SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 22nd, 2021 • Synaptogenix, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 21, 2021, between Synaptogenix, 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 AGREEMENTRegistration Rights Agreement • January 22nd, 2021 • Synaptogenix, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 21, 2021, between Synaptogenix, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
FORM OF SERIES E COMMON STOCK PURCHASE WARRANT SYNAPTOGENIX, INC.Synaptogenix, Inc. • January 22nd, 2021 • Pharmaceutical preparations
THIS SERIES E 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 effective date of the Registration Statement (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the twelve-month anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Synaptogenix, 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).
KATALYST SECURITIES LLC NEW YORK, NY 10017 TEL: 212-400-6993 FAX: 212-247-1059 Member: FINRA & SIPCSynaptogenix, Inc. • January 22nd, 2021 • Pharmaceutical preparations • New York
This letter (the “Agreement”) constitutes our understanding with respect to the engagement of Katalyst Securities LLC (“Katalyst”), registered broker dealer and member of the Financial Industry Regulatory Authority (“FINRA”) and SIPC, by Synaptogenix, Inc., a publicly traded corporation duly organized under the laws of the State of Delaware (the “Company”), to act as a non-exclusive placement agent (the “Placement Agent”) in connection with the private placement of securities of the Company (the “Securities”) (the “Offering”). The Offering will raise up to a total of $14,000,000 (the “Offering Amount”) from the sale of (i) an aggregate of 9,335,533 shares of the Company’s common stock (the “Common Stock”), par value $0.0001 per share (each a “Share”), (ii) Series E warrants to purchase up to an aggregate of 9,335,533 shares of Common Stock, with a term of one (1) year from the effectiveness of the registration statement and an exercise price equal to $2.1275, and (iii) Series F warrant
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • January 22nd, 2021 • Synaptogenix, Inc. • Pharmaceutical preparations • New York
This Placement Agency Agreement (“Agreement”) sets forth the terms upon which GP Nurmenkari Inc. (“GPN”), a registered broker-dealer and member of the Financial Industry Regulatory Authority (“FINRA”) (hereinafter referred to as the “Placement Agent”), shall be engaged by Synaptogenix, Inc. (the “Company”) to act as a Placement Agent in connection with the private placement (the “Offering”) of the securities of the Company referred to below.
