NLS PHARMACEUTICS LTD and VSTOCK Transfer LLC, as Warrant Agent Warrant Agency Agreement Dated as of _________, 2020 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • November 13th, 2020 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations • New York
WARRANT AGENCY AGREEMENT, dated as of [ ] __, 2020 (“Agreement”), between NLS Pharmaceutics Ltd., a corporation organized under the laws of Switzerland (the “Company”), and VStock Transfer LLC, a corporation organized under the laws of [ ] (the “Warrant Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 1st, 2024 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 28, 2024, between NLS Pharmaceutics Ltd., a corporation incorporated under the laws of Switzerland (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON SHARE PURCHASE WARRANT NLS PHARMACEUTICS LTD.Common Share Purchase Warrant • October 11th, 2024 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations
THIS COMMON SHARE PURCHASE WARRANT, issued in the form of uncertificated securities (Wertrechte) pursuant to article 973c of the Swiss Code of Obligations (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 October [*], 2029 (the “Termination Date”) but not thereafter, to subscribe for and/or purchase from NLS Pharmaceutics Ltd., a corporation incorporated under the laws of Switzerland (the “Company”), up to [________] Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). The Company may issue the Warrant Shares from its Treasury Shares and/or conditional
PRE-FUNDED COMMON SHARE PURCHASE WARRANT NLS PHARMACEUTICS LTD.Pre-Funded Common Share Purchase Warrant • April 14th, 2022 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations
THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT, issued in the form of uncertificated securities (Wertrechte) pursuant to article 973c of the Swiss Code of Obligations (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 NLS Pharmaceutics Ltd., a corporation incorporated under the laws of Switzerland (the “Company”), up to [____] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Shares. The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PRE-FUNDED COMMON SHARE PURCHASE WARRANT NLS PHARMACEUTICS LTD.Security Agreement • October 11th, 2024 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations
THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT, issued in the form of uncertificated securities (Wertrechte) pursuant to article 973c of the Swiss Code of Obligations (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 NLS Pharmaceutics Ltd., a corporation incorporated under the laws of Switzerland (the “Company”), up to [____] ([ ] pre-September 2024 share split) shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Shares. The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
NLS PHARMACEUTICS LTD. Common Shares (par value CHF 0.02 per share) ATM Sales AgreementAtm Sales Agreement • March 4th, 2022 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations • New York
NLS Pharmaceutics Ltd., a corporation incorporated under the laws of Switzerland (the “Company”), confirms its agreement (this “Agreement”) with Virtu Americas LLC (the “Agent”) as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 11th, 2024 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 9, 2024, among NLS Pharmaceutics Ltd., a corporation incorporated under the laws of Switzerland and includes any successor Company thereto (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively the “Purchasers”).
PRE-FUNDED COMMON SHARE PURCHASE WARRANT NLS PHARMACEUTICS LTD.Securities Agreement • December 8th, 2022 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations
THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT, issued in the form of uncertificated securities (Wertrechte) pursuant to article 973c of the Swiss Code of Obligations (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 NLS Pharmaceutics Ltd., a corporation incorporated under the laws of Switzerland (the “Company”), up to [____] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Shares. The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 8th, 2022 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 6, 2022, by and among NLS Pharmaceutics Ltd., a corporation incorporated under the laws of Switzerland (the “Company”) and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers” or “BVF”).
STANDBY EQUITY DISTRIBUTION AGREEMENTStandby Equity Distribution Agreement • September 28th, 2021 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations • New York
THIS STANDBY EQUITY DISTRIBUTION AGREEMENT (this “Agreement”) dated as of September 27, 2021 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and NLS PHARMACEUTICS LTD., a company incorporated under the laws of Switzerland (the “Company”).
NLS PHARMACEUTICS LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • January 20th, 2021 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations • New York
The undersigned, NLS Pharmaceutics Ltd., a corporation incorporated under the laws of Switzerland (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 Common Shares (as defined below) 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 Common Share (the “Firm Shares”) of the Company, par value CHF 0.02 per share (the “Common Shares”) and on
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 11th, 2024 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 9, 2024, among NLS Pharmaceutics Ltd., a corporation incorporated under the laws of Switzerland and includes any successor Company thereto (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENT (Equity)Registration Rights Agreement • October 11th, 2024 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 7, 2024, by and among NLS Pharmaceutics Ltd., a corporation incorporated under the laws of Switzerland, with headquarters located at The Circle 6, 8058 Zurich, Switzerland (the “Company”), and the investors listed on the Schedule of Purchasers attached hereto (each, a “Purchaser” and collectively, the “Purchasers”).
Addendum Number 4 of the “Up to USD 7,100,000 Credit Facilites Agreement” ofCredit Facilities Agreement • January 20th, 2021 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations
Up to USD 150,000.00 CREDIT FACILITIES AGREEMENTCredit Facilities Agreement • February 28th, 2020 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations
WHEREAS the Company shall undertake (i) the commercial development of the patents Lauflamide and its enantiomers, the method for the preparation of the same and the therapeutic uses thereof; Phacetoperane for the treatment of attention-deficit hyperactivity disorder; and the use of iron for the treatment of attention deficit hyperactivity disorder; as well as (ii) the securement of the patents for the medicaments Quinoleine, Tryptamine and Aminoquinoaxaline;
PLACEMENT AGENT COMMON SHARE PURCHASE WARRANT NLS PHARMACEUTICS LTD.Placement Agent Common Share Agreement • March 21st, 2024 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations
THIS PLACEMENT AGENT COMMON SHARE PURCHASE WARRANT, issued in the form of uncertificated securities (Wertrechte) pursuant to article 973c of the Swiss Code of Obligations (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 March 20, 2029 (the “Termination Date”) but not thereafter, to subscribe for and/or purchase from NLS Pharmaceutics Ltd., a corporation incorporated under the laws of Switzerland (the “Company”), up to [____] Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). The Company may issue the Warrant Shares from its Treasury Shares and/or condi
Second Amendment Agreement to Assignment and transfer agreementAssignment and Transfer Agreement • February 28th, 2020 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations
Amendment of the Convertible Loan Agreement of betweenConvertible Loan Agreement • October 19th, 2020 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • November 5th, 2024 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations • Delaware
This Voting and Support Agreement (this “Agreement”), dated as of _____________ ___, 2024 (the “Effective Date”), by and among NLS Pharmaceutics Ltd. (the “Company”), a corporation incorporated under the laws of Switzerland, and certain the shareholders of the Company listed on Schedule A hereto (each, a “Shareholder” and, collectively, the “Shareholders”).
convertible Loan AGREEMENTConvertible Loan Agreement • February 28th, 2020 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations
SECOND ADDENDUM TO THE Loan Agreement of September 28, 2023 betweenLoan Agreement • March 20th, 2024 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations
Addendum Number 4 to the Convertible Loan Agreement of January 8, 2021 betweenConvertible Loan Agreement • January 20th, 2021 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations
3rd Amendment to the Series A Loan Agreement of betweenSeries a Loan Agreement • January 20th, 2021 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 4th, 2024 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 4, 2024, among NLS Pharmaceutics Ltd., a corporation incorporated under the laws of Switzerland and includes any successor Company thereto (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively the “Purchasers”).
Amendment of the convertible Loan AGREEMENT _________________________________________________________ (“Amendment”) of ___________________ between NLSPharmaCEUTICS AG as Borrower and […] as Lender each a “Party”, together the “Parties”Convertible Loan Agreement • October 19th, 2020 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations
WHEREAS Section 4 of the Convertible Loan Agreement sets forth that the Borrower may at its own and entire discretion repay the loan with accrued interests, if any, starting December 23 2020 (“Conversion Date Borrower”).
ADDENDUM TO THE Loan Agreement of November 15, 2023 betweenLoan Agreement • March 20th, 2024 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations
Series A Loan Agreement of betweenSeries a Loan Agreement • October 19th, 2020 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations
REGISTRATION RIGHTS AGREEMENT (Debt Satisfaction and Equity)Registration Rights Agreement • October 11th, 2024 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 8, 2024, by and among NLS Pharmaceutics Ltd., a corporation incorporated under the laws of Switzerland, with headquarters located at The Circle 6, 8058 Zurich, Switzerland (the “Company”), and the investors listed on the Schedule of Purchasers attached hereto (each, a “Purchaser” and collectively, the “Purchasers”).
Amendment Agreement to Assignment and transfer agreementAssignment and Transfer Agreement • February 28th, 2020 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations
Amendment Series A Loan Agreement of betweenSeries a Loan Agreement • October 19th, 2020 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations
NLS Pharmaceutics Ltd - Kadimastem Ltd BINDING TERM SHEETBinding Term Sheet • August 27th, 2024 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations • New York
This binding term sheet (this “Term Sheet”) is entered into by and between NLS Pharmaceutics Ltd (the “Company” or “NLSP”) and Kadimastem Ltd (“Kadimastem”). Subject to the limitations set forth below, the parties hereto, intending to be legally bound hereby as provided herein, and each having received good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, agree as follows:
SERIES B PLACEMENT AGENT COMMON SHARE PURCHASE WARRANT NLS PHARMACEUTICS LTD.Series B Placement • July 1st, 2024 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations
THIS SERIES B PLACEMENT AGENT COMMON SHARE PURCHASE WARRANT, issued in the form of uncertificated securities (Wertrechte) pursuant to article 973c of the Swiss Code of Obligations (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 that the Company (i) obtains approval from its shareholders to increase the number of its authorized common shares to an amount sufficient to allow the Company to issue the Warrant Shares (as defined below) hereunder together with any and all common shares underlying any other Series B Placement Agent Common Share Purchase Warrants issued on the date hereof and (ii) effects such increase (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June 28, 2029 (the “Termination Date”) but not thereafter, to subscribe for and/or purchase from N
Private Placement of Common Share Purchase WarrantsPlacement Agent Agreement • April 14th, 2022 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations • New York
This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (the “Placement Agent”) and NLS Pharmaceutics Ltd., a company organized under the laws of Switzerland (the “Company”), that the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of common shares of the Company, par CHF 0.02 per share (the “Common Shares”), any pre-funded warrants to purchase common shares (“Pre-Funded Warrants”), and the common share purchase warrants to purchase Common Shares (the “Investor Warrants”, and together with the Common Shares and Pre-Funded Warrants, the “Securities”). The Securities actually placed by the Placement Agent are referred to herein as the “Placement Agent Securities.” The terms of the Placement shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”), and nothing herein con
Addendum Number 4 of the “Up to USD 150,000.00 Credit Facilites Agreement” ofCredit Facilities Agreement • January 20th, 2021 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations
Loan Agreement of betweenLoan Agreement • October 25th, 2023 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations
