SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 4th, 2023 • GT Biopharma, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December ____, 2022, between GT Biopharma, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
EXHIBIT 99.4 ------------ REGISTRATION RIGHTS AGREEMENT ----------------------------- REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 10, 1996 by and among OXIS INTERNATIONAL, INC., a Delaware corporation, with headquarters...Registration Rights Agreement • December 30th, 1996 • Oxis International Inc • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 26th, 2006 • Oxis International Inc • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 25, 2006, among Oxis International, Inc., a Delaware corporation (the “Company”) and the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
This Executive Employment Agreement ("Agreement"), is entered into as of --------- April 3, 2000, by and between OXIS International, Inc., its affiliated, related, parent or subsidiary corporations (the "Company") located at 6040 N. ------- Cutter...Executive Employment Agreement • August 14th, 2000 • Oxis International Inc • Pharmaceutical preparations • Oregon
COMMON STOCK PURCHASE WARRANT GT Biopharma, Inc.Security Agreement • May 23rd, 2024 • GT Biopharma, 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 May __, 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _____________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from GT Biopharma, Inc., a Delaware 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).
3. Consulting Related Compensation. So long as Employee has not ------------------------------- commenced full time employment at another organization, during the Consultation Period the Company shall pay the Employee the amount of $15,416.67 per...Consulting Agreement • May 15th, 1998 • Oxis International Inc • Pharmaceutical preparations • Oregon
BACKGROUND ----------Security Agreement • November 4th, 1996 • Oxis International Inc • Pharmaceutical preparations • Delaware
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 23rd, 2024 • GT Biopharma, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 20, 2024, between GT Biopharma, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Exhibit 10.1 ------------ REGISTRATION RIGHTS AGREEMENT ----------------------------- This Registration Right Agreement ("Agreement") is made as of this _________ day of ______________, 2000, by and among OXIS International, Inc., a Delaware...Registration Rights Agreement • March 23rd, 2000 • Oxis International Inc • Pharmaceutical preparations • Oregon
AGREEMENT ---------Share Exchange Agreement • January 15th, 1998 • Oxis International Inc • Pharmaceutical preparations • Oregon
EXHIBIT 10(C) RIDER TO SUBLEASE AGREEMENT --------------------------- Rider to SUBLEASE AGREEMENT (the "Lease") dated February 19, 1999 by and between CAL- CHIP ELECTRONICS, INC., a Pennsylvania corporation ("Landlord") and OXIS INSTRUMENTS, INC., a...Sublease Agreement • May 14th, 1999 • Oxis International Inc • Pharmaceutical preparations • Pennsylvania
RECITALS --------Stock Option Agreement • November 20th, 1995 • Oxis International Inc • Pharmaceutical preparations • California
1.2.1 All rights, title and interest of Seller in and to the contracts and agreements listed on Schedule 4.5 attached hereto (collectively, ------------ the "Contracts") relating to the operation of the TDM Business;Asset Purchase Agreement • July 13th, 1999 • Oxis International Inc • Pharmaceutical preparations • Oregon
Exhibit 99.2 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of October 11, 1996 by and among OXIS INTERNATIONAL, INC., a Delaware corporation, with headquarters located at 6040 N. Cutter Circle, Suite 317,...Securities Purchase Agreement • November 4th, 1996 • Oxis International Inc • Pharmaceutical preparations • Delaware
Exhibit 99.5 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of October 11, 1996 by and among OXIS INTERNATIONAL, INC., a Delaware corporation, with headquarters located at 6040 N. Cutter Circle, Suite 317,...Registration Rights Agreement • November 4th, 1996 • Oxis International Inc • Pharmaceutical preparations • New York
Exhibit 99.4 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF OCTOBER...Warrant Agreement • November 4th, 1996 • Oxis International Inc • Pharmaceutical preparations • Delaware
PRE-FUNDED COMMON STOCK PURCHASE WARRANT GT Biopharma, Inc.Pre-Funded Common Stock Purchase Warrant • January 4th, 2023 • GT Biopharma, 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”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from GT Biopharma, Inc., a Delaware 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 GT Biopharma, Inc.Common Stock Purchase Warrant • January 4th, 2023 • GT Biopharma, 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 July ____, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on July ____, 20281 (the “Termination Date”) but not thereafter, to subscribe for and purchase from GT Biopharma, Inc., a Delaware 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 9th, 2021 • GT Biopharma, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of_______, 2020, between GT Biopharma, Inc., a Delaware corporation and includes any successor Company thereto (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
EXHIBIT 10(A) AGREEMENT OF SALE ----------------- THIS AGREEMENT is made as of this 2nd day of December, 1998, by and between OXIS INSTRUMENTS, INC., a Pennsylvania corporation with its registered office located at 55 Steam Whistle Drive, Ivyland,...Agreement of Sale • May 14th, 1999 • Oxis International Inc • Pharmaceutical preparations • Pennsylvania
10% SENIOR CONVERTIBLE DEBENTURE DUE JUNE 30, 2017Convertible Security Agreement • January 13th, 2017 • Oxis International Inc • Pharmaceutical preparations • New York
THIS 10% SENIOR CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 10% Senior Convertible Debentures of OXIS International, Inc., a Delaware corporation, (the "Company"), having its principal place of business at 100 South Ashley Drive, Suite 600, Tampa, FL 33602, designated as its 10% Senior Convertible Debenture due June 30, 2017 (this debenture, the "Debenture" and, collectively with the other debentures of such series, the "Debentures").
COMMON STOCK PURCHASE WARRANTSecurities Agreement • January 13th, 2017 • Oxis International 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 the close of business on the five (5) year anniversary of the date that the Company has reserved from its authorized and unissued shares of Common Stock such aggregate number of shares of Common Stock issuable upon the exercise in full of this Warrant (the "Termination Date") but not thereafter, to subscribe for and purchase from OXIS International, Inc., a Delaware corporation (the "Company"), up to __________ shares (as subject to adjustment hereunder, the "Warrant Shares") of Common Stock; provided, however, in the event that the number of shares of Common Stock reserved for the issuance of the Warrant Shares is less than the maximum number of Warran
SECURITY AGREEMENTSecurity Agreement • October 26th, 2006 • Oxis International Inc • Pharmaceutical preparations • New York
This SECURITY AGREEMENT, dated as of October 25, 2006 (this “Agreement”), is among Oxis International, Inc., a Delaware corporation (the “Company”), the Subsidiaries of the Company signatory hereto (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s Original Issue Discount Secured Convertible Debentures due October 25, 2008 and issued on October 25, 2006 in the original aggregate principal amount of $[_____ (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • May 23rd, 2024 • GT Biopharma, Inc. • Pharmaceutical preparations • New York
EXHIBIT 99.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement ("Agreement") is made as of this ___ day of _________, 1998, by and among OXIS International, Inc., a Delaware corporation (the "Company"), and the investors in the common...Registration Rights Agreement • July 6th, 1998 • Oxis International Inc • Pharmaceutical preparations
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT GT Biopharma, Inc.Placement Agent Common Stock Purchase Warrant • January 4th, 2023 • GT Biopharma, Inc. • Pharmaceutical preparations
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 July 4, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 30, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from GT Biopharma, Inc., a Delaware 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). This Warrant is issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of December 19, 2022.
CONVERTIBLE NOTE DUE [ ]Convertible Security Agreement • February 9th, 2021 • GT Biopharma, Inc. • Pharmaceutical preparations • New York
THIS CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of GT BIOPHARMA, INC., a Delaware corporation, (the “Borrower”), having its principal place of business at 9350 Wilshire Blvd, Suite 203, Beverly Hills, CA 90212, due [ ] (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
SHARES OF COMMON STOCK COMMON WARRANTS TO PURCHASE _____ SHARES OF COMMON STOCK AND ____ PRE-FUNDED WARRANTS GT BIOPHARMA, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 8th, 2021 • GT Biopharma, Inc. • Pharmaceutical preparations • New York
The undersigned, GT BIOPHARMA, INC., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of GT BIOPHARMA, 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 ROTH CAPITAL PARTNERS, 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 AGREEMENTRegistration Rights Agreement • May 15th, 2020 • GT Biopharma, Inc. • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of ____2020, by and among GT Biopharma, Inc., a Delaware corporation, with headquarters located at 9350 Wilshire Blvd, Suite 203, Beverly Hills, CA 90212 (the "Company"), and the investors listed on the Schedule of Purchasers attached hereto (each, a "Purchaser" and collectively, the "Purchasers").
FORM OF WARRANT] GT BIOPHARMA, INC. Warrant To Purchase Common StockWarrant Agreement • February 2nd, 2021 • GT Biopharma, Inc. • Pharmaceutical preparations • New York
GT Biopharma, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ______________, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), the number of fully paid non-assessable shares of Common Stock set forth above, subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 17.
EXHIBIT 99.5 ------------ THIS WARRANT MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT AS SPECIFIED IN SECTION 11 HEREOF. NEITHER THE RIGHTS REPRESENTED BY THIS WARRANT NOR THE SHARES ISSUABLE UPON THE EXERCISE HEREOF (COLLECTIVELY, THE...Warrant Agreement • December 30th, 1996 • Oxis International Inc • Pharmaceutical preparations • Oregon
b) Subject to the terms and conditions of this Agreement, the Company shall sell, and the Investors shall purchase, an aggregate of 642,583 shares of Series B Preferred Stock (the "Preferred Shares"). Each Investor agrees severally to purchase, and...Series B Preferred Stock Purchase Agreement • November 14th, 1995 • Oxis International Inc • Pharmaceutical preparations • Delaware
This Factoring Agreement (the "Agreement) is made on the SIXTH day of SEPTEMBER, 1996, by and between Silicon Valley Financial Services (a division of Silicon Valley Bank) ("Buyer") having a place of business at the address specified above and OXIS...Factoring Agreement • March 31st, 1997 • Oxis International Inc • Pharmaceutical preparations • California
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 10th, 2005 • Oxis International Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this "Agreement") is dated as of December 30, 2004, among Oxis International, Inc., a Delaware corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers"); and
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF REORGANIZATION AND MERGERAgreement and Plan of Reorganization and Merger • March 29th, 1996 • Oxis International Inc • Pharmaceutical preparations
