SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 10th, 2022 • PaxMedica, Inc. • Pharmaceutical preparations • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of ____, 2022, by and between PAXMEDICA, INC., a Delaware corporation, with headquarters located at 303 South Broadway, Suite 125, Tarrytown, NY 10591 (the “Company”), and _______________, with its address at ____________ (the “Buyer”).
UNDERWRITING AGREEMENTUnderwriting Agreement • August 30th, 2022 • PaxMedica, Inc. • Pharmaceutical preparations • New York
The undersigned, PaxMedica, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Craft Capital Management LLC and R.F. Lafferty & Co., Inc. (collectively hereinafter referred to as “you” (including its correlatives) or the “Representatives”) and with the other underwriters named on Schedule 1 hereto for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) to sell an aggregate of 1,545,454 shares (the “Firm Shares”) of common stock of the Company, par value $0.0001 per share (the “Common Stock”), and at the election of the Representatives, up to an additional 231,818 shares of Common Stock (the “Option Shares”) and, together with the Firm Shares, the “Shares”) as follows:
PRE-FUNDED COMMON STOCK PURCHASE WARRANT PAXMEDICA, INC.PaxMedica, Inc. • November 9th, 2023 • Pharmaceutical preparations • New York
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”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from PaxMedica, 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).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 23rd, 2020 • PaxMedica, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of ____________ by and between PaxMedica, Inc., a Delaware corporation (the “Company”), and ____________ (“Indemnitee”).
COMMON STOCK PURCHASE WARRANT paxmedica, inc.Common Stock Purchase Warrant • November 9th, 2023 • PaxMedica, Inc. • Pharmaceutical preparations • New York
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 [Stockholder Approval Date]1 (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 date that is the immediately following Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from PaxMedica, 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 • November 9th, 2023 • PaxMedica, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [______], 2023, between PaxMedica, 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”).
COMMON STOCK PURCHASE WARRANT PAXMEDICA, INC.Common Stock Purchase Warrant • August 8th, 2022 • PaxMedica, Inc. • Pharmaceutical preparations • Florida
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the $[•] senior secured promissory note to the Holder (as defined below) of even date) (the “Note”), [•] (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time during the Exercise period, to purchase from PaxMedica, Inc., a Delaware corporation (the “Company”), up to [•] shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated [•], by and among the Company and the Holder (the “Purchase Agreement”).
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING,...PaxMedica, Inc. • August 28th, 2020 • Pharmaceutical preparations
This REPRESENTATIVE’S WARRANT (the “Warrant”) certifies that, for value received, The Benchmark Company, LLC 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”) and on or prior to 5:00 p.m. (New York City time) on [ ], 20253 (the “Termination Date”) but not thereafter, to subscribe for and purchase from PaxMedica, Inc., a corporation formed under the laws of the state of Delaware (the “Company”), up to [ ]4 shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock, $0.0001 par value per share (the “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).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT paxmedica, inc.PaxMedica, Inc. • November 9th, 2023 • Pharmaceutical preparations • New York
THIS PLACEMENT AGENT 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]1 (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 date that is the immediately following Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from PaxMedica, 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 being issued pursuant to that ce
PURCHASE AGREEMENTPurchase Agreement • November 21st, 2022 • PaxMedica, Inc. • Pharmaceutical preparations • Delaware
THIS PURCHASE AGREEMENT (the "Agreement"), dated as of November 17, 2022, is made by and between PAXMEDICA, INC., a Delaware corporation (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the "Investor").
ContractPaxMedica, Inc. • June 10th, 2022 • Pharmaceutical preparations
THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED IN THIS SAFE AND UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 21st, 2022 • PaxMedica, Inc. • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 17, 2022, is entered into by and between PAXMEDICA, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
ContractPaxMedica, Inc. • February 7th, 2023 • Pharmaceutical preparations • Delaware
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 7th, 2023 • PaxMedica, Inc. • Pharmaceutical preparations • Delaware
This Securities Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is entered into as of February 2, 2023, by and between PaxMedica, Inc., a Delaware corporation (the “Company”), and Lind Global Fund II LP, a Delaware limited partnership (the “Investor”).
ContractCommon Stock Purchase Warrant • August 30th, 2022 • PaxMedica, Inc. • Pharmaceutical preparations • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING AUGUST 30, 2022 (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) CRAFT CAPITAL MANAGEMENT LLC OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF CRAFT CAPITAL MANAGEMENT LLC.
ContractCommon Stock Purchase Warrant • February 7th, 2023 • PaxMedica, Inc. • Pharmaceutical preparations
THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
SECURITY AGREEMENTSecurity Agreement • February 7th, 2023 • PaxMedica, Inc. • Pharmaceutical preparations
SECURITY AGREEMENT (this "Agreement"), dated as of February 6, 2023, by and between PAXMEDICA, INC., a Delaware corporation (the "Company") and LIND GLOBAL FUND II LP, a Delaware limited partnership (the "Secured Party").
INCENTIVE STOCK OPTION GRANT AGREEMENTIncentive Stock Option Grant Agreement • July 2nd, 2020 • PaxMedica, Inc. • Pharmaceutical preparations • Delaware
This Stock Option Grant Agreement (the “Grant Agreement”) is made and entered into effective on the Date of Grant set forth in Exhibit A (the “Date of Grant”) by and between PaxMedica, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Optionee”).
PAXMEDICA, INC. EMPLOYMENT AGREEMENTEmployment Agreement • November 9th, 2023 • PaxMedica, Inc. • Pharmaceutical preparations • Delaware
EMPLOYMENT AGREEMENT (this “Agreement”) dated as of August 16, 2023, between Paxmedica, Inc., a Delaware corporation (the “Company”), and David Hough, MD (the “Executive”).
WARRANT AGENT AGREEMENTWarrant Agent Agreement • September 29th, 2020 • PaxMedica, Inc. • Pharmaceutical preparations • New York
This Warrant Agent Agreement (“Warrant Agreement”) is made as of [______________], 2020, by and between PaxMedica, Inc., a Delaware corporation, with offices at 50 Tice Boulevard, Suite A26, Woodcliff Lake, NJ 07677 (the “Company”), and Computershare Inc., a Delaware corporation, and its wholly-owned subsidiary Computershare Trust Company N.A. a federally chartered trust company (collectively, the “Warrant Agent”).
COMMON STOCK PURCHASE WARRANT PAXMEDICA, INC.Common Stock Purchase Warrant • September 29th, 2020 • PaxMedica, Inc. • Pharmaceutical preparations • New York
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 first set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September ___, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from PaxMedica, 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 (“DTC”) shall initially be the sole registered holder of this Warrant, su
Certain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed. PATIENT RECORDS LICENSE AGREEMENTLicense Agreement • August 28th, 2020 • PaxMedica, Inc. • Pharmaceutical preparations • New York
This Patient Records License Agreement (“Agreement”) is dated as of this 10th day of October, 2018 (“Effective Date”) by and between Purinix Pharmaceuticals LLC, 1266 E Main Street, Suite 700R, Stamford, Connecticut, USA, 06902 (“Purinix”) and Ministry of Health, Republic of Malawi, with an address located at P.O. Box 30377, Lilongwe 3, Malawi (“Records Provider”). Purinix and Records Provider may individually be referred to hereinafter as a “Party” or collectively as the “Parties.”
CONSULTING SERVICES AGREEMENT Between PaxMedica, Inc. and Stephen Douglas SheldonConsulting Services Agreement • August 8th, 2022 • PaxMedica, Inc. • Pharmaceutical preparations • New York
This Consulting Services Agreement (this “Agreement”) is made and entered into as of the 16th day of July, 2022 (“Effective Date”), by and between PaxMedica, Inc, located at 303 So. Broadway, Suite 123, Tarrytown, NY 10591 (“COMPANY”), and Stephen Douglas Sheldon, (“CONSULTANT”) with an address at 2 Revolutionary Way, Apt 321, Hopkinton MA 01748 and referred to collectively as the “Parties” or singly for either entity as the “Party”.
PAXMEDICA, INC. EMPLOYMENT AGREEMENTEmployment Agreement • November 21st, 2022 • PaxMedica, Inc. • Pharmaceutical preparations • Delaware
EMPLOYMENT AGREEMENT (this “Agreement”) dated as of November 19, 2022, between Paxmedica, Inc., a Delaware corporation (the “Company”), and Stephen D. Sheldon (the “Executive”).
RESTRICTED STOCK UNIT GRANT AGREEMENT PAXMEDICA, INC.Restricted Stock Unit Grant Agreement • August 8th, 2022 • PaxMedica, Inc. • Pharmaceutical preparations • Delaware
This Restricted Stock Unit Grant Agreement (this “Agreement”) is between PaxMedica, Inc., a Delaware corporation (the “Company”), and Howard J. Weisman (the “Grantee”) and is effective as of [●] (the “Grant Date”).
AMENDMENT #1 TO THE PROMISSORY NOTE ISSUED ON [●]PaxMedica, Inc. • August 8th, 2022 • Pharmaceutical preparations
THIS AMENDMENT #1 to the Note (as defined below) (the “Amendment”) is entered into as of [●] (the “Effective Date”), by and between PaxMedica, Inc., a Delaware corporation (the “Company”), and [●] (the “Holder”) (collectively the “Parties”).
PAXMEDICA, INC. CONVERTIBLE NOTE SUBSCRIPTION AGREEMENTConvertible Note Subscription Agreement • July 23rd, 2020 • PaxMedica, Inc. • Pharmaceutical preparations • Delaware
This CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of ____, 2020 (the “Effective Date”), by and between PaxMedica, Inc., a Delaware corporation (the “Company”), and ______ (the “Investor”).
PAXMEDICA, INC.Letter Agreement • September 6th, 2023 • PaxMedica, Inc. • Pharmaceutical preparations
This waiver letter agreement (this “Waiver Letter”), to the convertible promissory note, dated as of February 6, 2023 (the “Note”), by and between PaxMedica, Inc., a Delaware corporation (the “Company”) and Lind Global Fund II LP, a Delaware limited partnership (“Lind Global”), is made as of September 5, 2023. Unless otherwise indicated, capitalized terms shall have the meanings ascribed to them in the Note.
NONQUALIFIED STOCK OPTION GRANT AGREEMENTGrant Agreement • July 2nd, 2020 • PaxMedica, Inc. • Pharmaceutical preparations • Delaware
This Stock Option Grant Agreement (the “Grant Agreement”) is made and entered into effective on the Date of Grant set forth in Exhibit A (the “Date of Grant”) by and between PaxMedica, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Optionee”).
SPECIALTY BENEFIT MANAGER AGREEMENTPaxMedica, Inc. • August 9th, 2023 • Pharmaceutical preparations
This Agreement, effective as of June 30th, 2023 (herein called the “Effective Date”), by and between VOX NOVA, LLC (an Ohio limited liability company), which with its successors and assigns is herein called the “Company,” and PAXMEDICA INC. (a Delaware corporation), which with its successors and assigns is herein called “PAX,” is to EVIDENCE THAT:
EXCHANGE AGREEMENTExchange Agreement • August 8th, 2022 • PaxMedica, Inc. • Pharmaceutical preparations • Delaware
This EXCHANGE AGREEMENT (this “Agreement”) is made and entered into effective as of [•], by and between PAXMEDICA, INC., a Delaware corporation (the “Company”) and [•] (the “Holder”).
EXCHANGE AGREEMENTExchange Agreement • August 8th, 2022 • PaxMedica, Inc. • Pharmaceutical preparations • Delaware
This EXCHANGE AGREEMENT (this “Agreement”) is made and entered into effective as of August 3, 2022, by and between PAXMEDICA, INC., a Delaware corporation (the “Company”) and BLUE CANE PARTNERS, LLC, a Delaware limited liability company (the “Holder”).
Certain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed. Master Service AgreementMaster Service Agreement • July 2nd, 2020 • PaxMedica, Inc. • Pharmaceutical preparations • Connecticut
This Master Service Agreement (“Agreement”), entered into on May 25th, 2018 by and between CRO Consulting (Pty) Limited, whose Registered Office is at OnQ House 250 Market Street Fairland Johannesburg 2170 South Africa (hereinafter referred to as "CRO") and Purinix Pharmaceuticals LLC whose Registered Office is at 1266 East Main Street, Suite 700R, Stamford, CT 06902, USA (hereinafter referred to as “Client”).
RENT AND ADMINISTRATIVE SERVICES AGREEMENT Between PAXMEDICA, INC. and TARDIMED SCIENCES, LLCRent and Administrative Services Agreement • July 2nd, 2020 • PaxMedica, Inc. • Pharmaceutical preparations • New Jersey
This Rent and Administrative Services Agreement (this “Agreement”) is made and entered into as of the 1st day of July, 2020 (“Effective Date”), by and between PaxMedica, Inc., located at 50 Tice Boulevard, Suite A26, Woodcliff Lake, NJ 07677 (“COMPANY”), and TardiMed Sciences (“SERVICE PROVIDER”) with an address at TardiMed Sciences, LLC, located at 50 Tice Boulevard, Suite A26, Woodcliff Lake, NJ 07677 and referred to collectively as the “Parties” or singly for either entity as the “Party”.
DATA SHARING AGREEMENTData Sharing Agreement • March 11th, 2024 • PaxMedica, Inc. • Pharmaceutical preparations • Delaware
This Data Sharing Agreement (the "Agreement") is entered into between Polomar Health ("PoloMar") and PaxMedica, Inc. ("PaxMedica") on this ______________ day of ____________, 2023.
