Edge Therapeutics, Inc. Sample Contracts
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 28th, 2025 • PDS Biotechnology Corp • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 26, 2025 between PDS Biotechnology Corporation, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 2nd, 2025 • PDS Biotechnology Corp • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 30, 2025, between PDS Biotechnology Corporation, a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
UNDERWRITING AGREEMENT between PDS BIOTECHNOLOGY CORPORATION and as Representative of the Several UnderwritersUnderwriting Agreement • January 17th, 2020 • PDS Biotechnology Corp • Pharmaceutical preparations • New York
The undersigned, PDS Biotechnology Corporation, a corporation formed under the laws of the State of Delaware (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 PDS Biotechnology Corporation, the “Company”), hereby confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (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:
EDGE THERAPEUTICS, INC., ISSUER AND [TRUSTEE], TRUSTEE INDENTURE DATED AS OF , 20 DEBT SECURITIESIndenture • October 21st, 2016 • Edge Therapeutics, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of [• ], 20[• ], among EDGE THERAPEUTICS , INC. , a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
PRE-FUNDED COMMON STOCK PURCHASE WARRANT PDS BIOTECHNOLOGY CORPORATIONPre-Funded Common Stock Purchase Warrant • February 28th, 2025 • PDS Biotechnology Corp • 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 PDS Biotechnology Corporation, 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).
COMMON STOCK PURCHASE WARRANT PDS BIOTECHNOLOGY CORPORATIONCommon Stock Purchase Warrant • May 2nd, 2025 • PDS Biotechnology Corp • 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 hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _______, 20352 (the “Termination Date”) but not thereafter, to subscribe for and purchase from PDS Biotechnology Corporation, a Delaware corporation (the “Company”), up to _______3 shares (as subject to adjusted 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).
PDS BIOTECHNOLOGY CORPORATION Common Stock (par value $0.00033 per share) Amended and Restated At Market Issuance Sales AgreementAt Market Issuance Sales Agreement • August 13th, 2024 • PDS Biotechnology Corp • Pharmaceutical preparations • New York
EDGE THERAPEUTICS, INC. Common Stock, par value $0.00033 per share UNDERWRITING AGREEMENTUnderwriting Agreement • September 21st, 2015 • Edge Therapeutics, Inc. • Pharmaceutical preparations • New York
6,000,000 Shares PDS Biotechnology Corporation Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 13th, 2020 • PDS Biotechnology Corp • Pharmaceutical preparations • New York
PDS Biotechnology Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters (the “Underwriters”) named on Schedule I to this Underwriting Agreement (this “Agreement”), for whom you are acting as Representative (the “Representative”), an aggregate of 6,000,000 shares (the “Firm Shares”) of the Company’s common stock, $0.00033 par value per share (the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 900,000 shares (the “Company Option Shares”) of Common Stock from the Company for the purpose of covering over‑allotments in connection with the sale of the Firm Shares. The Firm Shares and the Company Option Shares are collectively called the “Shares.”
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • July 30th, 2019 • PDS Biotechnology Corp • Pharmaceutical preparations • Illinois
COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of July 29, 2019, by and between PDS BIOTECHNOLOGY CORPORATION, a Delaware 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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 30th, 2019 • PDS Biotechnology Corp • Pharmaceutical preparations • Illinois
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 29, 2019, by and between PDS BIOTECHNOLOGY CORPORATION, a Delaware corporation (the “Company”), and ASPIRE 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 Common Stock 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”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 14th, 2015 • Edge Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (the “Agreement”) is made as of [•], 2015 by and between Edge Therapeutics, Inc., a Delaware corporation (the “Company”), and [·] (the “Indemnitee”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • November 26th, 2018 • Edge Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of November 23, 2018, by and among Edge Therapeutics, Inc., a Delaware corporation (“Parent”), ECHOS MERGER SUB, INC., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and PDS Biotechnology Corporation, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
Underwriting AgreementUnderwriting Agreement • June 17th, 2021 • PDS Biotechnology Corp • Pharmaceutical preparations • New York
PDS Biotechnology Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,294,118 shares of its common stock, par value $0.00033 per share (the “Shares”). The 5,294,118 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 794,117 Shares. The Shares to be sold, if any, pursuant to such option are collectively called the “Option Shares”. The Firm Shares and, if and to the extent such option is exercised, the Option Shares, are collectively called the “Offered Shares.” Cantor Fitzgerald & Co. (“Cantor”) 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 underwriters listed on Schedule A, the term “Representative” as use
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 28th, 2025 • PDS Biotechnology Corp • Pharmaceutical preparations • New York
This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (the “Placement Agent”) and PDS Biotechnology Corporation, a Delaware corporation (the “Company”), that the Placement Agent shall serve as the exclusive placement agent for the Company, on a reasonable “best efforts” basis, in connection with the proposed offering (the “Placement”) of (i) shares (the “Shares”) of common stock of the Company, par value $0.00033 per share (the “Common Stock”), (ii) warrants to purchase shares of Common Stock (the “Common Warrants”), and (iii) pre-funded warrants to purchase shares of Common Stock (the “Pre-Funded Warrants” and, together with the Shares and Common Warrants, the “Securities”). The Securities actually placed by the Placement Agent are referred to herein as the “Placement Securities.” The Shares, the Pre-Funded Warrants, the Common Warrants and the shares of Common Stock underlying the Pre-Funded Warrants and Common Warrants will be offered and so
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 1st, 2016 • Edge Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is made and dated as of August 1, 2016 and is entered into by and among EDGE THERAPEUTICS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as “Lender”) and HERCULES CAPITAL, INC. formerly known as Hercules Technology Growth Capital, Inc., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and Lender (in such capacity, “Agent”).
SECURITY AGREEMENTSecurity Agreement • May 2nd, 2025 • PDS Biotechnology Corp • Pharmaceutical preparations
This SECURITY AGREEMENT, dated as of April 30, 2025 (this “Agreement”), is made by PDS Biotechnology Corporation, a Delaware corporation (the “Company”), and the Subsidiaries of the Company party hereto from time to time (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) in favor of the JGB Collateral LLC, a Delaware limited liability company (the “Collateral Agent”), on behalf of the holders of the Company’s Senior Secured Convertible Debentures Due April 30, 2028, in the original aggregate principal amount of $22,222,222 (as amended, restated, supplemented or otherwise modified from time to time, collectively, the “Debentures”) (including their permitted transferees and assigns, collectively, the “Secured Parties”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 15th, 2024 • PDS Biotechnology Corp • Pharmaceutical preparations • Delaware
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective May 1, 2024 (the “Effective Date”), by and between Stephan F. Toutain, MS, MBA (“Executive”) and PDS Biotechnology Corporation, a Delaware corporation (the “Company”). Each of the Company and Executive is a “Party” and, collectively, they are the “Parties.” The Company desires to employ Executive and the Parties wish to enter into this Agreement to govern the terms and conditions of the Executive’s employment with the Company.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 2nd, 2017 • Edge Therapeutics, Inc. • Pharmaceutical preparations • New Jersey
This Executive Employment Agreement (the “Agreement”) is entered into as of February 21, 2017 (the “Effective Date”) by and between Edge Therapeutics, Inc., a Delaware corporation (the “Company”), and Alyssa Wyant (“Executive”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 2nd, 2025 • PDS Biotechnology Corp • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 30, 2025, between PDS Biotechnology Corporation, a Delaware corporation (the “Company”), each buyer identified on the signature pages hereto (each, including its successors and assigns, a “Buyer” and collectively, the “Buyers”), and JGB Collateral LLC, a Delaware limited liability company, as Collateral Agent.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 8th, 2022 • PDS Biotechnology Corp • Pharmaceutical preparations • Delaware
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective June 1, 2022 (the “Effective Date”), by and between Spencer D. Brown (“Executive”) and PDS Biotechnology Corporation, a Delaware corporation (the “Company”), as a replacement of the Offer Letter dated May 6, 2022, by and between the Company and the Executive. Each of the Company and Executive is a “Party” and, collectively, they are the “Parties.” The Company desires to continue to employ Executive and, in connection with such employment, and the Parties wish to enter into this Agreement to govern the terms and conditions of the Executive’s continued employment with the Company.
SENIOR SECURED CONVERTIBLE DEBENTURE DUE [__], 2028Convertible Security Agreement • May 2nd, 2025 • PDS Biotechnology Corp • Pharmaceutical preparations • New York
THIS SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Senior Secured Convertible Debentures of PDS Biotechnology Corporation, a Delaware corporation (the “Company”), having its principal place of business at 303A College Road East, Princeton, NJ 08540, designated as its Senior Secured Convertible Debenture due [___], 2028 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
EXECUTIVE STOCK OPTION AGREEMENTExecutive Stock Option Agreement • June 4th, 2019 • PDS Biotechnology Corp • Pharmaceutical preparations • Delaware
THIS STOCK OPTION AGREEMENT (this “Agreement”) between PDS Biotechnology Corporation (the “Corporation” or the “Company”) and the individual specified on the Notice of Grant (the “Optionee”) is made as of the date of grant specified on the Notice of Grant to which this Agreement is attached (the “Grant Notice”). The date of grant specified on the Grant Notice is referred to herein as the “Grant Date.”
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 6th, 2021 • PDS Biotechnology Corp • Pharmaceutical preparations • New Jersey
This Executive Employment Agreement (the “Agreement”) is entered into as of October 4, 2021, and effective as of October 18, 2021 (the “Effective Date”) by and between PDS Biotechnology Corporation, a Delaware corporation (the “Company”), and Matthew Hill (“Executive”).
FIRST AMENDMENT TO WARRANT NO. 1Warrant Amendment • August 14th, 2015 • Edge Therapeutics, Inc. • Pharmaceutical preparations
This First Amendment to Warrant No. 1 (“First Amendment”) is entered into as of the 9th day of October, 2013 by Edge Therapeutics, Inc. (“Company”) and the New Jersey Economic Development Authority (“Holder”), hereinafter, collectively referred to as “Parties”.
EMPLOYEE1 STOCK OPTION AGREEMENTStock Option Agreement • June 4th, 2019 • PDS Biotechnology Corp • Pharmaceutical preparations • Delaware
THIS STOCK OPTION AGREEMENT (this “Agreement”) between PDS Biotechnology Corporation (the “Corporation” or the “Company”) and the individual specified on the Notice of Grant (the “Optionee”) is made as of the date of grant specified on the Notice of Grant to which this Agreement is attached (the “Grant Notice”). The date of grant specified on the Grant Notice is referred to herein as the “Grant Date.”
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS DENOTE SUCH OMISSIONS. LICENSE AGREEMENTLicense Agreement • August 14th, 2015 • Edge Therapeutics, Inc. • Pharmaceutical preparations • New Jersey
THIS LICENSE AGREEMENT (this “Agreement””), effective as of October 20, 2010 (the “Effective Date”), is entered into between SurModics Pharmaceuticals, Inc., a Delaware corporation (“SurModics”), having a place of business at 750 Lakeshore Parkway, Birmingham, Alabama 35211, U.S.A., and Edge Therapeutics, Inc. a Delaware corporation (“Edge”), having a place of business at 211 Warren Street, Newark, NJ 07103, with respect to the following facts:
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS DENOTE SUCH OMISSIONS.Master Formulation Development Agreement • August 1st, 2017 • Edge Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Amended and Restated Master Formulation Development Agreement (the “Agreement”), dated June 30, 2017 (the “Amendment and Restatement Effective Date”), is made by and between Oakwood Laboratories, L.L.C., a Delaware limited liability company having an address of 7670 First Place, Suite A, Oakwood Village, OH 44146 (“Oakwood”), and Edge Therapeutics, Inc., a New Jersey corporation having an address of 300 Connell Drive, Suite 4000, Berkeley Heights, NJ 07922 (“Edge”). Edge and Oakwood are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
ContractWarrant Agreement • August 14th, 2015 • Edge Therapeutics, Inc. • Pharmaceutical preparations • New Jersey
THIS WARRANT HAS NOT BEEN REG1STERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT’) OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING THIS WARRANT UNDER THE ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQU1RED.
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • December 21st, 2018 • Edge Therapeutics, Inc. • Pharmaceutical preparations • New Jersey
This CONSULTING SERVICES AGREEMENT (this “Agreement”), is made as of this 15th day of December, 2014, by and between DeLyle Bloomquist (“Consultant”), and PDS Biotechnology Corporation (“Company”) with its corporate headquarters at 675 Highway One, North Brunswick, New Jersey 08902.
ContractWarrant Agreement • August 14th, 2015 • Edge Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS WARRANT, AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
COST REIMBURSEMENT AGREEMENT Between PDS Biotechnology and THE UNIVERSITY OF KENTUCKY RESEARCH FOUNDATIONCost Reimbursement Agreement • January 25th, 2019 • Edge Therapeutics, Inc. • Pharmaceutical preparations • Kentucky
THIS AGREEMENT, having an Effective Date of I November 2015, is made by and between PDS Biotechnology, a corporation having its principal place of business at 675 US Hwy I, North Brunswick, NJ 08902 (hereinafter referred to as "COMPANY"), and the UNIVERSITY OF KENTUCKY RESEARCH FOUNDATION, with offices and place of business at 109 Kinkead Hall, Lexington, KY 40506-0057 (hereinafter referenced to as "FOUNDATION") and
STOCK OPTION AGREEMENTStock Option Agreement • March 9th, 2016 • Edge Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS STOCK OPTION AGREEMENT (this “Agreement”) between Edge Therapeutics, Inc. (the “Corporation” or the “Company”) and the individual specified on the Notice of Grant (the “Optionee”) is made as of the date of grant specified on the Notice of Grant to which this Agreement is attached (the “Grant Notice”). The date of grant specified on the Grant Notice is referred to herein as the “Grant Date.”
FIRST AMENDMENT TO AMENDED AND RESTATED PRECLINICAL/CLINICAL COLLABORATION AND LICENSE AGREEMENTPreclinical/Clinical Collaboration and License Agreement • August 8th, 2022 • PDS Biotechnology Corp • Pharmaceutical preparations
This FIRST AMENDMENT TO AMENDED AND RESTATED PRECLINICAL/ CLINICAL COLLABORATION AND LICENSE AGREEMENT (this “First Amendment”) dated as of November 22, 2021 (the “First Amendment Effective Date”) by and between PDS Biotechnology Corporation, a corporation organized under the laws of the state of Delaware having its place of business at 25B Vreeland Road, Florham Park, NJ 07932 (“PDS”), and FARMACORE BIOTECHNOLOGY, a company having a place of business at Avenida Doutora Nadir Aguiar, 1805, Prédio 2, Sala 304 - Ribeirão Preto SP, 14095-250, Brazil (“Farmacore”). PDS and Farmacore may be referred to herein as a “Party” or, collectively, as “Parties.” This First Amendment amends that certain Amended and Restated Preclinical/ Clinical Collaboration and License Agreement dated as of November 30, 2020 between PDS and Farmacore (the “Agreement”) as set forth hereinafter.
Form of Company Support AgreementCompany Support Agreement • November 26th, 2018 • Edge Therapeutics, Inc. • Pharmaceutical preparations • Delaware
Reference is made in this letter (this “Agreement”) to the Agreement and Plan of Merger and Reorganization, dated as of the date hereof (as it may be amended, modified or amended and restated from time to time, the “Merger Agreement”), by and among Edge Therapeutics, Inc., a Delaware corporation (“Parent”), Echos Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Subsidiary”), and PDS Biotechnology Corporation, a Delaware corporation (the “Company”). Capitalized or other terms used and not defined herein but defined in the Merger Agreement shall have the meanings ascribed to them in the Merger Agreement. In order to induce Parent and the Company to enter into the Merger Agreement, and understanding that each of Parent and the Company are relying on the agreements set forth herein, [name of stockholder], [an individual][entity type] (the “Stockholder”), hereby agrees as follows: