COMMON STOCK PURCHASE WARRANT lipocine inc.Lipocine Inc. • February 26th, 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 February __, 2020 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February __, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Lipocine 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 • February 26th, 2020 • Lipocine Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 25, 2020, between Lipocine 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”).
UNDERWRITING AGREEMENT between LIPOCINE INC. and LADENBURG THALMANN & CO. INC. as Representative of the Several UnderwritersUnderwriting Agreement • November 21st, 2013 • Lipocine Inc. • Pharmaceutical preparations • New York
The undersigned, Lipocine Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with Ladenburg Thalmann & Co. Inc. (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:
LIPOCINE INC. Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • March 6th, 2017 • Lipocine Inc. • Pharmaceutical preparations • New York
Lipocine Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
Lipocine Inc. 4,650,000 Shares Common Stock Underwriting AgreementUnderwriting Agreement • April 24th, 2015 • Lipocine Inc. • Pharmaceutical preparations • New York
Lipocine Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 4,650,000 shares (the “Underwritten Shares”) of common stock, $0.0001 par value per share, of the Company (the “Common Stock”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional 697,500 shares of Common Stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 26th, 2020 • Lipocine Inc. • Pharmaceutical preparations • New York
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 9th, 2018 • Lipocine Inc. • Pharmaceutical preparations • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of January 5, 2018 (the “Effective Date”) among SILICON VALLEY BANK, a California corporation (“Bank”), and LIPOCINE INC., a Delaware corporation (“Parent”), and LIPOCINE OPERATING INC., a Delaware corporation (“Lipocine Operating” and together with Parent, individually and collectively, jointly and severally, “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
PRE-FUNDED COMMON STOCK PURCHASE WARRANT lipocine inc.Lipocine Inc. • November 14th, 2019 • 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 “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Lipocine 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).
LIPOCINE INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent RIGHTS AGREEMENT Dated as of November 13, 2015Rights Agreement • November 13th, 2015 • Lipocine Inc. • Pharmaceutical preparations • Delaware
Rights Agreement, dated as of November 13, 2015 ("Agreement"), between Lipocine Inc., a Delaware corporation (the "Company"), and American Stock Transfer & Trust Company LLC, as Rights Agent (the "Rights Agent").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 31st, 2013 • Lipocine Inc. • Dairy products
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of July 26, 2013, by and among Lipocine Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
14,285,714 Shares1 LIPOCINE INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 27th, 2021 • Lipocine Inc. • Pharmaceutical preparations • New York
Lipocine Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of 14,285,714 shares of its Common Stock, par value $0.0001 per share (the “Common Stock”). The aggregate of 14,285,714 shares to be purchased from the Company are called the “Firm Shares.” In addition, the Company has agreed to sell to the Underwriters, upon the terms and conditions stated herein, up to an additional 2,142,857 shares of Common Stock (the “Additional Shares”) to cover over-allotments by the Underwriters, if any. The Firm Shares and the Additional Shares are collectively referred to in this Agreement as the “Shares.” Raymond James & Associates, Inc. is acting as the representative of the several Underwriters and in such capacity is referred to in this Agreement as the “Representative.”
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • July 25th, 2013 • Lipocine Inc. • Dairy products • Delaware
This Director and Officer Indemnification Agreement, dated as of (this “Agreement”), is made by and between Lipocine Inc., a Delaware corporation (the “Company”) and (“Indemnitee”).
SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT for Morgan BrownExecutive Employment Agreement • March 6th, 2017 • Lipocine Inc. • Pharmaceutical preparations • Utah
This Second Amended and Restated Executive Employment Agreement (the “Agreement”), is dated March 3, 2017 and amends and restates the Amended and Restated Executive Employment Agreement made between Lipocine Inc. (the “Company”) and Morgan Brown (“Executive”) (collectively, the “Parties”), dated effective as of January 7, 2014.
LIPOCINE INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 25th, 2013 • Lipocine Inc. • Dairy products • Utah
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of April 20, 2001, by and among Lipocine, Inc., a Delaware corporation (the “Company”), Elan International Services, Ltd., a Bermuda exempted limited liability company (“EIS”), and Elan Pharma International Limited, a company organized under the laws of the Republic of Ireland (“EPIL”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 31st, 2013 • Lipocine Inc. • Dairy products • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of July 26, 2013, by and among Lipocine Inc., a Delaware corporation (the “Company”) (f.k.a. Marathon Bar Corp.), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • July 25th, 2013 • Lipocine Inc. • Dairy products • Delaware
The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon the stockholders herein are granted subject to this reservation.
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • November 19th, 2014 • Lipocine Inc. • Pharmaceutical preparations • Utah
This Separation and Release Agreement (the “Agreement”) is made and entered into on November 19, 2014 (the “Effective Date”) and confirms the following understandings and agreements between Lipocine (“Lipocine” or the “Company”) and Srinivasan Venkateshwaran (hereinafter referred to as “you” or “your”).
LIPOCINE INC. COMMON STOCK SALES AGREEMENTSales Agreement • April 26th, 2024 • Lipocine Inc. • Pharmaceutical preparations • New York
Lipocine Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners, as follows:
ContractLipocine Inc. • September 5th, 2013 • Pharmaceutical preparations • New York
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted 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 AGREEMENT for Gregory BassExecutive Employment Agreement • March 6th, 2017 • Lipocine Inc. • Pharmaceutical preparations • Utah
This Executive Employment Agreement (the “Agreement”), made between Lipocine Inc. (the “Company”) and Gregory Bass (“Executive”) (each a “Party” and collectively, the “Parties”), is effective as of March 3,2017.
LIPOCINE INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • July 25th, 2013 • Lipocine Inc. • Dairy products • Delaware
Pursuant to the Restricted Stock Award Grant Notice (“Grant Notice”) and this Restricted Stock Award Agreement (“Agreement”), Lipocine Inc. (the “Company”) has awarded you (“Optionee”) the right to acquire shares of Stock from the Company pursuant to Section 6 of the Company’s 2011 Equity Incentive Plan (the “Plan”), for the number of shares indicated in the Grant Notice (collectively, the “Award”). The Award is granted in exchange for past services rendered, and future services to be rendered, by you to the Company. Defined terms not explicitly defined in this Agreement but defined in the Plan shall have the same definitions as in the Plan.
FIRST AMENDMENT TO LICENSE AGREEMENTLicense Agreement • May 9th, 2022 • Lipocine Inc. • Pharmaceutical preparations • Delaware
This First Amendment (this “Amendment”) to the License Agreement, dated as of October 14, 2021, is hereby entered into and effective as of April 1, 2022 (the “Amendment Effective Date”) by and between Lipocine Inc., a corporation organized under the laws of Delaware and having a place of business at 675 Arapeen Drive, Suite 202, Salt Lake City, UT 84108 (“Lipocine”) and Antares Pharma, Inc., a corporation organized under the laws of Delaware and having a place of business at 100 Princeton South, Suite 300, Ewing, NJ 08628 (“Licensee”). Lipocine and Licensee are each referred to herein by name or, individually, as a “Party” or, collectively, as “Parties”.
Weinberg & Baer LLCMarathon Bar Corp • November 30th, 2011
We consent to the incorporation in the Registration Statement of Marathon Bar Corp. on Form S-1 of our report on the financial statements of the Company as its registered independent auditor dated November 21, 2011, as of and for the periods ended November 18, 2011 and from inception to November 18, 2011. We further consent to the reference to our firm in the section on Experts.
Lipocine and Verity Pharma Enter into License Agreement for TLANDO® Franchise in the U.S. and CanadaLipocine Inc. • January 18th, 2024 • Pharmaceutical preparations
SALT LAKE CITY, January 18, 2024 — Lipocine Inc. (NASDAQ: LPCN), a biopharmaceutical company focused on treating Central Nervous System (CNS) disorders, Gordon Silver Limited and Verity Pharmaceuticals, Inc. (Verity Pharma) today announced that they have entered into an exclusive licensing agreement under which Verity Pharma will market TLANDO® in the United States and, if approved, in Canada. TLANDO is the first and only oral testosterone replacement therapy (TRT) option approved by the US Food and Drug Administration (FDA) that does not require dose titration. The agreement also provides Verity Pharma with the U.S. and Canadian rights to develop and commercialize LPCN 1111 (TLANDO XR), a next generation, once daily oral product candidate for TRT.
VICE PRESIDENT EMPLOYMENT AGREEMENT For Nachiappan ChidambaramVice President Employment Agreement • November 7th, 2018 • Lipocine Inc. • Pharmaceutical preparations • Utah
This Employment Agreement (the “Agreement”), made between Lipocine Inc. (the “Company”) and Nachiappan Chidambaram (“Vice President”) (each a “Party” and collectively, the “Parties”), is effective as of November 5, 2018.
LIPOCINE INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent AMENDED & RESTATED RIGHTS AGREEMENT Dated as of November 5, 2018Rights Agreement • November 7th, 2018 • Lipocine Inc. • Pharmaceutical preparations • Delaware
Amended and Restated Rights Agreement, dated as of November 5, 2018 (“Agreement”), between Lipocine Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”).
FIRST Amendment to Loan and security agreementLoan and Security Agreement • February 18th, 2021 • Lipocine Inc. • Pharmaceutical preparations
This First Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 16th day of February, 2021, by and among SILICON VALLEY BANK, a California corporation (“Bank”), and LIPOCINE INC., a Delaware corporation (“Parent”), and LIPOCINE OPERATING INC., a Delaware corporation (“Lipocine Operating” and together with Parent, individually and collectively, jointly and severally, “Borrower”), whose address is 675 Arapeen Drive, Suite 202, Salt Lake City, UT 84108.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. LICENSE AGREEMENTLicense Agreement • November 10th, 2021 • Lipocine Inc. • Pharmaceutical preparations • Delaware
This License Agreement (the “Agreement”) is executed as of October 14, 2021 (the “Effective Date”) by and between Lipocine Inc., a corporation organized under the laws of Delaware and having a place of business at 675 Arapeen Drive, Suite 202, Salt Lake City, UT 84108 (“Lipocine”) and Antares Pharma, Inc., a corporation organized under the laws of Delaware and having a place of business at 100 Princeton South, Suite 300, Ewing, NJ 08628 (“Licensee”). Lipocine and Licensee are each referred to herein by name or, individually, as a “Party” or, collectively, as “Parties.”
EXECUTIVE EMPLOYMENT AGREEMENT for Morgan BrownExecutive Employment Agreement • September 18th, 2013 • Lipocine Inc. • Pharmaceutical preparations • Utah
This Executive Employment Agreement (the “Agreement”), made between Lipocine Inc. (the “Company”) and Morgan Brown (“Executive”) (collectively, the “Parties”), is effective as of September 15, 2013.
COMMERCIAL MANUFACTURING SERVICES AND SUPPLY AGREEMENTCommercial Manufacturing Services and Supply Agreement • May 9th, 2016 • Lipocine Inc. • Pharmaceutical preparations
This Commercial Manufacturing Services and Supply Agreement (the “Agreement”) is made and entered into as of March 3, 2016 (“Effective Date”), by and between Lipocine Inc., with offices at 675 Arapeen Drive, Suite 202, Salt Lake City, UT 84108 (“Customer”), and M.W. Encap Ltd., together with its Affiliates, with offices at Units 4, 5 & 6, Oakbank Park, Livingston, West Lothian, EH53 0TH (“Encap”). Each of Encap and Customer may be referred to individually as a “Party,” and Encap and Customer may be referred to collectively as the “Parties.”
EXECUTIVE EMPLOYMENT AGREEMENT for Dr. Jyrki MattilaEmployment Agreement • August 11th, 2015 • Lipocine Inc. • Pharmaceutical preparations • Utah
This Executive Employment Agreement (the “Agreement”), made between Lipocine Inc. (the “Company”) and Dr. Jyrki Mattila (“Executive”) (each a “Party” and collectively, the “Parties”), is effective as of May 15, 2015.
PRINCIPAL ACCOUNTING OFFICER EMPLOYMENT AGREEMENT for Krista FogartyPrincipal Accounting Officer Employment Agreement • March 7th, 2022 • Lipocine Inc. • Pharmaceutical preparations • Utah
This Employment Agreement (the “Agreement”), made between Lipocine Inc. (the “Company”) and Krista Fogarty (“Principal Accounting Officer”) (each a “Party” and collectively, the “Parties”), is effective as of March 7, 2022.
SECOND LEASE EXTENSION AND MODIFICATION AGREEMENTSecond Lease Extension and Modification Agreement • July 25th, 2013 • Lipocine Inc. • Dairy products
This Second Lease Extension and Modification Agreement (“Second Lease Extension”) is entered into as of the 21st day of June, 2011, by and between PARADIGM RESOURCES L.C., a Utah limited liability company (hereinafter “Landlord”) and LIPOCINE, INC., a Delaware corporation (Tax ID: 84-1413519) (hereinafter “Tenant”).
LIPOCINE INC. OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)2011 Equity Incentive • July 25th, 2013 • Lipocine Inc. • Dairy products
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, Lipocine Inc. (the “Company”) has granted you an option under its 2011 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
LICENSE AGREEMENTLicense Agreement • March 7th, 2024 • Lipocine Inc. • Pharmaceutical preparations
This License Agreement (this “Agreement”) is made and entered into on January 12, 2024 (the “Signing Date”) and is effective as of February 1, 2024 (the “Effective Date”) by and between Lipocine Inc., a Delaware corporation (“Lipocine”), and Gordon Silver Limited, an Irish corporation (“GSL”). Lipocine and GSL may be referred to herein individually as a “Party”, and collectively as the “Parties”.
