CONSULTING AGREEMENT AGREEMENT made this 2nd day of March, 2004, by and between Matthew Maguire., an individual, with offices at 6435 Manhattan Village Ave., #3l03, Orlando, FL 32835 (the "Consultant"), and CTD Holdings, Inc., a corporation with...Consulting Agreement • April 15th, 2004 • CTD Holdings Inc • Medicinal chemicals & botanical products • Florida
SERIES A-1 COMMON STOCK PURCHASE WARRANT CYCLO THERAPEUTICS, INC.Cyclo Therapeutics, Inc. • January 3rd, 2023 • Biological products, (no disgnostic substances)
THIS SERIES A-1 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 3, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cyclo Therapeutics, Inc., a Nevada corporation (the “Company”), up to 2,608,696 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 3rd, 2023 • Cyclo Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 29, 2022, between Cyclo Therapeutics, Inc., a Nevada 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 AGREEMENTRegistration Rights Agreement • May 4th, 2023 • Cyclo Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 2, 2023, by and among Cyclo Therapeutics, Inc., a Nevada corporation (the “Company”), and Rafael Holdings, Inc., a Delaware corporation (“Purchaser”).
RECITALS:Employment Agreement • July 2nd, 2001 • CTD Holdings Inc • Medicinal chemicals & botanical products • Florida
PRE-FUNDED COMMON STOCK PURCHASE WARRANT CYCLO THERAPEUTICS, INC.Cyclo Therapeutics, Inc. • November 21st, 2022 • Industrial organic chemicals • New York
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 Cyclo Therapeutics, Inc., a Nevada 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).
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") entered into this 1st day of July, 2009 (the "Effective Date"), between VISTRA GROWTH PARTNERS, INC. ("ViStra"), a wholly-owned subsidiary of CTD HOLDINGS, INC. (the "Company") and LOUIS...Employment Agreement • January 19th, 2010 • CTD Holdings Inc • Industrial organic chemicals
PREAMBLEShare Exchange Agreement • August 16th, 2005 • CTD Holdings Inc • Medicinal chemicals & botanical products • Florida
RECITALS:Employment Agreement • December 1st, 2003 • CTD Holdings Inc • Medicinal chemicals & botanical products • Florida
CONSULTING AGREEMENT DATE: March 25, 2004 PARTIES: ALAN C. FERGUSON (the "Consultant") CTD HOLDINGS, INC., a Florida corporation (the "Company") AGREEMENTS: SECTION 1. RETENTION OF CONSULTANT 1.1 Effective Date. Effective March 25, 2004 (the...Consulting Agreement • March 26th, 2004 • CTD Holdings Inc • Medicinal chemicals & botanical products • Florida
Warrant AgentWarrant Agency Agreement • November 16th, 2020 • Cyclo Therapeutics, Inc. • Industrial organic chemicals • New York
WARRANT AGENCY AGREEMENT, dated as of ____, 2020 (“Agreement”), between Cyclo Therapeutics, Inc., a corporation organized under the laws of the State of Nevada (the “Company”), and VStock Transfer LLC (the “Warrant Agent”).
COMMON STOCK PURCHASE WARRANT CYCLO THERAPEUTICS, INC.Cyclo Therapeutics, Inc. • November 21st, 2022 • Industrial organic chemicals • New York
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 Charter Amendment Date (as defined below) (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cyclo Therapeutics, Inc., a Nevada 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).
1,950,000 SHARES OF COMMON STOCK OF CYCLO THERAPEUTICS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • November 19th, 2021 • Cyclo Therapeutics, Inc. • Industrial organic chemicals • New York
The undersigned, Cyclo Therapeutics, Inc., a company incorporated under the laws of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Cyclo Therapeutics, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Maxim Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is effective as of May 30, 2001 (the "Effective Date") by and between CTD HOLDINGS, INC., a Florida corporation (the "Company"), and C.E. RICK STRATTAN (the "Employee"). RECITALS: This...Employment Agreement • April 1st, 2002 • CTD Holdings Inc • Medicinal chemicals & botanical products • Florida
COMMON STOCK PURCHASE WARRANTCTD Holdings Inc • June 4th, 2019 • Industrial organic chemicals
THIS COMMON STOCK PURCHASE WARRANT (this “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 30, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from ctd holdings, Inc. a Florida 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).
Warrant AgentWarrant Agency Agreement • December 11th, 2020 • Cyclo Therapeutics, Inc. • Industrial organic chemicals • New York
WARRANT AGENCY AGREEMENT, dated as of December 11, 2020 (“Agreement”), between Cyclo Therapeutics, Inc., a corporation organized under the laws of the State of Nevada (the “Company”), and VStock Transfer LLC (the “Warrant Agent”).
RECITALS:Employment Agreement • March 30th, 2004 • CTD Holdings Inc • Medicinal chemicals & botanical products • Florida
CYCLO THERAPEUTICS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • December 11th, 2020 • Cyclo Therapeutics, Inc. • Industrial organic chemicals • New York
The undersigned, Cyclo Therapeutics, Inc., a company incorporated under the laws of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Cyclo Therapeutics, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Maxim Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
CYCLO THERAPEUTICS, INC. UNDERWRITING AGREEMENTCyclo Therapeutics, Inc. • November 16th, 2020 • Industrial organic chemicals • New York
The undersigned, Cyclo Therapeutics, Inc., a company incorporated under the laws of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Cyclo Therapeutics, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Maxim Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT CYCLO THERAPEUTICS, INC.Cyclo Therapeutics, Inc. • January 3rd, 2023 • Biological products, (no disgnostic substances)
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 December 29, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cyclo Therapeutics, Inc., a Nevada 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 December 18, 2022.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 4th, 2019 • CTD Holdings Inc • Industrial organic chemicals • New York
This Securities Purchase Agreement (this "Agreement") is dated as of May 30, 2019, between CTD Holdings, Inc., a Florida corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers").
CYCLO THERAPEUTICS, INC. COMMON STOCK EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • August 16th, 2021 • Cyclo Therapeutics, Inc. • Industrial organic chemicals • New York
Cyclo Therapeutics, Inc., a Nevada corporation (the “Company”), confirms its agreement (this “Agreement”) with Oppenheimer & Co. Inc., as follows:
PLACEMENT AGENCY AGREEMENT May 30, 2019Placement Agency Agreement • June 4th, 2019 • CTD Holdings Inc • Industrial organic chemicals • New York
VOTING AGREEMENTVoting Agreement • September 21st, 2023 • Cyclo Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Voting Agreement (this “Voting Agreement”) is being delivered on September [•], 2023 by the person or persons named on the signature pages hereto (collectively, the “Holder”), as the holder of Company Shares (as defined below) of Applied Molecular Transport Inc., a Delaware corporation (the “Company”), to Cyclo Therapeutics, Inc., a Nevada corporation (“Parent”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 2nd, 2011 • CTD Holdings Inc • Industrial organic chemicals • Florida
THIS EMPLOYMENT AGREEMENT (the "Agreement") is effective as of January 1, 2008, (the "Effective Date") by and between CTD HOLDINGS, INC., a Florida corporation (the "Company"), and C.E. RICK STRATTAN (the "Employee").
REPRESENTATIVE COMMON STOCK PURCHASE WARRANTCyclo Therapeutics, Inc. • November 16th, 2020 • Industrial organic chemicals • New York
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 _____3 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cyclo Therapeutics, Inc., a Nevada 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 shall be issued pursuant to that certain Underwriting Agreement, dated as of ____, 2020, by and between the Company and Maxim Group LLC, as representative of the several Underwriters named in Schedule A thereto (the “Underwriting Agreement”
CYCLO THERAPEUTICS, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 4th, 2023 • Cyclo Therapeutics, Inc. • Biological products, (no disgnostic substances) • Florida
This Securities Purchase Agreement (this “Agreement”) is made and entered into as of May 2, 2023, by and among Cyclo Therapeutics, Inc., a Nevada corporation (the “Company”), and Rafael Holdings, Inc., a Delaware corporation (“Purchaser”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 2nd, 2022 • Cyclo Therapeutics, Inc. • Industrial organic chemicals • Florida
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), is made as of the 28th day of February, 2022 (the “Effective Date”), by and between Cyclo Therapeutics Inc., a Nevada corporation with its principal place of business at 6714 NW 16th Street, Suite B, Gainesville, FL 32653 (together with its subsidiaries, the “Company") and Michael Lisjak (the “Executive”) (collectively, the “Parties”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 22nd, 2024 • Cyclo Therapeutics, Inc. • Biological products, (no disgnostic substances) • Nevada
THIS AGREEMENT AND PLAN OF MERGER (as may be amended from time to time, this “Agreement”) is made and entered into as of August 21, 2024, by and among: Rafael Holdings, Inc., a Delaware corporation (“Parent”); Tandem Therapeutics, Inc., a Nevada corporation and a wholly-owned subsidiary of Parent (“First Merger Sub”); Tandem Therapeutics, LLC, a Nevada limited liability company and a wholly-owned subsidiary of Parent (“Second Merger Sub”, and together with First Merger Sub, “Merger Subs”); and Cyclo Therapeutics, Inc, a Nevada corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
FORM OF SUPPORT AGREEMENTForm of Support Agreement • August 22nd, 2024 • Cyclo Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated as of [ ], 2024, is made and entered into by and among Howard Jonas, and individual (“Holder”), Rafael Holdings, Inc., a Delaware corporation (“Rafael”) and Cyclo Therapeutics, Inc., a Nevada corporation (“Cyclo”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
THIRD AMENDED AND RESTATED NOTE PURCHASE AGREEMENTNote Purchase Agreement • September 9th, 2024 • Cyclo Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
THIS THIRD AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of September 9, 2024 (the “Amendment Effective Date”), is entered into by and among CYCLO THERAPEUTICS, INC., a Nevada corporation (the “Company”), and RAFAEL HOLDINGS, INC., a Delaware corporation (the “Investor”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • June 11th, 2024 • Cyclo Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
THIS NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of June 11, 2024 (the “Effective Date”), is entered into by and among CYCLO THERAPEUTICS, INC., a Nevada corporation (the “Company”), and RAFAEL HOLDINGS, INC., a Delaware corporation (the “Investor”).
FORM OF VOTING AGREEMENTForm of Voting Agreement • August 22nd, 2024 • Cyclo Therapeutics, Inc. • Biological products, (no disgnostic substances) • Nevada
THIS VOTING AGREEMENT, dated as of [ ], 2024 (this “Agreement”), is between Rafael Holdings, Inc., a Delaware corporation (“Rafael”), and the undersigned (the “Stockholder”).
GUARANTY (Continuing Debt – Unlimited)CTD Holdings Inc • March 28th, 2011 • Industrial organic chemicals • Florida
CYCLO THERAPEUTICS, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 20th, 2023 • Cyclo Therapeutics, Inc. • Biological products, (no disgnostic substances) • Florida
This Securities Purchase Agreement (this “Agreement”) is made and entered into as of October 20, 2023, by and among Cyclo Therapeutics, Inc., a Nevada corporation (the “Company”), and the investors identified on the signature pages hereto (each a “Purchaser”, and collectively, the “Purchasers”).
