Form 8-K

8-K — Pluri Inc.

Accession: 0001213900-26-094638

Filed: 2026-08-28

Period: 2026-08-26

CIK: 0001158780

SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — ea0303582-8k_pluri.htm (Primary)

EX-4.1 — FORM OF COMMON WARRANT (ea030358201ex4-1.htm)

EX-4.2 — FORM OF PRE-FUNDED WARRANT (ea030358201ex4-2.htm)

EX-5.1 — LEGAL OPINION OF SULLIVAN & WORCESTER LLP (ea030358201ex5-1.htm)

EX-10.1 — FORM OF SECURITIES PURCHASE AGREEMENT (ea030358201ex10-1.htm)

EX-10.2 — PLACEMENT AGENCY AGREEMENT (ea030358201ex10-2.htm)

GRAPHIC (ea030358201ex5-1img1.jpg)

GRAPHIC (ea030358201ex5-1img2.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0303582-8k_pluri.htm · Sequence: 1

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0001158780

2026-08-26

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

August 28, 2026 (August 26, 2026)

PLURI INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada

001-31392

98-0351734

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

MATAM

Advanced Technology Park

Building No. 5

Haifa, Israel

3508409

(Address of Principal Executive Offices)

(Zip Code)

011 972 74 710 7171

(Registrant’s telephone number, including

area code)

Not applicable

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Shares, par value $0.00001 per share

PLUR

The Nasdaq Capital Market

Indicate by check mark whether the registrant

is an emerging growth company as defined in 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).

Emerging growth company ☐

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.

On August 26, 2026, Pluri Inc. (the “Company”)

entered into a securities purchase agreement (the “Purchase Agreement”) with a certain institutional investor (the “Purchaser”)

pursuant to which the Company agreed to issue and sell in a registered direct offering (the “Registered Direct Offering”)

registered under the Securities Act of 1933, as amended (the “Securities Act”), an aggregate of (i) 1,200,000 (the “Shares”)

of the Company’s common shares (“Common Shares”) and (ii) pre-funded warrants (the “Pre-Funded Warrants”)

to purchase up to 1,028,940 Common Shares (such shares issuable upon exercise of the Pre-Funded Warrants, the “Pre-Funded Warrant

Shares”, and together with the Shares and the Pre-Funded Warrants, the “Securities”). Each Share was offered

and sold at an offering price of $1.50 before deducting placement agent fees and other offering expenses, and each Pre-Funded Warrant was

offered and sold at an offering price of $1.49999 which is equal to the offering price per share less the $0.00001 exercise price of each Pre-Funded Warrant, before

deducting placement agent fees and other offering expenses.

Each Pre-Funded Warrant has

an initial exercise price per share of $0.00001, subject to certain adjustments. The Pre-Funded Warrants are

exercisable immediately and may be exercised at any time until all of the Pre-Funded Warrants are exercised in

full.

Additionally, pursuant to the Purchase Agreement,

the Company agreed to issue to the Purchaser, in a concurrent private placement (the “Concurrent Private Placement” and, together

with the Registered Direct Offering, the “Offering”), common purchase warrants (the “Common Warrants”) to purchase

one Common Share for each Share or Pre-Funded Warrant purchased in the Registered Direct Offering for an aggregate of 2,228,940 Common

Shares. The Common Warrants will be initially exercisable six (6) months following their issuance and will be exercisable for a period

of five (5) years from the initial exercise date. The exercise price of the Common Warrants is $1.65 per share.

The Offering is expected to close on August 28,

2026. The net proceeds from the Offering are expected to be approximately $2,984,808, after deducting placement agent fees and other estimated

offering expenses. The Company intends to use the net proceeds from the Offering for corporate development and general purposes and working

capital.

In connection with the Offering, the Company entered

into a placement agency agreement (the “Placement Agency Agreement”) with A.G.P./Alliance Global Partners (the “Placement

Agent”), pursuant to which the Placement Agent agreed to serve as the Company’s sole placement agent in connection with the

Offering. As compensation for the services provided by the Placement Agent in connection with the Offering, the Company agreed to pay

the Placement Agent a cash fee of 6.50% of the gross proceeds which will be received by the Company from the sale of the securities at

the closing. The Company also agreed to reimburse the Placement Agent for certain of its out-of-pocket accountable expenses incurred in

connection with its services as placement agent in an amount not to exceed $50,000 in the aggregate.

The Securities were offered by the Company pursuant

to the Company’s shelf registration statement on Form S-3 (File No. 333-273347) declared effective by the Securities and Exchange

Commission (the “SEC”) on September 21, 2023 and the related prospectus supplement and accompanying prospectus.

Pursuant to the Purchase Agreement, the

Company agreed that: (A) for a period of 45 days after the closing date of the Offering, the Company will 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 (as

defined in the Purchase Agreement) or (ii) file any registration statement or any amendment or supplement thereto, in each case

subject to certain limited exceptions; and (B) from the date of the Purchase Agreement and until six (6) month following the closing

date of the Offering, the Company will be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of

its subsidiaries of Common Shares or Common Share Equivalents (as defined in the Purchase Agreement) (or a combination of units

thereof) involving a Variable Rate Transaction (as defined in the Purchase Agreement), provided however, that the Company may enter into and/or issue Common Shares in an “at the market offering” with A.G.P./Alliance

Global Partners after 30 days following the closing date of the Offering.

The Purchase Agreement contains customary representations

and warranties, agreements and obligations, conditions to closing and termination provisions. In connection with the Offering, the Company’s

directors and executive officers also entered into lock-up agreements with the Company, pursuant to which such directors and officers

will not be permitted to, for a period of 45 days after the closing to offer, sell, contract to sell, hypothecate, pledge or otherwise

dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition at any time,

including in the future (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by such

directors and officers or their affiliates), their Company securities, subject to certain limited exceptions.

The foregoing descriptions of the Common Warrants,

Pre-Funded Warrants, Purchase Agreement and Placement Agency Agreement do not purport to be complete and are qualified in their entirety

by reference to the full text of the Form of Common Warrant, Form of Pre-Funded Warrants, Form of Securities Purchase Agreement and Placement

Agency Agreement, which are attached as Exhibits 4.1, 4.2, 10.1 and 10.2, respectively, hereto and incorporated by reference herein.

The legal opinion of Sullivan & Worcester

LLP relating to the legality of the issuance and sale of the securities in the Registered Direct Offering is filed as Exhibit 5.1 to this

Current Report on Form 8-K.

Item 3.02 Unregistered Sales of Equity Securities.

Pursuant to the Concurrent Private Placement described

in Item 1.01 above, which description is incorporated into this Item 3.02 by reference, the Common Warrants (including the Common Stock

issuable upon exercise of the Common Warrants) (collectively, the “Private Securities”) were issued in reliance upon the exemption

from registration pursuant to Section 4(a)(2) under the Securities Act and Regulation D under the Securities Act, and corresponding provisions

of state securities or “blue sky” laws. The sale of the Private Securities did not involve a public offering and was made

without general solicitation or general advertising. Accordingly, the Private Securities have not been registered under the Securities

Act or any state securities laws and such securities may not be offered or sold in the United States absent registration, or an exemption

from registration, under the Securities Act and any applicable state securities laws.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

4.1

Form of Common Warrant

4.2

Form of Pre-Funded Warrant

5.1

Legal opinion of Sullivan & Worcester LLP

10.1

Form of Securities Purchase Agreement

10.2

Placement Agency Agreement

23.1

Consent of Sullivan & Worcester LLP (included in Exhibit 5.1)

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.

PLURI INC.

Date: August 28, 2026

By:

/s/ Liat Zalts

Name:

Liat Zalts

Title:

Chief Financial Officer

EX-4.1 — FORM OF COMMON WARRANT

EX-4.1

Filename: ea030358201ex4-1.htm · Sequence: 2

Exhibit 4.1

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, THIS

SECURITY 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.

COMMON

SHARES PURCHASE WARRANT

Pluri

Inc.

Warrant Shares: [____]

Original Issuance Date: [_____], 2026

THIS COMMON SHARES PURCHASE

WARRANT (the “Warrant”) certifies that, for value received, [_____] or its assigns (the “Holder”)

is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after

the six (6) month anniversary of the Original Issuance Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m.

(New York City time) on the date which is the five year anniversary of the Initial Exercise Date (the “Termination Date”),

but not thereafter, to subscribe for and purchase from Pluri Inc., a Nevada corporation (the “Company”), up to [____]

of the Company’s common shares, par value $0.00001 per share (the “Common Shares”) (as subject to adjustment

hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise

Price, as defined in Section 2(b).

Section 1. Definitions.

Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement

(the “Agreement”), dated [____], 2026, among the Company and the purchaser signatory thereto.

Section 2. Exercise.

a) Exercise

of Warrant. Subject to the terms and conditions hereof, exercise of the purchase rights represented by this Warrant may be made, in

whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the

Company of a duly executed facsimile copy or PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form

annexed hereto (the “Notice of Exercise”). Within the earlier of (i) one (1) Trading Day and (ii) the number of

Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid,

the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer

or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is

specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee

(or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the

Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares

available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company

for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial

exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the

effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant

Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such

purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. 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. For the avoidance of doubt, there is no circumstances that would require the

Company to net cash settle this Warrant.

b) Exercise

Price. The exercise price per Common Share under this Warrant shall be $[__], subject to adjustment hereunder (the “Exercise

Price”).

c) Cashless

Exercise. If, after the applicable deadline for causing a resale registration statement to become effective as set forth in clause

d) of Annex A to the Agreement, at the time of exercise hereof there is no effective registration statement registering, or the prospectus

contained therein is not available for the issuance or resale of the Warrant Shares to or by the Holder, then this Warrant may also be

exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive

a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A) =

as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Shares on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;

(B) =

the Exercise Price of this Warrant, as adjusted hereunder; and

(X) =

the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

“Bid

Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Shares

are then listed or quoted on a Trading Market, the bid price of the Common Shares for the time in question (or the nearest preceding date)

on the Trading Market on which the Common Shares are then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from

9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted

average price of the Common Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Shares

are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Shares are then reported on The Pink Open Market

(or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common

Shares so reported, or (d) in all other cases, the fair market value of a Common Share as determined by an independent appraiser selected

in good faith by the Holders of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the

fees and expenses of which shall be paid by the Company.

“VWAP”

means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Shares are then listed

or quoted on a Trading Market, the daily volume weighted average price of the Common Shares for such date (or the nearest preceding date)

on the Trading Market on which the Common Shares are then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from

9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted

average price of the Common Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Shares

are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Shares are then reported on The Pink Open Market

(or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common

Shares so reported, or (d) in all other cases, the fair market value of a Common Share as determined by an independent appraiser selected

in good faith by the Holders of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the

fees and expenses of which shall be paid by the Company.

If Warrant Shares

are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act,

the Warrant Shares shall take on the characteristics of the Warrants being exercised. The Company agrees not to take any position contrary

to this Section 2(c).

d) Mechanics

of Exercise.

i. Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased

hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s

balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if

the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of

the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) this Warrant is being exercised via cashless exercise, and

otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee,

for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the

Notice of Exercise by the date that is the earlier of (A) the earlier of (i) one (1) Trading Day and (ii) the number of days comprising

the Standard Settlement Period, in each case after the delivery to the Company of the Notice of Exercise and (B) one (1) Trading

Day after delivery of the aggregate Exercise Price to the Company (such date, the “Warrant Share Delivery Date”). Upon

delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant

Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that

payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by the Warrant Share Delivery Date.

If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery

Date, provided that payment of the aggregate Exercise Price (other than in the instance of a cashless exercise) is received by the Company

by such date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares

subject to such exercise (based on the VWAP of the Common Shares on the date of the applicable Notice of Exercise), $10 per Trading Day

(increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after

such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain

a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein,

“Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s

primary Trading Market with respect to the Common Shares as in effect on the date of delivery of the Notice of Exercise.

ii. Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the

Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares,

deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this

Warrant, which new Warrant shall in all other respects be identical with this Warrant.

iii. Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the

Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such

exercise.

iv. Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition

to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares

in accordance with the provisions of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date (other

than any such failure that is solely due to any action or inaction by the Holder with respect to such exercise), and if after such date

the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise

purchases, Common Shares to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving

upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which

(x) the Holder’s total purchase price (including brokerage commissions, if any) for the Common Shares so purchased exceeds (y) the

amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with

the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the

option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was

not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of Common Shares that would have

been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases

Common Shares having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of Common Shares with an

aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company

shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the

Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s

right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific

performance and/or injunctive relief with respect to the Company’s failure to timely deliver Common Shares upon exercise of the

Warrant as required pursuant to the terms hereof.

v. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall

be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon

such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to

such fraction multiplied by the Exercise Price or round up to the next whole share.

vi. Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder

for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses

shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed

by the Holder; provided, however, that in the event that Warrant Shares are to be issued in a name other than the name of

the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the

Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental

thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the

Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery

of the Warrant Shares.

vii. Closing of Books. The Company will not close its stockholder books or records in any manner which

prevents the timely exercise of this Warrant, pursuant to the terms hereof.

e) Holder’s

Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise

any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise

as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting

as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)),

would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the

number of Common Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Common

Shares issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of

Common Shares which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the

Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion

of any other securities of the Company (including, without limitation, any other Common Share Equivalents) subject to a limitation on

conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution

Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in

accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by

the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange

Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation

contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned

by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the

sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether

this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties)

and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall

have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated

above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder,

and the Company shall have no obligation to verify or confirm the accuracy of such determination and shall have no liability for exercises

of the Warrant that are not in compliance with the Beneficial Ownership Limitation, except to the extent that the Holder relies on the

number of outstanding Common Shares that was provided by the Company. For purposes of this Section 2(e), in determining the number of

outstanding Common Shares, a Holder may rely on the number of outstanding Common Shares as reflected in (A) the Company’s most recent

periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a

more recent written notice by the Company or the Transfer Agent setting forth the number of Common Shares outstanding. Upon the written

request of a Holder, the Company shall within one (1) Trading Day confirm orally and in writing to the Holder the number of Common Shares

then outstanding. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise

of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which

such number of outstanding Common Shares was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the

number of Common Shares outstanding immediately after giving effect to the issuance of Common Shares issuable upon exercise of this Warrant.

The Holder, upon written notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e),

provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Common Shares outstanding immediately after

giving effect to the issuance of Common Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e)

shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice

is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict

conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent

with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly

give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Section 3. Certain Adjustments.

a) Stock

Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes

a distribution or distributions on Common Shares or any other equity or equity equivalent securities payable in Common Shares (which,

for avoidance of doubt, shall not include any Common Shares issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding

Common Shares into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding Common Shares into

a smaller number of shares, or (iv) issues by reclassification of Common Shares any shares of capital stock of the Company, then in each

case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of Common Shares (excluding treasury

shares, if any) outstanding immediately before such event and of which the denominator shall be the number of Common Shares outstanding

immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that

the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective

immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become

effective immediately after the effective date in the case of a subdivision, combination or re-classification.

b) Subsequent

Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or

sells any Common Share Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders

of any class of Common Shares (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms

applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number

of Common Shares acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without

limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale

of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Common Shares are to be determined

for the grant, issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right

to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall

not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such Common Shares as a result of such

Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever,

as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

c) Pro

Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution

of its assets (or rights to acquire its assets) to holders of Common Shares, by way of return of capital or otherwise (including, without

limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification,

corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after

the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent

that the Holder would have participated therein if the Holder had held the number of Common Shares acquirable upon complete exercise of

this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation)

immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the

record holders of Common Shares are to be determined for the participation in such Distribution (provided, however, that

to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial

Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership

of any Common Shares as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for

the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership

Limitation). To the extent that this Warrant has not been partially or completely exercised at the time of such Distribution, such portion

of the Distribution shall be held in abeyance for the benefit of the Holder until the Holder has exercised this Warrant.

d) Fundamental

Transaction.

i. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one

or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company (or any

Subsidiary), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or

substantially all of the Company’s assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer,

tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Shares are

permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of more

than 50% of the outstanding Common Shares or more than 50% of the voting power of the common equity of the Company, (iv) the Company,

directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of Common

Shares or any compulsory share exchange pursuant to which the Common Shares are effectively converted into or exchanged for other securities,

cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase

agreement or other business combination (including, without limitation, a reorganization or recapitalization that requires the approval

of the shareholders of the Company, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other

Person or group acquires more than 50% of the outstanding Common Shares or more than 50% of the voting power of the common equity of the

Company (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have

the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such

Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant),

the number of Common Shares of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional

consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of

the number of Common Shares for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to

any limitation in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise

Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable

in respect of one Common Share in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate

Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders

of Common Shares are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder

shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental

Transaction. Provided, however, that, if the Fundamental Transaction is not within the Company’s control, including not approved

by the Company’s Board of Directors, Holder shall only be entitled to receive from the Company or any Successor Entity the same

type or form of consideration (and in the same proportion), at the value of the unexercised portion of this Warrant, that is being offered

and paid to the holders of Common Shares of the Company in connection with the Fundamental Transaction, whether that consideration be

in the form of cash, stock or any combination thereof, or whether the holders of Common Shares are given the choice to receive from among

alternative forms of consideration in connection with the Fundamental Transaction; provided further, that if holders of Common Shares

of the Company are not offered or paid any consideration in such Fundamental Transaction, such holders of Common Shares will be deemed

to have received shares of the Successor Entity (which Successor Entity may be the Company following such Fundamental Transaction) in

such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the

survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant and

the other Transaction Documents. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall be added to the term

“Company” under this Warrant (so that from and after the occurrence or consummation of such Fundamental Transaction, each

and every provision of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to

each of the Company and the Successor Entity or Successor Entities, jointly and severally), and the Successor Entity or Successor Entities,

jointly and severally with the Company, may exercise every right and power of the Company prior thereto and the Successor Entity or Successor

Entities shall assume all of the obligations of the Company prior thereto under this Warrant and the other Transaction Documents with

the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally, had been named as the Company

herein.

ii. Redemption Right. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction,

the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with,

or within thirty (30) days after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of

the applicable Fundamental Transaction), redeem this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black

Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental

Transaction; provided, however, that, if the Fundamental Transaction is not within the Company’s control, including not approved

by the Company’s Board of Directors, the Holder shall only be entitled to receive from the Company or any Successor Entity the same

type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of this Warrant, that

is being offered and paid to the holders of Common Shares of the Company in connection with the Fundamental Transaction, whether that

consideration be in the form of cash, shares or any combination thereof, or whether the holders of Common Shares are given the choice

to receive from among alternative forms of consideration in connection with the Fundamental Transaction; provided, further, that if holders

of Common Shares of the Company are not offered or paid any consideration in such Fundamental Transaction, such holders of Common Shares

will be deemed to have received share equity of the Successor Entity (which Entity may be the Company following such Fundamental Transaction)

in such Fundamental Transaction. “Black Scholes Value” means the value of this Warrant based on the Black-Scholes Option

Pricing Model obtained from the “OV” function on Bloomberg determined as of the day of consummation of the applicable Fundamental

Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal

to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date, (B) an expected

volatility equal to the volatility for the remaining exercise period as obtained from the HVT function on Bloomberg (determined utilizing

a 252 day annualization factor) as of the Trading Day immediately following the consummation of the applicable contemplated Fundamental

Transaction, (C) the underlying price per share used in such calculation shall be the VWAP for the 30 days prior to the Trading Day immediately

preceding the consummation of the applicable contemplated Fundamental Transaction and (D) a remaining option time equal to the time between

the date of the public announcement of the applicable Fundamental Transaction and the Termination Date and (E) cost of borrow for

the Company’s shares at the exercise date. The payment of the Black Scholes Value will be made by wire transfer of immediately available

funds (or such other consideration) within the later of (i) five Business Days of the Holder’s election and (ii) the date of

consummation of the Fundamental Transaction.

e) Calculations.

All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes

of this Section 3, the number of Common Shares deemed to be issued and outstanding as of a given date shall be the sum of the number

of Common Shares (excluding treasury shares, if any) issued and outstanding.

f) Notice

to Holder.

i. Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision

of this Section 3, the Company shall promptly deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after

such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring

such adjustment.

ii. Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution

in whatever form) on the Common Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common

Shares, (C) the Company shall authorize the granting to all holders of the Common Shares rights or warrants to subscribe for or purchase

any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection

with any reclassification of the Common Shares, any consolidation or merger to which the Company is a party, any sale or transfer of all

or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Shares are converted into other

securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of

the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at its last

facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the

applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose

of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of

the Common Shares of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y)

the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close,

and the date as of which it is expected that holders of the Common Shares of record shall be entitled to exchange their Common Shares

for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange;

provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the

corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains,

material, non-public information regarding the Company or any of the Company’s subsidiaries, the Company shall simultaneously file

such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during

the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be

expressly set forth herein.

Section 4. Transfer of

Warrant.

a) Transferability.

This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part,

upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this

Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any

transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute

and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations

specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so

assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required

to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall

surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the

Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for

the purchase of Warrant Shares without having a new Warrant issued.

b) New

Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company,

together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or

its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination,

the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance

with such notice. All Warrants issued on transfers or exchanges shall be dated the Issue Date of this Warrant and shall be identical with

this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

c) Warrant

Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant

Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder

of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other

purposes, absent actual notice to the contrary.

Section 5. Miscellaneous.

a) No

Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends

or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly

set forth in Section 3. Without limiting the rights of a Holder to receive Warrant Shares on a “cashless exercise,” and

to receive the cash payments contemplated pursuant to Sections 2(d)(i) and 2(d)(iv), in no event will the Company be required to net cash

settle an exercise of this Warrant.

b) Loss,

Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory

to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case

of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include

the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make

and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

c) 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 Trading Day, then, such action may be taken or such right may be exercised on the next succeeding Trading Day.

d) Authorized

Shares. The Company covenants that, at all times during the period the Warrant is outstanding, it will reserve from its authorized

and unissued Common Shares a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase

rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers

who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The

Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without

violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Shares may be listed.

The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant

will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be

duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect

of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

Except and to

the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate

of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or

any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all

times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate

to protect the rights of Holder as set forth in this Warrant against impairment (it being understood that this Warrant shall not in any

case prevent the Company from effecting any such amendment, reorganization, transfer, consolidation, merger, dissolution, issuance or

sale). Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the

amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary

or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of

this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory

body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.

Before taking

any action, which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise

Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public

regulatory body or bodies having jurisdiction thereof.

e) Jurisdiction.

All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance

with the provisions of the Agreement.

f) Restrictions.

The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not

utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

g) Nonwaiver

and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as

a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding the fact that the right to

exercise this Warrant terminates on the Termination Date. Without limiting any other provision of this Warrant or the Agreement, if the

Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder,

the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to,

reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant

hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

h) Notices.

Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in

accordance with the notice provisions of the Agreement.

i) Limitation

of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant

Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase

price of any Common Shares or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the

Company.

j) Remedies.

The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific

performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss

incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any

action for specific performance that a remedy at law would be adequate.

k) Successors

and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the

benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder.

The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable

by the Holder or holder of Warrant Shares.

l) Amendment.

This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand, and

the Holder of this Warrant, on the other hand.

m) Severability.

Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law,

but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the

extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

n) Headings.

The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

********************

[Signature Page Follows]

IN WITNESS WHEREOF, the Company

has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

Pluri Inc.

By:

Name:

Title:

NOTICE

OF EXERCISE

TO: Pluri INC.

(1) The undersigned hereby elects to purchase

________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith

payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Payment shall take the form of (check applicable

box):

☐ in lawful money of the United States; or

☐ if permitted, the cancellation of such number of Warrant Shares as is necessary, in accordance with the

formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant

to the cashless exercise procedure set forth in subsection 2(c).

(3) Please issue said Warrant Shares in the name

of the undersigned or in such other name as is specified below:

The Warrant Shares shall be delivered to the following

DWAC Account Number:

[SIGNATURE OF HOLDER]

Name of Investing Entity:

Signature of Authorized Signatory of Investing Entity:

Name of Authorized Signatory:

Title of Authorized Signatory:

Date:

ASSIGNMENT

FORM

(To assign the foregoing Warrant, execute this

form and supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant and

all rights evidenced thereby are hereby assigned to

Name:

(Please Print)

Address:

(Please Print)

Phone Number:

Email Address:

Dated:____________ _____, ______

Holder’s

Signature:

Holder’s

Address:

EX-4.2 — FORM OF PRE-FUNDED WARRANT

EX-4.2

Filename: ea030358201ex4-2.htm · Sequence: 3

Exhibit 4.2

PRE-FUNDED

COMMON SHARES PURCHASE WARRANT

Pluri

Inc.

Warrant Shares: [____]

Issue Date: [____], 2026

THIS PRE-FUNDED COMMON SHARES

PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [____] or its assigns (the “Holder”)

is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after

the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination

Date”) but not thereafter, to subscribe for and purchase from Pluri Inc., a Nevada corporation (the “Company”),

up to [____] of the Company’s common shares, par value $0.00001 per share (the “Common Shares”) (as subject to adjustment

hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise

Price, as defined in Section 2(b).

Section 1. Definitions. Capitalized

terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the “Purchase

Agreement”), dated [____], 2026, by and between the Company and the purchaser signatory thereto.

Section 2. Exercise.

a) Exercise

of Warrant. Subject to the terms and conditions thereof, exercise of the purchase rights represented by this Warrant may be made,

in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the