UNDERWRITING AGREEMENT between EPIEN MEDICAL, INC. and EF HUTTON division of Benchmark Investments, LLC, as Representative of the Several Underwriters EPIEN MEDICAL, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • September 30th, 2022 • Epien Medical, Inc. • Surgical & medical instruments & apparatus • New York
Form of Representative’s Warrant AgreementEpien Medical, Inc. • September 30th, 2022 • Surgical & medical instruments & apparatus • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].
Warrant Agent AgreementWarrant Agent Agreement • September 30th, 2022 • Epien Medical, Inc. • Surgical & medical instruments & apparatus • New York
This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [●], 2022 (the “Issuance Date”) is between EPIEN Medical, Inc., a Nevada corporation (the “Company”), and VStock Transfer, LLC, a New York Limited Liability Company (the “Warrant Agent”).
COMMON STOCK PURCHASE WARRANT EPIEN MEDICAL, INC.Epien Medical, Inc. • September 30th, 2022 • Surgical & medical instruments & apparatus • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that [●] or its registered 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 EPIEN Medical Inc., a company incorporated under the law of Nevada (the “Company”), up to _________________ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). 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, subjec
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 30th, 2022 • Epien Medical, Inc. • Surgical & medical instruments & apparatus • Minnesota
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of July 22, 2022, and entered into by and between EPIEN Medical Inc. (the “Company”), and Michael Basara (the “Executive”), each a “Party,” or, collectively, the “Parties” to be effective as of the date of the consummation of the Company’s initial public offering of common stock (the “IPO Effective Date”).
COMMON STOCK PURCHASE WARRANT EPIEN MEDICAL, INC.Epien Medical, Inc. • September 30th, 2022 • Surgical & medical instruments & apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (name), 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 Vesting Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the fifth anniversary of the Vesting Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Epien Medical, Inc., a Minnesota corporation (the “Company”), up to the Total Warrant Shares (defined below) (as subject to adjustment hereunder, as applicable, 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). The “Total Warrant Shares” equals (a) the total amount of Notes sold under the Offering, multiplied by (b) 20%, and divided by (c) (i) 0.90 multiplied by (ii) the Public Offering Pric
SUBSCRIPTION AGREEMENTSubscription Agreement • September 30th, 2022 • Epien Medical, Inc. • Surgical & medical instruments & apparatus • Minnesota
This Subscription Agreement (this “Subscription Agreement” or the “Agreement”), dated as of (date), is entered into among EPIEN Medical, Inc., a Minnesota corporation (the “Company”), and the purchasers listed on Schedule A hereto who have executed a signature page of the Agreement (each, a “Purchaser” and collectively, the “Purchasers”). Certain definitions used in this Subscription Agreement shall have the meanings given to them in Section 5 below.
WARRANT FOR SHARES OF EQUITY SECURITIES OF EPIEN MEDICAL, INC.Epien Medical, Inc. • September 30th, 2022 • Surgical & medical instruments & apparatus
For value received, __________, or its successors or assigns (“Holder”), is entitled to subscribe for and purchase from EPIEN Medical, Inc., a Minnesota corporation (the “Company”), up to _________ (_________________) fully paid and nonassessable shares of the Company’s Common Stock, par value $0.01 per share (“Equity Securities”), or such greater or lesser number of such shares as may be determined by application of the anti-dilution provisions of this warrant, at ___________ ($________) per share, subject to adjustments as noted below (the “Warrant Exercise Price”).
LOAN AGREEMENTLoan Agreement • September 30th, 2022 • Epien Medical, Inc. • Surgical & medical instruments & apparatus • Minnesota
This Agreement is made as of ___________, by and among EPIEN Medical, Inc., a Minnesota corporation (the “Borrower”) and ______________, as joint tenants with right of survivorship (“the Lender” ).
RESEARCH AGREEMENT Amendment No. 1 (Non-Clinical)Research Agreement • September 30th, 2022 • Epien Medical, Inc. • Surgical & medical instruments & apparatus
This Amendment (“Amendment”) entered into this 25th day of January, 2022 (“Amendment Effective Date”), by and between the University of Miami, (“University”) and Epien Medical (“Company”) amends the agreement between the parties dated August 20, 2021 (“Agreement”) which is incorporated by referenced herein and made part of this Amendment.
