0001104659-24-033494 Sample Contracts

Aprea Therapeutics, Inc. TRANCHE B WARRANT TO PURCHASE COMMON STOCK OR EXCHANGE WARRANTS
Aprea Therapeutics, Inc. • March 12th, 2024 • Pharmaceutical preparations

THIS TRANCHE B WARRANT to Purchase Common Stock or Exchange Warrants (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 Issue Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the Termination Date, but not thereafter, to subscribe for and purchase from Aprea Therapeutics, Inc., a Delaware corporation (the “Company”), up to either (x) ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) or (y) warrants to purchase __________ shares of Common Stock for an exercise price of $0.001 (the “Exchange Warrants”), with such choice between Warrant Shares and Exchange Warrants determined by the Beneficial Ownership Limitation (as defined below). The purchase price of one Warrant S

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 12th, 2024 • Aprea Therapeutics, Inc. • Pharmaceutical preparations • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of March 11, 2024, between Aprea 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”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 12th, 2024 • Aprea Therapeutics, Inc. • Pharmaceutical preparations • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of March [ ], 2024, by and among Aprea Therapeutics, Inc., a Delaware corporation (the “Company”), and the parties signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • March 12th, 2024 • Aprea Therapeutics, Inc. • Pharmaceutical preparations • New York

This agreement (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) Aprea Therapeutics, Inc., Inc., a Delaware corporation (the “Company”), that Maxim shall serve as the exclusive placement agent for the Company, on a “commercially reasonable efforts” basis, in connection with the proposed placement (the “Placement”) of unregistered (i) shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), (ii) pre-funded Common Stock purchase warrants to purchase shares of Common Stock (the “Pre-Funded Warrants), and (iii) Common Stock purchase warrants to purchase shares of Common Stock (the “Common Warrants”). The Shares, the Prefunded Warrants, and the Common Warrants are hereinafter referred to as the “Securities.” The terms of the Placement shall be mutually agreed upon by the Company, Maxim and the purchasers of the Securities (each, a “Purchaser” and collectively, the “Purchasers”) and nothing here

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