UNDERWRITING AGREEMENT between SCORPIUS HOLDINGS, INC. and THINKEQUITY LLC as Representative of the Several Underwriters SCORPIUS HOLDINGS, INC.Underwriting Agreement • March 11th, 2024 • Scorpius Holdings, Inc. • Pharmaceutical preparations • New York
Contract Type FiledMarch 11th, 2024 Company Industry JurisdictionThe undersigned, Scorpius Holdings, Inc., a corporation formed under the laws of the Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
PRE-FUNDED COMMON STOCK PURCHASE WARRANT HEAT BIOLOGICS, INC.Heat Biologics, Inc. • April 19th, 2018 • Pharmaceutical preparations • New York
Company FiledApril 19th, 2018 Industry JurisdictionTHIS 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 hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Heat Biologics, Inc., a Delaware corporation (the “Company”), up to ______ shares of common stock, par value $0.0002 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). 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 HEAT BIOLOGICS, INC.Common Stock Purchase Warrant • January 21st, 2020 • Heat Biologics, Inc. • Pharmaceutical preparations • New York
Contract Type FiledJanuary 21st, 2020 Company Industry JurisdictionTHIS 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 time on March 22, 2021 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Heat Biologics, Inc., a Delaware corporation (the “Company”), up to ______ shares of common stock, par value $0.0002 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). 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).
Sales AgreementNightHawk Biosciences, Inc. • December 8th, 2023 • Pharmaceutical preparations • New York
Company FiledDecember 8th, 2023 Industry JurisdictionNightHawk Biosciences, Inc., a Delaware corporation (the “Company”) confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (the “Agent”) as follows:
HEAT BIOLOGICS, INC. Shares of Common Stock (par value $0.0002 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • October 10th, 2014 • Heat Biologics, Inc. • Pharmaceutical preparations • New York
Contract Type FiledOctober 10th, 2014 Company Industry JurisdictionHeat Biologics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
Heat Biologics, Inc. and Continental Stock Transfer & Trust Company, as Warrant Agent Warrant Agency Agreement Dated as of May 2, 2018Warrant Agency Agreement • May 7th, 2018 • Heat Biologics, Inc. • Pharmaceutical preparations • New York
Contract Type FiledMay 7th, 2018 Company Industry JurisdictionWARRANT AGENCY AGREEMENT, dated as of May 2, 2018 (“Agreement”), between Heat Biologics, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New corporation (the “Warrant Agent”).
HEAT BIOLOGICS, INC. [●] Shares of Common Stock and Warrants to Purchase Up to [●] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 9th, 2016 • Heat Biologics, Inc. • Pharmaceutical preparations • New York
Contract Type FiledMarch 9th, 2016 Company Industry JurisdictionHeat Biologics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Roth Capital Partners, LLC is acting as the representative (the “Representative”), an aggregate of [●] shares (the “Shares”) of common stock, par value $0.0002 per share (the “Common Stock”), of the Company and warrants (the “Warrants”) to purchase up to [●] shares of Common Stock (the “Warrant Shares”) at an exercise price of $[●] per share. Each Share is being sold together with [●] of a Warrant to purchase one Warrant shares. The Shares, the Warrants and the Warrant Shares are collectively referred to as the “Securities”.
PRE-FUNDED COMMON STOCK PURCHASE WARRANT SCORPIUS HOLDINGS, INC.Scorpius Holdings, Inc. • May 16th, 2024 • Pharmaceutical preparations • New York
Company FiledMay 16th, 2024 Industry JurisdictionTHIS 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 hereof (the “Initial Issuance Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Scorpius Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares of common stock, par value $0.0002 per share (the “Common Stock”), of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Form of Representative’s Warrant AgreementHeat Biologics, Inc. • May 30th, 2013 • Pharmaceutical preparations • New York
Company FiledMay 30th, 2013 Industry JurisdictionTHIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].
DEALER-MANAGER AGREEMENTDealer-Manager Agreement • October 17th, 2017 • Heat Biologics, Inc. • Pharmaceutical preparations • New York
Contract Type FiledOctober 17th, 2017 Company Industry JurisdictionThe following will confirm our agreement relating to the proposed subscription rights offering (the “Rights Offering”) to be undertaken by Heat Biologics, Inc., a Delaware corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.0002 per share (the “Common Stock”), subscription rights to purchase up to 12,000,000 shares of its Common Stock (the “Rights”) as set forth in the Company’s registration statement on Form S-1 (File No. 333-220470) filed with the U.S. Securities and Exchange Commission (the “Commission”) on September 15, 2017, as amended, to subscribe for and purchase shares of Common Stock (the “Rights Shares”) at a subscription price to be determined by mutual agreement of the Company and the Dealer-Manager prior to the completion of the Rights Offering (the “Subscription Price”).
UNDERWRITING AGREEMENT between SCORPIUS HOLDINGS, INC. and THINKEQUITY LLCUnderwriting Agreement • May 16th, 2024 • Scorpius Holdings, Inc. • Pharmaceutical preparations • New York
Contract Type FiledMay 16th, 2024 Company Industry JurisdictionThe undersigned, Scorpius Holdings, Inc., a corporation formed under the laws of the Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
LICENSE AGREEMENTLicense Agreement • May 6th, 2013 • Heat Biologics, Inc. • Pharmaceutical preparations • Florida
Contract Type FiledMay 6th, 2013 Company Industry JurisdictionThis License Agreement (the “Agreement”) is entered into and made effective the 18 day of Feb, 2011 (the “Effective Date”) between UNIVERSITY OF MIAMI and its School of Medicine, whose principal place of business is at 1600 N.W. 10th Avenue, Miami, Florida 33136 (hereinafter referred to as “LICENSOR”) AND HEAT BIOLOGICS I, Inc., A Delaware corporation whose principal place of business if at Atlantic Center, 119 Washington Avenue, Suite 401, Miami Beach, FL 33139 (hereinafter referred to as :LICENSEE”).
HEAT BIOLOGICS, INC. [●] Shares of Common Stock and Warrants to Purchase Up to [●] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 15th, 2016 • Heat Biologics, Inc. • Pharmaceutical preparations • New York
Contract Type FiledMarch 15th, 2016 Company Industry JurisdictionHeat Biologics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Roth Capital Partners, LLC and Aegis Capital Corporation are acting as the representatives (the “Representatives”), an aggregate of [●] shares (the “Shares”) of common stock, par value $0.0002 per share (the “Common Stock”), of the Company and warrants (the “Warrants”) to purchase up to [●] shares of Common Stock (the “Warrant Shares”) at an exercise price of $[●] per share. Each Share is being sold together with 0.50 of a Warrant to purchase one Warrant Share. The Shares, the Warrants and the Warrant Shares are collectively referred to as the “Securities”.
FORM OF COMMON STOCK PURCHASE WARRANT HEAT BIOLOGICS, INC.Heat Biologics, Inc. • November 21st, 2018 • Pharmaceutical preparations • New York
Company FiledNovember 21st, 2018 Industry JurisdictionTHIS 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 time on November 26, 2023 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Heat Biologics, Inc., a Delaware corporation (the “Company”), up to ______ shares of common stock, par value $0.0002 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). 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).
LEASE AGREEMENTLease Agreement • March 27th, 2015 • Heat Biologics, Inc. • Pharmaceutical preparations
Contract Type FiledMarch 27th, 2015 Company IndustryTHIS LEASE AGREEMENT (this “Lease”) is made this _____ day of January, 2014, between ARE-100/800/801 CAPITOLA, LLC, a Delaware limited liability company (“Landlord”), and HEAT BIOLOGICS, INC., a Delaware corporation (“Tenant”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 6th, 2021 • Heat Biologics, Inc. • Pharmaceutical preparations • Delaware
Contract Type FiledJanuary 6th, 2021 Company Industry JurisdictionThis EMPLOYMENT AGREEMENT (the “Agreement”) between Heat Biologics, Inc., a Delaware corporation, (the “Company”), and Jeffrey Wolf (the “Executive”) is effective as of January 4, 2021 (the “Effective Date”).
HEAT BIOLOGICS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • August 15th, 2016 • Heat Biologics, Inc. • Pharmaceutical preparations • Delaware
Contract Type FiledAugust 15th, 2016 Company Industry JurisdictionThis Indemnification Agreement (the “Agreement”) is made as of August __, 2016, by and between Heat Biologics, Inc., a Delaware corporation (the “Company”), and [________________] (“Indemnitee”).
COMMON STOCK PURCHASE WARRANT SCORPIUS HOLDINGS, INC.Common Stock Purchase Warrant • May 16th, 2024 • Scorpius Holdings, Inc. • Pharmaceutical preparations • New York
Contract Type FiledMay 16th, 2024 Company Industry JurisdictionTHIS 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 May 16, 2024 (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 Scorpius Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares of common stock, par value $0.0002 per share (the “Common Stock”), of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
LEASE KEYSTONE TECHNOLOGY PARK DURHAM KEYSTONE TECH 7, LLC, a Delaware limited liability company as Landlord, and HEAT BIOLOGICS, INC., a Delaware corporation, as Tenant.Heat Biologics, Inc. • June 23rd, 2021 • Pharmaceutical preparations • North Carolina
Company FiledJune 23rd, 2021 Industry JurisdictionThis Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between DURHAM KEYSTONE TECH 7, LLC, a Delaware limited liability company (“Landlord”), and HEAT BIOLOGICS, INC., a Delaware corporation (“Tenant”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT SCORPIUS HOLDINGS, INC.Scorpius Holdings, Inc. • August 1st, 2024 • Pharmaceutical preparations • New York
Company FiledAugust 1st, 2024 Industry JurisdictionTHIS 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 hereof (the “Initial Issuance Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Scorpius Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares of common stock, par value $0.0002 per share (the “Common Stock”), of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ContractHeat Biologics, Inc. • May 30th, 2013 • Pharmaceutical preparations • North Carolina
Company FiledMay 30th, 2013 Industry JurisdictionTHIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
FORM OF HEAT BIOLOGICS, INC. INCENTIVE STOCK OPTION AGREEMENT Granted under 2018 Stock Incentive PlanIncentive Stock Option Agreement • January 3rd, 2022 • Heat Biologics, Inc. • Pharmaceutical preparations • Delaware
Contract Type FiledJanuary 3rd, 2022 Company Industry Jurisdiction
ContractHeat Biologics, Inc. • May 6th, 2013 • Pharmaceutical preparations • North Carolina
Company FiledMay 6th, 2013 Industry JurisdictionTHIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.
FORM OF HEAT BIOLOGICS, INC. NON-STATUTORY STOCK OPTION AGREEMENT Granted Under 2017 Stock Incentive PlanStock Option Agreement • March 2nd, 2018 • Heat Biologics, Inc. • Pharmaceutical preparations • Florida
Contract Type FiledMarch 2nd, 2018 Company Industry Jurisdiction
FORM OF HEAT BIOLOGICS, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • October 4th, 2018 • Heat Biologics, Inc. • Pharmaceutical preparations • Delaware
Contract Type FiledOctober 4th, 2018 Company Industry JurisdictionTHIS RESTRICTED STOCK AGREEMENT (the “Agreement”) is made and entered into as of __________________ (the “Grant Date”), by and between Heat Biologics, Inc., a Delaware corporation (the “Company”), and __________________ (the “Participant”).
HEAT BIOLOGICS, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • January 6th, 2021 • Heat Biologics, Inc. • Pharmaceutical preparations • Delaware
Contract Type FiledJanuary 6th, 2021 Company Industry JurisdictionTHIS RESTRICTED STOCK AGREEMENT (the “Agreement”) is made and entered into as of (the “Grant Date”), by and between Heat Biologics, Inc., a Delaware corporation (the “Company”), and _________ (the “Participant”).
Non-Exclusive Evaluation and Biological Material LicenseTransfer Agreement • May 6th, 2013 • Heat Biologics, Inc. • Pharmaceutical preparations • Virginia
Contract Type FiledMay 6th, 2013 Company Industry JurisdictionTHIS NON-EXCLUSIVE EVALUATION AND BIOLOGICAL MATERIAL LICENSE AGREEMENT (the “Agreement”), effective as of the date of the last signature to the Agreement (“Effective Date”), is by and between the American Type Culture Collection, a District of Columbia not-for-profit corporation, having it offices at 10801 University Boulevard, Manassas, Virginia 20110-2209, USA (hereafter referred to as “ATCC”) and Heat Biologics, Inc., a for-profit corporation, having offices at 119 Washington Avenue, Suite 401, Miami Beach, FL 33139, USA (hereafter referred to as “Licensee”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 4th, 2017 • Heat Biologics, Inc. • Pharmaceutical preparations • North Carolina
Contract Type FiledJanuary 4th, 2017 Company Industry JurisdictionThis Employment Agreement (this “Agreement”), effective as of January 1, 2017 (the “Effective Date”), is by and between Heat Biologics, Inc., a corporation organized under the laws of the State of Delaware with offices located at 801 Capitola Drive, Durham, North Carolina 27514 (the “Corporation”), and Jeff T. Hutchins, Ph.D., an individual residing at 15823 S. 4210 Road, Claremore, Oklahoma 74017 (the “Executive”).
COMMON STOCK SUBSCRIPTION AGREEMENTCommon Stock Subscription Agreement • May 6th, 2013 • Heat Biologics, Inc. • Pharmaceutical preparations
Contract Type FiledMay 6th, 2013 Company IndustryTHIS COMMON STOCK SUBSCRIPTION AGREEMENT (this "Agreement") is made as of the date set forth on the signature page hereof between HEAT BIOLOGICS I, INC., a Delaware corporation (the "Company"), and the University of Miami, a Florida non-profit corporation, (the "Subscriber").
LICENSE AGREEMENTLicense Agreement • August 11th, 2021 • Heat Biologics, Inc. • Pharmaceutical preparations • Florida
Contract Type FiledAugust 11th, 2021 Company Industry JurisdictionThis License Agreement (the "Agreement") is entered into and made effective the 18 day of Feb, 2011 (the "Effective Date") between UNIVERSITY OF MIAMI and its School of Medicine, whose principal place of business is at 1600 N.W. 10th Avenue, Miami, Florida 33136 (hereinafter referred to as "LICENSOR") and HEAT BIOLOGICS 1, INC., a Delaware corporation, whose principal place of business is at Atlantic Center, 119 Washington Avenue, Suite 401, Miami Beach, FL 33139 (hereinafter referred to as "LICENSEE").
1st LEASE MODIFICATION AGREEMENT1st Lease Modification Agreement • May 6th, 2013 • Heat Biologics, Inc. • Pharmaceutical preparations
Contract Type FiledMay 6th, 2013 Company IndustryThis 1st Lease Modification Agreement made and entered into as of December 19, 2012, by and between EUROPA CENTER, LLC, herein represented by its duly authorized agent, AVISON YOUNG (formerly Thomas Linderman Graham Inc.), 100 Europa Dr., Suite 190, Chapel Hill, NC 27517, hereinafter, “Landlord” and Heat Biologics, Inc. hereinafter, “Tenant”.
FORM OF INVESTOR AGREEMENTInvestor Agreement • January 21st, 2020 • Heat Biologics, Inc. • Pharmaceutical preparations
Contract Type FiledJanuary 21st, 2020 Company IndustryThis agreement (the “Investor Agreement”) is being delivered to you in connection with an understanding by and between Heat Biologics, Inc., a Delaware corporation (the “Company”), and the person or persons named on the signature pages hereto (collectively, the “Holder”).
HEAT BIOLOGICS, INC. HEAT BIOLOGICS I, INC. HEAT BIOLOGICS III, INC. HEAT BIOLOGICS IV, INC. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 25th, 2014 • Heat Biologics, Inc. • Pharmaceutical preparations • North Carolina
Contract Type FiledAugust 25th, 2014 Company Industry JurisdictionThis LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of August 22, 2014, by and between Square 1 Bank (“Bank”) and Heat Biologics, Inc., Heat Biologics I, Inc., Heat Biologics III, Inc., and Heat Biologics IV, Inc. (individually and collectively referred to as “Borrower”).
SEVERANCE AGREEMENTSeverance Agreement • March 10th, 2015 • Heat Biologics, Inc. • Pharmaceutical preparations • North Carolina
Contract Type FiledMarch 10th, 2015 Company Industry JurisdictionTHIS SEVERANCE AGREEMENT (the “Agreement”), dated as of March 9, 2015 (the “Execution Date”), between Matthew Czajkowski, an individual (the “Executive”), and Heat Biologics, Inc. (“Heat”), a Delaware corporation, recites and provides as follows:
AMENDMENT NO. 2 TO RIGHTS AGREEMENTRights Agreement • March 13th, 2020 • Heat Biologics, Inc. • Pharmaceutical preparations
Contract Type FiledMarch 13th, 2020 Company IndustryThis Amendment No. 2 (this “Amendment”) dated the 10th day of March, 2020 to the Rights Agreement, dated March 11, 2018, as amended by Amendment No. 1 thereto, dated March 8, 2019 (the “Agreement”), by and between Heat Biologics, Inc. (the “Company”) and Continental Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”). Capitalized terms used herein without definition shall have the meanings assigned in the Agreement.