PIPE Registration Rights Agreement (US Issuer)
Registration rights agreement paired with a PIPE stock purchase agreement, obligating the issuer to register the resale of PIPE shares on Form S-3 or S-1, with liquidated damages, piggyback rights, blackout limits, and Rule 144 covenants.
What is a PIPE Registration Rights Agreement?
A PIPE Registration Rights Agreement (US Issuer) is a registration rights agreement paired with a PIPE stock purchase agreement, obligating the issuer to register the resale of PIPE shares on Form S-3 or S-1, with liquidated damages, piggyback rights, blackout limits, and Rule 144 covenants.
A US public company (issuer) that has priced a private investment in public equity (PIPE) financing and the accredited institutional investors purchasing the PIPE securities who require SEC-registered resale liquidity.
PIPE Registration Rights Agreement template, current for 2026
The mechanics are current for 2026: Form S-3 automatic conversion on eligibility, a Rule 144 legend-removal covenant with a 2-business-day removal SLA and an issuer-paid counsel opinion, tiered liquidated damages with a hard 10% cap, an aggregate blackout limit (60 days a year, 30 consecutive), and an explicit anti-shorting carveout for hedged institutional holders.
How HDAi does this differently
Unlike a static form, HDAi runs a guided interview and assembles your PIPE Registration Rights Agreement as you answer. When you want it finished, a licensed Hart David Carson attorney reviews it and tailors it to your facts before you sign. The interview and the first draft are automated. The judgment belongs to an attorney.
What you’ll be asked
- Full legal name of the issuer. The public company selling the PIPE securities. Use the exact registered name as it appears on the company's most recent Exchange Act filings.
- State of incorporation of the issuer. Determines the entity-law overlay for the agreement even though governing law is New York.
- Principal trading market for the issuer's common stock. Governs listing-maintenance covenants and additional-shares listing applications.
- Ticker symbol.
- Anticipated PIPE closing date. Filing and effectiveness deadlines are measured from this date.
- What securities are being registered for resale? Determines the scope of the Registrable Securities definition.
- Aggregate number of shares of common stock (including underlying warrant/preferred shares) to be covered by the resale registration statement. Include all shares issuable on exercise or conversion of PIPE securities at closing, without regard to blocker caps.
- Aggregate PIPE purchase price (US$). Used to compute the liquidated damages base and the 10% cap.
- Is the issuer currently eligible to use Form S-3 for a resale registration? S-3 eligibility (primarily a $75M public float or the well-known-seasoned-issuer test) governs which form the initial registration statement uses.
- How many calendar days after closing must the initial registration statement be filed (the filing deadline)? Market standard for institutional PIPEs is 15-30 days. Shorter deadlines require pre-drafted filings.
- Effectiveness deadline (non-review scenario). Days after closing by which the registration statement must be declared effective if the SEC does not select the filing for review.
- Effectiveness deadline if the SEC reviews the filing. Longer window that applies if the SEC selects the registration statement for full review.
- Liquidated damages rate per month for filing/effectiveness/maintenance defaults. Market range is 1.0%-2.0% of the aggregate purchase price per 30-day period. 1.5% is the most common institutional PIPE figure.
- Aggregate cap on liquidated damages (as % of aggregate purchase price). Institutional norm is a hard cap of 6%-10% of the purchase price. 10% is investor-friendly; 6% is issuer-friendly.
- Aggregate maximum blackout/suspension days per 12-month period. Standard institutional cap is 60 days per year in the aggregate.
- Maximum consecutive blackout days per suspension event. Institutional PIPEs typically cap any single blackout at 20-30 consecutive days.
- Include piggyback registration rights on future issuer registrations? Institutional investors typically insist on piggyback rights covering both primary and secondary registrations (excluding S-4/S-8).
- Anti-shorting/hedging restriction on investors during specified windows? Common issuer ask. Institutional funds often require a carveout for existing hedged positions and market-making activity.
- Amendment/waiver threshold (percentage of Registrable Securities held by investors required to bind all).
- Issuer notice address (street, city, state, ZIP, attention).
- Name of issuer signatory.
- Title of issuer signatory.
- How will the Investors be listed? For multi-investor PIPEs, list Investors on Schedule A with their commitments; each Investor countersigns the master agreement.
- If single investor, name of the Investor entity.
Frequently asked
What is a PIPE Registration Rights Agreement (US Issuer)? +
Is HDAi's PIPE Registration Rights Agreement (US Issuer) legally binding? +
Do I need a lawyer to use this PIPE Registration Rights Agreement (US Issuer)? +
What makes this PIPE Registration Rights Agreement (US Issuer) current for 2026? +
How long does the PIPE Registration Rights Agreement (US Issuer) take? +
Does this PIPE Registration Rights Agreement (US Issuer) work in my state? +
Related documents
Related generators
PIPE Securities Purchase Agreement (US Issuer) · PIPE Pre-Funded Warrant (US Issuer) · 5% Beneficial Holder Questionnaire (Public Offering) · PIPE Common Stock Warrant (US Issuer) · All 124 →