SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 23rd, 2020 • Outlook Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 22, 2020, between Outlook Therapeutics, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 24th, 2024 • Outlook Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 22, 2024, between Outlook Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the several investors signatory hereto (each, an “Investor” and, collectively, the “Investors”).
UNDERWRITER COMMON STOCK PURCHASE WARRANT OUTLOOK THERAPEUTICS, Inc.Security Agreement • February 2nd, 2021 • Outlook Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
THIS UNDERWRITER COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [NAME] 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 January 28, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Outlook Therapeutics, Inc., a Delaware corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock, as defined in Section 1 herein. 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). This Warrant is being issued pursuant to the Underwriting Agreement.
OUTLOOK THERAPEUTICS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 2024 Debt SecuritiesIndenture • March 28th, 2024 • Outlook Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
INDENTURE, dated as of [•], 20 , among OUTLOOK THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
Outlook Therapeutics, Inc. 40,000,000 Shares of Common Stock (par value $0.01 per share) Amended and Restated Underwriting AgreementUnderwriting Agreement • November 29th, 2021 • Outlook Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
Outlook Therapeutics, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 40,000,000 shares of its common stock, par value $0.01 per share (the “Shares”). The 40,000,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 6,000,000 Shares as provided in Section 2 (the “Optional Shares”). The Firm Shares and, if and to the extent such option is exercised, the Optional Shares, are collectively called the “Offered Shares.” H.C. Wainwright & Co., LLC (“Wainwright”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used he
OUTLOOK THERAPEUTICS, INC. AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF OUTLOOK THERAPEUTICS, INC. FORM OF PREFERRED STOCK WARRANT AGREEMENTPreferred Stock Warrant Agreement • March 28th, 2024 • Outlook Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between OUTLOOK THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 9th, 2017 • Oncobiologics, Inc. • Biological products, (no disgnostic substances) • Illinois
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of March 8, 2017, by and between ONCOBIOLOGICS, INC., a Delaware corporation (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").
OUTLOOK THERAPEUTICS, INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF OUTLOOK THERAPEUTICS, INC. FORM OF COMMON STOCK WARRANT AGREEMENTCommon Stock Warrant Agreement • March 28th, 2024 • Outlook Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between OUTLOOK THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
AT THE MARKET OFFERING AGREEMENTAt the Market Offering Agreement • March 26th, 2021 • Outlook Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
Outlook Therapeutics, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
UNDERWRITER COMMON STOCK PURCHASE WARRANT OUTLOOK THERAPEUTICS, Inc.Security Agreement • November 29th, 2021 • Outlook Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
THIS UNDERWRITER COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [NAME] 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 November 23, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Outlook Therapeutics, Inc., a Delaware corporation (the “Company”), up to [__] shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock, as defined in Section 1 herein. 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). This Warrant is being issued pursuant to the Underwriting Agreement.
Oncobiologics, Inc. [________] Units 1 Each Unit Consisting of One Share of Common Stock ($0.01 par value), One Half of a Series A Warrant to purchase One Share of Common Stock and One Half of a Series B Warrant to purchase One Share of Common Stock...Underwriting Agreement • May 11th, 2016 • Oncobiologics, Inc. • Biological products, (no disgnostic substances) • New York
PURCHASE AGREEMENTPurchase Agreement • March 9th, 2017 • Oncobiologics, Inc. • Biological products, (no disgnostic substances) • Illinois
PURCHASE AGREEMENT (the “Agreement”), dated as of March 8, 2017, by and between ONCOBIOLOGICS, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 24th, 2020 • Outlook Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 24, 2020, between Outlook Therapeutics, Inc., a Delaware corporation (the “Company”), and GMS Ventures and Investments, a Cayman Islands company (including its successors and assigns, “Purchaser”).
OUTLOOK THERAPEUTICS, INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF OUTLOOK THERAPEUTICS, INC. FORM OF DEBT SECURITIES WARRANT AGREEMENTDebt Securities Warrant Agreement • March 28th, 2024 • Outlook Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [●], between OUTLOOK THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 2nd, 2021 • Outlook Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 28, 2021, between Outlook Therapeutics, Inc., a Delaware corporation (the “Company”), and Syntone Ventures LLC (including its successors and assigns, “Purchaser”).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Outlook Therapeutics, Inc.Placement Agent Agreement • December 23rd, 2022 • Outlook Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS PLACEMENT AGENT 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December ___, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Outlook Therapeutics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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). This Warrant is issued by the Company pursuant to the Engagement Agreement, dated as of December 22, 2022, between the Company and M.S. Howells & Co. (the “Engagement Agreement”).
Securities Purchase AgreementSecurities Purchase Agreement • December 22nd, 2022 • Outlook Therapeutics, Inc. • Biological products, (no disgnostic substances) • Utah
This Securities Purchase Agreement (this “Agreement”), dated as of December 22, 2022, is entered into by and between Outlook Therapeutics, Inc., a Delaware corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).
OUTLOOK THERAPEUTICS, INC. [●] Shares of Common Stock 15-Month Warrants to Purchase up to [●] Shares of Common Stock Five-Year Warrants to Purchase up to [●] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 9th, 2019 • Outlook Therapeutics, Inc. • Biological products, (no disgnostic substances)
Outlook Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained in this Underwriting Agreement (the “Agreement”), to sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of (i) [●] shares (the “Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”), (ii) 15-Month Warrants (the “15-Month Warrants”) to purchase up to an aggregate of [●] shares of Common Stock (the “15-Month Warrant Shares”) and (iii) Five-Year Warrants (the “Five-Year Warrants” and, collectively with the 15-Month Warrants, the “Warrants”) to purchase up to an aggregate of [●] shares of Common Stock (the “Five-Year Warrant Shares” and, collectively with the 15-Month Warrant Shares, the “Warrant Shares”). The respective amounts of the Shares and Warrants to be purchased by each of the several Underwriters are
Indemnity AgreementIndemnity Agreement • January 15th, 2016 • Oncobiologics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnity Agreement (the “Agreement”) is made and entered into as of ______________, 20__, between Oncobiologics, Inc., a Delaware corporation (the “Company”), and ___________ (“Indemnitee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 11th, 2021 • Outlook Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 9, 2021, between Outlook Therapeutics, Inc., a Delaware corporation (the “Company”), and GMS Ventures and Investments (including its successors and assigns, “Purchaser”).
EXECUTIVE Employment AgreementExecutive Employment Agreement • July 9th, 2021 • Outlook Therapeutics, Inc. • Biological products, (no disgnostic substances) • New Jersey
This Executive Employment Agreement dated as of July 6, 2021 (“Agreement”) is by and between C. Russell Trenary III (“Executive”) and Outlook Therapeutics, Inc. (“Company”).
At-the-market SALES AGREEMENTAt-the-Market Sales Agreement • May 16th, 2023 • Outlook Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
Outlook Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with BTIG, LLC (“BTIG” and, together with the Company, the “Parties”), as follows:
FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 23rd, 2022 • Outlook Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December [•], 2022, between Outlook Therapeutics, 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”).
WARRANT AGREEMENTWarrant Agreement • May 15th, 2019 • Outlook Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
THIS WARRANT AGREEMENT made as of April 12, 2019 (the “Issuance Date”), between Outlook Therapeutics, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 18th, 2015 • Oncobiologics, Inc. • Biological products, (no disgnostic substances) • New Jersey
EMPLOYMENT AGREEMENT (this “Agreement”), dated as of January 1, 2011, by and between ONCOBIOLOGICS, INC., a New Jersey corporation (the “Company”), and PANKAJ MOHAN, Ph.D. (the “Executive”).
AMENDED AND RESTATED EXECUTIVE Employment AgreementExecutive Employment Agreement • June 7th, 2022 • Outlook Therapeutics, Inc. • Biological products, (no disgnostic substances) • New Jersey
This Amended and Restated Executive Employment Agreement dated as of June 2, 2022 (“Agreement”) is by and between Lawrence A. Kenyon (“Executive”) and Outlook Therapeutics, Inc. (“Company”).
security agreementSecurity Agreement • December 23rd, 2016 • Oncobiologics, Inc. • Biological products, (no disgnostic substances) • New York
This Security Agreement dated as of December 22, 2016 (“Security Agreement”), is made by and among Oncobiologics, Inc. a Delaware corporation (“Grantor”), and the Purchasers listed on the signature pages hereto (each, a “Secured Party” and, collectively, the “Secured Parties”).
ContractCommercial License Agreement • January 15th, 2016 • Oncobiologics, Inc. • Biological products, (no disgnostic substances)
[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
FORM OF VOTING AND LOCK-UP AGREEMENTVoting and Lock-Up Agreement • September 11th, 2017 • Oncobiologics, Inc. • Biological products, (no disgnostic substances) • New York
This Voting and Lock-Up Agreement (this “Agreement”) is entered into as of September 7, 2017, between GMS Tenshi Holdings Pte. Limited, a Singapore private limited company (“GMS”), and [DIRECTOR/EXECUTIVE OFFICER](the “Stockholder”), a stockholder of Oncobiologics, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.
PURCHASE AGREEMENT by and between ONCOBIOLOGICS, Inc. and BIOLEXIS PTE. LIMITED Dated November 5, 2018Purchase Agreement • November 9th, 2018 • Oncobiologics, Inc. • Biological products, (no disgnostic substances) • New York
This PURCHASE AGREEMENT (this “Agreement”), dated as of November 5, 2018, is entered into by and between Oncobiologics, Inc., a Delaware corporation (the “Company”), and BioLexis Pte. Limited, a Singapore private limited company (“Investor”).
INVESTORS’ RIGHTS AGREEMENT by and among ONCOBIOLOGICS, INC., STRIDES PHARMA INC. and CERTAIN KEY HOLDERS March 10, 2014Investors’ Rights Agreement • May 11th, 2016 • Oncobiologics, Inc. • Biological products, (no disgnostic substances) • New York
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 10th day of March, 2014, by and among Oncobiologics, Inc., a New Jersey corporation (the “Company”), Strides Pharma Inc., a company incorporated under the laws of New Jersey (the “Investor”), and each of the shareholders listed on Schedule A hereto, each of whom is referred to herein as a “Key Holder”.
ContractWarrant Agreement • May 11th, 2016 • Oncobiologics, Inc. • Biological products, (no disgnostic substances) • New York
NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, PURSUANT TO REGISTRATION OR QUALIFICATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY PROPOSED TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. THIS WARRANT IS SUBJECT TO THE TRANSFER RESTRICTIONS SET FORT
WARRANT AGREEMENT ONCOBIOLOGICS, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, AS WARRANT AGENTWarrant Agreement • June 27th, 2016 • Oncobiologics, Inc. • Biological products, (no disgnostic substances) • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of May 18, 2016, is by and between Oncobiologics, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Warrant Agent (the “Warrant Agent”).
STRICTLY CONFIDENTIAL Outlook Therapeutics, Inc.Placement Agent Agreement • June 23rd, 2020 • Outlook Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
SEPARATION AGREEMENT AND RELEASESeparation Agreement • April 26th, 2019 • Outlook Therapeutics, Inc. • Biological products, (no disgnostic substances) • New Jersey
This Separation Agreement and Release (“Agreement”) is made by and between Kenneth M. Bahrt, M.D. (“Employee”) and Outlook Therapeutics, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
