ANNOVIS BIO, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of ________, 20__ Debt SecuritiesIndenture • February 1st, 2024 • Annovis Bio, Inc. • Pharmaceutical preparations • New York
WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;
WARRANT TO PURCHASE COMMON STOCK ANNOVIS BIO, INC.Annovis Bio, Inc. • March 25th, 2020 • Pharmaceutical preparations
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, ThinkEquity, a division of Fordham Financial Management, Inc. 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 January 29, 2021 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date (such date, the “Termination Date”) that is five (5) years following the effective date of the offering , but not thereafter, to subscribe for and purchase from Annovis Bio, Inc., a Delaware corporation (the “Company”), up to 100,000 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. 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).
UNDERWRITING AGREEMENT between ANNOVIS BIO, INC. and THINKEQUITY A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. as Representative of the Several UnderwritersUnderwriting Agreement • January 24th, 2020 • Annovis Bio, Inc. • Pharmaceutical preparations • New York
The undersigned, Annovis Bio, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc., (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:
UNDERWRITING AGREEMENT between ANNOVIS BIO, INC. and THINKEQUITY A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. as Representative of the Several UnderwritersUnderwriting Agreement • January 21st, 2020 • Annovis Bio, Inc. • Pharmaceutical preparations • New York
The undersigned, Annovis Bio, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc., (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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 26th, 2024 • Annovis Bio, Inc. • Pharmaceutical preparations
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 25, 2024, is by and between Keystone Capital Partners, LLC, a Delaware limited liability company (the “Investor”), and Annovis Bio, Inc., a Delaware corporation (the “Company”).
ANNOVIS BIO, INC. Common Stock ($0.0001 par value) ATM EQUITY OFFERINGSM SALES AGREEMENTEquity Offeringsm Sales Agreement • April 3rd, 2023 • Annovis Bio, Inc. • Pharmaceutical preparations • New York
Annovis Bio, 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 BofA Securities, Inc. (“BofA”) or ThinkEquity LLC (“ThinkEquity”), as sales agents and/or principals (each an “Agent”, and collectively, the “Agents”), shares (the “Shares”) of the Company’s common stock, $0.0001 par value (the “Common Stock”), having an aggregate gross sales price of not to exceed $50,000,000, on the terms set forth in this ATM Equity OfferingSM Sales Agreement. The Company agrees that whenever it determines to sell Shares directly to an Agent or Agents as principal(s) it will enter into a separate written Terms Agreement (each, a “Terms Agreement”), in substantially the form of Annex I hereto, relating to such sale in accordance with Section 2(j) hereof. References herein to “this Agreement” or to matters contained “herein” or “hereunder”, or words of similar import, mean this ATM Equity Offering SM
ANNOVIS BIO, INC. 1,250,000 Shares of Common Stock Warrants to Purchase 1,250,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 1st, 2023 • Annovis Bio, Inc. • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 21st, 2024 • Annovis Bio, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 21, 2024, is by and among Annovis Bio, Inc., a Delaware corporation with headquarters located at 101 Lindenwood Drive, Suite 225 Malvern, PA 19355 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
COMMON STOCK PURCHASE AGREEMENT Dated as of April 25, 2024 by and among ANNOVIS BIO, INC., and KEYSTONE CAPITAL PARTNERS, LLCCommon Stock Purchase Agreement • April 26th, 2024 • Annovis Bio, Inc. • Pharmaceutical preparations • New York
This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of April 25, 2024 (this “Agreement”), by and between Keystone Capital Partners, LLC, a Delaware limited liability company (the “Investor”) and Annovis Bio, Inc., a Delaware corporation (the “Company”).
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 25th, 2020 • Annovis Bio, Inc. • Pharmaceutical preparations • Pennsylvania
NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • March 29th, 2024 • Annovis Bio, Inc. • Pharmaceutical preparations
THIS AGREEMENT, effective as of _____________, 20__, is made by and between Annovis Bio, Inc. (the “Company”), a Delaware corporation, and [________________] (the “Employee”), an employee of the Company.
Investigator-Initiated Clinical Trial AgreementInvestigator-Initiated • July 3rd, 2019 • Annovis Bio, Inc. • Pharmaceutical preparations • California
This Clinical Trial Agreement (“Agreement”) is made and entered into effective as of the full execution hereof (“Effective Date”), by and between The Regents of the University of California, a California constitutional corporation, on behalf of its San Diego campus, located at 9500 Gilman Drive, La Jolla, CA 92093, California (“Institution”), and QR Pharma, Inc., a Delaware corporation having its principal place of business at 1055 Westlakes Drive, Suite 300, Berwyn PA 19312 (“Company”), (each may be individually referred to as a “Party” and collectively, as “the Parties”).
ANNOVIS BIO, INC. WARRANT TO PURCHASE COMMON STOCKAnnovis Bio, Inc. • November 1st, 2023 • Pharmaceutical preparations • Delaware
Annovis Bio, Inc., a Delaware corporation (the “Company”), certifies that, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, ___________, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Exercisability Date, but not after 5:30 p.m., New York Time, on the Expiration Date, up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 16. This Warrant is one of the warrants to purchase Common Stock issued in connection with the transactions conte
License Agreement AmendmentLicense Agreement • July 3rd, 2019 • Annovis Bio, Inc. • Pharmaceutical preparations • District of Columbia
This license agreement amendment (“Amendment’’) amends the License Agreement dated November 10, 2008 (“Agreement”) by and between RAPTOR THERAPEUTICS INC., having its principal place of business at 9 Commercial Blvd., Suite 200, Novato, CA 94949 (hereinafter referred to as “Licensor’’), formerly known as TorreyPines Therapeutics, Inc.; and QR PHARMA, INC., having its principal place of business at 1223 Foxglove Lane, West Chester, PA 19380 (hereinafter referred to as “Licensee”).
License Agreement Amendment Number 2License Agreement Amendment Number • July 3rd, 2019 • Annovis Bio, Inc. • Pharmaceutical preparations
This license agreement amendment number 2 (“Amendment Number 2”), effective as of May 2, 2012 (“Effective Date”), amends the License Agreement dated November 10, 2008, as amended November 18, 2011 (collectively, the “Current Agreement”) by and between RAPTOR THERAPEUTICS INC., having its principal place of business at 9 Commercial Blvd., Suite 200, Novato, CA 94949 (hereinafter referred to as “Licensor”), formerly known as TorreyPines Therapeutics, Inc.; and QR PHARMA, INC., having its principal place of business at 1055 Westlakes Drive, Suite 300, Berwyn, PA 19312 (hereinafter referred to as “Licensee”)..
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 3rd, 2019 • Annovis Bio, Inc. • Pharmaceutical preparations • Pennsylvania
EMPLOYMENT AGREEMENT effective as of May 10, 2019 between Annovis Bio, Inc. (the “Employer”), a Delaware corporation, and Maria L. Maccecchini (the “Employee”).
SePARATION Agreement AND GENERAL RELEASESeparation Agreement and General Release • September 12th, 2022 • Annovis Bio, Inc. • Pharmaceutical preparations • Pennsylvania
THIS SEPARATION AGREEMENT AND GENERAL RELEASE (the “Agreement”) is entered into by and between Annovis Bio, Inc. (the “Company”) and Jeffrey B. McGroarty (“Executive”).
QR PHARMA, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 8th, 2019 • Annovis Bio, Inc. • Pharmaceutical preparations • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of December 19, 2014 among QR Pharma, Inc. (the “Company”), a Delaware corporation, and each stockholder of the Company who is a signatory hereto and each additional person who hereafter becomes a stockholder of the Company and a party to this Agreement in accordance with this Agreement, for as long as they are stockholders of the Company (individually an “Investor” and collectively the “Investors”).
SEPARATION Agreement AND GENERAL RELEASESeparation Agreement and General Release • May 1st, 2024 • Annovis Bio, Inc. • Pharmaceutical preparations • Pennsylvania
THIS SEPARATION AGREEMENT AND GENERAL RELEASE (the “Agreement”) is entered into by and between Annovis Bio, Inc. (the “Company”) and Henry Hagopian, III (“Executive”).
LICENSE AGREEMENTLicense Agreement • July 3rd, 2019 • Annovis Bio, Inc. • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (this “Agreement”), dated as of November 10, 2008, is by and between TORREYPINES THERAPEUTICS, INC., a Delaware corporation having its principal place of business at 11085 North Torrey Pines Road, Suite 300, La Jolla, CA 92037 (hereinafter referred to as “Licensor”); and QR Pharma, Inc., a Delaware corporation and having its principal place of business at 1223 Foxglove Lane, West Chester, PA 19380 (hereinafter referred to as “Licensee”). Licensor and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
