SHARE EXCHANGE AGREEMENTShare Exchange Agreement • October 7th, 2024 • Virios Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This SHARE EXCHANGE AGREEMENT is made and entered into as of October 7, 2024, by and among VIRIOS THERAPEUTICS, INC., a Delaware corporation (“Purchaser”), and SEALBOND LIMITED, a British Virgin Islands corporation (“Seller”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
DOGWOOD THERAPEUTICS FAQ (10/7/24) What was announced?Virios Therapeutics, Inc. • October 7th, 2024 • Pharmaceutical preparations
● Virios Therapeutics, Inc. (“Virios”) and Sealbond Limited (“Sealbond”), an indirect parent of Wex Pharmaceuticals, Inc. (“Wex”), have entered into a definitive share exchange agreement pursuant to which the companies will combine in an all-stock transaction (the “Combination”).
October 7, 2024Virios Therapeutics, Inc. • October 7th, 2024 • Pharmaceutical preparations • Delaware
In connection with the Share Exchange Agreement relating to Pharmagesic (Holdings) Inc., a Canadian corporation, by and between Virios Therapeutics, Inc., a Delaware corporation (the “Company”), and Sealbond Limited, a British Virgin Islands corporation (the “Transaction”), the Company hereby enters into this Letter Agreement with CK Life Sciences Int’l., (Holdings) Inc. (the “Investor”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 7th, 2024 • Virios Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Registration Rights Agreement (this “Agreement”) is dated as of October 7, 2024, by and between Virios Therapeutics, Inc., a Delaware corporation (the “Company”), and Sealbond Limited, a British Virgin Islands corporation (“Sealbond”).
FORM OF LOAN AGREEMENT between VIRIOS THERAPEUTICS, INC., as Borrower and CONJOINT INC., as Lender Dated as of October 7, 2024Loan Agreement • October 7th, 2024 • Virios Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS LOAN AGREEMENT (as amended or supplemented from time to time, together with any exhibits, schedules or other attachments hereto, this “Agreement”) is entered into as of October 7, 2024 between Virios Therapeutics, Inc., a Delaware corporation (“Borrower”), and Conjoint Inc., a Delaware corporation (“Lender”).
