that person's spouse, at the time of purchase exceeds $1,000,000,
excluding the value of the primary residence of such natural person, calculated by subtracting from the estimated fair market
value of the property the amount of debt secured by the property, up to the estimated fair market value of the property;
|
|
|
|
|
|
|
_________
|
a
natural person who had individual income exceeding $200,000 in each of the two most recent years or joint income with that
person’s spouse exceeding $300,000 in each of those years and has a reasonable expectation of reaching the same income
level in the current year.
|
|
|
|
|
|
|
_________
|
a
broker-dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended.
|
|
|
|
|
|
|
_________
|
an
organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, not formed for the specific
purpose of acquiring the Units, with total assets exceeding $5,000,000.
|
|
|
|
|
|
|
_________
|
a
corporation, Massachusetts or similar business trust or partnership, not formed for the specific purpose of acquiring the
Units, with total assets exceeding $5,000,000.
|
|
|
|
|
|
|
_________
|
a
trust, not formed for the specific purpose of acquiring the Units, with total assets exceeding $5,000,000 and whose purchase
is directed by a “sophisticated person,” as defined in Rule 506(b)(2)(ii) of Regulation D.
|
|
|
|
|
|
|
|
(For
the purposes of this questionnaire, a “sophisticated person” means any person who has such knowledge and experience
in financial and business matters that he or she is capable of evaluating the merits and risks of the prospective investment.)
|
|
|
|
|
|
|
_________
|
an
employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended, and (i) investment
decisions for such plan are made by a plan fiduciary, as defined in Section 3(21) of such Act, which is a bank, savings and
loan association, insurance company or registered investment adviser or (ii) such plan has total assets exceeding $5,000,000
or (iii) if a self directed plan, investment decisions are made solely by accredited investors.
|
Exhibit B – Investor Questionnaire -
2
|
|
_________
|
an
entity in which all of the equity owners are accredited investors.
|
|
|
|
|
|
|
_________
|
a
member of the Board of Directors or an executive officer of the Company.
|
|
|
|
|
|
|
_________
|
a
bank as defined in Section 3(a)(2) of the 1933 Act, or any savings and loan association or other institution as defined in
Section 3(a)(5)(A) of the 1933 Act, whether acting in its individual or fiduciary capacity.
|
|
|
|
|
|
|
_________
|
an
insurance company as defined in Section 2(13) of the 1933 Act.
|
|
|
|
|
|
|
_________
|
an
investment company registered under the Investment Company Act of 1940, as amended (the “ICA”).
|
|
|
|
|
|
|
_________
|
a
business development company as defined in Section 2(a)(48) of the ICA.
|
|
|
|
|
|
|
_________
|
a
Small Business Investment Company licensed by the Small Business Administration under Section 301(c) of the Small Business
Investment Act of 1958, as amended.
|
|
|
|
|
|
|
_________
|
a
private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended.
|
|
|
|
|
|
|
_________
|
a
plan which has total assets in excess of $5,000,000 and which is established and maintained by a state, its political subdivisions,
or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees.
|
|
|
|
|
|
|
_________
|
a
revocable trust which may be amended or revoked at any time by the grantors thereof, and all such grantors are Accredited
Investors.
|
|
|
|
|
|
|
_________
|
an
Accredited Investor for the following reasons (describe reasons, if not previously provided):
|
|
4.
|
The undersigned,
if a resident of Canada, is one or more of the following:
|
(
complete
only if resident of Canada, check each appropriate description
):
|
|
_________
|
(a) purchasing
the Units as principal and is an “Accredited Investor” within the meaning
of National Instrument 45-106 entitled “Prospectus Exemptions” (“
NI
45-106
”);
(
Important
Note:
You must also complete the Canadian Accredited Investor Certificate attached as
Exhibit C
and, if applicable,
the Canadian Individual Accredited Investor Form at
Exhibit D
.
|
Exhibit B – Investor
Questionnaire - 3
|
|
________
|
(b) a
non-individual purchasing as principal such number of Units having an acquisition cost to the Investor of not less than Cdn$150,000
paid in cash at the time of Closing; or
|
|
|
_________
|
(c) purchasing
the Units as principal and is
(
check the appropriate box below)
|
|
|
☐
|
(i)
|
a
director, executive officer or control person of the Company (as such terms are defined in NI 45-106) or of an affiliate
of the Company; or
|
|
|
|
|
|
|
|
☐
|
(ii)
|
a
spouse (as such term is defined in NI 45-106), parent, grandparent, brother, sister, child or grandchild of [insert
name], a person referred to in (i) above; or
|
|
|
|
|
|
|
|
☐
|
(iii)
|
a
parent, grandparent, brother, sister, child or grandchild of [insert name], the spouse of a person referred to in (i)
above; or
|
|
|
|
|
|
|
|
☐
|
(iv)
|
a
close personal friend of [insert name], a person referred to in (i) above; or
|
|
|
|
|
|
|
|
☐
|
(v)
|
a
close business associate of [insert name], a person referred to in (i) above; or
|
|
|
|
|
|
|
|
☐
|
(vi)
|
a
founder of the Company or a spouse, parent, grandparent, brother, sister, child, grandchild, close personal friend or close
business associate of a founder of the Company; or
|
|
|
|
|
|
|
|
☐
|
(vii)
|
a
parent, grandparent, brother, sister, child or grandchild of [insert name], the spouse of a founder of the Company; or
|
|
|
|
|
|
|
|
☐
|
(viii)
|
a
person of which a majority of the voting securities are beneficially owned by, or a majority of the directors are, persons
described in (i) to (vii) above; or
|
|
|
|
|
|
|
|
☐
|
(ix)
|
a
trust or estate of which all the beneficiaries or a majority of the trustees or executors
are persons described in (i) to (vii) above.
|
|
5.
|
If the undersigned,
is a resident of Canada, check the following, if applicable (
complete only if resident of Canada
):
|
|
|
_________
|
the
undersigned is a registrant pursuant to applicable Canadian securities laws; and/or
|
|
|
________
|
the
undersigned is an insider of the Company pursuant to applicable Canadian securities laws.
|
Exhibit
B – Investor Questionnaire - 4
SIGNATURE
PAGE TO INVESTOR QUESTIONNAIRE
The
undersigned represents and warrants to the Company that foregoing responses are complete and accurate. The undersigned will provide
such further information as may be requested by the Company to verify the foregoing. The undersigned will notify the Company in
writing regarding any material change in its responses prior to the Closing of the purchase of Units by the undersigned. Absent
such notification, the issuance of the Units shall be deemed to be an automatic affirmation by the undersigned of the truth and
accuracy or the statements and information set forth above.
Date:
_________________
|
|
|
|
|
(Exact
name of Investor)
|
|
|
|
|
|
|
By:
|
|
|
|
(Signature)
|
|
|
|
|
|
|
|
|
|
|
(Name
of above signatory)
|
|
|
|
|
|
|
|
|
|
|
(Title,
if applicable)
|
|
|
|
|
|
|
|
|
|
|
(Additional
Signature, if applicable, e.g., joint tenants)
|
|
|
|
|
|
|
|
|
|
|
(Name
of Additional Signatory)
|
Exhibit B – Investor
Questionnaire - 5
EXHIBIT
C
CANADIAN
ACCREDITED INVESTOR CERTIFICATE
TO
BE COMPLETED ONLY IF THE INVESTOR IS RESIDENT IN CANADA
TO:
CohBar, Inc. (the “
Company
”)
In
connection with the issuance by the Company of common stock and warrants to the undersigned, the undersigned hereby represents,
warrants and certifies to the Company that:
|
1.
|
the
undersigned is an “Accredited Investor” as defined in NI 45-106 or section 73.3 of the
Securities
Act
(Ontario),
on the basis that the undersigned fits within the category of Accredited Investor which the undersigned has indicated below;
and
|
|
|
|
|
2.
|
the
undersigned was not created and is not being used solely to purchase or hold securities as an Accredited Investor described
in paragraph (m) below.
|
The
undersigned has indicated below the categories which the undersigned satisfies in order to qualify as an “Accredited Investor”
[Please
initial or place a checkmark above the line to the left of each applicable item, complete the relevant information, if applicable,
and sign this certificate].
|
_____
(a)
|
a
Schedule I, II or III bank, or a Canadian financial institution
|
|
|
|
|
_____
(b)
|
the
Business Development Bank of Canada
|
|
|
|
|
_____
(c)
|
a
subsidiary of any person referred to in paragraph (a) or (b), if the person owns all of the voting securities of the
subsidiary, except the voting securities required by law to be owned by directors of that subsidiary
|
|
|
|
|
_____
(d)
|
a
person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer
|
|
|
|
|
_____
(e)
|
an
individual registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred
to in paragraph (d)
|
|
|
|
|
_____
(e.1)
|
an
individual formerly registered under the securities legislation of a jurisdiction of Canada, other than an individual formerly
registered solely as a representative of a limited market dealer under one or both of the Securities Act (Ontario)
or the Securities Act (Newfoundland and Labrador)
|
|
|
|
|
_____
(f)
|
the
Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government
of Canada or a jurisdiction of Canada
|
|
|
|
|
_____
(g)
|
a
municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion
de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec
|
Exhibit C – Canadian
Accredited Investor Certificate - 1
|
_____
(h)
|
any
national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency
of that government
|
|
|
|
|
_____
(i)
|
a
pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a pension
commission or similar regulatory authority of a jurisdiction of Canada
|
|
|
|
|
{
Note:
If you are an accredited investor described in paragraphs (j), (k) or (l) below you must also deliver a completed Form 45-106F9
–Form for Individual Accredited Investors (Exhibit D).
}
|
|
|
|
_____
(j)
|
an
individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that,
before taxes but net of any related liabilities, exceeds Cdn$1,000,000
|
{Note:
Financial assets include cash and securities, but do not include a personal residence – see the definition of “financial
assets” later in this certificate. Financial assets are generally liquid or relatively easy to liquidate. You must subtract
any liabilities related to your financial assets to calculate your net financial assets—see the definition of “related
liabilities”. Financial assets held in a group RRSP under which you do not have the ability to acquire the financial assets
and deal with them directly are not considered to be beneficially owned by you.
|
_____
(j.1)
|
an
individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related
liabilities, exceeds Cdn$5,000,000
|
{Note:
The financial assets of your spouse (including financial assets in a spousal RRSP) cannot be included in the calculation of net
financial assets under this paragraph (j.1).}
|
_____
(k)
|
an
individual whose net income before taxes exceeded Cdn$200,000 in each of the two most recent calendar years or whose net income
before taxes combined with that of a spouse exceeded Cdn$300,000 in each of the two most recent calendar years and who, in
either case, reasonably expects to exceed that net income level in the current calendar year
|
|
|
|
|
_____
(l)
|
an
individual who, either alone or with a spouse, has net assets of at least Cdn$5,000,000
|
|
|
|
|
_____
(l)
|
an
individual who, either alone or with a spouse, has net assets of at least Cdn$5,000,000
|
{Note:
To calculate net assets, take the value of your total assets (which may include a personal residence) and subtract your total
liabilities (which may include a mortgage). The value attributed to assets should reasonably reflect their estimated fair value.
Income tax should be considered a liability if the obligation to pay it is outstanding at the time of the subscription.}
Exhibit
C – Canadian Accredited Investor Certificate - 2
|
_____
(m)
|
a
person, other than an individual or investment fund, that has net assets of at least Cdn$5,000,000 as shown on its most recently
prepared financial statements
|
|
|
|
|
_____
(n)
|
an
investment fund that distributes or has distributed its securities only to:
|
|
|
(i)
|
a
person that is or was an accredited investor at the time of the distribution;
|
|
|
|
|
|
|
(ii)
|
a
person that acquires or acquired securities in the circumstances referred to in sections 2.10 (
Minimum amount investment
),
or 2.19 (
Additional investment in investment funds
) of NI 45-106; or
|
|
|
|
|
|
|
(iii)
|
a
person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 (
Investment
fund reinvestment
)
of NI 45-106
|
|
_____
(o)
|
an
investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the
regulator or, in Québec, the securities regulatory authority, has issued a receipt
|
|
|
|
|
_____
(p)
|
a
trust company or trust corporation registered or authorized to carry on business under the
Trust and Loan Companies
Act
(Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf
of a fully managed account managed by the trust company or trust corporation, as the case may be
|
|
|
|
|
_____
(q)
|
a
person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry
on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction
|
|
|
|
|
_____
(r)
|
a
registered charity under the
Income Tax Act
(Canada) that, in regard to the trade, has obtained advice from
an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity
to give advice on the securities being traded
|
|
|
|
|
_____
(s)
|
an
entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to
(d) or paragraph (i) in form and function
|
Exhibit C – Canadian Accredited Investor Certificate -
3
|
_____
(t)
|
a
person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required
by law to be owned by directors, are persons that are accredited investors
|
{Note:
If you have initialed this paragraph (t), name each owner of an interest, and indicate the category of accredited investor into
which that person fits (by reference to the paragraph numbers in this
Exhibit C
). If a person named below is a director
required by law to own a voting security, and that person is not an accredited investor, indicate “director” under
Category.}
Name:___________________
Category: __________________
|
_____
(u)
|
a
trust established by an accredited investor for the benefit of the accredited investor’s family members of which a majority
of the trustees are accredited investors and all of the beneficiaries are the accredited investor’s spouse, a former
spouse of the accredited investor or a parent, grandparent, brother, sister, child or grandchild of that accredited investor,
of that accredited investor’s spouse or of that accredited investor’s former spouse
|
{Note:
If you have initialed this paragraph (u), name the person who established the trust and each trustee, and indicate the category
of accredited investor into which that person fits (by reference to the paragraph numbers in this
Exhibit C
). If a person
named below is not an accredited investor, indicate “N/A” under Category.}
Person
who established trust: ___________ Category: _________
Trustee(s):
___________________________________________
|
_____
(v)
|
an
investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser
|
|
|
|
|
_____
(w)
|
a
person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the
regulator as an accredited investor
|
[Signature
Page Follows]
Exhibit C – Canadian Accredited Investor
Certificate - 4
SIGNATURE
PAGE TO CANADIAN ACCREDITED INVESTOR CERTIFICATE
The
undersigned represents and warrants to the Company that foregoing responses are complete and accurate. The undersigned will provide
such further information as may be requested by the Company to verify the foregoing. The undersigned will notify the Company in
writing regarding any material change in its responses prior to the Closing of the purchase of Units by the undersigned. Absent
such notification, the issuance of the Units shall be deemed to be an automatic affirmation by the undersigned of the truth and
accuracy or the statements and information set forth above.
Date:
_________________
|
|
|
|
|
|
(Exact
name of Investor)
|
|
|
|
|
|
|
By:
|
|
|
|
(Signature)
|
|
|
|
|
|
|
|
|
|
|
(Name
of above signatory)
|
|
|
|
|
|
|
|
|
|
|
(Title,
if applicable)
|
|
|
|
|
|
|
|
|
|
|
(Additional
Signature, if applicable, e.g., joint tenants)
|
|
|
|
|
|
|
|
|
|
|
(Name
of Additional Signatory)
|
Exhibit C – Canadian
Accredited Investor Certificate - 5
Appendix
to Canadian Accredited Investor Certificate – Definitions
As
used in this certificate, the following terms have the following meanings.
“
Canadian
financial institution
” means:
|
(a)
|
an
association governed by the
Cooperative Credit Associations Act
(Canada) or a central cooperative credit
society for which an order has been made under section 473(1) of that Act; and
|
|
|
|
|
(b)
|
in
Ontario, also means a loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union,
caisse populaire, financial services cooperative or credit union league or federation that is authorized by a statute of Canada
or Ontario to carry on business in Canada or Ontario, as the case may be; and
|
|
|
|
|
(c)
|
outside
of Ontario, also means a loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union,
caisse
populaire
, financial services cooperative, or league that, in each case, is authorized by an enactment of Canada or a
jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada.
|
|
|
|
“
eligibility
adviser
” means:
|
(a)
|
a
person that is registered as an investment dealer and authorized to give advice with respect to the type of security being
distributed; and
|
|
|
|
|
(b)
|
in
Manitoba, also means a lawyer who is a practicing member in good standing with a law society of a jurisdiction of Canada or
a public accountant who is a member in good standing of an institute or association of chartered accountants, certified general
accountants or certified management accountants in a jurisdiction of Canada provided that the lawyer or public accountant
must not:
|
|
|
|
|
|
(i)
|
have
a professional, business or personal relationship with the issuer, or any of its directors, executive officers, founders or
control persons; and
|
|
|
|
|
|
|
(ii)
|
have
acted for or been retained personally or otherwise as an employee, executive officer, director, associate or partner of a
person that has acted for or been retained by the issuer or any of its directors, executive officers, founders or control
persons within the previous 12 months.
|
“
executive
officer
” means, for an issuer, an individual who is:
|
(a)
|
a
chair, vice-chair or president;
|
|
|
|
|
(b)
|
a
vice-president in charge of a principal business unit, division or function including sales, finance or production; or
|
|
|
|
|
(c)
|
performing
a policy-making function in respect of the issuer.
|
|
|
|
“
financial
assets
” means:
Exhibit C – Canadian
Accredited Investor Certificate - 6
|
(b)
|
securities;
or
|
|
|
|
|
(c)
|
a
contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation.
|
“
foreign
jurisdiction
” means a country other than Canada or a political subdivision of a country other than Canada.
“
founder
”
means, in respect of an issuer, a person who:
|
(a)
|
acting
alone, in conjunction, or in concert with one or more persons, directly or indirectly, takes the initiative in founding, organizing
or substantially reorganizing the business of the issuer; and
|
|
|
|
|
(b)
|
at
the time of the distribution or trade is actively involved in the business of the issuer.
|
“
investment
fund
” has the same meaning as in National Instrument 81-106 — Investment Fund Continuous Disclosure and means
a mutual fund or a non-redeemable investment fund.
“
jurisdiction
of Canada
” means a province or territory of Canada.
“
non-redeemable
investment fund
” means an issuer:
|
(a)
|
whose
primary purpose is to invest money provided by its securityholders;
|
|
|
|
|
(b)
|
that
does not invest:
|
|
|
|
|
|
(i)
|
for
the purpose of exercising or seeking to exercise control of an issuer, other than an issuer that is a mutual fund or a non-redeemable
investment fund; or
|
|
|
|
|
|
|
(ii)
|
for
the purpose of being actively involved in the management of any issuer in which it invests, other than an issuer that is a
mutual fund or a non-redeemable investment fund; and
|
|
|
|
|
|
(c)
|
that
is not a mutual fund.
|
“
person
”
includes:
|
(a)
|
an
individual;
|
|
|
|
|
(b)
|
a
corporation;
|
|
|
|
|
(c)
|
a
partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated
or not; and
|
|
|
|
|
(d)
|
an
individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other legal
representative.
|
“
related
liabilities
” means:
|
(a)
|
liabilities
incurred or assumed for the purpose of financing the acquisition or ownership of financial assets; or
|
|
|
|
|
(b)
|
liabilities
that are secured by financial assets.
|
Exhibit C – Canadian
Accredited Investor Certificate - 7
“
spouse
”
means an individual who:
|
(a)
|
is
married to another individual and is not living separate and apart within the meaning of
the Divorce Act
(Canada),
from the other individual;
|
|
|
|
|
(b)
|
is
living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals
of the same gender; or
|
|
|
|
|
(c)
|
in
Alberta, is an individual referred to in paragraph (a) or (b), or is an adult interdependent partner within the meaning
of the
Adult Interdependent Relationships Act
(Alberta).
|
“
subsidiary
”
means an issuer that is controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary.
Exhibit C – Canadian
Accredited Investor Certificate - 8
EXHIBIT
D
FORM
45-106F9
FORM
FOR INDIVIDUAL CANADIAN ACCREDITED INVESTORS
THIS
EXHIBIT D
MUST BE COMPLETED IF THE INVESTOR IS AN INDIVIDUAL RESIDENT OF CANADA DESCRIBED IN CATEGORY (j), (k) OR (l) OF
THE CANADIAN ACCREDITED INVESTOR CERTIFICATE.
|
WARNING!
This investment is risky.
Don’t invest unless you can afford to lose all the money you pay for this investment.
|
|
SECTION
1 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER
|
|
1.
About your investment
|
|
Type
of securities: Units
|
Issuer: CohBar,
Inc.
|
|
Purchased
from: CohBar, Inc.
|
|
SECTIONS
2 TO 4 TO BE COMPLETED BY THE PURCHASER
|
|
2.
Risk acknowledgement
|
|
This
investment is risky. Initial that you understand that:
|
Your
initials
|
|
Risk
of loss –
You could lose your entire investment of $_____________________.
(Instruction: Insert the
total dollar amount of the investment.)
|
|
|
Liquidity
risk –
You may not be able to sell your investment quickly – or at all.
|
|
|
Lack
of Information
– You may receive little or no information about your investment.
|
|
|
Lack
of advice –
You will not receive advice from the salesperson about whether this investment is suitable for
you unless the salesperson is registered. The salesperson is the person who meets with, or provides information to, you about
making this investment. To check whether the salesperson is registered, go to
www.aretheyregistered.ca
.
|
|
|
3.
Accredited investor status
|
|
You
must meet at least
one
of the following criteria to be able to make this investment. Initial the statement
that applies to you. (You may initial more than one statement.) The person identified in section 6 is responsible for ensuring
that you meet the definition of accredited investor. That person, or the salesperson identified in section 5, can help you
if you have questions about whether you meet these criteria.
|
Your
initials
|
|
●
Your net income before taxes was more than Cdn$200,000 in each of the 2 most recent calendar years, and you expect it to be
more than Cdn$200,000 in the current calendar year. (You can find your net income before taxes on your personal income tax
return.)
|
|
|
●
Your net income before taxes combined with your spouse’s was more than Cdn$300,000 in each of the 2 most recent calendar
years, and you expect your combined net income before taxes to be more than Cdn$300,000 in the current calendar year.
|
|
|
●
Either alone or with your spouse, you own more than Cdn$1 million in cash and securities, after subtracting any debt related
to the cash and securities.
|
|
|
●
Either alone or with your spouse, you have net assets worth more than Cdn$5 million. (Your net assets are your total assets
(including real estate) minus your total debt.)
|
|
Exhibit D – Form for Individual Canadian Accredited Investors
- 1
|
4.
Your name and signature
|
|
By
signing this form, you confirm that you have read this form and you understand the risks of making this investment as identified
in this form.
|
|
First
and last name (please print):
|
|
Signature:
|
Date:
|
|
SECTION
5 TO BE COMPLETED BY THE SALESPERSON
|
|
5.
Salesperson information
|
|
(Instruction:
The salesperson is the person who meets with, or provides information to, the purchaser with respect to making this investment.
That could include a representative of the issuer or selling security holder, a registrant or a person who is exempt from
the registration requirement.)
|
|
First
and last name of salesperson (please print):
|
|
Telephone:
|
Email:
|
|
Name
of firm (if registered):
|
|
SECTION
6 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER
|
|
6.
For more information about this investment
|
|
CohBar, Inc.
Attn: Jeffrey Biunno,
Chief Financial Officer
1455 Adams Drive, Suite
2050
Menlo Park, CA 94025
Phone: (650) 446-7888, Ext. 109
For more information about
prospectus exemptions, contact your local securities regulator. You can find contact information at
www.securities-administrators.ca
.
|
(The
Investor should keep one copy of this form (signed by the Investor) for the Investor’s records.)
Exhibit
D – Form for Individual Canadian Accredited Investors - 2
EXHIBIT
E
CONTACT INFORMATION
|
Alberta
Securities Commission
Suite
600, 250—5
th
Street SW
Calgary,
Alberta T2P 0R4
Telephone:
(403) 297-6454
Toll
free in Canada: 1-877-355-0585
Facsimile:
(403) 297-2082
|
British
Columbia Securities Commission
P.O.
Box 10142, Pacific Centre
701
West Georgia Street
Vancouver,
British Columbia V7Y 1L2
Inquiries:
(604) 899-6854
Toll
free in Canada: 1-800-373-6393
Facsimile:
(604) 899-6581
Email:
inquiries@bcsc.bc.ca
|
|
|
|
|
The
Manitoba Securities Commission
500-400
St. Mary Avenue
Winnipeg,
Manitoba R3C 4K5
Telephone:
(204) 945-2548
Toll
free in Manitoba: 1-800-655-5244
Facsimile:
(204) 945-0330
|
Financial
and Consumer Services
Commission
(New Brunswick)
85
Charlotte Street, Suite 300
Saint
John, New Brunswick E2L 2J2
Telephone:
(506) 658-3060
Toll
free in Canada: 1-866-933-2222
Facsimile:
(506) 658-3059
Email:
info@fcnb.ca
|
|
|
|
|
Government
of Newfoundland and Labrador
Financial
Services Regulation Division
P.O.
Box 8700
Confederation
Building
2
nd
Floor,
West Block
Prince
Philip Drive
St.
John’s, Newfoundland and Labrador A1B 4J6
Attention:
Director of Securities
Telephone:
(709) 729-4189
Facsimile:
(709) 729-6187
|
Government
of the Northwest Territories
Office
of the Superintendent of Securities
P.O.
Box 1320
Yellowknife,
Northwest Territories X1A
2L9
Attention:
Deputy Superintendent, Legal &
Enforcement
Telephone:
(867) 920-8984
Facsimile:
(867) 873-0243
|
|
|
|
|
Nova
Scotia Securities Commission
Suite
400, 5251 Duke Street
Duke
Tower
P.O.
Box 458
Halifax,
Nova Scotia B3J 2P8
Telephone:
(902) 424-7768
Facsimile:
(902) 424-4625
|
Government
of Nunavut
Department
of Justice
Legal
Registries Division
P.O.
Box 1000, Station 570
1
st
Floor,
Brown Building
Iqaluit,
Nunavut X0A 0H0
Telephone:
(867) 975-6590
Facsimile:
(867) 975-6594
|
|
|
|
|
Ontario
Securities Commission
20
Queen Street West, 22
nd
Floor
Toronto,
Ontario M5H 3S8
Telephone:
(416) 593-8314
Toll
free in Canada: 1-877-785-1555
Facsimile:
(416) 593-8122
Email:
exemptmarketfilings@osc.gov.on.ca
Public
official contact regarding indirect collection of
information:
Inquiries Officer
|
Prince
Edward Island Securities Office
95 Rochford Street, 4
th
Floor Shaw
Building
P.O. Box 2000
Charlottetown, Prince Edward Island C1A
7N8
Telephone: (902) 368-4569
Facsimile: (902) 368-5283
|
Exhibit
E – Securities Administrators Contact Information - 1
|
Autorité des marchés financiers
800, Square Victoria, 22e étage
C.P. 246, Tour de la Bourse
Montréal, Québec H4Z 1G3
Telephone: (514) 395-0337 or 1-877-525-0337
Facsimile: (514) 864-6381 (For privacy requests only)
Email: financementdessocietes@lautorite.qc.ca
(For corporate finance issuers);
fonds_dinvestissement@lautorite.qc.ca (for investment
fund issuers)
|
Financial and Consumer Affairs
Authority of Saskatchewan
Suite 601—1919 Saskatchewan Drive
Regina, Saskatchewan S4P 4H2
Telephone: (306) 787-5879
Facsimile: (306) 787-5899
|
|
|
|
|
Government of Yukon
Department of Community Services
Law Centre, 3
rd
Floor
2130 Second Avenue
Whitehorse, Yukon Y1A 5H6
Telephone: (867) 667-5314
Facsimile: (867) 393-6251
|
|
Exhibit
E – Securities Administrators Contact Information - 2
Exhibit 99.1
CohBar,
Inc. Completes US$5.2 Million Private Placement
Menlo
Park, California
– July 17, 2017 – CohBar, Inc. (OTCQX: CWBR and TSXV: COB.U) (“CohBar” or the “Company”),
a preclinical stage biotechnology company focused on developing mitochondria based therapeutics (MBTs) to treat age-related diseases,
announced today that it has closed its previously-announced non-brokered private placement offering (the “Offering”).
The
Company issued 3,438,053 units at a price of US$1.50 per unit for total proceeds of approximately US$5.16 million. Each unit consists
of one share of the Company’s common stock and one common stock purchase warrant. Each warrant can be exercised at any time
prior to June 30, 2020 for the purchase of one common share of the Company’s stock at an exercise price of US$2.25.
The
securities issued in the Offering are subject to a Canadian statutory hold period of four months plus one day, during which they
may not be traded through the facilities of the TSX Venture Exchange, or to or for the benefit of a Canadian resident. The Offering
remains subject to final acceptance by the TSX Venture Exchange. The Offering was conducted as a non-brokered private placement
and no fees were paid by the Company to finders or agents.
The
Company intends to use the proceeds of the Offering primarily to continue advancing its lead drug candidate into clinical studies
targeted for early 2018, and for general corporate purposes.
With
the proceeds from the Offering, CohBar will have a cash and investments balance of approximately US$12.5 million.
About
CohBar
CohBar
(OTCQX: CWBR and TSXV: COB.U) is a preclinical stage biotechnology company focused on the research and development of mitochondria
based therapeutics (MBTs), an emerging class of drugs for the treatment of age-related diseases. MBTs originate from the discovery
by CohBar’s founders of a novel group of peptides within the mitochondrial genome which regulate metabolism and cell death,
and whose biological activity declines with age. CohBar’s efforts focus on the development of these mitochondrial-derived
peptides (MDPs) into clinically relevant MBTs that offer the potential to address a broad range of age-related diseases, including
obesity, fatty liver disease (NASH), type 2 diabetes, cancer, cardiovascular and neurodegenerative diseases. To date, the Company
and its founders have discovered more than 65 biologically active mitochondrial peptides.
Forward-Looking
Statements
This
news release contains forward-looking statements (statements which are not historical facts) within the meaning of the Private
Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaning of applicable Canadian
securities laws. Forward-looking statements include statements regarding CohBar’s planned use of the proceeds from this
offering
, anticipated final approval of the TSX Venture Exchange, and anticipated timeline
for initiating clinical studies.
Forward-looking statements are based on current expectations, estimates and projections
that involve a number of risks and uncertainties that could cause actual results to differ materially from those anticipated by
CohBar, including: uncertainties inherent in research and development; CohBar’s ability to meet anticipated commencement
and completion dates for IND-enabling and initial clinical studies; the possibility of unfavorable study results; whether and
when any investigational new drug application may be filed with or approved by regulatory authorities; and CohBar’s discretion
to re-allocate the use of proceeds in the context of its business. Additional assumptions, risks and uncertainties are described
in detail in our registration statements, reports and other filings with the Securities and Exchange Commission and applicable
Canadian securities regulators, which are available on our website, and at
www.sec.gov
or
www.sedar.com
.
Neither
TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.
Contact
Information:
Jon
Stern
CohBar,
Inc.
(650)
446-7888 ext. 111
jon.stern@cohbar.com