COMMON STOCK PURCHASE WARRANT FIRST WAVE BIOPHARMA, INC.First Wave BioPharma, Inc. • March 5th, 2024 • 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 March __, 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March ________, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from First Wave BioPharma, 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 • March 15th, 2023 • First Wave BioPharma, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March __, 2023, between First Wave BioPharma, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 15th, 2023 • First Wave BioPharma, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March __, 2023, by and between First Wave BioPharma, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
UNDERWRITING AGREEMENT among AZURRX BIOPHARMA, INC. and WALLACHBETH Capital, LLC and NETWORK 1 FINANCIAL SECURITIES, INC.,Underwriting Agreement • October 14th, 2016 • AzurRx BioPharma, Inc. • Pharmaceutical preparations • New York
The undersigned, AzurRx BioPharma, Inc., 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) and set forth on Schedule 4 attached hereto, as being subsidiaries or affiliates of AzurRx BioPharma, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the Underwriters named in Schedule I hereto (the “Representatives” and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
PRE-FUNDED COMMON STOCK PURCHASE WARRANT FIRST WAVE BIOPHARMA, INC.First Wave BioPharma, Inc. • March 5th, 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 First Wave BioPharma, 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).
AzurRx Biopharma, Inc. 9,090,910 Shares of Common Stock (par value $0.0001 per share) Amended and Restated Underwriting AgreementUnderwriting Agreement • July 27th, 2021 • AzurRx BioPharma, Inc. • Pharmaceutical preparations • New York
AzurRx Biopharma, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 9,090,910 shares of its common stock, par value $0.0001 per share (the “Shares”). The 9,090,910 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 1,363,636 Shares as provided in Section 2. The additional 1,363,636 Shares that may be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares, are collectively called the “Offered Shares.” H.C. Wainwright & Co., LLC (“Wainwright”) 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
PRE-FUNDED COMMON STOCK PURCHASE WARRANT FIRST WAVE BIOPHARMA, InC.First Wave BioPharma, Inc. • November 22nd, 2022 • 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”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from First Wave BioPharma, 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 • March 5th, 2024 • First Wave BioPharma, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 3, 2024, between First Wave BioPharma, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 14th, 2019 • AzurRx BioPharma, Inc. • Pharmaceutical preparations • Illinois
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 13, 2019, by and between AZURRX BIOPHARMA, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). 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”).
SENIOR CONVERTIBLE NOTEAzurRx BioPharma, Inc. • February 20th, 2019 • Pharmaceutical preparations • New York
THIS SENIOR CONVERTIBLE NOTE is a duly authorized and validly issued Senior Convertible Note (this “Note”) of AzurRx BioPharma, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 760 Parkside Avenue, Suite 304 Brooklyn, New York 11226 pursuant to that certain Note Purchase Agreement, dated February 14, 2019, by and between the Company and the Holder (as hereinafter defined), as amended, modified or supplemented from time to time in accordance with its terms (the “Purchase Agreement”).
12% SENIOR SECURED ORIGINAL ISSUE DISCOUNT CONVERTIBLE DEBENTURE DUE NOVEMBER 11, 2017AzurRx BioPharma, Inc. • April 12th, 2017 • Pharmaceutical preparations • Illinois
THIS 12% SENIOR SECURED ORIGINAL ISSUE DISCOUNT CONVERTIBLE DEBENTURE is a duly authorized and validly issued Senior Secured Original Issue Discount Convertible Debenture (this “Debenture”) of AzurRx BioPharma, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 760 Parkside Avenue, Downstate Biotechnology Incubator, Suite 217 Brooklyn, NY 11226 pursuant to that certain Securities Purchase Agreement, dated April 11, 2017, by and between the Company and Lincoln Park Capital Fund, LLC as amended, modified or supplemented from time to time in accordance with its terms (the “Purchase Agreement”).
FIRST WAVE BIOPHARMA, INC. and COLONIAL STOCK TRANSFER CO., INC. as Warrant Agent Warrant Agency Agreement Dated as of December [ ], 2023 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • December 27th, 2023 • First Wave BioPharma, Inc. • Pharmaceutical preparations • New York
WARRANT AGENCY AGREEMENT, dated as of December [ ], 2023 (“Agreement”), between First Wave BioPharma, Inc., a Delaware corporation (the “Company”), and Colonial Stock Transfer Co., Inc. (the “Warrant Agent”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • March 5th, 2024 • First Wave BioPharma, Inc. • Pharmaceutical preparations • New York
PURCHASE AGREEMENTPurchase Agreement • November 14th, 2019 • AzurRx BioPharma, Inc. • Pharmaceutical preparations • Illinois
THIS PURCHASE AGREEMENT (the “Agreement”), dated as of November 13, 2019, by and between AZURRX BIOPHARMA, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT FIRST WAVE BIOPHARMA, InC.First Wave BioPharma, Inc. • September 22nd, 2022 • 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 [ ], 2022 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _______[1] (the “Termination Date”) but not thereafter, to subscribe for and purchase from First Wave BioPharma, 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 being issued pursuant to that certain Engagement Agreement by and between the Company and H.C. Wainwright & Co., LLC, dated as of September 13, 2022.
AT THE MARKET OFFERING AGREEMENT May 26, 2021Market Offering Agreement • May 26th, 2021 • AzurRx BioPharma, Inc. • Pharmaceutical preparations • New York
AzurRx BioPharma, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
AZURRX BIOPHARMA, INC. Warrant To Purchase Common StockAzurRx BioPharma, Inc. • July 22nd, 2019 • Pharmaceutical preparations • New York
AzurRx BioPharma, Inc., a company organized under the laws of Delaware (the "Company"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ___________, the registered holder hereof or its permitted assigns (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after July __, 2019 (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on July __, 2024 (the “Expiration Date”), _____ fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the "Warrant Shares"). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this "Warrant"), shall have the meanings set forth in Section 16.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 12th, 2017 • AzurRx BioPharma, Inc. • Pharmaceutical preparations • Illinois
This Securities Purchase Agreement (this “Agreement”) is dated as of April 11, 2017, between AzurRx BioPharma, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature page hereto (the “Purchaser”).
UNDERWRITING AGREEMENTUnderwriting Agreement • May 4th, 2018 • AzurRx BioPharma, Inc. • Pharmaceutical preparations • New York
AzurRx BioPharma, Inc., a Delaware corporation (the "Company"), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I to this Agreement (the "Underwriters"), for whom you are acting as Representative (the "Representative"), an aggregate of 4,160,000 shares (the "Firm Shares") of the Company's common stock, $0.0001 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.
5,000,000 Shares AZURRX BIOPHARMA, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 22nd, 2019 • AzurRx BioPharma, Inc. • Pharmaceutical preparations • New York
AzurRx BioPharma, Inc., a Delaware corporation (the "Company"), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I to this Agreement (the "Underwriters"), for whom you are acting as Representative (the "Representative"), an aggregate of 5,000,000 shares (the "Firm Shares") of the Company's common stock, $0.0001 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 750,000 shares (the "Option Shares") of Common Stock for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The Firm Shares and the Option Shares are collectively called the "Shares."
ContractCommon Stock Purchase Warrant • May 14th, 2019 • AzurRx BioPharma, Inc. • Pharmaceutical preparations • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR CAUSE IT TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THE PURCHASE WARRANT BY ANY PERSON FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) ALEXANDER CAPITAL, L.P. OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF ALEXANDER CAPITAL, L.P. OR OF ANY SELECTED DEALER AND IN ACCORDANCE WITH FINRA RULE 5110(G)(2).
COMMON STOCK PURCHASE WARRANT FIRST WAVE BIOPHARMA, InC.First Wave BioPharma, Inc. • September 15th, 2023 • Pharmaceutical preparations • 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 at any time on or after September __ 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September __, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from First Wave BioPharma, 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).
SERIES A-1 COMMON STOCK PURCHASE WARRANT AZURRX BIOPHARMA, INC.AzurRx BioPharma, Inc. • June 9th, 2017 • 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 one hundred eighty (180) days from the Issue Date (the “Initial Exercise Date”) and on or prior to the close of business on the fifth (5th) year anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from AzurRx BioPharma, 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 • July 18th, 2022 • First Wave BioPharma, Inc. • Pharmaceutical preparations • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of July 15, 2022, between First Wave BioPharma, 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”).
ContractIndemnification Agreement • May 5th, 2022 • First Wave BioPharma, Inc. • Pharmaceutical preparations • Delaware
AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT AZURRX BIOPHARMA, INC.AzurRx BioPharma, Inc. • September 8th, 2015 • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED 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 and in the Amended and Restated Securities Purchase Agreement between the Company and the Holder (the “Purchase Agreement”), at any time on or after the Initial Exercise Date and on or prior to the close of business on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from AzurRx BioPharma, 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).
AZURRX BIOPHARMA, INC. EMPLOYMENT AGREEMENTEmployment Agreement • January 6th, 2020 • AzurRx BioPharma, Inc. • Pharmaceutical preparations • New York
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into on January 1, 2020, effective as of January 2, 2020 (the “Effective Date”) by and between AzurRx Biopharma, Inc. (the “Company”) and Daniel Schneiderman (“Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 8th, 2021 • AzurRx BioPharma, Inc. • Pharmaceutical preparations • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of January 8, 2021, between AzurRx BioPharma, Inc., a Delaware corporation (the “Company”), and First Wave Bio, Inc. (including its successors and assigns, the “Purchaser”).
CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENTConvertible Note and Warrant Purchase Agreement • December 30th, 2019 • AzurRx BioPharma, Inc. • Pharmaceutical preparations • New York
This Convertible Note and Warrant Purchase Agreement, dated as of December __, 2019 (this “Agreement”), is entered into by and among AzurRx BioPharma, Inc., a Delaware corporation (the “Company”), and the other signatories hereto (each a “Lender” and collectively, the “Lenders”).
AZURRX BIOPHARMA, INC. SELLING AGENT AGREEMENTSelling Agent Agreement • May 14th, 2019 • AzurRx BioPharma, Inc. • Pharmaceutical preparations • New York
AzurRx Biopharma, Inc., a corporation organized and existing under the laws of State of Delaware (the “Company”), proposes to issue and sell to the purchasers identified on Schedule A (each a “Purchaser” and collectively, the “Purchasers”), pursuant to the terms and conditions of this Selling Agent Agreement (this “Agreement”), up to an aggregate of $2,883,842.00 in shares (the “Shares”) of common stock, par value $0.0001, of the Company (“Common Stock”). The Company hereby confirms its agreement with Alexander Capital L.P. (the “Selling Agent”) to act as Selling Agent in accordance with the terms and conditions hereof.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • February 20th, 2019 • AzurRx BioPharma, Inc. • Pharmaceutical preparations • New York
This Note Purchase Agreement (this “Agreement”) is dated as of February 14, 2019, between AzurRx BioPharma, Inc., a Delaware corporation (the “Company”), and ADEC Private Equity Investments, LLC, a Delaware limited liability company (the “Purchaser”).
AZURRX BIOPHARMA, INC. EMPLOYMENT AGREEMENTEmployment Agreement • October 11th, 2019 • AzurRx BioPharma, Inc. • Pharmaceutical preparations • New York
This Employment Agreement (this “Agreement”) is made and entered into on October 8, 2019, effective as of October 8, 2019 (the “Effective Date”) by and between AzurRx Biopharma, Inc. (the “Company”) and James Sapirstein (“Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”.
ALSO BEEN PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION. JOINT DEVELOPMENT AND LICENSE AGREEMENTJoint Development and License Agreement • July 13th, 2016 • AzurRx BioPharma, Inc. • Pharmaceutical preparations
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 20th, 2020 • AzurRx BioPharma, Inc. • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 16, 2020, is entered into by and between AzurRx BioPharma, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Convertible Preferred Stock and Warrant Securities Purchase Agreement, dated as of the date hereof, by and among the Company and the Investors (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 29th, 2024 • First Wave BioPharma, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 3, 2024, between First Wave BioPharma, 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”).
