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As Of Filer Filing For·On·As Docs:Size Issuer Agent 12/05/01 Phage Therapeutics Int’l Inc 10SB12G/A 24:1.4M Merrill Corp/FA |
Document/Exhibit Description Pages Size 1: 10SB12G/A Amendment to Registration of Securities of a HTML 725K Small-Business Issuer 2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 19K 3: EX-10.1 Material Contract HTML 34K 11: EX-10.10 Material Contract HTML 79K 12: EX-10.11 Material Contract HTML 78K 13: EX-10.12 Material Contract HTML 53K 14: EX-10.13 Material Contract HTML 79K 15: EX-10.14 Material Contract HTML 22K 16: EX-10.15 Material Contract HTML 25K 4: EX-10.2 Material Contract HTML 30K 17: EX-10.22 Material Contract HTML 38K 18: EX-10.23 Material Contract HTML 43K 19: EX-10.24 Material Contract HTML 43K 20: EX-10.28 Material Contract HTML 44K 21: EX-10.29 Material Contract HTML 64K 5: EX-10.3 Material Contract HTML 42K 22: EX-10.30 Material Contract HTML 18K 23: EX-10.33 Material Contract HTML 46K 6: EX-10.4 Material Contract HTML 80K 7: EX-10.5 Material Contract HTML 22K 8: EX-10.6 Material Contract HTML 18K 9: EX-10.8 Material Contract HTML 19K 10: EX-10.9 Material Contract HTML 23K 24: EX-21 Subsidiaries of the Registrant HTML 9K
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" | Subscription Agreement Phage Therapeutics International Inc. Regulation D -- Rule 506 -- Offering | ||||
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Prepared by MERRILL CORPORATION |
Exhibit 10.3
SUBSCRIPTION AGREEMENT
PHAGE THERAPEUTICS INTERNATIONAL INC.
REGULATION D - RULE 506 - OFFERING
Phage
Therapeutics International Inc.
(the "Company")
22116 — 23rd Drive SE
Bothell, Washington 98021
Gentlemen,
The undersigned (the "Purchaser") hereby tenders this Subscription Agreement to you and applies for the purchase of units for $0.70 each for an aggregate purchase price of $ . Each "Unit" consisting of one common share in the capital of the Company (a "Share") and one common share purchase warrant of the Company ("Warrant") at a price of $0.70 per Unit. Each whole Warrant entitles the holder to purchase one additional common share in the Company for $1.25 per share at any time on or before the end of one year from the date of acquisition of the Units and and thereafter for US$2.00 at any time on or before the end of two years from the date of acquisition. All sums are in US currency. THESE SECURITIES ARE CONSIDERED RESTRICTED SECURITIES IN UNITED STATES.
The undersigned hereby acknowledges:
will need to bear the economic risk of his investment for an indefinite period of time and will not be readily able to liquidate this investment in case of any emergency. Further, there are substantial restrictions on the transferability of the Units. The Units issued under Rule 506 of Regulation D of the Securities Act of 1933 will bear the following restrictive resale exemption:
"No sale, offer to sell, or transfer of the shares represented by this certificate shall be made unless a registration statement under the Federal Securities Act of 1933, as amended, with respect to the shares is then in effect or an exemption from the registration requirements of said act is then in fact applicable to said shares."
In consideration of the sale of the Units and intending to be legally bound, the undersigned hereby represents and warrants as follows:
The undersigned is one of the following: (Please check one)
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For Individual Investors Only | ||
(a) a natural person who has an individual net worth, or joint worth with that person's spouse of more than $1,000,000; or |
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(b) a natural person who had an individual income in excess of $200,000 (a joint income in excess of $300,000 with his spouse) in each of the two most resent years and who reasonably expects to reach the same income level in the current year; or |
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(c) a director or executive officer of the Company; |
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(d) a person with an annual income of at least $65,000 per year with sufficient knowledge and experience in financial and business matters to valuate the risks of the investment. |
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(e) none of the above. |
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For Corporate Investors Only |
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(e) the undersigned hereby certifies that it is an accredited investor because it has total assets in excess of $5,000,000 and was not formed for the specific purpose of investing in the Company; |
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(f) the undersigned hereby certifies that it is a accredited investor because all of its equity owners are accredited investor under statement 6(a), (b), (c),or (d) above. |
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(g) none of the above. |
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For Trusts |
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(h) the undersigned hereby certifies that it is an accredited investor because it is a trust which has total assets in excess of $5,000,000 and was not formed for the specific purpose of investing in the Company and that the purchase is directed by a person with such knowledge and experience in financial and business matters that he is capable of evaluating the risks and merits of an investment in the Company; |
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(i) the undersigned hereby certifies that it is an accredited investor because it is (i) a bank, or savings and loan association or other institution, as defined in Sections 3(a)(2) or 3(a)(5)(A) of the Securities Act of 1933, (ii) acting in its fiduciary capacity as trustee, and (iii) subscribing on behalf of a trust for the purchase of the Units. |
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(j) the undersigned hereby certifies that it is an accredited investor because it is a revocable trust which may be amended or revoked at any time by the grantors thereof and all of the grantors are accredited investors under either statement 7(a), (b), (c), or (d) above. |
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(k) none of the above. |
The undersigned acknowledges and is aware of the following:
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indefinite period of time and will not be readily able to liquidate this investment in case of any emergency. Further, the underlying Shares and Warrants issued under Rule 506 of Regulation D of the Securities Act of 1933 will bear a restrictive legend concerning resale restrictions imposed under Rule 144 of the Securities Act of 1934.
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basis consistent with previous years and present fairly the sales, income and results of operations of the Company during the periods covered thereby;
The undersigned recognizes that the offer and sale of the Units to the undersigned is based on the representations and warranties of the undersigned contained in Paragraphs 1 through 8 above and hereby agrees to indemnify the Company and the officers and directors of the Company, and to hold each of such entities and persons harmless against all liabilities, costs or expenses (including reasonable attorney's fees) arising by reason of or in connection with any misrepresentations or breach of such warranties by the undersigned or arising as a result of the sale or distribution of the Units by the undersigned in violation of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, or any other applicable federal or state statute.
Upon acceptance of the Company of the subscription agreement by the undersigned, the undersigned agrees to become an investor in the Company. The undersigned acknowledges and agrees that the undersigned is not entitled to cancel, terminated revoke this subscription agreement or any agreements of the undersigned herein, and that such subscription or agreements shall survive (a) changes in transactions, documents and instruments described in any materials provided by the Company which the aggregate are not material, and (b) the death or disability of t he undersigned; provided, however, that if the Company shall not have accepted this subscription by the Closing Date, either by personally delivering to the undersigned an executed copy hereof reflecting such acceptance or by depositing in the United States Mail, postage prepaid, a written notice of acceptance addressed to the undersigned hereunder, and the power of attorney granted hereby shall be automatically canceled, terminated and revoked.
The undersigned acknowledges the he/she is a person who has knowledge and experience in financial and business matters such that the undersigned is capable of evaluating the merits and risk of an investment in the Company and making an informed decision.
WHEREFORE, IN CONSIDERATION, of the foregoing covenants and restrictions, I hereby submit the following subscription for the below referenced number of Units as described in this Subscription Agreement, furthermore, I acknowledge I have received copies of all information I deemed necessary or appropriate to evaluate the merits and risks of an investment in the Units.
Number of Units
Cash Payment ($0.70 per Unit)
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Per: Authorized Signatory |
Date |
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Print Name: |
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Address: |
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Social Security Number/Employer Identification Number |
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ACCEPTANCE
Phage Therapeutics International Inc. herewith accepts the foregoing subscription for Units.
PHAGE THERAPEUTICS INTERNATIONAL INC.
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Per: Authorized Signatory |
Date |
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PHAGE THERAPEUTICS INTERNATIONAL INC.
REGISTRATION INSTRUCTIONS
Please register the Units acquired by the undersigned as follows:
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Printed Name | ||
Address | ||
City | State/Province | Zip Code/Postal Code |
Social Security Number/Employer Identification Number |
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Number of Units: |
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Date Acquired: |
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Signature |
Date |
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Printed Name |
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This ‘10SB12G/A’ Filing | Date | Other Filings | ||
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Filed on: | 12/5/01 | None on these Dates | ||
2/14/00 | ||||
2/6/00 | ||||
4/30/99 | ||||
8/31/98 | ||||
4/30/98 | ||||
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