Standard Contracts
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • July 14th, 2023 • Cadrenal Therapeutics, Inc. • Pharmaceutical preparations
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 January 16, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cadrenal Therapeutics, 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).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 14th, 2023 • Cadrenal Therapeutics, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of __________, 2023, between Cadrenal Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 14th, 2023 • Cadrenal Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 12, 2023, between Cadrenal Therapeutics, 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”).
CADRENAL THERAPEUTICS, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of ________, 20__ Debt SecuritiesIndenture • March 12th, 2024 • Cadrenal Therapeutics, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of [l], 20[l], among Cadrenal Therapeutics, Inc., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
UNDERWRITING AGREEMENTUnderwriting Agreement • January 25th, 2023 • Cadrenal Therapeutics, Inc. • Pharmaceutical preparations • California
The undersigned, Cadrenal Therapeutics, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Boustead Securities, 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:
AT THE MARKET OFFERING AGREEMENTAt the Market Offering Agreement • March 12th, 2024 • Cadrenal Therapeutics, Inc. • Pharmaceutical preparations • New York
Cadrenal Therapeutics, 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:
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANTPlacement Agent Common Stock Agreement • July 14th, 2023 • Cadrenal Therapeutics, Inc. • 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 hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on January 16, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cadrenal Therapeutics, 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 Placement Agent Common Stock Purchase Warrant is being issued pursuant to that certain Engagement Agreement between the Company and H.C. Wainwright & Co., LLC, dated as of July 12, 2023.
ContractPurchase Warrant Agreement • October 11th, 2022 • Cadrenal Therapeutics, Inc. • Pharmaceutical preparations • California
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING , 2022 (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) BOUSTEAD SECURITIES, LLC OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) AN OFFICER, PARTNER, REGISTERED PERSON OR AFFILIATE OF BOUSTEAD SECURITIES, LLC.
FORM OF SERIES [A-1][A-2] COMMON STOCK PURCHASE WARRANT Cadrenal Therapeutics, Inc.Security Agreement • November 4th, 2024 • Cadrenal Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS SERIES [A-1][A-2] 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 ______1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cadrenal Therapeutics, 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).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT CADRENAL THERAPEUTICS, INC.Pre-Funded Common Stock Agreement • July 14th, 2023 • Cadrenal Therapeutics, 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 hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cadrenal Therapeutics, 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).
ContractWarrant Agreement • October 11th, 2022 • Cadrenal Therapeutics, Inc. • Pharmaceutical preparations • New York
THESE WARRANTS AND ANY SHARES ACQUIRED UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE WARRANTS AND SUCH SHARES AND ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE WARRANTS AND SUCH SHARES MAY NOT BE EXERCISED OR TRANSFERRED EXCEPT UPON THE CONDITIONS SPECIFIED IN THIS WARRANT CERTIFICATE, AND NO EXERCISE OR TRANSFER OF THESE WARRANTS OR TRANSFER OF SUCH SHARES SHALL BE VALID OR EFFECTIVE UNLESS AND UNTIL SUCH CONDITIONS SHALL HAVE BEEN COMPLIED WITH.
CADRENAL THERAPEUTICS, INC. FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • January 25th, 2023 • Cadrenal Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (the “Agreement”) is made as of ____________, by and between Cadrenal Therapeutics, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
FORM OF PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Cadrenal Therapeutics, Inc.Placement Agreement • November 4th, 2024 • Cadrenal Therapeutics, Inc. • Pharmaceutical preparations • New York
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 hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on November 5, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cadrenal Therapeutics, 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 is issued pursuant to that certain engagement agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of September 18, 2024 (the “Engagement Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 12th, 2024 • Cadrenal Therapeutics, Inc. • Pharmaceutical preparations • California
This Employment Agreement (this “Agreement”), effective as of February 8, 2024 by and between Cadrenal Therapeutics, Inc., a Delaware corporation (the “Company”) and Jeffrey S. Cole (“Executive”). Together, Executive and the Company are sometimes referred to as the “Parties.” Capitalized terms not otherwise defined herein shall have the meanings set forth in Section 9 below.
ContractCommon Stock Purchase Warrant • January 25th, 2023 • Cadrenal Therapeutics, Inc. • Pharmaceutical preparations • California
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING JANUARY 19, 2023 (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) BOUSTEAD SECURITIES, LLC OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) AN OFFICER, PARTNER, REGISTERED PERSON OR AFFILIATE OF BOUSTEAD SECURITIES, LLC.
PATENT ASSIGNMENT AGREEMENTPatent Assignment Agreement • September 22nd, 2022 • Cadrenal Therapeutics, Inc. • Pharmaceutical preparations
THIS PATENT ASSIGNMENT AGREEMENT (this “Agreement”) is dated as of April 1 , 2022 (“Effective Date”), and is made by and between HESP LLC, a Delaware limited liability company (“Assignor”), and Cadrenal Therapeutics Inc., a Delaware corporation (“Assignee”). Each of Assignor and Assignee may be referenced herein as a “Party,” and collectively, the “Parties.”
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 22nd, 2022 • Cadrenal Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This ASSET PURCHASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of April 1 , 2022, by and between HESP LLC, a Delaware limited liability company (“Seller”) and Cadrenal Therapeutics Inc., a Delaware corporation (“Purchaser”). Article 8 contains definitions of certain capitalized terms used herein and also provides cross-references to certain capitalized terms defined elsewhere in this Agreement.
INVESTOR RIGHTS AND LOCK-UP AGREEMENTInvestor Rights and Lock-Up Agreement • September 22nd, 2022 • Cadrenal Therapeutics, Inc. • Pharmaceutical preparations • California
This INVESTOR RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of ____________ ____, 2022 by and among Cadrenal Therapeutics, Inc., a Delaware corporation (the “Company”) and the investor on the signature page hereto.
AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 25th, 2023 • Cadrenal Therapeutics, Inc. • Pharmaceutical preparations
This Amendment to the Asset Purchase Agreement (“Amendment”), dated August 18, 2022, is entered into by and between HESP LLC, a Delaware limited liability company (“Seller”) and Cadrenal Therapeutics, Inc., a Delaware corporation (“Purchaser”).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 22nd, 2022 • Cadrenal Therapeutics, Inc. • Pharmaceutical preparations • Delaware
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • May 26th, 2023 • Cadrenal Therapeutics, Inc. • Pharmaceutical preparations • California
THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (the “Amendment”), effective as of June 1, 2023 (the “Effective Date”), by and between Cadrenal Therapeutics, Inc., a Delaware corporation (the “Company”) and Matthew K. Szot (the “Executive”). Together, the Company and the Executive are sometimes referred to as the “Parties”.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS EXHIBIT MARKED BY [***] HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL LICENSE, DEVELOPMENT AND COMMERCIALIZATION...License, Development and Commercialization Agreement • October 11th, 2022 • Cadrenal Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This License, Development and Commercialization Agreement (this “Agreement”), effective as of September 16, 2015 (the “Execution Date”), is made by and between Armetheon, Inc., a Delaware corporation with place of business at 490 N. McCarthy Blvd., Suite 200, Milpitas, California 95035 (“Licensor”), and China Cardiovascular Focus Ltd., a company organized under the laws of the British Virgin Islands (Company nr. 1646310) whose principal place of business is at Unit 110-111, Bio-Informatics Centre, No. 2 Science Park West Avenue, Hong Kong Science Park, Shatin, Hong Kong (“Licensee”), a wholly-owned Affiliate of Lee’s Pharmaceutical Holdings Ltd. Licensor and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
CONSULTING AGREEMENTConsulting Agreement • September 22nd, 2022 • Cadrenal Therapeutics, Inc. • Pharmaceutical preparations • California
This Consulting Agreement (this “Agreement”) is made and entered into as of May 17, 2022 (the “Effective Date”) by and between Cadrenal Therapeutics, Inc., a Delaware corporation with its principal place of business at 822 A1A North, Suite 320, Ponte Vedra, Florida 32082 (the “Company”), and Matthew Szot, an individual residing at Carlsbad, CA (“Consultant”) (each herein referred to individually as a “Party,” or collectively as the “Parties”).
January 25, 2022 Quang Pham President Cadrenal Therapeutics, Inc.Consulting Agreement • September 22nd, 2022 • Cadrenal Therapeutics, Inc. • Pharmaceutical preparations
LOCK-UP AGREEMENTLock-Up Agreement • July 14th, 2023 • Cadrenal Therapeutics, Inc. • Pharmaceutical preparations
Re: Securities Purchase Agreement, dated as of July 12, 2023 (the “Purchase Agreement”), between Cadrenal Therapeutics, Inc. (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)
RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • September 22nd, 2022 • Cadrenal Therapeutics, Inc. • Pharmaceutical preparations • Delaware
Pursuant to the terms of this Restricted Stock Purchase Agreement (the “Agreement”), Cadrenal Therapeutics, Inc., a Delaware corporation (the “Company”), has issued to Matthew Szot (the “Holder”) 450,000 shares of restricted common stock of the Company, par value $0.001 (“Common Stock”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 22nd, 2022 • Cadrenal Therapeutics, Inc. • Pharmaceutical preparations • Florida
This EMPLOYMENT AGREEMENT (this “Agreement”), dated March 1, 2022, effective as of the Effective Time (the “Effective Date”), is by and between Cadrenal Therapeutics, Inc., a Delaware corporation (the “Company”) and Quang Pham (the “Executive”).
CADRENAL THERAPEUTICS, INC. CONVERTIBLE NOTEConvertible Note • September 22nd, 2022 • Cadrenal Therapeutics, Inc. • Pharmaceutical preparations • New York
FOR VALUE RECEIVED, Cadrenal Therapeutics, Inc., a Delaware corporation (“Cadrenal Therapeutics” or the “Maker”), hereby promises to pay to the order of _________________________ (the “Subscriber”), or registered assigns (together with the Subscriber, the “Holder”), the amount set out above as the Original Principal Amount, as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise (the “Principal”), when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate from the date set out above as the Issuance Date (the “Issuance Date”) until the same becomes due and payable, upon the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof).
