Item 1.01 Entry into a Material Definitive Agreement.
On April 19, 2022, Blue Water Vaccines Inc. (the “Company”)
consummated the closing of a private placement (the “Private Placement”), pursuant to the terms and conditions
of the Securities Purchase Agreement, dated as of April 13, 2022 (the “Purchase Agreement”), by and among the
Company and certain purchasers named on the signature pages thereto (the “Purchasers”). At the closing of the
Private Placement, the Company issued 590,406 shares of common stock the (“Shares”), pre-funded warrants (the
“Pre-Funded Warrants”) to purchase an aggregate of 590,406 shares of common stock and preferred investment options
(the “ Preferred Investment Options”, and, collectively with the Shares and the Pre-Funded Warrants, the “Securities”)
to purchase up to an aggregate of 1,180,812 shares of common stock (the “Offering”). The purchase price of each
Share and associated Preferred Investment Option was $6.775 and the purchase price of each Pre-Funded Warrant and associated Preferred
Investment Option was $6.774. The aggregate gross proceeds to the Company from the Private Placement were approximately $8.0 million,
before deducting placement agent fees and other Offering expenses. H.C. Wainwright & Co., LLC (the “Placement Agent”
or “Wainwright”) acted as the exclusive placement agent for the Private Placement.
Securities Purchase Agreement
The Purchase Agreement contains customary representations,
warranties, and covenants of the Company and Purchasers and customary closing conditions, indemnification rights, and other obligations
of the parties. Under the Purchase Agreement, the Company agreed to use the net proceeds from the sale of the Securities for working capital
purposes and to not use such proceeds: (a) for the satisfaction of any portion of the Company’s debt (other than payment of trade
payables in the ordinary course of the Company’s business and prior practices), (b) for the redemption of any common stock or Common
Stock Equivalents (as defined in the Purchase Agreement), (c) for the settlement of any outstanding litigation, or (d) in violation of
the Foreign Corrupt Practices Act of 1977, as amended, or the regulations promulgated by the Office of Foreign Assets Control of the U.S.
Treasury Department. The Purchase Agreement is governed by the laws of the State of New York.
The Company also agreed that, from the date of the Purchase Agreement
until 60 days after the effective date of the initial registration statement filed under the Registration Rights Agreement, the Company
would not (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of common stock or
Common Stock equivalents or (ii) file any registration statement or any amendment or supplement thereto, in each case other than as contemplated
under the Registration Rights Agreement (as defined herein). Further, until the one year anniversary of the effective date of the initial
registration statement filed under the Registration Rights Agreement, the Company is prohibited from effecting or entering into an agreement
to effect any issuance by the Company of common stock or Common Stock equivalents (or a combination of units thereof) involving a Variable
Rate Transaction (as defined in the Purchase Agreement), subject to certain limited exceptions set forth in the Purchase Agreement.
The foregoing summary of the Purchase Agreement is qualified in its
entirety by reference to the form of Purchase Agreement, which is filed herewith as Exhibit 10.1 and is incorporated by reference herein.
Pre-Funded Warrants
Under the Pre-Funded Warrants, dated as of April
19, 2022, between the Company and the undersigned holders thereto, the Pre-Funded Warrants have an exercise price of $0.001 per share,
are exercisable on or after April 19, 2022, are exercisable until the Pre-Funded Warrants are exercised in full, and terminate on April
20, 2026.
The foregoing summary of the Pre-Funded Warrants
is qualified in its entirety by reference to the form of Pre-Funded Warrants, which is filed herewith as Exhibit 4.2 and is incorporated
by reference herein.
Preferred Investment Options
Under the Preferred Investment Options, dated as of April 19, 2022, between
the Company and the undersigned holders thereto, the Preferred Investment Options are exercisable at any time on or after April 19, 2022
at an exercise price of $6.65 per share, subject to certain adjustments, including with respect to stock dividends, splits, subsequent
rights offerings, pro rata distributions and a Fundamental Transaction (as defined in the Preferred Investment Options), and terminate
on April 20, 2026. If, at any time at the time of exercise of the Preferred Investment Options, there is no effective registration statement
registering, or the prospectus contained therein is not available for the resale of the shares issuable pursuant to the exercise of Preferred
Investment Options, the Preferred Investment Options may be exercised, in whole or in part, by means of a cashless exercise, in which
the holder is entitled to receive a number of shares of common stock to be determined by a formula contained in the Preferred Investment
Options. No fractional shares or scrip representing fractional shares may be issued upon the exercise of the Preferred Investment Options.
The foregoing summary of the Preferred Investment
Options is qualified in its entirety by reference to the form of Preferred Investment Options, which is filed herewith as Exhibit 4.2
and is incorporated by reference herein.
Registration Rights Agreement
In connection with the Private Placement, the
Company entered into a Registration Rights Agreement with the Purchasers, dated as of April 13, 2022 (the “Registration Rights
Agreement”). The Registration Rights Agreement provides that the Company shall file a registration statement covering the
resale of all of the Registrable Securities (as defined in the Registration Rights Agreement) with the Securities and Exchange Commission
(the “SEC”) no later than the 20th calendar day following the date of the Registration Rights Agreement and
have the registration statement declared effective by the SEC as promptly as possible after the filing thereof, but in any event no later
than the 45th calendar day following April 13, 2022 or, in the event of a “full review” by the SEC, the 75th day following
April 13, 2022.
Upon the occurrence of any Event (as defined in the Registration
Rights Agreement), which, among others, prohibits the Purchasers from reselling the Securities for more than ten (10) consecutive
calendar days or more than an aggregate of fifteen (15) calendar days during any 12-month period, the Company is obligated to pay to
each Purchaser, on each monthly anniversary of each such Event, an amount in cash, as partial liquidated damages and not as a
penalty, equal to the product of 2.0% multiplied by the aggregate subscription amount paid by such Purchaser pursuant to the
Purchase Agreement.
Subject to certain exceptions, neither the Company nor any of its security
holders (other than the Purchasers in such capacity pursuant thereto) may include the securities of the Company in any registration statements
other than the Securities. The Company may not file any other registration statements until all Securities are registered pursuant to
a registration statement that is declared effective by the SEC, provided that the Company may file amendments to registration statements
filed prior to the date of the Registration Rights Agreement so long as no new securities are registered on any such existing registration
statements.
All fees and expenses incident to the performance of or compliance
with the Registration Rights Agreement by the Company will be borne by the Company, whether or not any Securities are sold pursuant to
a registration statement.
The foregoing summary of the Registration Rights Agreement is qualified
in its entirety by reference to the form of Registration Rights Agreement, which is filed herewith as Exhibit 10.2 and is incorporated
by reference herein.
Other Agreements
Wainwright served as the exclusive placement
agent for the issuance and sale of the securities pursuant to the Purchase Agreement and is entitled to a cash fee of 7.5% of the
aggregate gross proceeds of the Offering and warrants (the “Wainwright Warrants”) to purchase up to 70,849
shares of Common Stock, which is equivalent to 6.0% of the Shares and Pre-Funded Warrants sold. The Wainwright Warrants are in
substantially the same form as the Preferred Investment Options, except that the exercise price is 125% of the purchase price (or
$8.46875 per share). We also agreed to pay Wainwright a management fee equal to 1.0% of the aggregate gross
proceeds from the Offering and reimburse certain out-of-pocket expenses up to an aggregate of $85,000.00. The foregoing summary of
the Wainwright Warrants is qualified in its entirety by reference to the form of Wainwright Warrants, which is filed herewith as
Exhibit 4.3 and is incorporated by reference herein.