Apricus Biosciences, Inc. Sample Contracts

LEASE Between TRAFALGAR HOUSE REAL ESTATE, a division of TRAFALGAR HOUSE PROPERTY, INC. Landlord, and
Lease Agreement • May 15th, 1998 • Nexmed Inc • Pharmaceutical preparations • New Jersey
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RECITALS
Purchase Agreement • August 14th, 2002 • Nexmed Inc • Pharmaceutical preparations • New York
A WARRANT
Warrant Agreement • December 23rd, 2004 • Nexmed Inc • Pharmaceutical preparations • New York
COMMON STOCK PURCHASE WARRANT SEELOS THERAPEUTICS, INC.
Common Stock Purchase Warrant • July 12th, 2024 • Seelos Therapeutics, Inc. • Pharmaceutical preparations • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Stockholder Approval Date (as defined below) (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is [the five (5) year anniversary]/[eighteen (18) month anniversary] of the Stockholder Approval Date, provided that, if such date is not a Trading Day, the date that is the immediately following Trading Day (the “Termination Date”), but not thereafter, to subscribe for and purchase from Seelos Therapeutics, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock (as defined herein). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Pric

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 25th, 2023 • Seelos Therapeutics, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of September 21, 2023, between Seelos Therapeutics, Inc. a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

WARRANT to Purchase Common Stock of NEXMED, INC. Expiring July 27, 2003
Warrant Agreement • July 19th, 2002 • Nexmed Inc • Pharmaceutical preparations • New York
FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 21st, 2018 • Apricus Biosciences, Inc. • Pharmaceutical preparations

This Registration Rights Agreement (this “Agreement”) is made and entered into as of September ___, 2018, between Apricus Biosciences, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

RECITALS
Purchase Agreement • January 13th, 2004 • Nexmed Inc • Pharmaceutical preparations • New York
RECITALS
Stock Purchase Agreement • March 16th, 2000 • Nexmed Inc • Pharmaceutical preparations • Hong Kong
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 21st, 2018 • Apricus Biosciences, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of September 20, 2018, between Apricus Biosciences, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

SEELOS THERAPEUTICS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of , 20 Debt Securities
Indenture • December 15th, 2020 • Seelos Therapeutics, Inc. • Pharmaceutical preparations • New York

INDENTURE, dated as of , 20 , by and between SEELOS THERAPEUTICS, INC., a Nevada corporation (the "Company"), and [TRUSTEE], as trustee (the "Trustee"):

B WARRANT
Warrant Agreement • December 23rd, 2004 • Nexmed Inc • Pharmaceutical preparations • New York
PRE-FUNDED COMMON STOCK PURCHASE WARRANT seelos therapeutics, inc.
Pre-Funded Common Stock Purchase Warrant • May 21st, 2024 • Seelos Therapeutics, Inc. • Pharmaceutical preparations

THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Seelos Therapeutics, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

COMMON STOCK PURCHASE WARRANT seelos therapeutics, inc.
Common Stock Purchase Warrant • May 21st, 2024 • Seelos Therapeutics, Inc. • Pharmaceutical preparations

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on May 21, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Seelos Therapeutics, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

OPEN MARKET SALE AGREEMENTSM
Open Market Sale Agreement • May 12th, 2022 • Seelos Therapeutics, Inc. • Pharmaceutical preparations • New York
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT SEELOS THERAPEUTICS, INC.
Securities Agreement • July 12th, 2024 • Seelos Therapeutics, Inc. • Pharmaceutical preparations • New York

THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Stockholder Approval Date (as defined below) (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the five (5) year anniversary of the Stockholder Approval Date, provided that, if such date is not a Trading Day, the date that is the immediately following Trading Day (the “Termination Date”), but not thereafter, to subscribe for and purchase from Seelos Therapeutics, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock (as defined herein). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Sec

UNDERWRITING AGREEMENT between SEELOS THERAPEUTICS, INC. and TITAN PARTNERS GROUP LLC, A DIVISION OF AMERICAN CAPITAL PARTNERS, LLC as Representative of the Several Underwriters SEELOS THERAPEUTICS, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • November 30th, 2023 • Seelos Therapeutics, Inc. • Pharmaceutical preparations • New York

The undersigned, Seelos Therapeutics, Inc., a corporation formed under the laws of the State of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Seelos Therapeutics, Inc. the “Company”), hereby confirms its agreement (this “Agreement”) with Titan Partners Group, LLC, a division of American Capital Partners, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

15,243,903 Shares SEELOS THERAPEUTICS, Inc. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • January 26th, 2021 • Seelos Therapeutics, Inc. • Pharmaceutical preparations • New York
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7,500,000 SHARES OF COMMON STOCK OF SEELOS THERAPEUTICS, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • March 12th, 2020 • Seelos Therapeutics, Inc. • Pharmaceutical preparations • New York

The Benchmark Company, LLC As the Representative of the Several underwriters, if any, named in Schedule I hereto c/o The Benchmark Company, LLC 150 East 58th Street, 17th Floor New York, New York 10155

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • May 21st, 2024 • Seelos Therapeutics, Inc. • Pharmaceutical preparations • New York
Contract
Warrant Agreement • October 20th, 2014 • Apricus Biosciences, Inc. • Pharmaceutical preparations • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 21st, 2024 • Seelos Therapeutics, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of May 16, 2024, between Seelos Therapeutics, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

COMMON STOCK AND WARRANT PURCHASE AGREEMENT
Common Stock and Warrant Purchase Agreement • June 25th, 2004 • Nexmed Inc • Pharmaceutical preparations • New York
COMMON STOCK PURCHASE WARRANT SEELOS THERAPEUTICS, INC.
Common Stock Purchase Agreement • January 30th, 2024 • Seelos Therapeutics, Inc. • Pharmaceutical preparations • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, __________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on January 30, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Seelos Therapeutics, Inc., a Nevada corporation (the “Company”), up to __________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • October 20th, 2014 • Apricus Biosciences, Inc. • Pharmaceutical preparations

THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of October 17, 2014 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), and APRICUS BIOSCIENCES, INC., a Nevada corporation, NEXMED (U.S.A.), INC., a Delaware corporation, NEXMED HOLDINGS, INC., a Delaware corporation and APRICUS PHARMACEUTICALS USA, INC., a Delaware corporation, each with offices located at 11975 El Camino Real, Suite 300, San Diego,

COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • July 6th, 2016 • Apricus Biosciences, Inc. • Pharmaceutical preparations • Nevada

COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of July 5, 2016 by and between APRICUS BIOSCIENCES, INC., a Nevada corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.

SHARES OF COMMON STOCK AND _____________ WARRANTS OF APRICUS BIOSCIENCES, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • April 20th, 2017 • Apricus Biosciences, Inc. • Pharmaceutical preparations • New York

The undersigned, Apricus Biosciences, Inc., a company incorporated under the laws of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Apricus Biosciences, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which H.C. Wainwright & Co., LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 6th, 2016 • Apricus Biosciences, Inc. • Pharmaceutical preparations • Nevada

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 5, 2016, by and between APRICUS BIOSCIENCES, INC., a Nevada corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

SEELOS THERAPEUTICS, INC. EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • June 18th, 2019 • Seelos Therapeutics, Inc. • Pharmaceutical preparations • New York

As further set forth in this agreement (this "Agreement"), Seelos Therapeutics, Inc., a company organized under the laws of Nevada (the "Company"), proposes to issue and sell from time to time through Piper Jaffray & Co. (the "Agent"), as sales agent, shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), having an aggregate offering price of up to $50,000,000 (such shares of Common Stock to be sold pursuant to this Agreement, the "Shares") on terms set forth herein. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in Section 2 of this Agreement on the number of Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance.

INDEMNITY AGREEMENT
Indemnity Agreement • August 31st, 2018 • Apricus Biosciences, Inc. • Pharmaceutical preparations • Delaware

This Indemnity Agreement (this “Agreement”) dated as of July 8, 2016, is made by and between Seelos Therapeutics, Inc., a Delaware corporation (the “Company”), and Raj Mehra (“Indemnitee”).

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