COYA THERAPEUTICS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • December 13th, 2022 • Coya Therapeutics, Inc. • Pharmaceutical preparations • New York
The undersigned, Coya Therapeutics, Inc. (the “Company”), a company formed under the laws of the State of Delaware, hereby confirms its agreement with Chardan Capital Markets, LLC, a New York limited liability company (hereinafter referred to as “you” 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:
COMMON STOCK PURCHASE WARRANT COYA THERAPEUTICS, INC.Coya Therapeutics, Inc. • December 6th, 2023 • Pharmaceutical preparations
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 June 10, 2024 (the “Initial Exercise Date”) and prior to 5:00 p.m. (New York City time) on December 11, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Coya 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). This Warrant is issued pursuant to that certain Engagement Letter (as defined below).
COMMON STOCK PURCHASE WARRANTCoya Therapeutics, Inc. • November 18th, 2022 • 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 date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _______, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Coya 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).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 18th, 2022 • Coya Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of _____, 2022 by and between Coya Therapeutics, Inc., a Delaware corporation (the “Company”), and _____ (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • December 5th, 2022 • Coya Therapeutics, 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 date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _______, 20241 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Coya Therapeutics, Inc., a company incorporated under the laws of the State of Delaware (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 o
FIRST AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • November 18th, 2022 • Coya Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS FIRST AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of March 4, 2022, by and among Coya Therapeutics, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor.”
WARRANT AGENT AGREEMENTWarrant Agent Agreement • December 13th, 2022 • Coya Therapeutics, Inc. • Pharmaceutical preparations
This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of _____, 2022 (the “Issuance Date”) is between Coya Therapeutics, Inc. a Delaware corporation (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (collectively, the “Warrant Agent”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 18th, 2022 • Coya Therapeutics, Inc. • Pharmaceutical preparations • Texas
This Executive Employment Agreement (“Agreement”), dated March 14, 2022 (“Effective Date”), is between Coya Therapeutics, Inc. (the “Company”) and David Snyder (“Executive”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER...License Agreement • December 5th, 2022 • Coya Therapeutics, Inc. • Pharmaceutical preparations • New York
This LICENSE AGREEMENT (this “Agreement”) is entered into and made effective as of August 23, 2022 (the “Execution Date”), by and between Coya Therapeutics, Inc., a Delaware corporation, having its principal place of business at 5850 San Felipe St., Suite 500, Houston, TX 77057 (“Coya”), and ARScience Biotherapeutics Inc., a Delaware corporation having its principal place of business at 1400 112th Ave SE, Suite 100, Bellevue, Washington 98004 (“ARScience Bio”). Coya and ARScience Bio shall be referred to herein individually as a “Party” and collectively as the “Parties”.
AGREEMENT AND PLAN OF MERGER BY AND AMONG COYA THERAPEUTICS, INC. AND NICOYA HEALTH, INC. DATED AS OF DECEMBER 22, 2020Agreement and Plan of Merger • November 18th, 2022 • Coya Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Merger Agreement”), dated as of December 22, 2020, is by and between Coya Therapeutics, Inc., a Delaware corporation (“CTI”), and Nicoya Health, Inc., a Delaware corporation (“NICOYA”, and together with CTI, the “Parties”).
AMENDED AND RESTATED PATENT AND KNOW HOW LICENSE AGREEMENTShare Issuance Agreement • December 5th, 2022 • Coya Therapeutics, Inc. • Pharmaceutical preparations • Texas
THIS AMENDED AND RESTATED PATENT AND KNOW HOW LICENSE AGREEMENT (this “Agreement”) is made effective as of October 6, 2020 (the “Effective Date”) by and between The Methodist Hospital, a Texas non-profit corporation (“METHODIST”), and Coya Therapeutics, Inc. (“LICENSEE”), a Delaware corporation (as successor in interest to Nicoya Health, Inc.).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 14th, 2023 • Coya Therapeutics, Inc. • Pharmaceutical preparations • Texas
This Amended and Restated Executive Employment Agreement (“Agreement”), dated July 11th, 2023 (“Effective Date”), is between Coya Therapeutics, Inc. (the “Company”) and Fred Grossman (“Executive”) and amends and restates the Original Executive Employment Agreement (as defined below). We refer to the date on which you start employment as the “Start Date.” We expect your Start Date to be on or around July 17, 2023.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 6th, 2023 • Coya Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”), dated as of December ___, 2023, is being entered into among Coya 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”).
Employment Agreement AddendumEmployment Agreement • November 18th, 2022 • Coya Therapeutics, Inc. • Pharmaceutical preparations
We, the Employer and Employee, agree to the aforementioned additions to the employment contract. Any changes made here are legally binding upon signature of both parties. These changes are pursuant to the vote made by the Board regarding Howard’s executive compensation review.
Coya Therapeutics, Inc. and Dr. Reddy’s Laboratories enter into an Exclusive Collaboration for Development and Commercialization of COYA 302, an Investigational Combination Therapy for Treatment of Amyotrophic Lateral Sclerosis (ALS)Coya Therapeutics, Inc. • December 6th, 2023 • Pharmaceutical preparations
• Under the Agreement, Dr. Reddy’s will obtain commercialization rights for COYA 302 in the United States, Canada, the European Union and the United Kingdom, for patients with ALS
MATERIAL TRANSFER AND OPTION AGREEMENT Carnegie Mellon University – Coya TherapeuticsTransfer Agreement • December 5th, 2022 • Coya Therapeutics, Inc. • Pharmaceutical preparations
This Agreement (hereinafter this “Agreement”) is made and entered into this 24th day of June 2022 (“Effective Date”) by and between Carnegie Mellon University (hereinafter “Carnegie Mellon”), a Pennsylvania non-profit corporation having a principal place of business at 5000 Forbes Avenue, Pittsburgh, Pennsylvania 15213 and Coya Therapeutics, Inc., a Delaware corporation having a principal place of business at 5850 San Felipe St. Suite 500; Houston, TX 77057 (“Licensee”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER...Coya Therapeutics, Inc. • November 18th, 2022 • Pharmaceutical preparations
This first amendment (“Amendment 1”) to that certain Sponsored Research Agreement dated February 3, 2021 (“Agreement”), is by and between Coya Therapeutics Inc. (“Company”) and The Methodist Hospital Research Institute dba Houston Methodist Research Institute (“HMRI”). This Amendment 1 is executed as of the dates set forth below but shall be effective February 4, 2022 (“Amendment 1 Effective Date”).
MATERIAL TRANSFER AND OPTION AGREEMENT Carnegie Mellon University – Coya TherapeuticsCoya Therapeutics, Inc. • November 18th, 2022 • Pharmaceutical preparations • Pennsylvania
This Agreement (hereinafter this “Agreement”) is made and entered into this 24th day of June 2022 (“Effective Date”) by and between Carnegie Mellon University (hereinafter “Carnegie Mellon”), a Pennsylvania non-profit corporation having a principal place of business at 5000 Forbes Avenue, Pittsburgh, Pennsylvania 15213 and Coya Therapeutics, Inc., a Delaware corporation having a principal place of business at 5850 San Felipe St. Suite 500; Houston, TX 77057 (“Licensee”).
MATERIAL TRANSFER AND OPTION AGREEMENT Carnegie Mellon University – Coya TherapeuticsCoya Therapeutics, Inc. • October 28th, 2022 • Pharmaceutical preparations • Pennsylvania
This Agreement (hereinafter this “Agreement”) is made and entered into this 24th day of June 2022 (“Effective Date”) by and between Carnegie Mellon University (hereinafter “Carnegie Mellon”), a Pennsylvania non-profit corporation having a principal place of business at 5000 Forbes Avenue, Pittsburgh, Pennsylvania 15213 and Coya Therapeutics, Inc., a Delaware corporation having a principal place of business at 5850 San Felipe St. Suite 500; Houston, TX 77057 (“Licensee”).
DEVELOPMENT AND LICENSE AGREEMENTDevelopment and License Agreement • March 19th, 2024 • Coya Therapeutics, Inc. • Pharmaceutical preparations • New York
This Development and License Agreement is made as of December 5, 2023 (the “Effective Date”) by and between Coya Therapeutics, Inc., a Delaware corporation having its registered office at 5850 San Felipe St., Suite 500, Houston, Texas 77057, USA (“Coya”), Dr. Reddy’s Laboratories SA, a Swiss company having its place of business at Elisabethenanlage 11, CH - 4051, Basel, Switzerland (“DRL”), and, solely for purposes of Article IX and Sections 3.1, 3.7, 5.6, 6.1, 6.2.3, 8.5.3, 8.6, 8.11, 10.6, 10.7, 14.9, and 14.10, Dr. Reddy’s Laboratories Ltd., a company registered under the laws of India and having its place of business at 8-2-237, Road No. 3, Banjara Hills, Hyderabad, Telangana, India (“DRL Ltd.”). Each of Coya and DRL may be referred to herein individually as a “Party” and collectively as the “Parties”.
SPONSORED RESEARCH AGREEMENTSponsored Research Agreement • November 18th, 2022 • Coya Therapeutics, Inc. • Pharmaceutical preparations • Texas
This SPONSORED RESEARCH AGREEMENT (this “Agreement”), effective as of February 3, 2021 (the “Effective Date”), is entered into by and between The Methodist Hospital Research Institute dba Houston Methodist Research Institute (“HMRI”), a Texas nonprofit corporation and an affiliate of The Methodist Hospital, and Coya Therapeutics, Inc. (“COMPANY”), a Delaware corporation, governing the specific research project identified below to be conducted at HMRI.
SECOND AMENDMENT TO SPONSORED RESEARCH AGREEMENTResearch Agreement • November 18th, 2022 • Coya Therapeutics, Inc. • Pharmaceutical preparations
This second amendment (“Amendment 2”) to that certain Sponsored Research Agreement dated February 3, 2021 and last amended on February 4, 2022 (“Agreement”), is by and between Coya Therapeutics Inc. (“Company”) and The Methodist Hospital Research Institute dba Houston Methodist Research Institute (“HMRI”). This Amendment 2 is executed as of the last date of signature below but shall be effective as of February 4, 2022 (“Amendment 2 Effective Date”).
Underwriter’s Warrant AgreementUnderwriter’s Warrant Agreement • December 13th, 2022 • Coya Therapeutics, Inc. • Pharmaceutical preparations
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [Chardan Capital Markets, LLC] [Newbridge Securities Corporation] 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 [•]1, 2023 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Coya Therapeutics, Inc., a Delaware corporation (the “Company”), up to [______] shares of Common Stock, par value $0.0001 per share, 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 Price, as defined in Section 2(b).
Employment Agreement AddendumEmployment Agreement • October 28th, 2022 • Coya Therapeutics, Inc. • Pharmaceutical preparations
We, the Employer and Employee, agree to the aforementioned additions to the employment contract. Any changes made here are legally binding upon signature of both parties. These changes are pursuant to the vote made by the Board regarding Howard’s executive compensation review.
LICENSE AND SUPPLY AGREEMENTLicense and Supply Agreement • May 10th, 2023 • Coya Therapeutics, Inc. • Pharmaceutical preparations • England and Wales
Coya Therapeutics Inc., a company registered under the laws of USA, and having its registered office at 5850 San Felipe St. Suite 500, Houston, Texas, USA, (hereinafter referred to as “Coya” which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include its Affiliates, successors, and assigns);
