Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the first and last sentences of the eighth paragraph and the full tenth paragraph under the heading “Plan of Distribution” in the Prospectus. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to EXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, AEON BIOPHARMA, INC. By: /s/ Mxxx Xxxxx Name: Mxxx Xxxxx Title: President and Chief Executive Officer ACCEPTED as of the date first-above written: LEERINK PARTNERS LLC By: /s/ Pxxxx X. Xxx Name: Pxxxx X. Xxx Title: Head of Alternative Equities From: [ ] [TITLE] [AEON Biopharma, Inc.] Cc: [ ] To: Leerink Partners LLC Subject: Leerink Partners —At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated [●], 2024 (the “Agreement”), by and between AEON Biopharma, Inc., a Delaware corporation (the “Company”), and Leerink Partners LLC (“Leerink Partners”), I hereby request on behalf of the Company that Leerink Partners sell up to [ ] shares of Class A common stock, $0.0001 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Mxxx Xxxxx Axxx Xxxxxx mx@xxxxxxxxxxxxx.xxx ax@xxxxxxxxxxxxx.xxx Dxx Xxxxx, M.D. Sxxx Xxxx axx@xxxxxxx.xxx
Appears in 1 contract
Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the first and last third sentences of the eighth paragraph and the full tenth paragraph under the heading “Plan of Distribution” in the ProspectusProspectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to EXXXXXXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, AEON BIOPHARMA, INC. By: /s/ Mxxx Xxxxx X Xxxxxx Name: Mxxx Xxxxx X Xxxxxx Title: President and Chief Executive Officer ACCEPTED as of the date first-above written: LEERINK PARTNERS LLC CEO By: /s/ Pxxxx Xxxxx X. Xxx Name: Pxxxx Xxxxx X. Xxx Title: Head of Alternative Equities From: [ ] [TITLE] [AEON BiopharmaModular Medical, Inc.] Inc. Cc: [ ] To: Leerink Partners LLC Subject: Leerink Partners —At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated [●]November 22, 2024 2023 (the “Agreement”), by and between AEON BiopharmaModular Medical, Inc., a Delaware Nevada corporation (the “Company”), and Leerink Partners LLC (“Leerink Partners”), I hereby request on behalf of the Company that Leerink Partners sell up to [ ] shares of Class A common stock, $0.0001 0.001 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Mxxx Xxxxx Axxx Xxxxxx mx@xxxxxxxxxxxxx.xxx ax@xxxxxxxxxxxxx.xxx Dxx Xxxxxxxxxxxx@xxxxxx.xxx Xxxxxxx Xxxxxxxxx xxxxxxx.xxxxxxxxx@xxxxxxx.xxx xxx@xxxxxxx.xxx The Company shall pay Leerink Partners compensation in cash equal to 3.0% of the gross proceeds from the sales of Placement Shares pursuant to the terms of the Sales Agreement of which this Schedule 3 forms a part. Each of [●], M.D. Sxxx Xxxx axx@xxxxxxx.xxxthe duly qualified and elected Chief Executive Officer of Modular Medical, Inc., a Nevada corporation (the “Company”), and [●], the duly qualified and elected Chief Financial Officer of the Company, does hereby certify in such individual’s respective capacity and on behalf of the Company, pursuant to Section 7(m) of the Sales Agreement, dated November 22, 2023 (the “Sales Agreement”), by and between the Company and Leerink Partners LLC, that, after due inquiry, to the best of the knowledge of the undersigned:
Appears in 1 contract
Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the first name and last sentences address of the eighth paragraph Agent and the full tenth last sentence of the seventh paragraph under the heading “Plan of Distribution” in the ProspectusProspectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to EXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares ADSs by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, AEON BIOPHARMA, INC. By: /s/ Mxxx Xxxxx Name: Mxxx Xxxxx Title: President and Chief Executive Officer ACCEPTED as of the date first-above written: LEERINK PARTNERS LLC By: /s/ Pxxxx X. Xxx Name: Pxxxx X. Xxx Title: Head of Alternative Equities Chief Executive Officer By: /s/ Pxxxx Xxx Name: Pxxxx Xxx Title: Senior Managing Director From: [ ] [TITLE] [AEON Biopharma, Inc.] Adagene Inc. Cc: [ ] To: Leerink Partners LLC Subject: Leerink Partners —At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated [●]March 29, 2024 (the “Agreement”), by and between AEON Biopharma, Adagene Inc., a Delaware corporation an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), and Leerink Partners LLC (“Leerink Partners”), I hereby request on behalf of the Company that Leerink Partners sell up to [ · ] shares of Class A common stockAmerican Depositary Shares, each representing 1.25 ordinary shares, $0.0001 par value per ordinary share, of the Company (the “SharesADSs”), at a minimum market price of $ per shareADS[; provided that no more than [ ] Shares ADSs shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares ADSs that are the subject of this Placement Notice are sold]. Mxxx Xxxxx Axxx Xxxxxx mx@xxxxxxxxxxxxx.xxx ax@xxxxxxxxxxxxx.xxx Dxx Xxxxx, M.D. Sxxx Xxxx axx@xxxxxxx.xxx[***] [***] [***] [***] [***]
Appears in 1 contract
Samples: Sales Agreement (Adagene Inc.)
Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the first tenth and last sentences of the eighth paragraph and the full tenth paragraph eleventh paragraphs under the heading “Plan of Distribution” in the ATM Prospectus. All references in this Agreement to the Registration Statement, the ATM Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to EXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, AEON BIOPHARMAAXXXX THERAPEUTICS, INC. By: /s/ Mxxx Xxxxx Sxxxx X. Xxxxxxx Name: Mxxx Xxxxx Sxxxx X. Xxxxxxx Title: President and Chief Executive Financial Officer ACCEPTED as of the date first-above written: SVB LEERINK PARTNERS LLC By: /s/ Pxxxx X. Xxx Name: Pxxxx X. Xxx Title: Head of Alternative Equities Managing Director From: [ [NAME OF EXECUTIVE OFFICER] [TITLE] [AEON BiopharmaAxxxx Therapeutics, Inc.] Inc. Cc: [ ] Sidley Austin LLP; Dxxxx Xxxx & Wxxxxxxx LLP To: SVB Leerink Partners LLC Subject: SVB Leerink Partners LLC—At the Market Offering—Placement Notice Date: [●], 20[●] Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated November [●12], 2024 2020 (the “Agreement”), by and between AEON BiopharmaAxxxx Therapeutics, Inc., a Delaware corporation (the “Company”), and SVB Leerink Partners LLC (“Leerink PartnersSVB Leerink”), I hereby request on behalf of the Company that SVB Leerink Partners sell up to [ [●] shares of Class A common stock, $0.0001 0.001 par value per share, of the Company (the “Shares”), at a minimum market price of $ $[●] per share[; provided that no more than [ [●] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin on [on the date of this Placement Notice●], 20[●] [and end on [DATE●], 20[●].] / [until all Shares that are the subject of this Placement Notice are sold]. Mxxx Xxxxx Axxx Xxxxxx mx@xxxxxxxxxxxxx.xxx ax@xxxxxxxxxxxxx.xxx Dxx Xxxxx, M.D. Sxxx Xxxx axx@xxxxxxx.xxx.] cxxxx.xxxxxx@xxxxx.xxx sxxxx.xxxxxxx@xxxxx.xxx
Appears in 1 contract
Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the first and last third sentences of the eighth paragraph and the full tenth paragraph under the heading “Plan of Distribution” in the Prospectussales prospectus specifically relating to the Placement Shares. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to EXXXXXXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, AEON BIOPHARMA, INC. By: /s/ Mxxx Xxxxxxxxxxx Xxxxx Name: Mxxx Xxxxxxxxxxx Xxxxx Title: President and Chief Executive Officer ACCEPTED as of the date first-above written: LEERINK PARTNERS LLC By: /s/ Pxxxx X. Xxxxx Xxx Name: Pxxxx X. Xxxxx Xxx Title: Head of Alternative Equities Managing Director From: [ [NAME] [TITLE] [AEON BiopharmaMirum Pharmaceuticals, Inc.] Inc. Cc: [ [NAME] To: SVB Leerink Partners LLC Subject: Leerink Partners SVB Leerink—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated [●]August 3, 2024 2020 (the “Agreement”), by and between AEON BiopharmaMirum Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and SVB Leerink Partners LLC (“Leerink PartnersSVB Leerink”), I hereby request on behalf of the Company that SVB Leerink Partners sell up to [ ] shares of Class A common stock, $0.0001 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Mxxx Xxxxxxxxxxx Xxxxx Axxx Xxx Xxxxxxxx, Ph.D. Xxx Xxxxx Xxxxxx mx@xxxxxxxxxxxxx.xxx ax@xxxxxxxxxxxxx.xxx Dxx Xxxxx, M.D. Sxxx Xxxx axx@xxxxxxx.xxxXxxxxxxxxx xxx@xxxxxxxxxx.xxx
Appears in 1 contract
Agent’s Information. As used in The parties hereto acknowledge and agree that, for all purposes of this Agreement, “Agent’s Information” means the information provided by the Agent consists solely of the following information in the Registration Statement and the ProspectusProspectus Supplement: the first and last sentences fourth sentence of the eighth first paragraph, the third sentence of the second paragraph and the full tenth fourth paragraph under the heading “Plan of Distributiondistribution” in the ProspectusProspectus Supplement. All references If the foregoing is in this Agreement accordance with your understanding of our agreement, please sign and return to the Registration StatementCompany a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between Guggenheim Securities and the Prospectus or any amendment or supplement to any Company in accordance with its terms. Very truly yours, By: /s/ J. Xxxxx Xxxxx Name: J. Xxxxx Xxxxx Title: Chief Executive Officer Accepted as of the foregoing date hereof: By: /s/ Stuart Duty Name: Stuart Duty Title: Senior Managing Director GUGGENHEIM SECURITIES, LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: TetraLogic Pharmaceuticals Corporation, a corporation organized under the laws of the State of Delaware (the “Company”), proposes, subject to the terms and conditions stated herein and in the At-the-Market Equity Offering Sales Agreement, dated March 13, 2015 (the “Sales Agreement”), between the Company and Guggenheim Securities, LLC (the “Agent”), to issue and sell to the Agent the securities specified in Schedule hereto (the “Purchased Securities”). Unless otherwise defined below, capitalized terms defined in the Sales Agreement shall have the same meanings when used herein. Each of the provisions of the Sales Agreement not specifically related to the solicitation by the Agent, as agent of the Company, of offers to purchase securities is incorporated herein by reference in its entirety, and shall be deemed to include the copy filed with the Commission pursuant to EXXXX. All references in be part of this Terms Agreement to financial statements the same extent as if such provisions had been set forth in full herein. Each of the representations and schedules warranties set forth therein shall be deemed to have been made at and other information as of the date of this Terms Agreement and the Settlement Date, except that is “contained,” “included” or “stated” each representation and warranty in Section 1 of the Registration Statement or Sales Agreement which makes reference to the Prospectus (and all other references of like importas therein defined) shall be deemed to mean be a representation and include all such financial statements warranty as of the date of the Sales Agreement in relation to the Prospectus, and schedules also a representation and other information that is incorporated by reference warranty as of the date of this Terms Agreement and the Settlement Date in relation to the Prospectus as amended and supplemented to relate to the Purchased Securities. [An amendment to the Registration Statement (as defined in the Sales Agreement), or a supplement to the Prospectus, as the case may be. All references in this Agreement to “supplements” , relating to the Prospectus shall include any supplementsPurchased Securities, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the form heretofore delivered to the Agent outside is now proposed to be filed with the Securities and Exchange Commission.] Subject to the terms and conditions set forth herein and in the Sales Agreement which are incorporated herein by reference, the Company agrees to issue and sell to the Agent and the latter agrees to purchase from the Company the number of shares of the United StatesPurchased Securities at the time and place and at the purchase price set forth in the Schedule hereto. If the foregoing correctly sets forth the is in accordance with your understanding between of our agreement, please sign and return to the Company and the Agent, please so indicate in the space provided below for that purposea counterpart hereof, whereupon this letter shall constitute instrument, along with all counterparts, will become a binding agreement between the Company Agent and the Agent. Very truly yours, AEON BIOPHARMA, INCCompany in accordance with its terms. By: /s/ Mxxx Xxxxx Name: Mxxx Xxxxx Title: President and Chief Executive Officer ACCEPTED Accepted as of the date first-above writtenhereof: LEERINK PARTNERS LLC By: /s/ Pxxxx X. Xxx Name: Pxxxx X. Xxx Title: Head of Alternative Equities From: [ Common Stock, par value $0.0001 per share [·] [TITLE·] [AEON Biopharma, Inc.] Cc: [ ] To: Leerink Partners LLC Subject: Leerink Partners —At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant By wire transfer to the terms and subject to the conditions contained in the Sales Agreement, dated [●], 2024 (the “Agreement”), a bank account specified by and between AEON Biopharma, Inc., a Delaware corporation (the “Company”), and Leerink Partners LLC (“Leerink Partners”), I hereby request on behalf of the Company that Leerink Partners sell up to [ ] shares of Class A common stock, $0.0001 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)same day funds.]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Mxxx Xxxxx Axxx Xxxxxx mx@xxxxxxxxxxxxx.xxx ax@xxxxxxxxxxxxx.xxx Dxx Xxxxx, M.D. Sxxx Xxxx axx@xxxxxxx.xxx
Appears in 1 contract
Samples: At the Market Equity Offering Sales Agreement (Tetralogic Pharmaceuticals Corp)
Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the first and last sentences third sentence of the eighth paragraph and the full tenth paragraph under the heading “Plan of Distribution” in the ATM Prospectus. All references in this Agreement to the Registration Statement, the ATM Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to EXXXXXXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, AEON BIOPHARMA, INC. By: /s/ Mxxx Xxxxx Xxxxxxx Xxxxxxx Name: Mxxx Xxxxx Xxxxxxx Xxxxxxx Title: President and & Chief Executive Financial Officer ACCEPTED as of the date first-above written: LEERINK PARTNERS LLC By: /s/ Pxxxx Xxxxx X. Xxx Name: Pxxxx Xxxxx X. Xxx Title: Head of Alternative Equities From: [ ] [TITLE] [AEON BiopharmaNextCure, Inc.] Inc. Cc: [ ] To: Leerink Partners LLC Subject: Leerink Partners LLC —At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated [●]August 4, 2024 2023 (the “Agreement”), by and between AEON BiopharmaNextCure, Inc., a Delaware corporation (the “Company”), and Leerink Partners LLC (the “Leerink PartnersAgent”), I hereby request on behalf of the Company that Leerink Partners the Agent sell up to [ ] shares of Class A common stock, $0.0001 0.001 par value per share, of the Company (the “Shares”), at a minimum market price of $ $__________ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 4 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Mxxx Xxxxx Axxx Xxxxxx mx@xxxxxxxxxxxxx.xxx ax@xxxxxxxxxxxxx.xxx Dxx XxxxxxxxxxX@xxxxxxxx.xxx, M.D. Sxxx Xxxx axx@xxxxxxx.xxxxxxxxxxx@xxxxxxxx.xxx, XX@xxxxxxxx.xxx
Appears in 1 contract
Samples: Sales Agreement (NextCure, Inc.)
Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the first and last sentences of in the eighth paragraph and the full tenth seventh paragraph under the heading “Plan of Distribution” in the ProspectusProspectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to EXXXXXXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, AEON BIOPHARMA, INC. By: /s/ Mxxx Xxxxx Xxxxxx Xxxx Name: Mxxx Xxxxx Xxxxxx Xxxx Title: President and Chief Executive Officer ACCEPTED as of the date first-above written: LEERINK PARTNERS LLC By: /s/ Pxxxx X. Xxxxx Xxx Name: Pxxxx X. Xxxxx Xxx Title: Head of Alternative Equities Senior Managing Director From: [ ] [TITLE] [AEON Biopharma, Inc.] Xxxxxx Xxxx Chief Executive Officer Context Therapeutics Inc. Cc: [ ] Xxxx Xxxxx, Chief Legal Officer To: Leerink Partners LLC Subject: Leerink Partners —At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated [●]December 2, 2024 (the “Agreement”), by and between AEON Biopharma, Context Therapeutics Inc., a Delaware corporation (the “Company”), and Leerink Partners LLC (“Leerink Partners”), I hereby request on behalf of the Company that Leerink Partners sell up to [ ] shares of Class A common stock, $0.0001 0.001 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Mxxx Xxxxx Axxx Xxxxxx mx@xxxxxxxxxxxxx.xxx ax@xxxxxxxxxxxxx.xxx Dxx Xxxxx, M.D. Sxxx Xxxx axx@xxxxxxx.xxx[***] Xxxxxxx Xxxxxxx ([***]) [***]
Appears in 1 contract
Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the first and last sentences third sentence of the eighth paragraph and the full tenth paragraph under the heading “Plan of Distribution” in the ProspectusProspectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to EXXXXXXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, AEON BIOPHARMA, INC. By: /s/ Mxxx Xxxxx Xxxxxx Xxxxxxx Xxxxxxxx Name: Mxxx Xxxxx Xxxxxx Xxxxxxx Xxxxxxxx Title: President and Chief Executive Financial Officer ACCEPTED as of the date first-above written: LEERINK PARTNERS LLC By: /s/ Pxxxx Xxxxx X. Xxx Name: Pxxxx Xxxxx X. Xxx Title: Head of Alternative Equities From: [ [NAME] [TITLE] [AEON BiopharmaImmunovant, Inc.] Inc. Cc: [ [NAME] To: SVB Leerink Partners LLC Subject: Leerink Partners SVB Leerink—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated [●]January 4, 2024 2021 (the “Agreement”), by and between AEON BiopharmaImmunovant, Inc., a Delaware corporation (the “Company”), and SVB Leerink Partners LLC (“Leerink PartnersSVB Leerink”), I hereby request on behalf of the Company that SVB Leerink Partners sell up to [ ] shares of Class A common stock, $0.0001 par value per share, of the Company (the “Shares”), at a minimum market price of $ $[ ] per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Mxxx Xxxx Xxxxxxxx; xxxx.xxxxxxxx@xxxxxxxxxx.xxx Xxx Xxxxxxxx; xxx.xxxxxxxx@xxxxxxxxxx.xxx Xxx Xxxxx Axxx Xxxxxx mx@xxxxxxxxxxxxx.xxx ax@xxxxxxxxxxxxx.xxx Dxx Xxxxx, M.D. Sxxx Xxxx axx@xxxxxxx.xxxXxxx xxx@xxxxxxxxxx.xxx The Company shall pay SVB Leerink compensation in cash equal to up to 3.0% of the gross proceeds from the sales of Placement Shares pursuant to the terms of the Sales Agreement of which this Schedule 3 forms a part.
Appears in 1 contract
Samples: Sales Agreement (Immunovant, Inc.)
Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the first third and last fourth sentences of the eighth paragraph and the full tenth paragraph under the heading “Plan of Distribution” in the ProspectusProspectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to EXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, AEON BIOPHARMAELOXX PHARMACEUTICALS, INC. By: /s/ Mxxx Xxxxx Sxxxx Xxxxxxxx Name: Mxxx Xxxxx Sxxxx Xxxxxxxx Title: President and Chief Executive Officer ACCEPTED as of the date first-above written: SVB LEERINK PARTNERS LLC By: /s/ Pxxxx X. Xxx Name: Pxxxx X. Xxx Title: Head of Alternative Equities From: [ ] [TITLE] [AEON BiopharmaEloxx Pharmaceuticals, Inc.] Inc. Cc: [ ] To: SVB Leerink Partners LLC Subject: Leerink Partners SVB Leerink—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated September [●], 2024 2021 (the “Agreement”), by and between AEON BiopharmaEloxx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and SVB Leerink Partners LLC (“Leerink PartnersSVB Leerink”), I hereby request on behalf of the Company that SVB Leerink Partners sell up to [ ] shares of Class A common stock, $0.0001 0.01 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Mxxx Xxxxx Axxx Xxxxxx mx@xxxxxxxxxxxxx.xxx ax@xxxxxxxxxxxxx.xxx Dxx Xxxxx, M.D. Sxxx Xxxx axx@xxxxxxx.xxxSxxxx Xxxxxxxx – President and Chief Executive Officer Dxxxxx Xxxxxxx – Interim Chief Financial Officer Jxx Xxxxxxxxxx Pxxxxxx XxXxxxxxx axx@xxxxxxxxxx.xxx
Appears in 1 contract
Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the first and last third sentences of the eighth paragraph and the full tenth seventh paragraph under the heading “Plan of Distribution” in the ProspectusSales Prospectus specifically relating to the Placement Shares. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to EXXXXXXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, AEON BIOPHARMA, INC. By: /s/ Mxxx Xxxxx Xxxxxxxx Name: Mxxx Xxxxx Xxxxxxxx Title: President and Chief Executive Officer ACCEPTED as of the date first-above written: LEERINK PARTNERS LLC By: /s/ Pxxxx X. Xxx Xxxxxxx Xxxxxxxx Name: Pxxxx X. Xxx Xxxxxxx Xxxxxxxx Title: Managing Director, Co-Head of Alternative Equities Healthcare Investment Banking [Signature Page to Sales Agreement] From: [ [Xxxxxxxxx Xxxxxxxx] [TITLEChief Financial Officer] [AEON Biopharma, Inc.] Medicenna Therapeutics Corp. Cc: [ [NAME] To: Leerink Partners LLC Xxxxxxxxxxx & Co. Inc. Subject: Leerink Partners —At Xxxxxxxxxxx & Co.—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated [●]February 17, 2024 2023 (the “Agreement”), by and between AEON Biopharma, Inc.Medicenna Therapeutics Corp., a Delaware Canadian corporation (the “Company”), and Leerink Partners LLC Xxxxxxxxxxx & Co. Inc. (“Leerink PartnersXxxxxxxxxxx & Co.”), I hereby request on behalf of the Company that Leerink Partners Xxxxxxxxxxx & Co. sell up to [ ˜ ] shares of Class A common stockshares, $0.0001 without par value per sharevalue, of the Company (the “Shares”), at a minimum market price of $ US$[ ˜ ] per share[; provided that no more than [ ˜ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 4 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Mxxx Xxxxx Axxx Xxxxxxxx, President and Chief Executive Officer xxxxxxxxx@xxxxxxxxx.xxx Xxxxxxxxx Xxxxxxxx, Chief Financial Officer xxxxxxxxx@xxxxxxxxx.xxx Xxxxxxxx Xxxxxxxx, Chief Development Officer xxxxxxxxx@xxxxxxxxx.xxx Xxxxxx mx@xxxxxxxxxxxxx.xxx ax@xxxxxxxxxxxxx.xxx Dxx XxxxxXxxxxx, M.D. Sxxx Xxxx axx@xxxxxxx.xxxDirector of Finance xxxxxxx@xxxxxxxxx.xxx Xxxxxxxxx Xxxx: Xxxxxxxxx.Xxxx@xxxx.xxx Xxxxxx Xxxxxxx: Xxxxxx.Xxxxxxx@xxxx.xxx XX-XxxxxxXXXXxxxxxxx@xxxx.xxx
Appears in 1 contract
Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the first and last sentences sentence of the eighth paragraph and the full tenth ninth paragraph under the heading “Plan of Distribution” in the ProspectusProspectus Supplement. All references in this Agreement to the Registration Statement, ADS Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to EXXXXXXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement, ADS Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement, ADS Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. #95784421v14 If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, AEON BIOPHARMA, INC. MOLECULAR PARTNERS AG By: /s/ Mxxx Xxxxx Xxxxxxx Xxxxxxxxxx Name: Mxxx Xxxxx Xxxxxxx Xxxxxxxxxx Title: President and Chief Executive Financial Officer ACCEPTED as of the date first-above written: LEERINK PARTNERS LLC By: /s/ Pxxxx Xxxxx X. Xxx Name: Pxxxx Xxxxx X. Xxx Title: Head of Alternative Equities #95784421v14 From: [ [●] [TITLE] [AEON BiopharmaMolecular Partners XX, Inc.] Xxxxxxxxxxx 00, 0000 Xxxxxx-Xxxxxxxxx, Xxxxxxxxxxx Cc: [ [●] To: Leerink Partners SVB Securities LLC Subject: Leerink Partners SVB Securities—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated July [●], 2024 2022 (the “Agreement”), by and between AEON Biopharma, Inc.Molecular Partners AG, a Delaware stock corporation (Aktiengesellschaft) organized under the laws of Switzerland (the “Company”), and Leerink Partners SVB Securities LLC (“Leerink PartnersSVB Securities”), I hereby request on behalf of the Company that Leerink Partners SVB Securities sell up to [ [●] common shares of Class A common stock, $0.0001 par value per share, of the Company with a nominal value of CHF 0.10 each (the “Shares”) to be delivered in the form of American Depositary Shares (the “ADSs”), at a minimum market price of $ per shareADS [; provided that no more than [ ] Shares ADSs shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares ADSs that are the subject of this Placement Notice are sold]. Mxxx Xxxxx Axxx Xxxxxx mx@xxxxxxxxxxxxx.xxx ax@xxxxxxxxxxxxx.xxx Dxx Xxxxx#95784421v14 Xxxxxxx Xxxxxxx, M.D. Sxxx Xxxx axx@xxxxxxx.xxxChief Executive Officer Xxxxxxx Xxxxxxxxxx, Chief Financial Officer
Appears in 1 contract
Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the first and last sentences sentence of the eighth sixth paragraph and the full tenth eighth paragraph under the heading “Plan of Distribution” in the ProspectusProspectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to EXXXXXXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, AEON BIOPHARMA, INCCOMPUGEN LTD. By: /s/ Mxxx Xxxx Xxxxx-Xxxxx Name: Mxxx Xxxx Xxxxx-Xxxxx Title: President and Chief Executive Officer ACCEPTED as of the date first-above written: LEERINK PARTNERS SVB SECURITIES LLC By: /s/ Pxxxx X. Xxx Xxxxx X.Xxx Name: Pxxxx X. Xxx Xxxxx X.Xxx Title: Senior Managing Director - Head of Alternative Equities From: [ ] [TITLE] [AEON Biopharma, Inc.] COMPUGEN LTD. Cc: [ ] To: Leerink Partners SVB Securities LLC Subject: Leerink Partners SVB Securities—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated [●]January 31, 2024 2023 (the “Agreement”), by and between AEON Biopharma, Inc.Compugen Ltd., a Delaware corporation organized under the laws of the State of Israel (the “Company”), and Leerink Partners SVB Securities LLC (“Leerink PartnersSVB Securities”), I hereby request on behalf of the Company that Leerink Partners SVB Securities sell up to [ ] shares of Class A common stockordinary shares, $0.0001 par nominal (par) value NIS 0.01 per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Mxxx Xxxx Xxxxx-Xxxxx Axxx (xxxxxx@xxxx.xxx) Xxxxxxx Xxxxx (xxxxxxxx@xxxx.xxx) With copy to: Xxxxx Xxxxxx mx@xxxxxxxxxxxxx.xxx ax@xxxxxxxxxxxxx.xxx Dxx Xxxxx, M.D. Sxxx Xxxx axx@xxxxxxx.xxx(Xxxxxx@xxxx.xxx)
Appears in 1 contract
Samples: Sales Agreement (Compugen LTD)
Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the first and last sentences third sentence of the eighth paragraph and the full tenth ninth paragraph under the heading “Plan of Distribution” in the ProspectusProspectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to EXXXXXXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, AEON BIOPHARMA, INC. By: /s/ Mxxx Xxxxx Xxxxx Name: Mxxx Xxxxx Xxxxx Title: President and Chief Executive Officer ACCEPTED as of the date first-above written: LEERINK PARTNERS LLC CFO By: /s/ Pxxxx Xxxxx X. Xxx Name: Pxxxx X. Xxx Xxxxx M/ Fry Title: Head of Alternative Alt Equities From: [ [NAME] [TITLE] [AEON BiopharmaAllovir, Inc.] Inc. Cc: [ [NAME] To: SVB Leerink Partners LLC Subject: Leerink Partners SVB Leerink—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated [●]August 6, 2024 2021 (the “Agreement”), by and between AEON BiopharmaAllovir, Inc., a Delaware corporation (the “Company”), and SVB Leerink Partners LLC (“Leerink PartnersSVB Leerink”), I hereby request on behalf of the Company that SVB Leerink Partners sell up to [ ] shares of Class A common stock, $0.0001 par value per share, of the Company (the “Shares”), at a minimum market price of $ $[ ] per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Mxxx Xxxxx Axxx Xxxxxxxx Title: Chief Executive Officer and Director Email: Xxxxx Xxxxx Title: Chief Financial Officer Email: Xxxxxx mx@xxxxxxxxxxxxx.xxx ax@xxxxxxxxxxxxx.xxx Dxx Xxxxx, M.D. Sxxx Xxxx axx@xxxxxxx.xxxXxxxx Xxxxxxx XxXxxxxxx The Company shall pay SVB Leerink compensation in cash equal to up to 3.0% of the gross proceeds from the sales of Placement Shares pursuant to the terms of the Sales Agreement of which this Schedule 3 forms a part.
Appears in 1 contract
Samples: Sales Agreement (Allovir, Inc.)
Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the first and last sentences sentence of the eighth paragraph and the full tenth paragraph under the heading “Plan of Distribution” in the ProspectusProspectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to EXXXXXXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, AEON BIOPHARMA, INC. By: /s/ Mxxx Xxxxx Xxxxxxxx X. Xxxxxx Name: Mxxx Xxxxx Xxxxxxxx X. Xxxxxx Title: President and Chief Executive Officer ACCEPTED as of the date first-above written: LEERINK PARTNERS LLC By: /s/ Pxxxx Xxxxx X. Xxx Name: Pxxxx Xxxxx X. Xxx Title: Head of Alternative Equities From: [ ] [TITLE] [AEON BiopharmaLENSAR, Inc.] INC. Cc: [ ] To: SVB Leerink Partners LLC Subject: Leerink Partners SVB Leerink—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated [●]April 8, 2024 2021 (the “Agreement”), by and between AEON BiopharmaLENSAR, Inc., a Delaware corporation (the “Company”), and SVB Leerink Partners LLC (“Leerink PartnersSVB Leerink”), I hereby request on behalf of the Company that SVB Leerink Partners sell up to [ ] shares of Class A common stock, $0.0001 0.01 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Mxxx Xxxxx Axxx Xxxxxxxx X. Xxxxxx mx@xxxxxxxxxxxxx.xxx ax@xxxxxxxxxxxxx.xxx Dxx Xxxxxx X. Xxxxx, M.D. Sxxx XX Xxxxxxx Xxxxxxxxx Xxxx axx@xxxxxxx.xxxXxxxxx xxx@xxxxxxxxxx.xxx
Appears in 1 contract
Samples: Sales Agreement (LENSAR, Inc.)
Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the first and last sentences third sentence of the eighth paragraph and the full tenth paragraph under the heading “Plan of Distribution” in the ProspectusProspectus Supplement. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to EXXXXXXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, AEON BIOPHARMA, INC. By: /s/ Mxxx Xxxxx Xxxxxxxx, M.D. Name: Mxxx Xxxxx Xxxxxxxx, M.D. Title: President and Chief Executive Officer ACCEPTED as of the date first-above written: LEERINK PARTNERS LLC By: /s/ Pxxxx Xxxxx X. Xxx Name: Pxxxx Xxxxx X. Xxx Title: Head of Alternative Equities From: [ [NAME] [TITLE] [AEON BiopharmaImmunovant, Inc.] Inc. Cc: [ [NAME] To: Leerink Partners LLC Subject: Leerink Partners Partners—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated [●]November 9, 2024 2023 (the “Agreement”), by and between AEON BiopharmaImmunovant, Inc., a Delaware corporation (the “Company”), and Leerink Partners LLC (“Leerink Partners”), I hereby request on behalf of the Company that Leerink Partners sell up to [ ] shares of Class A common stock, $0.0001 par value per share, of the Company (the “Shares”), at a minimum market price of $ $[ ] per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Mxxx Xxxxx Axxx Xxxxxxx Xxxx Xxxxxx mx@xxxxxxxxxxxxx.xxx ax@xxxxxxxxxxxxx.xxx Dxx Xxxxx, M.D. Sxxx Xxx Xxxxx Xxxx axx@xxxxxxx.xxxXxxx The Company shall pay Leerink Partners compensation in cash equal to up to 3.0% of the gross proceeds from the sales of Placement Shares pursuant to the terms of the Sales Agreement of which this Schedule 3 forms a part.
Appears in 1 contract
Samples: Sales Agreement (Immunovant, Inc.)
Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: [the first and last third sentences of the eighth paragraph and the full tenth paragraph paragraph] under the heading “Plan of Distribution” in the ProspectusSales Prospectus specifically relating to the Placement Shares. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to EXXXXXXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. US-DOCS\146024007.2 293740374 v4 If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, AEON BIOPHARMA, INC. By: /s/ Mxxx Xxxxx /s/Xxxxxxx X. Xxxxxxx Name: Mxxx Xxxxx Xxxxxxx X. Xxxxxxx Title: President and Chief Executive Officer ACCEPTED as of the date first-above written: LEERINK PARTNERS LLC By: /s/ Pxxxx X. /s/Xxxxx Xxx Name: Pxxxx X. Xxxxx Xxx Title: Head of Alternative Equities Senior Managing Director [Signature Page to Sales Agreement] 293740374 v4 From: [ [NAME] [TITLE] [AEON BiopharmaReneo Pharmaceuticals, Inc.] Inc. Cc: [ [NAME] To: Leerink Partners LLC Subject: Leerink Partners Partners—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated November [●13], 2024 2023 (the “Agreement”), by and between AEON BiopharmaReneo Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Leerink Partners LLC (“Leerink Partners”), I hereby request on behalf of the Company that Leerink Partners sell up to [ ] shares of Class A common stock, $0.0001 par value per share, of the Company (the “Shares”), at a minimum market price of $ $[ ] per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. Mxxx US-DOCS\146024007.2 293740374 v4 Xxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxx (xxxxxx.xxxxxxxxx@xxxxxxx.xxx) Xxx Xxxxx Axxx Xxxxxx mx@xxxxxxxxxxxxx.xxx ax@xxxxxxxxxxxxx.xxx Dxx Xxxxx, M.D. Sxxx Xxxx axx@xxxxxxx.xxx(xxx.xxxxx@xxxxxxx.xxx) US-DOCS\146024007.2 293740374 v4
Appears in 1 contract
Agent’s Information. As used in this Agreement, “Agent’s Information” means solely the following information in the Registration Statement and the Prospectus: the first and last third sentences of the eighth seventh paragraph and the full tenth ninth paragraph under the heading “Plan of Distribution” in the ProspectusSales Prospectus specifically relating to the Placement Shares. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to EXXXXXXXXX. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to “supplements” to the Prospectus shall include any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, AEON BIOPHARMA, INC. By: /s/ Mxxx Xxxxx Xxxxxxxx Name: Mxxx Xxxxx Xxxxxxxx Title: President and Chief Executive Officer ACCEPTED as of the date first-above written: LEERINK PARTNERS LLC By: /s/ Pxxxx X. Xxx Xxxxxxx Xxxxxxxx Name: Pxxxx X. Xxx Xxxxxxx Xxxxxxxx Title: Managing Director, Co-Head of Alternative Equities Healthcare Investment Banking From: [ [NAME] [TITLE] [AEON BiopharmaEloxx Pharmaceuticals, Inc.] Inc. Cc: [ [NAME] To: Leerink Partners LLC Xxxxxxxxxxx & Co. Inc. Subject: Leerink Partners —At Xxxxxxxxxxx & Co.—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated [●]MONTH DAY, 2024 YEAR] (the “Agreement”), by and between AEON BiopharmaEloxx Pharmaceuticals, Inc., a Delaware corporation Inc. (the “Company”), and Leerink Partners LLC Xxxxxxxxxxx & Co. Inc. (“Leerink PartnersXxxxxxxxxxx & Co.”), I hereby request on behalf of the Company that Leerink Partners Xxxxxxxxxxx & Co. sell up to [ ] shares of Class A common stock, $0.0001 0.01 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share[; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATEMONTH DAY, YEAR] [until all Shares that are the subject of this Placement Notice are sold]. Mxxx Xxxxx Axxx Xxxxxxxx: [ * * * ] Xxxxxx mx@xxxxxxxxxxxxx.xxx ax@xxxxxxxxxxxxx.xxx Dxx Xxxxx, M.D. Sxxx Xxxx axx@xxxxxxx.xxxXxxxxxx: [ * * * ] Xxxxxxxxx Xxxx: [ * * * ] Xxxxxx Xxxxxxx: [ * * * ] [ * * * ]
Appears in 1 contract