UNICYCIVE THERAPEUTICS, INC., ISSUER AND [TRUSTEE], TRUSTEE INDENTURE DATED AS OF , 20__ SUBORDINATED DEBT SECURITIESIndenture • November 13th, 2024 • Unicycive Therapeutics, Inc. • Pharmaceutical preparations • New York
INDENTURE , dated as of [ ● ], among Unicycive Therapeutics, Inc. , a Delaware corporation (the “Company”), and [ TRUSTEE ], as trustee (the “Trustee”):
UNICYCIVE THERAPEUTICS, INC. Shares of Common Stock ($0.001 par value per share) SALES AGREEMENTSales Agreement • November 13th, 2024 • Unicycive Therapeutics, Inc. • Pharmaceutical preparations • New York
Unicycive Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Guggenheim Securities, LLC (the “Agent”), as follows:
UNICYCIVE THERAPEUTICS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • June 21st, 2021 • Unicycive Therapeutics, Inc. • Pharmaceutical preparations • New York
The undersigned, UNICYCIVE THERAPEUTICS 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 UNICYCIVE THERAPEUTICS 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.
UNICYCIVE THERAPEUTICS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • June 7th, 2021 • Unicycive Therapeutics, Inc. • Pharmaceutical preparations • New York
The undersigned, UNICYCIVE THERAPEUTICS 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 UNICYCIVE THERAPEUTICS 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.
Capital on Demand™ Sales AgreementCapital on Demand Sales Agreement • August 16th, 2022 • Unicycive Therapeutics, Inc. • Pharmaceutical preparations • New York
Unicycive Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with JonesTrading Institutional Services LLC (the “Agent”), as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 14th, 2024 • Unicycive Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of March 13, 2024, by and among Unicycive 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 AGENT AGREEMENTWarrant Agent Agreement • June 21st, 2021 • Unicycive Therapeutics, Inc. • Pharmaceutical preparations • New York
This Warrant Agent Agreement (this “Warrant Agreement”), dated as of [__], 2021 (the “Issuance Date”) between Unicycive Therapeutics, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and Philadelphia Stock Transfer, Inc. (the “Warrant Agent”).
PERSONAL AND CONFIDENTIALPlacement Agent Agreement • March 6th, 2023 • Unicycive Therapeutics, Inc. • Pharmaceutical preparations • New York
EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2024 • Unicycive Therapeutics, Inc. • Pharmaceutical preparations • California
This Employment Agreement (this “Agreement”), dated August 12, 2024, is by and among Unicycive Therapeutics Inc., a Delaware corporation (the “Company”), and Doug Jermasek (the “Executive”).
FIRST Amendment to manufacturing and supply agreementManufacturing and Supply Agreement • August 14th, 2024 • Unicycive Therapeutics, Inc. • Pharmaceutical preparations • London
This First Amendment to the Manufacturing and Supply Agreement (this “First Amendment”) is made by and between Unicycive Therapeutics Inc., a Delaware corporation having offices at 4300 El Camino Real, Suite 210, Los Altos, CA 94022, USA (“UNICYCIVE”), and Shilpa Medicare Ltd., an Indian corporation having offices at #12-6-214/A1, Hyderabad Road, Raichur – 584 135, Karnataka, India (“Shilpa”). This First Amendment is effective as of June 25, 2024 (the “First Amendment Effective Date”). UNICYCIVE and Shilpa may be referred to herein individually as “Party” and together as the “Parties”.
MANUFACTURING AND SUPPLY AGREEMENTManufacturing and Supply Agreement • August 14th, 2024 • Unicycive Therapeutics, Inc. • Pharmaceutical preparations • London
This Manufacturing and Supply Agreement, effective as of 31st October 2020 (the “Effective Date”), is entered into by and between Unicycive Therapeutics Inc., a Delaware corporation having offices at 5150 El Camino Real, Suite A-32, Los Altos, CA 94022 (“Unicycive”), and Shilpa Medicare Ltd., an India corporation having offices at # 12-6-214/ A I, Hyderabad Road, Raichur - 584 135, Karnataka, India (“Shilpa”).
Exchange agreementExchange Agreement • March 14th, 2024 • Unicycive Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Exchange Agreement (this “Agreement”) is made as of March 13, 2024, by and among Unicycive Therapeutics, Inc., a Delaware corporation (the “Company”), and the holder of shares of Series A Preferred Stock (as defined in the Current Charter) listed on Exhibit A attached hereto (such shares the “Surrendered Shares” and the holder, the “Exchanging Holder”).
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 10th, 2023 • Unicycive Therapeutics, Inc. • Pharmaceutical preparations
This AMENDMENT NO. 1 (“Amendment No. 1”) to the SECURITIES PURCHASE AGREEMENT originally dated as of March 3, 2023 (the “Agreement”), by and among Unicycive Therapeutics, Inc., a Delaware corporation with headquarters located at 4300 El Camino Real, Suite 210, Los Altos, CA 94022 (the “Company”), and the purchasers identified on the signature pages hereto (the “Purchasers”) is dated as of March __, 2023. Capitalized terms not defined herein shall have the meanings assigned to them in the Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 6th, 2023 • Unicycive Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of March 3, 2023, by and among Unicycive 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”).
LICENSE AGREEMENTLicense Agreement • July 18th, 2022 • Unicycive Therapeutics, Inc. • Pharmaceutical preparations • California
This License Agreement (this “Agreement”), effective as of July 14, 2022 (the “Effective Date”), is entered into by and between Unicycive Therapeutics, Inc., a Delaware corporation having offices at 4300 El Camino Real, Suite #210, Los Altos, California (“Unicycive”) and Lee’s Pharmaceutical (HK) Limited, a Hong Kong corporation having offices at 1/F, Building 20E, Phase 3, Hong Kong Science Park, Shatin, N.T., Hong Kong (“LP”).
LICENSE AGREEMENTLicense Agreement • February 2nd, 2023 • Unicycive Therapeutics, Inc. • Pharmaceutical preparations • New Jersey
This License Agreement (this “Agreement”), effective as of February 1, 2023 (the “Effective Date”), is entered into by and between Unicycive Therapeutics Inc., a Delaware corporation having offices at 4300 El Camino Real, Suite #210, Los Altos, California (“Unicycive”) and Lotus International Pte. Ltd, a Singapore corporation having offices at 80 Robinson Road #02-00 Singapore 068898 (“Lotus”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 21st, 2021 • Unicycive Therapeutics, Inc. • Pharmaceutical preparations • California
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of April 28, 2021, by and between Unicycive Therapeutics, Inc., a Delaware corporation (the “Company”), and Pramod Gupta (the “Executive”).
ASSIGNMENT AND ASSET PURCHASE AGREEMENT by and betweenAssignment and Asset Purchase Agreement • June 7th, 2021 • Unicycive Therapeutics, Inc. • Pharmaceutical preparations • New York
This ASSIGNMENT AND ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of September 20, 2018 (the “Effective Date”), by and between Unicycive Therapeutics, Inc., a Delaware corporation, having a principal place of business at 5150 El Camino Real, Suite #A-32, Los Altos, CA 94022 (the “Purchaser”) and Spectrum Pharmaceuticals, Inc., a Delaware corporation, with corporate headquarters at 11500 S. Eastern Ave., Henderson, NV 89052 (the “Seller”). The Purchaser and the Seller are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
UNICYCIVE THERAPEUTICS, INC. TRANCHE B WARRANT TO PURCHASE SERIES A-4 PREFERRED STOCKWarrant Agreement • March 6th, 2023 • Unicycive Therapeutics, Inc. • Pharmaceutical preparations • Delaware
Unicycive Therapeutics, Inc., a Delaware corporation (the “Company”), certifies that, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, __________, 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, upon surrender of this Warrant to Purchase Series A-4 Preferred Stock (including any Warrants to Purchase Series A-4 Preferred Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Exercisability Date, but not after 5:30 p.m., New York Time, on the Expiration Date, Warrant Shares (as defined below). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 15. This Warrant is one of the warrants to purchase the Series A-4 Preferred Stock, par value $0.001 per share, of the Company (t
MASTER SERVICES AGREEMENT BETWEEN UNICYCIVE THERAPEUTICS, INC.AND ASCENT DEVELOPMENT SERVICES, INC.Master Services Agreement • May 21st, 2021 • Unicycive Therapeutics, Inc. • Pharmaceutical preparations
This Master Services Agreement (this “Agreement”) is effective as of 08 February 2021 (the “Effective Date”) by and between Unicycive Therapeutics, Inc. a corporation organized and existing under the laws of Californa, USA and having a place of business at 5150 El Camino Real, Suite A-32, Los Altos, CA 94022 (“Unicycive”) and Ascent Development Services, Inc., a corporation organized under the laws of Japan having a place of business at Shibuya SOLASTA 3F, 1-21-1 Dogenzaka, Shibuya-ku, Tokyo 150-0043, Japan (“Ascent”). Unicycive and Ascent may be referred to herein individually as a “Party” and collectively as the “Parties.”
