Exhibit 10.14

 

GEMPHIRE THERAPEUTICS INC.

 

FOURTH AMENDMENT TO NOTE PURCHASE AGREEMENT AND CONVERTIBLE PROMISSORY NOTES

 

THIS FOURTH AMENDMENT TO NOTE PURCHASE AGREEMENT AND CONVERTIBLE PROMISSORY NOTES (this “Fourth Amendment”) is made effective as of this 26th day of April 2016 (the “Fourth Amendment Date”), by and among GEMPHIRE THERAPEUTICS INC., a Delaware corporation (the “Company”), and the purchasers of the Company’s Convertible Promissory Notes identified on the signature page attached hereto (the “Purchasers”).

 

BACKGROUND

 

The Company and the Purchasers entered into that certain Note Purchase Agreement dated as of July 31, 2015, as amended by the First Amendment to Note Purchase Agreement and Convertible Promissory Notes dated December 10, 2015 (the “First Amendment”), the Second Amendment to Note Purchase Agreement and Convertible Promissory Notes dated March 27, 2016 (the “Second Amendment”) and the Third Amendment to Note Purchase Agreement and Convertible Promissory Notes dated April 14, 2016 (the “Third Amendment” and collectively, the “Purchase Agreement”). Pursuant to the terms and conditions of the Purchase Agreement, the Company issued those certain Convertible Promissory Notes (collectively, the “Notes”, and each a “Note”) to such Purchasers. The Company and the Purchasers now wish to amend the Purchase Agreement and the Notes as provided herein.

 

NOW, THEREFORE, in consideration of these premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchasers hereby agree to amend the Purchase Agreement and the Notes as follows:

 

TERMS AND CONDITIONS

 

1.                                      AMENDMENT TO SECTION 1.5 OF THE PURCHASE AGREEMENT. Section 1.5 of the Purchase Agreement is hereby deleted in its entirety and replaced with the following:

 

“1.5 Conversion upon Change in Control or Public Transaction. If at any time prior to the Qualified Financing, the Company’s Board of Directors approves the sale of all or substantially all of the Company’s assets or stock, or a merger, consolidation or any other business combination transaction resulting in the holders of capital stock of the Company immediately before such transaction holding less than 50% of the capital stock of the surviving entity in such transaction (a “Change in Control”) or a Public Transaction, then immediately prior to the closing of such transaction, (i) One Hundred Percent (100%) of the outstanding principal balance of, plus (ii) the accrued but unpaid interest on, each Note (collectively, the “CIC / IPO Note Value”) shall automatically convert into

 

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that number of fully paid and non-assessable shares of the Company’s Common Stock determined by dividing the CIC / IPO Note Value by the CIC / IPO Note Conversion Price (as defined in Section 2(c) of the Notes), rounded down to the nearest whole share.”

 

2.                                      AMENDMENT TO SECTION 2(B) OF THE NOTES.  Section 2(b) of each existing Note is hereby deleted and replaced with the following:

 

“(b)                           Conversion upon Change in Control or Public Transaction.  If at any time prior to the Qualified Financing, the Company’s Board of Directors approves a Change in Control or a Public Transaction, then immediately prior to the closing of such transaction, (i) One Hundred Percent (100%) of the outstanding principal balance of, plus (ii) the accrued but unpaid interest on, this Note (collectively, the “CIC / IPO Note Value”) shall automatically convert into that number of fully paid and non-assessable shares of the Company’s Common Stock determined by dividing the CIC / IPO Note Value by the CIC / IPO Note Conversion Price (as defined below), rounded down to the nearest whole share.”

 

3.                                      AMENDMENT TO SECTION 2(C) OF THE NOTES.  A new Section 2(c) is hereby added to each Note, as follows:

 

“(c)                            The “CIC / IPO Note Conversion Price” shall initially be $2.15; provided, however, that (i) if at any time or from time to time on or after the Fourth Amendment Date the Company effects a subdivision of the outstanding Common Stock, or effects a recapitalization, reclassification, split-up or other transaction having substantially the same effect as a subdivision of the outstanding Common Stock, the CIC / IPO Note Conversion Price in effect immediately before that subdivision shall be proportionately decreased; and (ii) if at any time or from time to time on or after the Fourth Amendment Date the Company combines the outstanding shares of Common Stock into a smaller number of shares, or effects a recapitalization, reclassification, or other transaction having substantially the same effect as a combination of the outstanding Common Stock into a smaller number of shares, the CIC / IPO Note Conversion Price in effect immediately before the combination shall be proportionately increased, in each case, with such adjustment to be effective at the close of business on the date the subdivision or combination becomes effective, and following such time all references to the CIC / IPO Note Conversion Price shall mean the CIC / IPO Note Conversion Price as so adjusted.”

 

4.                                      NOTICE TO TRANSFEREES.  Each Purchaser hereby covenants and agrees to provide any transferee of such Purchaser’s Note with a copy of this Fourth Amendment.

 

5.                                      CONSTRUCTION.  Unless otherwise defined herein, capitalized terms shall have the meanings set forth in the Purchase Agreement.  The terms of this Fourth Amendment amend and modify the Purchase Agreement and each Note, as if fully set forth in the Purchase Agreement and each Note.  If there is any conflict between the terms, conditions and obligations

 

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of this Fourth Amendment and the Purchase Agreement or the Notes, this Fourth Amendment’s terms, conditions and obligations shall control.  All other provisions of the Purchase Agreement and the Notes not specifically modified by this Fourth Amendment are preserved.

 

6.                                      COUNTERPARTS.  This Fourth Amendment may be executed in one or more counterparts, each of which shall constitute an original, and all of which together shall constitute one and the same instrument.

 

7.                                      FACSIMILE SIGNATURE.  This Fourth Amendment may be executed by facsimile or .pdf signature.

 

SIGNATURES ON THE FOLLOWING PAGE

 

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IN WITNESS WHEREOF, this Fourth Amendment to Note Purchase Agreement and Convertible Promissory Notes is made effective as of the date first set forth above.

 

	
THE COMPANY:
    	
 
    
	
 
    	
 
    
	
GEMPHIRE THERAPEUTICS INC.
    	
 
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/ Mina P. Sooch
    	
 
    
	
Name:
    	
Mina P. Sooch
    	
 
    
	
Title:
    	
President and Chief Executive Officer
    	
 
    


 

SIGNATURES ON THE FOLLOWING PAGE

 

SIGNATURE PAGE TO FOURTH AMENDMENT TO NOTE PURCHASE AGREEMENT AND CONVERTIBLE PROMISSORY NOTES

 











 

	
THE INVESTORS:
    	
 
    	
 
    
	
 
    	
 
    	
W3 Holdings, Inc.
    
	
The Charles L. Bisgaier Trust
    	
 
    	
 
    
	
Dated November 8, 2000
    	
 
    	
 
    
	
 
    	
 
    	
/s/ Kevin Williams
    
	
 
    	
 
    	
Name: Kevin Williams
    
	
/s/ Charles Bisgaier
    	
 
    	
Its: President
    
	
Name: Charles Bisgaier
    	
 
    	
 
    
	
Its:       Trustee
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Arvinder S. Sooch Trust
    
	
 
    	
 
    	
Dated September 20, 2006
    
	
 
    	
 
    	
 
    
	
The Margaret M. McShane 
    	
 
    	
 
    
	
Revocable Trust
    	
 
    	
/s/ Arvinder Sooch
    
	
 
    	
 
    	
Name: Arvinder Sooch
    
	
 
    	
 
    	
Its:      Trustee
    
	
 
    	
 
    	
 
    
	
Name: Margaret McShane
    	
 
    	
 
    
	
Its: Trustee
    	
 
    	
 
    
	
 
    	
 
    	
2015 Sandhu Family Trust for 
    
	
 
    	
 
    	
Rohan Sandhu
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
/s/ Jasdeep S. Sandhu
    
	
Tushar Amin
    	
 
    	
Name: Jasdeep S. Sandhu
    
	
 
    	
 
    	
Its: Trustee
    
	
 
    	
 
    	
 
    
	
/s/ Andy Sassine
    	
 
    	
 
    
	
Andy Sassine
    	
 
    	
Glenn D. Steeg Trust
    
	
 
    	
 
    	
Dated April 23, 2003
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
/s/ Glenn Steeg
    
	
/s/ Randall Rabourn
    	
 
    	
Name: Glenn Steeg
    
	
Randall Rabourn
    	
 
    	
Its: Trustee
    


 

SIGNATURE PAGE TO FOURTH AMENDMENT TO NOTE PURCHASE AGREEMENT AND CONVERTIBLE PROMISSORY NOTES

 











 

	
 
    	
 
    	
 
    
	
Patrick J. Mullen
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
/s/ Edward Lowenschuss
    	
 
    	
 
    
	
Edward Lowenschuss
    	
 
    	
William H. Johnson
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Amherst Fund II, LLC
    
	
Robert F. Schoeni and Gretchen
    	
 
    	
 
    
	
Spreitzer
    	
 
    	
 
    
	
 
    	
 
    	
/s/ Matt Turner
    
	
/s/ Robert F. Schoeni
    	
 
    	
Name: Matt Turner
    
	
Robert F. Schoeni
    	
 
    	
Its: President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
/s/ Gretchen Spreitzer
    	
 
    	
 
    
	
Gretchen Spreitzer
    	
 
    	
R. Lawrence Leigh Trust
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
/s/ Lawrence Leigh
    
	
Daybreak Investments, LLC
    	
 
    	
Name: Lawrence Leigh
    
	
 
    	
 
    	
Its: Trustee
    
	
 
    	
 
    	
 
    
	
/s/ Nathaniel Dalton
    	
 
    	
 
    
	
Name: Nathaniel Dalton
    	
 
    	
 
    
	
Its: Manager
    	
 
    	
Ravinder S. Sandhu and
    
	
 
    	
 
    	
Amy K. Gill-Sandhu
    
	
 
    	
 
    	
 
    
	
Allen Batteau and Susan R. Miller
    	
 
    	
 
    
	
 
    	
 
    	
/s/ Ravinder S. Sandhu
    
	
 
    	
 
    	
Ravinder S. Sandhu
    
	
/s/ Allen Batteau
    	
 
    	
 
    
	
Allen Batteau
    	
 
    	
 
    
	
 
    	
 
    	
/s/ Amy K. Gill-Sandhu
    
	
/s/ Susan R. Miller
    	
 
    	
Amy K. Gill-Sandhu
    
	
Susan R. Miller
    	
 
    	
 
    


 

SIGNATURE PAGE TO FOURTH AMENDMENT TO NOTE PURCHASE AGREEMENT AND CONVERTIBLE PROMISSORY NOTES

 











 

	
 
    	
 
    	
Grand Angels Venture Fund II, 
    
	
Eric Adamy Trust
    	
 
    	
LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
/s/ Eric Adamy
    	
 
    	
 
    
	
Name: Eric Adamy
    	
 
    	
Name: Paul D’Amato
    
	
Its: Trustee
    	
 
    	
Its: Trustee
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
/s/ Robert Sigler
    
	
/s/ Christopher Gutek
    	
 
    	
Robert Sigler
    
	
Christopher Gutek
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Jatinder-Bir Sandhu and Roop
    
	
 
    	
 
    	
Sandhu
    
	
 
    	
 
    	
 
    
	
Trout Creek Ventures, LP
    	
 
    	
 
    
	
 
    	
 
    	
/s/ Jatinder-Bir Sandhu
    
	
 
    	
 
    	
Jatinder-Bir Sandhu
    
	
 
    	
 
    	
 
    
	
Name: Paul D’Amato
    	
 
    	
 
    
	
Its: Managing Director
    	
 
    	
/s/ Roop Sandhu
    
	
 
    	
 
    	
Roop Sandhu
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Western Michigan University
    	
 
    	
2015 Sandhu Family Trust for
    
	
Research Foundation acting on
    	
 
    	
Rajan Sandhu
    
	
behalf of Biosciences   Research &
    	
 
    	
 
    
	
Commercialization Center (BRCC)
    	
 
    	
 
    
	
 
    	
 
    	
/s/ Jasdeep S. Sandhu
    
	
 
    	
 
    	
Name: Jasdeep S. Sandhu
    
	
 
    	
 
    	
Its: Trustee
    
	
 
    	
 
    	
 
    
	
Name: Patti VanWalBeck
    	
 
    	
 
    


 

SIGNATURE PAGE TO FOURTH AMENDMENT TO NOTE PURCHASE AGREEMENT AND CONVERTIBLE PROMISSORY NOTES

 











 

	
Chain S. Sandhu IRRV Trust for
    	
 
    	
 
    
	
Children of Jasdeep S. Sandhu
    	
 
    	
 
    
	
 
    	
 
    	
Christopher Branoff Trust
    
	
 
    	
 
    	
U/A/D 6-26-2000
    
	
 
    	
 
    	
 
    
	
/s/ Chain S. Sandhu
    	
 
    	
 
    
	
Name: Chain S. Sandhu
    	
 
    	
/s/ Christopher Branoff
    
	
Its: Trustee
    	
 
    	
Name: Christopher Branoff
    
	
 
    	
 
    	
Its: Trustee
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Chain S. Sandhu IRRV Trust for
    	
 
    	
 
    
	
Children of Jatinder-Bir S. Sandhu
    	
 
    	
 
    
	
 
    	
 
    	
/s/ Michele C. Johnson
    
	
 
    	
 
    	
Michele C. Johnson
    
	
 
    	
 
    	
 
    
	
/s/ Chain S. Sandhu
    	
 
    	
 
    
	
Name: Chain S. Sandhu
    	
 
    	
 
    
	
Its: Trustee
    	
 
    	
 
    
	
 
    	
 
    	
Detroit Innovate Fund I, L.P.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
/s/ Chain S. Sandhu
    	
 
    	
 
    
	
Chain S. Sandhu
    	
 
    	
Name: Patricia Glaza
    
	
 
    	
 
    	
Its: Managing Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
/s/ Charles Stoddard
    	
 
    	
BWA GEMPHIRE INVESTMENT
    
	
Charles Stoddard
    	
 
    	
GROUP II, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Mark A. Murray Trust
    	
 
    	
/s/ Kenneth W. Kousky
    
	
Dated January 23, 2015
    	
 
    	
Name: Kenneth W. Kousky
    
	
 
    	
 
    	
Its: Manager of the SPE
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Name: Mark A. Murray
    	
 
    	
 
    
	
Its: Trustee
    	
 
    	
 
    


 

SIGNATURE PAGE TO FOURTH AMENDMENT TO NOTE PURCHASE AGREEMENT AND CONVERTIBLE PROMISSORY NOTES

 











 

	
P. Kent Hawryluk Revocable Trust
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
/s/ P. Kent Hawryluk
    	
 
    	
/s/ Dakshesh S. Patel
    
	
Name: P. Kent Hawryluk
    	
 
    	
Dakshesh S. Patel
    
	
Its: Trustee
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
/s/ David A. Perkins
    
	
/s/ Amy Samuelson
    	
 
    	
David A. Perkins
    
	
Amy Samuelson
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
/s/ David R. Fischell
    
	
 
    	
 
    	
David R. Fischell
    
	
Bisgaier Family, LLC
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
/s/ Charles Bisgaier
    	
 
    	
/s/ Dena Marie Bisgaier
    
	
Name: Charles Bisgaier
    	
 
    	
Dena Marie Bisgaier
    
	
Its: Manager
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
/s/ Douglas Flege
    
	
 
    	
 
    	
Douglas Flege
    
	
Brio Capital Fund I L.L.C.
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
/s/ James A. Sorboro
    	
 
    	
Jeffrey and Michelle Mathiesen
    
	
Name: James A. Sorboro
    	
 
    	
 
    
	
Its: Principal
    	
 
    	
 
    
	
 
    	
 
    	
/s/ Jeffrey Mathiesen
    
	
 
    	
 
    	
Jeffrey Mathiesen
    
	
 
    	
 
    	
 
    
	
/s/ Catherine Sigler
    	
 
    	
 
    
	
Catherine Sigler
    	
 
    	
 
    
	
 
    	
 
    	
/s/ Michelle Mathiesen
    
	
 
    	
 
    	
Michelle Mathiesen
    


 

SIGNATURE PAGE TO FOURTH AMENDMENT TO NOTE PURCHASE AGREEMENT AND CONVERTIBLE PROMISSORY NOTES

 











 

	
/s/ Nainoor Thakore
    	
 
    	
The Beverly Selnick Revocable
    
	
Nainoor Thakore
    	
 
    	
Living Trust
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
/s/ Pedro Lichtinger
    	
 
    	
/s/ Beverley Selnick
    
	
Pedro Lichtinger
    	
 
    	
Name: Beverley Selnick
    
	
 
    	
 
    	
Its: Trustee
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Reynold Homan and Nelva J.
    	
 
    	
/s/ Tim A. Fischell
    
	
Homan Revocable Living Trust
    	
 
    	
Tim A. Fischell
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
/s/ Reynold Homan
    	
 
    	
Vishal J. Bhagat
    
	
Name: Reynold Homan
    	
 
    	
 
    
	
Its: Trustee
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Mary C. Vandewiele Trust U/A
    
	
/s/ Roger W. Kleppe
    	
 
    	
Dated 10-13-04
    
	
Roger W. Kleppe
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
/s/ Sandra Lynn Drake
    	
 
    	
 
    
	
Sandra Lynn Drake
    	
 
    	
Name: Mary C. Vandewiele
    
	
 
    	
 
    	
Its: Trustee
    
	
 
    	
 
    	
 
    
	
/s/ Stanley Bisgaier
    	
 
    	
 
    
	
Stanley Bisgaier
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
/s/ Steven Zelkowitz
    	
 
    	
 
    
	
Steven Zelkowitz
    	
 
    	
 
    


 

SIGNATURE PAGE TO FOURTH AMENDMENT TO NOTE PURCHASE AGREEMENT AND CONVERTIBLE PROMISSORY NOTES

 











 

	
BAM Investments, LLC
    	
 
    	
 
    
	
 
    	
 
    	
Michael Connor Family Trust UA 
    
	
 
    	
 
    	
Nov 10, 2010
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Name: William J.   Rauwerdink
    	
 
    	
/s/ Lindsay Connor
    
	
Its: Managing Member
    	
 
    	
Name: Lindsay Connor
    
	
 
    	
 
    	
Its: Portfolio Manager
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Capital Midwest Fund III, LP
    	
 
    	
 
    
	
 
    	
 
    	
Rebecca and Erik Bakker-Arkema
    
	
 
    	
 
    	
 
    
	
/s/ Alvin Vitangcol
    	
 
    	
 
    
	
Name: Alvin Vitangcol
    	
 
    	
/s/ Rebecca Bakker-Arkema
    
	
Its: General Partner
    	
 
    	
Rebecca Bakker-Arkema
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
/s/ Erik Bakker-Arkema
    
	
 
    	
 
    	
Erik Bakker-Arkema
    
	
Excel Venture Fund II, L.P.
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Name: Steven Gullans
    	
 
    	
 
    
	
Its: Manager
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
JSI, 2 LLC
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
/s/ Jasdeep S. Sandhu
    	
 
    	
 
    
	
Name: Jasdeep S. Sandhu
    	
 
    	
 
    
	
Its: Member
    	
 
    	
 
    


 

SIGNATURE PAGE TO FOURTH AMENDMENT TO NOTE PURCHASE AGREEMENT AND CONVERTIBLE PROMISSORY NOTES