COMMON STOCK PURCHASE WARRANT BLUE WATER VACCINES, INC.Common Stock Purchase Warrant • January 6th, 2022 • Blue Water Vaccines 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 [_____], 20__1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Blue Water Vaccines, 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 shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 11th, 2022 • Blue Water Vaccines Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 9, 2022, by and between Blue Water Vaccines Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 11th, 2022 • Blue Water Vaccines Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 9, 2022, between Blue Water Vaccines 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”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 8th, 2021 • Blue Water Vaccines Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of __, 202[ ] between Blue Water Vaccines Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 3rd, 2024 • Onconetix, Inc. • Pharmaceutical preparations • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 2, 2024, is by and among Onconetix, Inc., a Delaware corporation with offices located at 201 E. Fifth Street, Suite 1900 Cincinnati, OH 45202 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
BLUE WATER VACCINES, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent Warrant Agency Agreement Dated as of [ ] __, 2022 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • January 6th, 2022 • Blue Water Vaccines Inc. • Pharmaceutical preparations • California
WARRANT AGENCY AGREEMENT, dated as of [ ] __, 2022 (“Agreement”), between Blue Water Vaccines, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and Continental Stock Transfer & Trust Company., a corporation organized under the laws of [ ] (the “Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 3rd, 2024 • Onconetix, Inc. • Pharmaceutical preparations
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 2, 2024, is by and among Onconetix, Inc., a Delaware corporation with offices located at 201 E. Fifth Street, Suite 1900 Cincinnati, OH 45202 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
AT THE MARKET OFFERING AGREEMENT March 29, 2023At the Market Offering Agreement • March 29th, 2023 • Blue Water Vaccines Inc. • Pharmaceutical preparations • New York
Blue Water Vaccines 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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 3rd, 2024 • Onconetix, Inc. • Pharmaceutical preparations
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 2, 2024, is by and between [ ] (the “Investor”), and Onconetix, Inc., a Delaware corporation (the “Company”).
COMMON STOCK PURCHASE AGREEMENT Dated as of October 2, 2024 by and among ONCONETIX, INC., and [INVESTOR]Common Stock Purchase Agreement • October 3rd, 2024 • Onconetix, Inc. • Pharmaceutical preparations • New York
This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of October 1, 2024 (this “Agreement”), by and among [ ] (the “Investor”), and Onconetix, Inc., a Delaware corporation (the “Company”).
FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT Blue Water Vaccines Inc.Pre-Funded Warrant Agreement • August 11th, 2022 • Blue Water Vaccines Inc. • Pharmaceutical preparations
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 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 Blue Water Vaccines 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).
BLUE WATER VACCINES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • December 29th, 2021 • Blue Water Vaccines Inc. • Pharmaceutical preparations • New York
The undersigned, Blue Water Vaccines, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters;”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), an aggregate of [____] units (the “Firm Units” or “Units”) of the Company’s securities, and, at the election of the Representative, up to an additional [_________] Option Shares (as defined herein and collectively with the shares of Common Stock underlying the Firm Units, the “Shares”), and/or up to an additional [_____] Option Warrants (as defined herein and collectively with warrants underlying the Firm Units, the “Warrants”). Each Unit consists of one share of the Company’s common stock, par value $0.00001 per share (the “Common Stock”) and one Warrant. Each Warrant entitles the holder to purchas
EMPLOYMENT AGREEMENTEmployment Agreement • October 10th, 2023 • Blue Water Biotech, Inc. • Pharmaceutical preparations • Delaware
This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of October 4, 2023 by and between Blue Water Biotech, Inc., a Delaware corporation (the “Company”) and Dr. Neil J. Campbell (“Executive”).
BLUE WATER VACCINES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 8th, 2022 • Blue Water Vaccines Inc. • Pharmaceutical preparations • New York
The undersigned, Blue Water Vaccines, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters;”), for whom Boustead Securities, LLC is acting as representative (in such capacity, the “Representative”), an aggregate of 2,222,222 shares (the “Shares”) of common stock of the Company, par value $0.0001 per share (the “Common Stock”) The offering and sale of the Shares contemplated by this Agreement is referred to herein as the “Offering.”
FORM OF Placement Agent Warrant Blue Water Vaccines Inc.Placement Agreement • August 11th, 2022 • Blue Water Vaccines Inc. • Pharmaceutical preparations
THIS Placement Agent 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 August 11, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Blue Water Vaccines 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 being issued by the Company pursuant to that certain engagement letter, dated as of August 6, 2022, by and between the Company and H.C. Wainwright & Co., LLC.
FORM OF PREFERRED INVESTMENT OPTION Blue Water Vaccines Inc.Preferred Investment Agreement • August 11th, 2022 • Blue Water Vaccines Inc. • Pharmaceutical preparations
THIS PREFERRED INVESTMENT OPTION (the “Preferred Investment Option”) 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 August 11, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Blue Water Vaccines Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Preferred Investment Option Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Preferred Investment Option shall be equal to the Exercise Price, as defined in Section 2(b).
PREFERRED INVESTMENT OPTION Onconetix, Inc.Preferred Investment Option • July 11th, 2024 • Onconetix, Inc. • Pharmaceutical preparations • New York
THIS PREFERRED INVESTMENT OPTION (the “Preferred Investment Option”) 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 (as defined below) (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is [the five (5) year anniversary]/[twenty-four (24) month anniversary]1 of the Stockholder Approval Date, provided that, if such date is not a Trading Day, the date that is the immediately following Trading Day (the “Termination Date”), but not thereafter, to subscribe for and purchase from Onconetix, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Preferred Investment Option Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Preferred Investment Option s
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 10th, 2023 • Blue Water Biotech, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is entered into as of the [__] day of [__] by and between Blue Water Biotech, Inc., (the “Company”), and [__] (“Indemnitee”).
WARRANT Onconetix, Inc.Warrant Agreement • September 24th, 2024 • Onconetix, Inc. • Pharmaceutical preparations • New York
THIS WARRANT (the “Warrant”) certifies that, for value received, Altos Venture AG 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 September 24, 2024 (the “Issue Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the five (5) year anniversary of the Issue Date, provided that, if such date is not a Trading Day, the date that is the immediately following Trading Day (the “Termination Date”), but not thereafter, to subscribe for and purchase from Onconetix, 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).
BLUE WATER VACCINES INC., as ISSUER and [ ], as INDENTURE TRUSTEE INDENTURE Dated as of [ ]Indenture • March 9th, 2023 • Blue Water Vaccines Inc. • Pharmaceutical preparations • New York
Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Securities issued under this Indenture.
ASSET PURCHASE AGREEMENT BY AND BETWEEN BLUE WATER VACCINES INC. AND VERU INC. DATED AS OF APRIL 19, 2023Asset Purchase Agreement • April 20th, 2023 • Blue Water Vaccines Inc. • Pharmaceutical preparations • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 19, 2023 by and between BLUE WATER VACCINES INC., a Delaware corporation (“Buyer”), and VERU INC., a Wisconsin corporation (“Seller”).
EMPLOYMENT AGREEMENT betweenEmployment Agreement • April 11th, 2024 • Onconetix, Inc. • Pharmaceutical preparations
FORBEARANCE AGREEMENTForbearance Agreement • April 26th, 2024 • Onconetix, Inc. • Pharmaceutical preparations • Delaware
THIS FORBEARANCE AGREEMENT (this “Agreement”) is entered into as of this 24th day of April, 2024 (the “Effective Date”), by and among Onconetix, Inc., a Delaware corporation (“Borrower”), and Veru Inc., a Wisconsin corporation (“Holder”). Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Promissory Notes (as defined below).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • November 29th, 2021 • Blue Water Vaccines Inc. • Pharmaceutical preparations • Ohio
THIS EXCLUSIVE LICENSE AGREEMENT (the “Agreement”) is made and effective as of June , 2021 (the Effective Date”) by and between Blue Water Vaccines ___________________________________, having a principal place of business at 201 E Fifth Street, Suite 1900 Cincinnati, OH 45202 (“Company”), and Children’s Hospital Medical Center, d/b/a Cincinnati Children’s Hospital Medical Center (“CHMC”), having a principal place of business at 3333 Burnet Avenue, Cincinnati, Ohio 45229-3039, USA.
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • December 21st, 2023 • Onconetix, Inc. • Pharmaceutical preparations
This STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of December 15, 2023, by and among Blue Water Biotech, Inc., a Delaware corporation (“Buyer”), Proteomedix AG, a Swiss Company (the “Company”), and the stockholders of the Company whose names appear on the signature pages of this Agreement (each, a “Company Stockholder”, and collectively, the “Company Stockholders”).
ContractShare Exchange Agreement • September 5th, 2024 • Onconetix, Inc. • Pharmaceutical preparations
Onconetix, Inc. (formerly known as Blue Water Biotech, Inc. and Blue Water Vaccines Inc.) (the “Company” or “Onconetix”) was formed on October 26, 2018, and is a commercial stage biotechnology company focused on the research, development, and commercialization of innovative solutions for men’s health and oncology On December 15, 2023, Onconetix, entered into a Share Exchange Agreement (the “Share Exchange Agreement”), by and among (i) Onconetix, (ii) Proteomedix AG, a Swiss Company (“Proteomedix”), (iii) each of the holders of outstanding capital stock or Proteomedix Convertible Securities (other than Proteomedix Stock Options) named therein (collectively, the “Sellers”) and (iv) Thomas Meier, in the capacity as the representative of Sellers in accordance with the terms and conditions of the Share Exchange Agreement.
SPONSORED RESEARCH AGREEMENTSponsored Research Agreement • July 25th, 2022 • Blue Water Vaccines Inc. • Pharmaceutical preparations • Ohio
THIS SPONSORED RESEARCH AGREEMENT is made and effective as of June 30, 2022 (the “Effective Date”) by and between Children’s Hospital Medical Center, d/b/a Cincinnati Children’s Hospital Medical Center (“CHMC”) located at 3333 Burnet Avenue, Cincinnati, Ohio 45229-3039, and Blue Water Vaccines, located at 201 E. Fifth Street, Suite 1900, Cincinnati, Ohio 45202, (“Sponsor”).
AMENDMENT TO EMPLOYMENT AGREEMENT betweenEmployment Agreement • April 11th, 2024 • Onconetix, Inc. • Pharmaceutical preparations
The parties have entered into an employment agreement dated November 23, 2011 (the “Employment Agreement”) and a corresponding Confidentiality and Assignment Agreement dated November 23, 2011 (the “Assignment Agreement”). The parties have further concluded a:n amendment to the Employment Agreement dated October 16, 2020 (the “Amendment No. 1”).
WAIVER AND AMENDMENT NO. 1 TO FORBEARANCE AGREEMENTForbearance Agreement • December 3rd, 2024 • Onconetix, Inc. • Pharmaceutical preparations
This LIMITED WAIVER AND AMENDMENT NO. 1, dated as of November 26, 2024 (“Limited Waiver”), is made by ONCONETIX, INC (the “Company”) and VERU INC. (the “Holder”).
PROJECT ADDENDUM II TO MASTER SERVICES AGREEMENTProject Addendum to Master Services Agreement • October 8th, 2021 • Blue Water Vaccines Inc. • Pharmaceutical preparations
This Project Addendum is effectively dated as of May 21, 2021 (the “Effective Date”) by and between Blue Water Vaccines, Inc., a Delaware corporation having a principal place of business at 15 East Putnam Avenue, Suite 363, Greenwich, CT 06830 (“Blue Water” or “Client”), and Ology Bioservices, Inc., a Delaware corporation having a principal place of business at 13200 NW Nano Court, Alachua, Florida 32615 (“Ology Bio”). Blue Water and Ology Bio are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
NON-COMPETE AGREEMENTNon-Compete Agreement • April 20th, 2023 • Blue Water Vaccines Inc. • Pharmaceutical preparations • Delaware
THIS NON-COMPETE AGREEMENT (this “Agreement”) is made and entered into as of April __, 2023, by and between [ ● ] (the “Restricted Party”) and Blue Water Vaccines Inc., a Delaware corporation (the “Buyer”). Except as otherwise provided herein, capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in that certain Asset Purchase Agreement (the “Purchase Agreement”), dated of even date herewith, by and between Buyer and Veru Inc., a Wisconsin corporation (“Seller”).
PATENT & Technology LICENSE AGREEMENT AGT. No. HSC-1316-LA1Patent & Technology License Agreement • May 12th, 2023 • Blue Water Biotech, Inc. • Pharmaceutical preparations • Texas
This Patent and Technology License Agreement is between the Licensor and the Licensee identified below (collectively, “Parties”, or singly, “Party”).
FORM OF AMENDMENT TO ASSET purchase agreementAsset Purchase Agreement • October 20th, 2023 • Blue Water Biotech, Inc. • Pharmaceutical preparations • North Carolina
This Amendment to Asset Purchase Agreement (the “Amendment”) is made effective as of October 4, 2023 by and between WraSer, LLC, a Mississippi limited liability company and Xspire Pharma, LLC, a Mississippi limited liability company (collectively, the “Seller”), Legacy-Xspire Holdings, LLC, a Delaware limited liability company and the parent company of the Seller (“Parent”) and Blue Water Biotech, Inc., a Delaware corporation (“Buyer”). Seller and Buyer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
SUBSCRIPTION AGREEMENT December 15, 2023Subscription Agreement • December 21st, 2023 • Onconetix, Inc. • Pharmaceutical preparations
In connection with the proposed acquisition (the “Transaction”) by Blue Water Biotech, Inc., a Delaware corporation (together with its successors, the “Company”) of Proteomedix AG, a Swiss company (together with its successors, the “Target”), pursuant to and in accordance with that certain Share Exchange Agreement, dated as of the date hereof (as it may be amended, the “Share Exchange Agreement”), by and among, the Company and the Target, the Company is seeking commitments to purchase up to Five Million Dollars ($5 million) of units (the “Units”), each unit comprised of (i) one (1) share of the Company’s common stock, par value $0.00001 per share (the “Company Shares”), and (ii) one (1) pre-funded warrant (the “Warrants”) to purchase 0.3 of one Company Share at an exercise price of $0.001 per share, for an aggregate purchase price per Unit of $0.25 (the “Purchase Price”), in a private placement to be conducted by the Company (the “Offering”). Pursuant to the Share Exchange Agreement, u
EXCLUSIVE LICENSE AGREEMENT BETWEENExclusive License Agreement • November 5th, 2021 • Blue Water Vaccines Inc. • Pharmaceutical preparations • Tennessee
THIS LICENSE AGREEMENT (the “Agreement”) is entered into as of January 27, 2020 (the “EFFECTIVE DATE”) by and between ST. JUDE CHILDREN’S RESEARCH HOSPITAL, INC., a Tennessee not-for-profit corporation having an address at 262 Danny Thomas Place, Memphis, TN 38105 (“ST. JUDE” or “LICENSOR”), and Blue Water Vaccines, Inc., a Delaware corporation, having an address at 2014 Courtland Avenue, Cincinnati, OH 06830 (“COMPANY”) (ST. JUDE and COMPANY hereinafter each referred to as a “PARTY”, or collectively referred to as the “PARTIES”) with respect to the following:
