Opexa Therapeutics, Inc. Sample Contracts

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LICENSE AGREEMENT BY AND BETWEEN PHARMAFRONTIERS CORP.
License Agreement • February 9th, 2006 • PharmaFrontiers Corp. • Pharmaceutical preparations • Texas
UNDERWRITING AGREEMENT between OPEXA THERAPEUTICS, INC. and AEGIS CAPITAL CORP., as Representative of the Several Underwriters
Underwriting Agreement • December 18th, 2013 • Opexa Therapeutics, Inc. • Pharmaceutical preparations • New York

The undersigned, Opexa Therapeutics, Inc., a corporation formed under the laws of the State of Texas (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus (as hereinafter defined) as being subsidiaries or affiliates of Opexa Therapeutics, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (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:

BY AND AMONG
Stock Purchase Agreement • June 4th, 2004 • Sportan United Industries Inc • Sporting & athletic goods, nec • Texas
TERMS -----
Warrant Agreement • April 15th, 2005 • Pharmafrontiers Corp • Pharmaceutical preparations
RECITALS:
Registration Rights Agreement • July 19th, 2005 • Pharmafrontiers Corp • Pharmaceutical preparations
RECITALS:
Registration Rights Agreement • July 19th, 2005 • Pharmafrontiers Corp • Pharmaceutical preparations
PRE-FUNDED COMMON STOCK PURCHASE WARRANT ACER THERAPEUTICS INC.
Acer Therapeutics Inc. • March 22nd, 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 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 Acer Therapeutics 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).

RECITALS:
Securities Purchase Agreement • July 19th, 2005 • Pharmafrontiers Corp • Pharmaceutical preparations • New York
INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 19th, 2017 • Opexa Therapeutics, Inc. • Pharmaceutical preparations • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of April 21, 2016 between Acer Therapeutics Inc., a Delaware corporation (the “Company”), and Luc Marengere (“Indemnitee”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 22nd, 2023 • Acer Therapeutics Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 21, 2023, between Acer 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”).

RECITALS
Purchase Agreement • April 18th, 2006 • PharmaFrontiers Corp. • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 30th, 2020 • Acer Therapeutics Inc. • Pharmaceutical preparations • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 30, 2020, by and between ACER THERAPEUTICS INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 7th, 2013 • Opexa Therapeutics, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of February 7, 2013, between Opexa Therapeutics, Inc., a Texas corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

ACER THERAPEUTICS INC. Common Stock ($0.0001 par value per share) Sales Agreement
Acer Therapeutics Inc. • November 9th, 2018 • Pharmaceutical preparations • New York

Acer Therapeutics Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Roth Capital Partners, LLC (the “Agent”), as follows:

WARRANT
PharmaFrontiers Corp. • April 18th, 2006 • Pharmaceutical preparations • California
COMMON STOCK PURCHASE WARRANT OPEXA THERAPEUTICS, INC.
Opexa Therapeutics, Inc. • February 7th, 2013 • Pharmaceutical preparations

THISCOMMON 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 February __, 2013(the “Initial Exercise Date”) and on or prior to the close of business on the four (4)year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Opexa Therapeutics, Inc., a Texas 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).

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PURCHASE AGREEMENT
Purchase Agreement • April 30th, 2020 • Acer Therapeutics Inc. • Pharmaceutical preparations • Delaware

THIS PURCHASE AGREEMENT (the “Agreement”), dated as of April 30, 2020, by and between ACER THERAPEUTICS INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”). Capitalized terms used herein and not otherwise defined herein are defined in Section 1 hereof.

AND
Agreement and Plan of Reorganization • October 8th, 2004 • Pharmafrontiers Corp • Pharmaceutical preparations • Texas
CONFIDENTIAL Neil K. Warma President & CEO Opexa Therapeutics, Inc.
Opexa Therapeutics, Inc. • December 10th, 2009 • Pharmaceutical preparations • New York
PLACEMENT AGENCY AGREEMENT February 7, 2013
Placement Agency Agreement • February 7th, 2013 • Opexa Therapeutics, Inc. • Pharmaceutical preparations • New York
ARTICLE 1 TERMS OF EMPLOYMENT
Employment Agreement • February 7th, 2001 • Sportan United Industries Inc • Sporting & athletic goods, nec
FORM OF OPEXA THERAPEUTICS, INC. DEALER-MANAGER AGREEMENT
Dealer-Manager Agreement • February 24th, 2015 • Opexa Therapeutics, Inc. • Pharmaceutical preparations • New York
RECITALS
License Agreement • November 1st, 2006 • Opexa Therapeutics, Inc. • Pharmaceutical preparations
COMMON STOCK PURCHASE WARRANT ACER THERAPEUTICS INC.
Acer Therapeutics Inc. • March 22nd, 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 the date set forth above (the “Initial Exercise Date”) and until [_______________]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Acer Therapeutics 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).

OPEXA THERAPEUTICS, INC. DOCS® ATM financing facility Shares of Common Stock, $0.01 par value SALES AGREEMENT September 6, 2012
Sales Agreement • September 7th, 2012 • Opexa Therapeutics, Inc. • Pharmaceutical preparations • New York

THIS SALES AGREEMENT (the “Agreement”) dated as of September 6, 2012 between Brinson Patrick Securities Corporation, having its principal office at 1515 Broadway, 11th Floor, New York, New York 10036 (the “Sales Manager”) and Opexa Therapeutics, Inc., a corporation organized and existing under the laws of the State of Texas (the “Company”).

THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 15th, 2023 • Acer Therapeutics Inc. • Pharmaceutical preparations

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of May 12, 2023, is entered into by and among ACER THERAPEUTICS INC., a Delaware corporation (“Borrower”), each of the undersigned financial institutions (individually each a “Lender” and collectively “Lenders”) and SWK FUNDING LLC, a Delaware limited liability company, in its capacity as administrative agent for the other Lenders (in such capacity, “Agent”).

OPEXA THERAPEUTICS, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [ ], 2015
Warrant Agreement • January 28th, 2015 • Opexa Therapeutics, Inc. • Pharmaceutical preparations • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2015 is by and between Opexa Therapeutics, Inc., a Texas corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent,” and subject to the appointment of a successor Warrant Agent pursuant to Section 8.3).

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