SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 26th, 2021 • Scopus BioPharma Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 21, 2021 between Scopus 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 26th, 2021 • Scopus BioPharma Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 21, 2021, between Scopus 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 AGREEMENTUnderwriting Agreement • August 15th, 2019 • Scopus BioPharma Inc. • Pharmaceutical preparations • New York
ContractScopus BioPharma Inc. • August 15th, 2019 • Pharmaceutical preparations • New York
THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT THIS PURCHASE OPTION SHALL NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THE SECURITIES FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS IMMEDIATELY FOLLOWING THE EFFECTIVE DATE, AS HEREAFTER DEFINED. THIS PURCHASE OPTION IS NOT EXERCISABLE AFTER FIVE YEARS FROM THE EFFECTIVE DATE.
COMMON STOCK PURCHASE WARRANT SCOPUS BIOPHARMA INC.Common Stock Purchase Warrant • November 1st, 2019 • Scopus BioPharma Inc. • Pharmaceutical preparations • Delaware
THIS COMMON STOCK PURCHASE WARRANT (this “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 prior to the close of business on July 31, 2023 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Scopus 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 one of a series of warrants issued in a private placement of the Company's securities (collectively, the “Warrants”).
SERIES B ADDITIONAL INVESTMENT OPTION SCOPUS BIOPHARMA, INC.Scopus BioPharma Inc. • November 26th, 2021 • Pharmaceutical preparations
THIS SERIES B ADDITIONAL INVESTMENT OPTION (the “AIO”) 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 Authorized Share Increase Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five year anniversary of the Authorized Share Increase Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Scopus Biopharma, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “AIO Shares”) of Common Stock. The purchase price of one share of Common Stock under this AIO shall be equal to the Exercise Price, as defined in Section 2(b).
RESEARCH AND LICENSE AGREEMENTResearch and License Agreement • August 15th, 2019 • Scopus BioPharma Inc. • Pharmaceutical preparations
This Research and License Agreement (“Agreement”) is made in Jerusalem this 8 day of August 2019 (the “Effective Date”), by and between:
ContractShare Purchase • January 26th, 2021 • Scopus BioPharma Inc. • Pharmaceutical preparations • New York
THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT THIS PURCHASE OPTION SHALL NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THE SECURITIES FOR A PERIOD OF ONE HUNDRED EIGHTY (180 DAYS) BEGINNING ON THE DATE OF COMMENCEMENT OF SALES. THIS PURCHASE OPTION IS NOT EXERCISABLE AFTER FIVE YEARS FROM THE CLOSING DATE.
SCOPUS BIOPHARMA INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 15th, 2020 • Scopus BioPharma Inc. • Pharmaceutical preparations • New York
IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY, INCLUDING THE MERITS AND RISKS INVOLVED. NEITHER THE NOTE NOR WARRANT HAS BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THE OFFERING DOCUMENTS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT, THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. IN ADDITION, THE PURCHASED SECURITIES MAY BEAR LEGENDS TO SUCH EFFECT AS SET FORTH HEREIN. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
UNDERWRITING AGREEMENTUnderwriting Agreement • August 10th, 2020 • Scopus BioPharma Inc. • Pharmaceutical preparations • New York
The undersigned, Scopus BioPharma Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with The Benchmark Company, LLC (hereinafter 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:
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • September 2nd, 2020 • Scopus BioPharma Inc. • Pharmaceutical preparations • New York
This MANAGEMENT SERVICES AGREEMENT ("Agreement") is made and entered into as of the 1st day of September, 2017, by and between HCFP/Strategy Advisors LLC, a Delaware limited liability company (“HCFP”), and Project18 Inc., a Delaware corporation ("Company").
RESEARCH AND LICENSE AGREEMENTResearch and License Agreement • September 2nd, 2020 • Scopus BioPharma Inc. • Pharmaceutical preparations
This Research and License Agreement (“Agreement”) is made in Jerusalem this 8 day of August 2019 (the “Effective Date”), by and between:
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • September 2nd, 2020 • Scopus BioPharma Inc. • Pharmaceutical preparations • New York
This MANAGEMENT SERVICES AGREEMENT ("Agreement") is made and entered into as of the 1st day of September, 2017, by and between Clil Medical Ltd., an Israeli corporation (“Clil"), and Project18 Inc., a Delaware corporation ("Company").
Second Amendment To the Cooperative Research and Development Agreement Between The National Institute on Alcohol Abuse and Alcoholism And Vital Spark, Inc.Scopus BioPharma Inc. • June 19th, 2019 • Pharmaceutical preparations
This Second Amendment (“Amendment No. 2”) between the National Institute on Alcohol Abuse and Alcoholism (“IC”), which is a component of the National Institutes of Health, an agency of the U.S. Department of Health and Human Services, having offices located at 5625 Fishers Lane, Bethesda, MD 20892, and Vital Spark, Inc. (“Collaborator”), having a principal place of business at 420 Lexington Avenue, Suite 300, New York, New York 10170, and incorporated in the State of Delaware (collectively, the “Parties”), will be effective as of the date of the last Authorized signature below (the “Amendment No. 2 Effective Date”).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • August 13th, 2021 • Scopus BioPharma Inc. • Pharmaceutical preparations • California
THIS EXCLUSIVE LICENSE AGREEMENT (the “Agreement”) is made and entered into as of the 25th day of June, 2021 (the “Effective Date”) by and Olimmune, Inc., a Delaware corporation having its principal place of business at 1021 N Everett St, Glendale, CA 91207 (“Licensee”), and City of Hope, a California nonprofit public benefit corporation located at 1500 East Duarte Road, Duarte, California 91010 (“City of Hope” or “COH”). Licensee and COH are each sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 22nd, 2020 • Scopus BioPharma Inc. • Pharmaceutical preparations • New York
This Amended and Restated Employment Agreement (this “Agreement”) is dated the 10th day of June, 2020, between Scopus BioPharma Inc., a Delaware corporation (“Company”), and Ashish P. Sanghrajka (“Executive”).
SCIENTIFIC ADVISORY BOARD MEMBER AGREEMENTScientific Advisory Board Member Agreement • August 15th, 2019 • Scopus BioPharma Inc. • Pharmaceutical preparations • New York
This Scientific Advisory Board Member Agreement (the “Agreement”) is made as of this ___ day of ____________, 201__ (the “Effective Date”) by and between Scopus BioPharma Inc. (the “Company”), having a principal place of business at 420 Lexington Avenue, Suite 300, New York, New York 10170, and _______________________ (the “Member”) an individual residing at ________________________________.
transfer agency and registrar services agreementAgency and Registrar Services Agreement • January 16th, 2020 • Scopus BioPharma Inc. • Pharmaceutical preparations • New York
This Transfer Agency and Registrar Services Agreement (this “Agreement”), dated as of July 24, 2019 is between Scopus BioPharma Inc., a Delaware corporation (the “Company”) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (“CST”).
MEMORANDUM OF UNDERSTANDINGScopus BioPharma Inc. • September 2nd, 2020 • Pharmaceutical preparations
This Memorandum of Understanding (“MOU”) is made as of July 28, 2018 (the “Effective Date”), by and between Yissum Research Development Company of the Hebrew University of Jerusalem Ltd. of Hi Tech Park, Edmond J. Safra Campus, Givat Ram, Jerusalem 91390, Israel (“Yissum”), of the first part and Scopus BioPharma Israel Ltd., 22 Joseph Rivlin Street, Jerusalem 9424018 (the “Company”); of the second part (Yissum and the Company collectively the “Parties”; each of Yissum and the Company, individually, a “Party”).
EXCHANGE AGREEMENTExchange Agreement • April 14th, 2023 • Scopus BioPharma Inc. • Pharmaceutical preparations • New York
THIS EXCHANGE AGREEMENT (this “Agreement”), dated as of , 2022, is entered into among SCOPUS BIOPHARMA INC., a Delaware corporation (“Scopus”), DUET BIOTHERAPUETICS INC., a Delaware corporation (“Duet”), and (the “Holder”).
ContractScopus BioPharma Inc. • January 16th, 2020 • Pharmaceutical preparations
Number WW INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SERIES W WARRANTS CUSIP 809171 11 9 THIS SERIES A WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW This certifies that______________________________________, or registered assigns, is the registered holder of _______________ Series W Warrants (“Series W Warrants” and each a “Series W Warrant” to purchase Series B Units, each a “Series B Unit”). Each Series W Warrant entitles the holder, upon exercise during the Exercise Period set forth in the Warrant Agreement referred to below, to receive from Scopus BioPharma Inc. (the “Company”) a Series B Unit consisting of one share of $0.001 par value common stock (‘Common Stock”) of the Company and one Series Z Warrant exercisable for one share of Common Stock at the exercise price determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 20th, 2022 • Scopus BioPharma Inc. • Pharmaceutical preparations • New York
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT, dated as of January 14, 2022 (this “Amendment”), among SCOPUS BIOPHARMA INC., a Delaware corporation (the “Company”) and the Purchaser signatory hereto. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Purchase Agreement, as defined herein.
SCOPUS BIOPHARMA INC.Scopus BioPharma Inc. • May 15th, 2020 • Pharmaceutical preparations
Any defined terms used herein, but not defined, shall have the meanings as set forth in the Agreement. Effective as of January 1, 2019 the parties to the Agreement hereby agree and acknowledge the following:
ContractPatent License Agreement – Exclusive • September 2nd, 2020 • Scopus BioPharma Inc. • Pharmaceutical preparations • District of Columbia
PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED AND ARE SUBJECT TO A CONFIDENTIAL INFORMATION REQUEST FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
WARRANT AGREEMENT between SCOPUS BIOPHARMA INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • August 15th, 2019 • Scopus BioPharma Inc. • Pharmaceutical preparations • New York
This Series A and Series B Warrant Agreement (“Agreement”) made as of September __, 2019, by and between Scopus BioPharma Inc., a Delaware corporation, with offices at 420 Lexington Avenue, Suite 300, New York, New York 10170 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, New York 10004 (“Warrant Agent”).
MEMORANDUM OF UNDERSTANDINGScopus BioPharma Inc. • September 2nd, 2020 • Pharmaceutical preparations
This Memorandum of Understanding (“MOU”) is made as of July 28, 2018 (the “Effective Date”), by and between Yissum Research Development Company of the Hebrew University of Jerusalem Ltd. of Hi Tech Park, Edmond J. Safra Campus, Givat Ram, Jerusalem 91390, Israel (“Yissum”), of the first part and Scopus BioPharma Israel Ltd., 22 Joseph Rivlin Street, Jerusalem 9424018 (the “Company”); of the second part (Yissum and the Company collectively the “Parties”; each of Yissum and the Company, individually, a “Party”).
SCOPUS BIOPHARMA Inc. Warrant To Purchase Common StockScopus BioPharma Inc. • August 15th, 2019 • Pharmaceutical preparations • Delaware
Scopus BioPharma Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Yissum Research Development Corporation of the Hebrew University of Jerusalem, Ltd., 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, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the date hereof, but not after 11:59 p.m., Delaware time, on October 3, 2025, up to Four Hundred Fifty Thousand (450,000) fully paid, validly issued and nonassessable shares (the “Warrant Shares”) of the Company’s common stock, $0.001 par value (the “Common Stock”). References in this Warrant to “Sections” shall be
WARRANT AGREEMENT between SCOPUS BIOPHARMA INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • January 16th, 2020 • Scopus BioPharma Inc. • Pharmaceutical preparations • New York
This Series W and Series Z Warrant Agreement (“Agreement”) made as of ___________ __, 2020, by and between Scopus BioPharma Inc., a Delaware corporation, with offices at 420 Lexington Avenue, Suite 300, New York, New York 10170 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, New York 10004 (“Warrant Agent”).
SCOPUS BIOPHARMA INC.Scopus BioPharma Inc. • May 15th, 2020 • Pharmaceutical preparations
Any defined terms used herein, but not defined, shall have the meanings as set forth in the Agreement. Effective as of July 1, 2019, the parties to the Agreement hereby agree and acknowledge the following:
ContractScopus BioPharma Inc. • December 7th, 2020 • Pharmaceutical preparations • New York
THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT THIS PURCHASE OPTION SHALL NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THE SECURITIES FOR A PERIOD OF ONE HUNDRED EIGHTY (180 DAYS) IMMEDIATELY FOLLOWING THE CLOSING DATE, AS HEREAFTER DEFINED. THIS PURCHASE OPTION IS NOT EXERCISABLE AFTER FIVE YEARS FROM THE CLOSING DATE.
STOCK EXCHANGE AGREEMENT by and among SCOPUS BIOPHARMA INC., and THE SELLERS PARTY HERETOStock Exchange Agreement • August 13th, 2021 • Scopus BioPharma Inc. • Pharmaceutical preparations • New York
This STOCK EXCHANGE AGREEMENT (this “Agreement”) is entered into by and among (i) Scopus BioPharma Inc., a Delaware corporation (“Scopus”) and (ii) the individual signatories to this Agreement, each of whom is individually referred to as a “Seller” and collectively referred to as “Sellers” and all of whom represent all of the stockholders of Olimmune, Inc., a Delaware corporation, dated as of June 25, 2021 as to Sellers and, as to Scopus, the date set forth its signature on the signature page hereof.
exclusive LICENSE AGREEMENTExclusive License Agreement • July 22nd, 2020 • Scopus BioPharma Inc. • Pharmaceutical preparations • California
THIS EXCLUSIVE LICENSE AGREEMENT (the “Agreement”) is made and entered into as of the 10th day of June 2020 (the “Effective Date”) by and between Scopus BioPharma Inc., a Delaware corporation with a principal place of business at 420 Lexington Avenue, New York, New York 10170 (“Scopus”), and City of Hope, a California nonprofit public benefit corporation located at 1500 East Duarte Road, Duarte, California 91010 (“City of Hope” or “COH”). Scopus and COH are each sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
MEMORANDUM OF UNDERSTANDINGScopus BioPharma Inc. • June 19th, 2019 • Pharmaceutical preparations
This Memorandum of Understanding (“MOU”) is made as of July 28, 2018 (the “Effective Date”), by and between Yissum Research Development Company of the Hebrew University of Jerusalem Ltd. of Hi Tech Park, Edmond J. Safra Campus, Givat Ram, Jerusalem 91390, Israel (“Yissum”), of the first part and Scopus BioPharma Israel Ltd., 22 Joseph Rivlin Street, Jerusalem 9424018 (the “Company”); of the second part (Yissum and the Company collectively the “Parties”; each of Yissum and the Company, individually, a “Party”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 30th, 2021 • Scopus BioPharma Inc. • Pharmaceutical preparations • New York
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of September 26, 2021 (the “Effective Date”), by and among HCFP/Portfolio Services LLC, a Delaware limited liability company (“HCFP”), Scopus BioPharma Inc., a Delaware corporation (the “Company”), and HCFP’s principals, Ira Greenspan, Joshua Lamstein, and Robert Gibson (together, the “Principals”).
ContractScopus BioPharma Inc. • May 15th, 2020 • Pharmaceutical preparations • Delaware
THESE WARRANTS AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), HAVE BEEN OR WILL BE ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF, AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT OR QUALIFIED OFFERING STATEMENT RELATED THERETO UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED UNDER THE SECURITIES ACT AND SUCH STATE SECURITIES LAWS.
