SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 17th, 2021 • Nexgel, Inc. • Surgical & medical instruments & apparatus • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 11, 2021, by and between NEXGEL, INC., a Delaware corporation, with headquarters located at 2150 Cabot Blvd West, Suite B, Langhorne, PA 19047 (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company, with its address at 545 Boylston Street, 2nd Floor, Boston, MA 02116 (the “Buyer”).
COMMON STOCK PURCHASE WARRANT NexGel, incNexgel, Inc. • February 21st, 2024 • Surgical & medical instruments & apparatus • 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 the close of business at 5:00 p.m. (New York City time) on five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from NexGel, 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).
REPRESENTATIVE’S PURCHASE WARRANT NEXGEL, INC.Nexgel, Inc. • December 10th, 2021 • Surgical & medical instruments & apparatus • New York
This REPRESENTATIVE’S 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 referred to above as the Initial Exercise Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ____, 20263 (the “Termination Date”) but not thereafter, to subscribe for and purchase from NexGel, 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).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 17th, 2021 • Nexgel, Inc. • Surgical & medical instruments & apparatus • Delaware
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of March 11, 2021, by and between NEXGEL, INC., a Delaware corporation (the "Company"), and AUCTUS FUND, LLC, a Delaware limited liability company (together with it permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the securities 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").
COMMON STOCK PURCHASE WARRANT NEXGEL, INC.Common Stock Purchase Warrant • September 8th, 2021 • Nexgel, Inc. • Surgical & medical instruments & apparatus • New York
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the subordinated secured promissory note in the principal amount of $[_________] to the Holder (as defined below) of even date) (the “Note”), [_____________] (including any permitted and registered 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 of issuance hereof, to purchase from NEXGEL, INC., a Delaware corporation (the “Company”), [___________] shares of Common Stock (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect during the Exercise Period (defined below). This Warrant is issued by the Company as of the date hereof in connection with that certain Securities Purchase Agreement dated September 2, 2021, by and among
NEXGEL, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent Warrant Agency Agreement Dated as of December 27, 2021 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • December 27th, 2021 • Nexgel, Inc. • Surgical & medical instruments & apparatus • New York
WARRANT AGENCY AGREEMENT, dated as of December 27, 2021 (“Agreement”), between NexGel, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Warrant Agent”).
UNDERWRITING AGREEMENTUnderwriting Agreement • December 27th, 2021 • Nexgel, Inc. • Surgical & medical instruments & apparatus • New York
The undersigned, NexGel, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of NexGel, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Maxim Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
UNDERWRITING AGREEMENTNexgel, Inc. • December 10th, 2021 • Surgical & medical instruments & apparatus • New York
The undersigned, NexGel, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of NexGel, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Maxim Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
NONQUALIFIED STOCK OPTION AGREEMENT AQUAMED TECHNOLOGIES, INC.Nonqualified Stock Option Agreement • September 4th, 2019 • AquaMed Technologies, Inc. • Surgical & medical instruments & apparatus
INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • March 12th, 2019 • AquaMed Technologies, Inc. • Surgical & medical instruments & apparatus
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • September 4th, 2019 • AquaMed Technologies, Inc. • Surgical & medical instruments & apparatus
NexGel, Inc. Up to $2,700,000 Shares of Common Stock Equity Distribution AgreementDistribution Agreement • April 13th, 2022 • Nexgel, Inc. • Surgical & medical instruments & apparatus • New York
NexGel, Inc., a Delaware corporation (the "Company"), proposes to issue and sell through Maxim Group LLC (the "Agent"), as exclusive sales agent, shares of common stock, par value $0.001 per share ("Common Stock"), of the Company (the "Shares") having an aggregate offering price of up to $2,700,000 on terms set forth herein. The Shares consist entirely of authorized but unissued shares of Common Stock to be issued and sold by the Company.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 12th, 2021 • Nexgel, Inc. • Surgical & medical instruments & apparatus • New York
This STOCK PURCHASE AGREEMENT (the “Agreement”) is dated as of [_________] [__], 2021, by and among NEXGEL, Inc., a Delaware corporation (the “Company”), and each of the purchasers identified on the signature pages hereto and such purchasers’ respective successors and assigns (individually, a “Purchaser” and collectively, the “Purchasers”).
ASSET CONTRIBUTION AND SEPARATION AGREEMENT by and between ALLIQUA BIOMEDICAL, INC. and ACQUAMED TECHNOLOGIES, INC. Dated as of May 3, 2019 ASSET CONTRIBUTION AND SEPARATION AGREEMENTAsset Contribution and Separation Agreement • June 14th, 2019 • AquaMed Technologies, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS ASSET CONTRIBUTION AND SEPARATION AGREEMENT (this “Agreement”) is entered into as of May 3, 2019, by and among: Alliqua BioMedical, Inc., a Delaware corporation (“Alliqua”), and AquaMed Technologies, Inc., a Delaware corporation (“AquaMed”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 5th, 2023 • Nexgel, Inc. • Surgical & medical instruments & apparatus • Delaware
This Asset Purchase Agreement (this “Agreement”) entered into on as of November 30, 2023, by and between NexGel, Inc., a Delaware corporation (the “Buyer”), and Olympus Trading Company, LLC, a Virginia limited liability company (the “Seller”). The Buyer and the Seller are referred to collectively herein as the “Parties” and individually as a “Party”.
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 9th, 2019 • AquaMed Technologies, Inc. • Delaware
This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made as of January 8, 2019, by and among AquaMed Technologies, Inc., a Delaware corporation (“Parent”), AQ TOP, LLC, a Delaware limited liability company (“Merger Sub”), and TO Pharmaceuticals LLC, a Delaware limited liability company (“Company”). Parent, Merger Sub and Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined herein shall have the meanings assigned to them in the Original Agreement (defined below).
VOID AFTER 5:00 P.M. ON NOVEMBER 1, 2023 TO PHARMACEUTICALS LLC WARRANT TO PURCHASE UNITSOperating Agreement • March 12th, 2019 • AquaMed Technologies, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS IS TO CERTIFY THAT, for value received, Bernard Sucher, an individual residing at 715 Sevilla Avenue, Coral Gables, Florida 33134-5627 (the “Warrantholder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from TO Pharmaceuticals LLC, a Delaware limited liability (the “Company”), up to 5,594 Class A Units (the “Warrant Units”) of the Company (“Units”), at an exercise price equal to $45.32 per Unit (the “Exercise Price”) at the times and in the manner set forth below.
LICENSE AGREEMENTLicense Agreement • January 9th, 2019 • AquaMed Technologies, Inc. • New York
This License Agreement (this “Agreement”), dated as of April 13, 2017 (the “Effective Date”), is by and between Tikun Olam Ltd., an Israeli corporation, registration number 514263771 (“Licensor”) and TO Pharmaceuticals USA LLC, a Delaware limited liability company (“Licensee”). Licensor and Licensee shall each be individually referred to as a “Party” and collectively as the “Parties”.
LICENSE AGREEMENTLicense Agreement • March 12th, 2019 • AquaMed Technologies, Inc. • Surgical & medical instruments & apparatus • New York
This License Agreement (this “Agreement”), dated as of April 13, 2017 (the “Effective Date”), is by and between Tikun Olam Ltd., an Israeli corporation, registration number 514263771 (“Licensor”) and TO Pharmaceuticals USA LLC, a Delaware limited liability company (“Licensee”). Licensor and Licensee shall each be individually referred to as a “Party” and collectively as the “Parties”.
VOID AFTER 5:00 P.M. ON NOVEMBER 1, 2023 TO PHARMACEUTICALS LLC WARRANT TO PURCHASE UNITSAquaMed Technologies, Inc. • January 9th, 2019 • New York
THIS IS TO CERTIFY THAT, for value received, Bernard Sucher, an individual residing at 715 Sevilla Avenue, Coral Gables, Florida 33134-5627 (the “Warrantholder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from TO Pharmaceuticals LLC, a Delaware limited liability (the “Company”), up to 5,593 Class A Units (the “Warrant Units”) of the Company (“Units”), at an exercise price equal to $15.11 per Unit (the “Exercise Price”) at the times and in the manner set forth below.
TAX MATTERS AGREEMENT by and among ALLIQUA BIOMEDICAL, INC. and AQUAMED TECHNOLOGIES, INC. Dated as of May 3, 2019 TAX MATTERS AGREEMENTTax Matters Agreement • June 14th, 2019 • AquaMed Technologies, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS TAX MATTERS AGREEMENT (this “Agreement”), is made and entered into as of May 3, 2019, by and among Alliqua Biomedical, Inc., a Delaware corporation (“Alliqua”) and Aquamed Technologies, Inc., a Delaware corporation (“Aquamed”). Each of Alliqua and Aquamed is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
CONSULTING AGREEMENTConsulting Agreement • January 9th, 2019 • AquaMed Technologies, Inc. • New York
THIS AGREEMENT is made effective as of November 1, 2018, by and among TO Pharmaceuticals LLC, a Delaware limited liability company (the “Company” ), having a place of business at 77 Water Street, 8th Floor, Suite 821, New York, New York 10005, and Broom Street Associates, LLC, having a place of business at 902 N. Broom Street, Wilmington, DE 19806 (the “Consultant”).
THIRD AMENDMENT TO LEASELease • January 9th, 2019 • AquaMed Technologies, Inc.
THIS THIRD AMENDMENT TO LEASE (“Third Amendment”) is made as of the 27th day of February, 2009 by and between HYDROGEL DESIGN SYSTEMS, INC., a Delaware corporation (“Tenant”) and EXETER 2150 CABOT, L.P., a Pennsylvania limited partnership (“Landlord”).
Re: Amendment to the License AgreementLicense Agreement • January 9th, 2019 • AquaMed Technologies, Inc.
Reference is made in this letter agreement (the "Letter") to the License Agreement, dated as of April 13, 2017 (the "License Agreement"), by and between Tikun Olam Ltd., an Israeli corporation ("Licensor") and TO Pharmaceuticals USA LLC, a Delaware limited liability company (the "Licensee") (each a "Party" and together, the "Parties").
VOID AFTER 5:00 P.M. ON MARCH 9, 2023 TO PHARMACEUTICALS LLC WARRANT TO PURCHASE UNITSAquaMed Technologies, Inc. • January 9th, 2019 • New York
THIS IS TO CERTIFY THAT, for value received, Sidney Taubenfeld, an individual residing at 247 West 87th Street, Apt. 7G, New York, New York 10024 (the “Warrantholder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from TO PHARMACEUTICALS LLC, a Delaware limited liability (the “Company”), up to 500 units (the “Warrant Units”) of the membership interests of the Company (“Units”), at an exercise price equal to $700 per Unit (the “Exercise Price”) at the times and in the manner set forth below.
Contract2023 Executive Employment Agreement • January 6th, 2023 • Nexgel, Inc. • Surgical & medical instruments & apparatus • New York
This 2023 Executive Employment Agreement (this “Agreement”), effective as of December 30, 2022, is by and between NEXGEL INC., a Delaware corporation (the “Company”), and Adam Levy, an individual (the “Executive”). The Company and the Executive shall sometimes be referred to herein individually as a “Party” and collectively as the “Parties”.
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 19th, 2019 • AquaMed Technologies, Inc. • Surgical & medical instruments & apparatus • Delaware
This AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made as of April 19, 2019, by and among AquaMed Technologies, Inc., a Delaware corporation (“Parent”), AQ TOP, LLC, a Delaware limited liability company (“Merger Sub”), and TO Pharmaceuticals LLC, a Delaware limited liability company (“Company”). Parent, Merger Sub and Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined herein shall have the meanings assigned to them in the Original Agreement (defined below).
VOID AFTER 5:00 P.M. ON MARCH 9, 2023 TO PHARMACEUTICALS LLC WARRANT TO PURCHASE UNITSAquaMed Technologies, Inc. • March 12th, 2019 • Surgical & medical instruments & apparatus • Delaware
THIS IS TO CERTIFY THAT, for value received, Sidney Taubenfeld, an individual residing at 247 West 87th Street, Apt. 7G, New York, New York 10024 (the “Warrantholder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from TO PHARMACEUTICALS LLC, a Delaware limited liability (the “Company”), up to 500 units (the “Warrant Units”) of the membership interests of the Company (“Units”), at an exercise price equal to $700 per Unit (the “Exercise Price”) at the times and in the manner set forth below.
EMPLOYMENT AGREEMENTEmployment Agreement • March 12th, 2019 • AquaMed Technologies, Inc. • Surgical & medical instruments & apparatus • Delaware
This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of March 9, 2016 is by and between TO Pharmaceuticals LLC, a Delaware limited liability company (the “Company”) and Sidney Taubenfeld, an individual residing at 247 West 87th Street, Apt. 7G, New York, New York 10024 (the “Employee”).
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • May 29th, 2020 • Nexgel, Inc. • Surgical & medical instruments & apparatus
This Membership Interest Purchase Agreement (this “Agreement”) is made and entered into as of May 29, 2020 (the “Effective Date”), by and among individuals set forth on the signature page hereto (each a “Seller” and collectively the “Sellers”) and NEXGEL, inc., a Delaware corporation with a principal address of 2150 Cabot Blvd. West, Suite B, Langhorne, Pennsylvania 19047 (“NexGel”).
Contract2024 Executive Employment Agreement • December 29th, 2023 • Nexgel, Inc. • Surgical & medical instruments & apparatus • New York
This 2024 Executive Employment Agreement (this “Agreement”), effective as of December 26, 2023, is by and between NEXGEL INC., a Delaware corporation (the “Company”), and Adam Levy, an individual (the “Executive”). The Company and the Executive shall sometimes be referred to herein individually as a “Party” and collectively as the “Parties”.
MASTER INTERCOMPANY SERVICES AGREEMENTMaster Intercompany Services Agreement • January 9th, 2019 • AquaMed Technologies, Inc. • New York
This MASTER INTERCOMPANY SERVICES AGREEMENT (this “Agreement”) is made and entered into as of January 1, 2018, by and among certain subsidiaries of T.O. GLOBAL LLC, a New York Limited Liability Company (“Parent”) providing services (as set forth in Schedule B hereto, collectively, the “Service Providers”) and certain subsidiaries of Parent receiving such services (as set forth in Schedule B hereto, collectively, the “Service Recipients”).
SECURITY AGREEMENTSecurity Agreement • March 17th, 2021 • Nexgel, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS SECURITY AGREEMENT (this "Agreement"), is entered into as of March 11, 2021 (the “Effective Date”), by and between NEXGEL, INC., a Delaware corporation (the "Borrower"), and Auctus Fund, LLC, a Delaware limited liability company (the "Secured Party"). All capitalized terms not otherwise defined herein shall the meanings ascribed to them in that certain securities purchase agreement by and between Borrower and the Secured Party of even date (the "Securities Purchase Agreement") and Note (as defined below), as applicable.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 9th, 2021 • Nexgel, Inc. • Surgical & medical instruments & apparatus • New York
This Executive Employment Agreement (the “Agreement”), entered into and effective as of November 4, 2021, is by and between NEXGEL INC., a Delaware corporation (the “Company”), and Adam Levy, an individual (the “Executive”). The Company and the Executive shall sometimes be referred to herein as the “Parties”.
SECOND AMENDMENT TO THE SENIOR SECURED PROMISSORY NOTE, WARRANTS, AND SECURITIES PURCHASE AGREEMENT DATED MARCH 11, 2021Nexgel, Inc. • November 3rd, 2021 • Surgical & medical instruments & apparatus
THIS SECOND AMENDMENT to the Note (as defined below), Warrants (as defined below), and SPA (as defined below) (the “Amendment”) is entered into on October 28, 2021 (the “Effective Date”), by and between Nexgel, Inc., a Delaware corporation (the “Company”), and Auctus Fund, LLC, a Delaware limited liability company (the “Holder”) (each the Company and the Holder a “Party” and collectively the “Parties”).
