EX-4.1 4 tm2314369d12_ex4-1.htm EXHIBIT 4.1

 

Exhibit 4.1

 

SPECIMEN COMMON STOCK CERTIFICATE

 

NUMBER SHARES

 

SEE REVERSE FOR CERTAIN DEFINITIONS

 

CUSIP [•]

 

LIMINATUS PHARMA, INC.

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

 

COMMON STOCK

 

This Certifies that

 

is the owner of

 

FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE OF $0.0001 (THE “COMMON STOCK”), OF

 

LIMINATUS PHARMA, INC.

(THE “COMPANY”)

 

transferable on the books of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed.

 

This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar of the Company.

 

Witness the electronic or facsimile signatures of its duly authorized officers.

 

Chief Executive Officer   Chief Financial Officer
     

 

 

 

LIMINATUS PHARMA, INC.

 

The Company will furnish without charge to each stockholder who so requests a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the shares represented thereby are issued and shall be held subject to all the provisions of the Company’s Certificate of Incorporation, as the same may be amended from time to time, and resolutions of the Board of Directors providing for the issue of securities (copies of which may be obtained from the Secretary of the Company), to all of which the holder of this certificate by acceptance hereof assents. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

 

TEN COM as tenants in common UNIF GIFT MIN ACT   Custodian  
TEN ENT as tenants by the entireties     (Cust)   (Minor)
JT TEN as joint tenants with right of survivorship and not as tenants in common       (State)  

 

Additional abbreviations may also be used though not in the above list.

 

For value received,                                                                                               hereby sells, assigns and transfers unto

 

(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S))

 

(PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S))

 

shares of the Common Stock represented by the within Certificate, and hereby irrevocably constitutes and appoints

 

Attorney to transfer the said shares of Common Stock on the books of the within named Company with full power of substitution in the premises.

 

Dated:  
 
     

 

NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

 

Signature(s) Guaranteed:  
By  
 

 

 

 

THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE).