SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 21st, 2021 • NeuroBo Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 18, 2021, between NeuroBo 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 21st, 2021 • NeuroBo Pharmaceuticals, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 18, 2021, by and between NeuroBo Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SERIES B COMMON STOCK PURCHASE WARRANT NEUROBO PHARMACEUTICALS, INC.NeuroBo Pharmaceuticals, Inc. • November 3rd, 2022 • Pharmaceutical preparations • New York
THIS SERIES B 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 Shareholder Approval is received and effective (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from NeuroBo 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 shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (
Gemphire Therapeutics Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • June 13th, 2016 • Gemphire Therapeutics Inc. • Pharmaceutical preparations • New York
COMMON STOCK PURCHASE WARRANT NEUROBO PHARMACEUTICALS, INC.NeuroBo Pharmaceuticals, Inc. • October 4th, 2021 • 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 ___________ 1 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________2 (the “Termination Date”) but not thereafter, to subscribe for and purchase from NeuroBo Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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).
GEMPHIRE THERAPEUTICS INC., Issuer AND [TRUSTEE], TrusteeIndenture • September 1st, 2017 • Gemphire Therapeutics Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of [·], 20 , among GEMPHIRE THERAPEUTICS INC., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 4th, 2021 • NeuroBo Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 1, 2021, between NeuroBo 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”).
GEMPHIRE THERAPEUTICS INC. and , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF GEMPHIRE THERAPEUTICS INC. FORM OF PREFERRED STOCK WARRANT AGREEMENTWarrant Agreement • September 1st, 2017 • Gemphire Therapeutics Inc. • Pharmaceutical preparations • New York
PREFERRED STOCK WARRANT AGREEMENT(this “Agreement”), dated as of between GEMPHIRE THERAPEUTICS INC., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
GEMPHIRE THERAPEUTICS INC. and , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENTCommon Stock Warrant Agreement • September 1st, 2017 • Gemphire Therapeutics Inc. • Pharmaceutical preparations • New York
COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between GEMPHIRE THERAPEUTICS INC., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
NEUROBO PHARMACEUTICALS, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY LLC, as Warrant Agent Warrant Agency Agreement Dated as of November 8, 2022 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • November 8th, 2022 • NeuroBo Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
WARRANT AGENCY AGREEMENT, dated as of November 8, 2022 (“Agreement”), by and between Neurobo Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company LLC, with offices at 6201 15th Avenue, Brooklyn, New York 11219 (the “Warrant Agent”).
2,397,003 SHARES of Common Stock, 2,602,997 SHARES OF SERIES B CONVERTIBLE PREFERRED STOCK (CONVERTIBLE INTO 2,602,997 SHARES OF COMMON STOCK), 5,000,000 SERIES A Warrants (EXERCISABLE FOR 5,000,000 SHARES OF COMMON STOCK) and 5,000,000 SERIES B...Underwriting Agreement • November 8th, 2022 • NeuroBo Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
The undersigned, NeuroBo Pharmaceuticals, Inc., a corporation incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of NeuroBo Pharmaceuticals, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Ladenburg Thalmann & Co. Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
SERIES B COMMON STOCK PURCHASE WARRANT NEUROBO PHARMACEUTICALS, INC.NeuroBo Pharmaceuticals, Inc. • November 8th, 2022 • Pharmaceutical preparations • New York
THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Dong-A ST Co., Ltd. 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 Initial Exercise Date (as defined below) and on or prior to 5:00 p.m. (New York City time) on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from NeuroBo Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to 5,000,000 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).
GEMPHIRE THERAPEUTICS INC. and , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF GEMPHIRE THERAPEUTICS INC. FORM OF DEBT SECURITIES WARRANT AGREEMENTDebt Securities Warrant Agreement • September 1st, 2017 • Gemphire Therapeutics Inc. • Pharmaceutical preparations • New York
DEBT SECURITIES WARRANT AGREEMENT(this “Agreement”), dated as of between GEMPHIRE THERAPEUTICS INC., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 13th, 2017 • Gemphire Therapeutics Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 10, 2017 by and among Gemphire Therapeutics Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
UNDERWRITING AGREEMENTUnderwriting Agreement • October 24th, 2022 • NeuroBo Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
The undersigned, NeuroBo Pharmaceuticals, Inc., a corporation incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of NeuroBo Pharmaceuticals, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Ladenburg Thalmann & Co. Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
UNDERWRITING AGREEMENTUnderwriting Agreement • February 12th, 2018 • Gemphire Therapeutics Inc. • Pharmaceutical preparations • New York
Gemphire Therapeutics Inc., a Delaware corporation (the “Company”), proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 3,142,858 shares (the “Firm Shares”) of common stock, $0.001 par value per share (the “Common Stock”), of the Company. The Company has also granted to the several Underwriters an option to purchase up to 471,429 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Underwriting Agreement are herein collectively called the “Securities.”
SHARES of Common Stock, _________ SHARES OF SERIES B CONVERTIBLE PREFERRED STOCK (CONVERTIBLE INTO ______ SHARES OF COMMON STOCK), _______ SERIES A Warrants (EXERCISABLE FOR ______ SHARES OF COMMON STOCK) and _______ SERIES B Warrants (EXERCISABLE FOR...Underwriting Agreement • November 3rd, 2022 • NeuroBo Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
The undersigned, NeuroBo Pharmaceuticals, Inc., a corporation incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of NeuroBo Pharmaceuticals, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Ladenburg Thalmann & Co. Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 15th, 2020 • NeuroBo Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 13, 2020, between NeuroBo 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”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: GEMPHIRE THERAPEUTICS INC., a Delaware corporation; GR MERGER SUB INC., a Delaware corporation; and NEUROBO PHARMACEUTICALS, INC., a Delaware corporation Dated as of July 24, 2019Agreement and Plan of Merger and Reorganization • July 25th, 2019 • Gemphire Therapeutics Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of July 24, 2019, by and among GEMPHIRE THERAPEUTICS INC., a Delaware corporation (“Parent”), GR MERGER SUB INC., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and NEUROBO PHARMACEUTICALS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
SERIES A COMMON STOCK PURCHASE WARRANT NEUROBO PHARMACEUTICALS, INC.NeuroBo Pharmaceuticals, Inc. • November 3rd, 2022 • Pharmaceutical preparations • New York
THIS SERIES A 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 Shareholder Approval is received and effective (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the first anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from NeuroBo 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 shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (
Employment AgreementEmployment Agreement • March 4th, 2024 • NeuroBo Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS EMPLOYMENT AGREEMENT (this “Agreement”) by and between NeuroBo Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Marshall H. Woodworth (the “Executive”) is entered into by the Company and the Executive and made effective as of March 1, 2024 (the “Effective Date”).
INDEMNIFICATION AGREEMENT Effective Date: , 2019Indemnification Agreement • December 31st, 2019 • Gemphire Therapeutics Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”), is made as of the Effective Date set forth above, between NEUROBO PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), whose address is 177 Huntington Avenue, Suite 1700, Boston, MA 02115, and (“Indemnitee”).
ContractStock Option Agreement • September 3rd, 2019 • Gemphire Therapeutics Inc. • Pharmaceutical preparations • Delaware
THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 14th, 2022 • NeuroBo Pharmaceuticals, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 14, 2022, by and among NeuroBo Pharmaceuticals, Inc. (the “Company”), Dong-A ST Co., Ltd. (“Dong-A”), and The E&Healthcare Investment Fund II, The E&Healthcare Investment Fund No. 6 and The E&Healthcare Investment Fund No. 7 (together, with their general partner, E&Investment, Inc., “E&I”).
WEWORK MEMBERSHIP AGREEMENTMembership Agreement • March 30th, 2020 • NeuroBo Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Agreement, including the Terms and Conditions and Membership Details Form, will be effective when signed by both parties. In the event of any conflict between the Terms and Conditions and the Membership Details Form, the Membership Details Form shall prevail.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 13th, 2017 • Gemphire Therapeutics Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 10, 2017 by and among Gemphire Therapeutics Inc., a Delaware corporation (the “Company”), and each purchaser listed on Schedule A attached hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
LEAK-OUT AGREEMENTLeak-Out Agreement • November 3rd, 2022 • NeuroBo Pharmaceuticals, Inc. • Pharmaceutical preparations
This agreement (the “Leak-Out Agreement”) is being delivered to you in connection with an understanding by and between NeuroBo Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the person or persons named on the signature pages hereto (collectively, the “Holder”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 14th, 2022 • NeuroBo Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 14, 2022 by and between NeuroBo Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Dong-A ST Co., Ltd., a Korean company (“Purchaser”).
GEMPHIRE THERAPEUTICS INC. EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • September 1st, 2017 • Gemphire Therapeutics Inc. • Pharmaceutical preparations • New York
As further set forth in this agreement (this “Agreement”), Gemphire Therapeutics Inc., a company organized under the laws of Delaware (the “Company”), proposes to issue and sell from time to time through Piper Jaffray & Co. (the “Agent”), as sales agent, the Company’s common stock, par value $0.001 per share (the “Common Stock”) (such shares of Common Stock to be sold pursuant to this Agreement, the “Shares”) on terms set forth herein. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in Section 2 of this Agreement on the number of Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance.
Gemphire Therapeutics Inc. 17199 N. Laurel Park Drive, Suite 401 Livonia, MI 48152 NeuroBo Pharmaceuticals, Inc.Lock-Up Agreement • July 25th, 2019 • Gemphire Therapeutics Inc. • Pharmaceutical preparations • Delaware
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 25th, 2017 • Gemphire Therapeutics Inc. • Pharmaceutical preparations • Michigan
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of July 24, 2017 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation with a loan production office located at 380 Interlocken Crescent, Suite 600, Broomfield, Colorado 80021 (“Bank”), and GEMPHIRE THERAPEUTICS INC., a Delaware corporation with offices located at 17199 N. Laurel Park Drive, Suite 401, Livonia, Michigan 48152 (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
VOTING AGREEMENTVoting Agreement • July 25th, 2019 • Gemphire Therapeutics Inc. • Pharmaceutical preparations • Delaware
This VOTING AGREEMENT (this “Agreement”) is entered into as of July __, 2019, among Gemphire Therapeutics Inc., a Delaware corporation (“Parent”), NeuroBo Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the undersigned stockholder (the “Stockholder”) of Parent.
POWERSCOURT OFFICE BUILDING LEASELease • June 13th, 2016 • Gemphire Therapeutics Inc. • Pharmaceutical preparations
THIS LEASE is made between the Landlord and Tenant hereinafter identified in Paragraph 1(b) and 1(c) hereof, respectively, and constitutes a Lease between the parties of the “demised premises” in the “Building” as defined in Paragraph 2 hereof on the terms and conditions and with and subject to the covenants and agreements of the parties hereinafter set forth.
LICENSE AGREEMENTLicense Agreement • June 13th, 2016 • Gemphire Therapeutics Inc. • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (“Agreement”) is made effective as of the 16th day of April, 2011 (the “Effective Date”), by and between Michigan Life Therapeutics, LLC a corporation organized and existing under the laws of Michigan with offices at 2020 Shadford Road, Ann Arbor, MI 48104 (“LICENSEE”) and Pfizer Inc., a corporation organized and existing under the laws of Delaware with offices at 235 East 42nd Street, New York, NY 10017 (“PFIZER”). LICENSEE and PFIZER may, from time-to-time, be individually referred to as a “Party” and collectively referred to as the “Parties”.
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • December 31st, 2019 • Gemphire Therapeutics Inc. • Pharmaceutical preparations • Delaware
This CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of December 30, 2019 (the “Effective Date”), is entered into by and among Gemphire Therapeutics Inc., a Delaware corporation (“Parent”), Grand Rapids Holders’ Representative, LLC, as representative of the Holders (the “Holders’ Representative”), and Computershare Inc., as Rights Agent.
