Mga Batayang Estadistika
CIK | 1390085 |
SEC Filings
SEC Filings (Chronological Order)
May 5, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ANTERIOS, INC. (Exact name of registrant as specified in its charter) Delaware 20-4725245 (State of incorporation or organization) (I.R.S. Employer Identification No.) 60 East 42nd St., Suite 1160 |
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April 30, 2015 |
EX-10.19 2 a2224583zex-1019.htm EX-10.19 Exhibit 10.19 A request for confidential treatment has been made with respect to portions of the following document that are marked with [*]. The redacted portions have been filed separately with the SEC. First Amendment to Development and Manufacturing Services Agreement This first amendment to the DEVELOPMENT AND MANUFACTURING SERVICES AGREEMENT (hereinaf |
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April 30, 2015 |
QuickLinks - Click here to rapidly navigate through this document As filed with the Securities and Exchange Commission on April 30, 2015 Registration Statement No. |
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April 27, 2015 |
As filed with the Securities and Exchange Commission on April 27, 2015 Table of Contents As filed with the Securities and Exchange Commission on April 27, 2015 Registration Statement No. |
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April 27, 2015 |
ANTERIOS, INC. 2015 EMPLOYEE STOCK PURCHASE PLAN Exhibit 10.18 ANTERIOS, INC. 2015 EMPLOYEE STOCK PURCHASE PLAN I. PURPOSE OF THE PLAN This Employee Stock Purchase Plan is intended to promote the interests of Anterios, Inc., a Delaware corporation, by providing eligible employees with the opportunity to acquire a proprietary interest in the Corporation through participation in an employee stock purchase plan designed to qualify under Section 423 |
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April 27, 2015 |
Exhibit 10.10 A request for confidential treatment has been made with respect to portions of the following document that are marked with [*]. The redacted portions have been filed separately with the SEC. EXCLUSIVE LICENSE AGREEMENT This Exclusive License Agreement is made as of August 29, 2010 (the ?Effective Date?) by and between Anterios, Inc., a Delaware corporation having its principal place |
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April 27, 2015 |
Exhibit 3.4 ANTERIOS, INC. Incorporated under the laws of the State of Delaware AMENDED AND RESTATED BYLAWS As adopted on [ ], 2015 AMENDED AND RESTATED BYLAWS OF ANTERIOS, INC. ARTICLE I OFFICES; BOOKS 1.1 Registered Office. The registered office of Anterios, Inc. (the ?Corporation?) in the State of Delaware shall be Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wi |
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April 27, 2015 |
[ ] Shares ANTERIOS, INC. Common Stock UNDERWRITING AGREEMENT EX-1.1 2 a2224379zex-11.htm EXHIBIT 1.1 Exhibit 1.1 [ ] Shares ANTERIOS, INC. Common Stock UNDERWRITING AGREEMENT [ ], 2015 STIFEL, NICOLAUS & COMPANY, INCORPORATED RBC CAPITAL MARKETS, LLC As Representatives of the Several Underwriters named in Schedule I hereto c/o Stifel, Nicolaus & Company, Incorporated 787 7th Avenue 11th Floor New York, New York 10019 Ladies and Gentlemen: Anterios, Inc., a |
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April 27, 2015 |
Exhibit 10.5 A request for confidential treatment has been made with respect to portions of the following document that are marked with [*]. The redacted portions have been filed separately with the SEC. Anterios 142 West 57th Street, Suite 4A, New York, NY 10019 July 23, 2009 Office of Commercial Ventures and Intellectual Property 225 Franklin Street, 12th Floor Boston, Massachusetts 02110 Attent |
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April 27, 2015 |
Exhibit 10.3 A request for confidential treatment has been made with respect to portions of the following document that are marked with [*]. The redacted portions have been filed separately with the SEC. CONFIDENTIAL First Amendment to License Agreement UML Agreement Ref. No. 370-092910 This amendment is entered into between the University of Massachusetts, a public institution of higher education |
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April 27, 2015 |
EX-4.1 5 a2224379zex-41.htm EXHIBIT 4.1 Exhibit 4.1 ANTERIOS, INC. a Delaware corporation COMMON STOCK PAR VALUE $0.0001 PER SHARE This Certifies that SPECIMEN is the owner of non-assessable Shares of the above Corporation transferable only on the books of the Corporation by the holder hereof in person or by duly authorized Attorney upon surrender of this Certificate properly endorsed. In Witness |
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April 27, 2015 |
Exhibit 10.6 A request for confidential treatment has been made with respect to portions of the following document that are marked with [*]. The redacted portions have been filed separately with the SEC. Second Amendment to Non-Exclusive License Agreement This second amendment (?Second Amendment?) to the Non-Exclusive License Agreement effective August 13, 2007 by and between the University of Mas |
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April 27, 2015 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION ANTERIOS, INC. Exhibit 3.2 FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ANTERIOS, INC. Anterios, Inc. (the ?Corporation?) does hereby certify as follows: ONE. The name of the Corporation is Anterios, Inc. and the Corporation was originally incorporated pursuant to the General Corporation Law of the State of Delaware (the ?DGCL?) on March 30, 2006 under the name Encapsion, Inc. and the name of the C |
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April 27, 2015 |
Exhibit 10.17 A request for confidential treatment has been made with respect to portions of the following document that are marked with [*]. The redacted portions have been filed separately with the SEC. DEVELOPMENT AND MANUFACTURING SERVICES AGREEMENT THIS DEVELOPMENT AND MANUFACTURING SERVICES AGREEMENT is made and entered into as of August 17, 2011 (the ?Effective Date?) by and between Anterio |
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April 27, 2015 |
Exhibit 10.8 A request for confidential treatment has been made with respect to portions of the following document that are marked with [*]. The redacted portions have been filed separately with the SEC. First Amendment LSU?Anterios Agreement First Amendment This amendment is entered into between the Board of Supervisors of Louisiana State University and Agricultural and Mechanical College, a publ |
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April 27, 2015 |
Exhibit 10.7 A request for confidential treatment has been made with respect to portions of the following document that are marked with [*]. The redacted portions have been filed separately with the SEC. Execution Version INDEX TO PATENT LICENSE AGREEMENT LSU FILE 4-01-09 ARTICLE 1? DEFINITIONS 1 ARTICLE 2 - GRANT OF LICENSE 3 ARTICLE 3 - CONSIDERATION 4 ARTICLE 4 - REPORTS 9 ARTICLE 5 - DILIGENCE |
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April 27, 2015 |
Exhibit 10.4 A request for confidential treatment has been made with respect to portions of the following document that are marked with [*]. The redacted portions have been filed separately with the SEC. EXECUTION COPY NON-EXCLUSIVE LICENSE AGREEMENT This Agreement, effective as of August 13 , 2007 (the ?Effective Date?), is between the University of Massachusetts (?University?), a public institut |
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April 27, 2015 |
ANTERIOS, INC. 2015 EQUITY INCENTIVE PLAN ARTICLE 1 GENERAL PROVISIONS Exhibit 10.16 ANTERIOS, INC. 2015 EQUITY INCENTIVE PLAN ARTICLE 1 GENERAL PROVISIONS 1.1 PURPOSE OF THE PLAN This 2015 Equity Incentive Plan (the ?Plan?) is intended to promote the interests of Anterios, Inc., a Delaware corporation, by providing eligible persons in the Corporation?s service with the opportunity to acquire a proprietary interest, or otherwise increase their proprietary interest, i |
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April 27, 2015 |
Exhibit 10.9 A request for confidential treatment has been made with respect to portions of the following document that are marked with [*]. The redacted portions have been filed separately with the SEC. Second Amendment to Patent License Agreement This second amendment to the PATENT LICENSE AGREEMENT, LSU FILE 4-01-09 (hereinafter referred to as the ?Second Amendment?) is entered into between the |
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April 27, 2015 |
Exhibit 10.2 A request for confidential treatment has been made with respect to portions of the following document that are marked with [*]. The redacted portions have been filed separately with the SEC. EXCLUSIVE LICENSE AGREEMENT This Agreement, effective as of May 3, 2006 (the ?Effective Date?), is between the University of Massachusetts (?University?), a public institution of higher education |
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March 31, 2015 |
First Amendment to License Agreement UML Agreement Ref. No. 370-092910 Exhibit 10.3 CONFIDENTIAL First Amendment to License Agreement UML Agreement Ref. No. 370-092910 This amendment is entered into between the University of Massachusetts, a public institution of higher education of the Commonwealth of Massachusetts as represented by its Lowell campus and Anterios, Inc. a Delaware corporation with an address of 142 West 57th Street (Suite 4A), New York, New York 1001 |
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March 31, 2015 |
Exhibit 4.15 THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGI |
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March 31, 2015 |
ANTERIOS, INC. (F/K/A ENCAPSION, INC.) ARTICLE 1 Exhibit 3.3 BYLAWS OF ANTERIOS, INC. (F/K/A ENCAPSION, INC.) ARTICLE 1 Offices Section 1. Principal Office. The principal office of this Corporation in the State of Delaware shall be at 2711 Centerville Road, Suite 400, Wilmington, DE, and the name of the resident agent in charge thereof is CORPORATION SERVICE COMPANY. Section 2. Additional Offices. The Corporation may also have offices at such ot |
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March 31, 2015 |
SERIES B-2 PREFERRED STOCK PURCHASE AGREEMENT ANTERIOS, INC. Exhibit 4.7 SERIES B-2 PREFERRED STOCK PURCHASE AGREEMENT ANTERIOS, INC. Exhibit A - SCHEDULE OF PURCHASER Exhibit B - FORM OF THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit C - DISCLOSURE SCHEDULE Exhibit D - FORM OF AMENDMENT TO INVESTORS? RIGHTS AGREEMENT Exhibit E - FORM OF AMENDMENT TO RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT AND VOTING AGREEMENT Exhibit F - FORM OF RIGHT |
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March 31, 2015 |
ANTERIOS, INC. WARRANT TO PURCHASE SHARES OF COMMON STOCK Exhibit 4.16 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REG |
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March 31, 2015 |
NON-EXCLUSIVE LICENSE AGREEMENT Exhibit 10.4 EXECUTION COPY NON-EXCLUSIVE LICENSE AGREEMENT This Agreement, effective as of August 13 , 2007 (the ?Effective Date?), is between the University of Massachusetts (?University?), a public institution of higher education of the Commonwealth of Massachusetts as represented by its Dartmouth campus, and, Anterios, Inc. (f/k/a Encapsion, Inc.) (?Company?), a Delaware corporation with headq |
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March 31, 2015 |
ENCAPSION, INC. SERIES A PREFERRED STOCK PURCHASE AGREEMENT Exhibit 4.3 ENCAPSION, INC. SERIES A PREFERRED STOCK PURCHASE AGREEMENT January 16, 2007 TABLE OF CONTENTS Pace 1. Purchase and Sale of Preferred Stock 1 1.1 Sale and Issuance of Series A Preferred Stock 1 1.2 Closing; Delivery 1 1.3 Defined Terms Used in this Agreement 2 2. Representations and Warranties of the Company 3 2.1 Organization, Good Standing, Corporate Power and Qualification 3 2.2 Cap |
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March 31, 2015 |
SERIES B-3 PREFERRED STOCK PURCHASE AGREEMENT ANTERIOS, INC. Exhibit 4.8 SERIES B-3 PREFERRED STOCK PURCHASE AGREEMENT ANTERIOS, INC. i Exhibit A - SCHEDULE OF PURCHASERS Exhibit B - FORM OF FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit C - DISCLOSURE SCHEDULE Exhibit D - AMENDMENT NO. 2 TO THE AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT Exhibit E - AMENDMENT NO. 2 TO THE AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEM |
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March 31, 2015 |
ANTERIOS, INC. SENIOR CONVERTIBLE NOTE PURCHASE AGREEMENT OCTOBER10, 2014 Exhibit 4.17 ANTERIOS, INC. SENIOR CONVERTIBLE NOTE PURCHASE AGREEMENT OCTOBER10, 2014 TABLE OF CONTENTS Page 1. Definitions 1 2. Amount and Terms of the Notes 3 2.1 Issuance of Notes 3 2.2 Right to Convert Notes 3 3. Reserved 4 4. Closing Mechanics 4 4.1 Closing 4 4.2 Subsequent Closings 4 5. Representations and Warranties of the Company 4 5.1 Organization, Good Standing and Qualification 4 5.2 A |
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March 31, 2015 |
Second Amendment to Patent License Agreement Exhibit 10.9 Second Amendment to Patent License Agreement This second amendment to the PATENT LICENSE AGREEMENT, LSU FILE 4-01-09 (hereinafter referred to as the ?Second Amendment?) is entered into between the Board of Supervisors of Louisiana State University and Agricultural and Mechanical College, a public constitutional corporation, organized and existing under the laws of the State of Louisia |
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March 31, 2015 |
142 West 57th Street, Suite 4A · New York, NY 10019 Exhibit 10.12 Anterios 142 West 57th Street, Suite 4A ? New York, NY 10019 Mary Senica 164 High Street Canton, MA 02021 781 828 3633 [email protected] September 21, 2008 Confidential Re: EMPLOYEE OFFER LETTER Dear Mary: ANTERIOS, INC. (the ?Company?) is pleased to offer you the position of Director, Quality Assurance. You will initially report to the Company?s President, which arrangement may be chan |
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March 31, 2015 |
ANTERIOS, INC. AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN Exhibit 10.1 ANTERIOS, INC. AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN 1. DEFINITIONS. Unless otherwise specified or unless the context otherwise requires, the following terms, as used in this Anterios, Inc. Amended and Restated 2006 Stock Incentive Plan, have the following meanings: Administrator means the Board of Directors, unless it has delegated power to act on its behalf to the Committee |
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March 31, 2015 |
142 West 57th Street, Suite 4A, New York, NY 10019 Exhibit 10.5 Anterios 142 West 57th Street, Suite 4A, New York, NY 10019 July 23, 2009 Office of Commercial Ventures and Intellectual Property 225 Franklin Street, 12th Floor Boston, Massachusetts 02110 Attention: William Rosenberg, Executive Director Re: Amendment to 2007 Botulinum Cell Line License Agreement ? Confidential Dear Bill: Reference is made to the Botulinum Cell Line License Agreement |
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March 31, 2015 |
EXHIBIT 4.2 LOCK-UP AGREEMENT ANTERIOS, INC. 142 West 57th St. Suite 4A New York, New York 10019 STIFEL, NICOLAUS & COMPANY, INCORPORATED RBC CAPITAL MARKETS, LLC As Representatives of the Several Underwriters c/o Stifel, Nicolaus & Company, Incorporated 787 Seventh Avenue New York, New York 10019 Ladies and Gentlemen: The undersigned refers to the proposed Underwriting Agreement (the ?Underwritin |
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March 31, 2015 |
As filed with the Securities and Exchange Commission on March 31, 2015 Table of Contents As filed with the Securities and Exchange Commission on March 31, 2015 Registration Statement No. |
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March 31, 2015 |
ANTERIOS, INC. NOTE AND WARRANT PURCHASE AGREEMENT DECEMBER 31, 2013 Exhibit 4.13 ANTERIOS, INC. NOTE AND WARRANT PURCHASE AGREEMENT DECEMBER 31, 2013 TABLE OF CONTENTS Page 1. Definitions 1 2. Amount and Terms of the Notes 3 2.1 Issuance of Notes 3 2.2 Right to Convert Notes 3 3. Warrants 4 4. Closing Mechanics 4 4.1 Closing 4 4.2 Subsequent Closings 5 5. Representations and Warranties of the Company 5 5.1 Organization, Good Standing and Qualification 5 5.2 Author |
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March 31, 2015 |
DEVELOPMENT AND MANUFACTURING SERVICES AGREEMENT Exhibit 10.17 DEVELOPMENT AND MANUFACTURING SERVICES AGREEMENT THIS DEVELOPMENT AND MANUFACTURING SERVICES AGREEMENT is made and entered into as of August 17, 2011 (the ?Effective Date?) by and between Anterios, Inc., a Delaware corporation having an address at 142 West 57th (Suite 4A), New York, NY 10019, (?Anterios?) and QuaDPharma, a New York corporation having an address at 11342 Main St., Cla |
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March 31, 2015 |
SERIES B-2 PREFERRED STOCK PURCHASE AGREEMENT ANTERIOS, INC. Exhibit 4.6 SERIES B-2 PREFERRED STOCK PURCHASE AGREEMENT ANTERIOS, INC. Exhibit A - SCHEDULE OF PURCHASER Exhibit B - FORM OF CHARTER AMENDMENT TO THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit C - DISCLOSURE SCHEDULE Exhibit D - FORM OF AMENDMENT TO RIGHT OF FIRST NEGOTIATION AGREEMENT Exhibit E - FORM OF OPINION OF COMPANY COUNSEL SERIES B-2 PREFERRED STOCK PURCHASE AGREEMENT T |
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March 31, 2015 |
Second Amendment to Non-Exclusive License Agreement Exhibit 10.6 Second Amendment to Non-Exclusive License Agreement This second amendment (?Second Amendment?) to the Non-Exclusive License Agreement effective August 13, 2007 by and between the University of Massachusetts, a public institution of higher education of the Commonwealth of Massachusetts as represented by its Dartmouth campus (?University?) and Anterios, Inc. a Delaware corporation with |
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March 31, 2015 |
SERIES B PREFERRED STOCK PURCHASE AGREEMENT ANTERIOS, INC. Exhibit 4.4 SERIES B PREFERRED STOCK PURCHASE AGREEMENT ANTERIOS, INC. SERIES B PREFERRED STOCK PURCHASE AGREEMENT THIS SERIES B PREFERRED STOCK PURCHASE AGREEMENT (this ?Agreement?) is made as of the 6th day of October, 2009 by and among Anterios, Inc., a Delaware corporation (the ?Company?) and the investors listed on Exhibit A attached to this Agreement (each a ?Purchaser? and together the ?Pur |
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March 31, 2015 |
Exhibit 10.8 First Amendment LSU?Anterios Agreement First Amendment This amendment is entered into between the Board of Supervisors of Louisiana State University and Agricultural and Mechanical College, a public constitutional corporation, organized and existing under the laws of the State of Louisiana (?LSU?) and Anterios, Inc. a Delaware corporation, with offices located at 142 West 57th Street, |
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March 31, 2015 |
Exhibit 10.11 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT effective as of January 1, 2014 (?Effective Date?) between JON EDELSON, M.D. (?Executive?), and ANTERIOS, INC., a Delaware corporation (the ?Company?). WHEREAS, the Company and Executive are parties to that certain Employment Agreement dated as of January 1, 2007 (the ?Original Agreement?); WHEREAS, the Company and Executive wish to enter int |
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March 31, 2015 |
60 East 42nd Street, Suite 1160, New York, New York 10165 Exhibit 10.15 60 East 42nd Street, Suite 1160, New York, New York 10165 September 15, 2014 Fabian Tenenbaum 63 Trafalgar Road Tenafly, NJ 07670 Re: Employee Offer Letter Dear Fabian: Anterios, Inc. (the ?Company?) is pleased to offer you the position of Chief Financial Officer and Chief Business Officer, reporting to the Company?s President and Chief Executive Officer. By signing this letter agree |
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March 31, 2015 |
Exhibit 10.10 EXCLUSIVE LICENSE AGREEMENT This Exclusive License Agreement is made as of August 29, 2010 (the ?Effective Date?) by and between Anterios, Inc., a Delaware corporation having its principal place of business at 142 West 57th Street, Suite 4A, New York, New York 10019 (?Anterios?) and William Coleman, III, MD, an individual having a mailing address of [*] (?Coleman?). INTRODUCTION WHER |
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March 31, 2015 |
CUMMINGS PROPERTIES, LLC STANDARD FORM 06070313-DMK-A COMMERCIAL LEASE Exhibit 10.14 CUMMINGS PROPERTIES, LLC STANDARD FORM 06070313-DMK-A COMMERCIAL LEASE In consideration of the covenants herein, Cummings Properties, LLC (?LESSOR?) hereby leases to Encapsion, Inc. (a DE corp.), 41 West 57th Street, 6th Floor, New York, NY 10019 (?LESSEE?) the following premises, approximately 694 square feet (including 14.7% common area) at 25-K Olympia Avenue, Suite 700, Woburn, M |
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March 31, 2015 |
ANTERIOS, INC. NOTE AND WARRANT PURCHASE AGREEMENT JANUARY 6, 2014 Exhibit 4.14 ANTERIOS, INC. NOTE AND WARRANT PURCHASE AGREEMENT JANUARY 6, 2014 TABLE OF CONTENTS Page 1. Definitions 1 2. Amount and Terms of the Notes 3 2.1 Issuance of Notes 3 2.2 Right to Convert Notes 3 3. Warrants 4 4. Closing Mechanics 4 4.1 Closing 4 4.2 Subsequent Closings 5 5. Representations and Warranties of the Company 5 5.1 Organization, Good Standing and Qualification 5 5.2 Authoriz |
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March 31, 2015 |
ANTERIOS, INC. AMENDED AND RESTATED VOTING AGREEMENT Exhibit 4.12 ANTERIOS, INC. AMENDED AND RESTATED VOTING AGREEMENT TABLE OF CONTENTS Page 1. Voting Provisions Regarding Board of Directors 2 1.1 Size of the Board 2 1.2 Board Composition 2 1.3 Failure to Designate a Board Member 3 1.4 Removal of Board Members 3 1,5 No Liability for Election of Recommended Directors 3 1.6 Termination 3 2. Vote to Increase Authorized Common Stock 3 3. Drag-Along Rig |
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March 31, 2015 |
INDEX TO PATENT LICENSE AGREEMENT LSU FILE 4-01-09 Exhibit 10.7 Execution Version INDEX TO PATENT LICENSE AGREEMENT LSU FILE 4-01-09 ARTICLE 1? DEFINITIONS 1 ARTICLE 2 - GRANT OF LICENSE 3 ARTICLE 3 - CONSIDERATION 4 ARTICLE 4 - REPORTS 9 ARTICLE 5 - DILIGENCE 11 ARTICLE 6 - SUBLICENSING 12 ARTICLE 7 - PATENT PROSECUTION AND MAINTENANCE 14 ARTICLE 8 - ENFORCEMENT 15 ARTICLE 9 - NO WARRANTIES; LIMITATION ON LSU?S LIABILITY 16 ARTICLE 10 - INDEMNITY |
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March 31, 2015 |
RIGHT OF FIRST NEGOTIATION AGREEMENT Exhibit 4.5 RIGHT OF FIRST NEGOTIATION AGREEMENT This Right of First Negotiation Agreement (the ?Agreement?) is entered into effective as of February 3, 2010 (the ?Effective Date?) by and between Anterios, Inc., a Delaware corporation, with offices located at 142 West 57th Street, Suite 4A, New York, New York 10019 (?Anterios?) and Pacific Corporation, a Korean corporation, with offices located at |
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March 31, 2015 |
ANTERIOS, INC. AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT Exhibit 4.11 ANTERIOS, INC. AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT THIS AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this ?Agreement?) is made as of the 6th day of October, 2009 by and among Anterios, Inc. (f/k/a Encapsion, Inc.), a Delaware corporation (the ?Company?), each holder of |
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March 31, 2015 |
ANTERIOS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT Exhibit 4.10 ANTERIOS, INC. AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT TABLE OF CONTENTS Page 1. Definitions 1 2. Registration Rights 5 2.1 Demand Registration 5 2,2 Company Registration 6 2.3 Underwriting Requirements 7 2.4 Obligations of the Company 8 2.5 Furnish Information 9 2.6 Expenses of Registration 9 2.7 Delay of Registration 10 2.8 Indemnification 10 2.9 Reports Under Exchange Act |
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March 31, 2015 |
142 West 57th Street, Suite 4A · New York, NY 10019 Exhibit 10.13 142 West 57th Street, Suite 4A ? New York, NY 10019 February 1, 2009 Klaus Theobald, MD, PhD 1852 Glenwold Dr. Paoli, PA 19301 Re: EMPLOYEE OFFER LETTER Dear Klaus: ANTERIOS, INC. (the ?Company?) is pleased to offer you the position of Chief Research & Development Officer, reporting to the Company?s President and Chief Executive Officer. By signing this letter agreement, you represen |
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March 31, 2015 |
Exhibit 10.2 EXCLUSIVE LICENSE AGREEMENT This Agreement, effective as of May 3, 2006 (the ?Effective Date?), is between the University of Massachusetts (?University?), a public institution of higher education of the Commonwealth of Massachusetts as represented by its Lowell campus, and, Encapsion, Inc. (?Company?), a Delaware corporation with headquarters at 212 Mamaroneck Road, Scarsdale, New Yor |
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March 31, 2015 |
FIRST AMENDMENT SERIES B-3 PREFERRED STOCK PURCHASE AGREEMENT Exhibit 4.9 FIRST AMENDMENT TO SERIES B-3 PREFERRED STOCK PURCHASE AGREEMENT This First Amendment (this ?Amendment?) to that Series B-3 Preferred Stock Purchase Agreement, dated as of November 9, 2012 (the ?Agreement?) by and among Anterios, Inc., a Delaware corporation (the ?Company?), and each of the purchasers (collectively, the ?Purchasers? and each individually, a ?Purchaser?) listed on Exhib |
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March 31, 2015 |
Exhibit 3.1 FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ANTERIOS, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Anterios, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), DOES HEREBY CERTIFY: 1. That the name of t |
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February 12, 2015 |
DEVELOPMENT AND MANUFACTURING SERVICES AGREEMENT Exhibit 10.17 DEVELOPMENT AND MANUFACTURING SERVICES AGREEMENT THIS DEVELOPMENT AND MANUFACTURING SERVICES AGREEMENT is made and entered into as of August 17, 2011 (the “Effective Date”) by and between Anterios, Inc., a Delaware corporation having an address at 142 West 57th (Suite 4A), New York, NY 10019, (“Anterios”) and QuaDPharma, a New York corporation having an address at 11342 Main St., Cla |
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February 12, 2015 |
ANTE / Anterios, Inc. DRS/A - - Table of Contents As confidentially submitted with the Securities and Exchange Commission on February 12, 2015 Registration Statement No. |
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January 7, 2015 |
142 West 57th Street, Suite 4A · New York, NY 10019 Exhibit 10.12 Anterios 142 West 57th Street, Suite 4A · New York, NY 10019 Mary Senica 164 High Street Canton, MA 02021 781 828 3633 [email protected] September 21, 2008 Confidential Re: EMPLOYEE OFFER LETTER Dear Mary: ANTERIOS, INC. (the “Company”) is pleased to offer you the position of Director, Quality Assurance. You will initially report to the Company’s President, which arrangement may be chan |
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January 7, 2015 |
SERIES B-2 PREFERRED STOCK PURCHASE AGREEMENT ANTERIOS, INC. Exhibit 4.6 SERIES B-2 PREFERRED STOCK PURCHASE AGREEMENT ANTERIOS, INC. Exhibit A - SCHEDULE OF PURCHASER Exhibit B - FORM OF CHARTER AMENDMENT TO THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit C - DISCLOSURE SCHEDULE Exhibit D - FORM OF AMENDMENT TO RIGHT OF FIRST NEGOTIATION AGREEMENT Exhibit E - FORM OF OPINION OF COMPANY COUNSEL SERIES B-2 PREFERRED STOCK PURCHASE AGREEMENT T |
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January 7, 2015 |
ANTERIOS, INC. AMENDED AND RESTATED VOTING AGREEMENT Exhibit 4.12 ANTERIOS, INC. AMENDED AND RESTATED VOTING AGREEMENT TABLE OF CONTENTS Page 1. Voting Provisions Regarding Board of Directors 2 1.1 Size of the Board 2 1.2 Board Composition 2 1.3 Failure to Designate a Board Member 3 1.4 Removal of Board Members 3 1,5 No Liability for Election of Recommended Directors 3 1.6 Termination 3 2. Vote to Increase Authorized Common Stock 3 3. Drag-Along Rig |
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January 7, 2015 |
142 West 57th Street, Suite 4A, New York, NY 10019 Exhibit 10.5 Anterios 142 West 57th Street, Suite 4A, New York, NY 10019 July 23, 2009 Office of Commercial Ventures and Intellectual Property 225 Franklin Street, 12th Floor Boston, Massachusetts 02110 Attention: William Rosenberg, Executive Director Re: Amendment to 2007 Botulinum Cell Line License Agreement — Confidential Dear Bill: Reference is made to the Botulinum Cell Line License Agreement |
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January 7, 2015 |
ANTERIOS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT Exhibit 4.10 ANTERIOS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT TABLE OF CONTENTS Page 1. Definitions 1 2. Registration Rights 5 2.1 Demand Registration 5 2,2 Company Registration 6 2.3 Underwriting Requirements 7 2.4 Obligations of the Company 8 2.5 Furnish Information 9 2.6 Expenses of Registration 9 2.7 Delay of Registration 10 2.8 Indemnification 10 2.9 Reports Under Exchange Act |
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January 7, 2015 |
Second Amendment to Patent License Agreement EX-10.9 28 filename28.htm Exhibit 10.9 Second Amendment to Patent License Agreement This second amendment to the PATENT LICENSE AGREEMENT, LSU FILE 4-01-09 (hereinafter referred to as the “Second Amendment”) is entered into between the Board of Supervisors of Louisiana State University and Agricultural and Mechanical College, a public constitutional corporation, organized and existing under the la |
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January 7, 2015 |
INDEX TO PATENT LICENSE AGREEMENT LSU FILE 4-01-09 EX-10.7 26 filename26.htm Exhibit 10.7 Execution Version INDEX TO PATENT LICENSE AGREEMENT LSU FILE 4-01-09 ARTICLE 1— DEFINITIONS 1 ARTICLE 2 - GRANT OF LICENSE 3 ARTICLE 3 - CONSIDERATION 4 ARTICLE 4 - REPORTS 9 ARTICLE 5 - DILIGENCE 11 ARTICLE 6 - SUBLICENSING 12 ARTICLE 7 - PATENT PROSECUTION AND MAINTENANCE 14 ARTICLE 8 - ENFORCEMENT 15 ARTICLE 9 - NO WARRANTIES; LIMITATION ON LSU’S LIABILITY |
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January 7, 2015 |
CUMMINGS PROPERTIES, LLC STANDARD FORM 06070313-DMK-A COMMERCIAL LEASE EX-10.14 33 filename33.htm Exhibit 10.14 CUMMINGS PROPERTIES, LLC STANDARD FORM 06070313-DMK-A COMMERCIAL LEASE In consideration of the covenants herein, Cummings Properties, LLC (“LESSOR”) hereby leases to Encapsion, Inc. (a DE corp.), 41 West 57th Street, 6th Floor, New York, NY 10019 (“LESSEE”) the following premises, approximately 694 square feet (including 14.7% common area) at 25-K Olympia A |
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January 7, 2015 |
ANTERIOS, INC. NOTE AND WARRANT PURCHASE AGREEMENT JANUARY 6, 2014 EX-4.14 16 filename16.htm Exhibit 4.14 ANTERIOS, INC. NOTE AND WARRANT PURCHASE AGREEMENT JANUARY 6, 2014 TABLE OF CONTENTS Page 1. Definitions 1 2. Amount and Terms of the Notes 3 2.1 Issuance of Notes 3 2.2 Right to Convert Notes 3 3. Warrants 4 4. Closing Mechanics 4 4.1 Closing 4 4.2 Subsequent Closings 5 5. Representations and Warranties of the Company 5 5.1 Organization, Good Standing and Qu |
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January 7, 2015 |
RIGHT OF FIRST NEGOTIATION AGREEMENT Exhibit 4.5 RIGHT OF FIRST NEGOTIATION AGREEMENT This Right of First Negotiation Agreement (the “Agreement”) is entered into effective as of February 3, 2010 (the “Effective Date”) by and between Anterios, Inc., a Delaware corporation, with offices located at 142 West 57th Street, Suite 4A, New York, New York 10019 (“Anterios”) and Pacific Corporation, a Korean corporation, with offices located at |
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January 7, 2015 |
Exhibit 10.11 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT effective as of January 1, 2014 (“Effective Date”) between JON EDELSON, M.D. (“Executive”), and ANTERIOS, INC., a Delaware corporation (the “Company”). WHEREAS, the Company and Executive are parties to that certain Employment Agreement dated as of January 1, 2007 (the “Original Agreement”); WHEREAS, the Company and Executive wish to enter int |
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January 7, 2015 |
ANTERIOS, INC. AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN Exhibit 10.1 ANTERIOS, INC. AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN 1. DEFINITIONS. Unless otherwise specified or unless the context otherwise requires, the following terms, as used in this Anterios, Inc. Amended and Restated 2006 Stock Incentive Plan, have the following meanings: Administrator means the Board of Directors, unless it has delegated power to act on its behalf to the Committee |
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January 7, 2015 |
Table of Contents As confidentially submitted to the Securities and Exchange Commission on January 6, 2015 Registration Statement No. |
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January 7, 2015 |
EX-4.15 17 filename17.htm Exhibit 4.15 THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTOR |
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January 7, 2015 |
First Amendment to License Agreement UML Agreement Ref. No. 370-092910 EX-10.3 22 filename22.htm Exhibit 10.3 CONFIDENTIAL First Amendment to License Agreement UML Agreement Ref. No. 370-092910 This amendment is entered into between the University of Massachusetts, a public institution of higher education of the Commonwealth of Massachusetts as represented by its Lowell campus and Anterios, Inc. a Delaware corporation with an address of 142 West 57th Street (Suite 4A |
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January 7, 2015 |
Exhibit 10.8 First Amendment LSU—Anterios Agreement First Amendment This amendment is entered into between the Board of Supervisors of Louisiana State University and Agricultural and Mechanical College, a public constitutional corporation, organized and existing under the laws of the State of Louisiana (“LSU”) and Anterios, Inc. a Delaware corporation, with offices located at 142 West 57th Street, |
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January 7, 2015 |
EX-10.2 21 filename21.htm Exhibit 10.2 EXCLUSIVE LICENSE AGREEMENT This Agreement, effective as of May 3, 2006 (the “Effective Date”), is between the University of Massachusetts (“University”), a public institution of higher education of the Commonwealth of Massachusetts as represented by its Lowell campus, and, Encapsion, Inc. (“Company”), a Delaware corporation with headquarters at 212 Mamaronec |
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January 7, 2015 |
60 East 42nd Street, Suite 1160, New York, New York 10165 EX-10.15 34 filename34.htm Exhibit 10.15 60 East 42nd Street, Suite 1160, New York, New York 10165 September 15, 2014 Fabian Tenenbaum 63 Trafalgar Road Tenafly, NJ 07670 Re: Employee Offer Letter Dear Fabian: Anterios, Inc. (the “Company”) is pleased to offer you the position of Chief Financial Officer and Chief Business Officer, reporting to the Company’s President and Chief Executive Officer. B |
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January 7, 2015 |
SERIES B-2 PREFERRED STOCK PURCHASE AGREEMENT ANTERIOS, INC. Exhibit 4.7 SERIES B-2 PREFERRED STOCK PURCHASE AGREEMENT ANTERIOS, INC. Exhibit A - SCHEDULE OF PURCHASER Exhibit B - FORM OF THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit C - DISCLOSURE SCHEDULE Exhibit D - FORM OF AMENDMENT TO INVESTORS’ RIGHTS AGREEMENT Exhibit E - FORM OF AMENDMENT TO RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT AND VOTING AGREEMENT Exhibit F - FORM OF RIGHT |
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January 7, 2015 |
EXHIBIT 4.2 LOCK-UP AGREEMENT ANTERIOS, INC. 142 West 57th St. Suite 4A New York, New York 10019 STIFEL, NICOLAUS & COMPANY, INCORPORATED RBC CAPITAL MARKETS, LLC As Representatives of the Several Underwriters c/o Stifel, Nicolaus & Company, Incorporated 787 Seventh Avenue New York, New York 10019 Ladies and Gentlemen: The undersigned refers to the proposed Underwriting Agreement (the Underwritin |
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January 7, 2015 |
ANTERIOS, INC. AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT Exhibit 4.11 ANTERIOS, INC. AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT THIS AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”) is made as of the 6th day of October, 2009 by and among Anterios, Inc. (f/k/a Encapsion, Inc.), a Delaware corporation (the “Company”), each holder of |
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January 7, 2015 |
SERIES B PREFERRED STOCK PURCHASE AGREEMENT ANTERIOS, INC. Exhibit 4.4 SERIES B PREFERRED STOCK PURCHASE AGREEMENT ANTERIOS, INC. SERIES B PREFERRED STOCK PURCHASE AGREEMENT THIS SERIES B PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of the 6th day of October, 2009 by and among Anterios, Inc., a Delaware corporation (the “Company”) and the investors listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Pur |
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January 7, 2015 |
ENCAPSION, INC. SERIES A PREFERRED STOCK PURCHASE AGREEMENT EX-4.3 5 filename5.htm Exhibit 4.3 ENCAPSION, INC. SERIES A PREFERRED STOCK PURCHASE AGREEMENT January 16, 2007 TABLE OF CONTENTS Pace 1. Purchase and Sale of Preferred Stock 1 1.1 Sale and Issuance of Series A Preferred Stock 1 1.2 Closing; Delivery 1 1.3 Defined Terms Used in this Agreement 2 2. Representations and Warranties of the Company 3 2.1 Organization, Good Standing, Corporate Power and |
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January 7, 2015 |
ANTERIOS, INC. SENIOR CONVERTIBLE NOTE PURCHASE AGREEMENT OCTOBER10, 2014 Exhibit 4.17 ANTERIOS, INC. SENIOR CONVERTIBLE NOTE PURCHASE AGREEMENT OCTOBER10, 2014 TABLE OF CONTENTS Page 1. Definitions 1 2. Amount and Terms of the Notes 3 2.1 Issuance of Notes 3 2.2 Right to Convert Notes 3 3. Reserved 4 4. Closing Mechanics 4 4.1 Closing 4 4.2 Subsequent Closings 4 5. Representations and Warranties of the Company 4 5.1 Organization, Good Standing and Qualification 4 5.2 A |
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January 7, 2015 |
ANTERIOS, INC. NOTE AND WARRANT PURCHASE AGREEMENT DECEMBER 31, 2013 Exhibit 4.13 ANTERIOS, INC. NOTE AND WARRANT PURCHASE AGREEMENT DECEMBER 31, 2013 TABLE OF CONTENTS Page 1. Definitions 1 2. Amount and Terms of the Notes 3 2.1 Issuance of Notes 3 2.2 Right to Convert Notes 3 3. Warrants 4 4. Closing Mechanics 4 4.1 Closing 4 4.2 Subsequent Closings 5 5. Representations and Warranties of the Company 5 5.1 Organization, Good Standing and Qualification 5 5.2 Author |
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January 7, 2015 |
EX-3.1 2 filename2.htm Exhibit 3.1 FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ANTERIOS, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Anterios, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CERTIFY |
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January 7, 2015 |
Second Amendment to Non-Exclusive License Agreement EX-10.6 25 filename25.htm Exhibit 10.6 Second Amendment to Non-Exclusive License Agreement This second amendment (“Second Amendment”) to the Non-Exclusive License Agreement effective August 13, 2007 by and between the University of Massachusetts, a public institution of higher education of the Commonwealth of Massachusetts as represented by its Dartmouth campus (“University”) and Anterios, Inc. a |
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January 7, 2015 |
NON-EXCLUSIVE LICENSE AGREEMENT EX-10.4 23 filename23.htm Exhibit 10.4 EXECUTION COPY NON-EXCLUSIVE LICENSE AGREEMENT This Agreement, effective as of August 13 , 2007 (the “Effective Date”), is between the University of Massachusetts (“University”), a public institution of higher education of the Commonwealth of Massachusetts as represented by its Dartmouth campus, and, Anterios, Inc. (f/k/a Encapsion, Inc.) (“Company”), a Delaw |
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January 7, 2015 |
Exhibit 10.10 EXCLUSIVE LICENSE AGREEMENT This Exclusive License Agreement is made as of August 29, 2010 (the “Effective Date”) by and between Anterios, Inc., a Delaware corporation having its principal place of business at 142 West 57th Street, Suite 4A, New York, New York 10019 (“Anterios”) and William Coleman, III, MD, an individual having a mailing address of [*] (“Coleman”). INTRODUCTION WHER |
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January 7, 2015 |
FIRST AMENDMENT SERIES B-3 PREFERRED STOCK PURCHASE AGREEMENT Exhibit 4.9 FIRST AMENDMENT TO SERIES B-3 PREFERRED STOCK PURCHASE AGREEMENT This First Amendment (this “Amendment”) to that Series B-3 Preferred Stock Purchase Agreement, dated as of November 9, 2012 (the “Agreement”) by and among Anterios, Inc., a Delaware corporation (the “Company”), and each of the purchasers (collectively, the “Purchasers” and each individually, a “Purchaser”) listed on Exhib |
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January 7, 2015 |
SERIES B-3 PREFERRED STOCK PURCHASE AGREEMENT ANTERIOS, INC. Exhibit 4.8 SERIES B-3 PREFERRED STOCK PURCHASE AGREEMENT ANTERIOS, INC. i Exhibit A - SCHEDULE OF PURCHASERS Exhibit B - FORM OF FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit C - DISCLOSURE SCHEDULE Exhibit D - AMENDMENT NO. 2 TO THE AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT Exhibit E - AMENDMENT NO. 2 TO THE AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEM |
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January 7, 2015 |
ANTERIOS, INC. WARRANT TO PURCHASE SHARES OF COMMON STOCK Exhibit 4.16 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REG |
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January 7, 2015 |
ANTERIOS, INC. (F/K/A ENCAPSION, INC.) ARTICLE 1 Exhibit 3.3 BYLAWS OF ANTERIOS, INC. (F/K/A ENCAPSION, INC.) ARTICLE 1 Offices Section 1. Principal Office. The principal office of this Corporation in the State of Delaware shall be at 2711 Centerville Road, Suite 400, Wilmington, DE, and the name of the resident agent in charge thereof is CORPORATION SERVICE COMPANY. Section 2. Additional Offices. The Corporation may also have offices at such ot |
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January 7, 2015 |
142 West 57th Street, Suite 4A · New York, NY 10019 EX-10.13 32 filename32.htm Exhibit 10.13 142 West 57th Street, Suite 4A · New York, NY 10019 February 1, 2009 Klaus Theobald, MD, PhD 1852 Glenwold Dr. Paoli, PA 19301 Re: EMPLOYEE OFFER LETTER Dear Klaus: ANTERIOS, INC. (the “Company”) is pleased to offer you the position of Chief Research & Development Officer, reporting to the Company’s President and Chief Executive Officer. By signing this let |