SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 23rd, 2015 • Mela Sciences, Inc. /Ny • Surgical & medical instruments & apparatus • New York
Contract Type FiledJune 23rd, 2015 Company Industry JurisdictionThis Securities Purchase Agreement (this “Agreement”) is dated as of June 22, 2015, between MELA Sciences, 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”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 6th, 2023 • STRATA Skin Sciences, Inc. • Surgical & medical instruments & apparatus
Contract Type FiledJuly 6th, 2023 Company IndustryThis Amended and Restated Registration Rights Agreement (this “Agreement”) is made and entered into as of June 30, 2023, between STRATA Skin Sciences, Inc., a Delaware corporation (the “Company”), and MidCap Funding XXVII Trust, a Delaware statutory trust (together with any registered holder from time to time of the Warrant or any holder of the shares issueable or issued upon the exercise or conversion of this Warrant, “Warrantholder”), an Affiliate of MidCap Financial Trust.
EXHIBIT 10.6 ELECTRO-OPTICAL SCIENCES, INC. CONSULTING AGREEMENT This Consulting Agreement (this "AGREEMENT") is made as of May 31, 2005, between Electro-Optical Sciences, Inc., a Delaware corporation with its principal office at 3 West Main Street,...Consulting Agreement • June 3rd, 2005 • Electro Optical Sciences Inc /Ny • New York
Contract Type FiledJune 3rd, 2005 Company Jurisdiction
SERIES [A/B] COMMON STOCK PURCHASE WARRANT MELA SCIENCES, INC.Mela Sciences, Inc. /Ny • July 23rd, 2014 • Surgical & medical instruments & apparatus
Company FiledJuly 23rd, 2014 IndustryTHIS SERIES [A/B] 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 the close of business on the [five (5) year]1[18 month]2 anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MELA Sciences, 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 • October 30th, 2013 • Mela Sciences, Inc. /Ny • Surgical & medical instruments & apparatus • New York
Contract Type FiledOctober 30th, 2013 Company Industry JurisdictionThis Securities Purchase Agreement (this “Agreement”) is dated as of October 29, 2013, between MELA Sciences, 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”).
EXHIBIT 10.7 ELECTRO-OPTICAL SCIENCES, INC., HEREINAFTER REFERRED TO AS TENANT WITNESSETH: Owner hereby leases to Tenant and Tenant hereby hires from Owner Approximately 3,718 Sq. ft., known as Suite 15 (the "Demised Premises") located on the second...Electro Optical Sciences Inc /Ny • June 3rd, 2005 • New York
Company FiledJune 3rd, 2005 Jurisdiction
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 14th, 2014 • Mela Sciences, Inc. /Ny • Surgical & medical instruments & apparatus • New York
Contract Type FiledNovember 14th, 2014 Company Industry JurisdictionThis Securities Purchase Agreement (this “Agreement”) is dated as of July 21, 2014, between MELA Sciences, 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 MELA SCIENCES, INC.Mela Sciences, Inc. /Ny • March 18th, 2014 • Surgical & medical instruments & apparatus
Company FiledMarch 18th, 2014 IndustryTHIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Broadfin Healthcare Master Fund, LTD 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 the close of business on February 5, 2019 (the “Termination Date”) but not thereafter, to subscribe for and purchase from MELA Sciences, Inc., a Delaware corporation (the “Company”), up to 4,324,324 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).
SECURITY AGREEMENTSecurity Agreement • November 14th, 2014 • Mela Sciences, Inc. /Ny • Surgical & medical instruments & apparatus • New York
Contract Type FiledNovember 14th, 2014 Company Industry JurisdictionThis SECURITY AGREEMENT, dated as of July 21, 2014 (this “Agreement”), is among MELA Sciences, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 4% Senior Secured Convertible Debentures due five years following their issuance, in the original aggregate principal amount of $15,000,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
RECITALSInvestors' Rights Agreement • June 3rd, 2005 • Electro Optical Sciences Inc /Ny • New York
Contract Type FiledJune 3rd, 2005 Company Jurisdiction
MELA SCIENCES, INC. SALES AGREEMENTSales Agreement • June 15th, 2012 • Mela Sciences, Inc. /Ny • Surgical & medical instruments & apparatus • New York
Contract Type FiledJune 15th, 2012 Company Industry Jurisdiction
Exhibit 1.1 ___________ Shares of Common Stock ELECTRO-OPTICAL SCIENCES, INC. FORM OF UNDERWRITING AGREEMENT ThinkEquity Partners LLC A Representative of the Several Underwriters 28 West 44th Street, Suite 1200 New York, New York 10036 And Stanford...Warrant Agreement • September 27th, 2005 • Electro Optical Sciences Inc /Ny • Surgical & medical instruments & apparatus • New York
Contract Type FiledSeptember 27th, 2005 Company Industry Jurisdiction
EXHIBIT 10.1 PRODUCTION AGREEMENT FOR COMMERCIAL-GRADE MELAFIND PIVOTAL TRIAL SYSTEMS This Agreement, dated as of January 25, 2006, is between Askion GmbH., a German Company with limited liability, with its registered office at Gewerbepark...Production Agreement • January 31st, 2006 • Electro Optical Sciences Inc /Ny • Surgical & medical instruments & apparatus • New York
Contract Type FiledJanuary 31st, 2006 Company Industry Jurisdiction
STRATA SKIN SCIENCES, INC., as ISSUER and [ ], as INDENTURE TRUSTEE INDENTURE Dated as of [ ]Indenture • August 13th, 2021 • STRATA Skin Sciences, Inc. • Surgical & medical instruments & apparatus • New York
Contract Type FiledAugust 13th, 2021 Company Industry Jurisdiction
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 8th, 2009 • Electro Optical Sciences Inc /Ny • Surgical & medical instruments & apparatus • New York
Contract Type FiledMay 8th, 2009 Company Industry JurisdictionThis REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 7, 2009, is by and between ELECTRO-OPTICAL SCIENCES, INC. (the “Company”) and KINGSBRIDGE CAPITAL LIMITED (the “Investor”).
EXHIBIT 10.10 AGREEMENT OF LEASE, made as of this 23 day of November, 2004 between Bridge Street Properties LLC having an address at One Bridge Street, Irvington. New York 10533, hereinafter referred to as OWNER, and Electro- Optical Sciences, Inc.,...Agreement of Lease • June 3rd, 2005 • Electro Optical Sciences Inc /Ny • New York
Contract Type FiledJune 3rd, 2005 Company Jurisdiction
COMMON STOCK PURCHASE WARRANTNotice of Exercise • June 23rd, 2015 • Mela Sciences, Inc. /Ny • Surgical & medical instruments & apparatus
Contract Type FiledJune 23rd, 2015 Company IndustryTHIS 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 the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MELA Sciences, 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).
RECITALSForm of Indemnity Agreement • August 8th, 2005 • Electro Optical Sciences Inc /Ny • Surgical & medical instruments & apparatus • Delaware
Contract Type FiledAugust 8th, 2005 Company Industry Jurisdiction
2,200,000 Shares 330,000 Overallotment Shares MELA SCIENCES, INC. Common Stock (par value $0.001 per share) UNDERWRITING AGREEMENTUnderwriting Agreement • June 30th, 2010 • Mela Sciences, Inc. /Ny • Surgical & medical instruments & apparatus • New York
Contract Type FiledJune 30th, 2010 Company Industry JurisdictionMELA Sciences, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this underwriting agreement (this “Agreement”), to issue and sell to Needham & Company, LLC (“Needham”) and Leerink Swann LLC (“Leerink”, together with Needham, the "Underwriters”), and the Underwriters severally agree to purchase, subject to the terms and conditions stated in this Agreement, an aggregate of 2,200,000 shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”) as set forth in Schedule III hereto. The Shares (as hereinafter defined) are more fully described in the Registration Statement (as hereinafter defined). The Company also proposes to grant to the Underwriters, subject to the terms and conditions stated in this Agreement, an option to purchase up to an additional 330,000 shares of Common Stock (the “Option Shares”) on the terms and for the purposes set forth in Section 1 hereof. The Firm Shares and the O
CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • October 4th, 2021 • STRATA Skin Sciences, Inc. • Surgical & medical instruments & apparatus • New York
Contract Type FiledOctober 4th, 2021 Company Industry JurisdictionThis CREDIT AND SECURITY AGREEMENT (this “Agreement”), dated as of September 30, 2021 (the “Closing Date”) by and among MIDCAP FINANCIAL TRUST, a Delaware statutory trust (“MidCap”), as administrative agent, the Lenders listed on the Credit Facility Schedule attached hereto and otherwise party hereto from time to time (each a “Lender”, and collectively the “Lenders”), and STRATA SKIN SCIENCES, INC., a Delaware corporation (together with each of its subsidiaries that hereafter becomes a party to this Agreement, the “Borrower”), provides the terms on which Lenders agree to lend to Borrower and Borrower shall repay Lenders. The parties agree as follows:
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 30th, 2013 • Mela Sciences, Inc. /Ny • Surgical & medical instruments & apparatus • California
Contract Type FiledApril 30th, 2013 Company Industry JurisdictionTHIS LOAN AND SECURITY AGREEMENT is made and dated as of March 15, 2013 and is entered into by and between MELA SCIENCES, INC., a Delaware corporation, (hereinafter referred to as “Borrower”), and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (“Lender”).
STRATA SKIN SCIENCES, INC. COMMON STOCK EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • October 18th, 2021 • STRATA Skin Sciences, Inc. • Surgical & medical instruments & apparatus • New York
Contract Type FiledOctober 18th, 2021 Company Industry JurisdictionSTRATA Skin Sciences, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Ladenburg Thalmann & Co. Inc., as follows:
4% SENIOR SECURED CONVERTIBLE DEBENTURE DUE JULY 24, 2019Mela Sciences, Inc. /Ny • July 23rd, 2014 • Surgical & medical instruments & apparatus • New York
Company FiledJuly 23rd, 2014 Industry JurisdictionTHIS 4% SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 4% Senior Secured Convertible Debentures of MELA Sciences, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 50 South Buckhout Street, Suite #1, Irvington, NY 10533, designated as its 4% Senior Secured Convertible Debenture due July 24, 2019 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 1st, 2007 • Electro Optical Sciences Inc /Ny • Surgical & medical instruments & apparatus • New York
Contract Type FiledAugust 1st, 2007 Company Industry JurisdictionREGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 31, 2007, by and among Electro-Optical Sciences, Inc., a corporation organized under the laws of Delaware, with its principal offices at 3 West Main Street, Suite 201, Irvington, New York 10533 (the “Company”), and the undersigned buyers (each, a “Buyer”, and collectively, the “Buyers”).
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Mela Sciences, Inc. /Ny • June 23rd, 2015 • Surgical & medical instruments & apparatus • New York
Company FiledJune 23rd, 2015 Industry JurisdictionTHIS 2.25% SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 2.25% Senior Secured Convertible Debentures of MELA Sciences, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 50 South Buckhout Street, Suite 1, Irvington, New York, 10533, designated as its 2.25% Senior Secured Convertible Debenture due June 22, 2020 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
COMMON STOCK PURCHASE AGREEMENT by and between KINGSBRIDGE CAPITAL LIMITED and ELECTRO-OPTICAL SCIENCES, INC. dated as of May 7, 2009Common Stock Purchase Agreement • May 8th, 2009 • Electro Optical Sciences Inc /Ny • Surgical & medical instruments & apparatus • New York
Contract Type FiledMay 8th, 2009 Company Industry JurisdictionThis COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of the 7th day of May, 2009, by and between Kingsbridge Capital Limited, an entity organized and existing under the laws of the British Virgin Islands, whose business address is P.O. Box 1075, Elizabeth House, 9 Castle Street, St. Helier, Jersey, Channel Islands (the “Investor”), and Electro-Optical Sciences, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”).
H.C. Wainwright Letterhead] June 13, 2014Letter Agreement • August 19th, 2014 • Mela Sciences, Inc. /Ny • Surgical & medical instruments & apparatus • New York
Contract Type FiledAugust 19th, 2014 Company Industry Jurisdiction
2,0888,451 Common Stock ELECTRO-OPTICAL SCIENCES, INC. PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • July 31st, 2008 • Electro Optical Sciences Inc /Ny • Surgical & medical instruments & apparatus • New York
Contract Type FiledJuly 31st, 2008 Company Industry Jurisdiction
ContractWarrant Agreement • July 6th, 2023 • STRATA Skin Sciences, Inc. • Surgical & medical instruments & apparatus • Delaware
Contract Type FiledJuly 6th, 2023 Company Industry JurisdictionTHIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR, SUBJECT TO SECTION 11 HEREOF, AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
EXHIBIT 1.1 __________ Shares of Common Stock ELECTRO-OPTICAL SCIENCES, INC. FORM OF UNDERWRITING AGREEMENT Ladenburg Thalmann & Co. Inc. A Representative of the Several Underwriters 590 Madison Avenue New York, New York 10022 And Stanford Group...Letter Agreement • August 8th, 2005 • Electro Optical Sciences Inc /Ny • Surgical & medical instruments & apparatus • New York
Contract Type FiledAugust 8th, 2005 Company Industry Jurisdiction
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 2nd, 2018 • STRATA Skin Sciences, Inc. • Surgical & medical instruments & apparatus
Contract Type FiledApril 2nd, 2018 Company IndustryThis Registration Rights Agreement (this "Agreement") is entered into effective as of [●], 2018, by and among (i) STRATA Skin Sciences, Inc., a Delaware corporation (the "Company"), (ii) Accelmed Growth Partners, L.P., a Cayman Island exempted limited partnership ("Buyer"), (iii) Broadfin Healthcare Master Fund, Ltd. a Cayman Island exempted company ("Broadfin"), (iv) Sabby Healthcare Master Fund, a Cayman Island exempted company (Sabby")[, and (v) Dolev Rafaeli and Gohan Investments Ltd. (together the "Additional Investors" and together with Buyer, Broadfin and Sabby, the "Investors")].
MELA SCIENCES, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • March 17th, 2014 • Mela Sciences, Inc. /Ny • Surgical & medical instruments & apparatus • Delaware
Contract Type FiledMarch 17th, 2014 Company Industry JurisdictionThis Indemnification Agreement (“Agreement”) is effective as of [ ], by and between MELA Sciences, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
SECURITIES PURCHASE AGREEMENT BY AND BETWEEN STRATA SKIN SCIENCES, INC., AND ACCELMED GROWTH PARTNERS, L.P. Dated as of March 30, 2018Securities Purchase Agreement • April 2nd, 2018 • STRATA Skin Sciences, Inc. • Surgical & medical instruments & apparatus • Delaware
Contract Type FiledApril 2nd, 2018 Company Industry JurisdictionThis SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of March 30, 2018, is entered into by and between STRATA Skin Sciences, Inc., a Delaware corporation (the "Company"), and Accelmed Growth Partners, L.P., a Cayman Island exempted limited partnership ("Buyer").
WARRANT AMENDMENT AGREEMENTWarrant Amendment Agreement • January 22nd, 2016 • STRATA Skin Sciences, Inc. • Surgical & medical instruments & apparatus
Contract Type FiledJanuary 22nd, 2016 Company IndustryTHIS WARRANT AMENDMENT AGREEMENT (the "Agreement") is entered into as of January 22, 2016, by and among Strata Skin Sciences, Inc., a Delaware corporation (the "Company") and the other parties which are signatories hereto (individually, an "Investor" and collectively, the "Investors"). In consideration of the mutual premises and covenants contained herein and in the Purchase Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 23rd, 2015 • Mela Sciences, Inc. /Ny • Surgical & medical instruments & apparatus • New York
Contract Type FiledJune 23rd, 2015 Company Industry JurisdictionTHIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of June 22, 2015, by and among MELA Sciences, Inc., a Delaware corporation (“Purchaser”), PhotoMedex, Inc., a Nevada corporation (“PHMD”) and PhotoMedex Technology, Inc., a Delaware corporation (“P-Tech” and, together with PHMD, the “Sellers” and each, a “Seller”). Purchaser and the Sellers are each sometimes referred to herein as a “Party” and, collectively, as the “Parties.” Capitalized terms which are used but not otherwise defined herein are defined in Section 1.1 below.