4,166,667 SHARES OF COMMON STOCK INTRINSIC MEDICINE, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • May 4th, 2022 • Intrinsic Medicine, Inc. • Biological products, (no disgnostic substances) • New York
The undersigned, Intrinsic Medicine, Inc., a company incorporated under the laws of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”), with the several underwriters named in Schedule I hereto (the “Underwriters” and each an “Underwriter”), for whom Spartan Capital Securities, LLC (“Spartan”) and Revere Securities, LLC (“Revere”) are acting as representatives to the several Underwriters (in such capacity, the “Representatives” and if there are no Underwriters other than the Representatives, references to multiple Underwriters shall be disregarded and the term Representatives as used herein shall have the same meaning as Underwriter), on the terms and conditions set forth herein.
INTRINSIC MEDICINE, INC. INDEMNITY AGREEMENTIndemnity Agreement • April 8th, 2022 • Intrinsic Medicine, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of [•], 2022, is made by and between INTRINSIC MEDICINE, INC., a Delaware corporation (the “Company”), and [•] (“Indemnitee”).
COMMON STOCK PURCHASE WARRANT INTRINSIC MEDICINE, INC.Intrinsic Medicine, Inc. • April 8th, 2022 • Biological products, (no disgnostic substances)
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Spartan Capital Securities, 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 181st day after the date of commencement of sales of securities of Intrinsic Medicine, Inc., a Delaware corporation (the “Company”), in connection with a Liquidity Event (as defined in the Bridge Notes (defined below)) (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on August 31, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from the Company up to a number of shares of Common Stock determined pursuant to the calculation provided in the definition of Warrant Shares herein. 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).
INTRINSIC MEDICINE, INC.Intrinsic Medicine, Inc. • April 8th, 2022 • Biological products, (no disgnostic substances)
Intrinsic Medicine, Inc. (the “Company”) is pleased to offer you continuing at-will employment in the position of Chief Medical Officer on the terms and conditions set forth in this letter agreement (the “Agreement”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 8th, 2022 • Intrinsic Medicine, Inc. • Biological products, (no disgnostic substances) • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of August 31, 2021 among Intrinsic Medicine, Inc., a Delaware corporation (the “Company”), each of the investors listed on the signature pages hereto under the caption “Investors” (collectively, the “Investors”). Except as otherwise specified herein or in the Purchase Agreement (defined below), all capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
INTRINSIC MEDICINE, INC. 12% CONVERTIBLE SENIOR SECURED PROMISSORY NOTEIntrinsic Medicine, Inc. • April 8th, 2022 • Biological products, (no disgnostic substances) • Arizona
THIS 12% CONVERTIBLE SENIOR SECURED PROMISSORY NOTE is one of a series of duly authorized and validly issued 12% Convertible Senior Secured Promissory Notes of Intrinsic Medicine, Inc., a Delaware corporation (the “Company”), having its principal place of business at 500 Yale Avenue North, Seattle, WA 98109, designated as its 12% Convertible Senior Secured Promissory Note due December 31, 2023 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
SECURITY AGREEMENTSecurity Agreement • April 8th, 2022 • Intrinsic Medicine, Inc. • Biological products, (no disgnostic substances) • Washington
This SECURITY AGREEMENT, dated as of August 31, 2021 (this “Agreement”), is among Intrinsic Medicine, Inc., a Delaware corporation (the “Company” or the “Debtor”) and the holder(s) of the Company’s twelve percent (12%) Senior Secured Convertible Promissory Note in the original aggregate principal amount of $5,000,000 and a maximum aggregate Subscription Amount of up to $6,000,000 (collectively, the “Notes”) signatory hereto, their endorsees, transferees and assigns (each holder a “Secured Party,” and collectively, the “Secured Parties”). Each of the Company, and the Secured Parties are a “party” to this Agreement, and one or more of them are the “parties” hereto as the context may require.
AMENDMENT NO. 2 TO THE LICENSE AGREEMENT BETWEEN INTRINSIC MEDICINE, INC. (FKA LUPA BIO, INC.) AND THE REGENTS OF THE UNIVERSITY OF CALIFORNIAThe License Agreement • April 8th, 2022 • Intrinsic Medicine, Inc. • Biological products, (no disgnostic substances)
This Amendment No. 2 to the License Agreement (this “Amendment No. 2”) is entered into by and between Intrinsic Medicine, Inc. (fka Lupa Bio, Inc.) (hereinafter “LICENSEE”) and the Regents of the University of California (“UNIVERSITY”) represented by its San Diego campus (“UC San Diego”), each referred to herein as a “Party”, or collectively as the “Parties”. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the License Agreement.
COMMON STOCK PURCHASE WARRANT INTRINSIC MEDICINE, INC.Intrinsic Medicine, Inc. • April 8th, 2022 • Biological products, (no disgnostic substances)
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [HOLDER] 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 [•], 20271 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Intrinsic Medicine, Inc., a Delaware corporation (the “Company”), up to a number of shares of Common Stock equal to the quotient of (x) the product of 50% (the “Warrant Coverage”) multiplied by the sum of the original principal amount of the Note (plus any pay-in-kind interest) plus actual unpaid accrued interest on the 12% Convertible Senior Secured Promissory Note dated March __, 2022 (“Note”) plus any unpaid fees or expenses due and owing under the Note as of the date of the Liquidity Event divided by (y) the product of the Liquidity Even
LICENSE AGREEMENTLicense Agreement • April 8th, 2022 • Intrinsic Medicine, Inc. • Biological products, (no disgnostic substances) • California
This agreement (“Agreement”) is entered into as of the date of last signature (the “Effective Date”) by and between Lupa Bio, Inc. a Delaware corporation having an address at 320 Acacia Avenue, Unit G, Carlsbad, California 92008 (“LICENSEE”) and The Regents of the University of California, a California public corporation having its statewide administrative offices at 1111 Franklin Street, Oakland, California 94607-5200 (“UNIVERSITY”), represented by its San Diego campus having an address at University of California, San Diego, Office of Innovation and Commercialization, Mail Code 0910, 9500 Gilman Drive, La Jolla, California 92093-0910 (“UC SAN DIEGO”).
LICENSE AND SUPPLY AGREEMENT BY AND BETWEEN GLYCOSYN, LLC AND LUPA BIO, INC.License and Supply Agreement • April 8th, 2022 • Intrinsic Medicine, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS EXCLUSIVE LICENSE, CLINICAL SUPPLY AND PARTNERSHIP AGREEMENT (the “Agreement”) made and entered into as of July 30, 2020 (the “Effective Date”), by and between GLYCOSYN LLC (“Glycosyn”) at 890 Winter Street, Suite 208, Waltham, MA 02451 and LUPA BIO, INC. (“Lupa Bio”) at [***], Glycosyn and Lupa Bio are hereinafter referred to individually as a “Party” and jointly as “Parties.”
INTRINSIC MEDICINE, INC.Jason Ferrone • April 8th, 2022 • Intrinsic Medicine, Inc. • Biological products, (no disgnostic substances) • Delaware
AMENDMENT NO. 1 LICENSE, CLINICAL SUPPLY AND PARTNERSHIP AGREEMENT BY AND BETWEEN GLYCOSYN, LLC AND INTRINSIC MEDICINE, INC. (FORMERLY KNOWN AS LUPA BIO, INC.)And Partnership Agreement • April 8th, 2022 • Intrinsic Medicine, Inc. • Biological products, (no disgnostic substances)
This AMENDMENT NO. 1 to the LICENSE, CLINICAL SUPPLY AND PARTNERSHIP AGREEMENT (the “Amendment No. 1”), effective as of January 21, 2021 (the “Effective Date”), between GLYCOSYN, LLC (“Glycosyn”), located at 95 Sawyer Road, Suite 120, Waltham, MA 02453 and INTRINSICE MEDICINE, INC. (“Intrinsic”), located at [***], Glycosyn and Intrinsic are hereinafter referred to individually as a “Party” and jointly as “Parties.”
INTRINSIC MEDICINE, INC. COMMON STOCK ISSUANCE AGREEMENTCommon Stock Issuance Agreement • April 8th, 2022 • Intrinsic Medicine, Inc. • Biological products, (no disgnostic substances) • New York
THIS COMMON STOCK ISSUANCE AGREEMENT (this “Agreement”) is entered into as of the date signed by the last party to sign it (the “Effective Date”), by and between INTRINSIC MEDICINE, INC., a Delaware corporation (the “Company”), and SOSV IV LLC, a Delaware limited liability company (“Recipient” and together with the Company, a “party”).
INTRINSIC MEDICINE, INC.Jason Ferrone • April 8th, 2022 • Intrinsic Medicine, Inc. • Biological products, (no disgnostic substances) • California
Intrinsic Medicine, Inc. (the “Company”) is pleased to offer you continuing at-will employment in the position of President and Chief Operating Officer on the terms and conditions set forth in this letter agreement (the “Agreement”).
AMENDMENT NO. 3 TO THE LICENSE AGREEMENT BETWEEN INTRINSIC MEDICINE, INC. (FKA LUPA BIO, INC.) AND THE REGENTS OF THE UNIVERSITY OF CALIFORNIAThe License Agreement • April 8th, 2022 • Intrinsic Medicine, Inc. • Biological products, (no disgnostic substances)
This Amendment No. 3 to the License Agreement (this “Amendment No. 3”) is entered into by and between Intrinsic Medicine, Inc. (fka Lupa Bio, Inc.) (hereinafter “LICENSEE”) and the Regents of the University of California (“UNIVERSITY”) represented by its San Diego campus (“UC San Diego”), each referred to herein as a “Party”, or collectively as the “Parties”. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the License Agreement.
RESEARCH AND DEVELOPMENT COLLABORATION AGREEMENT BETWEEN ARPEGGIO BIOSCIENCES AND INTRINSIC MEDICINEResearch and Development Collaboration Agreement • December 30th, 2021 • Intrinsic Medicine, Inc. • Biological products, (no disgnostic substances) • Colorado
THIS RESEARCH AND DEVELOPMENT COLLABORATION AGREEMENT (the “Agreement”) made and entered into as of Dec 22, 2020 (the “Effective Date”), by and between ARPEGGIO BIOSCIENCES, INC. (“Arpeggio”) at [***] and INTRINSIC MEDICINE, INC. (“Intrinsic”) at [***], Arpeggio and Intrinsic are hereinafter referred to individually as a “Party” and jointly as “Parties.”
AMENDMENT NO. 1 TO THE LICENSE AGREEMENT BETWEEN LUPA BIO, INC. AND THE REGENTS OF THE UNIVERSITY OF CALIFORNIAThe License Agreement • April 8th, 2022 • Intrinsic Medicine, Inc. • Biological products, (no disgnostic substances) • California
This Amendment No. 1 to the License Agreement (this “Amendment No. 1”) is entered into by and between Lupa Bio, Inc. (hereinafter “LICENSEE”) and the Regents of the University of California (“UNIVERSITY”) represented by its San Diego campus (“UC San Diego”), each referred to herein as a “Party”, or collectively as the “Parties”. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the License Agreement.
UNDERWRITER’S WARRANT FOR THE PURCHASE OF [•] SHARES OF COMMON STOCK OF INTRINSIC MEDICINE, INC.Underwriting Agreement • May 4th, 2022 • Intrinsic Medicine, Inc. • Biological products, (no disgnostic substances)
Capitalized terms not defined herein shall have the meaning ascribed to them in the Underwriting Agreement. in that certain Securities Purchase Agreement (as amended, the “Purchase Agreement”), dated as of August 31, 2021, by and among the Company and the purchasers signatory thereto..
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 8th, 2022 • Intrinsic Medicine, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 31, 2021 between Intrinsic Medicine, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the Annex A hereto (each, including its successors and assigns, an “Investor” and collectively, the “Investors”).
COMMON STOCK PURCHASE WARRANT INTRINSIC MEDICINE, INC.Intrinsic Medicine, Inc. • April 8th, 2022 • Biological products, (no disgnostic substances)
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, SOSV IV, 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 April 5, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Intrinsic Medicine, Inc., a Delaware corporation (the “Company”), up to 1,090,146 shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”); provided, however, if the Company does not consummate an Liquidity Event by June 3, 2022, then the Warrant Shares available for purchase hereunder shall be automatically increased to 1,635,219. 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).
OMNIBUS AMENDMENT NO. 1 TONote Financing Agreements • April 8th, 2022 • Intrinsic Medicine, Inc. • Biological products, (no disgnostic substances) • Arizona
This Omnibus Amendment No. 1 to 2021 Note Financing Agreements (the “Amendment”), is between Intrinsic Medicine, Inc., a Delaware corporation, located at 500 Yale Avenue North, Seattle, WA 98109 (the “Company”), and the undersigned noteholders party hereto (each, a “Consenting Holder” and collectively, the “Consenting Holders”, and together with the Company, the “Parties”, and each, a “Party”) and is dated as of March 28, 2022.
RESEARCH AND DEVELOPMENT COLLABORATION AGREEMENT BETWEEN ARPEGGIO BIOSCIENCES AND INTRINSIC MEDICINEDevelopment Collaboration Agreement • April 8th, 2022 • Intrinsic Medicine, Inc. • Biological products, (no disgnostic substances) • Colorado
THIS RESEARCH AND DEVELOPMENT COLLABORATION AGREEMENT (the “Agreement”) made and entered into as of Dec 22, 2020 (the “Effective Date”), by and between ARPEGGIO BIOSCIENCES, INC. (“Arpeggio”) at [***] and INTRINSIC MEDICINE, INC. (“Intrinsic”) at [***], Arpeggio and Intrinsic are hereinafter referred to individually as a “Party” and jointly as “Parties.”
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.License and Supply Agreement • April 8th, 2022 • Intrinsic Medicine, Inc. • Biological products, (no disgnostic substances)
As you know, Glycosyn LLC (“Glycosyn”) is a licensee of CHMC and certain other licensors (collectively “Licensors”) under that certain License Agreement (LIC091101), dated December 9, 2009 (as amended, the “CHMC License”). Glycosyn is a licensor of Intrinsic Medicine, Inc. (“Intrinsic”, and together with CHMC, the “Parties” and each a “Party”) under that certain License and Supply Agreement, effective as of July 30, 2020, which is, in part, a sublicense of the CHMC License (as amended, the “Intrinsic License Agreement”, which is attached hereto as Exhibit A).
AMENDMENT NO. 1 LICENSE, CLINICAL SUPPLY AND PARTNERSHIP AGREEMENT BY AND BETWEEN GLYCOSYN, LLC AND INTRINSIC MEDICINE, INC. (FORMERLY KNOWN AS LUPA BIO, INC.)License, Clinical Supply and Partnership Agreement • December 30th, 2021 • Intrinsic Medicine, Inc. • Biological products, (no disgnostic substances)
This AMENDMENT NO. 1 to the LICENSE, CLINICAL SUPPLY AND PARTNERSHIP AGREEMENT (the “Amendment No. 1”), effective as of January 21, 2021 (the “Effective Date”), between GLYCOSYN, LLC (“Glycosyn”), located at 95 Sawyer Road, Suite 120, Waltham, MA 02453 and INTRINSICE MEDICINE, INC. (“Intrinsic”), located at [***], Glycosyn and Intrinsic are hereinafter referred to individually as a “Party” and jointly as “Parties.”
AMENDMENT NO. 1 TO THE LICENSE AGREEMENT BETWEEN LUPA BIO, INC. AND THE REGENTS OF THE UNIVERSITY OF CALIFORNIAThe License Agreement • December 30th, 2021 • Intrinsic Medicine, Inc. • Biological products, (no disgnostic substances) • California
This Amendment No. 1 to the License Agreement (this “Amendment No. 1”) is entered into by and between Lupa Bio, Inc. (hereinafter “LICENSEE”) and the Regents of the University of California (“UNIVERSITY”) represented by its San Diego campus (“UC San Diego”), each referred to herein as a “Party”, or collectively as the “Parties”. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the License Agreement.
