Apricus Biosciences, Inc. Sample Contracts

RECITALS
Purchase Agreement • August 14th, 2002 • Nexmed Inc • Pharmaceutical preparations • New York
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B WARRANT
Nexmed Inc • December 23rd, 2004 • Pharmaceutical preparations • New York
COMMON STOCK PURCHASE WARRANT SEELOS THERAPEUTICS, INC.
Seelos Therapeutics, Inc. • May 19th, 2023 • Pharmaceutical preparations

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 November 19, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on November 20, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Seelos 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).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 21st, 2018 • Apricus Biosciences, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of September 20, 2018, between Apricus Biosciences, 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 AGREEMENT
Registration Rights Agreement • September 11th, 2017 • Apricus Biosciences, Inc. • Pharmaceutical preparations

This Registration Rights Agreement (this “Agreement”) is made and entered into as of September __, 2017, between Apricus Biosciences, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

UNDERWRITING AGREEMENT between SEELOS THERAPEUTICS, INC. and TITAN PARTNERS GROUP LLC, A DIVISION OF AMERICAN CAPITAL PARTNERS, LLC as Representative of the Several Underwriters SEELOS THERAPEUTICS, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • November 30th, 2023 • Seelos Therapeutics, Inc. • Pharmaceutical preparations • New York

The undersigned, Seelos Therapeutics, Inc., a corporation formed under the laws of the State of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Seelos Therapeutics, Inc. the “Company”), hereby confirms its agreement (this “Agreement”) with Titan Partners Group, LLC, a division of American Capital Partners, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

A WARRANT
Nexmed Inc • December 23rd, 2004 • Pharmaceutical preparations • New York
RECITALS
Stock Purchase Agreement • March 16th, 2000 • Nexmed Inc • Pharmaceutical preparations • Hong Kong
COMMON STOCK PURCHASE WARRANT SEELOS THERAPEUTICS, INC.
Seelos Therapeutics, Inc. • January 30th, 2024 • Pharmaceutical preparations • 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 January 30, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Seelos 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).

FORM OF COMMON STOCK PURCHASE WARRANT
Apricus Biosciences, Inc. • September 21st, 2018 • Pharmaceutical preparations • 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 Initial Exercise Date and on or prior to the close of business on the 5 year anniversary of the Initial Exercise Date, or if the final day of such period falls on a date that is not a Trading Day, the next succeeding Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from Apricus Biosciences, 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).

COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • March 29th, 2018 • Apricus Biosciences, Inc. • Pharmaceutical preparations • 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 Initial Exercise Date and on or prior to 5:00 p.m. (New York City time) on the five year anniversary of the Initial Exercise date, provided, however, if such date is not a Trading Day, the immediately following Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from Apricus Biosciences, Inc., a Nevada corporation (the “Company”), up to _______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (the “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).

SEELOS THERAPEUTICS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of , 20 Debt Securities
Indenture • December 15th, 2020 • Seelos Therapeutics, Inc. • Pharmaceutical preparations • New York

INDENTURE, dated as of , 20 , by and between SEELOS THERAPEUTICS, INC., a Nevada corporation (the "Company"), and [TRUSTEE], as trustee (the "Trustee"):

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 30th, 2024 • Seelos Therapeutics, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of January 26, 2024, between Seelos 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”).

WARRANT to Purchase Common Stock of NEXMED, INC. Expiring July 27, 2003
Nexmed Inc • July 19th, 2002 • Pharmaceutical preparations • New York
OF NEXMED, INC.
Nexmed Inc • July 19th, 2002 • Pharmaceutical preparations • New York
RECITALS
Purchase Agreement • January 13th, 2004 • Nexmed Inc • Pharmaceutical preparations • New York
PRE-FUNDED COMMON STOCK PURCHASE WARRANT SEELOS THERAPEUTICS, INC.
Seelos Therapeutics, Inc. • March 14th, 2023 • Pharmaceutical preparations

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 Seelos 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).

NEXMED, INC. and
Rights Agreement • April 10th, 2000 • Nexmed Inc • Pharmaceutical preparations • Nevada
15,243,903 Shares SEELOS THERAPEUTICS, Inc. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • January 26th, 2021 • Seelos Therapeutics, Inc. • Pharmaceutical preparations • New York
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Table of Contents
Nexmed Inc • February 23rd, 1998 • Pharmaceutical preparations
LEASE Between TRAFALGAR HOUSE REAL ESTATE, a division of TRAFALGAR HOUSE PROPERTY, INC. Landlord, and
Agreement • May 15th, 1998 • Nexmed Inc • Pharmaceutical preparations • New Jersey
OPEN MARKET SALE AGREEMENTSM
Seelos Therapeutics, Inc. • May 12th, 2022 • Pharmaceutical preparations • New York
Contract
Apricus Biosciences, Inc. • October 20th, 2014 • Pharmaceutical preparations • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

AND
Nexmed Inc • January 13th, 2004 • Pharmaceutical preparations • New Jersey
COMMON STOCK PURCHASE WARRANT APRICUS BIOSCIENCES, INC.
Apricus Biosciences, Inc. • September 26th, 2016 • Pharmaceutical preparations

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 March , 2017 (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Apricus Biosciences, 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).

INDEMNITY AGREEMENT
Indemnity Agreement • August 31st, 2018 • Apricus Biosciences, Inc. • Pharmaceutical preparations • Delaware

This Indemnity Agreement (this “Agreement”) dated as of July 8, 2016, is made by and between Seelos Therapeutics, Inc., a Delaware corporation (the “Company”), and Raj Mehra (“Indemnitee”).

COMMON STOCK PURCHASE WARRANT SEELOS THERAPEUTICS, INC.
Seelos Therapeutics, Inc. • March 14th, 2023 • Pharmaceutical preparations

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 September 14, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 14, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Seelos 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).

COMMON STOCK AND WARRANT PURCHASE AGREEMENT
Common Stock and Warrant Purchase Agreement • June 25th, 2004 • Nexmed Inc • Pharmaceutical preparations • New York
LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • October 20th, 2014 • Apricus Biosciences, Inc. • Pharmaceutical preparations

THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of October 17, 2014 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), and APRICUS BIOSCIENCES, INC., a Nevada corporation, NEXMED (U.S.A.), INC., a Delaware corporation, NEXMED HOLDINGS, INC., a Delaware corporation and APRICUS PHARMACEUTICALS USA, INC., a Delaware corporation, each with offices located at 11975 El Camino Real, Suite 300, San Diego,

COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • July 6th, 2016 • Apricus Biosciences, Inc. • Pharmaceutical preparations • Nevada

COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of July 5, 2016 by and between APRICUS BIOSCIENCES, INC., a Nevada corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.

March 27, 2018
Letter Agreement • March 29th, 2018 • Apricus Biosciences, Inc. • Pharmaceutical preparations • New York

This letter agreement (this “Agreement”) constitutes the agreement between Apricus Biosciences, Inc. (the “Company”) and H.C. Wainwright & Co., LLC (“Wainwright”), that Wainwright shall serve as the exclusive agent, advisor or underwriter in any offering (each, an “Offering”) of securities of the Company (the “Securities”) during the Term (as defined below) of this Agreement. The terms of each Offering and the Securities issued in connection therewith shall be mutually agreed upon by the Company and Wainwright and nothing herein implies that Wainwright would have the power or authority to bind the Company and nothing herein implies that the Company shall have an obligation to issue any Securities. It is understood that Wainwright’s assistance in an Offering will be subject to the satisfactory completion of such investigation and inquiry into the affairs of the Company as Wainwright deems appropriate under the circumstances and to the receipt of all internal approvals of Wainwright in c

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