Form 8-K
8-K — EXOZYMES INC.
Accession: 0001493152-26-031560
Filed: 2026-07-01
Period: 2026-06-30
CIK: 0002010788
SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))
Item: Entry into a Material Definitive Agreement
Item: Financial Statements and Exhibits
Documents
8-K — form8-k.htm (Primary)
EX-5.1 (ex5-1.htm)
EX-10.1 (ex10-1.htm)
EX-10.3 (ex10-3.htm)
EX-10.5 (ex10-5.htm)
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8-K
8-K (Primary)
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0002010788
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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):
June
30, 2026
EXOZYMES
INC.
(Exact
name of registrant as specified in its charter)
Nevada
001-42204
83-4550057
(State
or other jurisdiction
of
incorporation)
(Commission
File
Number)
(I.R.S.
Employer
Identification
No.)
750
Royal Oaks Drive, Suite 106
Monrovia,
CA 91016
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (626) 415-1488
Check
the appropriate box below if the Form 8-K 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 Exchange Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
Common
Stock
EXOZ
Nasdaq
Capital Market
Indicate
by check mark whether the registrant is an emerging growth company 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.
Underwritten
Offering
Securities
Placement
On
June 30, 2026, eXoZymes Inc. (the “Company”) entered into a Placement Agent Agreement (the “Placement Agreement”),
with Public Ventures LLC, doing business as MDB Capital (“MDB”), as the exclusive placement agent pursuant to which
the Company authorized the sale to an investor of up to an aggregate of 35,555 units (the “Units”), consisting
of 71,110 shares (the “Shares”) of its common stock, par value $0.000001 per share (the “Common Stock”),
and 35,555 warrants to purchase up to an aggregate of 35,555 shares of our common stock (the “Warrants) (the “Offering”).
The price per Unit was $18.00. The Shares and Warrants were immediately separable and were issued separately but
will be purchased together as a unit. The purchase price of one Share will be the equivalent of $8.99 and of the Warrant $0.02.
The
securities offered and sold in the Offering had the same terms as the securities sold in the firm commitment underwriting
led by MDB on June 5, 2026.
The
Offering closed on June 30, 2026. The gross proceeds to the Company from the Offering were $639,990, before commissions of $44,799 and
other expenses of approximately $30,000. The net proceeds will be used to further develop the opportunities associated with the N-trans-caffeoyltyramine
(NCT) business and products developed under the NCT technology of the Company, next in line products, research and development
and general corporate purposes, working capital and capital expenditures.
The
Placement Agreement contains customary representations, warranties and agreements by the Company, indemnification obligations of the
Company, including for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), and other
obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Placement Agreement
were made only for the purposes of such agreement and as of the specific dates, were solely for the benefit of the parties to such agreement
and may be subject to limitations agreed upon by the contracting parties. MDB, as placement agent, was issued a warrant to purchase
10,666 shares of common stock, exercisable at $11.24 per share, from December 30, 2026, until June 30, 2031.
The
investor in the Offering signed a securities purchase agreement (the “Investor Agreement”), which contains customary representations,
warranties and agreements by the Company and closing procedures.
The
Offering was made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-292781), which
was declared effective on January 23, 2026, a related base prospectus and final prospectus supplement thereunder dated June 30,
2026.
Warrant
Terms
The
Warrants were issued pursuant to the Warrant Agent Agreement, dated June 5, 2026, as modified. Each Warrant will be exercisable
commencing June 5, 2027, at an exercise price of $11.24 per share (“Exercise Price”) and will expire on June 5, 2031. The
Warrants may be called for redemption, commencing June 5, 2027, provided that there is an effective registration statement for the resale
of the shares of common stock underlying the Warrants. Subject to the foregoing condition, the Company may only call the Warrants for
redemption, once the Warrants are exercisable, if and when a share of common stock trades at or greater than $17.98 on any twenty (20)
trading days during any thirty (30) trading day period. Notice of redemption shall be given not less than 30 days prior to the date of
redemption. Warrant holders will be able to exercise their Warrants through the date of redemption. The Warrant redemption price is $.01
per Warrant. There will be no broker protect period.
The
Exercise Price of a Warrant will be reset (the “Warrant Reset”), in addition to any other adjustments thereto as provided
herein, in the event the Company sells in a public or private offering (other than pursuant to an equity incentive plan adopted by the
board of directors) before June 5, 2027 (the “Commencement Date”), additional shares of common stock, or preferred stock
or other securities convertible into shares of common stock, at a per share price (or equivalent) at less than the per share price of
$8.99. In that event, the Exercise Price will reset to a per share price of $0.001. Once reset, there will be no further resets for subsequent
offerings.
To
qualify for the Warrant Reset, if any, an original purchaser of a unit in this Offering (the “Original Purchaser”) must be
able to demonstrate that it has held all the shares of common stock included in the Units it acquired in the Offering (the “Offered
Shares”) up until the date of the Warrant Reset event, if any (the “Holding Period”). If there is a Warrant Reset,
then the Company will give prompt notice of the Warrant Reset and the date of the event to the holders of Warrants, and the holders of
the Warrants that qualify as having been an Original Purchaser holding all their shares of common stock acquired in the Offering for
the full Holding Period, will be required to submit to the Warrant Agent their outstanding Warrants for cancellation and re-issue with
the adjusted terms within thirty (30) calendar days of the date of the Company notice. Failure to submit timely the Warrant for
exchange will terminate the right to the Warrant Reset. The new warrant will be issued by the Warrant Agent. After the date of the Warrant
Reset, the Holding Period will terminate and the Original Purchaser will have no further requirement to hold the Offered Shares.
Except
for those permitted transfers described below, to qualify for the Warrant Reset, if any, the Offered Shares may not be transferred, assigned,
subject to pledge or be otherwise alienated (which includes having the Offered Shares subject to market options, swaps and other derivative
securities that transfer the value thereof) during the Holding Period. Except for the permitted transfers, the Original Purchaser will
immediately and automatically forfeit the Warrant Reset provision if the Original Purchaser transfers, assigns pledges or otherwise alienates
the Offered Shares during the Holding Period. Notwithstanding the foregoing restrictions the following transfers of Offered Shares during
the Holding Period are allowed:
●
Transfers
made by will or operation of law on the Original Purchaser’s death, to the Original Purchaser’s spouse, ex-spouse, child,
grandchild, stepchild, or other testamentary dispositions, or
●
A
transfer made pursuant to a court order or bona-fide settlement agreement of the parties with a beneficial interest in the Offered
Shares, or
●
A
transfer made to a trust or other similar estate planning entity for the benefit of the Original Purchaser and immediate members
of his family, or
●
A
transfer made pursuant to a “required minimum distribution” from an account held by the Original Purchaser, or
●
A
transfer or transfers made on liquidation of any corporation, trust or other entity that is the Original Purchaser.
To
retain the benefit of the Warrant Reset provision upon any of these occurrences the transferee must notify the Company and the transfer
agent, if applicable, on transfer and present reasonable proof or support for the allowed transfer, such as a death certificate, court
order or certificate of liquidation from an appropriate office of the state government, executed agreement and other documents reasonably
requested and acceptable in the judgement of the Company.
On
June 30, 2026, the Company and VStock Transfer
LLC, the transfer agent for the Warrants, entered into a modification of the Warrant Agent Agreement, to increase the coverage
for the newly issued Warrants.
Documents
Filed
The
legal opinion of Spencer Fane LLP relating to the Shares and Warrants is filed herewith as Exhibit 5.1.
The
foregoing descriptions of the terms and conditions of the Placement Agreement, the Warrant Agent Agreement and its modification,
Form of Warrant to be issued to the Placement Agent, and the Investor Agreement do not purport to be complete and are qualified
in its entirety by the full text of each of such documents, copies of which are included as Exhibits 10.1, 10.2, 10.3,
10.4, and 10.5, respectively, and incorporate by reference herein.
Item
9.01.
Financial
Statements and Exhibits.
(d)
Exhibits
Exhibits
Description
of Exhibit
5.1*
Opinion of Spencer Fane LLP, dated June 30, 2026 (relating to the Shares and Warrants)
10.1*
Placement Agent Agreement between the Registrant and MDB Capital, dated June 30, 2026
10.2**
Warrant Agent Agreement between the Registrant and VStock Transfer, LLC dated June 5, 2026 (Incorporated by reference from Exhibit 10.2 of the Current Report on Form 8-K, filed June 8, 2026, by the Registrant.)
10.3*
Form of Warrant Agent Agreement Modification Agreement, between the Registrant and VStock Transfer, LLC dated June 30, 2026.
10.4**
Form
of Warrant Agreement to be issued to the Placement Agent (Incorporated by reference from Exhibit 10.3 of the Current Report
on Form 8-K, filed June 8, 2026, by the Registrant.)
10.5*
Form of Investor Securities Purchase Agreement.
23.1*
Consent of Spencer Fane LLP (contained in Exhibit 5.1)
104*
Cover
Page Interactive Data File (embedded within the Inline XBRL Document).
*
Filed
herewith
**
Previously
filed
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.
Date:
July 1, 2026
EXOZYMES
INC.
By
/s/
Fouad Nawaz
Fouad
Nawaz,
Vice
President, Finance
EX-5.1
EX-5.1
Filename: ex5-1.htm · Sequence: 2
Exhibit
5.1
Spencer
Fane LLP
711
Third Avenue
New
York, New York 10017
June
30, 2026
eXoZymes
Inc.
750
Royal Oaks Drive, Suite 106
Monrovia,
CA 91016
Re:
Shelf Drawdown: Form S-3 (File No. 333-292781)
Ladies
and Gentlemen:
We
have acted as securities counsel to eXoZymes Inc., a Nevada corporation (the “Company”), in connection with the public offering
by the Company of 71,110 shares (the “Shares”) of the Company’s Common Stock (the “Common Stock”), and
35,555 common stock purchase warrants (the “Warrants”), each Warrant to purchase one share of Common Stock. The Shares and
the Warrants together are hereinafter referred to as the “Securities.” The Securities have been registered pursuant to a
Registration Statement on Form S-3 (Registration Statement Number 333-292781) (the “Registration Statement”) under the Securities
Act of 1933, as amended (the “Securities Act”), which Registration Statement includes a base prospectus (the “Base
Prospectus”) and the prospectus supplement dated June 30, 2026 (the “Prospectus Supplement”).
The
Securities are to be sold and issued pursuant to a Placement Agent Agreement, dated as of June 30, 2026 (the “Placement Agreement”),
with Public Ventures, LLC as the exclusive placement agent and individual securities purchase agreements with each investor (the “Securities
Purchase Agreement”). The Warrants are being issued pursuant to a Warrant Agency Agreement, dated as of June 5, 2026, as modified
on June 30, 2026, with VStock Transfer, LLC, as warrant agent. This opinion is being furnished in connection with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents
of the Registration Statement, the Base Prospectus or the Prospectus Supplement, other than as expressly stated herein with respect to
the issuance of the Securities.
We
have examined and reviewed only such documents, records and matters of law as we have deemed necessary or appropriate for the purpose
of rendering the opinion set forth herein. We have assumed without verification the genuineness of all signatures, the legal capacity
of natural persons, the authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted
to us as certified or reproduced copies.
On
the basis of the foregoing and in reliance thereon, and subject to the qualifications herein stated, we are of the opinion that (i) the
Shares to be sold in the offering have been duly authorized for issuance, and when issued against payment therefor pursuant to the terms
of the Placement Agreement and Securities Purchase Agreement will be validly issued, fully paid and non-assessable, (ii) the Warrants
have been duly authorized and, when issued, delivered and paid for in accordance with the terms of the Placement Agreement, the Securities
Purchase Agreement, and the Warrant Agent Agreement, as applicable, will be valid and binding obligations of the Company, and (iii) the
shares of Common Stock underlying the Warrants have been duly authorized and, when and if issued upon exercise of the Warrants in accordance
with the terms of the Warrants, will be validly issued, fully paid and nonassessable.
We
express no opinion as to the applicability or effect of any laws, orders or judgments of any state or other jurisdiction other than the
New York Business Corporation Law and the Nevada Revised Statutes. Further, this opinion is based solely upon existing laws, rules and
regulations, and we undertake no obligation to advise you of any changes that may be brought to our attention after the date hereof.
This opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to
any other matters relating to the Company or the Securities.
We
express no opinion with respect to the enforceability of any agreement or instrument or any provision thereof (i) to the extent such
enforceability may be subject to, or affected by, applicable bankruptcy, insolvency, moratorium or similar state or federal laws affecting
the rights and remedies of creditors generally (including, without limitation, fraudulent conveyance laws) or general principles of equity
(regardless of whether enforceability is considered in a proceeding at law or in equity), (ii) providing for specific performance, injunctive
relief or other equitable remedies (regardless of whether such enforceability is sought in a proceeding in equity or at law), (iii) providing
for indemnification or contribution, which provisions may be limited by federal and state securities laws or policies underlying such
laws, (iv) requiring any waiver of stay or extension laws, diligent performance or other acts which may be unenforceable under principles
of public policy or (v) providing for a choice of law, jurisdiction or venue. We have assumed that such agreements, instruments or provisions
are enforceable.
We
hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of our name under the
caption “Legal Matters” in the Prospectus Supplement, and to the filing of this opinion as an exhibit to the Company’s
Current Report on Form 8-K, filed on July _____________, 2026.
In
giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities
Act.
This
opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely
upon it pursuant to the applicable provisions of the Securities Act.
Very
truly yours,
/S/
Spencer Fane LLP
EX-10.1
EX-10.1
Filename: ex10-1.htm · Sequence: 3
Exhibit
10.1
PLACEMENT
AGENT AGREEMENT
Public
Ventures LLC
14135
Midway Road, Suite G-150
Addison,
Texas 75001
Attention:
Anthony DiGiandomenico,
Head
of New Venture Discovery
June
30, 2026
Ladies
and Gentlemen:
This
letter (this “Agreement”) constitutes the agreement between eXoZymes Inc., a Nevada corporation (the “Company”)
and Public Ventures LLC, doing business as MDB Capital (the “Placement Agent”) pursuant to which the Placement Agent shall
serve as the placement agent for the Company, on a reasonable “best efforts” basis, in connection with the proposed offer
and placement (the “Offering”) by the Company of its Securities (as defined Section 3 of this Agreement). The Company expressly
acknowledges and agrees that the obligations of the Placement Agent hereunder are on a reasonable “best efforts” basis only
and that the execution of this Agreement does not constitute a commitment by the Placement Agent to purchase the Securities and does
not ensure the successful placement of the Securities or any portion thereof or the success of the Placement Agent placing the Securities.
1.
Appointment of Placement Agent as Exclusive Placement Agent.
On
the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms
and conditions of this Agreement, the Company hereby appoints the Placement Agent as its exclusive placement agent in connection with
a distribution of its Securities to be offered and sold by the Company pursuant to a registration statement filed under the Securities
Act of 1933, as amended (the “Securities Act”) on Form S-3 (File No. 333-292781), and the Placement Agent agrees to act as
the Company’s exclusive Placement Agent. Pursuant to this appointment, the Placement Agent will solicit offers for the purchase
of or attempt to place all or part of the Securities of the Company in the proposed Offering. The Company acknowledges that the Placement
Agent will act as an agent of the Company and use its reasonable “best efforts” to solicit offers to purchase the Securities
from the Company on the terms, and subject to the conditions, set forth in the Prospectus (as defined below). The Placement Agent shall
use commercially reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Securities
has been solicited by the Placement Agent, but the Placement Agent shall not, except as otherwise provided in this Agreement, be obligated
to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated
for any reason. Under no circumstances will the Placement Agent be obligated to underwrite or purchase any Securities for its own account
and, in soliciting purchases of the Securities, the Placement Agent shall act solely as an agent of the Company. The Services provided
pursuant to this Agreement shall be on an “agency” basis and not on a “principal” basis.
The
Placement Agent will solicit offers for the purchase of the Securities in the Offering at such times and in such amounts as the Placement
Agent deems advisable. The Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in
whole or in part. The Company and Placement Agent shall negotiate the timing and terms of the Offering and acknowledge that the Offering
and the provision of Placement Agent services related to the Offering are subject to market conditions and the receipt of all required
related clearances and approvals.
2.
Fees; Expenses; Other Arrangements.
A.
Placement Agent’s Fee. As compensation for services rendered, the Company shall pay to the Placement Agent an amount (the “Placement
Fee”) equal to seven percent (7.0%) of the aggregate gross proceeds received from the sale of the Securities, at the closing (the
“Closing” and the date on which the Closing occurs, the “Closing Date”); and the Company shall issue to the Placement
Agent or its designees at the Closing five-year warrants to purchase such number of Shares (as defined in Section 3) equal to 10.0% of
(i) the Shares and of (ii) shares of Common Stock underlying the Warrants (defined below) sold in this Offering, each having an exercise
price of $11.24 per share (the “Placement Agent Warrant” and together with the shares of Common Stock underlying the Placement
Agent Warrant, the “Placement Agent Securities”). The Placement Agent shall deduct from the gross proceeds of the Offering
payable to the Company on the Closing Date the Placement Fee set forth herein to be paid by the Company to the Placement Agent. For the
avoidance of doubt, the Placement Agent hereby agrees that the holder of the Placement Agent Warrants will not: (a) sell, transfer, assign,
pledge or hypothecate the Placement Agent Warrants or the securities issuable thereunder for a period of one hundred eighty (180) days
beginning on the date of the commencement of sales in the Offering to anyone other than the Placement Agents, or an officer, partner,
registered person or affiliate of the Placement Agents, in each case in accordance with FINRA Rule 5110(e)(1), or (b) cause the Placement
Agent Warrants or the securities issuable thereunder to be the subject of any hedging, short sale, derivative, put or call transaction
that would result in the effective economic disposition of the Placement Agent Warrants or the securities thereunder for a period of
one hundred eighty (180) days beginning on the date of the commencement of sales in the Offering, except as provided for in FINRA Rule
5110(e)(2).
B.
Offering Expenses. The Company will be responsible for and will pay all expenses relating to the Offering, including, without limitation,
(a) all filing fees and expenses relating to the registration of the Securities with the Commission; (b) all FINRA Public Offering filing
fees; (c) all fees and expenses relating to the listing of the Shares on the NASDAQ Stock Market; (d) the costs of all mailing and printing
of the Offering documents; (e) transfer and/or stamp taxes, if any, payable upon the transfer of Securities from the Company to Investors;
(f) the fees and expenses of the Company’s accountants; (g) travel expenses, diligence and other related Offering expenses of Placement
Agent, inclusive of legal fees of the Placement Agent’s counsel, not to exceed15,000. The Placement Agent may deduct from the proceeds
of the Offering payable to the Company on the Closing Date the expenses set forth herein to be paid by the Company to the Placement Agent,
provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Placement Agent to the extent
required by Section 5 hereof.
3.
Description of the Offering.
The
Securities to be offered directly to various investors (each, an “Investor” or “Purchaser” and, collectively,
the “Investors” or the “Purchasers”) pursuant to the Securities Purchase Agreement dated on or about the date
hereof between the Company and the Investors (the “Securities Purchase Agreement”) shall consist of shares (the “Shares”)
of the Company’s common stock (“Common Stock”) and warrants (the “Warrants”), each Warrant to purchase
one share of Common Stock (together the Shares and Warrants are referred to as the “Securities”). For clarity, the term “Securities”
does not include the shares of Common Stock underlying the Warrants. The Shares and Warrants are being sold as units, each unit of which
shall consist of two Shares and one Warrant, immediately separable. The purchase price of a unit shall be $18.00 per (the “Unit
Purchase Price”). The purchase price of one Share will be the equivalent of $8.99 (the “Share Purchase Price”) and
of the Warrant $0.02 (the “Warrant Purchase Price”). If the Company defaults in its obligations to deliver Securities to
a Purchaser whose offer it has accepted and who has tendered payment, the Company shall indemnify and hold the Placement Agent harmless
against any loss, claim, damage or expense arising from or as a result of such default by the Company under this Agreement.
4.
Delivery and Payment; Closing.
Settlement
of the Securities purchased by an Investor shall be made as set forth in the Securities Purchase Agreement. On the Closing Date, the
Securities to which the Closing relates shall be delivered through such means as the parties to the Securities Purchase Agreement may
hereafter agree. The Securities shall be registered in such name or names and in such authorized denominations as set forth in the Securities
Purchase Agreement. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on
which banking institutions are authorized or obligated by law to close in New York City, New York.
5.
Term and Termination of Agreement.
The
term of this Agreement will commence upon the execution of this Agreement and will terminate at the earlier of the Closing of the Offering
or 11:59 p.m. (New York Time) on the fifth Business Day after the date hereof. Notwithstanding anything to the contrary contained herein,
any provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s
representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or
termination of this Agreement. If any condition specified in Section 8 is not satisfied when and as required to be satisfied, this Agreement
may be terminated by the Placement Agent by notice to the Company at any time on or prior to a Closing Date, which termination shall
be without liability on the part of any party to any other party, except that those portions of this Agreement specified in Section 19
shall at all times be effective and shall survive such termination.
6.
Permitted Acts.
Nothing
in this Agreement shall be construed to limit the ability of the Placement Agent, its officers, directors, employees, agents, associated
persons and any individual or entity “controlling,” controlled by, or “under common control” with the Placement
Agent (as those terms are defined in Rule 405 under the Securities Act) to conduct its business including without limitation the ability
to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with
any individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,
joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
7.
Representations, Warranties and Covenants of the Company.
As
of the date and time of the execution of this Agreement, the Closing Date and the Initial Sale Time (as defined herein), the Company
(i) makes such representations and warranties to the Placement Agent as the Company makes to the Investors pursuant to the Securities
Purchase Agreement, and (ii) further represents, warrants and covenants to the Placement Agent, other than as disclosed in any of its
filings with the Securities and Exchange Commission (the “Commission”), that:
A.
Registration Matters.
i.
The Company has filed with the Commission a registration statement on Form S-3 (File No. 333-292781) including a related prospectus,
for the registration of certain securities (the “Shelf Securities”), including the Shares and Warrants (but not the shares
of common stock underlying the Warrants), under the Securities Act and the rules and regulations thereunder (the “Securities Act
Regulations”). The registration statement has been declared effective under the Securities Act by the Commission. The “Registration
Statement,” as of any time, means such registration statement as amended by any post-effective amendments thereto to such time,
including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein
at such time pursuant to Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant
to Rule 430A (“Rule 430A”) or Rule 430B under the Securities Act Regulations (“Rule 430B”); provided, however,
that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective
amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective
date” of such registration statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including
the exhibits and schedules thereto as of such time, the documents incorporated or deemed incorporated by reference therein at such time
pursuant to Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule
430A or Rule 430B. Any registration statement filed pursuant to Rule 462(b) of the Securities Act Regulations is hereinafter called the
“Rule 462(b) Registration Statement,” and after such filing the term “Registration Statement” shall include the
Rule 462(b) Registration Statement. The prospectus covering the Shelf Securities in the form first used to confirm sales of the Securities
(or in the form first made available to the Placement Agent by the Company to meet requests of purchasers pursuant to Rule 173 under
the Securities Act) is hereinafter referred to as the “Base Prospectus.” The Base Prospectus, as supplemented by the prospectus
supplement specifically related to the Securities in the form first used to confirm sales of the Securities (or in the form first made
available to the Placement Agent by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act), is hereinafter
referred to, collectively, as the “Prospectus,” and the term “Preliminary Prospectus” means any preliminary form
of the Prospectus, including any preliminary prospectus supplement specifically related to the Securities filed with the Commission by
the Company with the consent of the Placement Agent.
ii.
All references in this Agreement to financial statements and schedules and other information which is “contained,” “included”
or “stated” (or other references of like import) in the Registration Statement, any Preliminary Prospectus or the Prospectus
shall be deemed to include all such financial statements and schedules and other information incorporated or deemed incorporated by reference
in the Registration Statement, such Preliminary Prospectus or the Prospectus, as the case may be, prior to the execution and delivery
of this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement, any Preliminary Prospectus
or the Prospectus shall be deemed to include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and the rules and regulations thereunder (the “Exchange Act Regulations”), incorporated or deemed to be incorporated
by reference in the Registration Statement, such Preliminary Prospectus or the Prospectus, as the case may be, at or after the execution
and delivery of this Agreement.
iii.
The term “Disclosure Package” means (i) the Preliminary Prospectus, if any, as most recently amended or supplemented immediately
prior to the Initial Sale Time (as defined herein), and (ii) the Issuer Free Writing Prospectuses (as defined below), if any, identified
in Schedule I hereto.
iv.
The term “Issuer Free Writing Prospectus” means any issuer free writing prospectus, as defined in Rule 433 of the Securities
Act Regulations. The term “Free Writing Prospectus” means any free writing prospectus, as defined in Rule 405 of the Securities
Act Regulations.
v.
Any Preliminary Prospectus when filed with the Commission, and the Registration Statement as of each effective date and as of the date
hereof, complied or will comply, and the Prospectus and any further amendments or supplements to the Registration Statement, any Preliminary
Prospectus or the Prospectus will, when they become effective or are filed with the Commission, as the case may be, comply, in all material
respects, with the requirements of the Securities Act and the Securities Act Regulations; and the documents incorporated by reference
in the Registration Statement, any Preliminary Prospectus or the Prospectus complied, and any further documents so incorporated will
comply, when filed with the Commission, in all material respects to the requirements of the Exchange Act and Exchange Act Regulations.
vi.
The issuance by the Company of the Securities has been registered under the Securities Act. The Securities will be issued pursuant to
the Registration Statement and each of the Securities will be freely transferable and freely tradable by each of the Investors without
restriction, unless otherwise restricted by applicable law or regulation. The conditions for use of Form S-3, set forth in the General
Instructions thereto, including, but not limited to, General Instruction I.B.6 and other conditions related to the offer and sale of
the Securities, have been satisfied and the Company meets the transaction requirements with respect to the aggregate market value of
the Securities being sold pursuant to this offering and during the twelve (12) months prior to this offering.
B.
Stock Exchange Listing. The Common Stock is approved for listing on the NASDAQ Capital Market (the “Exchange”) and the Company
has taken no action designed to, or likely to have the effect of, delisting the shares of Common Stock from the Exchange, nor has the
Company received any notification that the Exchange is contemplating terminating such listing.
C.
No Stop Orders, etc. Neither the Commission nor, to the Company’s knowledge, any state regulatory authority has issued any order
preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus or has instituted or, to
the Company’s knowledge, threatened to institute, any proceedings with respect to such an order. The Company has complied with
each request (if any) from the Commission for additional information.
D.
Disclosures in Registration Statement.
i.
Compliance with Securities Act and 10b-5 Representation.
(a)
Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material
respects with the requirements of the Securities Act and the Securities Act Regulations. The Preliminary Prospectus and the Prospectus,
at the time each was or will be filed with the Commission, complied or will comply in all material respects with the requirements of
the Securities Act and the Securities Act Regulations. The Preliminary Prospectus delivered to the Placement Agent for use in connection
with this Offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission
pursuant to EDGAR, except to the extent permitted by Regulation S-T.
(b)
None of the Registration Statement, any amendment thereto, or the Preliminary Prospectus, as of 8:00 a.m. (Eastern time) on the date
hereof (the “Initial Sale Time”), and at the Closing Date, contained, contains or will contain an untrue statement of a material
fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein
not misleading; provided, however, that this representation and warranty shall not apply to statements made or statements omitted in
reliance upon and in conformity with written information furnished to the Company with respect to the Placement Agent by the Placement
Agent expressly for use in the Registration Statement or any amendment thereof or supplement thereto. The parties acknowledge and agree
that such information provided by or on behalf of any Placement Agent consists solely of the following disclosure contained in the following
paragraphs in the “Plan of Distribution” section of the Prospectus: (i) the name of the Placement Agent, (the “Placement
Agent’s Information”).
(c)
The Disclosure Package, as of the Initial Sale Time and at the Closing Date, did not, does not and will not include an untrue statement
of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading; and each Issuer Free Writing Prospectus does not conflict with the information contained
in the Registration Statement, any Preliminary Prospectus, or the Prospectus, and each such Issuer Free Writing Prospectus, as supplemented
by and taken together with the Preliminary Prospectus as of the Initial Sale Time, did not include an untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they
were made, not misleading; provided, however, that this representation and warranty shall not apply to statements made or statements
omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Placement Agent by the
Placement Agent expressly for use in the Registration Statement, the Preliminary Prospectus or the Prospectus or any amendment thereof
or supplement thereto. The parties acknowledge and agree that such information provided by or on behalf of any Placement Agent consists
solely of the Placement Agent’s Information; and
(d)
Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant
to Rule 424(b), or at the Closing Date, included, includes or will include an untrue statement of a material fact or omitted, omits or
will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided, however, that this representation and warranty shall not apply to the Placement Agent’s Information.
ii.
Disclosure of Agreements. The agreements and documents incorporated by reference in the Registration Statement, the Disclosure Package
and the Prospectus conform in all material respects to the descriptions thereof contained or incorporated by reference therein and there
are no agreements or other documents required by the Securities Act and the Securities Act Regulations to be described in the Registration
Statement, the Disclosure Package and the Prospectus or to be filed with the Commission as exhibits to the Registration Statement, or
to be incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus, that have not been so described
or filed or incorporated by reference. Each agreement or other instrument (however characterized or described) to which the Company is
a party or by which it is or may be bound or affected and (i) that is referred to or incorporated by reference in the Registration Statement,
the Disclosure Package and the Prospectus, and (ii) is material to the Company’s business, has been duly authorized and validly
executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s
knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency,
reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution
provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive
and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding
therefor may be brought. None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the
Company’s knowledge, any other party is in default thereunder and, to the Company’s knowledge, no event has occurred that,
with the lapse of time or the giving of notice, or both, would constitute a default thereunder, except as disclosed in the Registration
Statement, the Disclosure Package and the Prospectus. To the Company’s knowledge, performance by the Company of the material provisions
of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or
decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses
(each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations. Except
as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, the Company has no subsidiaries and has no other
interest, nominal or beneficial, direct or indirect, in any other corporation, joint venture or other business entity.
iii.
Changes After Dates in Registration Statement.
(a)
No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Disclosure
Package and the Prospectus, except as otherwise specifically stated therein: (i) there has been no material adverse change in the financial
position or results of operations of the Company, nor any change or development that, singularly or in the aggregate, would involve a
material adverse change, in or affecting the condition (financial or otherwise), results of operations, business, assets or prospects
of the Company (a “Material Adverse Change”); (ii) there have been no material transactions entered into by the Company,
other than as contemplated pursuant to this Agreement; and (iii) no officer or director of the Company has resigned from any position
with the Company.
(b)
Recent Securities Transactions, etc. Subsequent to the respective dates as of which information is given in the Registration Statement,
the Disclosure Package and the Prospectus, and except as may otherwise be indicated or contemplated herein or disclosed in the Registration
Statement, the Disclosure Package and the Prospectus, the Company has not: (i) issued any securities (other than (i) grants under any
stock compensation plan and (ii) shares of common stock issued upon exercise or conversion of option, warrants or convertible securities
described in the Registration Statement, the Disclosure Package and the Prospectus) or incurred any liability or obligation, direct or
contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or in respect to its capital
stock.
(c)
Disclosure in Commission Filings. Since November 8, 2024, (i) none of the Company’s filings with the Commission contained any untrue
statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading and (ii) the Company has made all filings with the Commission required under
the Exchange Act and the rules and regulations of the Commission promulgated thereunder (the “Exchange Act Regulations”).
(d)
Financial Statements, etc. The financial statements, including the notes thereto and supporting schedules included or incorporated by
reference in the Registration Statement, the Disclosure Package and the Prospectus, fairly present the financial position and the results
of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in
conformity with U.S. generally accepted accounting principles (“GAAP”), consistently applied throughout the periods
involved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be
material in the aggregate and do not contain all footnotes required by GAAP); and the supporting schedules included or incorporated by
reference in the Registration Statement, the Disclosure Package or the Prospectus present fairly the information required to be stated
therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules
are required to be included or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus under
the Securities Act or the Securities Act Regulations. Pro forma financial information and the related notes, if any, included or incorporated
by reference in the Registration Statement, the Disclosure Package and the Prospectus have been properly compiled and prepared in accordance
with the applicable requirements of the Securities Act, the Securities Act Regulations, the Exchange Act and the Exchange Act Regulations
and present fairly the information shown therein, and the assumptions used in the preparation thereof are reasonable and the adjustments
used therein are appropriate to give effect to the transactions and circumstances referred to therein. All disclosures contained in the
Registration Statement, the Disclosure Package or the Prospectus, or incorporated or deemed incorporated by reference therein, regarding
“non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission), if any, comply with
Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. Each of the Registration
Statement, the Disclosure Package and the Prospectus discloses all material off-balance sheet transactions, arrangements, obligations
(including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have
a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations,
liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration
Statement, the Disclosure Package and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries, including
each entity disclosed or described in the Registration Statement, the Disclosure Package and the Prospectus as being a subsidiary of
the Company (each, a “Subsidiary” and, collectively, the “Subsidiaries”), has incurred any material
liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business,
(b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock, (c) there
has not been any change in the capital stock of the Company or any of its Subsidiaries, or, other than in the course of business or any
grants under any stock compensation plan, and (d) there has not been any Material Adverse Change in the Company’s long-term or
short-term debt.
(e)
Authorized Capital; Options, etc. The Company had, at the date or dates indicated in the Registration Statement, the Disclosure Package
and the Prospectus, the duly authorized, issued and outstanding capitalization as set forth therein. Based on the assumptions stated
in the Registration Statement, the Disclosure Package and the Prospectus, the Company will have on the Closing Date the adjusted stock
capitalization set forth therein. Except as set forth in, or contemplated by, the Registration Statement, the Disclosure Package and
the Prospectus, on the date hereof, as of the Closing Date and on the Date, there was, or will be, no stock options, warrants, or other
rights to purchase or otherwise acquire any authorized, but unissued shares of Common Stock of the Company or any security convertible
or exercisable into shares of Common Stock of the Company, or any contracts or commitments to issue or sell shares of Common Stock or
any such options, warrants, rights or convertible securities.
(f)
Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement
have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission,
rights of first refusal, rights of participation or similar rights with respect thereto or put rights, and are not subject to personal
liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights, rights of first
refusal or rights of participation or similar rights of any holders of any security of the Company or similar contractual rights granted
by the Company. The authorized shares of Common Stock conform in all material respects to all statements relating thereto contained in
the Registration Statement, the Disclosure Package and the Prospectus. The offers and sales of the outstanding shares of Common Stock
were at all relevant times either registered under the Securities Act and the applicable state securities or “blue sky” laws
or, based in part on the representations and warranties of the purchasers of such Shares, exempt from such registration requirements.
(g)
Securities Sold Pursuant to this Agreement. The Securities, and Placement Agent’s Securities have been duly authorized for issuance
and sale and, when issued and paid for pursuant to the terms of this Agreement, will be validly issued, fully paid and non-assessable;
the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities, and the Placement
Agent’s Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar
contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of
the Securities and the Placement Agent’s Securities has been duly and validly taken. The Securities and the Placement Agent’s
Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Disclosure
Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Placement Agent’s
Warrant has been duly and validly taken; the Warrant Shares and the Placement Agent’s Warrant Shares have been duly authorized
and reserved for issuance by all necessary corporate action on the part of the Company and when paid for and issued in accordance with
the Placement Agent’s Warrant, the Warrant Shares and the Placement Agent’s Warrant Shares will be validly issued, fully
paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders;
and such Warrant Shares and Placement Agent’s Warrant Shares are not and will not be subject to the preemptive rights of any holders
of any security of the Company or similar contractual rights granted by the Company.
(h)
Validity and Binding Effect of Agreements. This Agreement and the Placement Agent’s Warrant have been duly and validly authorized
by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against
the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization
or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision
may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other
forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor
may be brought.
(i)
No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement, the Placement Agent’s Warrants,
and all ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by
the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both:
(i) result in a material breach of, or conflict with any of the terms and provisions of, or constitute a material default under, or result
in the creation, modification, termination or imposition of any lien, charge, mortgage, pledge, security interest, claim, equity, trust
or other encumbrance, preferential arrangement or restriction of any kind whatsoever upon any portion of any property or assets of the
Company pursuant to the terms of any indenture, mortgage, deed of trust, note, lease, loan agreement or any other agreement or instrument,
license or permit to which the Company is a party or as to which any property of the Company is a party or any of its assets are bound,
except as set forth in the Registration Statement, Disclosure Package and Prospectus; (ii) result in any violation of the provisions
of the Company’s Amended and Restated Certificate of Incorporation, as amended (as the same may be amended or restated from time
to time, the “Charter”) or the by-laws of the Company (as the same may be amended or restated from time to time);
or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof,
except, in the cases of clauses (i) and (iii), for any such breach, conflict, violation, default, lien, charge or encumbrance that would
not result in, individually or in the aggregate, a Material Adverse Change.
(j)
No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement, the Placement Agent’s Warrants,
and all ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by
the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both:
(i) result in a material breach of, or conflict with any of the terms and provisions of, or constitute a material default under, or result
in the creation, modification, termination or imposition of any lien, charge, mortgage, pledge, security interest, claim, equity, trust
or other encumbrance, preferential arrangement or restriction of any kind whatsoever upon any portion of any property or assets of the
Company pursuant to the terms of any indenture, mortgage, deed of trust, note, lease, loan agreement or any other agreement or instrument,
license or permit to which the Company is a party or as to which any property of the Company is a party or any of its assets are bound,
except as set forth in the Registration Statement, Disclosure Package and Prospectus; (ii) result in any violation of the provisions
of the Company’s Amended and Restated Certificate of Incorporation, as amended (as the same may be amended or restated from time
to time, the “Charter”) or the by-laws of the Company (as the same may be amended or restated from time to time);
or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof,
except, in the cases of clauses (i) and (iii), for any such breach, conflict, violation, default, lien, charge or encumbrance that would
not result in, individually or in the aggregate, a Material Adverse Change.
(k)
Conduct of Business. Except as described in the Registration Statement, the Disclosure Package and the Prospectus, the Company has
all requisite corporate power and authority, and has all necessary consents, authorizations, approvals, registrations, orders, licenses,
certificates, qualifications, registrations and permits of and from all governmental regulatory officials and bodies that it needs as
of the date hereof to conduct its business purpose as described in the Registration Statement, the Disclosure Package and the Prospectus,
except where such failure to have such consents, authorizations, approvals, registrations, orders, license, certificates, qualifications,
registrations and permit would not reasonably be expected to result in a Material Adverse Change.
(l)
The Company has all corporate power and authority to enter into this Agreement and the Placement Agent’s Warrants and to carry
out the provisions and conditions hereof, and all consents, authorizations, approvals, registrations, orders licenses, certificates,
qualifications, registrations and permits required in connection therewith have been obtained. No consent, authorization or order of,
and no filing with, any court, government agency or other body is required for the valid issuance, sale and delivery of the Securities,
the Placement Agent’s Securities and the consummation of the transactions and agreements contemplated by this Agreement and the
Placement Agent’s Warrants and as contemplated by the Registration Statement, the Disclosure Package and the Prospectus, except
with respect to applicable federal and state securities laws and the rules and regulations of the Exchange and Financial Industry Regulatory
Authority, Inc. (“FINRA”).
(m)
Litigation; Governmental Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental
proceeding pending or, to the Company’s knowledge, threatened against, or involving the Company, or, to the Company’s knowledge,
any executive officer or director which has not been disclosed in the Registration Statement, the Disclosure Package and the Prospectus
or in connection with the Company’s listing application for the listing of the Securities on the Exchange and which is required
to be disclosed.
(n)
Good Standing. The Company has been duly incorporated and is validly existing as a corporation and is in good standing under the laws
of the State of Nevada as of the date hereof, and is duly qualified to do business and is in good standing in California and in each
other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the
failure to be so qualified or in good standing, singularly or in the aggregate, would not have or reasonably be expected to result in
a Material Adverse Change.
(o)
Insurance. The Company carries or is entitled to the benefits of insurance, with reputable insurers, in such amounts and covering such
risks which the Company believes are adequate, including, but not limited to, directors and officers insurance coverage at least equal
to $5,000,000 and all such insurance is in full force and effect. The Company has no reason to believe that it will not be able (i) to
renew its existing insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions
as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not result in a Material Adverse
Change.
E.
Transactions Affecting Disclosure to FINRA.
i.
Finder’s Fees. There are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s,
consulting or origination fee by the Company or any executive officer or director of the Company (each an, “Insider”) with
respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or, to the Company’s
knowledge, any of its stockholders.
ii.
Payments Within Twelve (12) Months. Other than pursuant to the underwriting agreement dated June 5, 2026 between the Placement Agent
and the Company, the Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a
finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the
Company persons who raised or provided capital to the Company; (ii) any FINRA member; or (iii) any person or entity that has any direct
or indirect affiliation or association with any FINRA member, within the twelve (12) months prior to the date hereof, other than (A)
the payment to the Placement Agent as provided hereunder in connection with the Offering, and (B) other payments to the Placement Agent
under other engagement letters.
iii.
Use of Proceeds. None of the net proceeds of the Offering will be paid by the Company to any participating FINRA member or its affiliates,
except as specifically authorized herein.
iv.
FINRA Affiliation. Other than the Placement Agent, its parent holding company, Christopher Marlett, Anthony DiGiandomenico and Edgardo
Rayo, each member of the board of directors of the Company and affiliates of the Placement Agent, no officer, director or beneficial
owner of 5% or more of any class of the securities of the Company is an affiliate or associated person of a FINRA member participating
in the Offering (as determined in accordance with the rules and regulations of FINRA).
F.
Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of
the Exchange Act) contained in either the Registration Statement, Disclosure Package or Prospectus has been made or reaffirmed without
a reasonable basis or has been disclosed other than in good faith.
G.
No Labor Disputes. No labor dispute with the employees of the Company or any of its Subsidiaries exists or, to the knowledge of the Company,
is imminent.
H.
Intellectual Property Rights. Except as disclosed in the Registration Statement, Disclosure Package and the Prospectus, the Company and
each of its Subsidiaries owns or possesses or has valid rights to use all patents, patent applications, trademarks, service marks, trade
names, trademark registrations, service mark registrations, copyrights, licenses, inventions, trade secrets and similar rights (“Intellectual
Property Rights”) necessary for the conduct of the business of the Company and its Subsidiaries as currently carried on and
as described in the Registration Statement, the Disclosure Package and the Prospectus. To the knowledge of the Company, no action or
use by the Company or any of its Subsidiaries necessary for the conduct of its business as currently carried on and as described in the
Registration Statement, the Disclosure Package and the Prospectus will involve or give rise to any infringement of, or license or similar
fees for, any Intellectual Property Rights of others. Neither the Company nor any of its Subsidiaries has received any notice alleging
any such infringement of, license or similar fees for, or conflict with any asserted Intellectual Property Rights of others. Except as
would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change (A) to the knowledge of the
Company, there is no infringement, misappropriation or violation by third parties of any of the Intellectual Property Rights owned by
the Company; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging
the rights of the Company in or to any such Intellectual Property Rights, and the Company is unaware of any facts which would form a
reasonable basis for any such claim, that would, individually or in the aggregate, together with any other claims in this Section 7.H,
reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property Rights owned by the Company and, to the
knowledge of the Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction
invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit,
proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware
of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other
claims in this Section 7.H., reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s
knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates any
Intellectual Property Rights or other proprietary rights of others, the Company has not received any written notice of such claim and
the Company is unaware of any other facts which would form a reasonable basis for any such claim that would, individually or in the aggregate,
together with any other claims in this Section 7.H, reasonably be expected to result in a Material Adverse Change; and (E) to the Company’s
knowledge, no employee of the Company is in or has ever been in violation in any material respect of any term of any employment contract,
patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement
or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment
with the Company, or actions undertaken by the employee while employed with the Company and could reasonably be expected to result, individually
or in the aggregate, in a Material Adverse Change. To the Company’s knowledge, all material technical information developed by
and belonging to the Company which has not been patented or disclosed in a patent application has been kept confidential. The Company
is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person
or entity that are required to be set forth in the Registration Statement, the Disclosure Package and the Prospectus and are not described
therein. The Registration Statement, the Disclosure Package and the Prospectus contain in all material respects the same description
of the matters set forth in the preceding sentence. None of the technology or processes employed by the Company has been obtained or
is being used by the Company in violation of any contractual obligation binding on the Company or any of its Subsidiaries or, to the
Company’s knowledge, any of its officers, directors or employees, or otherwise in violation of the rights of any persons.
To
the Company’s knowledge, all licenses for the use of the Intellectual Property Rights described in the Registration Statement,
the Disclosure Package and the Prospectus are in full force and effect in all material respects and are enforceable by the Company and,
to the Company’s knowledge, the other parties thereto, in accordance with their terms, except (x) as such enforceability may be
limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability
of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy
of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion
of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the Company,
and the Company, has no knowledge, that any other party is in default thereunder and no event has occurred that, with the lapse of time
or the giving of notice, or both, would constitute a default thereunder.
I.
Ineligible Issuer. At the time of filing the Registration Statement and any post-effective amendment thereto, at the time of effectiveness
of the Registration Statement and any amendment thereto, at the earliest time thereafter that the Company or another offering participant
made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act Regulations) of the Securities and at the date hereof,
the Company was not and is not an “ineligible issuer,” as defined in Rule 405, without taking account of any determination
by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an ineligible issuer.
J.
No Stabilization. Neither the Company nor, to its knowledge, any of its employees, directors or stockholders (without the consent of
the Placement Agent) has taken or shall take, directly or indirectly, any action designed to or that has constituted or that might reasonably
be expected to cause or result in, under Regulation M of the Exchange Act, or otherwise, stabilization or manipulation of the price of
any security of the Company to facilitate the sale or resale of the Securities.
K.
Integration. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf has, directly or indirectly,
made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause the Offering
to be integrated with prior offerings by the Company for purposes of the Securities Act that would require the registration of any such
securities under the Securities Act.
L.
Restriction on Sales of Capital Stock. The Company, on behalf of itself and any successor entity, agrees that it will not, for a period
of twelve months commencing from June 8, 2026 and ending on June 7, 2027 (the “Lock-Up Period”), without the prior written
consent of the Placement Agent (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly,
any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock
of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares
of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the
Company, other than pursuant to a registration statement on Form S-8 for employee benefit plans; whether any such transaction described
in clause (i) or (ii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash
or otherwise; or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii). The restrictions contained
in this section shall not apply to (i) the issuance by the Company of Common Stock upon the exercise of stock options, warrants or the
conversion of a security, in each case, that is outstanding on the date hereof, or (ii) the grant by the Company of stock options or
other stock-based awards, or the issuance of shares of capital stock of the Company under any stock compensation plan of the Company
in effect on the date hereof.
M.
Lock-Up Agreements. All officers, directors and certain shareholders of the Company previously executed Lock-Up Agreements, pursuant
to which they agreed to restrict sale or transfer of securities such persons hold or control until December 2, 2026.
8.
Conditions of the Obligations of the Placement Agent.
The
obligations of the Placement Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the
Company set forth in Section 7 hereof, in each case as of the date hereof and as of the Closing Date as though then made, to the timely
performance by each of the Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following
additional conditions:
A.
Regulatory Matters.
i.
Effectiveness of Registration Statement; Rule 424 Information. The Registration Statement is effective on the date of this Agreement,
and, on the Closing Date no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto
has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has
been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated
by the Commission. The Company has complied with each request (if any) from the Commission for additional information. All filings with
the Commission required by Rule 424 under the Securities Act to have been filed by the Closing Date, shall have been made within the
applicable time period prescribed for such filing by Rule 424.
ii.
FINRA Clearance. On or before the Closing Date of this Agreement, the Placement Agent shall have received clearance from FINRA as to
the amount of compensation allowable or payable to the Placement Agent as described in the Registration Statement.
iii.
Listing of Additional Shares. On or before the Closing Date of this Agreement, the Company shall have received clearance from The Nasdaq
Stock Market, Inc. with respect to the Company’s application for the additional listing of the securities sold in the Offering.
B.
Company Counsel Matters. On the Closing Date, the Placement Agent shall have received the favorable opinion or reliance letter based
on the prior opinion dated June 9, 2026, of Spencer Fane LLP, outside counsel for the Company, dated the Closing Date and addressed to
the Placement Agent, substantially in form and substance reasonably satisfactory to the Placement Agent.
C.
No Material Changes. Prior to and on the Closing Date: (i) there shall have been no Material Adverse Change or development involving
a prospective Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company
from the latest dates as of which such condition is set forth in the Registration Statement, the Disclosure Package and the Prospectus;
(ii) no action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any affiliates
of the Company before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision,
ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company,
except as set forth in the Registration Statement, the Disclosure Package and the Prospectus; (iii) no stop order shall have been issued
under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration
Statement, the Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements
which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in
all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement,
the Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading.
D.
Delivery of Agreements.
(i)
Placement Agent Warrant. On the Closing Date, the Company shall have delivered to the Placement Agent an executed copy of the Placement
Agent Warrant in such designations as requested by the Placement Agent.
(ii)
Additional Documents. At the Closing Date, Placement Agent Counsel shall have been furnished with such documents and opinions as they
may require in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions,
herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Securities as herein contemplated
shall be satisfactory in form and substance to the Placement Agent and Placement Agent Counsel.
9.
Indemnification and Contribution; Procedures.
A.
Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and each
person controlling such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents
and employees of the Placement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity or person
hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments,
costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and
expenses (including the but not limited to any and all legal or other expenses reasonably incurred in investigating, preparing or defending
against any litigation, commenced or threatened, or any claim whatsoever, whether arising out of any action between any of the Indemnified
Persons and the Company or between any of the Indemnified Persons and any third party, or otherwise) (collectively, the “Expenses”)
and agrees to advance payment of the Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or
defending any actions whether commenced or threatened, whether or not any Indemnified Person is a party thereto, arising out of or based
upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, the Disclosure
Package, the Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus (as from time to time each may be amended
and supplemented); (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with
the marketing of the Offering, including any “road show” or investor presentations made to investors by the Company (whether
in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called
“application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in
order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency,
any national securities exchange; or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under which they were made, not misleading, unless such statement or
omission was made in reliance upon, and in conformity with, the Placement Agent’s information. The Company also agrees to reimburse
each Indemnified Person for all Expenses as they are incurred in connection with investigating, preparing or defending against any litigation,
commenced or threatened, or any claim whatsoever, whether arising out of any action between any of the Indemnified Persons and the Company
or between any of the Indemnified Persons and any third party, or otherwise. Each Indemnified Person is an intended third-party beneficiary
with the same rights to enforce the indemnification that each Indemnified Person would have if it was a party to this Agreement.
B.
Procedure. Upon receipt by an Indemnified Person of actual notice of an action against such Indemnified Person with respect to which
indemnity may reasonably be expected to be sought under this Agreement, such Indemnified Person shall promptly notify the Company in
writing; provided that failure by any Indemnified Person so to notify the Company shall not relieve the Company from any obligation or
liability which the Company may have on account of this Section 9 or otherwise to such Indemnified Person, except to the extent (and
only to the extent) that its ability to assume the defense is actually impaired by such failure or delay. The Company shall, if requested
by the Placement Agent, assume the defense of any such action (including the employment of counsel and reasonably satisfactory to the
Placement Agent). Any Indemnified Person shall have the right to employ separate counsel in any such action and participate in the defense
thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless: (i) the Company has failed
promptly to assume the defense and employ counsel for the benefit of the Placement Agent and the other Indemnified Persons or (ii) such
Indemnified Person shall have been advised that in the opinion of counsel that there is an actual or potential conflict of interest that
prevents (or makes it imprudent for) the counsel engaged by the Company for the purpose of representing the Indemnified Person, to represent
both such Indemnified Person and any other person represented or proposed to be represented by such counsel, it being understood, however,
that the Company shall not be liable for the expenses of more than one separate counsel (together with local counsel), representing the
Placement Agent and all Indemnified persons who are parties to such action. The Company shall not be liable for any settlement of any
action effected without its written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the
prior written consent of the Placement Agent, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate
any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder
(whether or not such Indemnified Person is a party thereto) unless such settlement, compromise, consent or termination (i) includes an
unconditional release of each Indemnified Person, acceptable to such Indemnified Party, from all Liabilities arising out of such action
for which indemnification or contribution may be sought hereunder and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act, by or on behalf of any Indemnified Person. The advancement, reimbursement, indemnification and contribution
obligations of the Company required hereby shall be made by periodic payments of the amount thereof during the course of the investigation
or defense, as every Liability and Expense is incurred and is due and payable, and in such amounts as fully satisfy each and every Liability
and Expense as it is incurred (and in no event later than 30 days following the date of any invoice therefor).
C.
Indemnification of the Company. The Placement Agent agrees to indemnify and hold harmless the Company, its directors, its officers who
signed the Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act against any and all Liabilities, but only with respect to untrue statements or omissions, or alleged untrue statements
or omissions made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package or Prospectus or any amendment or
supplement thereto, in reliance upon, and in strict conformity with, the Placement Agent’s Information. In case any action shall
be brought against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, the
Disclosure Package or Prospectus or any amendment or supplement thereto, and in respect of which indemnity may be sought against the
Placement Agent, the Placement Agent shall have the rights and duties given to the Company, and the Company and each other person so
indemnified shall have the rights and duties given to the Placement Agent by the provisions of Section 9.B. The Company agrees promptly
to notify the Placement Agent of the commencement of any litigation or proceedings against the Company or any of its officers, directors
or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act, in connection with the issuance and sale of the Securities or in connection with the Registration Statement, the Disclosure Package,
the Prospectus or any Issuer Free Writing Prospectus, provided, that failure by the Company so to notify the Placement Agent shall not
relieve the Placement Agent from any obligation or liability which the Placement Agent may have on account of this Section 9.C. or otherwise
to the Company, except to the extent the Placement Agent is materially prejudiced as a proximate result of such failure.
D.
Contribution. In the event that a court of competent jurisdiction makes a finding that indemnity is unavailable to any indemnified person,
then each indemnifying party shall contribute to the Liabilities and Expenses paid or payable by such indemnified person in such proportion
as is appropriate to reflect (i) the relative benefits to the Company, on the one hand, and to the Placement Agent and any other Indemnified
Person, on the other hand, of the matters contemplated by this Agreement or (ii) if the allocation provided by the immediately preceding
clause is not permitted by applicable law, not only such relative benefits but also the relative fault of the Company, on the one hand,
and the Placement Agent and any other Indemnified Person, on the other hand, in connection with the matters as to which such Liabilities
or Expenses relate, as well as any other relevant equitable considerations; provided that in no event shall the Company contribute less
than the amount necessary to ensure that all Indemnified Persons, in the aggregate, are not liable for any Liabilities and Expenses in
excess of the amount of cash commissions actually received by the Placement Agent pursuant to this Agreement. The relative fault shall
be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission
or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the Placement Agent on
the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement
or omission. The Company and the Placement Agent agree that it would not be just and equitable if contributions pursuant to this subsection
(D) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations
referred to above in this subsection (D). For purposes of this paragraph, the relative benefits to the Company, on the one hand, and
to the Placement Agent on the other hand, of the matters contemplated by this Agreement shall be deemed to be in the same proportion
as: (a) the total value received by the Company in the Offering, whether or not such Offering is consummated, bears to (b) the cash commissions
paid to the Placement Agent under this Agreement. Notwithstanding the above, no person guilty of fraudulent misrepresentation within
the meaning of Section 11(f) of the Securities Act shall be entitled to contribution from a party who was not guilty of fraudulent misrepresentation.
E.
Limitation. The Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort
or otherwise) to the Company for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant
to this Agreement, the transactions contemplated thereby or any Indemnified Person’s actions or inactions in connection with any
such advice, services or transactions, except to the extent that a court of competent jurisdiction has made a finding that Liabilities
(and related Expenses) of the Company have resulted primarily from such Indemnified Person’s gross negligence or willful misconduct
in connection with any such advice, actions, inactions or services.
F.
Survival. The advancement, reimbursement, indemnity and contribution obligations set forth in this Section 9 shall remain in full force
and effect regardless of any termination of, or the completion of any Indemnified Person’s services under or in connection with,
this Agreement. Each Indemnified Person is an intended third-party beneficiary of this Section 9 and has the right to enforce the provisions
of Section 9 as if it was a party to this Agreement.
10.
Limitation of the Placement Agent’s Liability to the Company.
The
Placement Agent and the Company further agree that neither the Placement Agent nor any of its affiliates or any of their respective officers,
directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), employees
or agents shall have any liability to the Company, its security holders or creditors, or any person asserting claims on behalf of or
in the right of the Company (whether direct or indirect, in contract or tort, for an act of negligence or otherwise) for any losses,
fees, damages, liabilities, costs, expenses or equitable relief arising out of or relating to this Agreement or the services rendered
hereunder, except for losses, fees, damages, liabilities, costs or expenses that arise out of or are based on any action of or failure
to act by the Placement Agent and that are finally judicially determined to have resulted solely from the gross negligence or willful
misconduct of the Placement Agent.
11.
Limitation of Engagement to the Company.
The
Company acknowledges that the Placement Agent has been retained only by the Company, that the Placement Agent is providing services hereunder
as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement of the Placement Agent
is not deemed to be on behalf of, and is not intended to confer rights upon, any shareholder, owner or partner of the Company or any
other person not a party hereto as against the Placement Agent or any of its affiliates, or any of its or their respective officers,
directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), employees
or agents. Unless otherwise expressly agreed in writing by the Placement Agent, no one other than the Company is authorized to rely upon
any statement or conduct of the Placement Agent in connection with this Agreement. The Company acknowledges that any recommendation or
advice, written or oral, given by the Placement Agent to the Company in connection with the Placement Agent’s engagement is intended
solely for the benefit and use of the Company’s management and directors in considering a possible Offering, and any such recommendation
or advice is not on behalf of, and shall not confer any rights or remedies upon, any other person or be used or relied upon for any other
purpose. The Placement Agent shall not have the authority to make any commitment binding on the Company. The Company, in its sole discretion,
shall have the right to reject any investor introduced to it by the Placement Agent. If any purchase agreement and/or related transaction
documents are entered into between the Company and the investors in the Offering, the Placement Agent will be entitled to rely on the
representations, warranties, agreements and covenants of the Company contained in any such purchase agreement and related transaction
documents as if such representations, warranties, agreements and covenants were made directly to the Placement Agent by the Company.
12.
Amendments and Waivers.
The
failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed
to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of
any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or
non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the
party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment
shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.
13.
Confidentiality.
In
the event of the consummation or public announcement of any Offering, the Placement Agent shall have the right to disclose its participation
in such Offering, including, without limitation, the placement at its cost of “tombstone” advertisements in financial and
other newspapers and journals. The Placement Agent agrees not to use any confidential information concerning the Company provided to
the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.
14.
Headings.
The
headings of the various sections of this Agreement have been inserted for convenience of reference only and will not be deemed to be
part of this Agreement.
15.
Effective Date.
This
Agreement shall become effective when both the Company and the Placement Agent have executed the same and delivered counterparts of such
signatures to the other party.
16.
Termination.
The
term of the Placement Agent’s exclusive engagement will be as set forth in the this Agreement in Section 5. Notwithstanding anything
to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the
Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement
Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze,
invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other
than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated
or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision
thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one
or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed
under Rule 405 under the Securities Act.
The
Placement Agent shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time
prior to any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Placement
Agent’s opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading
on the New York Stock Exchange or the Nasdaq Stock Market LLC shall have been suspended, or minimum or maximum prices for trading shall
have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other
government authority having jurisdiction; or (iii) if the United States shall have become involved in a new war or an increase in major
hostilities, the effect of which is in the judgment of the Placement Agent such as to make it impracticable or inadvisable to proceed
with the offering, sale and/or delivery of the Securities or to enforce contracts made by the Placement Agent for the sale of the Securities;
or (iv) if a banking moratorium has been declared by a New York State or federal authority; or (v) if the Company shall have sustained
a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or
not such loss shall have been insured, will, in the Placement Agent’s opinion, make it inadvisable to proceed with the delivery
of the Securities; or (vi) if the Company is in material breach of any of its representations, warranties or covenants hereunder; or
(vii) if the Placement Agent shall have become aware after the date hereof of such a Material Adverse Change as in the Placement Agent’s
judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Securities or to enforce contracts made
by the Placement Agent for the sale of the Securities. The Company and Placement Agen understand, acknowledge and agree that, in the
event that the Placement Agent in its sole discretion determines that the conditions to closing in the Placement Agreement have not been
satisfied or if the Placement Agreement is terminated for any other reason permitted by such Placement Agreement, then the Placement
Agent may, but shall not be obligated to, terminate such Placement Agreement, which shall have the effect of terminating this Securities
Purchase Agreement with Investor.
17.
Use of Information.
The
Company will furnish the Placement Agent such written information as the Placement Agent reasonably requests in connection with the performance
of its services hereunder. The Company understands, acknowledges and agrees that, in performing its services hereunder, the Placement
Agent will use and rely entirely upon such information as well as publicly available information regarding the Company and other potential
parties to an Offering and that the Placement Agent does not assume responsibility for independent verification of the accuracy or completeness
of any information, whether publicly available or otherwise furnished to it, concerning the Company or otherwise relevant to an Offering,
including, without limitation, any financial information, forecasts or projections considered by the Placement Agent in connection with
the provision of its services.
18.
Absence of Fiduciary Relationship.
The
Company acknowledges and agrees that: (a) the Placement Agent has been retained solely to act as Placement Agent in connection with the
sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Placement Agent has been created
in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Placement Agent has advised or is advising
the Company on other matters; (b) the Purchase Price and other terms of the Securities set forth in this Agreement were established by
the Company following discussions and arms-length negotiations with the Investors and the Placement Agent, and the Company is capable
of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this
Agreement; (c) it has been advised that the Placement Agent and its affiliates are engaged in a broad range of transactions that may
involve interests that differ from those of the Company and that the Placement Agent has no obligation to disclose such interest and
transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that the Placement
Agent is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Placement Agent, and not
on behalf of the Company and that the Placement Agents may have interests that differ from those of the Company. The Company waives to
the full extent permitted by applicable law any claims it may have against the Placement Agent arising from an alleged breach of fiduciary
duty in connection with the Offering.
19.
Survival of Indemnities, Representations, Warranties, Etc.
.
Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Section 5, the payment, reimbursement,
indemnity, contribution and advancement agreements contained in Sections 2, 9, 10, and 11, respectively, and the Company’s covenants,
representations, and warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.
The indemnity and contribution provisions contained in Section 9 and the covenants, warranties and representations of the Company contained
in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation
made by or on behalf of any Placement Agent, any person who controls any Placement Agent within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act or any affiliate of any Placement Agent, or by or on behalf of the Company, its directors
or officers or any person who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act, and (iii) the issuance and delivery of the Securities.
20.
Governing Law.
This
Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to
be fully performed therein. Any disputes that arise under this Agreement, even after the termination of this Agreement, will be heard
only in the state or federal courts located in New York County, New York. The parties hereto expressly agree to submit themselves to
the jurisdiction of the foregoing courts in New York County, New York. The parties hereto expressly waive any rights they may have to
contest the jurisdiction, venue or authority of any court sitting in New York County, New York. The Company (on its behalf and, to the
extent permitted by applicable law, on behalf of its stockholders and affiliates) and each of the Placement Agent hereby irrevocably
waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of
or relating to this Agreement or the transactions contemplated hereby.
21.
Notices.
All
communications hereunder shall be in writing and shall be mailed or hand delivered and confirmed to the parties hereto as follows:
If
to the Company:
eXoZymes
Inc.
750
Royal Oaks Drive, Suite 106
Monrovia,
CA 91016
Telephone:
626-415-1488
Attention:
Fouad Nawaz, Chief Financial Officer
If
to the Placement Agent:
Public
Ventures LLC
14135
Midway Road, Suite G-150
Addison,
Texas 75001
Attention:
Anthony
DiGiandomenico,
Head
of New Venture Discovery
Any
party hereto may change the address for receipt of communications by giving written notice to the others.
22.
Miscellaneous.
This
Agreement constitutes the entire agreement of the Placement Agent and the Company, and supersedes any prior agreements, with respect
to the subject matter hereof. If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination
will not affect such provision in any other respect, and the remainder of this Agreement shall remain in full force and effect. This
Agreement may be executed in counterparts (including facsimile or .pdf counterparts), each of which shall be deemed an original but all
of which together shall constitute one and the same instrument.
23.
Successors.
This
Agreement will inure to the benefit of and be binding upon the parties hereto, and to the benefit of the employees, officers and directors
and controlling persons referred to in Section 9 hereof, and to their respective successors, and personal representative, and, except
as set forth in Section 9 of this Agreement, no other person will have any right or obligation hereunder.
24.
Partial Unenforceability.
The
invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability
of any other section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined
to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to
make it valid and enforceable.
[SIGNATURE
PAGE TO FOLLOW]
In
acknowledgment that the foregoing correctly sets forth the understanding reached by the Placement Agent and the Company, and intending
to be legally bound, please sign in the space provided below, whereupon this letter shall constitute a binding Agreement as of the date
executed.
Very
truly yours,
eXoZymes
Inc.
By:
/S/
Michael Heltzen
Name:
Michael
Heltzen
Title:
CEO
Confirmed
as of the date first written above:
Public
Ventures LLP
By:
/S/
Anthony DiGiandomenico
Name:
Anthony
DiGiandomenico
Title:
Head
of New Venture Discovery
SCHEDULE
I
Issuer
General Use Free Writing Prospectuses
None
EX-10.3
EX-10.3
Filename: ex10-3.htm · Sequence: 4
Exhibit
10.3
Modification
to Warrant Agent Agreement
Between
eXoZymes
Inc. and VStock Transfer LLC
This
modification agreement dated June 30, 2026, is to that certain Warrant Agent Agreement between eXoZymes and VStock Transfer LLC, dated
as of June 5, 2026, for the purpose of adding the securities to the terms of the Warrant Agent Agreement.
Capitalized
terms used in this modification shall have the same meanings as assigned in the Warrant Agent Agreement.
The
parties hereto agree that the first whereas clause will be removed in in its place will be inserted the following:
“WHEREAS,
pursuant to the terms of that certain Underwriting Agreement (“Underwriting Agreement”), dated June 5, 2026, by and among
the Company and Public Ventures, LLC (d/b/a MDB Capital), as representative of the underwriters (the “Underwriters”) set
forth therein and that certain Placement Agent Agreement (“Placement Agent Agreement”) dated June 30, 2026, by and between
the Company and Public Ventures, LLC, the Company is engaged in a public offering and public placement of securities of the Company (the
“Offering”) of 732,260 shares (the “Shares”) of common stock, par value $0.000001 per share (the “Common
Stock”), and 366,130 warrants (the “Warrants”) to purchase up to 366,130 shares of Common Stock (the “Warrant
Shares”;”
IN
WITNESS WHEREOF, this Warrant Agent Agreement has been duly executed by the parties hereto as of the day and year first above written.
EXOZYMES
INC
By:
/S/ Michael
Heltzen
Name:
Michael
Heltzen
Title:
Chief
Executive Officer
VSTOCK
TRANSFER LLC
By:
/S/ Young
D. Kim
Name:
Young
D. Kim, Esq
Title:
Compliance
Officer
EX-10.5
EX-10.5
Filename: ex10-5.htm · Sequence: 5
Exhibit
10.5
Form
of Investor Securities Purchase Agreement
eXoZymes,
Inc.
750
Royal Oaks Drive, Suite 106
Monrovia,
CA 91016
Re:
Units offering, each Unit consisting of two shares and one common stock purchase warrant
Gentlemen:
The
undersigned (the “Investor”) hereby confirms its agreement with eXoZymes, Inc., a Nevada corporation (the “Company”),
as follows:
1.
This Securities Purchase Agreement (“Agreement”), including the Terms and Conditions for Purchase of Units, each unit
consisting of two shares of common stock and one common stock purchase warrant (each a “Unit” and collectively, the
“Units”), attached hereto as Annex I is made as of the date set forth below between the Company and the Investor.
2.
The Company has authorized the sale and issuance to certain investors of up to an aggregate of (i) 35,555 Units consisting of 71,110
shares (the “Shares”) of common stock, par value $0.000001 per share (the “Common Stock”) and warrants
to purchase up to an aggregate of 35,555 shares of common stock (the “Warrants). The offering price is $18.00 per Unit. The Shares
and Warrants are immediately separable and will be issued separately but will be purchased together as a unit in this offering. The purchase
price of one Share will be the equivalent of $8.99 and of the Warrant $0.02.
3.
The offering and sale of the Units (the “Offering”) are being made pursuant to (1) an effective Registration Statement
on Form S-3, File No. 333-292781 (the “Registration Statement”) filed by the Company with the Securities and Exchange
Commission (the “Commission”) (including the prospectus contained therein (the “Base Prospectus”),
(2) if applicable, certain “free writing prospectuses” (as that term is defined in Rule 405 under the Securities Act of 1933,
as amended (the “Securities Act”)), that have been or which may be filed with the Commission and delivered to the
Investor on or prior to the date hereof (the “Issuer Free Writing Prospectus”), containing certain supplemental information
regarding the Shares and Warrants, the terms of the Offering and the Company and (3) a Prospectus Supplement (the “Prospectus
Supplement” and together with the Base Prospectus, the “Prospectus”) containing certain supplemental information
regarding the Shares and Warrants and terms of the Offering that have been or will be filed with the Commission and delivered to the
Investor (or made available to the Investor by the filing by the Company of an electronic version thereof with the Commission).
4.
The Company and the Investor agree that at the Closing (as defined in Section 3.1 of Annex I), the Company agrees to sell and the Investor
agrees to purchase from the Company the number of Units set forth below in exchange for payment in good funds for the Units set forth
on the signature page below (the “Aggregate Purchase Price”). The Investor acknowledges that the Offering is not being
underwritten by Public Ventures LLC (“Placement Agent”), the placement agent named in the Prospectus Supplement and
that there is no minimum offering amount. Investor acknowledges that the Company has agreed to pay the Placement Agent a fee of 7% of
the gross proceeds from the sale of Units in the offering (the “Placement Fee”) and to reimburse the Placement Agent
for certain of its accountable expenses not to exceed $15 ,000, including fees and expenses of legal counsel. Investor further acknowledges
that the Company has agreed to issue to the Placement Agent, or its respective designees, upon close of the offering warrants to purchase
up to 10% of the total number of shares of common stock and number of shares underlying the Warrants sold in this offering. The Placement
Agent warrants will be exercisable at $11.24 per share commencing on 180th day from the date of the Placement Agreement (defined in Section
2.3 of Annex I attached hereto) and will expire on the fifth anniversary of the Placement Agreement.
5. Without
the prior written consent of the Placement Agent, for a period from June 5, 2026 to June 5, 2027 (the “Lock-Up
Period”), the Company has agreed not to (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 without the prior written consent of Placement Agent; (ii) file
or caused to be filed any registration statement with the Commission relating to the offering of any shares of common stock or
common stock equivalents or any securities convertible into or exercisable or exchangeable for shares of common stock or common
stock equivalents; (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a
traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of common stock or common stock equivalents, whether any such transaction described in clause
(i), (ii), (iii) or (iv) above is to be settled by delivery of shares of common stock or common stock equivalents, in cash or
otherwise. Notwithstanding the foregoing, the Company may sell shares under an at-the-market offering program with the consent of
Placement Agent and pursue the registration and use of any equity incentive plan that has been adopted by the board of directors and
approved by the shareholders of the Company, and issue any shares of Common Stock under outstanding convertible securities as of
June 5, 2026, that are not substantially modified after that date.
6.
At the Closing, (a) the Company shall cause its transfer agent and warrant agent, to deliver to the Investor the number of Shares and
Warrants purchased by the Investor as set forth on the signature page of this Agreement registered in the name of the Investor or in
the name of a nominee designated by the Investor, and (b) and payment therefor shall be made by the Placement Agent (or its clearing
firm) by wire transfer to the Company less fees and expenses due to the Placement Agent.
7.
The Investor represents that, except as set forth below, (a) it has had no position, office or other material relationship within the
past three years with the Company or persons known to it to be affiliates of the Company, (b) it is not a member of the Financial Industry
Regulatory Authority, Inc. (“FINRA”) or an Associated Person (as such term is defined under the FINRA’s NASD
Membership and Registration Rules Section 1011) as of the Closing, and (c) neither the Investor nor any group of Investors (as identified
in a public filing made with the Commission) of which the Investor is a part in connection with the Offering, acquired, or obtained the
right to acquire, 20% or more of the Common Stock (or securities convertible into or exercisable for Common Stock) or the voting power
of the Company on a post-transaction basis. Exceptions : ___________________________________________________________
(If
no exceptions, write “none.” If left blank, response will be deemed to be “none.”)
8.
The Investor represents that it has received (or otherwise had made available to it by the filing by the Company of an electronic version
thereof with the Commission) the Base Prospectus, dated January 26, 2026, which is a part of the Company’s Registration Statement,
the documents incorporated by reference therein and any free writing prospectus (collectively, the “Disclosure Package”),
prior to or in connection with the receipt of this Agreement.
9.
No offer by the Investor to buy Units will be accepted until the Investor has received the Disclosure Package and the Company has accepted
such offer by countersigning a copy of this Agreement. Once the Investor has submitted its indication of interest in purchasing the Units
by the submission of this Agreement to the Company through the Placement Agent, it will be deemed irrevocable.
10.
Number
of Units: 35,555
Purchase
Price per Unit: $18.00
Aggregate
Purchase Price For the Shares: $639,990.00
Please
confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.
Dated as of: June , 2026
INVESTOR
By:
Name:
Title:
Address:
Agreed
and Accepted
this
__th day of June __2026:
eXoZymes,
Inc.
By:
Name:
Fouad Nawaz
Title:
Chief Financial Officer
ANNEX
I
TERMS
AND CONDITIONS FOR PURCHASE OF UNITS
1.
Authorization and Sale of the Units. Subject to the terms and conditions of this Agreement, the Company has authorized the sale of
the Units.
2.
Agreement to Sell and Purchase the Units; Placement Agent.
2.1
At the Closing (as defined in Section 3.1), the Company will sell to the Investor, and the Investor will purchase from the Company,
upon the terms and conditions set forth herein, the number of the Units as set forth on the last page of the Agreement to which these
Terms and Conditions for Purchase of the Units are attached as Annex I (the “Signature Page”) for the aggregate
purchase price therefor set forth on the Signature Page.
2.2
The Company proposes to enter into substantially this same form of Securities Purchase Agreement with certain other investors (the “Other
Investors”) and expects that it may complete sales of Units to them. The Investor and the Other Investors are hereinafter sometimes
collectively referred to as the “Investors,” and this Agreement and the Securities Purchase Agreements executed by the Other
Investors, if any, are hereinafter sometimes collectively referred to as the “Agreements.” Notwithstanding the foregoing,
there is no assurance that there will be Other Investors.
2.3
The Company has entered into a Placement Agent Agreement, dated the date hereof, (the “Placement Agreement”), with
the Placement Agent that contains certain representations, warranties, covenants and agreements of the Company that may be relied upon
by the Investor, which shall be a third party beneficiary thereof. The Company confirms that neither it nor any other person acting on
its behalf has provided the Investor or their agents or counsel with any information that constitutes or could reasonably be expected
to constitute material, nonpublic information, except as will be disclosed in the Prospectus and/or in the Company’s Current Report
on Form 8-K to be filed with the Commission in connection with the Offering. The Company understands and confirms that the Investor will
rely on the foregoing representations in effecting transactions in securities of the Company.
3.
Closings and Delivery of the Units and Funds.
3.1
Closing. The completion of the purchase and sale of the Units (the “Closing”) shall occur on or before
July 1, 2026 (the “Closing Date”) at a place and time to be specified by the Company and the Placement Agent, and
of which the Investors will be notified in advance by the Placement Agent, in accordance with Rule 15c6-l promulgated under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). At the Closing, (a) the Company shall cause its transfer agent
and warrant agent, to deliver to the Investor the number of Shares and Warrants purchased by the Investor as set forth on the signature
page of this Agreement registered in the name of the Investor in the name of a nominee designated by the Investor, and (b) and payment
therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company less fees and expenses due to the
Placement Agent.
3.2
Conditions to the Obligations of the Parties.
(a)
Conditions to the Company’s Obligations. The Company’s obligation to issue and sell the Units to the Investor
shall be subject to: (i) the receipt by the Company of the aggregate purchase price for the Units, less commissions and expenses of the
Placement Agent as set forth on the signature page and (ii) the accuracy of the representations and warranties made by the Investor and
the fulfillment of those undertakings of the Investor to be fulfilled prior to the Closing Date.
(b)
Conditions to the Investor’s Obligations. The Investor’s obligation to purchase the Units will be subject to
the accuracy of the representations and warranties made by the Company and the fulfillment of those undertakings of the Company to be
fulfilled prior to the Closing Date, including without limitation, those contained in the Placement Agreement, and to the condition that
the Placement Agent shall not have: (a) terminated the Placement Agreement pursuant to the terms thereof or (b) determined that the conditions
to the closing in the Placement Agreement have not been satisfied. The Investor’s obligations are expressly not conditioned on
the purchase by any or all of the Other Investors who may be purchasing Units in the Offering that they have agreed to purchase from
the Company. The Investor understands and agrees that, in the event that the Placement Agent in its sole discretion determines that the
conditions to closing in the Placement Agreement have not been satisfied or if the Placement Agreement may be terminated for any other
reason permitted by such Placement Agreement, then the Placement Agent may, but shall not be obligated to, terminate such Placement Agreement,
which shall have the effect of terminating this Agreement pursuant to Section 15 below.
4.
Representations, Warranties and Covenants of the Investor.
The
Investor acknowledges, represents and warrants to, and agrees with, the Company and the Placement Agent that:
4.1
The Investor is either an individual or an entity duly incorporated or formed, validly existing, and in good standing under the laws
of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company, or similar
power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations
hereunder. The Investor (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect
to, investments in securities presenting an investment decision like that involved in the purchase of the Shares and Warrants, including
investments in securities issued by the Company and investments in comparable companies, (b) has answered all questions on the signature
page and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date and (c) in
connection with its decision to purchase the Shares and Warrants set forth on the signature page, has received and is relying only upon
this Agreement, the Disclosure Package and the documents incorporated by reference therein.
4.2
(a) No action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would
permit an offering of the Shares and Warrants, or possession or distribution of offering materials in connection with the issue of the
Shares and Warrants in any jurisdiction outside the United States where action for that purpose is required, (b) if the Investor is outside
the United States, it will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers,
sells or delivers Shares and Warrants or has in its possession or distributes any offering material, in all cases at its own expense
and (c) the Placement Agent is not authorized to make and has not made any representation, disclosure or use of any information in connection
with the issue, placement, purchase and sale of the Shares and Warrants, except as set forth or incorporated by reference in the Disclosure
Package.
4.3
(a) The Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated
hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (b) this Agreement
constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting
parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law) and except as to the enforceability of any rights to indemnification
or contribution that may be violative of the public policy underlying any law, rule or regulation (including any federal or state securities
law, rule or regulation).
4.4
The Investor understands and acknowledges that nothing in this Agreement or the Disclosure Package, constitutes legal, tax or investment
advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion,
has deemed necessary or appropriate in connection with its purchase of Units.
4.5
The Investor acknowledges that it has had the opportunity to review the Disclosure Package (including all exhibits and schedules thereto)
and the documents incorporated therein by reference and has been afforded, (i) the opportunity to ask such questions as it has deemed
necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the
Units and the merits and risks of investing in the Units, (ii) access to information about the Company and its financial condition, results
of operations, business, properties, and management, sufficient to enable it to evaluate its investment, and (iii) the opportunity to
obtain such additional information (other than non-public information) that the Company possesses or can acquire without unreasonable
effort or expense as may have been requested by the Investor. Investor acknowledges and agrees that neither the Placement Agent nor any
Affiliate of the Placement Agent has provided the Investor with any information or advice with respect to the Units nor is such information
or advice necessary or desired. Neither the Placement Agent nor any Affiliate has made or makes any representation as to the Company
or the quality of the Units and the Placement Agent and any Affiliate may have acquired non-public information with respect to the Company
which such Investor agrees need not be provided to it. In connection with the issuance of the Units to Investor, neither the Placement
Agent nor any of its Affiliates has acted as a financial advisor or fiduciary to Investor.
4.6
Since the time at which the Placement Agent first contacted such Investor about the Offering, the Investor has not disclosed any information
regarding the Offering to any third parties (other than its legal, accounting and other advisors) and has not engaged in any purchases
or sales of the securities of the Company (including, without limitation, any Short Sales (as defined herein) involving the Company’s
securities). The Investor covenants that it will not engage in any purchases or sales of the securities of the Company (including Short
Sales) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. The Investor agrees that it will
not use any of the Shares and Warrants acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so
would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all
“short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the
box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, “put
equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements (including on a total return
basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers.
5.
Survival of Representations, Warranties and Agreements; Third Party Beneficiary. Notwithstanding any investigation made by any party
to this Agreement or by the Placement Agent, all covenants, agreements, representations and warranties made by the Company and the Investor
herein will survive the execution of this Agreement, the delivery to the Investor of the Shares and Warrants being purchased and the
payment therefor. The Placement Agent shall be a third party beneficiary with respect to the representations, warranties and agreements
of the Investor in Section 4 hereof.
6.
Notices. All notices, requests, consents and other communications hereunder will be in writing, will be mailed (a) if within the
domestic United States by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid,
or by facsimile or (b) if delivered from outside the United States, by International Federal Express or facsimile, and will be deemed
given (i) if delivered by first-class registered or certified mail domestic, three business days after so mailed, (ii) if delivered by
nationally recognized overnight carrier, one business day after so mailed, (iii) if delivered by International Federal Express, two business
days after so mailed and (iv) if delivered by facsimile, upon electronic confirmation of receipt and will be delivered and addressed
as follows:
(a)
if to the Company, to:
eXoZymes,
Inc.
750
Royal Oaks Drive, Suite 106
Monrovia,
CA 91016
Attention:
Chief Financial Officer
with
a copy (which shall not constitute notice) to:
Spencer
Fane
711
Third Avenue – 17th Floor
New
York, NY 10017
Attention:
Andrew Hudders, Esq.
Fax:
(212) 907-7300
(b)
if to the Investor, at its address on the Signature Page hereto, or at such other address or addresses as may have been furnished to
the Company in writing.
7.
Changes. This Agreement may not be modified or amended except pursuant to an instrument in writing signed by the Company and the
Investor.
8.
Headings. The headings of the various sections of this Agreement have been inserted for convenience of reference only and will not
be deemed to be part of this Agreement.
9.
Entire Agreement; Severability. The Disclosure Package, together with the exhibits and schedules thereto, the Placement Agent
Agreement, the Preliminary Prospectus and the Prospectus, contain the entire understanding of the parties with respect to the subject
matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which
the parties acknowledge have been merged into such documents, exhibits, and schedules. In case any term, provision covenant, or restriction
contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of
the remaining provisions contained herein will not in any way be affected or impaired thereby.
10.
Governing Law. This Agreement will be governed by, and construed in accordance with, the internal laws of the State of New York,
without giving effect to the principles of conflicts of law that would require the application of the laws of any other jurisdiction.
11.
Counterparts. This Agreement may be executed in two or more counterparts, each of which will constitute an original, but all of which,
when taken together, will constitute but one instrument, and will become effective when one or more counterparts have been signed by
each party hereto and delivered to the other parties. The Company and the Investor acknowledge and agree that the Company shall deliver
its counterpart to the Investor along with the Prospectus Supplement (or the filing by the Company of an electronic version thereof with
the Commission).
12.
Confirmation of Sale. The Investor acknowledges and agrees that such Investor’s receipt of the Company’s signed counterpart
to this Agreement, together with the Prospectus Supplement (or the filing by the Company of an electronic version thereof with the Commission),
shall constitute written confirmation of the Company’s sale of Shares and Warrants to such Investor.
13.
WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY,
THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY,
IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.
14.
Provision of Information. The Company shall not, and shall cause each of its subsidiaries and its and each of their respective officers,
directors, affiliates, employees and agents, not to, provide the Investor with any material, nonpublic information regarding the Company
or any of its subsidiaries from and after the date hereof without the express prior written consent of such Investor. To the extent that
the Company or any of its subsidiaries or any of their respective officers, directors, affiliates, employees and agents delivers any
material, non-public information to an Investor without such Investor’s consent, the Company hereby covenants and agrees that such
Investor shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors,
employees, affiliates or agents with respect to, or a duty not to trade on the basis of, such material, non-public information or any
other obligation with respect to such information.
15.
Termination. In the event that the Placement Agreement is terminated by the Placement Agent pursuant to the terms thereof, this Agreement
shall terminate without any further action on the part of the parties hereto.
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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
No definition available.
+ Details
Name:
dei_EntityFileNumber
Namespace Prefix:
dei_
Data Type:
dei:fileNumberItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Two-character EDGAR code representing the state or country of incorporation.
+ References
No definition available.
+ Details
Name:
dei_EntityIncorporationStateCountryCode
Namespace Prefix:
dei_
Data Type:
dei:edgarStateCountryItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityRegistrantName
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityTaxIdentificationNumber
Namespace Prefix:
dei_
Data Type:
dei:employerIdItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Local phone number for entity.
+ References
No definition available.
+ Details
Name:
dei_LocalPhoneNumber
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
+ Details
Name:
dei_PreCommencementIssuerTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
+ Details
Name:
dei_PreCommencementTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
+ Details
Name:
dei_Security12bTitle
Namespace Prefix:
dei_
Data Type:
dei:securityTitleItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
+ Details
Name:
dei_SecurityExchangeName
Namespace Prefix:
dei_
Data Type:
dei:edgarExchangeCodeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
Name:
dei_SolicitingMaterial
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
dei_
Data Type:
dei:tradingSymbolItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
Name:
dei_WrittenCommunications
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration