REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 30th, 2024 • Pasithea Therapeutics Corp. • Pharmaceutical preparations
The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:
UNDERWRITING AGREEMENT between PASITHEA THERAPEUTICS CORP. and EF HUTTON, DIVISION OF BENCHMARK INVESTMENTS, LLC AS REPRESENTATIVE OF THE SEVERAL UNDERWRITERS PASITHEA THERAPEUTICS CORP.Underwriting Agreement • August 27th, 2021 • Pasithea Therapeutics Corp. • Pharmaceutical preparations • New York
The undersigned, Pasithea Therapeutics Corp., a corporation formed under the laws of the State of Delaware (collectively with its Subsidiaries (as hereinafter defined) and Affiliates (as hereinafter defined), the “Company”), hereby confirms its agreement (this “Agreement”) with EF Hutton, division of Benchmark Investments, 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:
SERIES A/SERIES B] COMMON STOCK PURCHASE WARRANT Pasithea Therapeutics Corp.Security Agreement • September 30th, 2024 • Pasithea Therapeutics Corp. • Pharmaceutical preparations
THIS [SERIES A/SERIES B] 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 on or prior to 5:00 p.m. (New York City time) on ______________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Pasithea Therapeutics Corp., 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 30th, 2024 • Pasithea Therapeutics Corp. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 26, 2024, between Pasithea Therapeutics Corp., 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 • August 6th, 2021 • Pasithea Therapeutics Corp. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [●], 2021 by and between Pasithea Therapeutics Corp., a Delaware corporation (the “Company”), and [●] (the “Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
WARRANT AGENT AGREEMENTWarrant Agent Agreement • August 27th, 2021 • Pasithea Therapeutics Corp. • Pharmaceutical preparations • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [ ], 2021 (the “Issuance Date”) between Pasithea Therapeutics Corp., a Delaware corporation (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).
Form of Representative’s Warrant AgreementRepresentative’s Warrant Agreement • August 6th, 2021 • Pasithea Therapeutics Corp. • Pharmaceutical preparations
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, EF Hutton, division of Benchmark Investments, LLC 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 [ ], 20213 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date (such date, the “Termination Date”) that is five (5) years following the effective date of the offering, but not thereafter, to subscribe for and purchase from Pasithea Therapeutics Corp., a Delaware corporation (the “Company”), up to [ ] shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. 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).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Pasithea Therapeutics Corp.Placement Agent Common Stock Agreement • September 30th, 2024 • Pasithea Therapeutics Corp. • 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on October 1, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Pasithea Therapeutics Corp., 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 issued pursuant to that certain engagement letter, dated as of September 6, 2024, as amended on September 26, 2024, by and between the Company and H.C. Wainwright & Co., LLC.
PRE-FUNDED COMMON STOCK PURCHASE WARRANT Pasithea Therapeutics Corp.Pre-Funded Common Stock Agreement • September 30th, 2024 • Pasithea Therapeutics Corp. • 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 Pasithea Therapeutics Corp., 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).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 12th, 2022 • Pasithea Therapeutics Corp. • Pharmaceutical preparations • Florida
This Executive Employment Agreement (the “Agreement”), dated as of January 1, 2022, made between Pasithea Therapeutics Corp., (the “Company”) and Tiago Reis Marques (the “Executive”) (collectively, the “Parties”).
COMMON STOCK PURCHASE WARRANT PASITHEA THERAPEUTICS CORP.Common Stock Purchase Warrant • May 12th, 2023 • Pasithea Therapeutics Corp. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [____] (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 [____], 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Pasithea Therapeutics Corp., 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 being issued in accordance with the Membership Interest Purchase Agreement (the “Purchase Agreement”), dated October 11, 2022, by and among the Company, AlloMek Therapeutics, LLC, a Delaware limited liability company, the Persons listed on Schedule
EMPLOYMENT AGREEMENTEmployment Agreement • April 13th, 2021 • Pasithea Therapeutics Corp. • Delaware
This Employment Agreement (this “Agreement”) is made as of July 13th, 2020, between Pasithea Therapeutics Corp. (the “Company”), and Dr Tiago Reis Marques (“Executive”) (collectively, the Company and Executive are the “Parties”).
Collaboration Agreement In relation to a Pasithea clinic at Zen Knightsbridge Clinic, 53 Beauchamp Place, London SW3 1NYCollaboration Agreement • April 13th, 2021 • Pasithea Therapeutics Corp. • England and Wales
COLLABORATION AGREEMENTCollaboration Agreement • August 6th, 2021 • Pasithea Therapeutics Corp. • Pharmaceutical preparations • England and Wales
AT THE MARKET OFFERING AGREEMENTAt the Market Offering Agreement • November 26th, 2024 • Pasithea Therapeutics Corp. • Pharmaceutical preparations • New York
Pasithea Therapeutics Corp., 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:
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among Pasithea Therapeutics Corp., AlloMek Therapeutics, LLC, The Persons listed on Schedule 1.1, and Uday Khire, as the Representative Dated October 11, 2022Membership Interest Purchase Agreement • October 12th, 2022 • Pasithea Therapeutics Corp. • Pharmaceutical preparations • Delaware
This Membership Interest Purchase Agreement (this “Agreement”) is entered into on October 11, 2022 by and among Pasithea Therapeutics Corp., a Delaware Corporation (“Buyer”), AlloMek Therapeutics, LLC, a Delaware limited liability company (the “Company”), the Persons listed on Schedule 1.1 (each individually a “Seller” and collectively, “Sellers”), and Uday Khire, not individually but in his capacity as the representative of Sellers (the “Representative”). Buyer, the Company, Sellers and the Representative are referred to collectively herein as the “Parties” and individually as a “Party.” Unless otherwise specifically stated, each Seller shall be jointly and severally liable with each other Seller for the liabilities and obligations of each and all Sellers hereunder.
AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT PASITHEA THERAPEUTICS CORP.Common Stock Purchase Warrant • May 12th, 2023 • Pasithea Therapeutics Corp. • Pharmaceutical preparations
THIS AMENDED AND RESTATED 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 [____], 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Pasithea Therapeutics Corp., a Delaware corporation (the “Company”), up to [____] shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock of the Company (“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).
CONSULTING AGREEMENTConsulting Agreement • March 29th, 2024 • Pasithea Therapeutics Corp. • Pharmaceutical preparations • Delaware
SETTLEMENT AND COOPERATION AGREEMENTSettlement & Cooperation Agreement • December 14th, 2022 • Pasithea Therapeutics Corp. • Pharmaceutical preparations • Delaware
This Settlement and Cooperation Agreement (the “Agreement”) is made and entered into as of December 9, 2022, by and among Pasithea Therapeutics Corp. (the “Company”), on the one hand, and Concord IP2 Ltd., Elderhill Corporation, Leonite Capital LLC, Leonite Fund I, LP, Camac Partners, LLC, Camac Capital, LLC, Camac Fund, LP, David Delaney, Avi Geller, and Eric Shahinian (collectively, the “Investor Group Parties”), on the other hand (each of the Company and the Investor Group Parties, a “Party” and collectively, the “Parties”).
BUSINESS SUPPORT SERVICES SUBCONTRACTBusiness Support Services Subcontract • April 13th, 2021 • Pasithea Therapeutics Corp. • New York
This Business Support Services Subcontract (the “Agreement”) dated April 9, 2021, is between Pasithea Clinics Corp., a Delaware corporation (the “Service Company”) and The IV Doc Inc., a Delaware corporation (the “Subcontractor”). The Service Company and the Subcontractor are collectively referred to herein as the “Parties.”
CONSULTING AGREEMENTConsulting Agreement • March 30th, 2022 • Pasithea Therapeutics Corp. • Pharmaceutical preparations
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • November 29th, 2021 • Pasithea Therapeutics Corp. • Pharmaceutical preparations • New York
ContractService Agreement • June 4th, 2021 • Pasithea Therapeutics Corp. • Pharmaceutical preparations • New Jersey
PASITHEA THERAPEUTICS CORP. BRIO RETAINER AGREEMENT STOCK OPTION GRANT NOTICEStock Option Grant Notice • September 10th, 2021 • Pasithea Therapeutics Corp. • Pharmaceutical preparations • Delaware
Pasithea Therapeutics Corp., a corporation incorporated under the laws of the State of Delaware (the “Company”), pursuant to the retainer agreement with Brio Financial Group, LLC dated April 13, 2021 (the “Brio Retainer Agreement”), hereby grants to the holder listed below (“Grantee”), an option to purchase the number of shares of the Company’s Common Stock (the “Shares”) set forth below (the “Option”). This Option is subject to all of the terms and conditions set forth herein and in the Stock Option Agreement, attached hereto (the “Stock Option Agreement”), and the Brio Retainer Agreement (a copy of which has been provided to Grantee), both of which are incorporated herein in their entirety. Any capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Brio Retainer Agreement or the Grant Notice.
Exhibit A Form of Lock-Up AgreementLock-Up Agreement • October 12th, 2022 • Pasithea Therapeutics Corp. • Pharmaceutical preparations • Delaware
The undersigned (the “Shareholder”) understands that: (i) Pasithea Therapeutics Corp., a Delaware corporation (“Buyer”) has entered into a Membership Interest Purchase Agreement, dated as of October 11, 2022 (the “MIPA”) by and among Buyer, AlloMek Therapeutics, LLC, a Delaware limited liability company (the “Company”), the Persons listed on Schedule 1.1 to the MIPA (each individually a “Seller” and collectively, “Sellers”), and Uday Khire, not individually but in his capacity as the representative of Sellers (the “Representative”), pursuant to which each Seller sold, transfered, assigned, conveyed, and delivered to Buyer, and Buyer purchased, acquired, and accepted from each Seller, all (but not less than all) of the securities of the Company held by each such Seller, as set forth opposite each Seller’s name on Schedule 1.1 to the MIPA. Capitalized terms used but not otherwise defined herein shall have the respective meanings given to such terms in the MIPA.
BUSINESS SUPPORT SERVICES AGREEMENTBusiness Support Services Agreement • April 13th, 2021 • Pasithea Therapeutics Corp. • New York
This Business Support Services Agreement (the “Agreement”) dated [●] is between Nadelson Medical PLLC, a New York Professional Limited Liability Company (the “Professional Company”) and Pasithea Clinics Corp., an independent Delaware corporation (the “Service Company”). The Professional Company and the Service Company are collectively referred to herein as the “Parties.”
