NLS PHARMACEUTICS LTD and VSTOCK Transfer LLC, as Warrant Agent Warrant Agency Agreement Dated as of _________, 2020 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • November 13th, 2020 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations • New York
WARRANT AGENCY AGREEMENT, dated as of [ ] __, 2020 (“Agreement”), between NLS Pharmaceutics Ltd., a corporation organized under the laws of Switzerland (the “Company”), and VStock Transfer LLC, a corporation organized under the laws of [ ] (the “Warrant Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 3rd, 2022 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 30, 2022, between NLS Pharmaceutics Ltd., a corporation incorporated under the laws of Switzerland (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PRE-FUNDED COMMON SHARE PURCHASE WARRANT NLS PHARMACEUTICS LTD.NLS Pharmaceutics Ltd. • December 8th, 2022 • Pharmaceutical preparations
THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT, issued in the form of uncertificated securities (Wertrechte) pursuant to article 973c of the Swiss Code of Obligations (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 NLS Pharmaceutics Ltd., a corporation incorporated under the laws of Switzerland (the “Company”), up to [____] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Shares. The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON SHARE PURCHASE WARRANT NLS PHARMACEUTICS LTD.Common Share Purchase • April 14th, 2022 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations
THIS COMMON SHARE PURCHASE WARRANT, issued in the form of uncertificated securities (Wertrechte) pursuant to article 973c of the Swiss Code of Obligations (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 October [__], 20271 (the “Termination Date”) but not thereafter, to subscribe for and purchase from NLS Pharmaceutics Ltd., a corporation incorporated under the laws of Switzerland (the “Company”), up to [____] Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 8th, 2022 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 6, 2022, by and among NLS Pharmaceutics Ltd., a corporation incorporated under the laws of Switzerland (the “Company”) and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers” or “BVF”).
STANDBY EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • September 28th, 2021 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations • New York
THIS STANDBY EQUITY DISTRIBUTION AGREEMENT (this “Agreement”) dated as of September 27, 2021 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and NLS PHARMACEUTICS LTD., a company incorporated under the laws of Switzerland (the “Company”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 21st, 2024 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 20, 2024, between NLS Pharmaceutics Ltd., a corporation incorporated under the laws of Switzerland (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
NLS PHARMACEUTICS LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • January 20th, 2021 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations • New York
The undersigned, NLS Pharmaceutics Ltd., a corporation incorporated under the laws of Switzerland (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), an aggregate of ________ units (the “Firm Units” or “Units”) of the Company’s securities, and, at the election of the Representative, up to an additional ________ Option Shares (as defined herein and collectively with the Common Shares (as defined below) underlying the Firm Units, the “Shares”), and/or up to an additional _________ Option Warrants (as defined herein and collectively with warrants underlying the Firm Units, the “Warrants”). Each Unit consists of one Common Share (the “Firm Shares”) of the Company, par value CHF 0.02 per share (the “Common Shares”) and on
NLS PHARMACEUTICS LTD. Common Shares (par value CHF 0.02 per share) ATM Sales AgreementEquity Distribution Agreement • March 4th, 2022 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations • New York
NLS Pharmaceutics Ltd., a corporation incorporated under the laws of Switzerland (the “Company”), confirms its agreement (this “Agreement”) with Virtu Americas LLC (the “Agent”) as follows:
COMMON SHARE PURCHASE WARRANT NLS PHARMACEUTICS LTD.NLS Pharmaceutics Ltd. • March 21st, 2024 • Pharmaceutical preparations
THIS COMMON SHARE PURCHASE WARRANT, issued in the form of uncertificated securities (Wertrechte) pursuant to article 973c of the Swiss Code of Obligations (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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March 22, 2029 (the “Termination Date”) but not thereafter, to subscribe for and/or purchase from NLS Pharmaceutics Ltd., a corporation incorporated under the laws of Switzerland (the “Company”), up to [____] Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). The Company may issue the Warrant Shares from its Treasury Shares and/or conditional capital f
Up to USD 150,000.00 CREDIT FACILITIES AGREEMENTFacilities Agreement • February 28th, 2020 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations
WHEREAS the Company shall undertake (i) the commercial development of the patents Lauflamide and its enantiomers, the method for the preparation of the same and the therapeutic uses thereof; Phacetoperane for the treatment of attention-deficit hyperactivity disorder; and the use of iron for the treatment of attention deficit hyperactivity disorder; as well as (ii) the securement of the patents for the medicaments Quinoleine, Tryptamine and Aminoquinoaxaline;
Second Amendment Agreement to Assignment and transfer agreementSecond Amendment Agreement • February 28th, 2020 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations
Amendment of the Convertible Loan Agreement of betweenConvertible Loan Agreement • October 19th, 2020 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations
convertible Loan AGREEMENTLoan Agreement • February 28th, 2020 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations
SECOND ADDENDUM TO THE Loan Agreement of September 28, 2023 betweenLoan Agreement • March 20th, 2024 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations
Addendum Number 4 to the Convertible Loan Agreement of January 8, 2021 betweenNLS Pharmaceutics Ltd. • January 20th, 2021 • Pharmaceutical preparations
3rd Amendment to the Series A Loan Agreement of betweenNLS Pharmaceutics Ltd. • January 20th, 2021 • Pharmaceutical preparations
Amendment of the convertible Loan AGREEMENT _________________________________________________________ (“Amendment”) of ___________________ between NLSPharmaCEUTICS AG as Borrower and […] as Lender each a “Party”, together the “Parties”Loan Agreement • October 19th, 2020 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations
WHEREAS Section 4 of the Convertible Loan Agreement sets forth that the Borrower may at its own and entire discretion repay the loan with accrued interests, if any, starting December 23 2020 (“Conversion Date Borrower”).
ADDENDUM TO THE Loan Agreement of November 15, 2023 betweenLoan Agreement • March 20th, 2024 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations
Series A Loan Agreement of betweenLoan Agreement • October 19th, 2020 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations
Amendment Agreement to Assignment and transfer agreementAmendment Agreement • February 28th, 2020 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations
Amendment Series A Loan Agreement of betweenLoan Agreement • October 19th, 2020 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations
Addendum Number 4 of the “Up to USD 7,100,000 Credit Facilites Agreement” ofNLS Pharmaceutics Ltd. • January 20th, 2021 • Pharmaceutical preparations
Private Placement of Common Share Purchase WarrantsNLS Pharmaceutics Ltd. • April 14th, 2022 • Pharmaceutical preparations • New York
This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (the “Placement Agent”) and NLS Pharmaceutics Ltd., a company organized under the laws of Switzerland (the “Company”), that the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of common shares of the Company, par CHF 0.02 per share (the “Common Shares”), any pre-funded warrants to purchase common shares (“Pre-Funded Warrants”), and the common share purchase warrants to purchase Common Shares (the “Investor Warrants”, and together with the Common Shares and Pre-Funded Warrants, the “Securities”). The Securities actually placed by the Placement Agent are referred to herein as the “Placement Agent Securities.” The terms of the Placement shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”), and nothing herein con
Addendum Number 4 of the “Up to USD 150,000.00 Credit Facilites Agreement” ofNLS Pharmaceutics Ltd. • January 20th, 2021 • Pharmaceutical preparations
Loan Agreement of betweenLoan Agreement • October 25th, 2023 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations
Assignment and transfer agreementAssignment and Transfer Agreement • February 28th, 2020 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations
2nd Amendment to the Series A Loan Agreement of betweenNLS Pharmaceutics Ltd. • January 20th, 2021 • Pharmaceutical preparations
LICENSE AGREEMENT by and between NLS PHARMACEUTICS LTD. And NOVARTIS PHARMA AG dated LICENSE AGREEMENTLicense Agreement • May 14th, 2021 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations
This LICENSE AGREEMENT (this “Agreement”) is made as of 11 March 2021 (the “Effective Date”), by and between Novartis Pharma AG, a company organized under the laws of Switzerland and located at Lichtstrasse 35, CH-4056 Basel, Switzerland (“Novartis”) and NLS Pharmaceutics Ltd., a company organized under the laws of Switzerland and located at Alter Postplatz 2, CH-6370 Stans, Switzerland (“NLS”). Novartis and NLS are each referred to individually as a “Party” and together as the “Parties.”
STANDBY EQUITY DISTRIBUTION AMENDMENT AGREEMENTAmendment Agreement • December 16th, 2021 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations
This amendment agreement dated as of December 14, 2021 (the “Amendment Agreement”) is between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and NLS PHARMACEUTICS LTD., a company incorporated under the laws of Switzerland (the “Company”). Each of the Investor and the Company are sometimes referred to herein as a “Party” or collectively as the “Parties.”
License and Development Agreement “Agreement” betweenLicense and Development Agreement • February 28th, 2020 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations
Loan Agreement of November 15, 2023 betweenLoan Agreement • November 16th, 2023 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations
AMENDMENT NO. 1 TO PRE-FUNDED WARRANTNLS Pharmaceutics Ltd. • May 5th, 2023 • Pharmaceutical preparations • New York
This AMENDMENT NO. 1 TO PRE-FUNDED WARRANT (this “Amendment”) is effective as of April 26, 2023 by and between NLS PHARMACEUTICS LTD., a corporation incorporated under the laws of Switzerland (the “Company”) and the holders of certain Pre-Funded Warrants (as herein defined) as set forth on Appendix A annexed hereto (the “Holder”). Each of the Company and the Holder shall be referred to collectively as the “Parties” and individually as a “Party.”
Addendum Number 3 of the “Up to USD 7,100,000 Credit Facilites Agreement” of ___ October 2020 betweenAddendum Number • October 19th, 2020 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations
