INTI 8-K
Inhibitor Therapeutics, Inc. (INTI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01. | Entry into a Material Definitive Agreement. |
Securities Purchase Agreement.
On February 19, 2026, Inhibitor Therapeutics, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “SPA”) with an institutional investor (the “Investor”), for certain financing (the “Financing”), pursuant to which the Company has agreed to sell to the Investor 12,000,000 shares of its common stock, par value $0.0001 per share (the “Common Stock”) and to issue to the Investor a Common Stock Purchase Warrant to purchase up to 7,000,000 shares of Common Stock (the “Warrant”), in consideration for the Investor’s investment of $3,000,000 therefor ($0.25 per share of Common Stock and accompanying Warrant). The shares of Common Stock sold in the Financing and the shares of Common Stock exercisable, pursuant to the Warrant will be subject to transfer restrictions under the Securities Act of 1933, as amended (the “Securities Act”), unless they are registered for resale pursuant to a registration statement, in the future, or sold pursuant to an exemption from registration under the Securities Act. The Company intends to use the proceeds received by the Company in connection with the Financing for working capital and general corporate purposes.
The SPA also includes customary representations, warranties and covenants.
As of February 24, 2026, the filing date of this Current Report on Form 8-K, the Financing contemplated under the terms and conditions of the SPA has not yet been closed and funded. The Company expects the Financing to close and fund within a reasonable period of time hereafter.
The foregoing description of the SPA does not purport to be complete and is qualified in its entirety by reference to the full text of the SPA, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Common Stock Purchase Warrant.
In connection with the Financing, the Company will issue the Warrant to the Investor. The Warrant will be exercisable for a period of three (3) years after issuance at an exercise price of $0.35 per share of Common Stock. If the Warrant is exercised for all 7,000,000 shares of Common Stock exercisable thereunder, this would result in additional gross proceeds to the Company of $2,450,000. The Warrant will also provide for customary adjustments upon a reclassification or recapitalization of the shares of Common Stock as, for example, a forward or reverse stock split.
The foregoing description of the Warrant does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of Warrant, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Lock-Up Agreement.
In connection with the Financing, the Investor executed and entered into a Lock-Up Agreement (the “Lock-Up Agreement”), pursuant to which it agreed, subject to certain exceptions, not to sell or transfer the shares of Common Stock issued in the Financing or any shares of Common Stock issued upon exercise of the Warrant, until the earlier of (i) nine (9) months after the execution date of the SPA or (ii) the date on which there is a Change in Control (as such term is defined in the Lock-Up Agreement) of the Company.
The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Lock-Up Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) The following exhibit is filed with this report.
| Exhibit No. | Description of Exhibit | |
| 4.1 | Form of Common Stock Purchase Warrant | |
| 10.1 | Securities Purchase Agreement, dated February 19, 2026 | |
| 10.2 | Lock-Up Agreement, dated February 19, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: February 24, 2026 | INHIBITOR THERAPEUTICS, INC. | |
| By: | /s/ Francis E. O’Donnell | |
| Name: | Francis E. O’Donnell | |
| Title: | Executive Chairman and CEO | |
Exhibit 4.1
EXECUTION VERSION
THE WARRANT REPRESENTED BY THIS CERTIFICATE 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 NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.
THE TRANSFER OF THIS WARRANT IS RESTRICTED AS DESCRIBED HEREIN.
INHIBITOR THERAPEUTICS, INC.
Warrant for the Purchase of up to 7,000,000 Shares of Common Stock, par value $0.0001 per share
ISSUANCE DATE:
EXPIRATION DATE:
Up To 7,000,000 Shares of Common Stock @$0.35 per share
This Warrant certifies that, for value received, with an address of (including any transferee, the “Holder”), during the period commencing on the Issuance Date and terminating on the Expiration Date (the “Exercise Period”), is entitled to subscribe for and purchase from INHIBITOR THERAPEUTICS, INC., a Delaware corporation (the “Company”), upon the terms and conditions set forth herein, up to an aggregate of 7,000,000 shares of the Company Common Stock, par value $0.0001 per share (“Common Stock”), at a price (the “Exercise Price”) equal to $0.35 per share.
As used herein the term “this Warrant” shall mean and include this Warrant and any Warrant or Warrants hereafter issued as a consequence of the exercise or transfer of this Warrant in whole or in part.
The number of shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”) and the Exercise Price may be adjusted from time to time as hereinafter set forth.
EXERCISE:
1. This Warrant may be exercised during the Exercise Period, as to the whole or any lesser number of whole Warrant Shares by the Holder’s delivery of an “Election to Exercise,” in the form attached hereto, duly executed) to the Company at its office at 3014 West Palmira Ave., Suite 302, Tampa, FL 33629 or at such other place as is designated in writing by the Company, together with cash or a certified or bank cashier’s check payable to the order of the Company in an amount equal to the Exercise Price multiplied by the number of Warrant Shares for which this Warrant is being exercised. To the extent any portion of this Warrant is not exercised prior to 5:00 p.m. on the Expiration Date, New York time, this Warrant shall become null and void and all rights thereunder shall cease as of such time. Upon the full exercise of this Warrant, the Holder shall surrender this Warrant to the Company. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
2. The Holder shall be deemed to be the holder of record of the Warrant Shares as soon as the Company receives an applicable “Election to Exercise” and the aggregate Exercise Price for the Warrant Shares in accordance with Section I (each an “Exercise Date”); provided, however, that if the Exercise Date is a date upon which the transfer books of the Company are closed, the Holder shall be deemed to be the record holder on the next succeeding business day on which such books are open. As soon as practicable after each such exercise of this Warrant, the Company shall issue and cause to be delivered to the Holder a certificate or certificates for the Warrant Shares issuable upon such exercise, registered in the name of the Holder or its designee.
3. (a) Any Warrants issued upon the transfer of this Warrant shall be numbered and shall be registered in a Warrant Register as they are issued. The Company shall be entitled to treat the registered holder of any Warrant on the Warrant Register as the owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in such Warrant on the part of any other person, and shall not be liable for any registration or transfer of Warrants which are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary unless made with the actual knowledge that a fiduciary or nominee is committing a breach of trust in requesting such registration or transfer, or with the knowledge of such facts that its participation therein amounts to bad faith. This Warrant shall be transferable only on the books of the Company upon delivery thereof duly endorsed by the Holder or by Holder’s duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment, or authority to transfer. In all cases of transfer by an attorney, executor, administrator, guardian, or other legal representative, duly authenticated evidence of his or its authority shall be produced. Upon any registration of the transfer of this Warrant, the Company shall cause to be delivered a new Warrant or Warrants to the person entitled thereto. This Warrant may be exchanged, at the option of the Holder thereof, for another Warrant, or other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of Warrant Shares (or portions thereof), upon surrender to the Company or its duly authorized agent. Notwithstanding the foregoing, the Company shall have no obligation to cause Warrants to be transferred on its books to any person if, in the opinion of counsel to the Company, such transfer does not comply with the provisions of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder.
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(b) TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933. This Warrant may not be exercised and neither this Warrant nor any Securities (as defined in the Securities Act), nor any interest in either, may be offered, sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or disposed of, in whole or in part, except in compliance with applicable United States federal and state securities or blue sky laws and the terms and conditions hereof. Each Warrant shall bear a legend in substantially the same form as the legend set forth on the first page of this Warrant. Each certificate for the Securities issued upon exercise of this Warrant, unless at the time of exercise such Securities are acquired pursuant to a registration statement that has been declared effective under the Securities Act of 1933, as amended (the “Securities Act”), and applicable blue sky laws, shall bear a legend substantially in the following form:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
4. Any certificate for any Securities issued at any time in exchange or substitution for any certificate for any Securities bearing such legend (except a new certificate for any Securities issued after the acquisition of such Securities pursuant to a registration statement that has been declared effective under the Securities Act) shall also bear such legend unless, in the opinion of counsel for the Company, the Securities represented thereby need no longer be subject to the restriction contained herein. The provisions of this Section 4 shall be binding upon all subsequent holders of certificates for Securities bearing the above legend and all subsequent holders of this Warrant, if any.
5. The Company shall at all times reserve and keep available out of its authorized and unissued shares of Common Stock solely for the purpose of providing for the exercise of the rights to purchase Warrant Shares granted pursuant to the outstanding Warrants, such number of shares of Common Stock as shall, from time to time, be required therefore. The Company covenants that the Warrant Shares, upon Holder’s properly executed Election to Exercise and upon receipt by the Company of the full Exercise Price therefor, shall be validly issued, fully paid, nonassessable, and free of preemptive rights.
(a) In case of any consolidation with or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or continuing corporation), or in case of any sale, lease, or conveyance to another corporation of the property and assets of any nature of the Company as an entirety or substantially as an entirety, such successor, leasing, or purchasing corporation, as the case may be, the Company shall (i) execute with the Holder an agreement providing that the Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash, or any combination thereof receivable upon such consolidation, merger, sale, lease, or conveyance by a holder of the number of shares of Common Stock for which this Warrant might have been exercised immediately prior to such consolidation, merger, sale, lease, or conveyance, and (ii) make effective provision in its certificate of incorporation or otherwise, if necessary, to effect such agreement.
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(b) In case of any reclassification or change of the shares of Common Stock issuable upon exercise of this Warrant (other than a change in par value or from no par value to a specified par value, or as a result of a subdivision or combination, but including any change in the shares into two or more classes or series of shares), or in case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change to the right to receive cash or other property) of the shares of Common Stock (other than a change in par value, or from no par value to a specified par value, or as a result of a subdivision or combination, but including any change in the shares into two or more classes or series of shares), the Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash, or any combination thereof receivable upon such reclassification, change, consolidation, or merger by a holder of the number of shares of Common Stock for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation, or merger.
(c) The above provisions of this Section 5 shall similarly apply to successive reclassifications and changes of shares of Common Stock and to successive consolidations, mergers, sales, leases, or conveyances.
6. The issuance of any shares or other securities upon the exercise of this Warrant, and the delivery of certificates or other instruments representing such shares or other securities, shall be made without charge to the Holder for any tax or other charge in respect of such issuance. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer or delivery of this Warrant to a person other than, or the issuance and delivery of any certificate in a name other than that of the registered Holder and the Company shall not be required to issue or deliver any such certificate unless and until the person or persons requesting the issue thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.
7. Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction, or mutilation of any Warrant (and upon surrender of any Warrant if mutilated) , including an affidavit of the Holder thereof that this Warrant has been lost, stolen, destroyed or mutilated, together with an indemnity against any claim that may be made against the Company on account of such lost, stolen, destroyed or mutilated Warrant, and upon reimbursement of the Company’s reasonable incidental expenses, the Company shall execute and deliver to the Holder thereof a new Warrant of like date, tenor, and denomination.
8. The Holder of any Warrant shall not have, solely on account of such status, any rights of a stockholder of the Company, either at law or in equity, or to any notice of meetings of stockholders or of any other proceedings of the Company, except as provided in this Warrant.
9. This Warrant shall be construed in accordance with the laws of the State of Delaware applicable to contracts made and performed within such State, without regard to principles governing conflicts of law. The Company irrevocably consents to the jurisdiction of the courts of the State of Delaware and of any federal court located in such State in connection with any action or proceeding arising out of or relating to this Warrant, any document or instrument delivered · pursuant to, in connection with or simultaneously with this Warrant, or a breach of this Warrant or any such document or instrument.
10. Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be mailed by certified mail, return receipt requested, or by Federal Express, Express Mail or similar overnight delivery or courier service or delivered (in person or by telecopy, telex or similar telecommunications equipment) against receipt to the party to whom it is to be given, (i) if to the Company, at 3014 W. Palmira Avenue, Suite 302, Tampa, FL 33629-7264, Attention: CEO, (ii) if to the Holder, at its address set forth on the first page hereof, or (iii) in either case, to such other address as the party shall have furnished in writing in accordance with the provisions of this Section 10. Notice to the estate of any party shall be sufficient if addressed to the party as provided in this Section 10. Any notice or other communication given by certified mail shall be deemed given at the time of certification thereof, except for a notice changing a party’s address which shall be deemed given at the time of receipt thereof. Any notice given by other means permitted by this Section 10 shall be deemed given at the time of receipt thereof.
11. This Warrant may be amended only by a written instrument executed by the Company and the Holder hereof. Any amendment shall be endorsed upon this Warrant, and all future Holders shall be bound thereby.
Dated as of
| INHIBITOR THERAPEUTICS, INC. | ||
| By: | ||
| Francis E. O’Donnell Jr., CEO | ||
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EXECUTION VERSION
FORM OF ASSIGNMENT
(To be executed by the registered holder if such holder desires to transfer the attached Warrant.)
FOR VALUE RECEIVED, __________________________________________hereby sells, assigns, and transfers unto ________________________________a Warrant to purchase ___________________shares of Common Stock, par value $0.0001 per share, of INHIBITOR THERAPEUTICS, INC. (the “Company”), together with all right, title, and interest therein, and does hereby irrevocably constitute and appoint _______________________attorney to transfer such Warrant on the books of the Company, with full power of substitution.
Dated: ____________________________________________
Signature _____________________________________________________________________________
Signature Guarantee ________________________________________________
NOTICE
The signature on the foregoing Assignment must correspond to the name as written upon the face of this Warrant in every particular, without alteration or enlargement or any change whatsoever.
EXECUTION VERSION
| To: | INHIBITOR THERAPEUTICS, INC. |
| 3014 West Palmira Ave Suite 302 | |
| Tampa, Florida 33629 |
ELECTION TO EXERCISE
The undersigned hereby exercises his or its rights to purchase ___________________Warrant Shares covered by the within Warrant and tenders payment herewith in the amount of $________________ in accordance with the terms thereof, and requests that certificates for such securities be issued in the name of, and delivered to:
| (Print Name, Address and Social Security or Tax Identification Number) | |
| (Print Name, Address and Social Security or Tax Identification Number) | |
Signature Page Follows
Dated: ______________________________
Name: ______________________________
(Print)
Address:
| (Signature) | |
| (Signature Guarantee) | |
| (Signature Guarantee) |
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Exhibit 10.1
EXECUTION VERSION
SECURITIES PURCHASE AGREEMENT
This Securities Purchase Agreement (this “Agreement”) is dated as of February 19, 2026, between Inhibitor Therapeutics, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).
WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) promulgated thereunder, the Company desires to issue and sell to Purchaser, and Purchaser desires to purchase from the Company, securities of the Company as more fully described in this Agreement.
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and Purchaser agree as follows:
ARTICLE I. DEFINITIONS
1.1 Definitions. In addition to the capitalized terms defined elsewhere in this Agreement, the following capitalized terms used herein have the meanings set forth in this Section 1.1:
“Accredited Investor Questionnaire” means the Accredited Investor Questionnaire provided to the Purchaser by the Company as part of the Transaction Documents.
“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.
“Board of Directors” means the board of directors of the Company.
“Business Day” means any day except Saturday, Sunday, any day which a federal legal holiday in the United States or on which banking institutions in the State of New York are authorized or required by law or other governmental action to close, excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercial banking institutions in New York, New York are generally open for use by customers on such day.
“Closing” means the closing of the purchase and sale of the Units pursuant to Section 2.1.
“Closing Date” means the date when all of the Transaction Documents pertaining to the Closing have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchaser’s obligations to pay the Transaction Amount and (ii) the Company’s obligations to deliver the Units have been satisfied or waived.
“Commission” means the United States Securities and Exchange Commission.
“Common Stock” means the common stock of the Company as described in the Company’s Articles of Incorporation, as amended, par value $0.0001 per share, and any other class of securities into which such common stock may hereafter be reclassified or changed into.
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“GAAP” shall mean generally accepted accounting principles of the United States.
“Liens” means a lien, charge, security interest, encumbrance, right of first refusal,
preemptive right or other restriction.
“Lock-Up Agreement” means the Lock-Up Agreement, in the form of Exhibit A to be executed and delivered by Purchaser, as described herein.
“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Payment Price” means $0.25, the price per Unit to be paid by Purchaser in this transaction, for total Payment Price of $3,000,000.00.
“Permitted Liens” means any (i) Liens which shall be removed prior to the Closing; (b) mechanic, carrier, workers’ and other similar Liens arising in the ordinary course of business and consistent with past practice; (c) minor imperfections of title, if any, none of which is substantial in amount, materially detract from the value of the Company’s assets subject thereto or materially impair the operation of the such assets; and (d) Liens for any taxes not yet due and payable.
“Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced or threatened.
“Purchased Securities” means collectively, the Units, the Shares and the Warrants.
“Regulation D” means Regulation D promulgated under the Securities Act.
“ Required Approvals” means (i) any filings required pursuant to this Agreement, and (ii) the filing of Form D with the SEC and such filings as are required to be made under applicable state securities laws, (collectively, the “Required Approvals”).
“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.
“Shares” means the shares of Common Stock of the Company, included in the Units, to be purchased by Purchaser and issued to Purchaser by Company.
“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Transaction Documents” means this Agreement, the Form of Warrant, the Lock-Up Agreement, the Accredited Investor Questionnaire and the Supplemental Regulation D Questionnaire, and all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder.
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“Units” means the Shares and accompanying Warrants purchased by the Purchaser and issued to the Purchaser by the Company. No certificates will be issued for Units, but the Company will issue the Shares and the Warrants by certificate separately.
“Warrant Shares” means the shares of Common Stock issuable upon the exercise of the Warrants.
“Warrants” means the Common Stock Purchase Warrants, in the form of Exhibit B which are issued to Purchaser and accompany the Shares, forming a part of the Units, as described herein.
ARTICLE II. PURCHASE AND SALE
2.1 Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchaser agrees to purchase, Three Million Dollars ($3,000,000) of Units, at a purchase price of $0.25 per Unit. The Purchaser shall deliver to the Company via wire transfer or a certified check of immediately available funds in the amount of Three Million Dollars ($3,000,000.00) and the Company shall deliver to Purchaser the Units, by the separate issuance of the Shares and the Warrants to the Purchaser, and the Company and Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, Closing shall occur at the offices of the Company or such other location as the parties shall mutually agree (Closing may also be undertaken by remote electronic delivery of Closing documentation).
2.2 Deliveries.
(a) On or prior to each Closing Date, the Company shall deliver or cause to be delivered to Purchaser the following:
| (i) | this Agreement duly executed by the Company; |
| (ii) | the Shares duly issued by the Company in certificated form; |
| (iii) | the Warrants duly issued by the Company. |
(b) On or prior to the Closing Date, Purchaser shall deliver or cause to be delivered to the Company the following:
| (i) | this Agreement duly executed by Purchaser; |
| (ii) | the Lock-Up Agreement; |
| (iii) | an Accredited Investor Questionnaire, duly completed and executed by the Purchaser; |
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| (iv) | a Supplemental Regulation D Questionnaire, duly completed and executed by the Purchaser; and |
| (v) | Purchaser’s Transaction Payment Price by wire transfer to the account as specified by the Company herein. |
Summary of the Transaction
| Issuer | Inhibitor Therapeutics, Inc. | |
| Purchaser |
| |
| Transaction Summary | $3.0 million private placement sale of twelve million shares of Common Stock along with Warrants as described below. |
| Amount and Purchase Price | 12,000,000 Units, with each Unit comprised of (i) on Twelve million Shares and (ii) one warrant exercisable for 0.5833333 shares of Common Stock. The purchase price for each Unit will be equal to $0.25, for a total Transaction price of $3,000,000.00.
Common Stock shall be subject to Lock-Up restrictions to be set forth in a separate form of Lock-up Agreement.
| |
| Warrants | Purchaser shall receive Warrants to purchase an aggregate of Seven Million (7,000,000) shares of Company Common Stock to be issued to Purchaser at Closing.
Warrants shall vest upon issuance and shall have a three-year term. Warrants shall be exercisable only for cash at the exercise price of $0.35 per share.
Warrants shall be transferable by Holder subject to compliance with federal securities laws regarding transfer of unregistered securities.
| |
| Use of Proceeds | Proceeds from the Transaction will be used for working capital and general corporate purposes. | |
| Lock-Up | Investor will enter into the Lock Up Agreement preventing resale of the Shares and any Warrant Shares for a period of nine (9) months following the date of the Closing. |
2.3 Closing Conditions.
(a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchaser contained herein;
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(ii) all obligations, covenants and agreements of Purchaser required to be performed at or prior to the Closing Date shall have been performed; and
(iii) the delivery by Purchaser of the items set forth in Section 2.2(b) of this Agreement.
(b) The obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein;
(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to Closing Date shall have been performed;
(iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and
(iv) there shall have been no Material Adverse Effect (as such term is defined in Section 3.1(b) hereafter) with respect to the Company since the date first written above that has not been disclosed to Purchaser.
ARTICLE III. REPRESENTATIONS AND WARRANTIES
3.1 Representations and Warranties of the Company. Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall be deemed a part hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the corresponding section of the Disclosure Schedules, the Company hereby makes the following representations and warranties to the Purchaser:
(a) Subsidiaries. There are no subsidiaries of the Company as of the date of this Agreement.
(b) Organization and Qualification. The Company is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. The Company is not in violation nor default of any of the provisions of its certificate or articles of incorporation, bylaws or other organizational or charter documents. The Company is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business or condition (financial or otherwise) of the Company, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.
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(c) Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection therewith other than in connection with the Required Approval. Each Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
(d) No Conflicts. The execution, delivery and performance by the Company of the Transaction Documents, the issuance and sale of the Units and the consummation by it to which it is a party of the other transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate any provision of the Company’s certificate or articles of incorporation, bylaws or other organizational or charter documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company, except for any Permitted Liens, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company debt or otherwise) or other understanding to which the Company is a party or by which any property or asset of the Company is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.
(e) Filings, Consents and Approvals. Other than any of the Required Approvals, the Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents.
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(f) Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.
(g) Capitalization. The outstanding capitalization of the Company is as set forth on Schedule 3.1(g). No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Shares. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.
(h) Material Changes; Undisclosed Events, Liabilities or Developments. Except for the issuance of the Shares and the Warrants contemplated by this Agreement, and the other material terms of the transactions contemplated under the Transaction Documents, no event, liability or development has occurred or exists with respect to the Company or its business, properties, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made.
(i) Litigation. There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Shares or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect.
(j) Compliance. The Company: (i) has not received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is not in violation of any order of any court, arbitrator or governmental body or (iii) is not in violation of any statute, rule or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws applicable to its business and all such laws that affect the environment, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.
(k) Title to Assets. Subject to any Permitted Liens, the Company has good and marketable title in all personal property owned by it that is material to the business of the Company. Any real property and facilities held under lease by the Company are held by the Company under valid, subsisting and enforceable leases with which the Company is in compliance.
(l) Patents and Trademarks. The Company has, or has rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights as necessary or material for use in connection with its businesses and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). The Company has not received a notice (written or otherwise) that any of the Intellectual Property Rights used by the Company violates or infringes upon the rights of any Person. To the knowledge of the Company, (i) all such Intellectual Property Rights are enforceable and (ii) there is no existing infringement by another Person of any of the Intellectual Property Rights.
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(m) Certain Fees. The Purchaser shall have no obligation with respect to any brokerage or finder’s fees or commissions or with respect to any claims made by or on behalf of other Persons for such fees or commissions in connection with the transactions contemplated by the Transaction Documents.
(n) Private Placement. Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Shares by the Company to the Purchaser as contemplated hereby.
(o) Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Shares, will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so that it will not become subject to the Investment Company Act of 1940, as amended.
(p) Disclosures made by the Company with the US. Securities and Exchange Commission, including its financial statements included therein, are true and correct and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.
(q) No Integrated Offering. Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 3.2, neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this Sale/Purchase of the Units to be integrated with prior offerings by the Company for purposes of the Securities Act which would require the registration of any such securities under the Securities Act.
(r) Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, the Company has filed all necessary federal, state and foreign income and franchise tax returns and has paid or accrued all taxes shown as due thereon, and the Company has no knowledge of a tax deficiency which has been asserted or threatened against the Company.
(s) No General Solicitation. Neither the Company nor any person acting on behalf of the Company has offered or sold any of the Units by any form of general solicitation or general advertising. The Company has offered the Units for sale only to the Purchaser.
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(t) Foreign Corrupt Practices. Neither the Company, nor to the knowledge of the Company, any agent or other person acting on behalf of the Company, has: (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company (or made by any person acting on its behalf of which the Company is aware) which is in violation of law or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended.
(u) No Disagreements with Accountants and Lawyers. There are no disagreements of any kind presently existing, or reasonably anticipated by the Company to arise, between the Company and the accountants and lawyers formerly or presently employed by the Company and the Company is current with respect to any fees owed to its accountants and lawyers which could affect the Company’s ability to perform any of its obligations under any of the Transaction Documents.
(v) Acknowledgment Regarding Purchaser’s Purchase of Purchased Securities. The Company acknowledges and agrees that the Purchaser is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby. The Company further acknowledges that Purchaser is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by Purchaser or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental to the Purchaser’s purchase of the Purchased Securities. The Company further represents to Purchaser that the Company’s decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.
(w) Stock Option Plans. Each stock option granted by the Company under the Company’s stock option plan was granted (i) in accordance with the terms of the Company’s stock option plan and (ii) with an exercise price at least equal to the fair market value of the Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under the Company’s stock option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the release or other public announcement of material information regarding the Company or its financial results or prospects.
3.2 Representations and Warranties of the Purchaser. Purchaser hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows:
(a) Organization; Authority. Purchaser is a Person with full right, and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary action on the part of Purchaser. Each Transaction Document to which Purchaser is a party has been duly executed by Purchaser, and when delivered by Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
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(b) Own Account; Illiquidity. Purchaser understands that the Purchased Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities laws and is acquiring the Purchased Securities as principal for its own account and not with a view to or for distributing or reselling any of them or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Purchased Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Purchased Securities (this representation and warranty not limiting Purchaser’s right to sell any of the Purchased Securities in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law.
(c) Purchaser Status. At the time Purchaser was offered the Units, it was, and as of the date hereof it is either: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act. Purchaser has been provided with an Accredited Investor Questionnaire and a Supplemental Regulation D Questionnaire, each of which it has completed and, as completed and delivered to the Company by Purchaser, are each true, complete and accurate in all respects.
(d) Experience of Purchaser. Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Units (including the risks associated with a pre-revenue biopharmaceutical company), and has so evaluated the merits and risks of such investment. Purchaser is able to bear the economic risk of an investment in the Units and, at the present time, is able to afford a complete loss of such investment.
(e) Acknowledgement of Risk. Purchaser acknowledges and understands that the Company is a pre-revenue, clinical stage venture with little current capital resources. Therefore, an investment in the Company involves a very high degree of risk and should not be undertaken if the Purchaser cannot afford to lose the Purchaser’s entire investment in the Company. The Purchaser confirms that the Purchaser has read and understands the risk factors related to the Company as disclosed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K filed with the SEC. The Purchaser acknowledges and confirms that the Purchaser can bear the economic risk of the purchase of the Units, including a total loss of the Purchaser’s investment. Purchaser acknowledges and agrees that the Purchaser’s investment in the Company is reasonable in relation to the Purchaser’s net worth and financial needs.
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(f) Adequacy of Information. Purchaser acknowledges that Purchaser has had the opportunity to ask questions of, and receive answers from the Company or any authorized person acting on their behalf concerning the Company and its business plan (including, without limitation, as described in the Company’s Annual Report on Form 10-K and periodic reports on Form 10-Q). In connection therewith, the Purchaser acknowledges that the Purchaser has had the opportunity to discuss the Company’s business, management and financial affairs with the Company’s management or any authorized person acting on its behalf. The Purchaser has received and reviewed all the information concerning the Company and the Purchased Securities, both written and oral, that the Purchaser desires. In determining whether to make an investment in the Units, the Purchaser has relied solely on the Purchaser’s own knowledge and understanding of the Company and its business based upon the Purchaser’s own due diligence investigations and the information furnished pursuant to this paragraph.
(g) General Solicitation. The Purchaser is not purchasing the Units as a result of any advertisement, article, notice or other communication regarding the Units published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.
ARTICLE IV. OTHER AGREEMENTS OF THE PARTIES
4.1 Transfer Restrictions.
(a) The Purchased Securities and the Warrant Shares, as applicable, may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of any of the Purchased Securities or Warrant Shares, as applicable, other than pursuant to an effective registration statement or (if applicable) Rule 144, to the Company or to an Affiliate of a Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Shares under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement.
(b) The Purchaser agrees to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Purchased Securities and Warrant Shares in the following form:
THIS SECURITY 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 SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.
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The Company acknowledges and agrees that Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Shares to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under the terms of such arrangement, Purchaser may transfer pledged or secured Shares to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge.
(c) Purchaser agrees that it will only sell the Purchased Securities or Warrant Shares, as applicable, pursuant to the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if any of the Purchased Securities or the Warrant Shares are sold pursuant to a registration statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing any of the Purchased Securities or Warrant Shares, as applicable, as set forth in this Section 4.1 is predicated upon the Company’s reliance upon this understanding.
4.2 Use of Proceeds. The Company shall use the net proceeds from the sale of the Securities hereunder for working capital and general corporate purposes.
4.3 Nature of the Offering. Purchaser acknowledges that there is no representation or commitment by the Company that there is any further or additional investment transaction contemplated following Closing of this transaction. The Company has received no commitments to purchase any additional Shares; therefore, the Purchaser acknowledges and agrees that there is a material risk that the Company may be unable to raise any additional capital. The Purchaser acknowledges that the Purchaser is not investing on reliance that the Company will raise additional funds at any time.
ARTICLE V. MISCELLANEOUS
5.1 Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.
5.2 Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto prior to 5:30 p.m. (New York City time); or (b) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto.
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5.3 Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and the Purchaser or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.
5.4 Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.
5.5 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of Purchaser (other than by merger). Purchaser may assign any or all of its rights under this Agreement to any Person to whom Purchaser assigns or transfers any Shares, provided that such transferee agrees in writing to be bound, with respect to the transferred Shares, by the provisions of the Transaction Documents that apply to the “Purchaser.”
5.6 No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth herein.
5.7 Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in Dover, Delaware. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of Dover, Delaware for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.
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5.8 Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Purchase Securities for the applicable statute of limitations.
5.9 Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.
5.10 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.
5.11 Replacement of Certificates for Shares, Warrants or Warrant Shares. If any certificate or instrument evidencing any Shares, Warrants or Warrant Shares is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement certificates for Shares, Warrants or Warrant Shares.
5.12 Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.
5.13 Construction. The parties agree that each of them and/or their respective counsel has reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments hereto.
5.14 WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.
(Signature Page Follows)
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IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
| INHIBITOR THERAPEUTICS, INC. | Address for Notice: 3014 West Palmira Ave Suite 302 Tampa, FL 33629 | ||
| By: |
|
||
| Name: | Francis E. O’Donnell Jr., CEO | ||
| With a copy to (which shall not constitute notice): | |||
David D. Moser, J.D.
2764 Treasure Cove Circle
Fort Lauderdale, Florida 33312
| PURCHASER | ||
| By: | ||
| Name: | ||
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EXECUTION VERSION
SCHEDULE 3.1 (g)
In addition to the capitalization of the Company, as set forth in the most recent filing of reports with the Securities and Exchange Commission, the Company issued 250,000 restricted shares of Common Stock to directors of the Company in April 2025.
EXECUTION VERSION
EXHIBIT A
Form of Lock-Up Agreement
Attached
EXECUTION VERSION
EXHIBIT B
Form of Common Stock Purchase Warrant
Attached
Exhibit 10.2
EXECUTION VERSION
INHIBITOR THERAPEUTICS, INC.
INVESTOR LOCK-UP AGREEMENT
| February 19, 2026 |
This Investor Lock-Up Agreement (this “Agreement”) is being delivered to you in connection with an understanding by and between Investor Therapeutics, Inc., a Delaware corporation (the “Company”), and the investor named on the signature page hereto (the “Investor”).
Reference is hereby made to that certain Stock Purchase Agreement, dated February 19, 2026, by and between the Company and the Investor (the “SPA”), pursuant to which the Investor acquired shares of Common Stock of the Company (the “Shares”) and Warrants to purchase Warrant Shares. Capitalized terms not defined herein shall have the meaning as set forth in the SPA.
The Investor agrees solely with the Company that, from the date that Investor is issued the Shares and the Warrants (the “Effective Date”) and ending on the earlier of the date that is (i) nine (9) months after the Effective Date (the “Restricted Period”) or (ii) a Change in Control of the Company, the Investor shall not sell, dispose or otherwise transfer, directly or indirectly (including, without limitation, any sales, short sales, swaps or any derivative transactions that would be equivalent to any sales or short positions) any of the Shares or the Warrant Shares, including any shares of Common Stock issued in connection with the Shares and/or the Warrant Shares by way of dividend or otherwise (subject to adjustment for reverse and forward stock splits and the like). For the purposes hereof, “Change in Control” means (i) the occurrence of a merger, consolidation, reorganization, share exchange or similar corporate transaction, whether or not the Company is the surviving corporation, other than a transaction which would result in the voting equity outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving corporation at least 50% of the voting shares of the Company or such surviving corporation immediately after such transaction; or (ii) the sale, transfer or disposition of all or substantially all of the business and assets of the Company to any Person.
Notwithstanding anything herein to the contrary, during the Restricted Period, the Investor may, directly or indirectly, sell or transfer all, or any part, of the Shares and/or Warrant Shares to any Person that is an Affiliate of the Investor (an “Assignee”), without complying with (or otherwise limited by) the restrictions set forth in this Agreement; provided, that as a condition to any such sale or transfer, authorized signatories of each of the Company and such Assignee duly execute and deliver a lock-up agreement in the form of this Agreement.
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and shall be given in accordance with the terms of the SPA.
This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, letters and understandings relating to the subject matter hereof and are fully binding on the parties hereto.
This Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument. This Agreement may be executed and accepted by PDF signature and any such signature shall be of the same force and effect as an original signature.
The terms of this Agreement shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns and shall not be for the benefit of, or be enforceable by, any other person or entity.
This Agreement may not be amended or modified except in writing signed by each of the parties hereto.
All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the SPA. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware and shall be governed by Section 5.7 of the SPA (Governing Law).
Each party hereto acknowledges that, in view of the uniqueness of the transactions contemplated by this Agreement, the Company may not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that the Company, on the one hand, and the Investor, on the other, shall be entitled to seek specific enforcement of the terms hereof in addition to any other remedy it may seek, at law or in equity.
Without implication that the contrary would otherwise be true, the Company acknowledges and agrees that this Agreement is a separate agreement that is solely between the Company and the undersigned and not between or among any other Person.
This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.
[Signature Page Follows]
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[Signature Page to Inhibitor Therapeutics, Inc. Lock-Up Agreement]
| Sincerely, | ||
| INHIBITOR THERAPEUTICS, inc. | ||
| By: | ||
| Name: | Francis E. O’Donnell Jr. | |
| Title: | Chief Executive Officer | |
Agreed to and Acknowledged: |
||
| “HOLDER” | ||
| By: | ||
| Name: | ||
| Title: | ||
| 3 |