UNDERWRITING AGREEMENT between VIRIOS THERAPEUTICS, INC. and THINKEQUITY LLC as Representative of the Several UnderwritersUnderwriting Agreement • September 20th, 2022 • Virios Therapeutics, Inc. • Pharmaceutical preparations • New York
The undersigned, Virios Therapeutics, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Virios Therapeutics, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) 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:
ContractPlacement Agency Agreement • May 20th, 2024 • Virios Therapeutics, Inc. • Pharmaceutical preparations • New York
VIRIOS THERAPEUTICS, INC. Common Stock ($0.0001 par value per share)Capital on Demand Sales Agreement • July 14th, 2023 • Virios Therapeutics, Inc. • Pharmaceutical preparations • New York
Virios Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with JonesTrading Institutional Services LLC (the “Agent”), as follows:
UNDERWRITING AGREEMENT between VIRIOS THERAPEUTICS, INC. and THINKEQUITY A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. as Representative of the Several Underwriters VIRIOS THERAPEUTICS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • September 25th, 2020 • Virios Therapeutics, LLC • Pharmaceutical preparations • New York
The undersigned, Virios Therapeutics, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Virios Therapeutics, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc., (hereinafter referred to as “you” (including its correlatives) or the “Representative”) 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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 7th, 2024 • Virios Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Registration Rights Agreement (this “Agreement”) is dated as of October 7, 2024, by and between Virios Therapeutics, Inc., a Delaware corporation (the “Company”), and Sealbond Limited, a British Virgin Islands corporation (“Sealbond”).
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • November 8th, 2024 • Dogwood Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of October 7, 2024, is entered into by and between Virios Therapeutics, Inc., a Delaware corporation (the “Company”), and Broadridge Corporation Issuer Solutions, LLC, a Pennsylvania limited liability company, as Rights Agent (as defined herein).
EMPLOYMENT AGREEMENTEmployment Agreement • September 16th, 2020 • Virios Therapeutics, LLC • Pharmaceutical preparations • Alabama
This EMPLOYMENT AGREEMENT (this “Agreement”) effective as of September 10, 2020 (“Effective Date”) is by and between Virios Therapeutics, LLC, an Alabama limited liability company (“Company”), and R. Michael Gendreau, M.D., Ph.D. (“Employee”). The Company and Employee are collectively referred to herein as the “Parties” and each individually as a “Party”.
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • October 7th, 2024 • Virios Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This SHARE EXCHANGE AGREEMENT is made and entered into as of October 7, 2024, by and among VIRIOS THERAPEUTICS, INC., a Delaware corporation (“Purchaser”), and SEALBOND LIMITED, a British Virgin Islands corporation (“Seller”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
DOGWOOD THERAPEUTICS FAQ (10/7/24) What was announced?Share Exchange Agreement • October 7th, 2024 • Virios Therapeutics, Inc. • Pharmaceutical preparations
● Virios Therapeutics, Inc. (“Virios”) and Sealbond Limited (“Sealbond”), an indirect parent of Wex Pharmaceuticals, Inc. (“Wex”), have entered into a definitive share exchange agreement pursuant to which the companies will combine in an all-stock transaction (the “Combination”).
October 7, 2024Letter Agreement • October 7th, 2024 • Virios Therapeutics, Inc. • Pharmaceutical preparations • Delaware
In connection with the Share Exchange Agreement relating to Pharmagesic (Holdings) Inc., a Canadian corporation, by and between Virios Therapeutics, Inc., a Delaware corporation (the “Company”), and Sealbond Limited, a British Virgin Islands corporation (the “Transaction”), the Company hereby enters into this Letter Agreement with CK Life Sciences Int’l., (Holdings) Inc. (the “Investor”).
FORM OF LOAN AGREEMENT between VIRIOS THERAPEUTICS, INC., as Borrower and CONJOINT INC., as Lender Dated as of October 7, 2024Loan Agreement • October 7th, 2024 • Virios Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS LOAN AGREEMENT (as amended or supplemented from time to time, together with any exhibits, schedules or other attachments hereto, this “Agreement”) is entered into as of October 7, 2024 between Virios Therapeutics, Inc., a Delaware corporation (“Borrower”), and Conjoint Inc., a Delaware corporation (“Lender”).
AGREEMENT ON OWED SALARY BETWEEN DR. PRIDGEN AND INNOVATIVE MED CONCEPTS, LLC July 15, 2020Agreement on Owed Salary • December 1st, 2020 • Virios Therapeutics, LLC • Pharmaceutical preparations • Alabama
This Agreement on Owed Salary (“ Agreement”) is an agreement between Innovative Med Concepts, LLC (“IMC” or the “Company”), and Dr. William L. Pridgen (“Pridgen”) regarding the payment and satisfaction of salary accrued and owed to Dr. Pridgen (IMC and Pridgen together as ““Parties” and individually as a “Party”“).
FORM OF PURCHASER STOCKHOLDER SUPPORT AGREEMENT VIRIOS therapeutics, inc. SUPPORT AGREEMENTSupport Agreement • November 8th, 2024 • Dogwood Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS SUPPORT AGREEMENT (this “Agreement”), dated as of October 7, 2024 (the “Effective Date”), is made by and between Virios Therapeutics, Inc., a Delaware corporation (“Purchaser”), and the undersigned holder (“Stockholder”) of shares of capital stock (the “Shares”) of Purchaser.
FORM OF REPURCHASE AGREEMENTRepurchase Agreement • November 8th, 2024 • Dogwood Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This REPURCHASE AGREEMENT (this “Agreement”), dated as of [●] (the “Effective Date”), is made and entered into by and among SEALBOND LIMITED, a British Virgin Islands corporation (“Optionee”) and VIRIOS THERAPEUTICS, INC., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Share Exchange Agreement (as defined below) or the Certificate of Designation of Preferences Rights and Limitations of Series A Non-Voting Convertible Preferred Stock (“Certificate of Designation”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 28th, 2020 • Virios Therapeutics, LLC • Pharmaceutical preparations • Alabama
This EXECUTIVE EMPLOYMENT AGREEMENT (as amended, extended, or revised, this “Agreement”) is made and entered into as of the 3rd day of March, 2015 (but effective as of January 26, 2014, being the “Effective Date”), by and between Innovative Med Concepts, LLC, an Alabama limited liability company (together with its successors and assigns permitted hereunder, “Company”), Rick Burch (“Executive”), and Dr. William Pridgen, Manager and Chief Executive Officer of Company (“Pridgen”). This Agreement supercedes and replaces entirely that Executive Employment Agreement entered into between the Company, Executive, and Pridgen on January 26, 2014.
AGREEMENT ON MEMBERSHIP INTEREST ISSUANCE TO DR. PRIDGEN UNDER VIRIOS THERAPEUTICS, LLC'S OPERATING AGREEMENT August 17, 2020Membership Interest Issuance Agreement • August 28th, 2020 • Virios Therapeutics, LLC • Pharmaceutical preparations • Alabama
This Agreement on Membership Interest Issuance to Dr. Pridgen under Virios Therapeutics, LLC's Operating Agreement ("Agreement") is an agreement between Virios Therapeutics, LLC ("Virios" or the "Company"), and Dr. William L. Pridgen ("Pridgen") regarding the issuance of a 4.5% Membership Interest owed to Dr. Pridgen under the Company's Operating Agreement (Virios and Pridgen together as "Parties" and individually as a "Party").
UNIVERSITY OF ALABAMA KNOW-HOW LICENSE AGREEMENTKnow-How License Agreement • August 28th, 2020 • Virios Therapeutics, LLC • Pharmaceutical preparations • Alabama
This Agreement dated June 1, 2012 ("Effective Date") is made by and between The Board of Trustees of The University of Alabama for and on behalf of its component institution The University of Alabama ("UA") and Innovative Med Concepts, LLC ("Company").
VIRIOS THERAPEUTICS, INC. AMENDED AND RESTATED 2020 Equity INCENTIVE Plan FORM OF STOCK OPTION AGREEMENTStock Option Agreement • March 14th, 2023 • Virios Therapeutics, Inc. • Pharmaceutical preparations
The Board of Directors of Virios Therapeutics, Inc. (the “Company”) has decided to grant to you an option to purchase shares of the common stock of the Company under the Virios Therapeutics, Inc. Amended and Restated 2020 Equity Incentive Plan. The terms of the grant are set forth in the Stock Option Grant provided to you (the “Grant”). The following provides a summary of the key terms of the Grant; however, you should read the entire Grant, along with the terms of the Plan, to fully understand the Grant.
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • November 8th, 2024 • Dogwood Therapeutics, Inc. • Pharmaceutical preparations
Re:Share Exchange Agreement, dated as of October 7, 2024 (the “Exchange Agreement”), by and between Virios Therapeutics, Inc. (the “Company”) and Sealbond Limited (“Seller”)
