SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 18th, 2021 • Processa Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 15, 2021, between Processa Pharmaceuticals, 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”).
EXHIBIT A REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 18th, 2021 • Processa Pharmaceuticals, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February [______], 2021, between Processa Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT processa pharmaceuticals, inc.Processa Pharmaceuticals, Inc. • January 30th, 2024 • Pharmaceutical preparations • New York
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 Processa Pharmaceuticals, 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 30th, 2024 • Processa Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 26, 2024, between Processa Pharmaceuticals, 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 13th, 2023 • Processa Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 9, 2023, between Processa Pharmaceuticals, 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”).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT processa pharmaceuticals, inc.Processa Pharmaceuticals, Inc. • January 30th, 2024 • Pharmaceutical preparations • New York
THIS PLACEMENT AGENT 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 “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February 1, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Processa Pharmaceuticals, 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). This Warrant is issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of December 16, 2023.
PURCHASE AGREEMENTPurchase Agreement • March 24th, 2022 • Processa Pharmaceuticals, Inc. • Pharmaceutical preparations • Illinois
PURCHASE AGREEMENT (the “Agreement”), dated as of March 23, 2022, by and between PROCESSA PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
4,800,000 Shares PROCESSA PHARMACEUTICALS, INC. Common Stock, $0.0001 Par Value per Share UNDERWRITING AGREEMENTUnderwriting Agreement • October 6th, 2020 • Processa Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
PROCESSA PHARMACEUTICALS, Inc. $30 Million OF COMMON STOCK EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • August 20th, 2021 • Processa Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Processa Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Oppenheimer & Co. Inc., as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 24th, 2022 • Processa Pharmaceuticals, Inc. • Pharmaceutical preparations • Illinois
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 23, 2022, by and between PROCESSA PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Investor”). 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”).
COMMON STOCK PURCHASE WARRANT PROCESSA PHARMACEUTICALS, INC.Processa Pharmaceuticals, Inc. • September 17th, 2020 • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, PoC Capital, LLC, a California limited liability company, 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 Initial Exercise Date and on or prior to 5:00 p.m. New York time on June 29, 2021 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Processa Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to 396,476 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 PROCESSA PHARMACEUTICALS, INC.Processa Pharmaceuticals, Inc. • February 18th, 2021 • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Tribal Capital Markets, LLC 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 Initial Exercise Date and on or prior to 5:00 p.m. (New York City time) on February 16, 2023 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Processa Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to 79,268 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).
ContractHeatwurx, Inc. • February 20th, 2015 • Construction machinery & equip • Delaware
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITY UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.
COMMON STOCK PURCHASE WARRANT PROCESSA PHARMACEUTICALS, INC.Processa Pharmaceuticals, Inc. • September 17th, 2020 • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received,Boustead Securities 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 Initial Exercise Date and on or prior to 5:00 p.m. New York time on June 29, 2021 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Processa Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to 79,423 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 PROCESSA PHARMACEUTICALS, INC.Processa Pharmaceuticals, Inc. • September 17th, 2020 • 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 Initial Exercise Date and on or prior to 5:00 p.m. New York time on ___________, 2023 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Processa Pharmaceuticals, 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 1(b).
LICENSE AGREEMENT BY AND BETWEEN PROCESSA PHARMACEUTICALS, INC. AND ELION ONCOLOGY, INC DATED AS OF AUGUST 23, 2020License Agreement • September 17th, 2020 • Processa Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT is entered into as of this 23 day of August, 2020 (the “Effective Date”), by and between Processa Pharmaceuticals, Inc. a corporation organized under the laws of Delaware, having a business address at 7380 Coca Cola Drive, Suite 106, Hanover, MD 21076 (“Processa”), and Elion Oncology, Inc. a corporation organized under the laws of Maryland whose principal place of business is at 4800 Hampden Lane, Bethesda, MD 20814 (“Elion”).
PROCESSA PHARMACEUTICALS INC. EMPLOYMENT AGREEMENT SEPTEMBER 1, 2018Employment Agreement • September 17th, 2020 • Processa Pharmaceuticals, Inc. • Pharmaceutical preparations • Maryland
This Employment Agreement is entered into as of the date of the last signature affixed hereto, by and between Processa Pharmaceuticals Inc., a Delaware corporation (“Processa”), and James Stanker, (“Employee”).
Heatwurx, Inc.Heatwurx, Inc. • October 12th, 2017 • Construction machinery & equip
ACQUISITION AGREEMENT By and Among HEATWURX, INC., a Delaware corporation PROCESSA THERAPEUTICS, LLC a Delaware limited liability company and PROMET THERAPEUTICS, LLC a Delaware limited liability company dated as of October 2, 2017Acquisition Agreement • September 17th, 2020 • Processa Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS ACQUISITION AGREEMENT, dated as of October 2, 2017 (this “Agreement”), is by and among HEATWURX, INC., a Delaware corporation (“HUWX”), PROCESSA THERAPEUTICS, LLC a Delaware Limited Liability Company wholly owned by HUWX (“SUB”) and PROMET THERAPEUTICS LLC, a Delaware limited liability company (the “Company”).
HEATWURXAQ, INC. INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • November 14th, 2012 • Heatwurx, Inc. • Delaware
This Investors’ Rights Agreement (the “Agreement”) is made as of April 15, 2011, by and among HeatwurxAQ, Inc., a Delaware corporation (the “Company”) and the investors listed on Exhibit A hereto (each, an “Investor” and collectively, the “Investors”).
DEBT CONVERSION AGREEMENTDebt Conversion Agreement • July 7th, 2015 • Heatwurx, Inc. • Construction machinery & equip • Delaware
This Debt Conversion Agreement (“Agreement”) is made as of the 30th day of June, 2015 by, between, and among Heatwurx, Inc., a Delaware corporation (the “Company”), and JMW Fund, LLC, a Delaware limited liability company, Richland Fund, LLC, a Nevada limited liability company, and San Gabriel Fund, LLC, a California limited liability company (collectively referred to as the “Lenders”).
SUBSIDIARY GUARANTY AGREEMENTSubsidiary Guaranty Agreement • February 20th, 2015 • Heatwurx, Inc. • Construction machinery & equip • Delaware
THIS SUBSIDIARY GUARANTY AGREEMENT (this “Guaranty”), dated as of February 16, 2015, is made by Dr. Pave Worldwide, LLC, a Delaware limited liability company and Dr. Pave, LLC, a California limited liability company (collectively referred to as the "Guarantor"), in favor of JMW Fund, LLC, a Delaware limited liability company, Richland Fund, LLC, a Nevada limited liability company, and San Gabriel Fund, LLC, a California limited liability company B, LLC (collectively referred to as the "Lender").
LICENSE AGREEMENT BY AND BETWEEN PROCESSA PHARMACEUTICALS, INC. AND OCUPHIRE PHARMA, INC. DATED AS OF JUNE 16, 2021License Agreement • June 17th, 2021 • Processa Pharmaceuticals, Inc. • Pharmaceutical preparations • Maryland
THIS LICENSE AGREEMENT is entered into this 16 day of June, 2021 (the “Effective Date”), by and between Processa Pharmaceuticals, Inc., a company organized under the laws of Delaware, having a business address at 7380 Coca Cola Drive, Suite 106, Hanover, MD 21076 (“Processa”), and Ocuphire Pharma, Inc., a company organized under the laws of Delaware, having a business address at 37000 Grand River Avenue, Suite 120, Farmington Hills, MI 48335 (“Ocuphire”).
SETTLEMENT AND MUTUAL RELEASE AGREEMENTSettlement and Mutual Release Agreement • January 11th, 2013 • Heatwurx, Inc. • Construction machinery & equip
This Settlement and Mutual Release Agreement (this “Agreement”) is made and entered by and amongst LARRY GRIFFIN (“GRIFFIN”) and DAVID EASTMAN (“EASTMAN” and with GRIFFIN, collectively, “FOUNDERS”), on the one hand, and HEATWURX, INC. (“HEATWURX”), on the other hand. (FOUNDERS and HEATWURX will sometimes be referred to as the “Parties”.)
SENIOR SECURED LOAN AGREEMENTSenior Secured Loan Agreement • February 20th, 2015 • Heatwurx, Inc. • Construction machinery & equip • Delaware
This Senior Secured Loan Agreement (this “Agreement”), dated February 16, 2015, is by, between and among JMW Fund, LLC, a Delaware limited liability company, Richland Fund, LLC, a Nevada limited liability company, and San Gabriel Fund, LLC, a California limited liability company (collectively referred to as the “Lender”), on the one hand, and Heatwurx, Inc., a Delaware corporation (the “Borrower”), on the other hand.
HEATWURXAQ, INC. RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT-Sale Agreement • November 14th, 2012 • Heatwurx, Inc. • Delaware
THIS RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (the “Agreement”) is made as of April 15, 2011, by and among HeatwurxAQ, Inc., a Delaware corporation (the “Company”), those certain holders of Common Stock listed on Exhibit A attached hereto (together with any transferee who becomes subject to the provisions hereof pursuant to Section 4, the “Key Holders”), and those certain holders of Series A Preferred Stock listed on Exhibit B attached hereto (each, an “Investor” and collectively, the “Investors”).
ADDENDUM NO. 1 TO LICENSE AGREEMENTLicense Agreement • March 25th, 2021 • Processa Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS ADDENDUM NO. 1 (the “Addendum”) to the License Agreement dated as of May 24, 2020 (the “Original Agreement”) is made effective as of May 24, 2020 (the “Effective Date”) by and between Processa Pharmaceuticals, Inc. a company organized under the laws of Delaware, having a business address at 7380 Coca Cola Drive, Suite 106, Hanover, MD 21076 (“Processa”), and Aposense Ltd., a company in Israel whose principal place of business is at 5-7 Ha’Odem St., Petach Tikva, Israel (“Aposense,” with each of Processa and Aposense being referred to in the singular as a “Party” and together as the “Parties”).
LOAN AGREEMENTLoan Agreement • January 9th, 2014 • Heatwurx, Inc. • Construction machinery & equip • Delaware
This Loan Agreement (the “Agreement”) dated January 6, 2014, is by and between the lenders executing the Signature Page of this Agreement (collectively, the “Lenders”) on the one hand, and Heatwurx Inc., a Delaware corporation (“Borrower”), on the other hand.
SUBORDINATED SECURITY AGREEMENTSubordinated Security Agreement • November 14th, 2012 • Heatwurx, Inc.
THIS SUBORDINATED SECURITY AGREEMENT (“Subordinated Security Agreement”) is made this 15th day of April, 2011, under the laws of the State of Utah, between HEATWURXAQ, INC, a corporation formed under the laws of the State of Delaware (the “Company”) whose legal address is 136 Heber Avenue, Suite 304, Park City, Utah 84060, and RICHARD GILES, whose legal address is 6300 Sagewood Drive, Park City, Utah 84098 (the “Secured Party”).
PROMISSORY NOTE EXTENSION AGREEMENT ADDENDUM TO NOTES UNDER LOAN AGREEMENT: SENIOR SECURED LOAN AGREEMENT 2.16.15 Extended to February 15, 2016Promissory Note Extension Agreement • August 19th, 2015 • Heatwurx, Inc. • Construction machinery & equip
THIS PROMISSORY NOTE EXTENSION AGREEMENT (“Agreement") is made and entered into effective as of August 16, 2015, by and among HEATWURX, INC a Delaware organization ("Borrower"), and JMW FUND, LLC; RICHLAND FUND, LLC and SAN GABRIEL FUND, LLC (collectively the "Lenders").
HEATWURX, INC. STOCK OPTION AGREEMENTStock Option Agreement • November 14th, 2012 • Heatwurx, Inc. • Delaware
SEPARATION AND SEVERANCE AGREEMENTSeparation and Severance Agreement • November 3rd, 2014 • Heatwurx, Inc. • Construction machinery & equip • California
The purpose of this Agreement is to set forth the terms and provisions of a severance agreement agreed to between Alexander Kramer (hereinafter ''Employee") and Heatwurx, Inc. (hereinafter "Employer"), in connection with the termination and severance of the Employee's employment from Employer and to waive and release any claims by the Employee against the Employer.
STANDARD OFFICE LEASEOffice Lease • November 14th, 2012 • Heatwurx, Inc.
THIS STANDARD OFFICE LEASE (the “Lease”) is made this 18th day of July, 2012 by and between SYRACUSE HILL II LLC, a Colorado limited liability company, as Landlord and HEATWURX, INC., a Delaware corporation, as Tenant.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 14th, 2012 • Heatwurx, Inc. • Utah
This ASSET PURCHASE AGREEMENT (the "Agreement") is entered into as of April 15, 2011 by and between HEATWURXAQ, INC., a Delaware corporation ("Buyer"), and RICHARD GILES, an individual (the "Seller"). For reference to the Sections of this Agreement in which certain terms used herein are defined, see Section 7.14 on page 14. Buyer has been organized by the stockholders of Buyer, including Larry C. Griffin, David J. Eastman and Seller, for the purpose of acquiring the Business (as defined in Section 1.1) from Seller and obtaining funding for the development of the Business. Accordingly, in consideration of the mutual representations, warranties, covenants, agreements and conditions contained herein, the parties agree as follows:
pledge agreementPledge Agreement • October 9th, 2018 • Processa Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Pledge Agreement (the “Pledge Agreement”), dated May 25, 2018, is by and between PoC Capital, LLC, a California limited liability company (the “Pledgor”) and Processa Pharmaceuticals, Inc., a Delaware corporation (the “Secured Party”).
