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.”
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”):
EDGE THERAPEUTICS, INC. Common Stock, par value $0.00033 per share UNDERWRITING AGREEMENTUnderwriting Agreement • September 21st, 2015 • Edge Therapeutics, Inc. • Pharmaceutical preparations • New York
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 REORGANIZATIONAgreement and Plan of Merger and Reorganization • 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.
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”).
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
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”).
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.
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”).
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.”
Form of Company Support AgreementEdge Therapeutics, Inc. • November 26th, 2018 • 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:
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:
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 28th, 2024 • PDS Biotechnology Corp • Pharmaceutical preparations • Delaware
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective December 4, 2023 (the “Effective Date”), by and between Lars Robert Boesgaard (“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.
ContractNotice of Exercise • 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.
FIRST AMENDMENT TO WARRANT NO. 1Edge Therapeutics, Inc. • March 21st, 2014 • 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”.
COST REIMBURSEMENT AGREEMENT Between PDS Biotechnology and THE UNIVERSITY OF KENTUCKY RESEARCH FOUNDATIONEdge Therapeutics, Inc. • January 25th, 2019 • 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 AGREEMENTCollaboration 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.
EMPLOYEE1 STOCK OPTION AGREEMENT UNDER THE EDGE THERAPEUTICS, INC.Stock Option Agreement • March 2nd, 2017 • 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.”
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 26th day of March, 2015 by and between Greg Conn (“Consultant”), and PDS Biotechnology Corporation (“Company”) with its corporate headquarters at 675 Highway One, North Brunswick, New Jersey 08902.
AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 14th, 2015 • Edge Therapeutics, Inc. • Pharmaceutical preparations
This Amendment No. 1 to Loan and Security Agreement (this “Amendment”) is dated as of January 23, 2015 (the “First Amendment Date”) and is entered into by and among EDGE THERAPEUTICS, INC., a Delaware corporation, and each of its subsidiaries (hereinafter collectively referred to as the “Borrower”), the several banks and other financial institutions or other entities from time to time party hereto (collectively, “Lender”) and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent for itself and Lender (“Agent”). Capitalized terms used herein without definition shall have the same meanings given them in the Loan Agreement (as defined below).
LEASE between THE CONNELL COMPANYLease • May 3rd, 2016 • Edge Therapeutics, Inc. • Pharmaceutical preparations • New Jersey
THIS AGREEMENT OF LEASE (together with all Exhibits and Schedules attached or to be attached hereto, this "Lease") is dated as of February 18, 2016, between THE CONNELL COMPANY, a New Jersey corporation, whose address is 200 Connell Drive, Berkeley Heights, New Jersey 07922 (subject to Section 10.04 hereof, "Landlord") and EDGE THERAPEUTICS, INC., a Delaware corporation whose address is 200 Connell Drive, Berkeley Heights, New Jersey 07922 ("Tenant").
INVESTORS’ RIGHTS AGREEMENT by and among Edge Therapeutics, Inc., Venrock Healthcare Capital Partners II, L.P., and the other Investors named herein April 6, 2015Investors’ Rights Agreement • August 14th, 2015 • Edge Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 6th day of April 2015, by and among Edge Therapeutics, Inc., a Delaware corporation (the “Company”), Venrock Healthcare Capital Partners II, L.P. (the “Lead Investor”) and each of the other investors listed on Schedule A hereto, each of which, together with the Lead Investor, is referred to in this Agreement as an “Investor” including any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS DENOTE SUCH OMISSIONS. AMENDMENT NO. 1 TO THE LICENSE AGREEMENTThe License Agreement • September 21st, 2015 • Edge Therapeutics, Inc. • Pharmaceutical preparations
THIS AMENDMENT (the “Amendment No. 1”), effective as of September 21, 2015 to the October 20, 2010 License Agreement (the “Agreement”) by and between Evonik Corporation (assignee of this Agreement by SurModics Pharmaceuticals, Inc.), an Alabama Corporation, with a principal place of business at 299 Jefferson Road, Parsippany, New Jersey 07054 and a facility at 750 Lakeshore Parkway, Birmingham, Alabama 35211 (“formerly “Evonik Degussa Corporation” and hereinafter “Evonik”) and Edge Therapeutics, Inc., a Delaware corporation having a place of business at 200 Connell Drive, Suite 1600, Berkeley Heights, New Jersey 07922 (“Edge”) is made by and between Evonik and Edge.
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS DENOTE SUCH OMISSIONS.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”.
FIRST AMENDMENT TO WARRANT NO. 1Edge Therapeutics, Inc. • August 14th, 2015 • 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”.
COST REIMBURSEMENT AGREEMENT between PDS Biotechnology and THE UNIVERSITY OF KENTUCKY RESEARCH FOUNDATIONEdge Therapeutics, Inc. • January 25th, 2019 • Pharmaceutical preparations • Kentucky
THIS AGREEMENT, having an Effective Date of 1 November 2015, is made by and between PDS Biotechnology, a corporation having its principal place of business at 675 US Hwy 1, 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
EMPLOYMENT AGREEMENTEmployment Agreement • August 1st, 2019 • PDS Biotechnology Corp • Pharmaceutical preparations • Delaware
This Employment Agreement (this “Agreement”) is effective as of June 1, 2019 (the “Effective Date”) by and between Greg Conn (“Executive”) and PDS Biotechnology Corporation, a Delaware corporation (the “Company”) and supersedes any prior employment-related agreement or agreements between the Company and Executive. Unless the context otherwise requires, all references to a designated section refers to the designated provision of this Agreement.
SUBLEASE AGREEMENTSublease Agreement • March 27th, 2020 • PDS Biotechnology Corp • Pharmaceutical preparations • New Jersey
This SUBLEASE AGREEMENT (“Sublease”) is made as of the Effective Date set forth below, and is by and between COWI NORTH AMERICA, INC., a Delaware corporation (“Sublandlord”), and PDS BIOTECHNOLOGY CORPORATION, a Delaware corporation (“Subtenant”). Sublandlord and Subtenant hereby agree:
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONThe Agreement and Plan of Merger and Reorganization • January 30th, 2019 • Edge Therapeutics, Inc. • Pharmaceutical preparations
This Amendment No.1, dated as of January 24, 2019 (this “Amendment”) to the Agreement and Plan of Merger and Reorganization (the “Original Agreement”), dated as of November 23, 2018, by and among Edge Therapeutics, Inc. (“Parent”), Echos Merger Sub, Inc. (“Merger Sub”) and PDS Biotechnology Corporation, a Delaware corporation (the “Company”) is entered into by and between Parent, Merger Sub and the Company. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Original Agreement.
