PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT palisade bio, inc.Palisade Bio, Inc. • September 11th, 2023 • Biological products, (no disgnostic substances)
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 September 11, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 7, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Palisade Bio, 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 Placement Agency Agreement, by and between the Company and Ladenburg Thalmann & Co. Inc., dated as of September 7, 2023.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 4th, 2023 • Palisade Bio, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 30, 2022, between Palisade Bio, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 5th, 2023 • Palisade Bio, Inc. • Biological products, (no disgnostic substances)
This Registration Rights Agreement (this “Agreement”) is made and entered into as of __________, 2023, between Palisades Bio, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SERIES [M/N] COMMON STOCK PURCHASE WARRANT NEURALSTEM, INC.Neuralstem, Inc. • July 24th, 2019 • Biological products, (no disgnostic substances) • New York
THIS SERIES [M/N] 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 _________, [2020]1 [2024]2 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Neuralstem, 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 palisade bio, inc.Common Stock Purchase Warrant • January 4th, 2023 • Palisade Bio, Inc. • Biological products, (no disgnostic substances)
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 December ___, 2022 (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Palisade Bio, 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 NEURALSTEM, INC.Neuralstem, Inc. • March 31st, 2010 • Biological products, (no disgnostic substances)
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (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 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Neuralstem, Inc., a Delaware corporation (the “Company”), up to ______ shares (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 • September 11th, 2023 • Palisade Bio, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 7, 2023, between Palisade Bio, 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”).
PALISADE BIO, INC. AND _____________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • March 18th, 2022 • Palisade Bio, Inc. • Biological products, (no disgnostic substances) • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between PALISADE BIO, 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 27th, 2020 • Seneca Biopharma, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 22, 2020, between Seneca 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 1st, 2009 • Neuralstem, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June __, 2009, between Neuralstem, 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”).
COMMON STOCK PURCHASE WARRANT Neuralstem, Inc.Neuralstem, Inc. • May 13th, 2016 • Biological products, (no disgnostic substances)
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 Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Neuralstem, 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 (1) share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
WARRANT AGENCY AGREEMENTWarrant Agency Agreement • August 2nd, 2022 • Palisade Bio, Inc. • Biological products, (no disgnostic substances) • New York
WARRANT AGENCY AGREEMENT, dated as of __________, 2022 (“Agreement”), between Palisade Bio, Inc., a Delaware corporation, (the “Company”), and American Stock Transfer & Trust Company, LLC, with offices at 6201 15th Avenue, Brooklyn, New York 11219 (the “Warrant Agent”).
PALISADE BIO, INC. AND _____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • March 18th, 2022 • Palisade Bio, Inc. • Biological products, (no disgnostic substances) • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between PALISADE BIO, 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”).
UNDERWRITING AGREEMENTUnderwriting Agreement • August 17th, 2012 • Neuralstem, Inc. • Biological products, (no disgnostic substances) • New York
COMMON STOCK PURCHASE WARRANT palisade bio, inc.Palisade Bio, Inc. • February 1st, 2024 • Biological products, (no disgnostic substances) • 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 [________], 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [__________], 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Palisade Bio, 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 AGENCY AGREEMENTPlacement Agency Agreement • September 11th, 2023 • Palisade Bio, Inc. • Biological products, (no disgnostic substances) • New York
20,000,000 Shares of Common Stock and Warrants to Purchase 20,000,000 Shares of Common Stock NEURALSTEM, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • May 4th, 2016 • Neuralstem, Inc. • Biological products, (no disgnostic substances) • New York
Neuralstem, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Roth Capital Partners, LLC, as representative (the “Representative”) of the several underwriters named in Schedule I hereto (each, an “Underwriter” and collectively, the “Underwriters”) (i) an aggregate of 20,000,000 authorized but unissued shares (the “Shares”) of Common Stock, par value $0.01 per share (the “Common Stock”), of the Company and (ii) warrants (the “Warrants”) to purchase up to 20,000,000 shares of Common Stock of the Company (the “Warrant Shares”). The Shares, the Warrants and the Warrant Shares are collectively referred to as the “Securities.” The Shares and the Warrants shall be sold together as a fixed combination, each consisting of one share of Common Stock and a Warrant to purchase one share of Common Stock. The Shares and the Warrants shall be immediately separable and transferable upon issuance. The terms of the Warrants are
COMMON STOCK PURCHASE WARRANT NEURALSTEM, INC.Neuralstem, Inc. • June 29th, 2010 • Biological products, (no disgnostic substances)
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 three (3) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Neuralstem, 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 being issued pursuant to the Company’s Registration Statement on Form S-3, File No. 333-153387.
AT THE MARKET OFFERING AGREEMENTMarket Offering Agreement • October 25th, 2013 • Neuralstem, Inc. • Biological products, (no disgnostic substances) • New York
Neuralstem, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with T.R. Winston & Company, LLC (the “Manager”) as follows:
STRICTLY CONFIDENTIAL Seneca Biopharma, Inc. 20271 Goldenrod Lane, 2nd Floor Germantown, Maryland 20876 Attn: Kenneth Carter, Ph.D., Executive ChairmanLetter Agreement • January 22nd, 2020 • Neuralstem, Inc. • Biological products, (no disgnostic substances) • New York
This letter agreement (this “Agreement”) constitutes the agreement between Seneca Biopharma, Inc. (the “Company”) and H.C. Wainwright & Co., LLC (“Wainwright”), that Wainwright shall serve as the exclusive agent, advisor or underwriter in any offering that is not made to Excluded Investors, as defined below of securities of the Company (the “Securities”), including but not limited to, restructuring of the Company’s outstanding warrants (each, an “Offering”) during the Term (as hereinafter defined) of this Agreement. Wainwright acknowledges that the Company is currently in discussion with the investors contained on Schedule A (“Excluded Investors”) and that any Securities sold to an Excluded Investor will not be subject to the terms of this Agreement and Wainwright will not be entitled to any compensation associated therewith. 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 implie
COMMON STOCK PURCHASE WARRANT palisade bio, inc.Palisade Bio, Inc. • May 3rd, 2024 • Biological products, (no disgnostic substances)
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 [________], 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [__________], 2031 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Palisade Bio, 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).
Form of Representative’s Warrant AgreementNeuralstem, Inc. • August 17th, 2012 • Biological products, (no disgnostic substances) • Delaware
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE YEAR FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
WARRANT AGENCY AGREEMENTWarrant Agency Agreement • August 16th, 2022 • Palisade Bio, Inc. • Biological products, (no disgnostic substances) • New York
WARRANT AGENCY AGREEMENT, dated as of August 16, 2022 (“Agreement”), between Palisade Bio, Inc., a Delaware corporation, (the “Company”), and American Stock Transfer & Trust Company, LLC, with offices at 6201 15th Avenue, Brooklyn, New York 11219 (the “Warrant Agent”).
SHARES OF COMMON STOCK, _________ SHARES OF SERIES B CONVERTIBLE PREFERRED STOCK (CONVERTIBLE INTO ______ SHARES OF COMMON STOCK) _______ SERIES 1 WARRANTS (EXERCISABLE FOR ______ SHARES OF COMMON STOCK) AND _______ SERIES 2 WARRANTS (EXERCISABLE FOR...Underwriting Agreement • August 11th, 2022 • Palisade Bio, Inc. • Biological products, (no disgnostic substances) • New York
The undersigned, Palisade Bio, Inc., Delaware corporation (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries of Palisade Bio, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters, if any (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Ladenburg Thalmann & Co. Inc. 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.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 16th, 2007 • Neuralstem, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March ____, 2007, between Neuralstem, 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”).
42,160,000 SHARES of Common Stock, 1,460 SHARES OF SERIES B CONVERTIBLE PREFERRED STOCK (CONVERTIBLE INTO 5,840,000 SHARES OF COMMON STOCK) 48,000,000 Series 1 Warrants (EXERCISABLE FOR 48,000,000 SHARES OF COMMON STOCK) AND 48,000,000 SERIES 2...Underwriting Agreement • August 16th, 2022 • Palisade Bio, Inc. • Biological products, (no disgnostic substances) • New York
SERIES J COMMON STOCK PURCHASE WARRANT NEURALSTEM, INC.Neuralstem, Inc. • September 10th, 2013 • Biological products, (no disgnostic substances)
THIS SERIES J 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 March ___, 2014 (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Neuralstem, 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 being issued pursuant to the Company’s Registration Statement on Form S-3, File No. 333-169847.
NEURALSTEM, INC. Common Stock ($0.01 par value per share) AT-THE-MARKET EQUITY OFFERING SALES AGREEMENTTerms Agreement • November 22nd, 2010 • Neuralstem, Inc. • Biological products, (no disgnostic substances) • New York
Neuralstem, 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, $0.01 par value per share (the “Common Stock”), having an aggregate offering price of up to $20,000,000 on the terms set forth in Section 2 of this 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.
SERIES P COMMON STOCK PURCHASE WARRANT Seneca Biopharma, Inc.Neuralstem, Inc. • January 22nd, 2020 • Biological products, (no disgnostic substances) • New York
THIS SERIES P 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 24, 2022 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Seneca 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).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • September 19th, 2012 • Neuralstem, Inc. • Biological products, (no disgnostic substances) • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 3rd, 2024 • Palisade Bio, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 1, 2024, between Palisade Bio, 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”).
COMMON STOCK PURCHASE WARRANT NEURALSTEM, INC.Neuralstem, Inc. • April 9th, 2010 • Biological products, (no disgnostic substances) • Delaware
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Steven Chizzik (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 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Neuralstem, Inc., a Delaware corporation (the “Company”), up to 96,000 shares (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 NEURALSTEM, INC.Neuralstem, Inc. • March 31st, 2010 • Biological products, (no disgnostic substances) • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Vicis Capital Master Fund (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 one (1) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Neuralstem, Inc., a Delaware corporation (the “Company”), up to 400,000 shares (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).
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 18th, 2018 • Neuralstem, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement ("Agreement") is entered into as of the [*] day of [*], 20[*] by and between Neuralstem, Inc. a Delaware corporation (the “Company”), and [________] ("Indemnitee").
COMMON STOCK PURCHASE WARRANT NEURALSTEM, Inc.Neuralstem, Inc. • May 24th, 2013 • Biological products, (no disgnostic substances) • Maryland
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, David E. Castaneda (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 ten year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Neuralstem, Inc., a Delaware corporation (the “Company”), up to 510,821 shares (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).
