SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 26th, 2023 • Inhibikase Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 25, 2023, between Inhibikase 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 26th, 2023 • Inhibikase Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 25, 2023, between Inhibikase 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 AGREEMENT between INHIBIKASE THERAPEUTICS, INC and THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. as Representative of the Several UnderwritersUnderwriting Agreement • June 16th, 2021 • Inhibikase Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
The undersigned, Inhibikase Therapeutics, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity, a division of Fordham Financial Management, 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:
PRE-FUNDED COMMON STOCK PURCHASE WARRANT INHIBIKASE THERAPEUTICS, INC.Inhibikase Therapeutics, Inc. • April 25th, 2024 • Biological products, (no disgnostic substances)
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 Inhibikase 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 share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
INHIBIKASE THERAPEUTICS, INC. INDEMNIFICATION AGREEMENT INDEMNIFICATION AGREEMENTIndemnification Agreement • July 23rd, 2020 • Inhibikase Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [●], 2020 between Inhibikase Therapeutics, Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT INHIBIKASE THERAPEUTICS, INC.Inhibikase Therapeutics, Inc. • January 26th, 2023 • Biological products, (no disgnostic substances)
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 set forth above and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Inhibikase 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 share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT INHIBIKASE THERAPEUTICS, INC.Common Stock Purchase Warrant • April 25th, 2024 • Inhibikase Therapeutics, Inc. • Biological products, (no disgnostic substances)
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 City time) on April [•], 2029 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Inhibikase 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 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 26th, 2023 • Inhibikase Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 25, 2023, between Inhibikase 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”).
WARRANT TO PURCHASE COMMON STOCK INHIBIKASE THERAPEUTICS, INC.Inhibikase Therapeutics, Inc. • June 16th, 2021 • Biological products, (no disgnostic substances)
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 June 15, 2022, which is one (1) year immediately following the Commencement Date (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to 5:00 p.m. (New York time) on June 15, 2026, the date that is five (5) years following the Commencement Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from INHIBIKASE THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to SEVEN HUNDRED AND FIFTY THOUSAND (750,000)1 shares of Common Stock, par value $0.001 per share (the “Common Stock”), of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Pric
PLACEMENT AGENT PURCHASE WARRANT INHIBIKASE THERAPEUTICS, INC.Inhibikase Therapeutics, Inc. • April 25th, 2024 • Biological products, (no disgnostic substances)
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 City time) on April [•], 2029 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Inhibikase 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 share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AT THE MARKET OFFERING AGREEMENT February 1, 2024Market Offering Agreement • February 1st, 2024 • Inhibikase Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
Inhibikase Therapeutics, 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:
INHIBIKASE THERAPEUTICS, INC. EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • May 17th, 2022 • Inhibikase Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
As further set forth in this agreement (this “Agreement”), Inhibikase Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell from time to time through Piper Sandler & 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.
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT INHIBIKASE THERAPEUTICS, INC.Inhibikase Therapeutics, Inc. • January 26th, 2023 • Biological products, (no disgnostic substances)
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 set forth above and on or prior to 5:00 p.m. (New York City time) on January 25, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Inhibikase 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 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 • April 25th, 2024 • Inhibikase Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April [•], 2024, between Inhibikase 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”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • April 25th, 2024 • Inhibikase Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
EMPLOYMENT AGREEMENTEmployment Agreement • July 23rd, 2020 • Inhibikase Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS EMPLOYMENT AGREEMENT (the “Agreement”), effective as of the closing of the initial public offering (the “Effective Date”) of Inhibikase Therapeutics, Inc., a Delaware corporation, with its principal place of business located at 3350 Riverwood Parkway, Suite 1900, Atlanta, Georgia 30339 (the “Company”) is entered into by and between Milton H. Werner, Ph.D., an individual currently residing at 874 Birds ML SE, Marietta, Georgia, 30067 (“Executive”) and the Company. Except as otherwise defined herein, capitalized terms and phrases shall have the meaning ascribed thereto in Section 13 of this Agreement.
ContractInhibikase Therapeutics, Inc. • July 23rd, 2020 • Biological products, (no disgnostic substances)
These General Terms and Conditions apply to Office/Co-Working, Virtual Office and Membership agreements for services We supply to You.
WARRANTInhibikase Therapeutics, Inc. • September 15th, 2020 • Biological products, (no disgnostic substances) • Delaware
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.
June 15, 2018 Joseph Ventures Allium LLC c/o Michael P. Ross New York, NY 10024-1593 Re: Side LetterInhibikase Therapeutics, Inc. • July 23rd, 2020 • Biological products, (no disgnostic substances)
Reference is made to that certain Subscription Agreement (the “Subscription Agreement”) between Inhibikase Therapeutics, Inc. (the “Company”) and Joseph Ventures Allium LLC (the “Subscriber”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Subscription Agreement.
INHIBIKASE THERAPEUTICS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • April 19th, 2024 • Inhibikase Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of April 1, 2024 (the “Effective Date”), by and between INHIBIKASE THERAPEUTICS, INC. (the “Company”), and Garth Lees-Rolfe (the “Employee”).
RESTATED AGREEMENT TOInhibikase Therapeutics, Inc. • September 15th, 2020 • Biological products, (no disgnostic substances) • Georgia
THE AGREEMENT TO REPAY AN INDIVIDUAL LOAN (the “Agreement”) that was initially entered into on the 5th of February, 2020 is RESTATED this 13th day of June, 2020 (the “Effective Date”), into by and between Inhibikase Therapeutics, Inc., a Delaware corporation (“Corporation”) and Milton H. Werner, Ph.D., individually a resident of the State of Georgia (“the Individual“).
AGREEMENT TO REPAY INDIVIDUAL LOANInhibikase Therapeutics, Inc. • September 15th, 2020 • Biological products, (no disgnostic substances) • Georgia
THIS AGREEMENT TO REPAY AN INDIVIDUAL LOAN (the “Agreement”) is entered this 5th day of February, 2020 (the “Effective Date”), into by and between Inhibikase Therapeutics, Inc., a Delaware corporation (“Corporation”) and Milton H. Werner, Ph.D., individually a resident of the State of Georgia (“the Individual”).
INHIBIKASE THERAPEUTICS, INC. 2020 EQUITY INCENTIVE PLAN STOCK OPTION GRANT NOTICE AND AWARD AGREEMENTNotice And • March 8th, 2022 • Inhibikase Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
Inhibikase Therapeutics, Inc., a Delaware corporation (the “Company”), pursuant to its 2020 Equity Incentive Plan (the “Plan”), hereby grants to the individual listed below (“Participant”) an option to purchase the number of Shares set forth below (the “Option”). The Option described in this Stock Option Grant Notice (the “Grant Notice”) is subject to the terms and conditions set forth in the Award Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, capitalized terms used in this Grant Notice and the Agreement will have the meanings defined in the Plan.
Amendment 1 Employment Agreement for Milton H. Werner, PhD Chief Executive Officer and PresidentInhibikase Therapeutics, Inc. • March 8th, 2022 • Biological products, (no disgnostic substances)
Pursuant to the Compensation Committee recommendations of February 24, 2022 to the Board of Directors of Inhibikase Therapeutics, Inc. (the “Company”), the following modification is made to the Employment Agreement of Dr. Milton Werner dated December 28, 2020:
Inhibikase Therapeutics, Inc. Employment Agreement Milton H. Werner, Ph.D.Employment Agreement • July 23rd, 2020 • Inhibikase Therapeutics, Inc. • Biological products, (no disgnostic substances) • Georgia
THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of April 1, 2014 (the “Effective Date”) is entered into by and between Milton H. Werner, Ph.D., an individual currently residing at 874 Birds ML SE, Marietta, Georgia, 30067 (“Executive”), and Inhibikase Therapeutics, Inc., a Delaware corporation, with its principal place of business located at 3350 Riverwood Parkway, Suite 1900, Atlanta, Georgia 30339 (the “Company”). Except as otherwise defined herein, capitalized terms and phrases shall have the meaning ascribed thereto in Section 14 of this Agreement.
LETTER AGREEMENT TO RESTATED AGREEMENT TO REPAY INDIVIDUAL LOANLetter Agreement • September 15th, 2020 • Inhibikase Therapeutics, Inc. • Biological products, (no disgnostic substances)
Reference is made to that certain Restated Agreement to Repay Individual Loan, dated June 13, 2020 (the “Agreement”), by and between Inhibikase Therapeutics, Inc., a Delaware corporation (the “Corporation”) and Milton H. Werner, Ph.D. (the “Individual”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.
LICENSE AGREEMENT by and between EMORY UNIVERSITY and INHIBIKASE THERAPEUTICS, INC.License Agreement • October 16th, 2018 • Inhibikase Therapeutics, Inc. • Biological products, (no disgnostic substances) • Georgia
THIS LICENSE AGREEMENT is made and entered into as of the 8th day of June 2010 (hereinafter referred to as the “Effective Date”) by and between EMORY UNIVERSITY, a nonprofit Georgia corporation with offices located at 1599 Clifton Road NE, 4th Floor, Mailstop 1599/001/1AZ Atlanta, Georgia 30322 (hereinafter referred to as "EMORY") and INHIBIKASE THERAPEUTICS, INC., a Delaware corporation having a principal place of business located at 3375 Spring Hill Parkway, Suite 811, Smyrna, GA (hereinafter referred to as "COMPANY"). EMORY and COMPANY shall be hereinafter referred to singularly as “Party” and together as “Parties."
AMENDMENT TO PROMISSORY NOTEPromissory Note • November 3rd, 2020 • Inhibikase Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Amendment to Promissory Note (this “Amendment”), entered into and effective on October 30, 2020 (the “Effective Date”), amends that certain Amended and Restated Second Convertible Revolving Demand Promissory 2020 Note dated August 31, 2020, (the “2020 Note”), by and between Inhibikase Therapeutics, Inc. (“Maker”) and Flagship Consulting, Inc. (“Payee”). Certain capitalized terms used below but not otherwise defined shall have the meanings given to such terms in the 2020 Note.
INHIBIKASE THERAPEUTICS, INC CONSULTING AGREEMENTConsulting Agreement • July 23rd, 2020 • Inhibikase Therapeutics, Inc. • Biological products, (no disgnostic substances) • Georgia
CONSULTING AGREEMENT (the “Agreement”) is made and entered into as of the date indicated below (the “Effective Date”) between Inhibikase Therapeutics, Inc., a Delaware C Corporation (“Company”), and [NAME] (the “Consultant”). Company and Consultant are sometimes collectively referred to in this Agreement as the “Parties.”
Inhibikase Therapeutics Collaboration AGREEMENT With Parkinson’s InstituteInhibikase Therapeutics Collaboration Agreement • October 16th, 2018 • Inhibikase Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Company Sponsored Research Agreement (this “Agreement”), effective as of the date of the latest signature appearing on the signature page below (“Effective Date”), is by and between Parkinson’s Institute, with a principal place of business at 675 Almanor Avenue, Sunnyvale CA 94085 (“Institute”), and Inhibikase Therapeutics, Inc., with principal offices located at 3350 Riverwood Pkwy SE, Ste 1900, Atlanta, Georgia, 30339 (“Company”), and is subject to the terms and conditions set forth herein.
LICENSE AGREEMENTLicense Agreement • October 16th, 2018 • Inhibikase Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS LICENSE AGREEMENT is entered into this 18th day of June 2010 (the “Effective Date”) by and between DUKE UNIVERSITY ("DUKE"), a nonprofit educational and research institution organized under the laws of North Carolina, having a place of business at Durham, North Carolina 27710, and INHIBIKASE THERAPEUTICS, INC. ("Licensee"), a corporation organized under the laws of Delaware, with its corporate headquarters at 3375 Spring Hill Parkway, Suite 811, Smyrna, GA 30080. DUKE and Licensee shall hereinafter be referred to in the singular as a “Party” and collectively and the “Parties.”
SUBSCRIPTION AGREEMENTSubscription Agreement • July 23rd, 2020 • Inhibikase Therapeutics, Inc. • Biological products, (no disgnostic substances) • Georgia
This Subscription Agreement (this “Agreement”) is being delivered to the subscriber identified on the signature page to this Agreement (the “Subscriber”) in connection with its investment in the Common Stock, $[PRICE] per share, of Inhibikase Therapeutics, Inc., a Delaware corporation (the “Company”).
VIA EMAIL ONLY gdion@oharaco.com Ms. Gisele Dion Stoneham MA 02180Inhibikase Therapeutics, Inc. • September 1st, 2022 • Biological products, (no disgnostic substances) • Delaware
This Director Offer Letter constitutes an agreement (“Agreement”) between you and Inhibikase Therapeutics, Inc. (“Company”) and contains all of the terms and conditions relating to your service to the Company as a Class II member of our Board of Directors (“Board”).
confidentialConsulting Agreement • September 15th, 2020 • Inhibikase Therapeutics, Inc. • Biological products, (no disgnostic substances) • Georgia
THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into as of the date indicated below (the "Effective Date") between Inhibikase Therapeutics, LLC, a Georgia limited liability company ("Company"), and Flagship Consulting, Inc. a Delaware corporation (the "Consultant"). Company and Consultant are sometimes collectively referred to in this Agreement as the "Parties."
INHIBIKASE THERAPEUTICS FIRST AMENDMENT TO COLLABORATIVE RESEARCH AND DEVELOPMENT AGREEMENTAnd Development Agreement • October 16th, 2018 • Inhibikase Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS FIRST AMENDMENT TO THE COLLABORATIVE RESEARCH AND DEVELOPMENT AGREEMENT (“Agreement”) is entered into with an effective date as of the 5th day of October 2012 (the “Amendment Effective Date”) by and among, on the one hand, Inhibikase Therapeutics, Inc., a Delaware corporation, with offices located at 3350 Riverwood Parkway, Suite 1927, Atlanta, Georgia (the “Company”) and, on the other hand, Sphaera Pharma Pte. Ltd., a company incorporated under the laws of Singapore with its registered office at 8 Temasek Boulevard, #22-03 Suntec Tower 3, Singapore 038988 (“Sphaera Singapore”) and Sphaera Pharma Pvt. Ltd., with its registered office at E-375, First Floor, Greater Kailash-II, New Delhi-110048, INDIA (“Sphaera India”)(together with Sphaera Singapore, hereinafter referred to as “Sphaera Pharma”). (Company and Sphaera Pharma shall be referred to individually as a “Party” and collectively as the “Parties.”) Except as otherwise provided in this Agreement, capitalized terms and phrases
