UNDERWRITING AGREEMENT APTINYX INC. 14,000,000 Shares of Common Stock, par value $0.01 per share October 21, 2020Underwriting Agreement • October 22nd, 2020 • Aptinyx Inc. • Pharmaceutical preparations • New York
Aptinyx Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 14,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 2,100,000 shares of Common Stock, of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
APTINYX Inc. $50,000,000 Common stock SALES AGREEMENTSales Agreement • September 16th, 2021 • Aptinyx Inc. • Pharmaceutical preparations • New York
APTINYX INC. [FORM OF] DIRECTOR INDEMNIFICATION AGREEMENTIndemnification Agreement • June 11th, 2018 • Aptinyx Inc. • Pharmaceutical preparations • Delaware
This INDEMNIFICATION AGREEMENT (“Agreement”) is made as of [ ] by and between Aptinyx Inc., a Delaware corporation (the “Company”), and [Director] (“Indemnitee”).
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • May 23rd, 2018 • Aptinyx Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 11th day of December, 2017, by and among Aptinyx Inc., a Delaware corporation (the “Company”) and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor.”
APTINYX INC. COMMON STOCK SALES AGREEMENTCommon Stock • July 1st, 2019 • Aptinyx Inc. • Pharmaceutical preparations • New York
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 16th, 2021 • Aptinyx Inc. • Pharmaceutical preparations • New York
This LOAN AND SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of September 15, 2021 (the “Closing Date”) is entered into among APTINYX INC., a Delaware corporation (“Borrower Representative”), and each other Person party hereto as a borrower from time to time (collectively, “Borrowers”, and each, a “Borrower”), K2 HEALTHVENTURES LLC as a lender, and the other lenders from time to time party hereto (collectively, “Lenders”, and each, a “Lender”), K2 HEALTHVENTURES LLC, as administrative agent for Lenders (in such capacity, together with its successors, “Administrative Agent”), and ANKURA TRUST COMPANY, LLC, as collateral agent for Lenders (in such capacity, together with its successors, “Collateral Trustee”).
OFFICE LEASE AGREEMENT Between FSP 909 DAVIS STREET LLC, a Delaware limited liability company as Landlord and APTINYX INC., a Delaware corporation as Tenant Premises: Suite 600 Evanston, Illinois 60201Office Lease Agreement • May 23rd, 2018 • Aptinyx Inc. • Pharmaceutical preparations • Illinois
Tenant’s Address: 909 Davis Street Evanston, Illinois 60201 Attn: Patricia Adams, Vice President of Human Resources and Administration
RESEARCH COLLABORATION AGREEMENT BY AND BETWEEN NAUREX INC. AND APTINYX INC. DATED AS OF JULY 24, 2015Research and Collaboration Agreement • May 23rd, 2018 • Aptinyx Inc. • Pharmaceutical preparations • New York
This Research Collaboration Agreement (this “Agreement”), dated as of July 24, 2015 (the “Execution Date”), is entered into by and between Naurex Inc., a Delaware corporation (the “Company”) and Aptinyx Inc., a Delaware corporation (“SpinCo”). The Company and SpinCo are each referred to herein by name or as a “Party” or, collectively, as “Parties”.
ContractAptinyx Inc. • September 16th, 2021 • Pharmaceutical preparations • New York
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY U.S. STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
AMENDMENT NO. 1 TO SALES AGREEMENTSales Agreement • March 24th, 2022 • Aptinyx Inc. • Pharmaceutical preparations • New York
Aptinyx Inc., a Delaware corporation (the “Company”), together with Cowen and Company, LLC (the “Agent”), are parties to that certain Sales Agreement dated September 16, 2021 (the “Original Agreement”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement. The Company and the Agent desire to amend the Original Agreement as set forth in this Amendment No. 1 thereto (this “Amendment”) as follows:
FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 3rd, 2022 • Aptinyx Inc. • Pharmaceutical preparations
This First Amendment to Amended and Restated Employment Agreement (this “Amendment”) is made effective as of January 1, 2022 (the “Amendment Effective Date”), by and between Aptinyx, Inc. (the “Company”), and Andrew D. Kidd (the “Executive”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • June 11th, 2018 • Aptinyx Inc. • Pharmaceutical preparations • Illinois
This Amended and Restated Employment Agreement (the “Agreement”) is made by and between Aptinyx Inc. (the “Company”) and (the “Executive”). Except with respect to the Restrictive Covenants Agreement and the Equity Documents (each as defined below), this Agreement supersedes, amends and restates in all respects all prior agreements and understandings between the Executive and the Company regarding the subject matter herein, including without limitation that certain employment agreement dated [DATE] (the “Prior Agreement”). This Agreement shall be effective as of the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Effective Date”).
FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 3rd, 2022 • Aptinyx Inc. • Pharmaceutical preparations
This First Amendment to Amended and Restated Employment Agreement (this “Amendment”) is made effective as of January 1, 2022 (the “Amendment Effective Date”), by and between Aptinyx, Inc. (the “Company”), and Norbert G. Riedel, PhD (the “Executive”).
