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Form 8-K PUMA BIOTECHNOLOGY, INC. For: Jun 15

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June 17, 2021 6:03 AM EDT

Exhibit 4.1

PUMA BIOTECHNOLOGY, INC.

AMENDMENT TO

WARRANT TO PURCHASE SHARES OF COMMON STOCK

THIS AMENDMENT TO WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Amendment”) is made as of April 1, 2021 (the “Effective Date”), by and between Puma Biotechnology, Inc. (the “Company”) and Alan H. Auerbach (the “Holder”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Warrant (as defined below).

RECITALS

A.    The Company has issued to the Holder a Warrant to Purchase Shares of Common Stock, dated October 4, 2011 (the “Warrant”), pursuant to which the Holder may purchase up to 2,116,250 shares of the Company’s common stock with an exercise price of $16.00 per share.

B.    The Expiration Date of the Warrant is October 4, 2021.

C.    The parties hereto wish to extend the term of the Warrant by five years, subject to approval by the stockholders of the Company on or prior to October 4, 2021.

AMENDMENT

The parties hereto hereby amend the Warrant as follows:

 

1.

Section 1. The sixth paragraph of Section 1 of the Warrant (the definition of “Expiration Date”) is hereby deleted and replaced in its entirety with the following:

“Expiration Date” means October 4, 2026.

 

2.

This Amendment shall be and, as of the Effective Date, is hereby incorporated in and forms a part of the Warrant; provided that the Amendment shall be subject to approval by the stockholders of the Company on or prior to October 4, 2021.

 

3.

Except as expressly provided herein, all terms and conditions of the Warrant shall remain in full force and effect.

(Signature page follows)

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.

 

PUMA BIOTECHNOLOGY, INC.
By:  

/s/ Maximo F. Nougues

Name:   Maximo F. Nougues
Title:   Chief Financial Officer
HOLDER

/s/ Alan H. Auerbach

Alan H. Auerbach

Exhibit 10.1

FIFTH AMENDMENT TO

PUMA BIOTECHNOLOGY, INC.

2011 INCENTIVE AWARD PLAN

This Fifth Amendment (“Fifth Amendment”) to the Puma Biotechnology, Inc. 2011 Incentive Award Plan, as amended (the “Plan”), is adopted by the Board of Directors (the “Board”) of Puma Biotechnology, Inc., a Delaware corporation (the “Company”), effective as of April 1, 2021 (the “Effective Date”). Capitalized terms used in this Fifth Amendment and not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.

RECITALS

 

A.

The Company currently maintains the Plan.

 

B.

Pursuant to Section 13.1 of the Plan, (i) the Board has the authority to amend the Plan at any time or from time to time, and (ii) the Board has the authority to amend the Plan to increase the limits imposed in Section 3.1 on the maximum number of shares which may be issued under the Plan (the “Share Limit”), subject to approval by the stockholders of the Company twelve (12) months before or after such action.

 

C.

The Board believes it is in the best interests of the Company and its stockholders to amend the Plan to (i) extend the period under which incentive stock options may be granted under the Plan and (ii) increase the Share Limit.

AMENDMENT

The Plan is hereby amended as follows, effective as of the Effective Date, except as otherwise provided below:

 

  1.

Section 2.19. Section 2.19 is hereby deleted and replaced in its entirety with the following:

“2.19 “Effective Date” shall mean April 1, 2021.”

 

  2.

Section 3.1(a). The first sentence of Section 3.1(a) of the Plan is hereby deleted and replaced in its entirety with the following, subject to approval by the stockholders of the Company within twelve (12) months following the Effective Date:

“Subject to Sections 3.1(b), 13.1 and 13.2 hereof, the aggregate number of Shares which may be issued or transferred pursuant to Awards under the Plan shall be equal to fourteen million five hundred twenty-nine thousand four hundred twelve (14,529,412) Shares (the “Share Limit”), all of which may be issued as Incentive Stock Options.”

 

  3.

This Fifth Amendment shall be and, as of the Effective Date, is hereby incorporated in and forms a part of the Plan; provided that the amendments to Section 2.19 and Section 3.1(a) shall be subject to approval by the stockholders of the Company within twelve (12) months of the Effective Date.

 

  4.

Except as expressly provided herein, all terms and conditions of the Plan shall remain in full force and effect.

*****

I hereby certify that this Fifth Amendment was duly adopted by the Board on April 1, 2021.

*****

I hereby certify that this Fifth Amendment was approved by the stockholders of the Company on June 15, 2021.

Executed on this 15th day of June, 2021.

 

PUMA BIOTECHNOLOGY, INC.
By:  

/s/ Alan H. Auerbach

Name:   Alan H. Auerbach
Title:   President, Chief Executive Officer

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