Amendment to Engagement Letter between Innovus Pharmaceuticals, Inc. and Dawson James Securities, Inc. (March 22, 2012)
This amendment updates the terms of an earlier agreement between Innovus Pharmaceuticals, Inc. and Dawson James Securities, Inc. regarding a private placement of securities. The changes clarify that the securities offered will be units consisting of convertible notes and warrants, adjust the calculation of warrants to be issued to Dawson James as compensation, and set the agreement's term to expire on June 30, 2012, with either party able to terminate with 30 days' notice. Both parties have agreed to these revised terms.
EXHIBIT 10.3
March 22, 2012
Vivian Liu
President and Chief Executive Officer
Innovus Pharmaceuticals, Inc.
80 W. Sierra Madre Blvd., #392
Sierra Madre, CA 91024
Re: Private Placement of Securities
Dear Ms. Liu:
This letter amends the letter agreement between Innovus Pharmaceuticals, Inc. (together with its affiliates and subsidiaries, the “Company”) and Dawson James Securities, Inc. (“Dawson James”) dated December 16, 2011 (the “Engagement Letter”) as follows:
| 1. | First Paragraph |
| a. | The second sentence of the first paragraph of the Engagement Letter is hereby amended to read as follows: “The private placement Securities will consist of units that include convertible notes and warrants to purchase shares of common stock (the “Units”).” |
| 2. | Compensation |
| a. | The first sentence of Section 3(c) of the Engagement Letter is hereby amended to read as follows: “The Company shall deliver warrants to the Placement Agent or its designees (the “Agent Warrants”) to purchase a number of shares of common stock equal to 8.75% of the maximum number shares of common stock underlying the Units (including the warrants included in the Units) issued in the Offering (assuming full conversion or exercise) with similar terms as the Investors.” |
| 3. | Term of Engagement |
| a. | The first sentence of Section 5(a) of the Engagement Letter is hereby amended to read as follows: “This Agreement will remain in effect until June 30, 2012, after which either party shall have the right to terminate it on thirty (30) days prior written notice to the other.” |
| Very truly yours, | ||
| Dawson James Securities, Inc. | ||
| By: | /s/ Joseph Balagot | |
| Joseph E. Balagot | ||
| Managing Partner, Head of Investment Banking | ||
| By: | /s/ Thomas Hands | |
| Thomas Hands | ||
| President | ||
Agreed to and accepted
this 22nd day of March, 2012;.
Innovus Pharmaceuticals, Inc.
By: /s/ Vivian Liu
Vivian Liu
President and CEO
| Dawson James Securities Member FINRA/SIPC |
