INDEMNIFICATION AGREEMENTIndemnification Agreement • May 13th, 2015 • Catabasis Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [ ], 20 [ ] between Catabasis Pharmaceuticals, Inc., a Delaware corporation (the “Company” which term shall include where appropriate, any Entity (as hereinafter defined) controlled by or under the control of Catabasis Pharmaceuticals, Inc.), and [name] (“Indemnitee”).
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • March 4th, 2024 • Astria Therapeutics, Inc. • Pharmaceutical preparations • New York
CATABASIS PHARMACEUTICALS, INC. COMMON STOCK SALES AGREEMENTSales Agreement • May 14th, 2019 • Catabasis Pharmaceuticals Inc • Pharmaceutical preparations • New York
Catabasis Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
Catabasis Pharmaceuticals, Inc. Shares Common Stock ($0.001 par value per share) Underwriting AgreementUnderwriting Agreement • June 11th, 2015 • Catabasis Pharmaceuticals Inc • Pharmaceutical preparations • New York
Catabasis Pharmaceuticals, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, shares of common stock, $0.001 par value per share (“Common Stock”), of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to additional shares of Common Stock to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plura
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 29th, 2021 • Catabasis Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is dated as of January 28, 2021, by and among Catabasis Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
4,600,000 Shares of Common Stock CATABASIS PHARMACEUTICALS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • January 30th, 2020 • Catabasis Pharmaceuticals Inc • Pharmaceutical preparations • New York
Catabasis Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Oppenheimer & Co. Inc., as sole underwriter (the “Underwriter”), an aggregate of 4,600,000 authorized but unissued shares (the “Firm Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). In addition, the Company proposes to grant to the Underwriter an option to purchase up to an additional 690,000 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 “Shares.”
4,000,000 Units, Each Consisting of One Share of Common Stock and 0.5 of a Warrant to Purchase One Share of Common Stock CATABASIS PHARMACEUTICALS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 6th, 2019 • Catabasis Pharmaceuticals Inc • Pharmaceutical preparations • New York
Catabasis Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Oppenheimer & Co. Inc., as sole underwriter (the “Underwriter”), an aggregate of (i) 4,000,000 authorized but unissued shares (the “Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”), and (ii) warrants (the “Warrants”) to purchase up to an aggregate of 2,000,000 shares of Common Stock (the “Warrant Shares”). The Shares, the Warrants and the Warrant Shares are collectively referred to as the “Securities.”
ContractWarrant Agreement • May 13th, 2015 • Catabasis Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW, OR SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION CAN BE MADE IN COMPLIANCE WITH RULE 144 OF THE ACT, OR IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 23rd, 2015 • Catabasis Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [ ] between Catabasis Pharmaceuticals, Inc., a Delaware corporation (the “Company,” which term shall include where appropriate, any Entity (as hereinafter defined) controlled by or under the control of Catabasis Pharmaceuticals, Inc.), and [ ] (“Indemnitee”).
Catabasis Pharmaceuticals, Inc. 2,500,000 Shares Common Stock ($0.001 par value per share) Underwriting AgreementUnderwriting Agreement • September 23rd, 2016 • Catabasis Pharmaceuticals Inc • Pharmaceutical preparations • New York
Catabasis Pharmaceuticals, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to sell to Cowen and Company, LLC (the “Underwriter”), 2,500,000 shares of common stock, $0.001 par value per share (“Common Stock”), of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriter an option to purchase up to 375,000 additional shares of Common Stock (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain terms used herein are defined in Section 20 hereof. Any reference herein to the Registration Statement, the Base Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANTCommon Stock Purchase Warrant • May 13th, 2015 • Catabasis Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
Catabasis Pharmaceuticals, Inc., a Delaware corporation (the “Company”), for value received, hereby certifies that [ ], or [his/her] registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or after the closing date of the Company’s Qualified Financing (as defined below) and on or before 5:00 p.m. (Eastern Standard Time) on the sixth anniversary of the closing date of the Company’s Qualified Financing, that number of shares of Common Stock, $0.001 par value per share, of the Company (the “Common Stock”) equal to the quotient of (A) $[ ], divided by (B) the Qualified Financing Purchase Price (as defined below). This Warrant shall be exercisable for a purchase price per share equal to the fair market value of the Common Stock at the time of the closing of the Qualified Financing. The shares purchasable upon exercise of this Warrant, and the purchase price per share, ea
10,340,000 Shares of Common Stock Astria Therapeutics, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • January 31st, 2024 • Astria Therapeutics, Inc. • Pharmaceutical preparations • New York
Astria 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 10,340,000 shares (the “Shares”) of its common stock, par value $0.001 per share (the “Common Stock”). Jefferies LLC (“Jefferies”) and Evercore Group L.L.C. (“Evercore”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires.
AGREEMENT AND PLAN OF MERGER by and among CATABASIS PHARMACEUTICALS, INC., CABO MERGER SUB I, INC., CABO MERGER SUB II, LLC, and QUELLIS BIOSCIENCES, INC. Dated as of January 28, 2021Merger Agreement • January 29th, 2021 • Catabasis Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 28, 2021, by and among CATABASIS PHARMACEUTICALS, INC., a Delaware corporation (“Parent”), CABO MERGER SUB I, INC., a Delaware corporation (“First Merger Sub”), CABO MERGER SUB II, LLC, a Delaware limited liability company (“Second Merger Sub” and together with First Merger Sub, “Merger Subs”), and QUELLIS BIOSCIENCES, INC., a Delaware corporation (the “Company”).
8,253,895 Shares of Common Stock Pre-Funded Warrants to Purchase 1,571,093 Shares of Common Stock and Common Stock Warrants to Purchase 7,368,738 Shares of Common Stock Astria Therapeutics, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • October 12th, 2023 • Astria Therapeutics, Inc. • Pharmaceutical preparations • New York
CATABASIS PHARMACEUTICALS, INC. Nonstatutory Stock Option Agreement Granted Under 2008 Equity Incentive PlanNonstatutory Stock Option Agreement • May 13th, 2015 • Catabasis Pharmaceuticals Inc • Pharmaceutical preparations
CATABASIS PHARMACEUTICALS, INC. Incentive Stock Option Agreement Granted Under 2008 Equity Incentive PlanIncentive Stock Option Agreement • May 13th, 2015 • Catabasis Pharmaceuticals Inc • Pharmaceutical preparations
CATABASIS PHARMACEUTICALS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • January 23rd, 2015 • Catabasis Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 31st day of October, 2013, by and among Catabasis Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”.
CATABASIS PHARMACEUTICALS, INC. ASSUMED WARRANT TO PURCHASE SHARES OF PREFERRED STOCKWarrant Agreement • March 11th, 2021 • Catabasis Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Assumed Warrant (this “Warrant”) is issued to Viridian, LLC (the “Holder”) by Catabasis Pharmaceuticals, Inc., a Delaware corporation (the “Company”). This Warrant and the Assumed Warrant to Purchase Shares of Common Stock of even date herewith being issued by the Company to the Holder (the “Assumed Common Stock Warrant”) are being issued pursuant to Section 7(b) of the Warrant to Purchase Shares of Common Stock issued by Quellis Biosciences, Inc. (“Quellis”) to the Holder as of December 14, 2020 (the “Original Warrant”) to effectuate the assumption by the Company of the Original Warrant pursuant to Section 3.2(b) of the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), among the Company, Quellis, Cabo Merger Sub I, Inc. and Cabo Merger Sub II, LLC. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Merger Agreement.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 2015 • Catabasis Pharmaceuticals Inc • Pharmaceutical preparations
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated as of April 7, 2010 (the “Agreement”) is by and between Catabasis Pharmaceuticals, Inc. (the “Company”), a Delaware corporation with its principal place of business at 161 First Street, Suite 1, Cambridge, Massachusetts, and Jill C. Milne (the “Executive”).
CATABASIS PHARMACEUTICALS, INC. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • June 11th, 2015 • Catabasis Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 17th day of March, 2015, as amended on June 10, 2015, by and among Catabasis Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”.
SUBLEASESublease • November 7th, 2019 • Catabasis Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
This Sublease (the “Sublease”) is entered into effective as of September 9, 2019 (the “Effective Date”) by and between Allied Minds, LLC, a Delaware limited liability company (“Sublandlord”), and Catabasis Pharmaceuticals, Inc., a Delaware corporation (“Subtenant”).
MASTER CONSULTING AGREEMENTMaster Consulting Agreement • August 7th, 2023 • Astria Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
THIS MASTER CONSULTING AGREEMENT (together with the attached Exhibits and Annexes), the “Agreement”), is made as of April 3, 2023 (the “Effective Date”) by and between Astria Therapeutics, Inc., a Delaware corporation with a principal business address at 75 State Street, 14th Floor, Boston, MA 02109 (“Astria”), and Joanne Beck, with an address at 500 Atlantic Avenue, Apt. #16M, Boston, MA 02201 (“Consultant”). Astria desires to have the benefit of Consultant’s knowledge and experience, and Consultant desires to provide services to Astria, all as provided in this Agreement.
THIRD AMENDMENT OF LEASELease Agreement • November 7th, 2016 • Catabasis Pharmaceuticals Inc • Pharmaceutical preparations
THIS THIRD AMENDMENT OF LEASE (this “Amendment”) is made as of this 3rd day of November 2016, by and between DWF IV ONE KENDALL, LLC, a Delaware limited liability company having an address c/o Divco West Real Estate Services, Inc., One Kendall Square, Cambridge, Massachusetts 02139, Attention: Property Manager (“Landlord”) and CATABASIS PHARMACEUTICALS, INC., a Delaware corporation having a mailing address at One Kendall Square, Building 1400, Suite B14202, Cambridge, Massachusetts 02139 (“Tenant”).
FOURTH AMENDMENT OF LEASELease Agreement • August 10th, 2017 • Catabasis Pharmaceuticals Inc • Pharmaceutical preparations
THIS FOURTH AMENDMENT OF LEASE (this “Amendment”) is made as of this 7 day of August, 2017, by and between ARE-MA REGION NO. 59, LLC, a Delaware limited liability company, having an address at c/o Alexandria Real Estate Equities, Inc., 385 East Colorado Boulevard, Suite 299, Pasadena, California 91101 (“Landlord”), and CATABASIS PHARMACEUTICALS, INC., a Delaware corporation, having a mailing address at One Kendall Square, Building 1400E, Suite B14202, Cambridge, Massachusetts 02139 (“Tenant”).
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. LICENSE AGREEMENT by...License Agreement • March 4th, 2024 • Astria Therapeutics, Inc. • Pharmaceutical preparations • New York
This License Agreement (this “Agreement”) is entered into as of October 4, 2023 (the “Effective Date”) by and between Ichnos Sciences SA, a company organized under the laws of Switzerland with its registered address at 5 chemin de la Combetta, 2300 La Chaux-de-Fonds, Switzerland and registered with the register of commerce of the Canton of Neuchatel under registration number CHE-111.750.689 (“Ichnos SA”), and Ichnos Sciences Inc., a corporation organized under the laws of Delaware, USA (“Ichnos Inc.” and, together with Ichnos SA, “Ichnos”), and Astria Therapeutics, Inc., a corporation organized under the laws of Delaware, USA (“Astria”). Astria and Ichnos are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
CONSULTING AGREEMENTConsulting Agreement • April 1st, 2016 • Catabasis Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
THIS CONSULTING AGREEMENT (the “Agreement”), made this 31st day of March, 2016, is entered into by Catabasis Pharmaceuticals, Inc., a Delaware corporation with its principal place of business at One Kendall Square, Suite B14202, Cambridge, MA 02139 (the “Company”), and Ian C. Sanderson, who resides at 127 Lincoln Road, Lincoln, MA 01773 (the “Consultant”).
SECOND AMENDMENT OF LEASE,Lease Amendment • November 12th, 2015 • Catabasis Pharmaceuticals Inc • Pharmaceutical preparations
THIS SECOND AMENDMENT OF LEASE (this “Amendment”) is effective as ofthe 16th day of July, 2015 (the “Effective Date”), by and between DWF IV ONE KENDALL, LLC, a Delaware limited liability company having an address c/o Divco West Real Estate Services, Inc., One Kendall Square, Cambridge, Massachusetts 02139, Attention: Property Manager (“Landlord”) and CATABASIS PHARMACEUTICALS, INC., a Delaware corporation having a mailing address at One Kendall Square, Building 1400, Suite B14202, Cambridge, Massachusetts 02139 (“Tenant”).
SUBLEASE AGREEMENTSublease Agreement • March 4th, 2024 • Astria Therapeutics, Inc. • Pharmaceutical preparations
Access Laws: The Americans With Disabilities Act of 1990 (including the Americans with Disabilities Act Accessibility Guidelines for Building and Facilities) and all other Governmental Requirements relating to the foregoing.
ASTRIA THERAPEUTICS, INC. NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • May 12th, 2022 • Astria Therapeutics, Inc. • Pharmaceutical preparations
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
CATABASIS PHARMACEUTICALS, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • June 3rd, 2015 • Catabasis Pharmaceuticals Inc • Pharmaceutical preparations
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
CATABASIS PHARMACEUTICALS, INC. NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • June 3rd, 2015 • Catabasis Pharmaceuticals Inc • Pharmaceutical preparations
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 29th, 2021 • Catabasis Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Stock Purchase Agreement (this “Agreement”) is dated as of January 28, 2021, by and among Catabasis Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on Annex A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
ASTRIA THERAPEUTICS, INC. Nonstatutory STOCK OPTION AGREEMENT Granted Under 2022 Inducement Stock Incentive PlanNonstatutory Stock Option Agreement • February 22nd, 2022 • Astria Therapeutics, Inc. • Pharmaceutical preparations
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
SUBLEASE AGREEMENT BY AND BETWEEN CATABASIS PHARMACEUTICALS, Inc., a Delaware corporation, as Sublandlord and INZEN THERAPEUTICS, INC., a Delaware corporation, as Subtenant One Kendall Square, Building #1400, Cambridge, MA Dated as of September 14, 2018Sublease Agreement • October 16th, 2018 • Catabasis Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
Master Lease: That certain Lease Agreement dated December 17, 2010 (“Original Lease”) by and between RB Kendall Fee, LLC (“RB Kendall”), as landlord, and Sublandlord, as tenant, as amended by that certain Commencement Date Agreement dated as of April 15, 2011 (the “Commencement Date Agreement”) by and between RB Kendall, as landlord, and Sublandlord, as tenant, as further amended by that certain First Amendment of Lease dated as of December 21, 2011 (“First Amendment”) by and between RB Kendall, as landlord, and Sublandlord, as tenant, as further amended by that certain Second Amendment of Lease dated as of July 16, 2015 (“Second Amendment”) by and between DWF IV One Kendall, LLC (“DWF”), as successor to RB Kendall, as landlord, and Sublandlord, as tenant, as further amended by that certain Acknowledgement of Second Expansion Premises Commencement Date and Agreement dated as of September 3, 2015 by and between DWF, as landlord, and Sublandlord, as tenant, as further amended by that cer
One Kendall Square, Suite B14202, Cambridge MA 02139 USA By Electronic Mail April 15, 2015 (as revised May 15, 2015 and sent by electronic mail c/o James Conroy, Esq.) Michael R. Jirousek Apartment 404 Cambridge, MA 02142 Dear Michael:Separation Agreement • June 3rd, 2015 • Catabasis Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
This letter confirms our agreement with respect to your transition and separation from employment with Catabasis Pharmaceuticals, Inc. (the “Company”). Provided that you sign and return this letter agreement to me on or before May 18, 2015 and do not revoke your acceptance, and provided further that you sign and return the Additional Release of Claims attached hereto as Attachment A (the “Additional Release”) on your last day of employment, which the Company will provide to you in final form on or before that day, and do not revoke the Additional Release, you will have the opportunity to remain an employee of the Company for a Transition Period pursuant to the terms and conditions set forth in paragraph 1 below, and you will be eligible to receive the Severance Benefits (as defined below) set forth in paragraph 2 below.
