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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 11, 2024
PRAXIS PRECISION MEDICINES, INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
001-39620 |
47-5195942 |
|
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
Praxis Precision Medicines, Inc.
99 High Street, 30th Floor
Boston, Massachusetts 02110
(Address of principal executive offices, including
zip code)
(617) 300-8460
(Registrant’s telephone number, including
area code)
Not Applicable
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trade
Symbol(s) |
|
Name of each exchange
on which registered |
| Common Stock, $0.0001 par value per share |
|
PRAX |
|
The Nasdaq Global Select Market |
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 ¨
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. ¨
Item 8.01 Other Events.
On January 11, 2024, Praxis Precision Medicines, Inc. (the
“Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Piper Sandler &
Co. and Truist Securities, Inc., as representatives of the several underwriters named in Schedule A thereto (collectively, the “Underwriters”),
relating to an underwritten offering of 3,168,275 shares (the “Shares”) of the Company’s common stock, $0.0001 par
value per share (the “Common Stock”), and, in lieu of Common Stock to certain investors, pre-funded warrants (the “Pre-funded
Warrants”) to purchase up to 1,056,725 shares of Common Stock (the “Offering”). The closing of the Offering is expected
to take place on January 16, 2024, subject to the satisfaction of customary closing conditions. All of the Shares and the Pre-funded
Warrants are being sold by the Company. The offering price of the Shares to the public is $35.50 per share, and the offering price of
the Pre-funded Warrants to the public is $35.4999 per underlying share, which equals the price per share of Common Stock being sold in
this Offering, minus $0.0001, the Pre-funded Warrants’ exercise price per share. The Company also granted the underwriters an option
to purchase up to 633,750 additional shares of Common Stock within 30 days from the date of the Underwriting Agreement. On January 12,
2024, the underwriters exercised the option to purchase such additional shares in full. The net proceeds from the Offering are expected
to be approximately $161.7 million, after deducting underwriting discounts and commissions and estimated offering expenses payable
by the Company, and giving effect to the exercise of the underwriters’ option to purchase additional shares. The Company does not intend to list the Pre-funded Warrants on The Nasdaq Global Select Market (“Nasdaq”)
or any other nationally recognized securities exchange or trading system.
The exercise price and the number of shares of Common Stock issuable
upon exercise of the Pre-funded Warrants are subject to appropriate adjustments in the event of certain stock dividends and distributions,
stock splits, stock combinations, reclassifications or similar events affecting the Common Stock. The Pre-funded Warrants are exercisable
from the date of issuance and may be exercised by means of a cashless exercise. Under the Pre-funded Warrants, the Company may not effect
the exercise of the Pre-funded Warrants, and a holder will not be entitled to exercise any portion of the Pre-funded Warrants that, upon
giving effect to such exercise, would result in: (i) the aggregate number of shares of Common Stock beneficially owned by such holder
(together with its affiliates) exceeding 4.99% (or 9.99%) of the number of shares of Common Stock outstanding immediately after giving
effect to the exercise; or (ii) the combined voting power of the Company’s securities beneficially owned by such holder (together
with its affiliates) exceeding 4.99% (or 9.99%) of the combined voting power of all of the Company’s securities outstanding immediately
after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-funded Warrants,
which percentage may be changed at the holder’s election to a higher or lower percentage not in excess of 19.99% upon 61 days’
notice to the Company.
In addition, in certain circumstances, upon a Fundamental Transaction
(as defined in the Pre-funded Warrants), a holder of the Pre-funded Warrants will be entitled to receive, upon exercise of the Pre-funded
Warrants, the kind and amount of securities, cash or other property that such holder would have received had it exercised the Pre-funded
Warrants immediately prior to the Fundamental Transaction without regard to any limitations on exercise contained in the Pre-funded Warrants.
The Company intends to use the net proceeds of the Offering, together
with the Company’s existing cash and cash equivalents, to complete the development of ulixacaltamide in two Phase 3 studies for
essential tremor, to continue clinical development of PRAX-628, PRAX-562 and PRAX-222 for various epilepsies, and for working capital
and other general corporate purposes. Based on the planned use of proceeds described above, the Company believes that the net proceeds
from this Offering, together with its existing cash and cash equivalents, will be sufficient to enable the Company to fund its operating
expenses and capital expenditure requirements into 2026. This estimate is based on assumptions that may prove to be incorrect, and the
Company could utilize available capital resources sooner than expected.
The Offering was made pursuant to a shelf registration statement on
Form S-3 that was filed with the Securities and Exchange Commission (“SEC”) on February 7, 2023 and declared effective
by the SEC on February 9, 2023 (File No. 333-260726). A prospectus supplement relating to the Offering has been filed with the
SEC.
The representations, warranties and covenants contained in the Underwriting
Agreement and the Pre-funded Warrants were made solely for the benefit of the parties thereto and may be subject to limitations agreed
upon by the contracting parties. Accordingly, the Underwriting Agreement and the Pre-funded Warrants are incorporated herein by reference
only to provide investors with information regarding the terms of the Underwriting Agreement and not to provide investors with any other
factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s
periodic reports and other filings with the SEC.
The foregoing descriptions of the Underwriting Agreement and the Pre-funded
Warrants are not complete and are qualified in their entireties by reference to the full text of the Underwriting Agreement and the Form of
Pre-funded Warrant, copies of which are filed as Exhibits 1.1 and 4.1, respectively, to this report and are incorporated by reference
herein.
A copy of the opinion of Latham & Watkins LLP relating to
the legality of the issuance and sale of the Shares, the Pre-funded Warrants and the shares of common stock issuable upon exercise of
the Pre-funded Warrants is attached as Exhibit 5.1 to this report.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws, including statements regarding
the closing of the Offering, the Company’s intent not to list the Pre-funded Warrants on Nasdaq or any other nationally recognized
securities exchange or trading system, anticipated amount of net proceeds from the Offering, the intended use of such proceeds, and the
sufficiency of the net proceeds from the Offering and existing cash and cash equivalents to fund operating expenses and capital expenditure
requirements. The forward-looking statements included in this Current Report on Form 8-K are subject to a number of risks, uncertainties
and assumptions, including, without limitation, risks and uncertainties associated with market conditions, the satisfaction of customary
closing conditions related to the offering and other risks as described in the Company’s Annual Report on Form 10-K for the
year ended December 31, 2022, its Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission.
These statements are based only on facts currently known by the Company and speak only as of the date of this Current Report on Form 8-K.
As a result, you are cautioned not to rely on these forward-looking statements and the Company undertakes no obligation to publicly update
or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.
| Item 9.01 |
Financial Statements and Exhibits. |
(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.
| |
PRAXIS PRECISION MEDICINES, INC. |
| |
|
|
| Date: January 12, 2024 |
By: |
/s/ Marcio Souza |
| |
|
Marcio Souza |
| |
|
Chief Executive Officer |
Exhibit 1.1
Execution Version
3,168,275 Shares
Pre-Funded Warrants to Purchase 1,056,725 Shares
Praxis Precision Medicines, Inc.
UNDERWRITING AGREEMENT
January 11, 2024
PIPER SANDLER & CO.
TRUIST SECURITIES, INC.
As Representatives of the several Underwriters
c/o PIPER SANDLER & CO.
1251 Avenue of the Americas, Floor 7
New York, New York 10020
c/o TRUIST SECURITIES, INC.
3333 Peachtree Road NE, 11th Floor
Atlanta, GA 30326
Ladies and Gentlemen:
Introductory.
Praxis Precision Medicines, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several
underwriters named in Schedule A (the “Underwriters”) (i) an aggregate of 3,168,275 shares (the “Firm
Shares”) of its common stock, par value $0.0001 per share (the “Common Stock”) and (ii) pre-funded warrants
(the “Pre-Funded Warrants”) to purchase up to 1,056,725 shares of Common Stock (the “Warrant Shares”)
at an exercise price of $0.0001 per share in the form attached hereto as Exhibit A. The 3,168,275 Firm Shares and 1,056,725
Pre-Funded Warrants to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted
to the Underwriters an option to purchase up to an additional 633,750 shares of Common Stock as provided in Section 2 of this
Agreement. The additional 633,750 shares of Common Stock to be sold by the Company pursuant to such option are collectively called the
“Optional Shares,” and together with the Firm Shares, the “Shares.” The Firm Securities and, if
and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Securities.” Piper
Sandler & Co. (“Piper”) and Truist Securities, Inc. (“Truist”) have agreed to act
as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering
and sale of the Offered Securities. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives”
as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural,
as the context requires.
The
Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a shelf registration
statement on Form S-3, File No. 333-260726, including a base prospectus (the “Base Prospectus”) to be used
in connection with the public offering and sale of the Offered Securities. Such registration statement, as amended, including the financial
statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents
incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness
pursuant to Rule 430A or Rule 430B under the Securities Act, is called the “Registration Statement.” Any
registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and
sale of the Offered Securities is called the “Rule 462(b) Registration Statement,” and from and after the
date and time of filing of any such Rule 462(b) Registration Statement the term “Registration Statement” shall include
the Rule 462(b) Registration Statement. The preliminary prospectus supplement dated January 10, 2024 describing the Offered
Securities and the offering thereof (the “Preliminary Prospectus Supplement”), together with the Base Prospectus, is
called the “Preliminary Prospectus,” and the Preliminary Prospectus and any other prospectus supplement to the
Base Prospectus in preliminary form that describes the Offered Securities and the offering thereof and is used prior to the filing of
the Prospectus (as defined below), together with the Base Prospectus, is called a “preliminary prospectus.” As used
herein, the term “Prospectus” shall mean the final prospectus supplement to the Base Prospectus that describes the
Offered Securities and the offering thereof (the “Final Prospectus Supplement”), together with the Base Prospectus,
in the form first used by the Underwriters to confirm sales of the Offered Securities or in the form first made available to the Underwriters
by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act. References herein to the Preliminary
Prospectus, any preliminary prospectus and the Prospectus shall refer to both the prospectus supplement and the Base Prospectus components
of such prospectus. As used herein, the “Applicable Time” is 7:00 AM (New York City time) on January 11, 2024.
As used herein, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act, and
“Time of Sale Prospectus” means the Preliminary Prospectus, as amended or supplemented immediately prior to the Applicable
Time, together with the free writing prospectuses, if any, identified in Schedule B hereto. As used herein, “Road Show”
means a “road show” (as defined in Rule 433 under the Securities Act) relating to the offering of the Offered Securities
contemplated hereby that is a “written communication” (as defined in Rule 405 under the Securities Act).
All references in this Agreement to the Registration
Statement, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectus and the Prospectus shall include the documents
incorporated or deemed to be incorporated by reference therein. All references in this Agreement to financial statements and schedules
and other information which are “contained,” “included” or “stated” in, or “part of” the
Registration Statement, the Rule 462(b) Registration Statement, the Preliminary Prospectus, any preliminary prospectus, the
Base Prospectus, the Time of Sale Prospectus or the Prospectus, and all other references of like import, shall be deemed to mean and include
all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration
Statement, the Rule 462(b) Registration Statement, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectus,
the Time of Sale Prospectus or the Prospectus, as the case may be. All references in this Agreement to amendments or supplements to the
Registration Statement, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectus, the Time of Sale Prospectus or the
Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder (collectively, the “Exchange Act”) that is or is deemed to be incorporated
by reference in the Registration Statement, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectus, or the Prospectus,
as the case may be. All references in this Agreement to the Registration Statement, the Preliminary Prospectus, any preliminary prospectus,
the Base Prospectus or the Prospectus, any amendments or supplements to any of the foregoing, or any free writing prospectus, shall include
any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”).
In the event that the Company has only one subsidiary,
then all references herein to “subsidiaries” of the Company shall be deemed to refer to such single subsidiary, mutatis
mutandis.
Section 1. Representations
and Warranties.
The Company hereby represents, warrants and covenants
to each Underwriter, as of the date of this Agreement, as of the First Closing Date (as hereinafter defined) and as of each Option Closing
Date (as hereinafter defined), if any, as follows:
(a) Compliance
with Registration Requirements. The Registration Statement has become effective under the Securities Act. The Company has complied,
to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information, if any. No stop
order suspending the effectiveness of the Registration Statement is in effect and no proceedings for such purpose have been instituted
or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. At the time the Company’s
Annual Report on Form 10-K for the year ended December 31, 2022 (the “Annual Report”) was filed with the
Commission, or, if later, at the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable
requirements for use of Form S-3 under the Securities Act. The Company meets the requirements for use of Form S-3 under the
Securities Act specified in FINRA Conduct Rule 5110(B)(7)(C)(i). The documents incorporated or deemed to be incorporated by reference
in the Registration Statement, the Time of Sale Prospectus and the Prospectus, at the time they were or hereafter are filed with the Commission,
or became effective under the Exchange Act, as the case may be, complied and will comply in all material respects with the requirements
of the Exchange Act.
(b) Disclosure.
Each preliminary prospectus and the Prospectus when filed complied in all material respects with the Securities Act and, if filed by electronic
transmission pursuant to EDGAR, was identical (except as may be permitted by Regulation S-T under the Securities Act) to the copy
thereof delivered to the Underwriters for use in connection with the offer and sale of the Offered Securities. Each of the Registration
Statement and any post-effective amendment thereto, at the time it became or becomes effective, complied and will comply in all material
respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein not misleading. As of the Applicable Time, the Time of
Sale Prospectus did not, and at the First Closing Date (as defined in Section 2 of this Agreement) and at each applicable Option
Closing Date (as defined in Section 2 of this Agreement), will not, contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
The Prospectus, as of its date, did not, and at the First Closing Date and at each applicable Option Closing Date, will not, contain any
untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading. The representations and warranties set forth in the three immediately preceding
sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Prospectus
or the Time of Sale Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with written information
relating to any Underwriter furnished to the Company in writing by the Representatives expressly for use therein, it being understood
and agreed that the only such information consists of the information described in Section 9(b) below. There are no contracts
or other documents required to be described in the Time of Sale Prospectus or the Prospectus or to be filed as an exhibit to the Registration
Statement which have not been described or filed as required.
(c) Free
Writing Prospectuses; Road Show. As of the determination date referenced in Rule 164(h) under the Securities Act, the
Company was not, is not or will not be (as applicable) an “ineligible issuer” in connection with the offering of the Offered
Securities pursuant to Rules 164, 405 and 433 under the Securities Act. Each free writing prospectus that the Company is required
to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with
the requirements of the Securities Act. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under
the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material
respects with the requirements of Rule 433 under the Securities Act, including timely filing with the Commission, retention and legending,
as applicable, and each such free writing prospectus, as of its issue date and at all subsequent times through the completion of the public
offer and sale of the Offered Securities did not, does not and will not include any information that conflicted, conflicts or will conflict
with the information contained in the Registration Statement, the Prospectus or any preliminary prospectus unless such information has
been superseded or modified as of such time. Except for the free writing prospectuses, if any, identified in Schedule B, and electronic
road shows, if any, furnished to the Representatives before first use, the Company has not prepared, used or referred to, and will not,
without the Representatives’ prior written consent, prepare, use or refer to, any free writing prospectus. Each Road Show, when
considered together with the Time of Sale Prospectus, did not, as of the Applicable Time, contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made,
not misleading.
(d) Distribution
of Offering Material By the Company. Prior to the later of (i) the expiration or termination of the option granted to the
several Underwriters in Section 2 of this Agreement, and (ii) the completion of the Underwriters’ distribution of
the Offered Securities, the Company has not distributed and will not distribute any offering material in connection with the offering
and sale of the Offered Securities other than the Registration Statement, the Time of Sale Prospectus, the Prospectus or any free writing
prospectus reviewed and consented to by the Representatives, the free writing prospectuses, if any, identified on Schedule B hereto.
(e) The
Underwriting Agreement. This Agreement has been duly authorized, executed and delivered by the Company.
(f) Authorization
of the Offered Securities. The Shares to be issued and sold by the Company to the Underwriters hereunder have been duly and validly
authorized and, when issued and delivered against payment therefor as provided herein, will be duly and validly issued, fully paid and
non-assessable and will conform to the descriptions thereof in the Registration Statement, the Time of Sale Prospectus and the Prospectus;
and the issuance of the Shares is not subject to any preemptive or similar rights. The Pre-Funded Warrants have been duly authorized for
issuance by the Company and when executed and delivered by the Company pursuant to this Agreement, will be valid and binding agreements
of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general
equitable principles. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants
in a number sufficient to meet the current exercise requirements and, when issued and delivered upon exercise of the Pre-Funded Warrants
in accordance therewith, will be duly and validly issued, fully paid and non-assessable and will conform to the descriptions thereof in
the Registration Statement, the Time of Sale Prospectus and the Prospectus. The issuance of Warrant Shares is not subject to any preemptive
or similar rights.
(g) No
Applicable Registration or Other Similar Rights. No person or entity has the right to require registration of shares of common
stock or other securities of the Company or any of its subsidiaries because of the filing or effectiveness of the Registration Statement
or otherwise, except for persons and entities who have expressly waived such right in writing or who have been given timely and proper
written notice and have failed to exercise such right within the time or times required under the terms and conditions of such right.
Except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there are no persons with registration
rights or similar rights to have any securities registered by the Company or any of its subsidiaries under the Securities Act.
(h) No
Material Adverse Change. Neither the Company nor any of its subsidiaries has sustained, since the date of the latest audited financial
statements included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (i) any
material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or
from any labor dispute or action, order or decree of any court or governmental or regulatory authority, otherwise than as set forth or
contemplated in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (ii) any change in the capital stock
(other than the issuance of shares of common stock upon exercise of stock options and warrants described as outstanding in, and the grant
of options and awards under existing equity incentive plans described in, the Registration statement, the Time of Sale Prospectus and
the Prospectus) or long-term debt of the Company or any of its subsidiaries, or any dividend or distribution of any kind declared, set
aside for payment, paid or made by the Company on any class of capital stock, or any material adverse changes, or any development involving
a prospective material adverse change, in or affecting the business, properties, assets, general affairs, management, financial position,
prospects, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole, otherwise than as
set forth or contemplated in the Registration Statement, the Time of Sale Prospectus and the Prospectus.
(i) Independent
Accountants. Ernst & Young LLP, who has certified certain financial statements and related schedules of the Company and
its subsidiaries included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus is
an independent registered public accounting firm with respect to the Company and its subsidiaries within the meaning of Article 2-01
of Regulation S-X and the Public Company Accounting Oversight Board (United States).
(j) Financial
Statements. The financial statements, together with the related notes, included or incorporated by reference in the Time of Sale
Prospectus, the Prospectus and in the Registration Statement fairly present, in all material respects, the financial position and the
results of operations and changes in financial position of the Company and its consolidated subsidiaries at the respective dates or for
the respective periods therein specified. Such statements and related notes have been prepared in accordance with the generally accepted
accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved except
as may be set forth in the related notes included in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The financial
statements, together with the related notes, included or incorporated by reference in the Time of Sale Prospectus and the Prospectus comply
in all material respects with Regulation S-X. No other financial statements or supporting schedules or exhibits are required by Regulation
S-X to be described, included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus or the Prospectus.
The summary and selected financial data included or incorporated by reference in the Time of Sale Prospectus, the Prospectus and the Registration
Statement fairly present, in all material respects, the information shown therein as at the respective dates and for the respective periods
specified and are derived from the consolidated financial statements set forth or incorporated by reference in the Registration Statement,
the Time of Sale Prospectus and the Prospectus and other financial information. The interactive data in eXtensible Business Reporting
Language included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus fairly presents
the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines
applicable thereto.
(k) Company’s
Accounting System. The Company and each of its subsidiaries maintains a system of “internal control over financial reporting”
(as such term is defined in Rule 13a-15(f) of the General Rules and Regulations under the Exchange Act (the “Exchange
Act Rules”)) that complies with the requirements of the Exchange Act and has been designed by their respective principal executive
and principal financial officers, or under their supervision, to provide reasonable assurances that (i) transactions are executed
in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation
of financial statements in conformity with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only
in accordance with management’s general or specific authorization; (iv) the recorded accountability for assets is compared
with existing assets at reasonable intervals and appropriate action is taken with respect to any differences and (v) interactive
data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the
Commission’s rules and guidelines applicable thereto. The Company’s internal control over financial reporting is effective.
Except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, since the end of the Company’s
most recent audited fiscal year, there has been (A) no material weakness in the Company’s internal control over financial reporting
(whether or not remediated) and (B) no change in the Company’s internal control over financial reporting that has materially
affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
(l) Disclosure
Controls and Procedures. The Company and its subsidiaries maintain disclosure controls and procedures (as such is defined in Rule 13a-15(e) of
the Exchange Act Rules) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed
to ensure that information required to be disclosed by the Company and its subsidiaries in reports that they file or submit under the
Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and
forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s
management to allow timely decisions regarding disclosures. The Company and its subsidiaries have conducted evaluations of the effectiveness
of their disclosure controls as required by Rule 13a-15 of the Exchange Act.
(m) Incorporation
and Good Standing of the Company and Its Subsidiaries. The Company and each of its subsidiaries have been duly organized and are
validly existing as corporations or other legal entities in good standing (or the foreign equivalent thereof) under the laws of their
respective jurisdictions of organization. The Company and each of its subsidiaries are duly qualified to do business and are in good standing
as foreign corporations or other legal entities in each jurisdiction in which their respective ownership or lease of property or the conduct
of their respective businesses requires such qualification and have all power and authority (corporate or other) necessary to own or hold
their respective properties and to conduct the businesses in which they are engaged, except where the failure to so qualify or have such
power or authority would not (i) have, singularly or in the aggregate, a material adverse effect on the business, properties, management,
financial position, stockholders’ equity, results of operations or prospects of the Company and its subsidiaries taken as a whole,
or (ii) impair in any material respect the ability of the Company to perform its obligations under this Agreement or to consummate
any transactions contemplated by this Agreement, the Time of Sale Prospectus or the Prospectus (any such effect as described in clauses
(i) or (ii), a “Material Adverse Change”). The Company does not own or control, directly or indirectly, any interest
in any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s annual
report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Commission on February 7, 2023.
(n) Capitalization
and Other Capital Stock Matters. The Company has an authorized capitalization as set forth under the heading “Capitalization”
in the Time of Sale Prospectus, and all of the issued shares of capital stock of the Company, have been duly and validly authorized and
issued, are fully paid and non-assessable, have been issued in compliance with federal and state securities laws, and conform to the description
thereof contained in the Time of Sale Prospectus and the Prospectus. All of the Company’s options, warrants and other rights to
purchase or exchange any securities for shares of the Company’s capital stock have been duly authorized and validly issued and were
issued in compliance with federal and state securities laws. None of the outstanding shares of common stock were issued in violation of
any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. As of the
date set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there were no authorized or outstanding
shares of capital stock, options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt
securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than
those described above or accurately described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. Since such
date, the Company has not issued any securities other than common stock issued pursuant to the exercise of warrants or upon the exercise
of stock options or other awards outstanding under the Company’s stock option plans, options or other securities granted or issued
pursuant to the Company’s existing equity compensation plans or other plans, and the issuance of common stock pursuant to employee
stock purchase plans. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the
options or other rights granted thereunder, as described in the Time of Sale Prospectus and the Prospectus, accurately and fairly present
the information required to be shown with respect to such plans, arrangements, options and rights.
(o) Capitalization
of Subsidiaries. All the outstanding shares of capital stock (if any) of each subsidiary of the Company have been duly authorized
and validly issued, are fully paid and nonassessable and, except to the extent set forth in the Time of Sale Prospectus or the Prospectus,
are owned by the Company directly or indirectly through one or more wholly-owned subsidiaries, free and clear of any claim, lien, encumbrance,
security interest, restriction upon voting or transfer or any other claim of any third party.
(p) Stock
Exchange Listing. The Shares and Warrant Shares have been approved for listing subject to notice of issuance on the Nasdaq Global
Select Market. A registration statement has been filed on Form 8-A pursuant to Section 12 of the Exchange Act, which registration
statement complies in all material respects with the Exchange Act.
(q) No
Conflicts. The execution, delivery and performance of this Agreement by the Company, the issue and sale of the Offered Securities
by the Company, the issuance of the Warrant Shares by the Company upon exercise of the Pre-Funded Warrants and the consummation of the
transactions contemplated hereby will not (with or without notice or lapse of time or both) (i) conflict with or result in a breach
or violation of any of the terms or provisions of, constitute a default or a Debt Repayment Triggering Event (as defined below) under,
or result in the creation or imposition of any lien, encumbrance, security interest, claim or charge upon any property or assets of the
Company or any of its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument
to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any
of the property or assets of the Company or any of its subsidiaries is subject, (ii) result in any violation of the provisions of
the charter or by-laws (or analogous governing instruments, as applicable) of the Company or any of its subsidiaries or (iii) result
in the violation of any law, statute, rule, regulation, judgment, order or decree of any court or governmental or regulatory agency or
body, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their properties or assets except,
in the case of clauses (i) and (iii) above, for any such conflict, breach, violation or default that would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Change. A “Debt Repayment Triggering Event”
means any event or condition that gives, or with the giving of notice or lapse of time would give the holder of any note, debenture or
other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or
repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.
(r) Compliance
with Laws. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws (or analogous governing
instrument, as applicable), (ii) in default in any respect, and no event has occurred which, with notice or lapse of time or both,
would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage,
deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it is bound or to which any of
its property or assets is subject or (iii) in violation in any respect of any law, ordinance, governmental rule, regulation or court
order, decree or judgment to which it or its property or assets may be subject (including, without limitation, those administered by the
United States Food and Drug Administration of the U.S. Department of Health and Human Services (the “FDA”) or by any
foreign, federal, state or local governmental or regulatory authority performing functions similar to those performed by the FDA) except,
in the case of clauses (ii) and (iii) above, for any such violation or default that would not, singularly or in the aggregate,
have a Material Adverse Change.
(s) No
Material Actions or Proceedings. Except as set forth in the Time of Sale Prospectus, there is no legal or governmental proceeding
to which the Company or any of its subsidiaries is a party or of which any property or assets of the Company or any of its subsidiaries
is the subject, including any proceeding before the FDA or comparable federal, state, local or foreign governmental bodies (it being understood
that the interaction between the Company and the FDA and such comparable governmental bodies relating to the clinical development and
product approval process, if any, shall not be deemed proceedings for purposes of this representation), which is required to be described
in the Registration Statement, the Time of Sale Prospectus or the Prospectus and is not described therein, or which, singularly or in
the aggregate, if determined adversely to the Company or any of its subsidiaries, could reasonably be expected to have a Material Adverse
Change; and no such proceedings are threatened or, to the Company’s knowledge after reasonable investigation and due diligence inquiry
(“Knowledge”), contemplated by governmental or regulatory authorities or threatened by others. The Company is in compliance
with all applicable federal, state, local and foreign laws, regulations, orders and decrees governing its business, as described in the
Time of Sale Prospectus and the Prospectus, as prescribed by the FDA, or any other federal, state or foreign agencies or bodies engaged
in the regulation of pharmaceuticals or biohazardous substances or materials, except where noncompliance would not, singly or in the aggregate,
have a Material Adverse Change. All preclinical and clinical studies conducted by or on behalf of the Company to support approval for
commercialization of the Company’s products have been conducted by the Company, or to the Company’s Knowledge by third parties,
in compliance with all applicable federal, state or foreign laws, rules, orders and regulations, except for such failure or failures to
be in compliance as could not reasonably be expected to have, singly or in the aggregate, a Material Adverse Change. Neither the Company
nor any of its subsidiaries is a party to any corporate integrity agreements, monitoring agreements, consent decrees, settlement orders,
or similar agreements with or imposed by any governmental or regulatory authority. Additionally, neither the Company, any of its subsidiaries
nor, to the Company’s Knowledge, any of their respective employees, officers, directors, or agents has been excluded, suspended
or debarred from participation in any U.S. federal health care program or human clinical research or is subject to a governmental inquiry,
investigation, proceeding, or other similar action that could reasonably be expected to result in debarment, suspension, or exclusion.
(t) Intellectual
Property Rights. The Company and its subsidiaries own or possess the valid right to use all (i) patents, patent applications,
trademarks, trademark registrations, service marks, service mark registrations, Internet domain name registrations, copyrights, copyright
registrations, licenses, trade secret rights (“Intellectual Property Rights”) and (ii) inventions, software, works
of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual
property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures)
(collectively, “Intellectual Property Assets”) necessary to conduct their respective businesses as currently conducted,
and as proposed to be conducted and described in the Time of Sale Prospectus and the Prospectus. The Company and its subsidiaries have
not received any opinion from their legal counsel concluding that any activities of their respective businesses infringe, misappropriate,
or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and except as set forth in the Time of Sale
Prospectus, have not received written notice of any challenge, which is to their Knowledge still pending, by any other person to the rights
of the Company and its subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by
the Company or its subsidiaries. To the Company’s Knowledge, the Company and its subsidiaries’ respective businesses as now
conducted do not give rise to any infringement of, any misappropriation of, or other violation of, any valid and enforceable Intellectual
Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Time of Sale Prospectus
and the Prospectus are valid, binding upon, and enforceable by or against the parties thereto in accordance to its terms. The Company
has complied in all material respects with, and is not in breach nor has received any asserted or threatened claim of breach of any Intellectual
Property license, and the Company has no Knowledge of any breach or anticipated breach by any other person to any Intellectual Property
license. Except as described in the Time of Sale Prospectus, no claim has been made against the Company alleging the infringement by the
Company of any patent, trademark, service mark, trade name, copyright, trade secret, license in or other intellectual property right or
franchise right of any person. The Company has taken all reasonable steps to protect, maintain and safeguard its Intellectual Property
Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated
by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent
of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned,
used or held for use in the conduct of the business as currently conducted. With respect to the use of the software in the Company’s
business as it is currently conducted, the Company has not experienced any material defects in such software including any material error
or omission in the processing of any transactions other than defects which have been corrected, and to the Company’s Knowledge,
no such software contains any device or feature designed to disrupt, disable, or otherwise impair the functioning of any software or is
subject to the terms of any “open source” or other similar license that provides for the source code of the software to be
publicly distributed or dedicated to the public.
(u) All
Necessary Permits, etc. The Company and each of its subsidiaries possess all licenses, certificates, authorizations and permits
issued by, and have made all declarations and filings with, the appropriate local, state, federal or foreign governmental or regulatory
agencies or bodies (including, without limitation, those administered by the FDA or by any foreign, federal, state or local governmental
or regulatory authority performing functions similar to those performed by the FDA) that are necessary for the ownership, lease or operation
of their respective properties or the conduct of their respective businesses as described in the Time of Sale Prospectus and the Prospectus
(collectively, the “Governmental Permits”) except where any failures to possess or make the same would not, singularly
or in the aggregate, have a Material Adverse Change. The Company and its subsidiaries are in compliance with all such Governmental Permits;
all such Governmental Permits are valid and in full force and effect, except where the invalidity or failure to be in full force and effect
would not, singularly or in the aggregate, have a Material Adverse Change. Neither the Company nor any subsidiary has received written
notification of any revocation, modification, suspension, termination or invalidation (or proceedings related thereto) of any such Governmental
Permit and the Company has no reason to believe that any such Governmental Permit will not be renewed.
(v) Title
to Properties. The Company and each of its subsidiaries have good and marketable title in and (in the case of real property) to,
or have valid and marketable rights to lease or otherwise use, all items of real or personal property which are material to the business
of the Company and its subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, security interests, claims
and defects that (i) do not, singularly or in the aggregate, materially affect the value of such property and do not materially interfere
with the use made and proposed to be made of such property by the Company or any of its subsidiaries or (ii) could not reasonably
be expected, singularly or in the aggregate, to have a Material Adverse Change.
(w) Tax
Law Compliance. The Company and its subsidiaries each (i) have timely filed all necessary federal, state, local and foreign
tax returns, and all such returns were true, complete and correct, (ii) have paid all federal, state, local and foreign taxes, for
which it is liable, including, without limitation, all sales and use taxes and all taxes which the Company or any of its subsidiaries
is obligated to withhold from amounts owing to employees, creditors and third parties, and (iii) do not have any tax deficiency or
claims outstanding or assessed or, to its Knowledge, proposed against any of them, except those, in each of the cases described in clauses
(i), (ii) and (iii) above, that would not, singularly or in the aggregate, have a Material Adverse Change.
(x) Insurance.
The Company and each of its subsidiaries carry, or are covered by, insurance in such amounts and covering such risks as is adequate for
the conduct of their respective businesses and the value of their respective properties. Neither the Company nor any of its subsidiaries
has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain
similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Change.
Neither the Company nor any of its subsidiaries has received written notice from any insurer, agent of such insurer or the broker of the
Company or any of its subsidiaries that any material capital improvements or any other material expenditures (other than premium payments)
are required or necessary to be made in order to continue such insurance.
(y) Compliance
with Environmental Laws. The Company and its subsidiaries are in compliance with all foreign, federal, state and local rules,
laws and regulations relating to the use, treatment, storage and disposal of hazardous or toxic substances or waste and protection of
health and safety or the environment which are applicable to their businesses (“Environmental Laws”). The Company has
no Knowledge of any storage, generation, transportation, handling, treatment, disposal, discharge, emission, or other release of any kind
of toxic or other wastes or other hazardous substances by, due to, or caused by the Company or any of its subsidiaries (or any other entity
for whose acts or omissions the Company or any of its subsidiaries is or may otherwise be liable) upon any of the property now or previously
owned or leased by the Company or any of its subsidiaries, or upon any other property, in violation of any law, statute, ordinance, rule,
regulation, order, judgment, decree or permit or which would, under any law, statute, ordinance, rule (including rule of common
law), regulation, order, judgment, decree or permit, give rise to any liability; and there has been no disposal, discharge, emission or
other release of any kind onto such property or into the environment surrounding such property of any toxic or other wastes or other hazardous
substances with respect to which the Company or any of its subsidiaries has knowledge.
(z) ERISA
Compliance. No “prohibited transaction” (as defined in Section 406 of the Employee Retirement Income Security
Act of 1974, as amended, including the regulations and published interpretations thereunder (“ERISA”), or Section 4975
of the Internal Revenue Code of 1986, as amended from time to time (the “Code”)) or “accumulated funding deficiency”
(as defined in Section 302 of ERISA) or any of the events set forth in Section 4043 (b) of ERISA (other than events with
respect to which the thirty (30)-day notice requirement under Section 4043 of ERISA has been waived) has occurred or could reasonably
be expected to occur with respect to any employee benefit plan of the Company or any of its subsidiaries which could, singularly or in
the aggregate, reasonably be expected to have a Material Adverse Change. Each employee benefit plan of the Company or any of its subsidiaries
is in compliance in all material respects with applicable law, including ERISA and the Code. The Company and its subsidiaries have not
incurred and could not reasonably be expected to incur liability under Title IV of ERISA with respect to the termination of, or withdrawal
from, any pension plan (as defined in ERISA). Each pension plan for which the Company or any of its subsidiaries would have any liability
that is intended to be qualified under Section 401(a) of the Code is so qualified, and nothing has occurred, whether by action
or by failure to act, which could, singularly or in the aggregate, cause the loss of such qualification.
(aa) Company
Not an “Investment Company.” Neither the Company nor any of its subsidiaries, is or after giving effect to the offering
of the Offered Securities and, upon exercise of the Pre-Funded Warrants, the issuance of Warrant Shares, and the application of the proceeds
thereof as described in the Time of Sale Prospectus and the Prospectus, will be required to register as an “investment company”
or an entity “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940,
as amended, and the rules and regulations of the Commission thereunder.
(bb) No
Price Stabilization or Manipulation. Neither the Company nor, to the Company’s Knowledge, any of its officers, directors
or affiliates has taken or will take, directly or indirectly, any action designed or intended to stabilize or manipulate the price of
any security of the Company, or which caused or resulted in, or which might in the future reasonably be expected to cause or result in,
stabilization or manipulation of the price of any security of the Company.
(cc) Related-Party
Transactions. No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries on the one hand,
and the directors, officers, stockholders (or analogous interest holders), customers or suppliers of the Company or any of its affiliates
on the other hand, which is required to be described in the Time of Sale Prospectus and the Prospectus and which is not so described.
(dd) FINRA
Matters. Neither the Company nor any of its affiliates (within the meaning of FINRA Rule 5121(f)(1)) directly or indirectly
controls, is controlled by, or is under common control with, or is an associated person (within the meaning of Article I, Section 1(ee)
of the By-laws of FINRA) of, any member firm of FINRA.
(ee) Parties
to Lock-Up Agreements. The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit B
(the “Lock-up Agreement”) from each of the persons listed on Exhibit C. Such Exhibit C lists
under an appropriate caption the directors and officers of the Company. If any additional persons shall become directors or officers (as
defined in Rule 16a-1(f) under the Exchange Act) of the Company prior to the end of the Company Lock-up Period (as defined below),
the Company shall cause each such person, prior to or contemporaneously with their appointment or election as a director or officer of
the Company, to execute and deliver to the Representatives a Lock-up Agreement.
(ff) Statistical
and Market-Related Data. The statistical and market related data included or incorporated by reference in the Registration Statement,
the Time of Sale Prospectus and the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate,
and such data agree with the sources from which they are derived.
(gg) Sarbanes-Oxley
Act. There is and has been no failure on the part of the company or, to the Company’s Knowledge, any of the Company’s
officers or directors, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act of 2002 and the rules and
regulations promulgated in connection therewith, including Section 402 related to loans and Sections 302 and 906 related to certifications.
(hh) No
Unlawful Contributions or Other Payments. Neither the Company nor any of its subsidiaries nor, to the Company’s Knowledge,
any directory, officer, employee, agent, affiliate or other person acting on behalf of the Company or any subsidiary, has (i) used
any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity (or taken
any act in furtherance thereof), (ii) made any direct or indirect unlawful payment to foreign or domestic government officials or
employees, political parties or campaigns, political party officials, or candidates for political office from corporate funds, (iii) violated
or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any applicable anti-corruption laws,
rules, or regulation of any other jurisdiction in which the Company or any subsidiary conducts business, or (iv) made any other unlawful
bribe, rebate, payoff, influence payment, kickback, or other unlawful payment to any person.
(ii) Anti-Corruption
and Anti-Bribery Laws. Neither the Company nor any of its subsidiaries nor any director, officer, or employee of the Company or
any of its subsidiaries, nor to the knowledge of the Company, any agent, affiliate or other person acting on behalf of the Company or
any of its subsidiaries has, in the course of its actions for, or on behalf of, the Company or any of its subsidiaries (i) used any
corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made
or taken any act in furtherance of an offer, promise, or authorization of any direct or indirect unlawful payment or benefit to any foreign
or domestic government official or employee, including of any government-owned or controlled entity or public international organization,
or any political party, party official, or candidate for political office; (iii) violated or is in violation of any provision of
the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the UK Bribery Act 2010, or any other applicable
anti-bribery or anti-corruption law; or (iv) made, offered, authorized, requested, or taken an act in furtherance of any unlawful
bribe, rebate, payoff, influence payment, kickback or other unlawful payment or benefit . The Company and its subsidiaries and, to the
knowledge of the Company, the Company’s affiliates have conducted their respective businesses in compliance with the FCPA and have
instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued
compliance therewith.
(jj) Money
Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with
all applicable financial recordkeeping and reporting requirements, including those of the U.S. Bank Secrecy Act, as amended by Title III
of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA
PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Company and its subsidiaries conduct business,
the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced
by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or
before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect
to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.
(kk) Sanctions.
(i) Neither
the Company nor any of its subsidiaries, nor any director, officer or employee thereof, nor, to the Company’s Knowledge, any agent,
affiliate, representative or other person acting on behalf of the Company or any of its subsidiaries, is an individual or entity (“Person”)
that is, or is owned or controlled by a Person that is: (i) the subject of any sanctions administered or enforced by the U.S. Department
of Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, His Majesty’s Treasury,
or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized or resident in
a country or territory that is the subject of a U.S. government embargo (including, without limitation, Cuba, Iran, North Korea,
Syria and the Crimea Region of Ukraine).
(ii) The
Company will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds
to any subsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person
that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such
funding or facilitation, is the subject of a U.S. government embargo; or (ii) in any other manner that will result in a violation
of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise).
(iii) For
the past five (5) years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will
not engage in, any direct or indirect dealings or transactions with any Person that at the time of the dealing or transaction is or was
the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government
embargo.
(ll) Brokers.
Neither the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any person (other than this
Agreement) that would give rise to a valid claim against the Company or any of its subsidiaries or the Underwriters for a brokerage commission,
finder’s fee or like payment in connection with the offering and sale of the Offered Securities or any transaction contemplated
by this Agreement, the Registration Statement, the Time of Sale Prospectus or the Prospectus.
(mm) Forward-Looking
Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of
the Exchange Act) contained in either the Time of Sale Prospectus or the Prospectus has been made or reaffirmed without a reasonable basis
or has been disclosed other than in good faith.
(nn) No
Outstanding Loans or Other Extensions of Credit. The Company does not have any outstanding extension of credit, in the form of
a personal loan, to or for any director or executive officer (or equivalent thereof) of the Company except for such extensions of credit
as are expressly permitted by Section 13(k) of the Exchange Act.
(oo) Cybersecurity.
(i) To the Company’s Knowledge, (x) there has been no security breach or attack or other compromise of or relating to
any of the Company’s and its subsidiaries’ information technology and computer systems, networks, hardware, software, data
(including the data of their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of
them), equipment or technology (“IT Systems and Data”) and (y) the Company and its subsidiaries have not been
notified of, and have no knowledge of any event or condition that would reasonably be expected to result in any security breach, attack
or compromise to their IT Systems and Data, (ii) the Company and its subsidiaries have complied, and are presently in compliance
with, all applicable laws, statutes or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory
authority and all industry guidelines, standards, internal policies and contractual obligations relating to the privacy and security of
IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification
and (iii) the Company and its subsidiaries have implemented backup and disaster recovery technology consistent with industry standards
and practice.
(pp) Compliance
with Data Privacy Laws. The Company and its subsidiaries are, and at all prior times were, in material compliance with all applicable
data privacy and security laws and regulations, including, in each case, to the extent applicable, the Health Insurance Portability and
Accountability Act (“HIPAA”), as amended by the Health Information Technology for Economic and Clinical Health Act
(the “HITECH Act”) (42 U.S.C. Section 17921 et seq.), and the European Union General Data Protection Regulation
(“GDPR”) (EU 2016/679) (collectively, “Privacy Laws”). The Company and its subsidiaries have in
place, comply with, and take appropriate steps reasonably designed to ensure compliance in all material respects with their policies and
procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis of Personal Data
(the “Policies”). The Company provides accurate notice of its Policies to those data subjects whose Personal Data is
subject to the Policies. The Policies provide accurate and sufficient notice of the Company’s then-current privacy practices relating
to its subject matter and such Policies do not contain any material omissions of the Company’s then-current privacy practices. “Personal
Data” means (i) a natural persons’ name, street address, telephone number, email address, photograph, social security
number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying
information” under the Federal Trade Commission Act, as amended; (iii) Protected Health Information as defined by HIPAA; (iv) “personal
data” as defined by GDPR; and (v) any other piece of information that allows the identification of such natural person, or
his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation.
To the Company’s Knowledge, none of such disclosures made or contained in any of the Policies have been inaccurate, misleading,
deceptive or in violation of any Privacy Laws or Policies in any material respect. To the Company’s Knowledge, the execution, delivery
and performance of this Agreement or any other agreement referred to in this Agreement will not result in a breach of any Privacy Laws
or Policies. Neither the Company nor any of its subsidiaries, (i) has received notice of any actual or potential liability under
or relating to, or actual or potential violation of, any of the Privacy Laws, and has no Knowledge of any event or condition that would
reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any investigation,
remediation or other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposed
any obligation or liability under any Privacy Law.
(qq) Clinical
Data and Regulatory Compliance. The studies, tests and preclinical or clinical trials conducted by or on behalf of the
Company that are described in the Time of Sale Prospectus and the Prospectus (the “Company Studies and Trials”) were
and, if still pending, are being, conducted in all material respects in accordance with experimental protocols, procedures and controls,
including all applicable laws and regulations; the descriptions of the results of the Company Studies and Trials contained in the Time
of Sale Prospectus and Prospectus are accurate in all material respects; the Company has no Knowledge of any other studies or trials not
described in the Time of Sale Prospectus and the Prospectus, the results of which are inconsistent with or call in question the results
described or referred to in the Time of Sale Prospectus and the Prospectus; and the Company has not received any written notices from
or had any other correspondence with the FDA or any foreign, state or local governmental body exercising comparable authority requiring
the termination, suspension or material modification of any Company Studies or Trials for which termination, suspension or material modification
would reasonably be expected to have a Material Adverse Change and, to the Company’s Knowledge, there are no reasonable grounds
for the same. In using or disclosing patient information received by the Company, if any, in connection with the Company Studies and Trials,
the Company has complied in all material respects with all applicable laws and regulatory rules or requirements, including, without
limitation, the Health Insurance Portability and Accountability Act of 1996 and the rules and regulations thereunder. To the Company’s
Knowledge, none of the Company Studies and Trials involved any investigator who has been disqualified as a clinical investigator or has
been found by the FDA or a comparable foreign regulatory authority to have engaged in scientific misconduct or violations of good clinical
practices. To the Company’s Knowledge, the manufacturing facilities and operations of its suppliers are operated in compliance in
all material respects with all applicable statutes, rules, and regulations of the FDA and comparable regulatory agencies outside of the
United States to which the Company is subject.
(rr) Compliance
with Health Care Laws. The Company and its subsidiaries are, and at all times during the past three (3) years have been,
in compliance with all Health Care Laws, except as would not cause a Material Adverse Change to the Company. For purposes of this Agreement,
“Health Care Laws” means: (i) the Federal Food, Drug, and Cosmetic Act (21 U.S.C. Section 301 et seq.), the Public
Health Service Act (42 U.S.C. Section 201 et seq.), and the regulations promulgated thereunder; (ii) all applicable federal,
state, local and foreign health care fraud and abuse laws, including, without limitation, the Anti-Kickback Statute (42 U.S.C. Section 1320a-7b(b)),
the Civil False Claims Act (31 U.S.C. Section 3729 et seq.), the criminal false statements law (42 U.S.C. Section 1320a-7b(a)),
18 U.S.C. Sections 286 and 287, the health care fraud criminal provisions under the U.S. Health Insurance Portability and Accountability
Act of 1996 (“HIPAA”) (42 U.S.C. Section 1320d et seq.), the civil monetary penalties law (42 U.S.C. Section 1320a-7a),
the exclusion law (42 U.S.C. Section 1320a-7), the Physician Payments Sunshine Act (42 U.S.C. Section 1320-7h), and applicable
laws governing government funded or sponsored healthcare programs; (iii) HIPAA, as amended by the Health Information Technology for
Economic and Clinical Health Act (42 U.S.C. Section 17921 et seq.);; and (iv) all other similar local, state, federal, national,
supranational and foreign laws, relating to the regulation of the Company or its subsidiaries, and (vii) the directives and regulations
promulgated pursuant to such statutes and any state or non-U.S. counterpart thereof. Neither the Company nor any of its subsidiaries has
received written notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from
any court or arbitrator or governmental or regulatory authority or third party alleging that any product operation or activity is in violation
of any Health Care Laws nor, to the Company’s Knowledge, is any such claim, action, suit, proceeding, hearing, enforcement, investigation,
arbitration or other action threatened. During the past three (3) years, the Company and its subsidiaries have filed, maintained
or submitted all material reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments
as required by any Health Care Laws, and all such reports, documents, forms, notices, applications, records, claims, submissions and supplements
or amendments were complete and accurate on the date filed in all material respects (or were corrected or supplemented by a subsequent
submission). Neither the Company nor any of its subsidiaries is a party to any corporate integrity agreements, monitoring agreements,
consent decrees, settlement orders, or similar agreements with or imposed by any governmental or regulatory authority. Additionally, during
the past three (3) years, neither the Company, any of its subsidiaries nor any of their respective employees, officers, directors,
or, to the Company’s knowledge, agents has been excluded, suspended or debarred from participation in any U.S. federal health care
program or human clinical research or, to the knowledge of the Company, is subject to a governmental inquiry, investigation, proceeding,
or other similar action that could reasonably be expected to result in debarment, suspension, or exclusion.
(tt) Dividend
Restrictions. Except as described in the Time of Sale Prospectus and the Prospectus, no subsidiary of the Company is currently
prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividends
to the Company, from making any other distribution on such subsidiary’s capital stock, from repaying to the Company any loans or
advances to such subsidiary from the Company or from transferring any of such subsidiary’s properties or assets to the Company or
any other subsidiary of the Company.
(uu) No
Consents Required. Except for the registration of the Offered Securities under the Securities Act and applicable state
securities laws, and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by FINRA
and the Nasdaq Global Select Market in connection with the purchase and distribution of the Offered Securities by the Underwriters and
the listing of the Shares and Warrant Shares on the Nasdaq Global Select Market, no consent, approval, authorization or order of, or filing,
qualification or registration (each an “Authorization”) with, any court, governmental or regulatory agency or body,
foreign or domestic, which has not been made, obtained or taken and is not in full force and effect, is required for the execution, delivery
and performance of this Agreement by the Company, the issuance and sale of the Offered Securities, the issuance of Warrant Shares upon
the exercise of the Pre-Funded Warrants or the consummation of the transactions contemplated hereby; and no event has occurred that allows
or results in, or after notice or lapse of time or both would allow or result in, revocation, suspension, termination or invalidation
of any such Authorization or any other impairment of the rights of the holder or maker of any such Authorization.
(vv) No
Labor Dispute. There is (A) no significant unfair labor practice complaint pending against the Company, or any of
its subsidiaries, nor to the Company’s Knowledge, threatened against it or any of its subsidiaries, before the National Labor Relations
Board, any state or local labor relation board or any foreign labor relations board, and no significant grievance or significant arbitration
proceeding arising out of or under any collective bargaining agreement is so pending against the Company or any of its subsidiaries, or,
to the Company’s Knowledge, threatened against it and (B) no labor disturbance by or dispute with, employees of the Company
or any of its subsidiaries exists or, to the Company’s Knowledge, is contemplated or threatened, and the Company is not aware of
any existing or imminent labor disturbance by the employees of any of its or its subsidiaries’ principal suppliers, manufacturers,
customers or contractors, that could reasonably be expected, singularly or in the aggregate, to have a Material Adverse Change. The Company
is not aware that any key employee or significant group of employees of the Company or any subsidiary plans to terminate employment with
the Company or any such subsidiary.
(ww) Minute
Books. The minute books of the Company and each of its subsidiaries have been made available to the Underwriters and counsel
for the Underwriters, and such books (i) contain a complete summary of all meetings and actions of the board of directors (including
each board committee) and stockholders of the Company (or analogous governing bodies and interest holders, as applicable), and each of
its subsidiaries since the time of its respective incorporation or organization through the date of the latest meeting and action, and
(ii) accurately in all material respects reflect all transactions referred to in such minutes.
(xx) Margin
Rules. The application of the proceeds received by the Company from the issuance, sale and delivery of the Offered Securities
as described in the Time of Sale Prospectus and the Prospectus will not violate Regulation T, U or X of the Board of Governors of the
Federal Reserve system or any other regulation of such Board of Governors.
(yy) PFIC.
The Company is not a Passive Foreign Investment Company (“PFIC”) within the meaning of Section 1296 of the United
States Internal Revenue Code of 1966, and the Company is not likely to become a PFIC.
(zz) Certification
Regarding Beneficial Owners. The Company has delivered to the Representatives a properly completed and executed Certification
Regarding Beneficial Owners of Legal Entity Customers, and, if required, copies of identifying documentation.
(aaa) No
Acquisitions or Dispositions. Except as are described in the Registration Statement, the Time of Sale Prospectus and the
Prospectus, there are no contracts, letters of intent, term sheets, agreement, arrangements or understandings with respect to the direct
or indirect acquisition or disposition by the Company of material interests in real or personal property.
Any certificate signed by any officer of the Company
or any of its subsidiaries and delivered to any Underwriter or to counsel for the Underwriters in connection with the offering, or the
purchase and sale, of the Offered Securities shall be deemed a representation and warranty by the Company to each Underwriter as to the
matters covered thereby.
The Company has a reasonable basis for making each
of the representations set forth in this Section 1. The Company acknowledges that the Underwriters and, for purposes of the opinions
to be delivered pursuant to Section 6 hereof, counsel to the Company and counsel to the Underwriters, will rely upon the accuracy
and truthfulness of the foregoing representations and hereby consents to such reliance.
Section 2. Purchase,
Sale and Delivery of the Offered Securities.
(a) The
Firm Securities. Upon the terms herein set forth, the Company agrees to issue and sell to the several Underwriters the number
of Firm Shares and/or Pre-Funded Warrants set forth opposite the name of such Underwriter on Schedule A hereto at a price per Share
of $33.37 and a price per Pre-Funded Warrant of $33.3699. On the basis of the representations, warranties and agreements herein contained,
and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from
the Company the respective numbers of Firm Shares and Pre-Funded Warrants set forth opposite their names on Schedule A.
(b) The
First Closing Date. Delivery of certificates for the Firm Securities to be purchased by the Underwriters and payment therefor
shall be made at the offices of Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C., One Financial Center, Boston, Massachusetts
02111 (or such other place as may be agreed to by the Company and the Representatives) at 10:00 a.m. New York City time, on January 16,
2024, or such other time and date not later than 2:30 p.m. New York City time, on January 16, 2024 as the Representatives shall
designate by notice to the Company (the time and date of such closing are called the “First Closing Date”). The Company
hereby acknowledges that circumstances under which the Representatives may provide notice to postpone the First Closing Date as originally
scheduled include, but are not limited to, any determination by the Company or the Representatives to recirculate to the public copies
of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11 of this Agreement.
(c) The
Optional Shares; Option Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained,
and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to
purchase, severally and not jointly, up to an aggregate of 633,750 Optional Shares from the Company at the purchase price per share to
be paid by the Underwriters for the Firm Shares, less an amount per share equal to any dividend or distribution declared by the Company
and payable on the Firm Shares but not payable on Optional Shares. The option granted hereunder may be exercised at any time and from
time to time in whole or in part upon notice by the Representatives to the Company, which notice may be given at any time within 30 days
from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Shares as to which the Underwriters
are exercising the option and (ii) the time, date and place at which certificates for the Optional Shares will be delivered (which
time and date may be simultaneous with, but not earlier than, the First Closing Date; and in the event that such time and date are simultaneous
with the First Closing Date, the term “First Closing Date” shall refer to the time and date of delivery of certificates
for the Firm Securities and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called
an “Option Closing Date,” and shall be determined by the Representatives and shall not be earlier than two or later
than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees,
severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the
Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of
Firm Securities set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities.
(d) Public
Offering of the Offered Securities. The Representatives hereby advise the Company that the Underwriters intend to offer for sale
to the public, initially on the terms set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, their respective
portions of the Offered Securities as soon after this Agreement has been executed as the Representatives, in their sole judgment, have
determined is advisable and practicable.
(e) Payment
for the Offered Securities. (i) Payment for the Offered Securities shall be made at the First Closing Date (and, if applicable,
at each Option Closing Date) by wire transfer of immediately available funds to the order of the Company.
(ii) It
is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept
delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Optional Shares the Underwriters have
agreed to purchase. Each of Piper and Truist, individually and not as the Representatives of the Underwriters, may (but shall not be obligated
to) make payment for any Offered Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives
by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such
payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) Delivery
of the Offered Securities. The Company shall deliver, or cause to be delivered to the Representatives for the accounts of the
several Underwriters the Firm Shares at the First Closing Date, against release of a wire transfer of immediately available funds for
the amount of the purchase price therefor. The Pre-Funded Warrants shall be delivered to the purchasers of the Pre-Funded Warrants in
definitive form, registered in such names and in such denominations as the purchasers of the Pre-Funded Warrants shall request in writing
not later than the First Closing Date. The Pre-Funded Warrants will be made available for inspection by the Representatives on the business
day prior to the First Closing Date. The Company shall electronically deliver, to be followed up by prompt physical delivery, or cause
to be electronically delivered, to be followed up by prompt physical delivery, the Pre-Funded Warrants to the purchasers thereof, in accordance
with the Representatives’ instructions, on the First Closing Date. The Company shall also deliver, or cause to be delivered to the
Representatives for the accounts of the several Underwriters, certificates for the Optional Shares the Underwriters have agreed to purchase
at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately
available funds for the amount of the purchase price therefor. If Piper so elects, delivery of the Firm Shares and Optional Shares may
be made by credit to the accounts designated by Piper through The Depository Trust Company’s full fast transfer or DWAC programs.
If Piper so elects, the certificates for the Firm Shares and Optional Shares shall be registered in such names and denominations as it
shall have requested at least two full business days prior to the First Closing Date (or the applicable Option Closing Date, as the case
may be) and shall be made available for inspection on the business day preceding the First Closing Date (or the applicable Option Closing
Date, as the case may be) at a location in New York City as the Representatives may designate. Time shall be of the essence, and delivery
at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In the event that the
Firm Shares and Pre-Funded Warrants (and Optional Shares, if elected by the Representatives) are not delivered to the Representatives
by 2:30 p.m., New York City time, on the First Closing Date (and the Option Closing Date, if elected by Piper), the Company will return
(or will instruct its custodian to return) payment of the full purchase price to the Representatives’ agent, Pershing LLC, via same
day funds by 4:30 p.m., New York City time. The Company shall remain liable to Pershing LLC for the full amount of the purchase price
and any costs associated with recovering the purchase price until the full amount has been received by Pershing LLC.
Section 3. Additional
Covenants.
(a) Delivery
of Registration Statement, Time of Sale Prospectus and Prospectus. The Company shall furnish to you in New York City, without
charge, prior to 10:00 a.m. New York City time on the business day next succeeding the date of this Agreement and during the period
when a prospectus relating to the Offered Securities is required by the Securities Act to be delivered (whether physically or through
compliance with Rule 172 under the Securities Act or any similar rule) in connection with sales of the Offered Securities, as many
copies of the Time of Sale Prospectus, the Prospectus and any supplements and amendments thereto or to the Registration Statement as you
may reasonably request.
(b) Representatives’
Review of Proposed Amendments and Supplements. During the period when a prospectus relating to the Offered Securities is required
by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar
rule), the Company (i) will furnish to the Representatives for review, a reasonable period of time prior to the proposed time of
filing of any proposed amendment or supplement to the Registration Statement, a copy of each such amendment or supplement and (ii) will
not amend or supplement the Registration Statement without the Representatives’ prior written consent. Prior to amending or supplementing
any preliminary prospectus, the Time of Sale Prospectus or the Prospectus, the Company shall furnish to the Representatives for review,
a reasonable amount of time prior to the time of filing or use of the proposed amendment or supplement, a copy of each such proposed amendment
or supplement. The Company shall not file or use any such proposed amendment or supplement without the Representatives’ prior written
consent. The Company shall file with the Commission within the applicable period specified in Rule 424(b) under the Securities
Act any prospectus required to be filed pursuant to such Rule.
(c) Free
Writing Prospectuses. The Company shall furnish to the Representatives for review, a reasonable amount of time prior to the proposed
time of filing or use thereof, a copy of each proposed free writing prospectus or any amendment or supplement thereto prepared by or on
behalf of, used by, or referred to by the Company, and the Company shall not file, use or refer to any proposed free writing prospectus
or any amendment or supplement thereto without the Representatives’ prior written consent. The Company shall furnish to each Underwriter,
without charge, as many copies of any free writing prospectus prepared by or on behalf of, used by or referred to by the Company as such
Underwriter may reasonably request. If at any time when a prospectus is required by the Securities Act to be delivered (whether physically
or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with sales of the Offered Securities
(but in any event if at any time through and including the First Closing Date) there occurred or occurs an event or development as a result
of which any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company conflicted or would conflict
with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted
or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing
at such time, not misleading, the Company shall promptly amend or supplement such free writing prospectus to eliminate or correct such
conflict so that the statements in such free writing prospectus as so amended or supplemented will not include an untrue statement of
a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
prevailing at such time, not misleading, as the case may be; provided, however, that prior to amending or supplementing any such
free writing prospectus, the Company shall furnish to the Representatives for review, a reasonable amount of time prior to the proposed
time of filing or use thereof, a copy of such proposed amended or supplemented free writing prospectus, and the Company shall not file,
use or refer to any such amended or supplemented free writing prospectus without the Representatives’ prior written consent.
(d) Filing
of Underwriter Free Writing Prospectuses. The Company shall not take any action that would result in an Underwriter or the Company
being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared
by or on behalf of such Underwriter that such Underwriter otherwise would not have been required to file thereunder.
(e) Amendments
and Supplements to Time of Sale Prospectus. If the Time of Sale Prospectus is being used to solicit offers to buy the Offered
Securities at a time when the Prospectus is not yet available to prospective purchasers, and any event shall occur or condition exist
as a result of which it is necessary to amend or supplement the Time of Sale Prospectus so that the Time of Sale Prospectus does not include
an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light
of the circumstances when delivered to a prospective purchaser, not misleading, or if any event shall occur or condition exist as a result
of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement, or if, in the opinion of
counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, the Company
shall (subject to Section 3(b) and Section 3(c) hereof) promptly prepare, file with the Commission and furnish, at
its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so
that the statements in the Time of Sale Prospectus as so amended or supplemented will not include an untrue statement of a material fact
or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when delivered to
a prospective purchaser, not misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with
the information contained in the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply
with applicable law.
(f) Certain
Notifications and Required Actions. After the date of this Agreement, the Company shall promptly advise the Representatives in
writing of: (i) the receipt of any comments of, or requests for additional or supplemental information from, the Commission; (ii) the
time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary
prospectus, the Time of Sale Prospectus, any free writing prospectus or the Prospectus; (iii) the time and date that any post-effective
amendment to the Registration Statement becomes effective; and (iv) the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or any post-effective amendment thereto or any amendment or supplement to any preliminary
prospectus, the Time of Sale Prospectus or the Prospectus or of any order preventing or suspending the use of any preliminary prospectus,
the Time of Sale Prospectus, any free writing prospectus or the Prospectus, or of any proceedings to remove, suspend or terminate from
listing or quotation the Shares or Warrant Shares from any securities exchange upon which they are listed for trading or included or designated
for quotation, or of the threatening or initiation of any proceedings for any of such purposes. If the Commission shall enter any such
stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment. Additionally,
the Company agrees that it shall comply with all applicable provisions of Rule 424(b), Rule 433 and Rule 430B under the
Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under Rule 424(b) or Rule 433
were received in a timely manner by the Commission.
(g) Amendments
and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of
which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus
is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser,
not misleading, or if in the opinion of the Representatives or counsel for the Underwriters it is otherwise necessary to amend or supplement
the Prospectus to comply with applicable law, the Company agrees (subject to Section 3 (b) and Section 3(c)) hereof to
promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments
or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement
of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar
rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law. Neither the
Representatives’ consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s
obligations under Section 3(b) or Section 3(c) of this Agreement.
(h) Blue
Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the
Offered Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions
designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in
effect so long as required for the distribution of the Offered Securities. The Company shall not be required to qualify as a foreign corporation
or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified.
The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption
relating to) the Offered Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for
any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company
shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.
(i) Use
of Proceeds. The Company shall apply the net proceeds from the sale of the Offered Securities sold by it in the manner described
under the caption “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus and the Prospectus.
(j) Transfer
Agent. The Company shall engage and maintain, at its expense, a registrar and transfer agent for the Shares and Warrant Shares.
(k) Earnings
Statement. The Company will make generally available to its security holders and to the Representatives as soon as practicable
an earnings statement (which need not be audited) covering a period of at least twelve months beginning with the first fiscal quarter
of the Company commencing after the date of this Agreement that will satisfy the provisions of Section 11(a) of the Securities
Act and the rules and regulations of the Commission thereunder.
(l) Continued
Compliance with Securities Laws. The Company will comply with the Securities Act and the Exchange Act so as to permit the completion
of the distribution of the Offered Securities as contemplated by this Agreement, the Registration Statement, the Time of Sale Prospectus
and the Prospectus. Without limiting the generality of the foregoing, the Company will, during the period when a prospectus relating to
the Offered Securities is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172
under the Securities Act or any similar rule), file on a timely basis with the Commission and Nasdaq all reports and documents required
to be filed under the Exchange Act.
(m) Listing.
The Company will use its best efforts to list, subject to notice of issuance, the Shares and Warrant Shares on Nasdaq.
(n) Company
to Provide Copy of the Prospectus in Form That May be Downloaded from the Internet. If requested by the Representatives,
the Company shall cause to be prepared and delivered, at its expense, within one business day from the effective date of this Agreement,
to the Representatives an “electronic Prospectus” to be used by the Underwriters in connection with the offering and
sale of the Offered Securities. As used herein, the term “electronic Prospectus” means a form of Prospectus, and any
amendment or supplement thereto, that meets each of the following conditions: (i) it shall be encoded in an electronic format, satisfactory
to the Representatives, that may be transmitted electronically by the Representatives and the other Underwriters to offerees and purchasers
of the Offered Securities; (ii) it shall disclose the same information as the paper Prospectus, except to the extent that graphic
and image material cannot be disseminated electronically, in which case such graphic and image material shall be replaced in the electronic
Prospectus with a fair and accurate narrative description or tabular representation of such material, as appropriate; and (iii) it
shall be in or convertible into a paper format or an electronic format, satisfactory to Piper, that will allow investors to store and
have continuously ready access to the Prospectus at any future time, without charge to investors (other than any fee charged for subscription
to the Internet as a whole and for on-line time). The Company hereby confirms that it has included or will include in the Prospectus filed
pursuant to EDGAR or otherwise with the Commission and in the Registration Statement at the time it was declared effective an undertaking
that, upon receipt of a request by an investor or his or her representative, the Company shall transmit or cause to be transmitted promptly,
without charge, a paper copy of the Prospectus.
(o) Agreement
Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and
including the 60th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as
the “Lock-up Period”), the Company will not, without the prior written consent of Piper (which consent may be withheld
in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities
(as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in
Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under
the Exchange Act) of any Shares or Related Securities; (iii) pledge, lend, hypothecate or grant any security interest in any Shares
or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap,
hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related
Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering
of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares
or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities); (viii) effect a reverse
stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ix) publicly
announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated
hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock
bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but
only if the holders of such Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer
any such Shares or options during such Lock-up Period without the prior written consent of Piper (which consent may be withheld in its
sole discretion), (C) file any registration statement on Form S-8 or a successor form thereto with respect to the registration
of securities to be offered under any employee benefit or equity incentive plan referred to in the Registration Statement, the Time of
Sale Prospectus or the Prospectus, and (D) issue shares of common stock or other securities issued in connection with a transaction
that includes a commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or
intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion
of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not
exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the
Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities
issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially
in the form of Exhibit B. For purposes of the foregoing, “Related Securities” shall mean any options or
warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire
other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
(p) Future
Reports to the Representatives. During the period of five years hereafter, the Company will furnish to the Representatives, c/o
Piper, at 1251 Avenue of the Americas, Floor 7, New York, New York 10020, Attention: Equity Capital Markets and c/o Truist Securities, Inc.
3333 Peachtree Road NE, 11th Floor, Atlanta, GA 30326, Attention: Equity Capital Markets: (i) as soon as practicable after the end
of each fiscal year, copies of the Annual Report of the Company containing the balance sheet of the Company as of the close of such fiscal
year and statements of income, stockholders’ equity and cash flows for the year then ended and the opinion thereon of the Company’s
independent public or certified public accountants; (ii) as soon as practicable after the filing thereof, copies of each proxy statement,
Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other report filed by the Company
with the Commission, FINRA or any securities exchange; and (iii) as soon as available, copies of any report or communication of the
Company furnished or made available generally to holders of its capital stock; provided, however, that the requirements of this
Section 3(p) shall be satisfied to the extent that such reports, statement, communications, financial statements or other documents
are available on EDGAR.
(q) Investment
Limitation. The Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Offered Securities
in such a manner as would require the Company or any of its subsidiaries to register as an investment company under the Investment Company
Act.
(r) No
Stabilization or Manipulation; Compliance with Regulation M. The Company will not take, and will ensure that no affiliate of the
Company will take, directly or indirectly, any action designed to or that might cause or result in stabilization or manipulation of the
price of the Offered Securities or any reference security with respect to the Offered Securities, whether to facilitate the sale or resale
of the Offered Securities or otherwise, and the Company will, and shall cause each of its affiliates to, comply with all applicable provisions
of Regulation M.
(s) Enforce
Lock-Up Agreements. During the Lock-up Period, the Company will enforce all agreements between the Company and any of its securityholders
that restrict or prohibit, expressly or in operation, the offer, sale or transfer of Offered Securities or Related Securities or any of
the other actions restricted or prohibited under the terms of the form of Lock-up Agreement. In addition, the Company will direct the
transfer agent to place stop transfer restrictions upon any such securities of the Company that are bound by such “lock-up”
agreements for the duration of the periods contemplated in such agreements, including, without limitation, “lock-up” agreements
entered into by the Company’s officers and directors pursuant to Section 6(j) hereof.
(t) Company
to Provide Interim Financial Statements. Prior to the First Closing Date and each applicable Option Closing Date, the Company
will furnish the Underwriters, as soon as they have been prepared by or are available to the Company, a copy of any unaudited interim
financial statements of the Company for any period subsequent to the period covered by the most recent financial statements appearing
in the Registration Statement and the Prospectus.
(u) Announcement
Regarding Lock-ups. The Company agrees to announce the Underwriters’ intention to release any director or “officer”
(within the meaning of Rule 16a-1(f) under the Exchange Act) of the Company from any of the restrictions imposed by any Lock-Up
Agreement, by issuing, through a major news service, a press release in form and substance satisfactory to Piper or, if consented to by
Piper, in a registration statement that is publicly filed in connection with a secondary offering of the Company’s shares promptly
following the Company’s receipt of any notification from Piper in which such intention is indicated, but in any case not later than
the close of the third business day prior to the date on which such release or waiver is to become effective; provided, however, that
nothing shall prevent Piper, on behalf of the Underwriters, from announcing the same through a major news service, irrespective of whether
the Company has made the required announcement; and provided, further, that no such announcement shall be made of any release
or waiver granted solely to permit a transfer of securities that is not for consideration and where the transferee has agreed in writing
to be bound by the terms of a Lock-Up Agreement in the form set forth as Exhibit B hereto.
(v) Registration
Statement of Warrant Shares. The Company shall, at all times while any Pre-Funded Warrants are outstanding, use its commercially
reasonable best efforts to maintain a registration statement covering the issue and sale of the Warrant Shares upon exercise of the Pre-Funded
Warrants such that the Warrant Shares, when issued, will not be subject to resale restrictions under the Securities Act except to the
extent that the Warrant Shares are owned by affiliates.
(w) Reservation
of Warrant Shares. The Company shall, at all times while any Pre-Funded Warrants are outstanding, reserve and keep available out
of the aggregate of its authorized but unissued and otherwise unreserved shares of Common Stock, solely for the purpose of enabling it
to issue Warrant Shares upon exercise of such Pre-Funded Warrants, the number of Warrant Shares that are initially issuable and deliverable
upon the exercise of the then-outstanding Pre-Funded Warrants.
The Representatives, on behalf
of the several Underwriters, may, in their sole discretion, waive in writing the performance by the Company of any one or more of the
foregoing covenants or extend the time for their performance.
Section 4. Payment
of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations
hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to
the issuance and delivery of the Offered Securities (including all printing and engraving costs), (ii) all fees and expenses of the
registrar and transfer agent of the Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance
and sale of the Offered Securities to the Underwriters, (iv) all fees and expenses of the Company’s counsel, independent public
or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing,
filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates
of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred
to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing
fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or
obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the
state securities or blue sky laws, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or
memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations
and exemptions, (vii) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with
the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered
Securities, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (in an amount not
to exceed $15,000 with respect to this clause (vii)), (viii) the reasonable fees and disbursements of the Underwriters’ counsel
in an amount not to exceed $150,000 (ix) the costs and expenses of the Company relating to investor presentations on any “road
show”, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses
associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road
show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers
of the Company and any such consultants, and up to 50% of the cost of any aircraft chartered in connection with the road show, (x) the
fees and expenses associated with listing the Offered Securities on Nasdaq, and (xi) all other fees, costs and expenses of the nature
referred to in Item 14 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7,
Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and
disbursements of their counsel.
Section 5. Covenant
of the Underwriters. Each Underwriter severally and not jointly covenants with the Company not to take any action that would result
in the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus
prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, be required to be filed by the Company under
Rule 433(d).
Section 6. Conditions
of the Obligations of the Underwriters. The respective obligations of the several Underwriters hereunder to purchase and pay for the
Offered Securities as provided herein on the First Closing Date and, with respect to the Optional Shares, each Option Closing Date, shall
be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof
as of the date hereof and as of the First Closing Date as though then made and, with respect to the Optional Shares, as of each Option
Closing Date as though then made, to the timely performance by the Company of its covenants and other obligations hereunder, and to each
of the following additional conditions:
(a) Comfort
Letter. On the date hereof, the Representatives shall have received from Ernst & Young LLP, independent registered public
accountants for the Company, a letter dated the date hereof addressed to the Underwriters, in form and substance satisfactory to the Representatives,
containing statements and information of the type ordinarily included in accountant’s “comfort letters” to underwriters,
delivered according to Statement of Auditing Standards No. 72 (or any successor bulletin), with respect to the audited and unaudited
financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus, and each
free writing prospectus, if any.
(b) Compliance
with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after the date of this Agreement
and through and including the First Closing Date and, with respect to any Optional Shares purchased after the First Closing Date, each
Option Closing Date:
(i) The
Company shall have filed the Prospectus with the Commission (including the information previously omitted from the Registration Statement
pursuant to Rule 430B under the Securities Act) in the manner and within the time period required by Rule 424(b) under
the Securities Act.
(ii) No
stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall
be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission.
(iii) If
a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and
arrangements.
(c) No
Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and through and including
the First Closing Date and, with respect to any Optional Shares purchased after the First Closing Date, each Option Closing Date:
(i) in
the judgment of the Representatives there shall not have occurred any Material Adverse Change; and
(ii) there
shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review
for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company
or any of its subsidiaries by any “nationally recognized statistical rating organization” as that term is used in Rule 15c3-1(c)(2)(vi)(F) under
the Exchange Act.
(d) Opinion
of Counsel for the Company. On each of the First Closing Date and each Option Closing Date the Representatives shall have received
the opinion and negative assurance letter of Latham & Watkins LLP, counsel for the Company, dated as of such date, in the form
as the Representatives shall reasonably request.
(e) Opinion
of IP Counsel for the Company. On each of the First Closing Date and each Option Closing Date, the Representatives shall have
received the opinions of each of McCarter & English, LLP and MH2 Technology Law Group LLP, counsel for the Company with respect
to intellectual property, dated as of such date, in the form as the Representatives shall reasonably request.
(f) Opinion
of Counsel for the Underwriters. On each of the First Closing Date and each Option Closing Date the Representatives shall have
received the opinion and negative assurance letter of Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C., counsel for the Underwriters
in connection with the offer and sale of the Offered Securities, in form and substance satisfactory to the Underwriters, dated as of such
date.
(g) Officers’
Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate
executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date,
to the effect set forth in Section 6(b)(ii) hereof and further to the effect that:
(i) for
the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse
Change;
(ii) the
representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same
force and effect as though expressly made on and as of such date; and
(iii) the
Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder
at or prior to such date.
(h) Bring-down
Comfort Letter. On each of the First Closing Date and each Option Closing Date the Representatives shall have received from Ernst &
Young LLP, independent registered public accountants for the Company, a letter dated such date, in form and substance satisfactory to
the Representatives, which letter shall: (i) reaffirm the statements made in the letter furnished by them pursuant to Section 6(a) of
this Agreement, except that the specified date referred to therein for the carrying out of procedures shall be no more than three business
days prior to the First Closing Date or the applicable Option Closing Date, as the case may be; and (ii) cover certain financial
information contained in the Prospectus.
(i) Chief
Financial Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall
have received a certificate of the Chief Financial Officer of the Company, dated such date, certifying as to the accuracy of certain financial
information included in the Registration Statement, the Time of Sale Prospectus, and each free writing prospectus, if any, in form and
substance satisfactory to the Underwriter.
(j) Lock-Up
Agreements. On or prior to the date hereof, the Company shall have furnished to the Representatives an agreement in the form of
Exhibit B hereto from each of the persons listed on Exhibit C hereto, and each such agreement shall be in full
force and effect on each of the First Closing Date and each Option Closing Date.
(k) Pre-Funded
Warrants. On or prior to the date hereof, the Company shall have furnished to the Representatives electronic copies of the Pre-Funded
Warrants executed by the Company.
(l) Rule 462(b) Registration
Statement. In the event that a Rule 462(b) Registration Statement is filed in connection with the offering contemplated
by this Agreement, such Rule 462(b) Registration Statement shall have been filed with the Commission on the date of this Agreement
and shall have become effective automatically upon such filing.
(m) Additional
Documents. On or before each of the First Closing Date and each Option Closing Date, the Representatives and counsel for the Underwriters
shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass
upon the issuance and sale of the Offered Securities as contemplated herein, or in order to evidence the accuracy of any of the representations
and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company
in connection with the issuance and sale of the Offered Securities as contemplated herein and in connection with the other transactions
contemplated by this Agreement shall be satisfactory in form and substance to the Representatives and counsel for the Underwriters.
If any condition specified in this Section 6
is not satisfied when and as required to be satisfied (unless waived by the Representatives), this Agreement may be terminated by the
Representatives by notice from Piper to the Company at any time on or prior to the First Closing Date and, with respect to the Optional
Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any
party to any other party, except that Section 4, Section 7, Section 9 and Section 10 of this Agreement
shall at all times be effective and shall survive such termination.
Section 7. Reimbursement
of Underwriters’ Expenses. If this Agreement is terminated by the Representatives pursuant to Section 6, Section 11
or Section 12 of this Agreement, or if the sale to the Underwriters of the Offered Securities on the First Closing Date
is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply
with any provision hereof, the Company agrees to reimburse the Representatives and the other Underwriters (or such Underwriters as have
terminated this Agreement with respect to themselves), severally, upon demand for all out-of-pocket expenses that shall have been reasonably
incurred by the Representatives and the Underwriters in connection with the proposed purchase and the offering and sale of the Offered
Securities, including, but not limited to, fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and
telephone charges.
Section 8. Effectiveness
of this Agreement. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.
Section 9. Indemnification.
(a) Indemnification
of the Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers,
employees and agents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act or the Exchange Act
against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such affiliate, director, officer, employee,
agent or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation,
or the laws or regulations of foreign jurisdictions where Offered Securities have been offered or sold or at common law or otherwise (including
in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim,
damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue
statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission
or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading;
or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale
Prospectus, any free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of
the Securities Act, any Marketing Material or the Prospectus (or any amendment or supplement to the foregoing), or the omission or alleged
omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they
were made, not misleading; or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection
with, or relating in any manner to, the Offered Securities or the offering contemplated hereby, and which is included as part of or referred
to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above;
and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent and controlling person for any and all expenses
(including the fees and disbursements of counsel) as such expenses are incurred by such Underwriter or such affiliate, director, officer,
employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim,
damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim,
damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue
statement or omission or alleged omission made in reliance upon and in conformity with information relating to any Underwriter furnished
to the Company by the Representatives in writing expressly for use in the Registration Statement, any preliminary prospectus, the Time
of Sale Prospectus, any such free writing prospectus, any Marketing Material or the Prospectus (or any amendment or supplement thereto),
it being understood and agreed that the only such information consists of the information described in Section 9(b) below.
The indemnity agreement set forth in this Section 9(a) shall be in addition to any liabilities that the Company may otherwise
have.
(b) Indemnification
of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless
the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the
Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred,
to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act,
or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such
settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions
in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of
a material fact contained in the Registration Statement, or any amendment thereto, or any omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement
or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus,
that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433 of the Securities Act or the Prospectus
(or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make
the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement,
such preliminary prospectus, the Time of Sale Prospectus, such free writing prospectus or the Prospectus (or any such amendment or supplement),
in reliance upon and in conformity with information relating to such Underwriter furnished to the Company by the Representatives in writing
expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses
(including the fees and disbursements of counsel) as such expenses are incurred by the Company, or any such director, officer or controlling
person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense
or action. The Company hereby acknowledges that the only information that the Representatives have furnished to the Company expressly
for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company
has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement
to the foregoing) are the statements set forth in paragraphs under the heading “Price Stabilization, Short Positions and Penalty
Bids” under the caption “Underwriting” in the Preliminary Prospectus Supplement and the Final Prospectus Supplement.
The indemnity agreement set forth in this Section 9(b) shall be in addition to any liabilities that each Underwriter may
otherwise have.
(c) Notifications
and Other Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 9 of notice
of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party
under this Section 9, notify the indemnifying party in writing of the commencement thereof, but the omission to so notify the
indemnifying party will not relieve the indemnifying party from any liability which it may have to any indemnified party to the extent
the indemnifying party is not materially prejudiced as a proximate result of such failure and shall not in any event relieve the indemnifying
party from any liability that it may have otherwise than on account of this indemnity agreement. In case any such action is brought against
any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party
will be entitled to participate in, and, to the extent that it shall elect, jointly with all other indemnifying parties similarly notified,
by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume
the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in
any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded
that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such
action or that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to
those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume
such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt
of notice from the indemnifying party to such indemnified party of such indemnifying party’s election to so assume the defense of
such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under
this Section 9 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense
thereof unless (i) the indemnified party shall have employed separate counsel in accordance with the proviso to the preceding sentence
(it being understood, however, that the indemnifying party shall not be liable for the fees and expenses of more than one separate counsel
(together with local counsel), representing the indemnified parties who are parties to such action), which counsel (together with any
local counsel) for the indemnified parties shall be selected by Piper (in the case of counsel for the indemnified parties referred to
in Section 9(a) above) or by the Company (in the case of counsel for the indemnified parties referred to in Section 9(b) above))
or (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified
party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized in writing
the employment of counsel for the indemnified party at the expense of the indemnifying party, in each of which cases the fees and expenses
of counsel shall be at the expense of the indemnifying party and shall be paid as they are incurred.
(d) Settlements.
The indemnifying party under this Section 9 shall not be liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify
the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding
the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party
for fees and expenses of counsel as contemplated by Section 9(c) hereof, the indemnifying party shall be liable for any
settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after
receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified
party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent
of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit
or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder
by such indemnified party, unless such settlement, compromise or consent includes an unconditional release of such indemnified party from
all liability on claims that are the subject matter of such action, suit or proceeding and does not include an admission of fault or culpability
or a failure to act by or on behalf of such indemnified party.
Section 10. Contribution.
If the indemnification provided for in Section 9 of this Agreement is for any reason held to be unavailable to or otherwise
insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses referred to therein,
then each indemnifying party shall contribute to the aggregate amount paid or payable by such indemnified party, as incurred, as a result
of any losses, claims, damages, liabilities or expenses referred to therein (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company, on the one hand, and the Underwriters, on the other hand, from the offering of the Offered
Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) above is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also
the relative fault of the Company, on the one hand, and the Underwriters, on the other hand, in connection with the statements or omissions
which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative
benefits received by the Company, on the one hand, and the Underwriters, on the other hand, in connection with the offering of the Offered
Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total proceeds from the offering
of the Offered Securities pursuant to this Agreement (before deducting expenses) received by the Company, and the total underwriting discounts
and commissions received by the Underwriters, in each case as set forth on the front cover page of the Prospectus, bear to the aggregate
initial public offering price of the Offered Securities as set forth on such cover. The relative fault of the Company, on the one hand,
and the Underwriters, on the other hand, shall be determined by reference to, among other things, whether any such untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company,
on the one hand, or the Underwriters, on the other hand, and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.
The amount paid or payable by a party as a result
of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set
forth in Section 9(c) of this Agreement, any legal or other fees or expenses reasonably incurred by such party in connection
with investigating or defending any action or claim. The provisions set forth in Section 9(c) of this Agreement with respect
to notice of commencement of any action shall apply if a claim for contribution is to be made under this Section 10; provided,
however, that no additional notice shall be required with respect to any action for which notice has been given under Section 9(c) of
this Agreement for purposes of indemnification.
The Company and the Underwriters agree that it
would not be just and equitable if contribution pursuant to this Section 10 were determined by pro rata allocation (even if
the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in this Section 10.
Notwithstanding
the provisions of this Section 10, no Underwriter shall be required to contribute any amount in excess of the underwriting discounts
and commissions received by such Underwriter in connection with the Offered Securities underwritten by it and distributed to the public.
No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute
pursuant to this Section 10 are several, and not joint, in proportion to their respective underwriting commitments as set forth
opposite their respective names on Schedule A. For purposes of this Section 10, each affiliate, director, officer,
employee and agent of an Underwriter and each person, if any, who controls an Underwriter within the meaning of the Securities Act or
the Exchange Act shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the
Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of the Securities
Act and the Exchange Act shall have the same rights to contribution as the Company.
Section 11. Default
of One or More of the Several Underwriters. If, on the First Closing Date or any Option Closing Date any one or more of the
several Underwriters shall fail or refuse to purchase Offered Securities that it or they have agreed to purchase hereunder on such date,
and the aggregate number of Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase
does not exceed 10% of the aggregate number of the Offered Securities to be purchased on such date, the Representatives may make arrangements
satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no
such arrangements are made by such date, the other Underwriters shall be obligated, severally and not jointly, in the proportions that
the number of Firm Securities set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities
set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives
with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters
agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date any one or more of the
Underwriters shall fail or refuse to purchase Offered Securities and the aggregate number of Offered Securities with respect to which
such default occurs exceeds 10% of the aggregate number of Offered Securities to be purchased on such date, and arrangements satisfactory
to the Representatives and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this
Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4,
Section 7, Section 9 and Section 10 of this Agreement shall at all times be effective
and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First
Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required
changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected.
As used in this Agreement, the term “Underwriter”
shall be deemed to include any person substituted for a defaulting Underwriter under this Section 11. Any action taken under
this Section 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under
this Agreement.
Section 12. Termination
of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement
may be terminated by Piper and Truist by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s
securities shall have been suspended or limited by the Commission or by Nasdaq, or trading in securities generally on either Nasdaq or
the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock
exchanges; (ii) a general banking moratorium shall have been declared by any of federal, Massachusetts or New York authorities; (iii) there
shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the
United States or international financial markets, or any substantial change or development involving a prospective substantial change
in United States’ or international political, financial or economic conditions, as in the judgment of Piper and Truist is material
and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms described in the Time of Sale Prospectus
or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of Piper and Truist there shall have occurred
any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other
calamity of such character as in the judgment of Piper and Truist may interfere materially with the conduct of the business and operations
of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12
shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse
the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or
(b) any Underwriter to the Company; provided, however, that the provisions of Section 9 and Section 10
of this Agreement shall at all times be effective and shall survive such termination.
Section 13. No
Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (a) the purchase and sale of the Offered Securities
pursuant to this Agreement, including the determination of the public offering price of the Offered Securities and any related discounts
and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on
the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter
is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or its stockholders, creditors, employees
or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company
with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised
or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering
contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates
may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (e) the Underwriters
have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has
consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.
Section 14. Representations
and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties and other statements
of the Company, of its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force
and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of its or their partners, officers
or directors or any controlling person, as the case may be, and, anything herein to the contrary notwithstanding, will survive delivery
of and payment for the Offered Securities sold hereunder and any termination of this Agreement.
Section 15. Notices.
All communications hereunder shall be in writing and shall be mailed, hand delivered or telecopied and confirmed to the parties hereto
as follows:
| If to the Representatives: |
Piper Sandler & Co. |
| |
1251 Avenue of the Americas, Floor 7 |
| |
New York, New York 10020 |
| |
Facsimile: (612) 303-1070 |
| |
Attention: General Counsel |
| |
|
| |
Truist Securities, Inc. |
| |
3333 Peachtree Road NE, 11th Floor |
| |
Atlanta, GA 30326 |
| |
Attention: Equity Capital Markets |
| |
|
| with a copy to: |
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. |
| |
One Financial Center |
| |
Boston, MA 02111 |
| |
Attention: John T. Rudy |
| |
|
| If to the Company: |
Praxis Precision Medicines, Inc. |
| |
99 High Street, 30th Floor |
| |
Boston, MA 02110 |
| |
Attention: Chief Financial Officer |
| |
|
| with a copy to: |
Latham & Watkins LLP |
| |
200 Clarendon Street |
| |
Boston, MA 02116 |
| |
Attention: |
Peter N. Handrinos |
| |
|
Wesley C. Holmes |
| |
|
Jennifer Yoon |
Any party hereto may change the address for receipt of communications
by giving written notice to the others.
Section 16. Successors.
This Agreement will inure to the benefit of and be binding upon the parties hereto, including any substitute Underwriters pursuant to
Section 11 hereof, and to the benefit of the affiliates, directors, officers, employees, agents and controlling persons
referred to in Section 9 and Section 10 hereof, and in each case their respective successors, and no
other person will have any right or obligation hereunder. The term “successors” shall not include any purchaser of
the Offered Securities as such from any of the Underwriters merely by reason of such purchase.
Section 17. Partial
Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the
validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Agreement
is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor
changes) as are necessary to make it valid and enforceable.
Section 18. Recognition
of the U.S. Special Resolution Regimes.
(a) In
the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution
Regime (as defined below), the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement,
will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and
any such interest and obligation, were governed by the laws of the United States or a state of the United States.
(b) In
the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject
to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Agreement that may be exercised against
such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special
Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.
For purposes of this Agreement, (A) “BHC Act Affiliate”
has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k);
(B) “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined
in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in,
and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and
interpreted in accordance with, 12 C.F.R. § 382.2(b); (C) “Default Right” has the meaning assigned to that
term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (D) “U.S.
Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder
and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
Section 19. Governing
Law Provisions. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New
York applicable to agreements made and to be performed in such state. Any legal suit, action or proceeding arising out of or based upon
this Agreement or the transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts
of the United States of America located in the Borough of Manhattan in the City of New York or the courts of the State of New York in
each case located in the Borough of Manhattan in the City of New York (collectively, the “Specified Courts”), and each
party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment
of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such
suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above
shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and
unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably
and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in
any such court has been brought in an inconvenient forum.
Section 20. General
Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral
and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may
be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and
hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and
no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit.
The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this
Agreement.
Electronic signatures complying with the New York
Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law will
be deemed original signatures for purposes of this Agreement. Transmission by telecopy, electronic mail or other transmission method of
an executed counterpart of this Agreement will constitute due and sufficient delivery of such counterpart.
Each of the parties hereto acknowledges that it
is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including,
without limitation, the indemnification provisions of Section 9 and the contribution provisions of Section 10 hereof,
and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 9
and Section 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its
affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus,
the Time of Sale Prospectus, each free writing prospectus and the Prospectus (and any amendments and supplements to the foregoing), as
contemplated by the Securities Act and the Exchange Act.
If the foregoing is in accordance with your understanding
of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts
hereof, shall become a binding agreement in accordance with its terms.
| |
Very truly yours, |
| |
|
| |
PRAXIS PRECISION MEDICINES, INC. |
| |
|
| |
|
| |
By: |
/s/ Marcio Souza |
| |
|
Name: Marcio Souza |
| |
|
Title: CEO |
The foregoing Underwriting Agreement is hereby
confirmed and accepted by the Representatives in New York, New York as of the date first above written.
PIPER SANDLER & CO.
TRUIST SECURITIES, INC.
Acting individually and as Representatives
of the several Underwriters named in
the
attached Schedule A.
| PIPER SANDLER & CO. |
|
| |
|
| |
|
| By: |
/s/ Paul Scansaroli |
|
| |
Name: Paul Scansaroli |
|
| |
Title: Managing Director |
|
| |
|
| |
|
| TRUIST SECURITIES, INC. |
|
| |
|
| |
|
| By: |
/s/ Lorenzo Paoletti |
|
| |
Name: Lorenzo Paoletti |
|
| |
Title: Managing Director, Head of Biotech Investment
Banking |
|
Schedule A
| Underwriters | |
Number of Firm Shares to be
Purchased | | |
Number of Pre-Funded
Warrants to be Purchased | | |
Number of Option
Shares | |
| Piper Sandler & Co. | |
| 2,376,206 | | |
| 792,544 | | |
| 475,313 | |
| Truist Securities, Inc. | |
| 633,655 | | |
| 211,345 | | |
| 126,750 | |
| H.C. Wainwright & Co., LLC | |
| 158,414 | | |
| 52,836 | | |
| 31,687 | |
| Total | |
| 3,168,275 | | |
| 1,056,725 | | |
| 633,750 | |
Schedule B
Free Writing Prospectuses Included in the
Time of Sale Prospectus
None.
Exhibit A
Form of Pre-Funded Warrant
Praxis Precision Medicines, Inc.
Exhibit B
Form of Lock-Up Agreement
Praxis Precision Medicines, Inc.
Exhibit C
Directors and Officers
Signing Lock-up Agreement
Directors:
Dean Mitchell
Jeffrey Chodakewitz
Merit Cudkowicz
Jill DeSimone
Gregory Norden
William Young
Officers:
Marcio Souza
Timothy Kelly
Alex Nemiroff
Lauren Mastrocola
Exhibit 4.1
PRAXIS PRECISION MEDICINES, INC.
FORM OF PRE-FUNDED WARRANT TO PURCHASE
COMMON STOCK
Number of Shares: [ ] (subject to adjustment)
Warrant No. [ ]
Original Issue Date: January [ ], 2024
Praxis Precision Medicines, Inc., a Delaware corporation (the
“Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, [ ] or its registered assigns (the “Holder”), is entitled, subject to the terms
set forth below, to purchase from the Company up to a total of [ ] shares of common stock, $0.0001 par value per
share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares,
the “Warrant Shares”) at an exercise price per share equal to $0.0001 per share (as adjusted from time to time as provided
in Section 9 herein, the “Exercise Price”), upon surrender of this Warrant to Purchase Common Stock (including
any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”) at any time
and from time to time on or after the date hereof (the “Original Issue Date”), subject to the following terms and conditions:
1. Definitions. For purposes of this Warrant, the following
terms shall have the following meanings:
(a) “Affiliate” means
any Person directly or indirectly controlled by, controlling or under common control with, a Holder, but only for so long as such control
shall continue. For purposes of this definition, “control” (including, with correlative meanings, “controlled by”,
“controlling” and “under common control with”) means, with respect to a Person, possession, direct or indirect,
of (a) the power to direct or cause direction of the management and policies of such Person (whether through ownership of securities
or partnership or other ownership interests, by contract or otherwise), or (b) at least 50% of the voting securities (whether directly
or pursuant to any option, warrant or other similar arrangement) or other comparable equity interests.
(b) “Attribution Parties”
means, collectively, the following Persons and entities: (i) any direct or indirect Affiliates of the Holder, (ii) any Person
acting or who could be deemed to be acting as a Section 13(d) “group” together with the Holder or any Attribution
Parties and (iii) any other Persons whose beneficial ownership of the Company’s Common Stock would or could be aggregated with
the Holder’s and/or any other Attribution Parties for purposes of Section 13(d) or Section 16 of the Exchange Act.
For clarity, the purpose of the foregoing is to subject collectively the Holder and all other Attribution Parties to the Maximum Percentage.
(c) “Commission” means
the United States Securities and Exchange Commission.
(d) “Closing Sale Price”
means, for any security as of any date, the last trade price for such security on the Principal Trading Market for such security, as reported
by Bloomberg Financial Markets, or, if such Principal Trading Market begins to operate on an extended hours basis and does not designate
the last trade price, then the last trade price of such security prior to 4:00 P.M., New York City time, as reported by Bloomberg Financial
Markets, or if the foregoing do not apply, the last trade price of such security in the over-the-counter market on the electronic bulletin
board for such security as reported by Bloomberg Financial Markets. If the Closing Sale Price cannot be calculated for a security on a
particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as
mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such
security, then the Board of Directors of the Company shall use its good faith judgment to determine the fair market value. The Board of
Directors’ determination shall be binding upon all parties absent demonstrable error. All such determinations shall be appropriately
adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.
(e) “Exchange Act” means
the Securities Exchange Act of 1934, as amended.
(f) “Group” shall have
the meaning ascribed to it in Section 13(d) of the Exchange Act, and all related rules, regulations and jurisprudence.
(f) “Person” means an
individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other
entity and a government or any department or agency thereof.
(g) “Principal Trading Market”
means the national securities exchange or other trading market on which the Common Stock is primarily listed on and quoted for trading,
which, as of the Original Issue Date, shall be the Nasdaq Global Select Market.
(h) “Registration Statement”
means the Company’s Registration Statement on Form S-3 (File No. 333-260726), declared effective on February 9, 2023.
(i) “Securities Act” means
the Securities Act of 1933, as amended.
(j) “Standard Settlement Period”
means the standard settlement period, expressed in a number of Trading Days, for the Principal Trading Market with respect to the Common
Stock that is in effect on the date of delivery of an applicable Exercise Notice, which as of the Issuance Date was “T+2.”
(k) “Trading Day” means
any weekday on which the Principal Trading Market is normally open for trading.
(l) “Transfer Agent” means
Computershare Trust Company, N.A., the Company’s transfer agent and registrar for the Common Stock, and any successor appointed
in such capacity.
2. Issuance of Securities; Registration of Warrants. The Warrant,
as initially issued by the Company, is offered and sold pursuant to the Registration Statement. As of the Original Issue Date, the Warrant
Shares are issuable under the Registration Statement. Accordingly, the Warrant and, assuming issuance pursuant to the Registration Statement
or an exchange meeting the requirements of Section 3(a)(9) of the Securities Act as in effect on the Original Issue Date, the
Warrant Shares, are not “restricted securities” under Rule 144 promulgated under the Securities Act. The Company shall
register ownership of 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 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. Registration of Transfers. Subject to compliance with all
applicable securities laws, the Company shall, or will cause its Transfer Agent to, register the transfer of all or any portion of this
Warrant in the Warrant Register, upon surrender of this Warrant, and payment for all applicable transfer taxes (if any). 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. The Company shall, or will cause its Transfer Agent to, prepare, issue
and deliver at the Company’s own expense any New Warrant under this Section 3. Until due presentment for registration
of transfer, the Company may treat the registered Holder hereof as the owner and holder for all purposes, and the Company shall not be
affected by any notice to the contrary.
4. Exercise of Warrants.
(a) All or any part of this Warrant shall
be exercisable by the registered Holder in any manner permitted by this Warrant (including Section 11) at any time and from time
to time on or after the Original Issue Date, and such rights shall not expire.
(b) The Holder may exercise this Warrant
by delivering to the Company (i) an exercise notice, in the form attached as Schedule 1 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 (which may take the form of a “cashless exercise” if so indicated in the Exercise Notice pursuant to Section 10
below), and the date on which the last of such items is 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, if any.
5. Delivery of Warrant Shares.
(a) Upon exercise of this Warrant, the Company
shall promptly (but in no event later than the number of Trading Days comprising the Standard Settlement Period following the Exercise
Date), upon the request of the Holder, credit such aggregate number of shares of Common Stock specified by the Holder in the Exercise
Notice and to which the Holder is entitled pursuant to such exercise (the “Exercise Shares”) to the Holder’s
or its designee’s balance account with The Depository Trust Company (“DTC”) through its Deposit Withdrawal At
Custodian system, or if the Transfer Agent is then a participant in the DTC Fast Automated Securities Transfer Program (the “FAST
Program”) and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to
or the resale of such Warrant Shares by the Holder or (B) the Exercise Shares are eligible for resale by the Holder without volume
or manner-of-sale restrictions pursuant to Rule 144 promulgated under the Securities Act (assuming cashless exercise of this Warrant).
If the Transfer Agent is not a member of the FAST Program or if (A) and (B) above are not true, the Transfer Agent will either
(i) record the Exercise Shares in the name of the Holder or its designee on the certificates reflecting the Exercise Shares with
an appropriate legend regarding restriction on transferability, which shall be issued and dispatched by overnight courier to the address
as specified in the Exercise Notice, and on the Company’s share register or (ii) issue such Exercise Shares in the name of
the Holder or its designee in restricted book-entry form in the Company’s share register. The Holder, or any natural person or legal
entity (each, a “Person”) 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, irrespective of the date such Warrant Shares are credited to the Holder’s
DTC account, the date of the book entry positions or the date of delivery of the certificates evidencing such Exercise Shares, as the
case may be.
(b) If the Company fails to deliver to the
Holder or its designee Exercise Shares in the manner required pursuant to Section 5(a) within the Standard Settlement
Period following the Exercise Date and the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver
in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”)
but did not receive within the Standard Settlement Period, then the Company shall, within two (2) Trading Days after the Holder’s
request and in the Holder’s sole discretion, either (1) pay in cash to the Holder an amount equal to the Holder’s total
purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased, at which point the Company’s
obligation to issue and deliver such Exercise Shares shall terminate or (2) promptly honor its obligation to deliver to the Holder
or its designee the Exercise Shares pursuant to Section 5(a) and pay cash to the Holder in an amount equal to the excess
(if any) of Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased
in the Buy-In, less the product of (A) the number of shares of Common Stock purchased in the Buy-In, times (B) the Closing Sale
Price of a share of Common Stock on the Exercise Date.
(c) To the extent permitted by law and subject
to Section 5(b), the Company’s obligations to issue and deliver Warrant Shares in accordance with and subject
to the terms hereof (including the limitations set forth in Section 11 below) 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. Subject to Section 5(b), nothing herein shall
limit the 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 shares of Common
Stock upon exercise of the Warrant as required pursuant to the terms hereof.
6. Charges, Taxes and Expenses. Issuance and delivery for shares
of Common Stock upon exercise of this Warrant shall be made without charge to the Holder for any issue or transfer tax, transfer agent
fee or other incidental tax or expense (excluding any applicable stamp duties) 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 Warrant Shares or the Warrants in a name other
than that of the Holder or an Affiliate thereof. 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 (in such case) and, in each case, a customary and reasonable contractual indemnity, if requested by the
Company. 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. The Company covenants that
it will, at all times while this Warrant is outstanding, 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 initially 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). 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 non-assessable. The Company will take all such action as may be reasonably necessary to assure that such shares of Common Stock
may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange
or automated quotation system upon which the Common Stock may be listed. The Company further covenants that it will not, without the prior
written consent of the Holder, take any actions to increase the par value of the Common Stock at any time while this Warrant is outstanding.
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 issued and outstanding on the Original Issue Date and in accordance with the terms of such stock on the
Original Issue Date or as amended, that is payable in shares of Common Stock, (ii) subdivides its outstanding shares of Common Stock
into a larger number of shares of Common Stock, (iii) combines its outstanding shares of Common Stock into a smaller number of shares
of Common Stock or (iv) issues by reclassification of shares of capital stock any additional shares of Common Stock of the Company,
then in each such case the Exercise Price shall be multiplied by a fraction, the numerator of which shall be the number of shares of Common
Stock outstanding immediately before such event and the denominator of which 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, provided, however, that if such
record date shall have been fixed and such dividend is not fully paid on the date fixed therefor, the Exercise Price shall be recomputed
accordingly as of the close of business on such record date and thereafter the Exercise Price shall be adjusted pursuant to this paragraph
as of the time of actual payment of such dividends. 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, on
or after the Original Issue Date, the Company shall declare or make any dividend or other pro rata distribution of its assets (or rights
to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation,
any distribution of cash, stock or other securities, property, options, evidence of indebtedness or any other assets by way of a dividend,
spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction, but, for the avoidance of doubt,
excluding any distribution of shares of Common Stock subject to Section 9(a), any distribution of Purchase Rights (as defined
below) subject to Section 9(c) and any Fundamental Transaction (as defined below) subject to Section 9(d))
(a “Distribution”) then, in each such case, the Holder shall be entitled to participate in such Distribution to the
same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon
complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation,
the Maximum Percentage (as defined below)) immediately before the date on which a record is taken for such Distribution, or, if no such
record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such
Distribution (provided, that to the extent that the Holder’s right to participate in any such Distribution would result in the Holder
and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution
to such extent (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution (and
beneficial ownership) to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until
such time or times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage,
at which time or times the Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution
or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such limitation).
(c) Purchase Rights. If at any time
on or after the Original Issue Date, the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock,
warrants, securities or other property, in each case pro rata to the record holders of any class of Common Stock (the “Purchase
Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase
Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise
of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Maximum
Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no
such record is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issuance or sale of
such Purchase Rights (provided, that to the extent that the Holder’s right to participate in any such Purchase Right would result
in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate
in such Purchase Right to such extent (and shall not be entitled to beneficial ownership of such Common Stock as a result of such Purchase
Right (and beneficial ownership) to such extent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the
Holder until such time or times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum
Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial
Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation).
As used in this Section 9(c), (i) “Options” means any rights, warrants or options to subscribe for or purchase shares
of Common Stock or Convertible Securities and (ii) “Convertible Securities” mean any stock or securities (other than
Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock.
(d) 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 Company is not the surviving entity or in which the stockholders of the Company immediately prior to such merger
or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger
or consolidation, (ii) the Company effects any sale to another Person of all or substantially all of its assets in one or a series
of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person), holders
of capital stock tender shares representing more than 50% of the voting power of the capital stock of the Company and the Company or such
other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase agreement or other business
combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person
whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction
in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting
power of such Person immediately after the transaction) or (v) the Company effects any reclassification of the Common Stock or any
compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or
property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above)
(in any such case, a “Fundamental Transaction”), then following such Fundamental Transaction the Holder shall have
the right to receive, upon 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 without regard to any limitations on exercise
contained herein (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction in which
the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate
Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to
Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving
entity or other Person (including any purchaser of assets of the Company) 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 receive, and the other obligations under
this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction
type.
(d) Number of Warrant Shares. Simultaneously
with any adjustment to the Exercise Price pursuant to 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 increased or decreased number of Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately prior
to such adjustment.
(e) Calculations. All calculations
under this Section 9 shall be made to the nearest one-tenth of one cent or the nearest share, as applicable.
(f) Notice of Adjustments. Upon the
occurrence of each adjustment pursuant to this Section 9, the Company at its expense will, at the written request of the Holder,
promptly compute such adjustment, in good faith, in accordance with the terms of this Warrant and prepare a certificate setting forth
such adjustment, including a statement of the adjusted Exercise Price and adjusted number or type of Warrant Shares or other securities
issuable upon exercise of this Warrant (as applicable), describing the transactions giving rise to such adjustments and showing in detail
the facts upon which such adjustment is based. Upon written request, the Company will promptly deliver a copy of each such certificate
to the Holder and to the Company’s transfer agent.
(g) Notice of Corporate Events. If,
while this Warrant is outstanding, the Company (i) declares a dividend or any other distribution of cash, securities or other property
in respect of its Common Stock, including, without limitation, any granting of rights or warrants to subscribe for or purchase any capital
stock of the Company or any subsidiary, (ii) authorizes or approves, enters into any agreement contemplating or solicits stockholder
approval for any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation or winding up of the affairs
of the Company, then the Company shall deliver to the Holder a notice of such transaction at least ten (10) days prior to the applicable
record or effective date on which a Person would need to hold Common Stock in order to participate in or vote with respect to such transaction;
provided, however, that the failure to deliver such notice or any defect therein shall not affect the validity of the corporate action
required to be described in such notice. In addition, if while this Warrant is outstanding, the Company authorizes or approves, enters
into any agreement contemplating or solicits stockholder approval for any Fundamental Transaction contemplated by Section 9(c),
other than a Fundamental Transaction under clause (iii) of Section 9(c), the Company shall deliver to the Holder a notice
of such Fundamental Transaction at least thirty (30) days prior to the date such Fundamental Transaction is consummated. Holder agrees
to maintain any information disclosed pursuant to this Section 9(g) in confidence until such information is publicly available,
and shall comply with applicable law with respect to trading in the Company’s securities following receipt any such information.
10. Payment of Exercise Price. Notwithstanding anything contained
herein to the contrary, the Holder may, in its sole discretion, satisfy its obligation to pay the Exercise Price through a “cashless
exercise”, in which event the Company shall issue to the Holder the number of Warrant Shares in an exchange of securities effected
pursuant to Section 3(a)(9) of the Securities Act, as determined as follows:
X = Y [(A-B)/A]
where:
“X” equals the number of Warrant Shares
to be issued to the Holder;
“Y” equals the total number of Warrant
Shares with respect to which this Warrant is then being exercised;
“A” equals the Closing Sale Prices
of the shares of Common Stock (as reported by Bloomberg Financial Markets) as of the Trading Day on the date immediately preceding the
Exercise Date; and
“B” equals the Exercise Price then
in effect for the applicable Warrant Shares at the time of such exercise.
For purposes of Rule 144 promulgated under the Securities Act,
it is intended, understood and acknowledged that the Warrant Shares issued in a “cashless exercise” transaction shall be deemed
to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this
Warrant was originally issued (provided that the Commission continues to take the position that such treatment is proper at the time of
such exercise). In the event that the Registration Statement or another registration statement registering the issuance of Warrant Shares
is, for any reason, not effective at the time of exercise of this Warrant, then the Warrant may only be exercised through a cashless exercise,
as set forth in this Section 10. Except as set forth in Section 5(b) (Buy-In remedy) and Section 12
(payment of cash in lieu of fractional shares), in no event will the exercise of this Warrant be settled in cash.
11. Limitations on Exercise.
(a) Notwithstanding anything to the contrary
contained herein, the Company shall not effect the exercise of any portion of this Warrant, and the Holder of the Warrant shall not have
the right to exercise any portion of the Warrant, and any such exercise shall be null and void ab initio and treated as if the exercise
had not been made, to the extent that immediately prior to or following such exercise, the Holder, together with the Attribution Parties,
beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the s Exchange Act and the rules promulgated
thereunder, in excess of [4.99%] (the “Maximum Percentage”) of the Common Stock that would be issued and outstanding
following such exercise. For purposes of calculating beneficial ownership for determining whether the Maximum Percentage is or will be
exceeded, the aggregate number of shares of Common Stock held and/or beneficially owned by the Holder together with the Attribution Parties,
shall include the number of shares of Common Stock held and/or beneficially owned by the Holder together with the Attribution Parties
plus the number of shares of Common Stock issuable upon exercise of the relevant Warrant with respect to which the determination is being
made but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised
Warrant held and/or beneficially owned by the Holder or the Attribution Parties and (ii) exercise or conversion of the unexercised
or unconverted portion of any other securities of the Company held and/or beneficially owned by such Holder or any Attribution Party (including,
without limitation, any convertible notes, convertible stock or warrants) that are subject to a limitation on conversion or exercise analogous
to the limitation contained herein. For purposes of this Paragraph 11(a), beneficial ownership of the Holder or the Attribution Parties
shall, except as set forth in the immediately preceding sentence, be calculated and determined in accordance with Section 13(d) of
the Exchange Act and the rules promulgated thereunder. For purposes of the Warrant, in determining the number of outstanding shares
of Common Stock, a Holder of the Warrant may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s
most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission,
as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Company’s
transfer agent setting forth the number of shares of Common Stock outstanding (such issued and outstanding shares, the “Reported
Outstanding Share Number”). For any reason at any time, upon the written or oral request of the Holder, the Company shall within
one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then
outstanding. The Holder shall disclose to the Company the number of shares of Common Stock that it, together with the Attribution Parties
holds and/or beneficially owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise
or conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting an Exercise Notice for
the relevant Warrant. If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares
of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number
of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s, together
with the Attribution Parties’, beneficial ownership, as determined pursuant to this Section 11(a), to exceed the Maximum Percentage,
the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number
of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the
Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. In any case, the number of outstanding
shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this
Warrant, by the Holder and the Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. In the
event that the issuance of Common Stock to the Holder upon exercise of this Warrant results in the Holder, together with the Attribution
Parties, being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common
Stock (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s, together
with the Attribution Parties’, aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall
be deemed null and void and shall be cancelled ab initio, and the Holder and/or the Attribution Parties shall not have the power to vote
or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void,
the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. By written notice to the Company,
a Holder of the Warrant may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 19.99%
specified in such notice; provided that any increase in the Maximum Percentage will not be effective until the sixty-first (61st) day
after such notice is delivered to the Company and shall not negatively affect any partial exercise effected prior to such change.
(b) This Section 11 shall not
restrict the number of shares of Common Stock which a Holder or the Attribution Parties may receive or beneficially own in order to determine
the amount of securities or other consideration that such Holder or the Attribution Parties may receive in the event of a Fundamental
Transaction as contemplated in Section 9(c) of this Warrant. For purposes of clarity, the shares of Common Stock issuable
pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder or
the Attribution Parties for any purpose including for purposes of Section 13(d) of the Exchange Act and the rules promulgated
thereunder or Section 16 of the Exchange Act Rule 16a-1(a)(1) promulgated thereunder. No prior inability to exercise this
Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any
subsequent determination of exercisability. The provisions of this paragraph shall be construed and implemented in a manner otherwise
than in strict conformity with the terms of this Section 11(a) to the extent necessary to correct this paragraph or any
portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 11(a) or
to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph
may not be waived and shall apply to a successor holder of this Warrant.
12. 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 number
of Warrant Shares to be issued shall be rounded down to the next whole number and the Company shall pay the Holder in cash the fair market
value (based on the Closing Sale Price) for any such fractional shares.
13. 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 transmission, if such notice or communication is delivered confirmed e-mail at the e-mail address
specified in the books and records of the Transfer Agent prior to 5:30 P.M., New York City time, on a Trading Day, (ii) the next
Trading Day after the date of transmission, if such notice or communication is delivered via confirmed e-mail at the e-mail address specified
in the books and records of the Transfer Agent on a day that is not a Trading Day or later than 5:30 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 specifying
next business day delivery, or (iv) upon actual receipt by the Person to whom such notice is required to be given, if by hand delivery.
14. Warrant Agent. The Company shall initially serve as warrant
agent under this Warrant. Upon thirty (30) 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 mailed (by first class mail, postage
prepaid) to the Holder at the Holder’s last address as shown on the Warrant Register.
15. Miscellaneous.
(a) No Rights as a Stockholder. Except
as otherwise set forth in this Warrant, the Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be entitled
to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in
this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder of this Warrant, any of the
rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization,
issue of stock, reclassification of stock, consolidation, merger, amalgamation, conveyance or otherwise), receive notice of meetings,
receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which such Person is
then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing
any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company,
whether such liabilities are asserted by the Company or by creditors of the Company.
(b) Authorized Shares. (i) Except
and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending
its certificate or articles of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue
or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this
Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may
be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality
of the foregoing, the Company will (a) not increase the par value of any Warrant Shares above the amount payable therefor upon such
exercise immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate in order that
the Company may validly and legally issue fully paid and non-assessable Warrant Shares upon the exercise of this Warrant, and (c) use
commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction
thereof as may be necessary to enable the Company to perform its obligations under this Warrant.
(ii) Before taking any action which would result in an adjustment
in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations
or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.
(c) Successors and Assigns. Subject
to compliance with applicable securities laws, this Warrant may be assigned by the Holder. This Warrant may not be assigned by the Company
without the written consent of the Holder, except to a successor in the event of a Fundamental Transaction. This Warrant shall be binding
on and inure to the benefit of the Company and the Holder 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.
(d) Amendment and Waiver. Except as
otherwise provided herein, the provisions of the Warrants may be amended and the Company may take any action herein prohibited, or omit
to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the Holder.
(e) Acceptance. Receipt of this Warrant
by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.
(f) Governing Law; Jurisdiction. ALL
QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. EACH OF THE
COMPANY AND THE HOLDER HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF
NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED
HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THE TRANSACTION DOCUMENTS), AND HEREBY IRREVOCABLY WAIVES,
AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH
COURT. EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN
ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE OF
DELIVERY) TO SUCH PERSON AT THE ADDRESS IN EFFECT FOR NOTICES TO IT 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 OF THE COMPANY AND THE HOLDER HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY.
(g) Headings. 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.
(h) Severability. 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 Company and the Holder will attempt
in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefor, and upon so
agreeing, shall incorporate such substitute provision in this Warrant.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Company has caused this
Warrant to be duly executed by its authorized officer as of the date first indicated above.
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PRAXIS PRECISION MEDICINES, INC.
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By: |
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Name: |
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Title: |
SCHEDULE 1
FORM OF EXERCISE NOTICE
[To be executed by the Holder to purchase shares
of Common Stock under the Warrant]
Ladies and Gentlemen:
(1) The undersigned is the Holder of Warrant No. __ (the
“Warrant”) issued by Praxis Precision Medicines, Inc., a Delaware corporation (the “Company”). Capitalized
terms used herein and not otherwise defined herein have the respective meanings set forth in the Warrant.
(2) The undersigned hereby exercises its right to purchase Warrant
Shares pursuant to the Warrant.
(3) The Holder intends that payment of the Exercise Price shall
be made as (check one):
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Cash Exercise |
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“Cashless Exercise” under Section 10 of the Warrant |
(4) If the Holder has elected a Cash Exercise, the Holder shall
pay the sum of $ in immediately available funds to the Company in accordance with the terms of the Warrant.
(5) Pursuant to this Exercise Notice, the Company shall deliver
to the Holder Warrant Shares determined in accordance with the terms of the Warrant.
(6) By its delivery of this Exercise Notice, the undersigned represents
and warrants to the Company that in giving effect to the exercise evidenced hereby the Holder will not beneficially own in excess of the
number of shares of Common Stock (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as
amended) permitted to be owned under Section 11(a) of the Warrant to which this notice relates.
| Dated: |
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| Name of Holder: |
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| By: |
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| Name: |
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| Title: |
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(Signature must conform in all respects to name
of Holder as specified on the face of the Warrant)
Exhibit 5.1
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January 12, 2024
Praxis Precision Medicines, Inc.
99 High Street, 30th Floor
Boston, MA 02110 |
200 Clarendon Street |
| Boston, Massachusetts 02116 |
| Tel: +1.617.948.6000 Fax: +1.617.948.6001 |
| www.lw.com |
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| FIRM / AFFILIATE OFFICES |
| Austin |
Milan |
| Beijing |
Munich |
| Boston |
New York |
| Brussels |
Orange County |
| Century City |
Paris |
| Chicago |
Riyadh |
| Dubai |
San Diego |
| Düsseldorf |
San Francisco |
| Frankfurt |
Seoul |
| Hamburg |
Silicon Valley |
| Hong Kong |
Singapore |
| Houston |
Tel Aviv |
| London |
Tokyo |
| Los Angeles |
Washington, D.C. |
| Madrid |
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Re: Registration Statement on Form S-3; 3,802,025 shares of Common
Stock, $0.0001 par value per share and pre-funded warrants to purchase 1,056,725 shares of Common Stock
To the addressee set forth above:
We have acted as special counsel to Praxis Precision
Medicines, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance of 3,802,025
shares (the “Shares”) of common stock, $0.0001 par value per share (the “Common Stock”),
and pre-funded warrants to purchase 1,056,725 shares of Common Stock (the “Pre-funded Warrants”). The Shares
and the Pre-funded Warrants are included in a registration statement on Form S-3 under the Securities Act of 1933, as amended (the
“Act”), filed with the Securities and Exchange Commission (the “Commission”) on February 7,
2023 (Registration No. 333-260726) (as so filed and as amended, the “Registration Statement”), and are
being offered pursuant to a base prospectus dated February 9, 2023 (the “Base Prospectus”), and a prospectus
supplement dated January 11, 2024 filed with the Commission pursuant to Rule 424(b) under the Act (together with the Base
Prospectus, the “Prospectus”). The Shares and the Pre-funded Warrants are being sold pursuant to an underwriting
agreement dated January 11, 2024 by and among the Company and Piper Sandler & Co. and Truist Securities, Inc., as
representatives of the several underwriters named in Schedule A thereto (the “Underwriting Agreement”). This
opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion
is expressed herein as to any matter pertaining to the contents of the Registration Statement or related Prospectus, other than as expressly
stated herein with respect to the issue of the Shares, the Pre-funded Warrants and the Warrant Shares (as defined below).
As such counsel, we have examined such matters
of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates
and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters.
We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express
no opinion with respect to any other laws.
Subject to the foregoing and the other matters
set forth herein, it is our opinion that, as of the date hereof:
1. When
the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the
purchasers, and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated
by the Underwriting Agreement, the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the
Company and the Shares will be validly issued, fully paid and nonassessable.
2. When
the Pre-funded Warrants shall have been duly issued by the Company against payment therefor in the circumstances contemplated by Underwriting
Agreement, the issue and sale of the Pre-funded Warrants will have been duly authorized by all necessary corporate action of the Company,
and the Pre-funded Warrants will be the legally valid and binding obligation of the Company, enforceable against the Company in accordance
with its terms.
3. When
the shares of Common Stock initially issuable upon exercise of the Pre-funded Warrants (the “Warrant Shares”)
shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the Pre-funded
Warrants holders, and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated
by the Pre-funded Warrants, the issue of the Warrant Shares will have been duly authorized by all necessary corporate action of the Company
and the Warrant Shares will be validly issued, fully paid and nonassessable.
In rendering the foregoing opinions, we have assumed
that (i) the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL and
(ii) upon the issue of any of the Warrant Shares, the total number of shares of Common Stock issued and outstanding will not exceed
the total number of shares of Common Stock that the Company is then authorized to issue under its Amended and Restated Certificate of
Incorporation and by the board of directors of the Company in connection with the offering contemplated by the Registration Statement
and the Prospectus.
With your consent, we have assumed that the status
of the Pre-funded Warrants as legally valid and binding obligations of the Company is not affected by any (i) breaches of, or defaults
under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders, or (iii) failures
to obtain required consents, approvals or authorizations from, or make required registrations, declarations or filings with, governmental
authorities.
Our opinions are subject to: (i) the effect
of bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar laws relating to or affecting
the rights and remedies of creditors; (ii) (a) the effect of general principles of equity, whether considered in a proceeding
in equity or at law (including the possible unavailability of specific performance or injunctive relief), (b) concepts of materiality,
reasonableness, good faith and fair dealing, and (c) the discretion of the court before which a proceeding is brought; and (iii) the
invalidity under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution
to a party with respect to a liability where such indemnification or contribution is contrary to public policy. We express no opinion
as to (a) any provision for liquidated damages, default interest, late charges, monetary penalties, make-whole premiums or other
economic remedies to the extent such provisions are deemed to constitute a penalty; (b) consents to, or restrictions upon, governing
law, jurisdiction, venue, arbitration, remedies, or judicial relief; (c) any provision requiring the payment of attorneys’
fees, where such payment is contrary to law or public policy; (d) other applicable exceptions; and (e) the severability, if
invalid, of provisions to the foregoing effect.
This opinion is for your benefit in connection
with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions
of the Act. We consent to your filing this opinion as an exhibit to the Company’s Current Report on Form 8-K dated January 12,
2024 and to the reference to our firm in the Prospectus under the heading “Legal Matters.” In giving such consent, we do
not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission thereunder.
| |
Sincerely, |
| |
/s/ Latham & Watkins LLP |
v3.23.4
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Jan. 11, 2024 |
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PRAXIS PRECISION MEDICINES, INC.
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0001689548
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47-5195942
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DE
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99 High Street
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Boston
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MA
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Grafico Azioni Praxis Precision Medicines (NASDAQ:PRAX)
Storico
Da Nov 2024 a Dic 2024
Grafico Azioni Praxis Precision Medicines (NASDAQ:PRAX)
Storico
Da Dic 2023 a Dic 2024
