Delcath Systems, Inc. Sample Contracts

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 19th, 2024 • Delcath Systems, Inc. • Surgical & medical instruments & apparatus • New York

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of March 14, 2024, between DELCATH SYSTEMS, 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”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 19th, 2024 • Delcath Systems, Inc. • Surgical & medical instruments & apparatus

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

EXHIBIT 10.8 DELCATH SYSTEMS, INC. PROMISSORY NOTE
Promissory Note • September 20th, 2000 • Delcath Systems Inc • Services-commercial physical & biological research
PRE-FUNDED COMMON STOCK PURCHASE WARRANT DELCATH SYSTEMS, INC.
Security Agreement • March 19th, 2024 • Delcath Systems, Inc. • Surgical & medical instruments & apparatus

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, to subscribe for and purchase from Delcath Systems, Inc., a Delaware corporation (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).

Delcath Systems, Inc. (a Delaware corporation) 1,460,027 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • December 11th, 2020 • Delcath Systems, Inc. • Surgical & medical instruments & apparatus • New York
Units, each Unit Consisting of Five Shares of Common Stock and Five Redeemable Common Stock Purchase Warrants Each to Purchase One Share of
Underwriting Agreement • March 17th, 2003 • Delcath Systems Inc • Services-commercial physical & biological research • Delaware
RECITALS
Employment Agreement • July 5th, 2007 • Delcath Systems Inc • Surgical & medical instruments & apparatus • New York
AGREEMENT
Common Stock Purchase Agreement • November 30th, 2005 • Delcath Systems Inc • Surgical & medical instruments & apparatus • New York
DELCATH SYSTEMS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [], 20__ Debt Securities
Indenture • June 28th, 2024 • Delcath Systems, Inc. • Surgical & medical instruments & apparatus • New York

Whereas, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;

OF
Warrant Agreement • November 30th, 2005 • Delcath Systems Inc • Surgical & medical instruments & apparatus • New York
DELCATH SYSTEMS, INC. Shares of Common Stock (par value $0.01 per share) Controlled Equity OfferingSM Sales Agreement
Sales Agreement • August 18th, 2020 • Delcath Systems, Inc. • Surgical & medical instruments & apparatus • New York

Delcath Systems, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:

MODIFICATION AGREEMENT
Modification Agreement • April 16th, 2007 • Delcath Systems Inc • Surgical & medical instruments & apparatus
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PRE-FUNDED COMMON STOCK PURCHASE WARRANT DELCATH SYSTEMS, INC.
Pre-Funded Common Stock Purchase Warrant • July 20th, 2022 • Delcath Systems, Inc. • Surgical & medical instruments & apparatus

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 Delcath Systems, Inc., a Delaware corporation (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).

COMMON STOCK PURCHASE WARRANT DELCATH SYSTEMS, INC.
Common Stock Purchase Warrant • July 11th, 2019 • Delcath Systems, Inc. • Surgical & medical instruments & apparatus

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 Reverse Stock Split Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Delcath, Systems, 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).

AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 12th, 2017 • Delcath Systems, Inc. • Surgical & medical instruments & apparatus • New York

This AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 5, 2017, is by and among Delcath Systems, Inc., a Delaware corporation with offices located at 1633 Broadway, Suite 22C, New York, New York 10019 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

and
Rights Agreement • November 14th, 2001 • Delcath Systems Inc • Services-commercial physical & biological research • Delaware
and AMERICAN STOCK TRANSFER & TRUST COMPANY Warrant Agent
Warrant Agreement • August 11th, 2005 • Delcath Systems Inc • Surgical & medical instruments & apparatus • New York
VOTING AGREEMENT
Voting Agreement • November 30th, 2005 • Delcath Systems Inc • Surgical & medical instruments & apparatus
Redington, Inc. Engagement Agreement Delcath Systems, Inc. FIVE PAGES IN ALL
Engagement Agreement • March 12th, 2002 • Delcath Systems Inc • Services-commercial physical & biological research
DELCATH SYSTEMS, INC. UNDERWRITING AGREEMENT [•] Shares of Common Stock [•] Pre-Funded Warrants to Purchase Up to [•] Shares of Common Stock Series F Warrants to Purchase Up to [•] Shares of Common Stock
Underwriting Agreement • April 20th, 2020 • Delcath Systems, Inc. • Surgical & medical instruments & apparatus • New York

Delcath Systems, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Roth Capital Partners, LLC is acting as the representative (the “Representative”), (i) an aggregate of [•] authorized but unissued shares (the “Firm Shares”) of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”), (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of [•] shares of Common Stock at an exercise price of $0.01 per share (the “Pre-Funded Warrant Shares”), and (iii) Series F warrants (the “Firm Warrants”) to purchase up to an aggregate of [•] shares of Common Stock (the “Firm Warrant Shares”). The Firm Shares, the Pre-Funded Warrants, the Pre-Funded Warrant Shares, the Firm Warrants and the Firm Warrant Shares are collectively referred to as the “Firm Securities.” The Company

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 13th, 2022 • Delcath Systems, Inc. • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 7, 2022, between Delcath Systems, 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”).

and American Stock Transfer & Trust Company Warrant Agent and Whale Securities Co., L.P. Underwriter
Warrant Agreement • October 12th, 2000 • Delcath Systems Inc • Services-commercial physical & biological research
PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • January 17th, 2018 • Delcath Systems, Inc. • Surgical & medical instruments & apparatus • New York
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