UNDERWRITING AGREEMENT between AVENUE THERAPEUTICS, INC. and AEGIS CAPITAL CORP., as Representative of the Several Underwriters AVENUE THERAPEUTICS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • December 13th, 2021 • Avenue Therapeutics, Inc. • Pharmaceutical preparations • New York
The undersigned, Avenue Therapeutics, 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) as being subsidiaries or affiliates of Avenue Therapeutics, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (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:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 2nd, 2023 • Avenue Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 31, 2023, between Avenue Therapeutics, 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 • October 24th, 2023 • Avenue Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of ____, 2023, between Avenue Therapeutics, 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”).
SERIES A COMMON STOCK PURCHASE WARRANT AVENUE THERAPEUTICS, INC.Avenue Therapeutics, Inc. • January 8th, 2024 • 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 Stockholder Approval Date (as hereinafter defined) (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the five (5) year anniversary of the Initial Exercise Date, provided that, if such date is not a Trading Day, the immediately following Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from Avenue Therapeutics, Inc., a Delaware corporation (the “Company”), up to [•] shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). 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).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 1st, 2023 • Avenue Therapeutics, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 27, 2023, between Avenue Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
Underwriting AgreementUnderwriting Agreement • October 5th, 2022 • Avenue Therapeutics, Inc. • Pharmaceutical preparations • New York
Shares* Avenue Therapeutics, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 22nd, 2017 • Avenue Therapeutics, Inc. • Pharmaceutical preparations • New York
Avenue Therapeutics, 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 [__________] shares of its Common Stock, par value $0.0001 per share (the “Common Stock”). The aggregate of [_______] 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 [________] 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.”
WARRANT TO PURCHASE COMMON STOCK AVENUE THERAPEUTICS, INC.Avenue Therapeutics, Inc. • February 1st, 2023 • Pharmaceutical preparations • New York
THIS WARRANT TO PURCHASE COMMON STOCK (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 January 29, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Avenue Therapeutics, 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 (1) share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Shares* Avenue Therapeutics, Inc. Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • June 23rd, 2017 • Avenue Therapeutics, Inc. • Pharmaceutical preparations • New York
Avenue Therapeutics, 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 [__________] shares of its Common Stock, par value $0.0001 per share (the “Common Stock”). The aggregate of [_______] 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 [________] 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.” Oppenheimer & Co. Inc. is acting as the representative of the several Underwriters and in such capacity is referred to in this Agreement as the “Representative.”
Warrant Agent AgreementWarrant Agent Agreement • November 2nd, 2023 • Avenue Therapeutics, Inc. • Pharmaceutical preparations
This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of October 31, 2023 is by and between Avenue Therapeutics, Inc, a Delaware corporation (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • November 2nd, 2023 • Avenue Therapeutics, Inc. • Pharmaceutical preparations • New York
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • January 12th, 2017 • Avenue Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is effective as of February 17, 2015, by and between Avenue Therapeutics, Inc. a Delaware corporation (the “Company”), and Fortress Biotech, Inc., a Delaware corporation (the “Manager” and individually a “Party” or collectively the “Parties”).
RD SECURITIES PURCHASE AGREEMENTRd Securities Purchase Agreement • February 1st, 2023 • Avenue Therapeutics, Inc. • Pharmaceutical preparations • New York
This RD Securities Purchase Agreement (this “Agreement”) is dated as of January 27, 2023, between Avenue Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (including their respective successors and assigns, each a “Purchaser” and collectively, the “Purchasers”).
AMENDED AND RESTATED FOUNDERS AGREEMENTFounders Agreement • January 12th, 2017 • Avenue Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED FOUNDERS AGREEMENT (this “Agreement”) is made as of September 13, 2016 (the “Effective Date”) by and between Fortress Biotech, Inc., a Delaware corporation (the “Founder”), and Avenue Therapeutics, Inc., a Delaware corporation (the “Company”).
PIPE SECURITIES PURCHASE AGREEMENTPipe Securities Purchase Agreement • February 1st, 2023 • Avenue Therapeutics, Inc. • Pharmaceutical preparations • New York
This PIPE Securities Purchase Agreement (this “Agreement”) is dated as of January 27, 2023, between Avenue Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (including their respective successors and assigns, each a “Purchaser” and collectively, the “Purchasers”).
Asset Transfer and License AgreementAssignment and Assumption Agreement • March 13th, 2017 • Avenue Therapeutics, Inc. • Pharmaceutical preparations • New York
This Asset Transfer and License Agreement (the “Agreement”), is entered into as of February 17, 2015 (the “Effective Date”), by and between Revogenex Ireland Limited, an Irish limited company (“Revogenex”), and Coronado Biosciences, Inc., a Delaware corporation (“Coronado”). Coronado and Revogenex are both referred to herein as “Parties” or each individually, as a “Party.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 11th, 2019 • Avenue Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (as may be amended or modified from time to time, this “Agreement”) is made and entered into as of February 8, 2019 by and among Avenue Therapeutics, Inc., a Delaware corporation (the “Company”), and InvaGen Pharmaceuticals Inc., a New York corporation (“Buyer”).
Avenue Therapeutics, Inc. - Lock-up Agreement January 27, 2023Lock-Up Agreement • February 1st, 2023 • Avenue Therapeutics, Inc. • Pharmaceutical preparations
Underwriting AgreementUnderwriting Agreement • October 12th, 2022 • Avenue Therapeutics, Inc. • Pharmaceutical preparations • New York
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 12th, 2017 • Avenue Therapeutics, Inc. • Pharmaceutical preparations • New York
This Executive Employment Agreement (this “Agreement”) is made and entered into as of June 10, 2015 by and between Avenue Therapeutics, Inc. (the “Company”) and Lucy Lu, M.D. (“Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 12th, 2023 • Avenue Therapeutics, Inc. • Pharmaceutical preparations • New York
This Registration Rights Agreement (the “Agreement”), dated as of February 28, 2023, is made by and among Avenue Therapeutics, Inc. a Delaware corporation (the “Company”), and AnnJi Pharmaceutical Co. Ltd. (“Annji”).
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 14th, 2018 • Avenue Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”) is entered into effective as of this 12th day of November, 2018, by and between Avenue Therapeutics, Inc., a Delaware corporation (the “Company”) and Lucy Lu, M.D. (the “Executive”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • November 14th, 2018 • Avenue Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS VOTING AND SUPPORT AGREEMENT (as may be amended or modified from time to time, this “Agreement”) is made and entered into as of November 12, 2018, by and among Avenue Therapeutics, Inc., a Delaware corporation (the “Company”), the stockholders of the Company listed on Schedule A hereto (the “Stockholders” and each individually a “Stockholder”), and InvaGen Pharmaceuticals Inc., a New York corporation (“Buyer”).
License AgreementLicense Agreement • May 12th, 2023 • Avenue Therapeutics, Inc. • Pharmaceutical preparations • New York
This License Agreement (this “Agreement”) is made and entered into effective as of February 28, 2023 (the “Effective Date”) by and between AnnJi Pharmaceutical Co. Ltd., a Taiwanese corporation having its principal office at B405, No. 18, Siyuan St., Zhongzheng Dist., Taipei City 100, Taiwan (“Licensor”), and Avenue Therapeutics, Inc., a Delaware corporation having its principal office at 2 Gansevoort Street, 9th Floor, New York NY 10014, USA (“Avenue”). Each of Licensor and Avenue may be referred to herein individually as a “Party,” and collectively as the “Parties.”
FORM OF CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • February 11th, 2019 • Avenue Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [__] (as may be amended or modified from time to time, this “Agreement”), is entered into by and between Avenue Therapeutics, Inc., a Delaware corporation (the “Company”), and [__],a [__] trust company as rights agent (as qualified in Section 1.1 below, the “Rights Agent”) in favor of the Holders (as defined in Section 1.1).
STOCK PURCHASE AND MERGER AGREEMENTStock Purchase and Merger Agreement • November 14th, 2018 • Avenue Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This STOCK PURCHASE AND MERGER AGREEMENT (this “Agreement”) is made and entered into as of November 12, 2018, by and among InvaGen Pharmaceuticals Inc., a New York Corporation (“Buyer”), Madison Pharmaceuticals Inc., a Delaware corporation and a wholly-owned Subsidiary of Buyer (“Merger Sub”), and Avenue Therapeutics, Inc., a Delaware corporation (the “Company”).
Amendment 2 to Asset Transfer and License AgreementTransfer and License Agreement • May 22nd, 2017 • Avenue Therapeutics, Inc. • Pharmaceutical preparations
This second amendment ("Amendment 2") to the Asset Transfer and License Agreement by and between Revogenex Ireland Limited, an Irish limited company ("Revogenex"), and Fortress Biotech, Inc. (f/k/a Coronado Biosciences, Inc.), a Delaware corporation ("Fortress") dated as of February 17, 2015 (the "Agreement"), is entered into as of May 4th, 2017. Fortress and Revogenex are both referred to herein as "Parties" or each individually, as a "Party."
ContractAvenue Therapeutics, Inc. • September 8th, 2023 • Pharmaceutical preparations
This letter agreement shall be governed by the laws of the State of Delaware, without regards to the principles of conflict of laws that would otherwise require the application of the law of any other state. Each party hereto waives any right to a jury trial in connection with any litigation pursuant to this letter agreement. This letter agreement constitutes the entire agreement among the parties with respect to the subject matter hereof, and may be executed in one or more counterparts (including by electronic mail or in .pdf), each of which shall be deemed an original, and all of which shall constitute one and the same agreement.
FACILITY AGREEMENTFacility Agreement • August 14th, 2020 • Avenue Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This FACILITY AGREEMENT, dated as of June 12, 2020 (as may be amended or modified from time to time, this “Facility Agreement”), is entered into by and among AVENUE THERAPEUTICS, INC., a Delaware corporation (the “Borrower”), INVAGEN PHARMACEUTICALS INC., a New York corporation (“Lender 1”) and FORTRESS BIOTECH, INC., a Delaware corporation (“Lender 2” and, together with Lender 1, each a “Lender” and, collectively, the “Lenders”).
AMENDMENT NO. 1 TO MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • March 1st, 2018 • Avenue Therapeutics, Inc. • Pharmaceutical preparations • New York
This AMENDMENT NO. 1 (the “Amendment”) dated May 15, 2017, is to that certain MANAGEMENT SERVICES AGREEMENT (the “Agreement”) which was effective as of February 17, 2015, by and between Avenue Therapeutics, Inc. a Delaware corporation (the “Company”), and Fortress Biotech, Inc., a Delaware corporation (the “Manager” and individually a “Party” or collectively the “Parties”).
SECOND AMENDMENT TO CONSULTING AGREEMENTConsulting Agreement • March 13th, 2017 • Avenue Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS SECOND AMENDMENT TO CONSULTING AGREEMENT (this “Amendment”) is made as of this 2nd day of August, 2016 (the “Effective Date”) between Scott A. Reines, MD, PhD, having an address at 11 W Bridlewood Drive, New Hope, PA 18938 (“Consultant”), and Avenue Therapeutics, Inc., and its affiliates, having offices at 2 Gansevoort, 9th Floor, New York, NY 10014 (“Avenue”).
AVENUE THERAPEUTICS, INC.Stock Option Agreement • July 5th, 2023 • Avenue Therapeutics, Inc. • Pharmaceutical preparations • Delaware
Unless otherwise defined herein, the terms defined in the 2015 Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement.
Indemnification AGREEMENTIndemnification Agreement • November 14th, 2018 • Avenue Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS Indemnification AGREEMENT (as amended or modified from time to time, this “Agreement”) is made and entered into as of November 12, 2018, by and among InvaGen Pharmaceuticals Inc., a New York Corporation (“Buyer”), and Fortress Biotech, Inc., a Delaware corporation (“Fortress”).
CONSULTING AGREEMENTConsulting Agreement • January 12th, 2017 • Avenue Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS CONSULTING AGREEMENT (this “Agreement”), effective as of this 22 day of July, 2015 (“Effective Date”) is by and between Scott A. Reines, MD, PhD having an address set forth below (hereinafter referred to as “Consultant”) and Avenue Therapeutics, Inc. and its affiliates, having offices at 3 Columbus Circle, 1511’ Floor, New York, NY 10019 (“Avenue”).
THIRD AMENDMENT TO CONSULTING AGREEMENTConsulting Agreement • March 13th, 2017 • Avenue Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS THIRD AMENDMENT TO CONSULTING AGREEMENT (this “Amendment”) is made on this 28th day of February 2017 with the amendment contained herein to be effective as of July 22, 2015 (the “Effective Date”) between Scott A. Reines, MD, PhD (“Consultant”) and Avenue Therapeutics, Inc., having offices at 2 Gansevoort, 9th Floor, New York, NY 10014 (“Avenue”).
