Board Resolutions: PIPE Offering Authorization


Summary

This board resolutions template approves the offering of an issuer’s common stock and warrants to purchase common stock in a PIPE transaction. This template includes practical guidance and drafting notes. The resolutions, among other things, approve the related securities purchase agreement and registration rights agreement and authorize the subsequent filing of a registration statement for the common stock being offered (and the shares underlying the warrants). These resolutions may also be included in a form of unanimous written consent of the board if they are not adopted at a meeting of the board. For a discussion of PIPE transactions, see PIPE Transactions. For additional documents used in PIPE transactions, see Purchase Agreement (PIPE Offering), Legal Opinion (PIPE Offering) (Issuer's Counsel), Secretary’s Certificate (PIPE Offering), Registration Rights Agreement (PIPE Offering), and Common Stock Warrant (PIPE Offering). For a sample closing checklist for PIPE transactions, see ...