COMMON STOCK PURCHASE WARRANT ZEVRA THERAPEUTICS, INC.Common Stock Purchase Warrant • November 20th, 2023 • Zevra Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Armistice Capital Master Fund Ltd. 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 November 22, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Zevra Therapeutics, Inc., a Delaware corporation (the “Company”), up to 1,382,489 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 • November 20th, 2023 • Zevra Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 20, 2023, between Zevra 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”). To the extent there is only one purchaser identified on the signature pages hereto, any reference in this Agreement to Purchasers in the plural shall be deemed to be to Purchaser in the singular.
ZEVRA THERAPEUTICS, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20__ Debt SecuritiesIndenture • June 4th, 2024 • Zevra Therapeutics, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of [•], 20__, among Zevra Therapeutics, Inc., a Delaware corporation (the “Company”), and[TRUSTEE], as trustee (the “Trustee”):
DEFINITIONS Section 1.01. Definitions 1 Section 1.02. References to Interest 11 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Section 2.01. Designation and Amount 11 Section 2.02. Form of Notes 11 Section 2.03. Date and...Indenture • February 9th, 2016 • Kempharm, Inc • Pharmaceutical preparations • New York
INDENTURE dated as of February 9, 2016 between KemPharm, Inc., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
SERIES D COMMON STOCK PURCHASE WARRANT KEMPHARM, INC.Warrant Agreement • June 23rd, 2021 • Kempharm, Inc • Pharmaceutical preparations • New York
THIS SERIES D 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 December 31, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from KemPharm, 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).
ZEVRA THERAPEUTICS, INC. AND _____________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF __________Preferred Stock Warrant Agreement • June 4th, 2024 • Zevra Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between ZEVRA THERAPEUTICS, 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”).
KEMPHARM, INC. and , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OFCommon Stock Warrant Agreement • October 3rd, 2016 • Kempharm, Inc • Pharmaceutical preparations • New York
COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between KEMPHARM, 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”).
ZEVRA THERAPEUTICS, INC. AND _____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • June 4th, 2024 • Zevra Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between ZEVRA THERAPEUTICS, 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”).
KEMPHARM, INC. COMMON STOCK SALES AGREEMENTSales Agreement • October 3rd, 2016 • Kempharm, Inc • Pharmaceutical preparations • New York
8,333,334 Shares KEMPHARM, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 5th, 2018 • Kempharm, Inc • Pharmaceutical preparations • New York
SERIES C COMMON STOCK PURCHASE WARRANTSecurity Agreement • January 26th, 2021 • Kempharm, Inc • Pharmaceutical preparations • New York
THIS SERIES A 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 26, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from KemPharm, 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).
PURCHASE AGREEMENTPurchase Agreement • February 18th, 2020 • Kempharm, Inc • Pharmaceutical preparations • Delaware
THIS PURCHASE AGREEMENT (the “Agreement”), dated as of February 17, 2020 (the “Execution Date”), is entered into by and between KEMPHARM, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”). Capitalized terms used herein and not otherwise defined herein are defined in Section 1 hereof.
ZEVRA THERAPEUTICS, INC. AND _____________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • June 4th, 2024 • Zevra Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between ZEVRA THERAPEUTICS, 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”).
KEMPHARM, INC. and , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OFDebt Securities Warrant Agreement • October 3rd, 2016 • Kempharm, Inc • Pharmaceutical preparations • New York
DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of between KEMPHARM, 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”).
SHARES OF COMMON STOCK, _____________ SERIES B WARRANTS (EXERCISABLE FOR _________SHARES) AND _____________ SERIES A WARRANTS (EXERCISABLE FOR _________SHARES) OF KEMPHARM, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • January 8th, 2021 • Kempharm, Inc • Pharmaceutical preparations • New York
The undersigned, KemPharm, 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 KemPharm, 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 • February 18th, 2020 • Kempharm, Inc • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 17, 2020, is entered into by and between KEMPHARM, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the 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”).
SERIES A COMMON STOCK PURCHASE WARRANT KEMPHARM, INC.Series a Common Stock Purchase Warrant • January 8th, 2021 • Kempharm, Inc • Pharmaceutical preparations • New York
THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant” and, together with each other Series A Common Stock Purchase Warrant, the “Warrants”) 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 __, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from KemPharm, 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 KEMPHARM, INC.Common Stock Purchase Warrant • January 13th, 2021 • Kempharm, Inc • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant” and, together with each other Common Stock Purchase Warrant issued pursuant to the December 2020 Exchange Agreement (as defined below), the “Warrants”) 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 12, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from KemPharm, Inc., a Delaware corporation (the “Company”), up to [_______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock (as defined below). 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).
ContractCredit Agreement • May 9th, 2024 • Zevra Therapeutics, Inc. • Pharmaceutical preparations • New York
Pursuant to Item 601(b)(2)(ii), certain identified information marked with [***] has been excluded from this exhibit because it is both not material and is the type that the registrant customarily and actually treats as private or confidential.
Zevra Therapeutics, Inc. Employment Agreement Rahsaan Thompson Effective as of June 20, 2024Employment Agreement • August 14th, 2024 • Zevra Therapeutics, Inc. • Pharmaceutical preparations • Florida
This Employment Agreement (“Agreement”) is made and entered into on June 20, 2024, by and between Zevra Therapeutics, Inc., a Delaware corporation (the “Company”), including its affiliates, parent, subsidiaries, successors, and assigns and Rahsaan Thompson (“Executive”) (each being a “Party” hereto and together constituting the “Parties”).
June 28, 2019Facility Agreement • August 13th, 2019 • Kempharm, Inc • Pharmaceutical preparations
Office LeaseOffice Lease • March 10th, 2017 • Kempharm, Inc • Pharmaceutical preparations • Florida
This Office Lease (this “Lease”), dated as of the date set forth in Section 1.1, is made by and between BRE/COH FL LLC, a Delaware limited liability company (“Landlord”), and KEMPHARM, INC., a Delaware corporation (“Tenant”). The following exhibits are incorporated herein and made a part hereof: Exhibit A (Outline of Premises); Exhibit B (Work Letter); Exhibit C (Form of Confirmation Letter); Exhibit D (Rules and Regulations); Exhibit E (Additional Provisions); and Exhibit F (Potential Offering Space).
ZEVRA THERAPEUTICS, INC. 9,230,770 Shares of Common Stock (par value $0.0001 per share) Underwriting AgreementUnderwriting Agreement • August 9th, 2024 • Zevra Therapeutics, Inc. • Pharmaceutical preparations • New York
Zevra Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 9,230,770 shares of its common stock (the “Common Stock”), par value $0.0001 per share (the “Shares”). The 9,230,770 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 1,384,615 Shares pursuant to such option are collectively called the “Option Shares.” The Firm Shares and, if and to the extent such option is exercised, the Option Shares, are collectively called the “Offered Shares.” Cantor Fitzgerald & Co. (“Cantor”) and William Blair & Company, L.L.C. (“William Blair”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Sc
KEMPHARM, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • December 19th, 2014 • Kempharm, Inc • Pharmaceutical preparations • Delaware
This INDEMNIFICATION AGREEMENT, dated and effective as of (this “Agreement”), is by and between KEMPHARM, INC., a Delaware corporation (the “Company” (as such definition is further expanded below)), , and, if such individual is a Director serving the Company as a representative of an entity, (each an “Indemnitee” and collectively, the “Indemnitees”).
AGREEMENT TO TERMINATE CLA BETWEEN MONOSOL RX, LLC AND KEMPHARM, INC. DATED AS OF MARCH 20, 2012Agreement to Terminate Cla • November 14th, 2019 • Kempharm, Inc • Pharmaceutical preparations
This Agreement to Terminate CLA (“Agreement”), dated as of March 20, 2012 (the “Effective Date”), is between KemPharm, Inc., an Iowa corporation with its principal offices at 7 Hawkeye Drive, Suite 103, North Liberty, Iowa 52317 (“KemPharm”), and MonoSol Rx, LLC, a Delaware limited liability company with its principal offices at 30 Technology Drive, Warren, New Jersey, 07059 (“MSRx”).
August 23, 2019Facility Agreement • November 14th, 2019 • Kempharm, Inc • Pharmaceutical preparations
KemPharm, Inc. Common Stock EQUITY DISTRIBUTION AGREEMENT Dated: July 2, 2021Equity Distribution Agreement • July 2nd, 2021 • Kempharm, Inc • Pharmaceutical preparations • New York
Zevra Therapeutics, Inc. Executive Employment AgreementExecutive Employment Agreement • October 10th, 2023 • Zevra Therapeutics, Inc. • Pharmaceutical preparations • Florida
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into effective as of the ___ day of October 2023, by and between ZEVRA THERAPEUTICS, INC., a Delaware corporation (the “Company”) and NEIL F. MCFARLANE (“Executive”) (each being a “Party” hereto and together constituting the “Parties”).
BRIDGE LOAN AGREEMENTBridge Loan Agreement • August 31st, 2023 • Zevra Therapeutics, Inc. • Pharmaceutical preparations • New York
NOW THEREFORE in consideration of the premises and the conditions and provisions contained herein, the receipt and adequacy of which consideration are hereby duly acknowledged, the Parties hereto agree as follows:
SERIES B PRE-FUNDED COMMON STOCK PURCHASE WARRANT KEMPHARM, INC.Series B Pre-Funded Common Stock Purchase Warrant • January 8th, 2021 • Kempharm, Inc • Pharmaceutical preparations • New York
THIS SERIES B PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant” and together with each other Series B Pre-Funded Common Stock Purchase Warrant, the “Warrants”) 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) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from KemPharm, 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).
ASSET PURCHASE AGREEMENT between SHIRE LLC and TRAVIS C. MICKLE, PH.D., AND KEMPHARM, INC. dated as of March 21, 2012Asset Purchase Agreement • April 3rd, 2015 • Kempharm, Inc • Pharmaceutical preparations • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is hereby entered into as of March 21, 2012 (the “Execution Date”) by and between, on the one hand, Shire LLC, a corporation organized and existing under the laws of Kentucky with its principal place of business in Florence, Kentucky (“Shire”), and, on the other hand, Travis C. Mickle, Ph.D. (“Travis Mickle”) and KemPharm, Inc., a corporation organized and existing under the laws of Iowa with its principal place of business in North Liberty, Iowa, and its Affiliates (as defined in Article 1) (“KemPharm,” and, collectively with Travis Mickle, the “KemPharm Parties”). Shire and the KemPharm Parties may each be referred to herein individually as a “Party,” and collectively as the “Parties.”
Amendment to Employment AgreementEmployment Agreement • November 13th, 2015 • Kempharm, Inc • Pharmaceutical preparations
This Amendment to Employment Agreement is made and entered into as of October 13, 2015 (this “Amendment”) by and among KemPharm, Inc., a Delaware corporation (the “Company”), and Travis Mickle (the “Executive”).
KEMPHARM, INC. COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • March 11th, 2015 • Kempharm, Inc • Pharmaceutical preparations
Upon and subject to the terms, conditions and limitations stated in this Common Stock Purchase Warrant, consisting of 12 pages not including this cover page, KemPharm, Inc. hereby grants to the registered holder listed below, warrants to purchase up to an aggregate of the number of shares of Class A Common Stock of KemPharm, Inc. set forth below at the exercise price per share set forth below.
AGREEMENT AND PLAN OF MERGER among ZEVRA THERAPEUTICS, INC. ASPEN Z MERGER SUB, INC., and ACER THERAPEUTICS INC. Dated as of August 30, 2023Merger Agreement • August 31st, 2023 • Zevra Therapeutics, Inc. • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 30, 2023, by and among Zevra Therapeutics, Inc., a Delaware corporation (“Parent”), Aspen Z Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Acer Therapeutics Inc., a Delaware corporation (the “Company”).
SECOND AMENDMENT TO FACILITY AGREEMENTFacility Agreement • December 18th, 2015 • Kempharm, Inc • Pharmaceutical preparations
SECOND AMENDMENT TO FACILITY AGREEMENT (this “Amendment”), dated as of December 17, 2015, by and among KEMPHARM, INC., a Delaware corporation (the “Borrower”) and, DEERFIELD PRIVATE DESIGN FUND III, L.P. (the “Lenders” and together with the Borrower, the “Parties”).
