UNDERWRITING AGREEMENT between HEPION PHARMACEUTICALS INC. and THINKEQUITY A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. as Representative of the Several Underwriters HEPION PHARMACEUTICALS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • November 20th, 2020 • Hepion Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
The undersigned, Hepion Pharmaceuticals, Inc., a corporation formed under the laws of the State of 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 Hepion Pharmaceuticals Inc, (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:
CONTRAVIR PHARMACEUTICALS, INC. (a Delaware corporation) 12,000,000 Shares of Common Stock Warrants to Purchase 6,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 25th, 2017 • ContraVir Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
COMMON STOCK PURCHASE WARRANT CONTRAVIR PHARMACEUTICALS, INC.ContraVir Pharmaceuticals, Inc. • June 5th, 2019 • Pharmaceutical preparations • 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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on , 2024(1) (the “Termination Date”) but not thereafter, to subscribe for and purchase from Contravir Pharmaceuticals, 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).
HEPION PHARMACEUTICALS, INC., ISSUER AND [TRUSTEE], TRUSTEE INDENTURE DATED AS OF , 20__ SENIOR DEBT SECURITIESIndenture • April 2nd, 2021 • Hepion Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of [ · ], among Hepion Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and [TRUSTEE], as trustee (the "Trustee"):
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 3rd, 2023 • Hepion Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 29, 2023, between Hepion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
HEPION PHARMACEUTICALS, INC. Common Stock (par value $0.0001 per share) At Market Issuance Sales AgreementHepion Pharmaceuticals, Inc. • February 12th, 2020 • Pharmaceutical preparations • New York
Hepion Pharmaceuticals, Inc. Shares of Common Stock (par value $ 0.0001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • July 21st, 2023 • Hepion Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Hepion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
ContraVir Pharmaceuticals, Inc. and Philadelphia Stock Transfer, Inc., as Warrant Agent Warrant Agency Agreement Dated as of July 2, 2018Warrant Agency Agreement • July 5th, 2018 • ContraVir Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
WARRANT AGENCY AGREEMENT, dated as of July 2, 2018 (“Agreement”), between ContraVir Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Philadelphia Stock Transfer, Inc. (the “Warrant Agent”).
Form of Representative’s Warrant AgreementHepion Pharmaceuticals, Inc. • November 20th, 2020 • Pharmaceutical preparations
THIS WARRANT TO PURCHASE COMMON STOCK (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 ____, 20__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from HEPION PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), up to ______ 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).
SERIES B-2 COMMON STOCK PURCHASE WARRANT Hepion Pharmaceuticals, Inc.Hepion Pharmaceuticals, Inc. • February 16th, 2024 • Pharmaceutical preparations
THIS SERIES B-2 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 the eighteen (18) month anniversary of the Initial Exercise Date (the “Termination Date”), but not thereafter, to subscribe for and purchase from Hepion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to 735,295 shares of common stock, par value $0.0001 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).
UNDERWRITING AGREEMENT between HEPION PHARMACEUTICALS INC. and THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., as Representative of the Several Underwriters HEPION PHARMACEUTICALS INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 17th, 2021 • Hepion Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
The undersigned, Hepion Pharmaceuticals Inc., a corporation formed under the laws of the State of 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 Hepion Pharmaceuticals Inc. (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:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 15th, 2018 • ContraVir Pharmaceuticals, Inc. • Pharmaceutical preparations • Utah
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 8, 2018, is entered into by and between CONTRAVIR PHARMACEUTICALS, INC., a Delaware corporation (“Company”), and ILIAD RESEARCH AND TRADING, L.P., a Utah limited partnership, its successors and/or assigns (“Investor”).
HEPION PHARMACEUTICALS, INC., ISSUER AND [TRUSTEE], TRUSTEE INDENTURE DATED AS OF , 20__ SUBORDINATED DEBT SECURITIESHepion Pharmaceuticals, Inc. • April 2nd, 2021 • Pharmaceutical preparations • New York
INDENTURE , dated as of [ · ], among Hepion Pharmaceuticals, Inc. , a Delaware corporation (the "Company"), and [ TRUSTEE ], as trustee (the "Trustee"):
CONTRAVIR PHARMACEUTICALS, INC. DEALER-MANAGER AGREEMENTDealer-Manager Agreement • June 13th, 2018 • ContraVir Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
The following will confirm our agreement relating to the proposed rights offering (the “Rights Offering”) to be undertaken by ContraVir Pharmaceuticals, Inc., a Delaware corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.0001 per share (the “Common Stock”) and to holders of warrants issued in October 2015, April 2016 and April 2017, subscription rights (the “Rights”) to subscribe for up to an aggregate of 20,000 units (the “Units”), each Unit consisting of one share of Preferred Stock (the “Rights Shares”) and 323 warrants, with each warrant representing the right to purchase one share of Common Stock (the “Rights Warrants” and the Rights Shares, the Rights Warrants and the shares of Common Stock issuable upon conversion of the Rights Shares and exercise of the Rights Warrants, the “Securities”), at a subscription price of $1,000 per Unit in cash (the “Subscription Price”).
SECURITY AGREEMENTSecurity Agreement • May 15th, 2018 • ContraVir Pharmaceuticals, Inc. • Pharmaceutical preparations • Utah
THIS SECURITY AGREEMENT (this “Agreement”), dated as of May 8, 2018, is executed by ContraVir Pharmaceuticals, Inc., a Delaware corporation (“Debtor”), in favor of Iliad Research and Trading, L.P., a Utah limited partnership (“Secured Party”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 19th, 2019 • ContraVir Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 13, 2019, between ContraVir Pharmaceuticals, 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”).
EXECUTIVE AGREEMENTExecutive Agreement • January 15th, 2015 • ContraVir Pharmaceuticals, Inc. • Pharmaceutical preparations • New Jersey
This Executive Agreement (the “Agreement”) is made and entered into effective as of January 19, 2015 (the “Effective Date”), by and between Dr. John Sullivan-Bolyai (the “Executive”) and ContraVir Pharmaceuticals, Inc., a Delaware corporation (the “Company”).
CO-PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • June 5th, 2019 • ContraVir Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
ContractContraVir Pharmaceuticals, Inc. • March 19th, 2019 • Pharmaceutical preparations • New York
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
ASSET PURCHASE AGREEMENT between BRISTOL-MYERS SQUIBB COMPANY, and SYNERGY PHARMACEUTICALS, INC. Dated as of August 17, 2012Asset Purchase Agreement • November 21st, 2013 • ContraVir Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
ASSET PURCHASE AGREEMENT dated as of August 17, 2012, between BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation (“Seller”), and SYNERGY PHARMACEUTICALS, INC., a Delaware corporation (“Purchaser”).
HEPION PHARMACEUTICALS, INC. Edison, NJ 08837Hepion Pharmaceuticals, Inc. • February 16th, 2024 • Pharmaceutical preparations
HEPION PHARMACEUTICALS, INC. (the “Company”) is pleased to offer (this “Offer”) to you (“Holder”, “you” or similar terminology) the opportunity to receive new common stock purchase warrants (the “New Warrants”) to purchase up an aggregate of 1,470,590 shares (collectively, the “New Warrant Shares”) of common stock, par value $0.0001 per share, of the Company (the “Common Stock”), equal to 150% of the 980,393 shares of Common Stock (such shares, collectively, the “Warrant Shares”) issuable pursuant to the exercise of that certain Series B Common Stock Purchase Warrant, currently held by you and issued to you on October 3, 2023 (the “Existing Warrant”), as more particularly set forth on the signature page hereto, in consideration for exercising for cash all of the Existing Warrant (which currently has an exercise price per share of $4.85) at an exercise price per share of $2.10 (with such exercise price being established for purposes of compliance with Nasdaq Stock Market listing rules)
CO-PLACEMENT AGENCY AGREEMENTCo-Placement Agency Agreement • April 18th, 2019 • ContraVir Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
and Warrants to Purchase 3,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 7th, 2015 • ContraVir Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
ContraVir Pharmaceuticals, 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 Laidlaw & Company (UK) Ltd. is acting as representative (the “Representative”), (i) an aggregate of 5,000,000 shares (the “Firm Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company and (ii) five-year warrants to purchase shares of Common Stock at an exercise price of $4.25 per share, or warrants to purchase an aggregate of 3,000,000 shares of Common Stock (the “Firm Warrants” and the shares of Common Stock underlying the Firm Warrants, the “Firm Warrant Shares”). The Company has granted the Underwriters the option to purchase an aggregate of up to an additional (a) 750,000 shares (the “Option Shares”) of Common Stock and (b) five-year warrants (the “Optional Warrants”) to purchase up to an aggrega
AMENDED AND RESTATED CONTRIBUTION AGREEMENTContribution Agreement • August 8th, 2013 • ContraVir Pharmaceuticals, Inc. • New York
THIS AMENDED AND RESTATED CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of August 5, 2013, but effective as of June 10, 2013, by and between Synergy Pharmaceuticals Inc., a Delaware corporation (“Parent”), and ContraVir Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used but not otherwise defined herein are intended to have the meanings given to them in EXHIBIT A attached hereto.
EXECUTIVE AGREEMENTExecutive Agreement • June 13th, 2016 • ContraVir Pharmaceuticals, Inc. • Pharmaceutical preparations • New Jersey
This Executive Agreement (the “Agreement”) is made and entered into effective as of June 1, 2016 or the date the merger is complete (the “Effective Date”), by and between Robert T. Foster (the “Executive”) and ContraVir Pharmaceuticals, Inc., a Delaware corporation (the “Company”).
COMMON STOCK PURCHASE WARRANT CONTRAVIR PHARMACEUTICALS, INC.Common Stock Purchase Warrant • April 18th, 2019 • ContraVir Pharmaceuticals, Inc. • Pharmaceutical preparations • 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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on , 2024(1) (the “Termination Date”) but not thereafter, to subscribe for and purchase from Contravir Pharmaceuticals, 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).
and Warrants to Purchase 2,484,789 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 30th, 2016 • ContraVir Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
ContraVir Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the public through Laidlaw & Company (UK) Ltd, as representative (the “Representative”) of the several underwriters (the “Underwriters”) named in Schedule I hereto, on a best efforts basis, (i) up to an aggregate of 4,929,578 shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), of the Company and (ii) five-year warrants to purchase shares of Common Stock at an exercise price of $1.70 per share, or warrants to purchase up to an aggregate of 2,484,789 shares of Common Stock (the “Warrants” and the shares of Common Stock underlying the Warrants, 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 immediately separable and transferable upon issuance. The terms of the Warrants are set forth in the f
FORM OF SUPPORT AGREEMENTForm of Support Agreement • July 22nd, 2024 • Hepion Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Support Agreement (this “Agreement”) is made as of [●], 2024 by and among (i) Hepion Pharmaceuticals, Inc., a Delaware corporation (“Hepion”), (ii) Pharma Two B Ltd., a company organized under the laws of the State of Israel (the “Company”), and (iii) the undersigned shareholder (“Holder”) of Hepion. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
AMENDED AND RESTATED SHARED SERVICES AGREEMENTShared Services Agreement • August 8th, 2013 • ContraVir Pharmaceuticals, Inc. • New York
This Amended and Restated Shared Services Agreement, dated as of August 5, 2013, but effective as of May 15, 2013 (the “Effective Date”), is by and between ContraVir Pharmaceuticals, Inc., a Delaware corporation (“ContraVir”), and Synergy Pharmaceuticals Inc., a Delaware corporation (“Synergy”). ContraVir and Synergy are sometimes referred to herein separately as a “Party” and together as the “Parties”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 22nd, 2024 • Hepion Pharmaceuticals, Inc. • Pharmaceutical preparations
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2024, by and among Pharma Two B Ltd, a corporation incorporated in Israel, with headquarters located at 4 Oppenheimer Street, Rehovot, Israel 7670104 (the “Company”), Hepion Pharmaceuticals, Inc., a Delaware corporation (“Hepion”) and the Buyers (as defined below).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 15th, 2014 • ContraVir Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is dated this 14th day of October, 2014, by and between CONTRAVIR PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and (the “Purchaser”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT HEPION PHARMACEUTICALS, INC.Hepion Pharmaceuticals, Inc. • November 20th, 2020 • Pharmaceutical preparations • New York
THIS 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 Issue Date and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Hepion Pharmaceuticals Inc., a Delaware corporation (the “Company”), up to ______ shares of 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).
CONFIDENTIAL February 15, 2024Hepion Pharmaceuticals, Inc. • February 16th, 2024 • Pharmaceutical preparations • New York
The purpose of this financial advisory agreement (this “Agreement”) is to confirm the engagement of A.G.P./Alliance Global Partners (“A.G.P.”) by Hepion Pharmaceuticals, Inc. (the “Company”) to render Financial Services (as defined below) to the Company.
FORM OF SENIOR UNSECURED NONCONVERTIBLE NOTE]Loan Agreement • July 22nd, 2024 • Hepion Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTIONS 3 AND 18(a) HEREOF. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE MAY BE L
Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. AMENDMENT NO. 1 TO NICAMS PURCHASE AND SALE AGREEMENT May 26, 2016Nicams Purchase and Sale Agreement • November 12th, 2020 • Hepion Pharmaceuticals, Inc. • Pharmaceutical preparations • British Columbia
THIS AMENDMENT NO. 1 (this “Amendment”) to the NCIAMs Purchase and Sale Agreement, is made and entered into as of May 26, 2016, by and between Aurinia Pharmaceuticals Inc., a Canadian corporation (“Aurinia”), Ciclofilin Pharmaceuticals Corp., an Alberta corporation (“CPC”), and Ciclofilin Pharmaceuticals, Inc., a Delaware corporation as successor in interest to Ciclofilin Pharmaceuticals Inc., a California corporation (“CPI”). Aurinia, CPI and CPC may each be referred to herein individually as a “Party” and collectively as the “Parties”.
