Exhibit 4.4
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.
WARRANT TO PURCHASE STOCK
Corporation: |
Avalyn Pharma Inc., a Delaware corporation |
Number of Shares: |
432,939, subject to adjustment as provided herein |
Class of Stock: |
Common Stock, $0.001 par value per share |
Initial Exercise Price: |
$0.51 per Share, subject to adjustment as provided herein |
Issue Date: |
February 3, 2026 |
Expiration Date: |
February 3, 2036 |
This Warrant Certifies That, for good and valuable consideration, the receipt of which is hereby acknowledged, Banc of California or its assignee or transferee (“Holder”) is entitled to purchase up to the above-stated number of fully paid and nonassessable shares (the “Shares”) of the above-stated Class of Stock (the “Class”) of the above-stated corporation (the “Company”), at the above-stated Initial Exercise Price (the “Warrant Price”), all as set forth above and as adjusted pursuant to Article 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant. Reference is made to Section 4.4 of this Warrant, whereby Banc of California shall transfer this Warrant to its parent company, Banc of California, Inc. This Warrant is issued in connection with that certain Loan and Security Agreement of even date herewith between Banc of California and the Company (as amended and in effect from time to time, the “Loan Agreement”).
ARTICLE 1
EXERCISE
1.1 Method of Exercise. Holder may exercise this Warrant by delivering this Warrant and a duly executed Notice of Exercise in substantially the form attached as Appendix 1 to the principal office of the Company. Unless Holder is exercising the conversion right set forth in Section 1.2, Holder shall also deliver to the Company a check for the aggregate Warrant Price for the Shares being purchased.
1.2 Conversion Right. In lieu of exercising this Warrant as specified in Section 1.1, Holder may from time to time convert this Warrant, in whole or in part, into a number of Shares determined by dividing (a) the aggregate fair market value of the Shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Warrant Price of such Shares by (b) the fair market value of one Share. The fair market value of one Share shall be determined pursuant to Section 1.3.