SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 15th, 2024 • Moleculin Biotech, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of ______, 2024, between Moleculin Biotech, 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”).
UNDERWRITING AGREEMENT dated [·], 2016 Bonwick Capital Partners, LLC Underwriting AgreementUnderwriting Agreement • March 22nd, 2016 • Moleculin Biotech, Inc. • Pharmaceutical preparations • New York
COMMON STOCK PURCHASE WARRANT moleculin biotech, inc.Security Agreement • February 16th, 2018 • Moleculin Biotech, Inc. • Pharmaceutical preparations
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 August ___, 20181 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on August ___, 20232 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Moleculin Biotech, 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 21st, 2023 • Moleculin Biotech, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 20, 2023, between Moleculin Biotech, 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”).
SERIES B COMMON STOCK PURCHASE WARRANT MOLECULIN BIOTECH, INC.Warrant Agreement • August 15th, 2024 • Moleculin Biotech, Inc. • Pharmaceutical preparations • New York
THIS SERIES B 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 [Stockholder Approval Date]1 (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 of the Initial Exercise Date, and (ii) the six (6) month anniversary of the date on which the Company publicly announces the occurrence of the Series B Milestone Event (the “Termination Date”) but not thereafter, to subscribe for and purchase from Moleculin Biotech, 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).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 5th, 2018 • Moleculin Biotech, Inc. • Pharmaceutical preparations • Illinois
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of October 4, 2018, by and between MOLECULIN BIOTECH, 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").
COMMON STOCK PURCHASE WARRANT MOLECULIN BIOTECH, INC.Common Stock Purchase Warrant • December 21st, 2023 • Moleculin Biotech, Inc. • Pharmaceutical preparations
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 Shareholder Approval Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on five (5) year anniversary of the Shareholder Approval Date (the “Termination Date”), but not thereafter, to subscribe for and purchase from Moleculin Biotech, 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).
3,710,000 SHARES of Common Stock, 3,710,000 SERIES A Warrants (EXERCISABLE FOR 1,855,000 SHARES OF COMMON STOCK), 3,710,000 SERIES b Warrants (EXERCISABLE FOR 3,710,000 SHARES OF COMMON STOCK), and 3,710,000 SERIES c Warrants (EXERCISABLE FOR...Underwriting Agreement • February 9th, 2017 • Moleculin Biotech, Inc. • Pharmaceutical preparations • New York
The undersigned, Moleculin Biotech, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Moleculin Biotech, Inc., (the “Company”)), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Roth Capital Partners, LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
MOLECULIN BIOTECH, INC. Common Stock (par value $0.001 per share) At Market Issuance Sales AgreementAt Market Issuance Sales Agreement • June 25th, 2021 • Moleculin Biotech, Inc. • Pharmaceutical preparations • New York
Moleculin Biotech, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”), with Oppenheimer & Co. Inc. (the “Agent”) as follows:
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT MOLECULIN BIOTECH, INC.Placement Agent Common Stock Purchase Warrant • August 15th, 2024 • Moleculin Biotech, Inc. • Pharmaceutical preparations • New York
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 [Stockholder Approval Date] (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _____(the “Termination Date”) but not thereafter, to subscribe for and purchase from Moleculin Biotech, 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). This Warrant is issued pursuant to that certain engagement agreement by and between the Company and H.C. Wainwright & Co., LLC, dated as of June 8, 2024.
PURCHASE AGREEMENTPurchase Agreement • June 25th, 2021 • Moleculin Biotech, Inc. • Pharmaceutical preparations • Illinois
PURCHASE AGREEMENT (the “Agreement”), dated as of June 25, 2021, by and between MOLECULIN BIOTECH, INC., a Delaware corporation, (the “Company”), LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • June 21st, 2018 • Moleculin Biotech, Inc. • Pharmaceutical preparations • New York
FORM OF WARRANT] MOLECULIN BIOTECH, INC. Warrant To Purchase Common StockWarrant Agreement • February 6th, 2020 • Moleculin Biotech, Inc. • Pharmaceutical preparations • New York
Moleculin Biotech, Inc., a company organized under the laws of Delaware (the "Company"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [HOLDER], 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, at any time or times on or after [date six months and one day after the Issuance Date], (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), ______________ (_____________) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the "Warrant Shares"). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof,
WARRANT AGENCY AGREEMENTWarrant Agency Agreement • January 18th, 2017 • Moleculin Biotech, Inc. • Pharmaceutical preparations • New York
WARRANT AGENCY AGREEMENT, dated as of , 2017 (“Agreement”), between Moleculin Biotech, Inc., a Delaware corporation (the “Company”) and VStock Transfer, LLC (the “Warrant Agent”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • December 21st, 2023 • Moleculin Biotech, Inc. • Pharmaceutical preparations • New York
MOLECULIN BIOTECH, INC. 5,250,000 Units, Each Consisting of One Share of Common Stock and 0.5 of a Warrant to Purchase One Share of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 28th, 2019 • Moleculin Biotech, Inc. • Pharmaceutical preparations • New York
Moleculin Biotech, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, 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) 5,250,000 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”) and (ii) warrants (the “Warrants”) to purchase up to an aggregate of 2,625,000 shares of Common Stock (the “Warrant Shares”). The respective amounts of the Shares and Warrants to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. The Shares, the Warrants and the Warrant Shares are collectively referred to as the “Securities.”
PREFUNDED COMMON STOCK PURCHASE WARRANT MOLECULIN BIOTECH, INC.Prefunded Common Stock Purchase Warrant • December 21st, 2023 • Moleculin Biotech, Inc. • Pharmaceutical preparations
THIS PREFUNDED 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 Moleculin Biotech, 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).
14,273,684 Shares MOLECULIN BIOTECH, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 4th, 2021 • Moleculin Biotech, Inc. • Pharmaceutical preparations • New York
Moleculin Biotech, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, 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 14,273,684 shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”). In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 2,141,052 shares (the “Option Shares”) of Common Stock from the Company for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The Firm Shares and the Option Shares are collectively called the “Shares.”
STRICTLY CONFIDENTIAL Moleculin Biotech, Inc.Underwriting Agreement • August 15th, 2024 • Moleculin Biotech, Inc. • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 25th, 2021 • Moleculin Biotech, Inc. • Pharmaceutical preparations • Illinois
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 25, 2021, by and between MOLECULIN BIOTECH, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Investor”). 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”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 5th, 2024 • Moleculin Biotech, Inc. • Pharmaceutical preparations • Texas
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of January 4, 2024 (the “Effective Date”), by and between Moleculin Biotech, Inc., a Delaware corporation (the “Company”) having its principal place of business at 5300 Memorial Dr Ste 950, Houston, Texas, 77007, and Jonathan Foster (“Executive”, and the Company and the Executive collectively referred to herein as the “Parties”) having his office at such location of his choosing.
SERIES A COMMON STOCK PURCHASE WARRANT MOLECULIN BIOTECH, INC.Series a Common Stock Purchase Warrant • August 15th, 2024 • Moleculin Biotech, Inc. • Pharmaceutical preparations • New York
THIS SERIES A 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 [Stockholder Approval Date]1 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the earlier of (i) the two (2) year anniversary of the Initial Exercise Date, and (ii) the 60th day following the date on which the Company publicly announces the occurrence of the Series A Milestone Event (the “Termination Date”) but not thereafter, to subscribe for and purchase from Moleculin Biotech, 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).
Indemnification AND ADVANCEMENT AgreementIndemnification Agreement • May 31st, 2017 • Moleculin Biotech, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is made as of ________________, 2017, by and between Moleculin Biotech, Inc., a Delaware corporation (the “Company”), and __________________ (“Indemnitee”). Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 12.
PATENT AND TECHNOLOGY LICENSE AGREEMENTPatent and Technology License Agreement • March 24th, 2022 • Moleculin Biotech, Inc. • Pharmaceutical preparations • Texas
This AGREEMENT (“AGREEMENT”) is made by and between THE BOARD OF REGENTS (“BOARD”) of THE UNIVERSITY OF TEXAS SYSTEM (“SYSTEM”), an agency of the State of Texas, whose address is 201 West 7th Street, Austin, Texas 78701, on behalf of THE UNIVERSITY OF TEXAS M. D. ANDERSON CANCER CENTER (“MD ANDERSON”), a member institution of SYSTEM, and MOLECULIN BIOTECH, INC. a Delaware corporation having a principal place of business located at 5300 Memorial Drive - Suite 950, Houston, Texas 77007 (“LICENSEE”).
COMMERCIAL LEASE AGREEMENT Exh. 10.1Commercial Lease Agreement • May 14th, 2018 • Moleculin Biotech, Inc. • Pharmaceutical preparations
This Commercial Lease (“Lease”) is entered into as of _________________, 2018 (the “Effective Date”), by and between IPX MEMORIAL DRIVE INVESTORS, LLC, a Delaware limited liability company (“Landlord”) and MOLECULIN BIOTECH, INC., a Delaware corporation (“Tenant”). In consideration of the mutual covenants set forth herein, Landlord and Tenant agree as follows:
Moleculin Biotech, Inc.Subscription Agreement • February 6th, 2020 • Moleculin Biotech, Inc. • Pharmaceutical preparations • New York
The undersigned (the “Investor”) hereby confirms its agreement with Moleculin Biotech, Inc., a Delaware corporation (the “Company”) as follows:
MOLECULIN BIOTECH, INC. 7,500,000 Shares of Common Stock Warrants to Purchase 5,625,000 Shares of Common Stock PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • February 6th, 2020 • Moleculin Biotech, Inc. • Pharmaceutical preparations • New York
Subject to the terms and conditions herein (this “Agreement”) Moleculin Biotech, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of (i) 7,500,000 (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”) and (ii) warrants (the “Warrants”) to purchase up to an aggregate of 5,625,000 shares of Common Stock (the “Warrant Shares”) directly to various purchasers (each, a “Purchaser” and, collectively, the “Purchasers”) through Oppenheimer & Co. Inc., as Placement Agent (the “Placement Agent”). This Agreement and the documents executed and delivered by the Company and the Purchasers in connection with the Offering (as defined below), including, without limitation, a subscription agreement (the “Subscription Agreement”), shall be collectively referred to herein as the “Transaction Documents.” The Shares, the Warrants and the Warrant Shares are collectively referred to as the “Securities.” The Placement Agent may retain
FIRST AMENDMENT TO COMMERCIAL LEASE AGREEMENTCommercial Lease Agreement • November 13th, 2023 • Moleculin Biotech, Inc. • Pharmaceutical preparations
This First Amendment to Commercial Lease Agreement ("First Amendment") is made by and between IPX MEMORIAL DRIVE INVESTORS, LLC, a Delaware limited liability company ("Landlord") and MOLECULIN BIOTECH, INC., a Delaware corporation (“Tenant”), on this 6th day of September, 2023 (the “Effective Date”).
CONFIDENTIAL GENERAL RELEASE AND SEparation AGREEMENTConfidential General Release and Separation Agreement • October 13th, 2016 • Moleculin Biotech, Inc. • Pharmaceutical preparations • Texas
This Confidential General Release and Separation Agreement (hereinafter “Agreement”), is entered into between Louis Ploth (“Employee”) and Moleculin Biotech, Inc., a Delaware corporation (the “Company”).
ContractIncentive Stock Option Agreement • October 25th, 2024 • Moleculin Biotech, Inc. • Pharmaceutical preparations • Delaware
THIS DOCUMENT CONSTITUTES PART OF THE SECTION 10(a) PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
PATENT AND TECHNOLOGY DEVELOPMENT AND LICENSE AGREEMENTPatent and Technology Development and License Agreement • March 22nd, 2016 • Moleculin Biotech, Inc. • Pharmaceutical preparations • Texas
This fourteen (14) page AGREEMENT (“AGREEMENT”) is made on 15 of April 2011, by and between INTERTECH BIO CORPORATION (“INTERTECH”), and DERMIN Limited Liability Company having a principal place of business located at PL-00-116 Warszawa, ul. Świętokrzyska 36/17, Poland (“LICENSEE”).
AMENDMENT NO. 1 TO THE PATENT AND TECHNOLOGY LICENSE AGREEMENTPatent and Technology License Agreement • March 22nd, 2016 • Moleculin Biotech, Inc. • Pharmaceutical preparations
This AMENDMENT NO. 1 effective this 19th day of October, 2015 (“AMENDMENT NO. 1 EFFECTIVE DATE”), to the Patent and Technology License Agreement between the Parties dated June 21, 2010 (“ORIGINAL LICENSE”), is made by and between the BOARD OF REGENTS (“BOARD”) of THE UNIVERSITY OF TEXAS SYSTEM (“SYSTEM”), an agency of the State of Texas, whose address is 201 West 7th Street, Austin, Texas 78701, on behalf of THE UNIVERSITY OF TEXAS M. D. ANDERSON CANCER CENTER (hereinafter “UTMDACC”), a member institution of SYSTEM, and MOLECULIN, LLC, a limited liability company organized and existing under the laws of the state of Texas, having a principal place of business located at 1973 West Clay, Houston, Texas 77019 (“LICENSEE”). BOARD and LICENSEE may be referred to hereafter collectively as the “PARTIES.”
AMENDMENT NO. 4 TO PATENT AND TECHNOLOGY LICENSE AGREEMENTPatent and Technology License Agreement • August 11th, 2021 • Moleculin Biotech, Inc. • Pharmaceutical preparations
This Amendment No. 4, effective as of the date fully executed by both Parties (“Amendment No. 4 Effective Date”), to that certain Patent and Technology License Agreement between the Parties dated April 2, 2012, as previously amended by Amendment No.1 dated October 19, 2015 and Amendment No. 2 dated November 1, 2018, and Amendment No. 3 dated May 20, 2020 (as so amended, the “Original License”), is made by and between the Board of Regents (“Board”) of The University of Texas System (“System”), an agency of the State of Texas, on behalf of The University of Texas M. D. Anderson Cancer Center (hereinafter “UTMDACC”), a member institution of System, and Moleculin Biotech, Inc. (hereinafter “Licensee”), a Delaware corporation having a principal place of business located at 5300 Memorial Dr., Suite 950, Houston, Texas 77007. Board, on behalf of UTMDACC, and Licensee may herein be referred to collectively as the “Parties.”
PATENT AND TECHNOLOGY LICENSE AGREEMENT Exh.10.2Patent and Technology License Agreement • May 14th, 2018 • Moleculin Biotech, Inc. • Pharmaceutical preparations • Texas
This AGREEMENT ("AGREEMENT") is made on this 12th day of February, 2018, by and between THE BOARD OF REGENTS ("BOARD") of THE UNIVERSITY OF TEXAS SYSTEM ("SYSTEM"), an agency of the State of Texas, whose address is 201 West 7th Street, Austin, Texas 78701, on behalf of THE UNIVERSITY OF TEXAS M. D. ANDERSON CANCER CENTER ("UTMDACC"), a member institution of SYSTEM, and Moleculin Biotech, Inc., a corporation organized and existing under the laws of the state of Delaware, having a principal place of business located at 2575 West Bellfort, Suite 333, Houston, Texas 77054 ("LICENSEE").
AnnaMed Rights Transfer AgreementRights Transfer Agreement • March 22nd, 2016 • Moleculin Biotech, Inc. • Pharmaceutical preparations • Texas
This Rights Transfer Agreement (the “Agreement”) is made between Moleculin Biotech, Inc. (“MBI”), a Delaware Corporation, whose address is 1973 W Clay St, Houston, Texas 77019 and AnnaMed, Inc. (“AnnaMed”), a Delaware Corporation whose address is 1973 W Clay St, Houston, Texas 77019, on August 21, 2015 (“Effective Date”).
