UNDERWRITING AGREEMENT between ALTAMIRA THERAPEUTICS LTD. and THINKEQUITY LLC as Representative of the Several Underwriters ALTAMIRA THERAPEUTICS LTD.Underwriting Agreement • March 23rd, 2023 • Altamira Therapeutics Ltd. • Pharmaceutical preparations • New York
The undersigned, Altamira Therapeutics Ltd., an exempted company limited by shares incorporated in Bermuda (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 Altamira Therapeutics Ltd., 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:
330,000 Common Shares, Pre-Funded Warrants to Purchase 1,721,280 Common Shares and Warrants to Purchase 2,051,280 Common Shares Auris Medical Holding Ltd. UNDERWRITING AGREEMENTUnderwriting Agreement • May 16th, 2019 • Auris Medical Holding Ltd. • Pharmaceutical preparations • New York
AURIS MEDICAL HOLDING AG Common Shares (nominal value CHF 0.02 per share) Sales AgreementSales Agreement • November 30th, 2018 • Auris Medical Holding AG • Pharmaceutical preparations • New York
Auris Medical Holding AG, a company established in Switzerland (the “Company”), confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (the “Agent”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 5th, 2022 • Altamira Therapeutics Ltd. • Pharmaceutical preparations
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 5, 2022, by and between ALTAMIRA THERAPEUTICS LTD., an exempted company limited by shares incorporated in Bermuda (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). 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”).
AT THE MARKET OFFERING AGREEMENTAt the Market Offering Agreement • January 19th, 2024 • Altamira Therapeutics Ltd. • Pharmaceutical preparations • New York
Altamira Therapeutics Ltd., an exempted company incorporated under the laws of Bermuda (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 3rd, 2020 • Auris Medical Holding Ltd. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 2, 2020, between Auris Medical Holding Ltd., an exempted company limited by shares incorporated in Bermuda (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PURCHASE AGREEMENTPurchase Agreement • December 5th, 2022 • Altamira Therapeutics Ltd. • Pharmaceutical preparations • New York
The undersigned as ___________ of ALTAMIRA THERAPEUTICS LTD., an exempted company limited by shares incorporated in Bermuda, hereby certifies that ____________ is the duly elected, appointed, qualified and acting ___________ of ALTAMIRA THERAPEUTICS LTD., and that the signature appearing above is his genuine signature.
Auris Medical Holding Ltd. Clarendon HousePlacement Agent Agreement • December 3rd, 2020 • Auris Medical Holding Ltd. • Pharmaceutical preparations • New York
WARRANT AGENT AGREEMENTWarrant Agent Agreement • March 23rd, 2023 • Altamira Therapeutics Ltd. • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 11th, 2023 • Altamira Therapeutics Ltd. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 5, 2023, between Altamira Therapeutics Ltd., an exempted company incorporated under the laws of Bermuda (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON SHARE PURCHASE WARRANT ALTAMIRA THERAPEUTICS LTD.Common Share Purchase Warrant • July 5th, 2023 • Altamira Therapeutics Ltd. • Pharmaceutical preparations • New York
THIS COMMON SHARE 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Altamira Therapeutics Ltd., an exempted company incorporated under the laws of Bermuda (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 19th, 2024 • Altamira Therapeutics Ltd. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 17, 2024, between Altamira Therapeutics Ltd., an exempted company incorporated under the laws of Bermuda (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PRE-FUNDED COMMON SHARE PURCHASE WARRANT ALTAMIRA THERAPEUTICS LTD.Pre-Funded Common Share Purchase Warrant • September 19th, 2024 • Altamira Therapeutics Ltd. • Pharmaceutical preparations • New York
THIS PRE-FUNDED COMMON SHARE 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 set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Altamira Therapeutics Ltd., an exempted company incorporated under the laws of Bermuda (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SERIES A-2 COMMON SHARE PURCHASE WARRANT Altamira Therapeutics Ltd.Warrant Agreement • September 19th, 2024 • Altamira Therapeutics Ltd. • Pharmaceutical preparations • New York
THIS SERIES A-2 COMMON SHARE 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the earlier of (i) the five (5) year anniversary following the initial issuance date or (ii) six (6) months following the date of the Series A-2 Milestone Event (as defined below) (the “Termination Date”) but not thereafter, to subscribe for and purchase from Altamira Therapeutics Ltd., an exempted company incorporated under the laws of Bermuda (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Auris Medical Holding AG as the Company and as Trustee Senior Indenture Dated as of [ ], [ ]Senior Indenture • September 1st, 2015 • Auris Medical Holding AG • Pharmaceutical preparations • New York
SENIOR INDENTURE, dated as of [ , ], between Auris Medical Holding AG, a public company with limited liability incorporated in Switzerland, as the Company, and [ ], as Trustee.
REGISTRATION RIGHTS AGREEMENT dated as of among AURIS MEDICAL HOLDING AG and THE SHAREHOLDERS PARTY HERETORegistration Rights Agreement • July 21st, 2014 • Auris Medical Holding AG • Pharmaceutical preparations • New York
Auris Medical Holding AG as the Company and as Trustee Subordinated Indenture Dated as of [ ], [ ]Subordinated Indenture • September 1st, 2015 • Auris Medical Holding AG • Pharmaceutical preparations • New York
SUBORDINATED INDENTURE, dated as of [ , ], between Auris Medical Holding AG, a public company with limited liability incorporated in Switzerland, as the Company, and [ ], as Trustee.
PLACEMENT AGENT COMMON SHARE PURCHASE WARRANT Altamira Therapeutics Ltd.Placement Agent Common Share Purchase Warrant • September 19th, 2024 • Altamira Therapeutics Ltd. • Pharmaceutical preparations • New York
THIS PLACEMENT AGENT COMMON SHARE 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 17, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Altamira Therapeutics Ltd., an exempted company incorporated under the laws of Bermuda (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to that certain Engagement Agreement between the Company and H.C. Wainwright & Co., LLC, dated as of August 6, 2024, as amended on August 20, 2024.
● ] Common Shares Auris Medical Holding AG UNDERWRITING AGREEMENTUnderwriting Agreement • May 4th, 2015 • Auris Medical Holding AG • Pharmaceutical preparations • New York
Die Unterzeichnende verpflichtet sich hiermit bedingungslos, eine dem Ausgabebetrag entsprechende Einlage der gezeichneten Aktien zu leisten.
Auris Medical Holding Ltd. and American Stock Transfer & Trust Company, LLC, as Warrant Agent Warrant Agent Agreement Dated as of May __, 2019 WARRANT AGENT AGREEMENTWarrant Agent Agreement • May 10th, 2019 • Auris Medical Holding Ltd. • Pharmaceutical preparations • New York
WARRANT AGENT AGREEMENT, dated as of May __, 2019 (“Agreement”), between Auris Medical Holding Ltd., an exempted company limited by shares incorporated in Bermuda (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • January 30th, 2018 • Auris Medical Holding AG • Pharmaceutical preparations • New York
COMMON SHARE PURCHASE WARRANT AURIS MEDICAL holding agCommon Share Purchase Agreement • January 30th, 2018 • Auris Medical Holding AG • Pharmaceutical preparations • New York
THIS COMMON SHARE 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 the close of business on January 30, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Auris Medical Holding AG, a company established in Switzerland (the “Company”), up to ______ (as subject to adjustment hereunder, the “Warrant Shares”) of registered common shares, nominal value CHF 0.40 per share (each, a “Common Share”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON SHARE PURCHASE WARRANT AURIS MEDICAL holding agCommon Share Purchase Warrant • July 12th, 2018 • Auris Medical Holding AG • Pharmaceutical preparations • New York
THIS COMMON SHARE 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 the close of business on June 18, 2020 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Auris Medical Holding AG, a company established in Switzerland (the “Company”), up to [______] (as subject to adjustment hereunder, the “Warrant Shares”) of registered common shares, nominal value CHF 0.02 per share (each, a “Common Share”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Stock Option Plan A Auris Medical AG Aeschenvorstadt 37Stock Option Plan • March 22nd, 2018 • Auris Medical Holding AG • Pharmaceutical preparations
10,000,000 Shares and Warrants to Purchase 7,000,000 Shares Auris Medical Holding AG UNDERWRITING AGREEMENTUnderwriting Agreement • February 21st, 2017 • Auris Medical Holding AG • Pharmaceutical preparations • New York
SHARE LENDING AGREEMENTShare Lending Agreement • June 1st, 2016 • Auris Medical Holding AG • Pharmaceutical preparations • New York
PURCHASE AGREEMENTPurchase Agreement • May 2nd, 2018 • Auris Medical Holding AG • Pharmaceutical preparations • New York
PURCHASE AGREEMENT (the “Agreement”), dated as of May 2, 2018, by and between AURIS MEDICAL HOLDING AG, a company established in Switzerland (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
ContractWarrant Agreement • March 22nd, 2018 • Auris Medical Holding AG • Pharmaceutical preparations • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), ANY US STATE SECURITIES LAWS, OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SUCH OTHER LAWS AS MAY BE APPLICABLE OR, SUBJECT TO SECTION 11 HEREOF, AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
] Shares, Pre-Funded Warrants to Purchase [ ] Shares, Series A Warrants to Purchase [ ] Shares and Series B Warrants to Purchase [ ] Shares Auris Medical Holding AG UNDERWRITING AGREEMENTUnderwriting Agreement • July 12th, 2018 • Auris Medical Holding AG • Pharmaceutical preparations • New York
English Translation [Letterhead of Privera AG]Lease Agreement • April 18th, 2014 • Auris Medical AG • Pharmaceutical preparations
PURCHASE AGREEMENTPurchase Agreement • December 13th, 2018 • Auris Medical Holding AG • Pharmaceutical preparations • New York
PURCHASE AGREEMENT (the “Agreement”), dated as of December 11, 2018, by and between AURIS MEDICAL HOLDING AG, a company established in Switzerland (the “Company”), and FIVET CAPITAL AG, a company established in Switzerland (the “Investor”).
Share Pledge AGREEMENT July 19, 2016 between Auris Medical Holding AG as Pledgor and Hercules Capital, Inc., as Agent and Pledgee and the other Lenders regarding the shares of Auris Medical AGShare Pledge Agreement • July 19th, 2016 • Auris Medical Holding AG • Pharmaceutical preparations
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 19th, 2016 • Auris Medical Holding AG • Pharmaceutical preparations • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of July 19, 2016 and is entered into by and among (a) AURIS MEDICAL HOLDING AG, a company organized under the laws of Switzerland (“Borrower”), (b) the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as “Lender”), and (c) HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent for itself and the Lender (in such capacity, the “Agent”).
CLAIMS Security ASSIGNMENT AGREEMENT July 19, 2016 between Auris Medical Holding AG as Assignor and Hercules Capital, Inc., as Agent and Assignee regarding the security assignment of intercompany receivablesClaims Security Assignment Agreement • July 19th, 2016 • Auris Medical Holding AG • Pharmaceutical preparations
Form of Amendment No. 1 to Loan AgreementLoan Agreement • May 16th, 2023 • Altamira Therapeutics Ltd. • Pharmaceutical preparations
Reference is made to the Loan Agreement dated December 28, 2022 (the “Agreement”), between you (the “Lender”) and Altamira Therapeutics Ltd. (the “AMTL”). The parties hereby agree that, effective as of the date hereof, the Agreement shall be amended as follows:
