9,375,000 Shares Liquidia Technologies, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • July 2nd, 2020 • Liquidia Technologies Inc • Surgical & medical instruments & apparatus • New York
Introductory. Liquidia Technologies, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 9,375,000 shares of its common stock, par value $0.001 per share (the “Shares”). The 9,375,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 1,406,250 Shares as provided in Section 2. The additional 1,406,250 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwr
LIQUIDIA TECHNOLOGIES, INC., ISSUER AND [TRUSTEE], TRUSTEE INDENTURE DATED AS OF , 20 SUBORDINATED DEBT SECURITIESLiquidia Technologies Inc • August 23rd, 2019 • Surgical & medical instruments & apparatus • New York
INDENTURE, dated as of [·], 20[·], among Liquidia Technologies, Inc., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
OPEN MARKET SALE AGREEMENTSMOpen Market Sale • August 23rd, 2019 • Liquidia Technologies Inc • Surgical & medical instruments & apparatus • New York
Liquidia Technologies, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s common stock, par value $0.001 per share (the “Common Shares”), having an aggregate offering price of up to $40,000,000 on the terms set forth in this agreement (this “Agreement”).
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 31st, 2018 • Liquidia Technologies Inc • Surgical & medical instruments & apparatus • North Carolina
This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of October 26, 2018 by and between PACIFIC WESTERN BANK, a California state-chartered bank (“Bank”) and LIQUIDIA TECHNOLOGIES, INC. (“Borrower”).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 30th, 2018 • Liquidia Technologies Inc • Surgical & medical instruments & apparatus • North Carolina
This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective July 25, 2018 (the “Effective Date”), by and between Tim Albury (“Executive”) and Liquidia Technologies, Inc., a Delaware corporation (the “Company”). Each of the Company and Executive is a “Party” and, collectively, they are the “Parties.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 28th, 2018 • Liquidia Technologies Inc • Surgical & medical instruments & apparatus • Delaware
This Indemnification Agreement (this “Agreement”) is made as of [ ] [ ], 2018, by and between Liquidia Technologies, Inc., a Delaware corporation (the “Corporation”), and [ ] (“Indemnitee”). Capitalized terms used, but not otherwise defined herein, shall have the meanings set forth in Section 1.
ContractLiquidia Technologies Inc • June 28th, 2018 • Surgical & medical instruments & apparatus • Delaware
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 AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
AMENDMENT 1 TO THE INHALED COLLABORATION AND OPTION AGREEMENTConfidential Treatment • June 28th, 2018 • Liquidia Technologies Inc • Surgical & medical instruments & apparatus
This Amendment no. 1 to the Agreement (“Amendment”) is made effective as of the 13th day of May 2015 (“Amendment Effective Date”) by and between:
INHALED COLLABORATION AND OPTION AGREEMENTInhaled Collaboration and Option Agreement • July 13th, 2018 • Liquidia Technologies Inc • Surgical & medical instruments & apparatus • Delaware
ContractConfidential Treatment • June 28th, 2018 • Liquidia Technologies Inc • Surgical & medical instruments & apparatus
Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
MANUFACTURING DEVELOPMENT AND SCALE-UP AGREEMENTConfidential Treatment • June 28th, 2018 • Liquidia Technologies Inc • Surgical & medical instruments & apparatus • Delaware
This Manufacturing Development and Scale-up Agreement (the “Agreement”) is made as of March 19, 2012 (the “Effective Date”), between Liquidia Technologies, Inc., a Delaware corporation (“Liquidia”) having its principal place of business at Suite 100, 419 Davis Drive, Morrisville, NC 27560 and Chasm Technologies, Inc., a Massachusetts corporation (“Chasm”) with principal offices located at 85 Wagon Rd, Westwood, MA 02090.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 26th, 2019 • Liquidia Technologies Inc • Surgical & medical instruments & apparatus • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of December 23, 2019, by and among Liquidia Technologies, Inc., a Delaware corporation (the “Company”), and the purchasers identified on Schedule A hereto (each, a “Purchaser” and collectively, the “Purchasers”) and such other Persons, if any, from time to time, that become a party hereto as holders of Registrable Securities (as defined below).
AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • June 28th, 2018 • Liquidia Technologies Inc • Surgical & medical instruments & apparatus • North Carolina
This LICENSE AGREEMENT is entered into as of December 15, 2008 and is hereby made effective as of December 15, 2008 (the “EFFECTIVE DATE”) by and between The University of North Carolina at Chapel Hill having an address at Campus Box 4105, 308 Bynum Hall, Chapel Hill, North Carolina, 27599-4105 (hereinafter referred to as “UNIVERSITY”) and Liquidia Technologies, Inc., a corporation organized and existing under the laws of the State of Delaware having its principal office/place of business at 419 Davis Drive, Suite 100, Durham, NC 27713 (hereinafter referred to as “LICENSEE”).
LEASE AGREEMENTLease Agreement • June 28th, 2018 • Liquidia Technologies Inc • Surgical & medical instruments & apparatus • North Carolina
The Plans and Specifications for the Additional Tenant Improvements shall be mutually approved by the parties (which approval shall not be unreasonably withheld, delayed, or conditioned). A copy of the approved Plans and Specifications for the Additional Tenant Improvements shall be initialed by each party and attached to this Lease subsequent to its execution by the parties. If, despite reasonable efforts, the parties are unable to agree on the Plans and Specifications within thirty (30) days after the Execution Date, either party may terminate this Lease by giving Landlord written notice of termination to the other.
ContractLicense Agreement • June 28th, 2018 • Liquidia Technologies Inc • Surgical & medical instruments & apparatus
Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
EXECUTIVE EMPLOYMENT AGREEMENTSeverance Agreement and General Release • June 28th, 2018 • Liquidia Technologies Inc • Surgical & medical instruments & apparatus • North Carolina
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on January 22, 2018, by and between Kevin Gordon (the “Executive”) and Liquidia Technologies, Inc., a Delaware corporation (the “Company”). Each of the Company and Executive is a “Party” and, collectively, they are the “Parties.”
MANUFACTURING DEVELOPMENT AND SCALE-UP AGREEMENTLease Agreement • February 26th, 2019 • Liquidia Technologies Inc • Surgical & medical instruments & apparatus • Delaware
This Manufacturing Development and Scale-up Agreement (the “Agreement”) is made as of March 19, 2012 (the “Effective Date”), between Liquidia Technologies, Inc., a Delaware corporation (“Liquidia”) having its principal place of business at Suite 100, 419 Davis Drive, Morrisville, NC 27560 and Chasm Technologies, Inc., a Massachusetts corporation (“Chasm”) with principal offices located at 85 Wagon Rd, Westwood, MA 02090.
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 28th, 2018 • Liquidia Technologies Inc • Surgical & medical instruments & apparatus
This Second Amendment to Loan and Security Agreement (the “Amendment”) is made and entered into as of October 12, 2016 by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”), and LIQUIDIA TECHNOLOGIES, INC. (“Borrower”).
SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 28th, 2018 • Liquidia Technologies Inc • Surgical & medical instruments & apparatus
This Seventh Amendment to Loan and Security Agreement (the “Amendment”) is made and entered into as of October 27, 2017 by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”) and LIQUIDIA TECHNOLOGIES, INC. (“Borrower”).
6th AMENDMENT TO AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • June 28th, 2018 • Liquidia Technologies Inc • Surgical & medical instruments & apparatus
6th AMENDMENT TO AMENDED AND RESTATED LICENSE AGREEMENT, (“6th Amendment”) effective as of June 10, 2016 (“Effective Date”), by and between The University of North Carolina at Chapel Hill, having an address at 100 Europa Drive, Suite 430, Chapel Hill, North Carolina 27517, (“University”), and Liquidia Technologies, Inc., a corporation existing under the laws of Delaware, and having an address at 419 Davis Drive, Suite 100, Morrisville, NC 27560 (“Licensee”).
NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 28th, 2018 • Liquidia Technologies Inc • Surgical & medical instruments & apparatus
This Ninth Amendment to Loan and Security Agreement (the “Amendment”) is made and entered into as of March 29, 2018 by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”), and LIQUIDIA TECHNOLOGIES, INC. (“Borrower”).
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 28th, 2018 • Liquidia Technologies Inc • Surgical & medical instruments & apparatus
This Fourth Amendment to Loan and Security Agreement (the “Amendment”) is made and entered into as of March 30, 2017 by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”), and LIQUIDIA TECHNOLOGIES, INC. (“Borrower”).
EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 28th, 2018 • Liquidia Technologies Inc • Surgical & medical instruments & apparatus
This Eighth Amendment to Loan and Security Agreement (the “Amendment”) is made and entered into as of November 30, 2017 by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”), and LIQUIDIA TECHNOLOGIES, INC. (“Borrower”).
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 28th, 2018 • Liquidia Technologies Inc • Surgical & medical instruments & apparatus
This Fifth Amendment to Loan and Security Agreement (the “Amendment”) is made and entered into as of April 28, 2017 by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”), and LIQUIDIA TECHNOLOGIES, INC. (“Borrower”).
LIQUIDIA TECHNOLOGIES, INC. SEVENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT February 2, 2018Investors’ Rights Agreement • June 28th, 2018 • Liquidia Technologies Inc • Surgical & medical instruments & apparatus • Delaware
This SEVENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of February 2, 2018 (the “Effective Date”), by and among Liquidia Technology, Inc., a Delaware corporation (the “Company”), the investors listed on Schedule A hereto (each of which is herein referred to as an “Investor”), and the holders of the Company’s Class A Voting Common Stock, $0.001 par value per share (the “Class A Common Stock”) and/or the Company’s Class B Nonvoting Common Stock, $0.001 par value per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”) listed on Schedule B hereto (each of which is herein referred to as a “Common Holder”).
LIQUIDIA TECHNOLOGIES, INC. WARRANT TO PURCHASE SHARESLiquidia Technologies Inc • June 28th, 2018 • Surgical & medical instruments & apparatus • Delaware
This Warrant is issued to or its registered assigns by Liquidia Technologies, Inc., a Delaware corporation (the “Company”), pursuant to that certain Note and Warrant Purchase Agreement, dated as of January 9, 2017, as amended (the “Purchase Agreement”), which also provides for the Company’s issuance of a Convertible Promissory Note (the “Note”) to the holder (“Holder”) of this Warrant.
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 28th, 2018 • Liquidia Technologies Inc • Surgical & medical instruments & apparatus
This Third Amendment to Loan and Security Agreement (the “Amendment”) is made and entered into as of December 28, 2016 by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”), and LIQUIDIA TECHNOLOGIES, INC. (“Borrower”).
LIQUIDIA TECHNOLOGIES, INC. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 28th, 2018 • Liquidia Technologies Inc • Surgical & medical instruments & apparatus • North Carolina
This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of January 6, 2016, by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”) and LIQUIDIA TECHNOLOGIES, INC., a Delaware corporation (“Borrower”).
SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 28th, 2018 • Liquidia Technologies Inc • Surgical & medical instruments & apparatus
This Sixth Amendment to Loan and Security Agreement (the “Amendment”) is made and entered into as of June 14, 2017 by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”), and LIQUIDIA TECHNOLOGIES, INC. (“Borrower”).
June 28, 2018 Trude Amick Director, Technology Department Office of Commercialization & Economic Development The University of North Carolina at Chapel HillLiquidia Technologies Inc • June 28th, 2018 • Surgical & medical instruments & apparatus • North Carolina
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 5th, 2018 • Liquidia Technologies Inc • Biological products, (no disgnostic substances) • North Carolina
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on January 22, 2018, by and between Kevin Gordon (the “Executive”) and Liquidia Technologies, Inc., a Delaware corporation (the “Company”). Each of the Company and Executive is a “Party” and, collectively, they are the “Parties.”
ContractLiquidia Technologies Inc • May 10th, 2018 • Surgical & medical instruments & apparatus • Delaware
Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
INHALED COLLABORATION AND OPTION AGREEMENTInhaled Collaboration and Option Agreement • April 4th, 2018 • Liquidia Technologies Inc • Surgical & medical instruments & apparatus • Delaware
Contract2016 Letter Agreement • February 5th, 2018 • Liquidia Technologies Inc • Biological products, (no disgnostic substances) • North Carolina
FOR VALUE RECEIVED, the undersigned, (the “Maker”), hereby promises to pay to the order of The University of North Carolina at Chapel Hill, (“Payee”), the principal sum of $2,165,179.81 pursuant to the terms and conditions set forth herein.
ContractConfidential Treatment • April 4th, 2018 • Liquidia Technologies Inc • Surgical & medical instruments & apparatus • Delaware
Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
