Lipella Pharmaceuticals Inc. Sample Contracts
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 1st, 2024 • Lipella Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 31, 2024, between Lipella Pharmaceuticals 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”).
Standard Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 26th, 2023 • Lipella Pharmaceuticals Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 23, 2023, by and between Lipella Pharmaceuticals Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT lipella pharmaceuticals inc.Security Agreement • August 1st, 2024 • Lipella Pharmaceuticals 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 31, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Lipella Pharmaceuticals 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 letter, dated as of July 31, 2024, as amended, by and between the Company and H.C. Wainwright & Co., LLC.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 26th, 2023 • Lipella Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 23, 2023, between Lipella Pharmaceuticals 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”).
LIPELLA PHARMACEUTICALS INC. FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • November 28th, 2022 • Lipella Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [●] (the “Effective Date”), by and between Lipella Pharmaceuticals Inc., a Delaware corporation (the “Company”), and [●] (the “Indemnitee”).
PREFUNDED COMMON STOCK PURCHASE WARRANT lipella pharmaceuticals inc.Common Stock Purchase Warrant • August 1st, 2024 • Lipella Pharmaceuticals Inc. • Pharmaceutical preparations
THIS PREFUNDED 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”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Lipella Pharmaceuticals 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).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Lipella Pharmaceuticals Inc.Placement Agent Common Stock Agreement • October 26th, 2023 • Lipella Pharmaceuticals 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 October 26, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Lipella Pharmaceuticals 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 October 20, 2023, as amended, by and between the Company and H.C. Wainwright & Co., LLC.
PRE-FUNDED COMMON STOCK PURCHASE WARRANT Lipella Pharmaceuticals Inc.Pre-Funded Common Stock Agreement • October 26th, 2023 • Lipella Pharmaceuticals 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 set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Lipella Pharmaceuticals 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).
EMPLOYMENT AGREEMENTEmployment Agreement • November 28th, 2022 • Lipella Pharmaceuticals Inc • Pharmaceutical preparations • Pennsylvania
This Employment Agreement (the “Agreement”) is made and entered into on November 9, 2022, but effective as of November 1, 2022 (such effective date, the “Effective Date”), by and between Doug Johnston (the “Executive”) and LIPELLA PHARMACEUTICALS INC., a Delaware corporation (the “Company”).
LIPELLA PHARMACEUTICALS INC. UNDERWRITING AGREEMENTUnderwriting Agreement • December 13th, 2022 • Lipella Pharmaceuticals Inc • Pharmaceutical preparations • New York
STRICTLY CONFIDENTIAL Lipella Pharmaceuticals Inc.Underwriting Agreement • August 1st, 2024 • Lipella Pharmaceuticals Inc. • Pharmaceutical preparations • New York
Irrevocable Proxy and Power of AttorneyConsulting Agreement • January 3rd, 2025 • Lipella Pharmaceuticals Inc. • Pharmaceutical preparations
Pursuant to that certain (i) consulting agreement and advisory agreement, by and between Lipella Pharmaceuticals Inc., a Delaware corporation (the “Corporation”), and Spartan Capital Securities, LLC, including any designee thereof (“Spartan”), dated as of December 5, 2024, as amended by that certain Amendment to Consulting Agreement and Placement Agent Agreement (the “Amendment”), dated December 10, 2024 (the “Consulting Agreement”), the Corporation is obligated to issue to Spartan up to 1,050,000 shares (“Consultant Shares”) of Series C Convertible Preferred Stock, par value $0.0001 per share, of the Corporation (the “Series C Preferred Stock”), convertible into up to 1,050,000 shares (“Conversion Shares”) of common stock, par value $0.0001 per share, of the Corporation (the “Common Stock”) in consideration for advisory and consultant services that have been and will be rendered by Spartan and (ii) placement agent agreement, dated December 5, 2024, as amended the Amendment, by and bet
AFFILIATE STOCK PURCHASE AGREEMENTAffiliate Stock Purchase Agreement • March 15th, 2024 • Lipella Pharmaceuticals Inc. • Pharmaceutical preparations
This Affiliate Stock Purchase Agreement (this “Agreement”), is made as of March 13, 2024, by and between Lipella Pharmaceuticals Inc., a Delaware corporation (the “Company”), and Michael Chancellor (the “Purchaser”).
LIPELLA PHARMACEUTICALS INC. Amended and Restated 2020 Stock Incentive Plan Restricted Stock Unit AgreementRestricted Stock Unit Agreement • November 28th, 2022 • Lipella Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Restricted Stock Unit Agreement and the associated grant award information (the “Customizing Information”), which Customizing Information is provided in written form as the Restricted Stock Unit Schedule or is available in electronic form from the recordkeeper for the Lipella Pharmaceuticals Inc. Amended and Restated 2020 Stock Incentive Plan, as amended and in effect from time to time (the “Plan”), is made as of the date shown as the “Grant Date” in the Customizing Information (the “Grant Date”) by and between Lipella Pharmaceuticals Inc., a Delaware corporation (the “Company”), and the individual identified in the Customizing Information (the “Recipient”). This instrument and the Customizing Information are collectively referred to as the “Restricted Stock Unit Agreement.”
Irrevocable Proxy and Power of AttorneyConsulting Agreement • March 3rd, 2025 • Lipella Pharmaceuticals Inc. • Pharmaceutical preparations
Pursuant to that certain (i) consulting agreement and advisory agreement, by and between Lipella Pharmaceuticals Inc., a Delaware corporation (the “Corporation”), and Spartan Capital Securities, LLC, including any designee thereof (“Spartan”), dated as of December 5, 2024, as amended by that certain Amendment to Consulting Agreement and Placement Agent Agreement (the “Amendment”), dated December 10, 2024 (the “Consulting Agreement”), the Corporation is obligated to issue to Spartan up to 1,050,000 shares (“Consultant Shares”) of Series C Convertible Preferred Stock, par value $0.0001 per share, of the Corporation (the “Series C Preferred Stock”), convertible into up to 1,050,000 shares (“Conversion Shares”) of common stock, par value $0.0001 per share, of the Corporation (the “Common Stock”) in consideration for advisory and consultant services that have been and will be rendered by Spartan and (ii) placement agent agreement, dated December 5, 2024, as amended the Amendment, by and bet
LIPELLA PHARMACEUTICALS INC. Amended and Restated 2020 Stock Incentive Plan Stock Option AgreementStock Option Agreement • November 28th, 2022 • Lipella Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Stock Option Agreement and the associated grant award information (the “Customizing Information”), which Customizing Information is provided in written form as the Stock Option Schedule or is available in electronic form from the recordkeeper for the Lipella Pharmaceuticals Inc. Amended and Restated 2020 Stock Incentive Plan, as amended and in effect from time to time (the “Plan”), made as of the date shown as the “Grant Date” in the Customizing Information (the “Grant Date”) by and between Lipella Pharmaceuticals Inc., a Delaware corporation (the “Company”), and the individual identified in the Customizing Information (the “Optionee”). This instrument and the Customizing Information are collectively referred to as the “Option Agreement.”
LEASE AGREEMENTLease Agreement • May 9th, 2024 • Lipella Pharmaceuticals Inc. • Pharmaceutical preparations • Pennsylvania
This Lease Agreement (“Lease”) is made and executed this 28th day of December 2023, by and between Bridgeway Development Corporation (“Landlord”) and Lipella Pharmaceuticals Inc. (“Tenant”).
February 9, 2022 Jonathan Kaufman PhD CEO Lipella Pharmaceuticals Inc. Pittsburgh, PA 15208 Dear Jonathan,Engagement Agreement • November 28th, 2022 • Lipella Pharmaceuticals Inc • Pharmaceutical preparations
This letter agreement (this “Agreement”) will confirm the understanding and agreement between Young & Partners LLC (“Young & Partners”) and Lipella Pharmaceuticals Inc. (the “Company”) as follows:
PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • December 10th, 2024 • Lipella Pharmaceuticals Inc. • Pharmaceutical preparations
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • November 28th, 2022 • Lipella Pharmaceuticals Inc • Pharmaceutical preparations
This Lease Agreement (“Lease”) is made and executed this 7th day of July, 2020, by and between Bridgeway Development Corporation (“Landlord”) and Lipella Pharmaceuticals Inc. (“Tenant”).
LIPELLA PHARMACEUTICALS INC. NOTE CANCELLATION AND STOCK PURCHASE AGREEMENTNote Cancellation and Stock Purchase Agreement • November 28th, 2022 • Lipella Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS NOTE CANCELLATION AND STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of the Effective Time (as defined herein) by and between Dr. Michael Chancellor (the “Investor”) and Lipella Pharmaceuticals Inc., a Delaware corporation (the “Company” and together with the Investor, the “Parties” or each, a “Party”). For the purposes of this Agreement, the “Effective Time” shall mean immediately prior to the consummation of the Company’s intended initial public underwritten offering.
AMMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • August 8th, 2023 • Lipella Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Amendment No. 1, dated August 4, 2023 (the “Amendment”), to the Employment Agreement entered into as of July 17, 2020 by and between Michael Chancellor and Lipella Pharmaceuticals Inc., a Delaware corporation (the “Employment Agreement”).
CONSULTING AGREEMENT AND ADVISORY AGREEMENTConsulting Agreement • December 10th, 2024 • Lipella Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This Consulting Agreement (the “Agreement”) is made as of December 5, 2024, between Spartan Capital Securities, LLC (the “Consultant” or “Advisor”), and Lipella Pharmaceuticals Inc. (the “Company”). The Company and the Consultant are collectively herein referred to as the “Parties.”
LEASE AGREEMENTLease Agreement • November 28th, 2022 • Lipella Pharmaceuticals Inc • Pharmaceutical preparations • Pennsylvania
This Lease Agreement (“Lease”) is made and executed this 1st day of June, 2019, by and between Bridgeway Development Corporation (“Landlord”) and Lipella Pharmaceuticals Inc. (“Tenant”).
Irrevocable Proxy and Power of AttorneyIrrevocable Proxy and Power of Attorney • January 6th, 2025 • Lipella Pharmaceuticals Inc. • Pharmaceutical preparations
Pursuant to that certain (i) consulting agreement and advisory agreement, by and between Lipella Pharmaceuticals Inc., a Delaware corporation (the “Corporation”), and Spartan Capital Securities, LLC, including any designee thereof (“Spartan”), dated as of December 5, 2024, as amended by that certain Amendment to Consulting Agreement and Placement Agent Agreement (the “Amendment”), dated December 10, 2024 (the “Consulting Agreement”), the Corporation is obligated to issue to Spartan up to 1,050,000 shares (“Consultant Shares”) of Series C Convertible Preferred Stock, par value $0.0001 per share, of the Corporation (the “Series C Preferred Stock”), convertible into up to 1,050,000 shares (“Conversion Shares”) of common stock, par value $0.0001 per share, of the Corporation (the “Common Stock”) in consideration for advisory and consultant services that have been and will be rendered by Spartan and (ii) placement agent agreement, dated December 5, 2024, as amended the Amendment, by and bet
SECOND AMENDMENT TO CONSULTING AGREEMENT AND ADVISORY AGREEMENTConsulting Agreement • March 3rd, 2025 • Lipella Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This Second Amendment (the “Amendment”) to the Consulting Agreement and Advisory Agreement, by and between Lipella Pharmaceuticals Inc. (the “Company”) and Spartan Capital Securities, LLC (the “Consultant”), is made as of February 28, 2025. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Consulting Agreement (as defined below).
SHAREHOLDERS AGREEMENTShareholders Agreement • November 28th, 2022 • Lipella Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Shareholders Agreement (this “Agreement”) is made as of May 26, 2005 (the “Effective Date”), by and among Lipella Pharmaceuticals Inc., a Delaware corporation (“Company”), [***], an individual resident of [***] (“[***]”), [***], and individual resident of [***] (“[***]”), [***], an individual resident of [***] (“[***]”), and [***], an individual resident of [***] ([***], [***], [***], and [***], together with any other person or entity which becomes a shareholder of the Company and a party hereto are, for so long as they are shareholders of Company, collectively referred to herein as the “Shareholders” or individually a “Shareholder.”)
AMENDMENT TO CONSULTING AGREEMENT AND PLACEMENT AGENCY AGREEMENTConsulting Agreement and Placement Agency Agreement • December 10th, 2024 • Lipella Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This Amendment (the “Amendment”) is made as of December 10, 2024, by and between Lipella Pharmaceuticals Inc. (the “Company”) and Spartan Capital Securities, LLC (the “Consultant” and “Placement Agent”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Consulting Agreement (defined below) and Placement Agent Agreement (defined below), as applicable.
AMMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • August 8th, 2023 • Lipella Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Amendment No. 1, dated August 4, 2023 (the “Amendment”), to the Employment Agreement entered into as of July 17, 2020 by and between Jonathan Kaufman and Lipella Pharmaceuticals Inc., a Delaware corporation (the “Employment Agreement”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 30th, 2024 • Lipella Pharmaceuticals Inc. • Pharmaceutical preparations
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2024 by and between Lipella Pharmaceuticals Inc., a Delaware corporation (the “Company”), and the undersigned signatory hereto (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 Subscription Agreement, dated the date hereof, by and between the Company and the Buyer (the “Subscription Agreement”).
SECOND AMENDMENT TO PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • February 24th, 2025 • Lipella Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This Second Amendment to Placement Agent Agreement (the “Amendment”) is made as of February 23, 2025, by and between Lipella Pharmaceuticals Inc. (the “Company”) and Spartan Capital Securities, LLC (the “Placement Agent”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Placement Agent Agreement (defined below), as applicable.
