COMMON STOCK PURCHASE WARRANT TFF PHARMACEUTICALS, INC.Common Stock Purchase Warrant • May 2nd, 2024 • TFF 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 May 1, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from TFF 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 2nd, 2024 • TFF Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 29, 2024, between TFF 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”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT TFF PHARMACEUTICALS, INC.Pre-Funded Common Stock Purchase Warrant • May 2nd, 2024 • TFF Pharmaceuticals, Inc. • 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 date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from TFF 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).
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • June 10th, 2022 • TFF Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
TFF Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s common stock, par value $0.001 per share (the “Common Shares”), on the terms set forth in this agreement (this “Agreement”).
AT THE MARKET OFFERING AGREEMENTAt the Market Offering Agreement • May 17th, 2024 • TFF Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
TFF Pharmaceuticals, 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:
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT TFF PHARMACEUTICALS, INC.Placement Agent Common Stock Purchase Warrant • May 2nd, 2024 • TFF Pharmaceuticals, 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 date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on April 29, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from TFF 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). This Warrant is issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of February 21, 2024.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 22nd, 2024 • TFF Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 20, 2024, between TFF 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”).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT TFF PHARMACEUTICALS, INC.Placement Agent Common Stock Agreement • March 22nd, 2024 • TFF Pharmaceuticals, Inc. • Pharmaceutical preparations
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 hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March 20, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from TFF 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). This Warrant is issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of February 21, 2024.
ContractWarrant Agreement • March 27th, 2020 • TFF Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 11th, 2020 • TFF Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August 10, 2020 by and among TFF Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the Investors identified on the signature pages attached hereto (each an “Investor” and collectively the “Investors”).
ContractPurchase Warrant Agreement • November 14th, 2023 • TFF Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING AUGUST 17, 2023 (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) THE BENCHMARK COMPANY, LLC, OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) THE OFFICERS OR PARTNERS, REGISTERED PERSONS OR AFFILIATES OF THE BENCHMARK COMPANY, LLC.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 11th, 2020 • TFF Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of August 10, 2020 by and among TFF Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Securities Purchase Agreement by and among the Company and the Investors, dated as of August 10, 2020 (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT FOR INVESTORSRegistration Rights Agreement • August 20th, 2019 • TFF Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of May 16, 2019, by and among TFF Pharmaceuticals, Inc., a Delaware corporation (“Company”), and the persons listed on Schedule A hereto, referred to individually as the “Stockholder” and collectively as the “Stockholders”.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 17th, 2019 • TFF Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 16, 2019 (the “Effective Date”), is by and among TFF Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the investors listed on the Schedule of Buyers, attached hereto as Exhibit A (individually, a “Buyer” and collectively, the “Buyers”).
CONSULTING AGREEMENTConsulting Agreement • August 20th, 2019 • TFF Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS Consulting Agreement (this “Agreement”), is made by and between TFF Pharmaceuticals, Inc, a Delaware Corporation with its principal place of business at 2801 Via Fortuna, Suite 425, Austin, Texas 78746 (“Company”), and Glenn Mattes, an individual having an address of 4524 Everview Drive, Doylestown, PA 18902 (“Consultant”). Company and Consultant shall, at times throughout this Agreement, be referred to individually as a “Party” and collectively as the “Parties”.
TFF PHARMACEUTICALS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • September 27th, 2019 • TFF Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
The undersigned, TFF Pharmaceuticals, Inc. (together with its affiliates, subsidiaries, predecessors, and successors, the “Company”), a company formed under the laws of Delaware, hereby confirms its agreement with National Securities Corporation (hereinafter referred to as the “Representative”), a Washington corporation, 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 • August 20th, 2019 • TFF Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 13, 2018 (the “Effective Date”), is by and among TFF Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the investors listed on the Schedule of Buyers, attached hereto as Exhibit A (individually, a “Buyer” and collectively, the “Buyers”).
Patent License Agreement Agreement No. PM1504101Patent License Agreement • August 20th, 2019 • TFF Pharmaceuticals, Inc. • Pharmaceutical preparations • Texas
This Patent License Agreement is between the Licensor and the Licensee identified below (collectively, “Parties”, or singly, “Party”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 20th, 2019 • TFF Pharmaceuticals, Inc. • Pharmaceutical preparations • Texas
This Employment Agreement (this “Agreement”) is made and entered into as of February 15, 2019 (the “Effective Date”) by and between TFF Pharmaceuticals., Inc., a Delaware corporation (the “Company”), and Kirk Coleman, an individual (“Executive”).
contribution AND SUBSCRIPTION AGREEMENTContribution and Subscription Agreement • August 20th, 2019 • TFF Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS CONTRIBUTION AND SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this 24th day of January, 2018 by and between Lung Therapeutics, Inc., a Texas corporation (the “Contributor”), and TFF Pharmaceuticals, Inc., a Delaware corporation (the “Company”).
AMENDMENT #1 TO PATENT LICENSE AGREEMENTPatent License Agreement • August 20th, 2019 • TFF Pharmaceuticals, Inc. • Pharmaceutical preparations
This Amendment #1 to the Patent License Agreement (“Amendment”) is made and entered into as of November 30, 2018 (“Amendment Effective Date”) by and between TFF Pharmaceuticals, Inc. (“Licensee”) and The University of Texas at Austin, on behalf of the Board of Regents of the University of Texas System (“Licensor”), an agency of the State of Texas.
TFF PHARMACEUTICALS, inc. 19,896,000 SHARES OF COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • August 15th, 2023 • TFF Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
TFF Pharmaceuticals, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to The Benchmark Company, LLC (the “Underwriter”), an aggregate of 19,896,000 authorized but unissued shares (the “Firm Shares”) and, at the election of the Underwriter, up to 2,984,400 additional shares (the “Additional Shares”), in each case of common stock, par value $0.001 per share (the “Common Stock”) of the Company, in an offering under its registration statement on Form S-3 (File No. 333-249870) (the Firm Shares and the Additional Shares being collectively called the “Shares”).
January 26, 2018Engagement Agreement for Strategic Consulting Services • July 17th, 2019 • TFF Pharmaceuticals, Inc. • Pharmaceutical preparations • California
This letter agreement (the “Agreement”) confirms the terms and conditions pursuant to which Liquid Patent Advisors, LLC (“Consultant”) will provide certain strategic and intellectual property advisory services to TFF Pharmaceuticals, Inc. (together with its subsidiaries and successors, the “Company”) (the “Engagement”).
TFF PHARMACEUTICALS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • November 18th, 2022 • TFF Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
TFF Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) (i) 9,282,609 shares of its common stock ($0.001 par value) (the “Firm Shares”) and (ii) warrants, substantially in the form of Exhibit A hereto (the “Common Stock Warrants”) to purchase an aggregate of 4,641,305 shares of the Common Stock with an exercise price equal to $1.29 per share (the “Firm Warrants”). The Company also proposes to issue and sell to the several Underwriters not more than (i) an additional 1,392,392 shares of common stock ($0.001 par value) (the “Additional Shares”) and/or (ii) up to an additional 696,196 Warrants (the “Additional Warrants”) if and to the extent that JonesTrading Institutional Services LLC (the “Representative”), as representative of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Unde
2,855,000 Shares TFF PHARMACEUTICALS, INC. COMMON STOCK PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENT March 26, 2021Underwriting Agreement • March 26th, 2021 • TFF Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
TFF Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom Roth Capital Partners, LLC (the “Representative”) is acting as Representative, an aggregate of 2,140,000 shares of common stock, par value $0.001 per share, of the Company (the “Company Shares”). Lung Therapeutics, Inc., a Texas corporation (the “Selling Stockholder”) proposes to sell to the Underwriters an aggregate of 715,000 shares of common stock, par value $0.001 per share, of the Company (the “Stockholder Shares” and together with the Company Shares, the “Shares”). The Company and the Selling Stockholder are hereinafter sometimes collectively referred to as the “Sellers.” The shares of common stock, par value $0.001 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “Common Stock.”
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 10th, 2021 • TFF Pharmaceuticals, Inc. • Pharmaceutical preparations • Texas
This Amended and Restated Employment Agreement (this “Agreement”) is made and entered into as of September 24, 2020, to be effective as of September 15, 2020 (the “Effective Date”), by and between TFF Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Christopher Cano, an individual (“Employee”).
AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 13th, 2020 • TFF Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENT (“Amendment”) is entered into as of May 14, 2020 by and between TFF Pharmaceuticals, Inc., a Delaware corporation (“Company”), and Glenn Mattes (“Executive”).
COMMERCIAL LEASECommercial Lease • July 17th, 2019 • TFF Pharmaceuticals, Inc. • Pharmaceutical preparations • Pennsylvania
A portion of the real property known as Suite Number(s) 4 , Lower and First Level Office floor(s) consisting of approximately 1500 square feet and located at 20 E Court St and 2 private parking spaces. Unit(s) 4 Zip 18901 in the municipality of Doylestown Borough County of Bucks, in the Commonwealth of Pennsylvania, with improvements consisting of construction of half wall on first floor (paid by tenant); basement construction to include carpeting and three offices enclosed with dry wall and glass (paid by landlord) __________________________________________________________________________________.
TFF PHARMACEUTICALS, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 31st, 2023 • TFF Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Executive Employment Agreement (this “Agreement”) is entered into on March 7, 2023, to be effective as of December 5, 2022 (the “Effective Date”), by and between TFF Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Harlan Weisman, M.D. (“Executive”).
CONSULTING AGREEMENTConsulting Agreement • September 27th, 2019 • TFF Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS CONSULTING AGREEMENT (this “Agreement”), is made by and between TFF Pharmaceuticals, Inc, a Delaware Corporation with its principal place of business at 2801 Via Fortuna, Suite 425, Austin, Texas 78746 (“Company”), and James Brian Windsor, an individual having an address of 5703 Magee Bend, Austin, Texas 78749 (“Consultant”). Company and Consultant shall, at times throughout this Agreement, be referred to individually as a “Party” and collectively as the “Parties”.
AMENDED AND RESTATED PATENT LICENSE AGREEMENT AGREEMENT No. PM 2202501Patent License Agreement • May 11th, 2022 • TFF Pharmaceuticals, Inc. • Pharmaceutical preparations • Texas
This Amended and Restated Patent License Agreement (the “Patent License Agreement”) is made and entered into as of April 20, 2022 (“Amendment Effective Date”) by and between TFF Pharmaceuticals, Inc. (“Licensee”) and The University of Texas at Austin, on behalf of the Board of Regents of the University of Texas System (“Licensor”), an agency of the State of Texas (collectively referred to as “Parties” or separately as “Party”).
TFF PHARMACEUTICALS, Inc. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 20th, 2019 • TFF Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Executive Employment Agreement (this “Agreement”) is entered into as of December 20, 2018, by and between TFF Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Glenn Mattes (“Executive”).
AMENDED AND RESTATED CONSULTING AGREEMENTConsulting Agreement • July 17th, 2019 • TFF Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED CONSULTING AGREEMENT (the “Agreement”) is made as of the 20th day of December, 2018 (the “Effective Date”), by and between TFF Pharmaceuticals, Inc., a Delaware corporation (the “Company”), on the one hand, and Robert S. Mills (the “Director”) and RSM Consulting, LLC, a Florida limited liability company (“RSM Consulting”), on the other hand.
TFF PHARMACEUTICALS, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 31st, 2023 • TFF Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
This Executive Employment Agreement (this “Agreement”) is entered into as of January 5th, 2023, by and between TFF Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Zamaneh Mikhak, M.D. (“Executive”).
