Amendment to Common Stock Purchase Warrants between Meta Materials Inc. and Holder (February 19, 2024)
This amendment is an agreement between Meta Materials Inc. and a warrant holder to modify the terms of two existing common stock purchase warrants. The amendment adjusts the exercise price of the warrants, requires both parties to support a proposal to increase the company's authorized common stock, and obligates the holder to vote in favor of this proposal at upcoming shareholder meetings. All other terms of the original warrants remain unchanged. The agreement is governed by the related Securities Purchase Agreement dated February 19, 2024.
Exhibit 4.3
FORM OF AMENDMENT TO
COMMON STOCK PURCHASE WARRANTS
This AMENDMENT TO COMMON STOCK PURCHASE WARRANTS (this “Amendment”) is entered into as of February 19, 2024, by and between Meta Materials Inc., a Nevada corporation (the “Company”), and [____] (the “Holder”).
WHEREAS, the Holder is the holder of: (i) a Common Stock Purchase Warrant issued on December 6, 2023 (the “December 2023 Warrant”) to purchase [____] shares ([____] shares after adjustment for the reverse stock split effected in January 2024) (the “December 2023 Warrant Shares”) of common stock of the Company, par value $0.001 per share (the “Common Stock”); and (ii) a Common Stock Purchase Warrant issued on June 28, 2022 (the “June 2022 Warrant” and together with the December 2023 Warrant the “Warrants”) to purchase [____] shares of Common Stock ([____] shares after adjustment for the reverse stock split effected in January 2024) (the “June 2022 Warrant Shares”);
WHEREAS, pursuant to Section 5(l) of the Warrants, the Warrants may be modified or amended or the provisions thereof waived with the written consent of the Company, on the one hand, and the Holder, on the other hand; and
WHEREAS, the Company and the Holder desire to amend the Warrants as set forth in this Amendment.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Company and the Holder hereby agree as follows:
“Authorized Common Stock Increase Proposal” means a proposal presented at a meeting of stockholders whereby the stockholders of the Company are being asked to approve as may be required to effect an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of Common Stock to 250,000,000 shares.
“Stockholder Approval” means such approval from the stockholders of the Company with respect to the Authorized Common Stock Increase Proposal.
“b) Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $0.095 ($9.50 after adjustment for the reverse stock split effected in January 2024), subject to adjustment hereunder (the “Exercise Price”). The Exercise Price per share of Common Stock under this Warrant shall be reduced to the Nasdaq Minimum Price (as defined by the Nasdaq Stock Market LLC) on June 6, 2024 if the Minimum Price is lower than the Exercise Price in effect on June 6, 2024, subject to adjustment hereunder.
(Signature page follows)
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IN WITNESS WHEREOF, each of the Company and the Holder has caused this Amendment to be executed by its officer thereunto duly authorized as of the date first above indicated.
COMPANY
Meta Materials INC.
By:
Name:
Title:
HOLDER
[____]
By:
Name:
Title:
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