SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 21st, 2020 • Oncternal Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 17, 2020, between Oncternal Therapeutics, 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”).
GTX, INC. COMMON STOCK (PAR VALUE $0.001 PER SHARE)Underwriting Agreement • January 15th, 2004 • GTX Inc/Tn • Pharmaceutical preparations • New York
EXHIBIT 4.5 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of August 7, 2003 among GTX, INC., a Tennessee corporation (the "Company"), and MEMPHIS BIOMED VENTURES I,...Registration Rights Agreement • October 15th, 2003 • GTX Inc/Tn • Tennessee
RECITALSIndemnification Agreement • December 22nd, 2003 • GTX Inc/Tn • Pharmaceutical preparations • Delaware
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT ONCTERNAL THERAPEUTICS, INC.Security Agreement • May 21st, 2020 • Oncternal Therapeutics, 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 the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on May 19, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Oncternal Therapeutics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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 letter, dated as of May 15, 2020, by and between the Company and H.C. Wainwright & Co., LLC.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 21st, 2020 • Oncternal Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 19, 2020, between Oncternal Therapeutics, 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 10.28 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is made and entered into as of January 1, 2005 (the "Effective Date") by and between GTX, INC., located at 3 North Dunlap, 3rd Floor, Memphis, Tennessee 38163 (the...Employment Agreement • July 27th, 2005 • GTX Inc /De/ • Pharmaceutical preparations • Tennessee
L E A S ELease • October 15th, 2003 • GTX Inc/Tn
EXHIBIT 4.3 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of August 7, 2003 among GTX, INC., a Tennessee corporation (the "Company") and ORACLE PARTNERS, L.P., a...Registration Rights Agreement • October 15th, 2003 • GTX Inc/Tn • New York
SUBLEASESublease • July 27th, 2005 • GTX Inc /De/ • Pharmaceutical preparations • Tennessee
EXHIBIT 10.8 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is made and entered into as of October 1, 2003 (the "Effective Date") by and between GTx, INC., located at 3 North Dunlap, 3rd Floor, Memphis, Tennessee 38163 (the...Employment Agreement • October 15th, 2003 • GTX Inc/Tn • Tennessee
GTx, INC. and ________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF ________Preferred Stock Warrant Agreement • December 26th, 2007 • GTX Inc /De/ • Pharmaceutical preparations • New York
Preferred Stock Warrant Agreement (this “Agreement”), dated as of between GTx, Inc., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
EXHIBIT 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is made and entered into as of August 26, 2005 (the "Effective Date") by and between GTX, INC., located at 3 North Dunlap, Memphis, Tennessee 38163 (the "Employer"), and...Employment Agreement • September 8th, 2005 • GTX Inc /De/ • Pharmaceutical preparations • Tennessee
GTx, INC. and , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OFCommon Stock Warrant Agreement • May 12th, 2014 • GTX Inc /De/ • Pharmaceutical preparations • New York
This COMMON STOCK WARRANT AGREEMENT (this “Agreement”) is dated as of between GTx, Inc., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • December 17th, 2021 • Oncternal Therapeutics, Inc. • Pharmaceutical preparations • New York
EXHIBIT 10.11 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is made and entered into as of October 1, 2003 (the "Effective Date") by and between GTx, INC., located at 3 North Dunlap, 3rd Floor, Memphis, Tennessee 38163 (the...Employment Agreement • October 15th, 2003 • GTX Inc/Tn • Tennessee
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT ONCTERNAL THERAPEUTICS, INC.Placement Agent Common Stock Purchase Warrant • July 21st, 2020 • Oncternal Therapeutics, 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 the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on July 17, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Oncternal Therapeutics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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 letter, dated as of May 15, 2020, by and between the Company and H.C. Wainwright & Co., LLC.
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 16th, 2020 • Oncternal Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 20 by and between Oncternal Therapeutics, Inc., a Delaware corporation (the “Company”), and , [a member of the Board of Directors/ an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
GTx, INC. and ________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF ________Debt Securities Warrant Agreement • December 26th, 2007 • GTX Inc /De/ • Pharmaceutical preparations • New York
Debt Securities Warrant Agreement (this “Agreement”), dated as of between GTx, Inc., a Delaware corporation (the “Company”) and ________, a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
COMMON STOCK PURCHASE WARRANT ONCTERNAL THERAPEUTICS, INC.Common Stock Purchase Agreement • May 21st, 2020 • Oncternal 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on November 21, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Oncternal Therapeutics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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 ONCTERNAL THERAPEUTICS, INC.Common Stock Purchase Warrant • July 21st, 2020 • Oncternal 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on January 21, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Oncternal Therapeutics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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).
16,666,667 Shares ONCTERNAL THERAPEUTICS, INC. Common Stock AMENDED AND RESTATED UNDERWRITING AGREEMENTUnderwriting Agreement • December 11th, 2020 • Oncternal Therapeutics, Inc. • Pharmaceutical preparations • New York
Oncternal Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of 16,666,667 shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”). The respective amount of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 2,495,000 shares (the “Option Shares”) of Common Stock from the Company for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The Firm Shares and the Option Shares are collectively called the “Shares.” This Amended and Restated Underwriting Agreement amends, restates and
GTX, INC. Common Stock ($0.001 par value per share) AT-THE-MARKET EQUITY OFFERING SALES AGREEMENTAt-the-Market Equity Offering Sales Agreement • February 9th, 2018 • GTX Inc /De/ • Pharmaceutical preparations • New York
GTx, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time to or through Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus”), as sales agent and/or principal (“Agent”), shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), having an aggregate offering price of up to $50,000,000.00 on the terms set forth in Section 2 of this At-The-Market Equity Offering Sales Agreement (the “Agreement”). The Company agrees that whenever it determines to sell Shares directly to the Agent as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement.
UNDERWRITER COMMON STOCK PURCHASE WARRANT ONCTERNAL THERAPEUTICS, INC.Underwriter Common Stock Purchase Warrant • December 11th, 2020 • Oncternal Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS UNDERWRITER 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 9, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Oncternal Therapeutics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock, as defined in Section 1 herein. 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 being issued pursuant to the Underwriting Agreement, as defined in Section 1 herein.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among:Merger Agreement • March 7th, 2019 • GTX Inc /De/ • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of March 6, 2019, by and among GTx, Inc., a Delaware corporation (“Parent”) Grizzly Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Oncternal Therapeutics, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 29th, 2017 • GTX Inc /De/ • Pharmaceutical preparations • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of September 25, 2017, between GTx, Inc., a Delaware corporation (the “Company”), and each purchaser identified on Exhibit A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
OFFICE LEASE by and between COGNAC DEL MAR OWNER II LLC, a Delaware limited liability company (“Landlord”) and ONCTERNAL THERAPEUTICS, INC.,Office Lease • May 6th, 2021 • Oncternal Therapeutics, Inc. • Pharmaceutical preparations • California
GTX, INC.Exclusive License Agreement • October 15th, 2003 • GTX Inc/Tn • Tennessee
STRICTLY CONFIDENTIAL Oncternal Therapeutics, Inc. 12230 El Camino Real Suite 300 San Diego, California 92130 Attn: James B. Breitmeyer, M.D., Ph.D., President and Chief Executive OfficerExclusive Agency Agreement • March 12th, 2021 • Oncternal Therapeutics, Inc. • Pharmaceutical preparations • New York
This letter agreement (this “Agreement”) constitutes the agreement between Oncternal Therapeutics, Inc. (the “Company”) and H.C. Wainwright & Co., LLC (“Wainwright”), that Wainwright shall serve as the exclusive agent, advisor or underwriter in any offering (each, an “Offering”) of securities of the Company (the “Securities”) during the Term (as hereinafter defined) of this Agreement. The terms of each Offering and the Securities issued in connection therewith shall be mutually agreed upon by the Company and Wainwright and nothing herein implies that Wainwright would have the power or authority to bind the Company and nothing herein implies that the Company shall have an obligation to issue any Securities. It is understood that Wainwright’s assistance in an Offering will be subject to the satisfactory completion of such investigation and inquiry into the affairs of the Company as Wainwright deems appropriate under the circumstances and to the receipt of all internal approvals of Wainwr
ContractWarrant Agreement • March 12th, 2014 • GTX Inc /De/ • Pharmaceutical preparations • Delaware
NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, PURSUANT TO REGISTRATION OR QUALIFICATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. THIS WARRANT IS SUBJECT TO THE TRANSFER RESTR
EMPLOYMENT AGREEMENTEmployment Agreement • March 24th, 2017 • GTX Inc /De/ • Pharmaceutical preparations • Tennessee
This Employment Agreement (this “Agreement”) is made and entered into as of January 6, 2017 (the “Effective Date”) by and between GTx, Inc., located at 175 Toyota Plaza, 7th Floor, Memphis, Tennessee 38103 (the “Employer”), and JASON SHACKELFORD (the “Employee”), residing at 2188 Wentworth Lane, Germantown, Tennessee 38139.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 3rd, 2009 • GTX Inc /De/ • Pharmaceutical preparations • Tennessee
This Amended and Restated Employment Agreement (this “Agreement”) is made and entered into as of November 10, 2008 (the “Effective Date”) by and between GTx, Inc., located at 3 North Dunlap, 3rd Floor, Memphis, Tennessee 38163 (the “Employer”), and RONALD ALVIN MORTON, Jr., M.D. (the “Employee”), residing at 1588 Kirby Parkway, Memphis, Tennessee 38120.
VOTING AGREEMENTVoting Agreement • March 7th, 2019 • GTX Inc /De/ • Pharmaceutical preparations • Delaware
This VOTING AGREEMENT (this “Agreement”) is entered into as of March , 2019, among GTX, Inc., a Delaware corporation (“Parent”), Oncternal Therapeutics, Inc., a Delaware corporation (the “Company”) and the undersigned (the “Stockholder”).
ONCTERNAL THERAPEUTICS, INC. STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • April 8th, 2019 • GTX Inc /De/ • Pharmaceutical preparations • Delaware
Oncternal Therapeutics, Inc. (the “Company”), pursuant to its 2015 Equity Incentive Plan (the “Plan”), hereby grants to Participant an Option to purchase the number of shares of the Company’s Common Stock (referred to herein as “Shares”) set forth below. This Option is subject to all of the terms and conditions as set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Stock Option Grant Notice (“Grant Notice”) and the Agreement.
SUBLEASESublease • October 15th, 2003 • GTX Inc/Tn
