Item 1.01 Entry into a Material Definitive Agreement.
On August 11, 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 August 9, 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 1,350,000 shares of common stock the (“Shares”), pre-funded warrants (the
“Pre-Funded Warrants”) to purchase an aggregate of 2,333,280 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 4,972,428 shares of common stock (the “Offering”).
The purchase price of each Share and associated Preferred Investment Option was $2.715 and the purchase price of each Pre-Funded Warrant
and associated Preferred Investment Option was $2.714. The aggregate gross proceeds to the Company from the Private Placement were approximately
$10.0 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 August 11, 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 August 11, 2022, are exercisable until the Pre-Funded Warrants are exercised in full.
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 August 11, 2022,
between the Company and the undersigned holders thereto, the Preferred Investment Options are exercisable at any time on or after August
11, 2022 at an exercise price of $2.546 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 August 11, 2027. 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 August 9, 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 30th 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
August 9, 2022 or, in the event of a “full review” by the SEC, the 80th day following August 9, 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 220,997 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 $3.3938 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 expenses up to an aggregate of
$85,000. 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.