Form 8-K

8-K — Lantern Pharma Inc.

Accession: 0001493152-26-023200

Filed: 2026-05-14

Period: 2026-05-12

CIK: 0001763950

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-4.1 (ex4-1.htm)

EX-4.2 (ex4-2.htm)

EX-4.3 (ex4-3.htm)

EX-5.1 (ex5-1.htm)

EX-10.1 (ex10-1.htm)

EX-99.1 (ex99-1.htm)

EX-99.2 (ex99-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0001763950

2026-05-12

iso4217:USD

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iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

DC 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): May 12, 2026

Lantern

Pharma Inc.

(Exact

Name of Registrant as Specified in Its Charter)

Delaware

001-39318

46-3973463

(State or Other Jurisdiction

of Incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

Number)

1920

McKinney Avenue, 7th Floor

Dallas, Texas 75201

(Address

of principal executive offices)

(972)

277-1136

(Registrant’s

telephone number, including area code)

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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 240.14d-2(b)

☐ Pre-commencement

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

☐ Pre-commencement

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

Securities

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

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common Stock, par value of $0.001 per share

LTRN

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 ☐

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.

May 12, 2026, Lantern Pharma Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”)

with institutional investors, pursuant to which the Company agreed to issue and sell to such investors in a registered direct offering

(i) 1,454,175 shares (the “Common Shares”) of common stock, par value $0.0001 per share (the “Common Stock”),

of the Company, at an offering price of $2.06 per share, and (ii) pre-funded warrants to purchase up to 681,748 shares of Common Stock

(the “Pre-Funded Warrants”) in lieu of the Common Shares, at an offering price of $2.0599 (such registered direct offering,

the “Offering”). The closing of the Offering occurred on May 14, 2026.

addition, in a concurrent private placement, the Company issued to such investors warrants to purchase up to 2,135,923 shares

of Common Stock (the “Purchase Warrants”), at an exercise price of $2.27 per share. The Purchase Warrants and the shares

of Common Stock issuable upon the exercise of such Purchase Warrants (the “Purchase Warrant Shares”) were

offered pursuant to the exemption provided in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”)

and/or Rule 506(b) of Regulation D promulgated thereunder. A holder will not have the right to exercise any portion of the Purchase

Warrants if the holder (together with its affiliates) would beneficially own in excess of 4.99% (or, upon election of the holder, 9.99%)

of the number of shares of common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is

determined in accordance with the terms of the Purchase Warrants. However, any holder may increase or decrease such percentage, provided

that any increase will not be effective until the 61st day after such election. The Purchase Warrants are exercisable

six months following the initial issuance date and expire five years following the initial exercise date.

The

Company agreed to file a registration statement on Form S-1 with the Securities and Exchange Commission (the “SEC”) relating to the offer

and resale by the investors of the Purchase Warrant Shares within 30 days of the effective date of the Purchase Agreement and to use

commercially reasonable efforts to cause such registration statement to become effective within 60 days following the closing of the

offering (or 90 days in the event of a full SEC review).

Moreover,

the Purchase Agreement provides the investors with the right, subject to specified conditions, to participate on the same terms as other

investors in certain future equity financing of the Company’s contemplated subsidiary composed of the AI platform, withZeta.ai, and related

technologies, for a limited period following such subsidiary’s public emergence, up to an aggregate of 30% of such financing, excluding

certain exempt issuances. The Company has agreed to cause such subsidiary to assume these obligations and if such subsidiary is not timely

formed or does not complete its public emergence within the specified timeframes, similar participation rights will apply to certain

future equity financings of the Company.

In addition, the Purchase Agreement restricts the Company, for a period of two years following

the closing of the offering, from entering into or effecting any “Variable Rate Transaction,” which generally includes issuances of securities

where the conversion, exercise, or issuance price is variable, subject to future adjustment, or based on the trading price of the Company’s

common stock, as well as equity line or similar facilities permitting future issuances at indeterminate prices. The Purchase Agreement

provides that sales of the Company’s common stock under an at-the-market facility on or after the 75th day following the closing of the

offering does not constitute a Variable Rate Transaction.

Each

Pre-Funded Warrant entitles the holder to purchase one share (“Pre-Funded Warrant Share”) of Common Stock. The Pre-Funded

Warrants are immediately exercisable and may be exercised at a nominal consideration of $0.0001 per share of Common Stock at any time

until all of the Pre-Funded Warrants are exercised in full.

Pursuant

to an engagement letter dated April 20, 2026, Rodman and Renshaw, LLC (“Placement Agent”) acted as the sole placement

agent for the Offering. In consideration for the Placement Agent serving as the placement agent for the Offering, the Company paid

the Placement Agent a cash fee equal to 7% of the aggregate gross proceeds of the Offering and reimbursed the Placement Agent

for certain expenses and legal fees. In addition, the Company issued to the Placement Agent or its designees warrants to purchase

5% of the Common Shares (or Pre-Funded Warrants in lieu thereof) sold in the Offering (the “Placement Agent Warrants”). The

Placement Agent Warrants have substantially the same terms as the Purchase Warrants except that the Placement Agent Warrants have an exercise price of $2.575 (125% of Common Share purchase price) and will expire on the fifth anniversary of the commencement of

sales in the Offering. The Company has also agreed to pay the Placement Agent a cash fee of 3.0% of the gross exercise price paid in

cash with respect to the exercise of any Purchase Warrants issued in the concurrent private placement.

The

Common Shares, the Pre-Funded Warrants and Pre-Funded Warrant Shares were offered pursuant to a “shelf” registration

statement on Form S-3 (File No. 333-279718) that was declared effective by the SEC on June 10, 2024, and a prospectus supplement

that was filed with the SEC on May 14, 2026 in connection with the Offering.

The

Company received gross proceeds of approximately $4.4 million from the Offering, before deducting Offering expenses

payable by the Company, including the Placement Agent’s fees. The Company intends to use the net proceeds from the Offering for

working capital and general corporate purposes.

The

Securities Purchase Agreement, form of the Pre-Funded Warrant, form of the Purchase Warrant and form of the Placement Agent Warrant are

filed as exhibits to this Current Report on Form 8-K (this “Form 8-K”) and are incorporated by reference herein.

The

Company issued press releases announcing the pricing and closing of the Offering on May 13, 2026 and May 14,

2026, respectively. Copies of these press releases are attached hereto as Exhibits 99.1 and 99.2, respectively,

and are incorporated herein by reference.

copy of the legal opinion and consent of Greenberg Traurig, LLP relating to the Common Shares, Pre-Funded Warrants and Pre-Funded Warrant

Shares is attached hereto as Exhibit 5.1.

Item

3.02 Unregistered Sale of Equity Securities.

The

applicable information set forth in Item 1.01 of this Form 8-K with respect to the Purchase Warrants, and the Placement Agent Warrants,

and the underlying shares of Common Stock issuable thereunder is incorporated herein by reference.

Item

8.01 Other Events.

May 13, 2026, the Company announced, by way of the press release attached hereto as Exhibit 99.1, the pricing of the offering described

above and plans to create an independent business entity composed of the AI platform, withZeta.ai, and related technologies and personnel

under the leadership of CEO Mr. Panna Sharma. The Company intends to separate its public facing AI technology assets into an independent

business entity in order to access dedicated funding sources and potentially realize valuation multiples separate from its primary drug

development operations, which such entity may potentially become a newly listed company on a national stock exchange or market. The Company

plans on hosting a separate investor webinar and meeting to provide additional details in the coming month.

May 12, 2026, the Company suspended offers and sales of the shares of Common Stock pursuant to the prospectus supplement, dated July

3, 2025, relating to the ATM Sales Agreement, dated July 3, 2025 (the “Sales Agreement”), by and between the Company and

ThinkEquity LLC. The Company will not make any sales of shares of Common Stock pursuant to the Sales Agreement unless and until a new

prospectus supplement is filed with the SEC; however, the Sales Agreement remains in full force and effect.

Item

9.01 Financial Statements and Exhibits

(d)

Exhibits

The

following exhibits are filed with this report:

Exhibit

Number

Exhibit

Description

4.1

Form of Pre-Funded Common Stock Purchase Warrant

4.2

Form of Purchase Warrant

4.3

Form of Placement Agent Warrant

5.1

Legal Opinion of Greenberg Traurig, LLP

10.1

Securities Purchase Agreement

23.1

Consent of Greenberg Traurig, LLP (included in Exhibit 5.1)

99.1

Press release dated May 13, 2026 announcing the pricing of the Offering

99.2

Press release dated May 14, 2026 announcing the closing of the Offering

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

Lantern Pharma Inc.

Dated:

May 14, 2026

By:

/s/

David Margrave

David

Margrave

Chief

Financial Officer

EX-4.1

Filename: ex4-1.htm · Sequence: 2

Exhibit 4.1

EXHIBIT A

PREFUNDED

COMMON STOCK PURCHASE WARRANT

Lantern Pharma Inc.

Warrant Shares: _______ Initial

Exercise Date: May 14, 2026

THIS

PREFUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns

(the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter

set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and until this Warrant is

exercised in full (the “Termination Date”), to subscribe for and purchase from Lantern Pharma Inc., a Delaware corporation

(the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”)

of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise

Price, as defined in Section 2(b).

Section

1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain

Securities Purchase Agreement (the “Purchase Agreement”), dated May 12, 2026, among the Company and the purchasers

signatory thereto.

Section

2. Exercise.

Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time

or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF

copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”).

Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined

in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the

Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank

unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original

Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of

Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this

Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised

in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation as soon as reasonably practicable following

the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases

of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant

Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall

maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection

to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this

Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant

Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated

on the face hereof.

Exercise Price. The aggregate exercise price of this Warrant, except for a nominal exercise price of $0.0001 per Warrant Share,

was pre-funded to the Company on or prior to the Initial Exercise Date and, consequently, no additional consideration (other than the

nominal exercise price of $0.0001 per Warrant Share) shall be required to be paid by the Holder to any Person to effect any exercise

of this Warrant. The Holder shall not be entitled to the return or refund of all, or any portion, of such pre-paid aggregate exercise

price under any circumstance or for any reason whatsoever, including in the event this Warrant shall not have been exercised prior to

the Termination Date. The remaining unpaid exercise price per share of Common Stock under this Warrant shall be $0.0001, subject to adjustment

hereunder (the “Exercise Price”).

Cashless Exercise. This Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise”

in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by

(A), where:

(A) =

applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable

Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant

to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered

pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading

hours” (as defined in Rule 600(b) of Regulation NMS promulgated under the federal securities

laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading

Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price

of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. (“Bloomberg”)

as of the time of the Holder’s execution of the applicable Notice of Exercise if such

Notice of Exercise is executed during “regular trading hours” on a Trading Day

and is delivered within two (2) hours thereafter (including until two (2) hours after the

close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof

or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice

of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant

to Section 2(a) hereof at least two (2) hours after the close of “regular trading hours”

on such Trading Day;

(B) =

the

Exercise Price of this Warrant, as adjusted hereunder; and

(X) =

the

number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance

with the terms of this Warrant if such exercise were by means of a cash exercise rather than

a cashless exercise.

“Bid

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

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

on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m.

(New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB Venture Market (“OTCQB”) or the OTCQX Best Market

(“OTCQX”) is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest

preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and

if prices for the Common Stock are then reported on the Pink Open Market (“Pink Market”) operated by the OTC Markets,

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

Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent

appraiser selected in good faith by the Holders of a majority in interest of the Securities then outstanding and reasonably acceptable

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

“VWAP”

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

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

on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m.

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

of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then

listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Market operated by the

OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per

share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an

independent appraiser selected in good faith by the Holders of a majority in interest of the Securities then outstanding and reasonably

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

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

Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised. The Company agrees not

to take any position contrary to this Section 2(c).

d) Mechanics

of Exercise.

Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by

the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository

Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant

in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale

of the Warrant Shares by the Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery

of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant

Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by

the date that is the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period,

in each case after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”).

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

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

provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier

of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case after the delivery

to the Company of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to

a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not

as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable

Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the third (3rd) Trading Day after the Warrant

Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds

such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains

outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed

in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date

of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior

to 4:00 p.m. (New York City time) on the Trading Day immediately prior to the Initial Exercise Date, which may be delivered at any time

after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by

4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for

purposes hereunder, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received

by such Warrant Share Delivery Date.

ii.

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

a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant

evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in

all other respects be identical with this Warrant.

iii.

Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section

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

iv.

Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to

the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions

of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required

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

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

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

the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds

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

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

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

was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock

that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the

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

of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately

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

the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing

herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without

limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares

of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise

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

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

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

vi.

Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax

or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company,

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

however, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when

surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may

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

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

(or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

vii.

Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise

of this Warrant, pursuant to the terms hereof.

e) Holder’s

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

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

after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any

other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons,

“Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined

below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its

Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with

respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable

upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates

or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the

Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise

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

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

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

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

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

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

securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is

exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the

Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together

with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the

Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination.

In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of

the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number

of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the

Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public

announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of

shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Trading Day

confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of

outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the

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

outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be [9.99/4.99%] of

the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock

issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership

Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the

number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon

exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the

Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company.

The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms

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

Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to

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

Section

3. Certain Adjustments.

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

makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares

of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this

Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse

stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the

Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which

the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event

and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of

shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant

shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for

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

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

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

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

holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire,

upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had

held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise

hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for

the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares

of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that to the

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

Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such

shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance

for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

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

other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital

or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend,

spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),

at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution

to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable

upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial

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

date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided,

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

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

the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution

shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder

exceeding the Beneficial Ownership Limitation).

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

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

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

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

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

sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the

outstanding Common Stock or 50% or more of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly,

in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory

share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property,

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

business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with

another Person or group of Persons whereby such other Person or group acquires 50% or more of the outstanding shares of Common Stock

or 50% or more of the voting power of the common equity of the Company (each a “Fundamental Transaction”), then, upon

any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable

upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to

any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation

or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)

receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is

exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this

Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such

Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental

Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the

relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the

securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate

Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company shall cause any successor

entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in

writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions

of this Section 3(d) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder

(without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange

for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to

this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity)

equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on

the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder

to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental

Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the

purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and

which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor

Entity shall be added to the term “Company” under this Warrant (so that from and after the occurrence or consummation of

such Fundamental Transaction, each and every provision of this Warrant and the other Transaction Documents referring to the “Company”

shall refer instead to each of the Company and the Successor Entity or Successor Entities, jointly and severally), and the Successor

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

and the Successor Entity or Successor Entities shall assume all of the obligations of the Company prior thereto under this Warrant and

the other Transaction Documents with the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally,

had been named as the Company herein. For the avoidance of doubt, the Holder shall be entitled to the benefits of the provisions of this

Section 3(d) regardless of (i) whether the Company has sufficient authorized shares of Common Stock for the issuance of Warrant Shares

and/or (ii) whether a Fundamental Transaction occurs prior to the Initial Exercise Date.

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

case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date

shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

Notice to Holder.

Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company

shall promptly deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment

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

ii.

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

the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the

Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of

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

any reclassification of the Common Stock, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any

sale or transfer of all or substantially all of its assets, or any compulsory share exchange whereby the Common Stock is converted into

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

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

address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective

date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution,

redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to

be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,

consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected

that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other

property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to

deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to

be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information

regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a

Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such

notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Section

4. Transfer of Warrant.

Transferability. This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable,

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

assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient

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

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

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

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

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

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

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

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

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

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

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

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

or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of

this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

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

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

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

and for all other purposes, absent actual notice to the contrary.

Section

5. Miscellaneous.

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

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

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

to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be

required to net cash settle an exercise of this Warrant.

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

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

and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant,

shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the

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

or stock certificate.

Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required

or granted herein shall not be a Trading Day, then such action may be taken or such right may be exercised on the next succeeding Trading

Day.

Authorized Shares.

The

Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a

sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.

The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with

the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all

such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any

applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants

that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise

of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly

issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof

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

Except

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

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

of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,

but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary

or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the

foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise

immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company

may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially

reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof,

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

Before

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

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

any public regulatory body or bodies having jurisdiction thereof.

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

in accordance with the provisions of the Purchase Agreement.

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

the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

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

operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision

of this Warrant or the Purchase Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant,

which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover

any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred

by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

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

be delivered in accordance with the notice provisions of the Purchase Agreement.

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

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

the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company

or by creditors of the Company.

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

be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate

compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to

assert the defense in any action for specific performance that a remedy at law would be adequate.

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

inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns

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

be enforceable by the Holder or holder of Warrant Shares.

Amendment. Other than Section 2(e) and this Section 5(l), which may not be modified, amended or waived, this Warrant may be modified

or amended or the provisions hereof waived with the written consent of the Company, on the one hand, and the Holder of this Warrant,

on the other hand.

Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid

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

be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining

provisions of this Warrant.

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

a part of this Warrant.

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

(Signature

Page Follows)

WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above

indicated.

Lantern

Pharma Inc.

By:

Name:

Title:

NOTICE

OF EXERCISE

To: LANTERN

PHARMA INC.

(1)

The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only

if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2)

Payment shall take the form of (check applicable box):

[ ] in lawful money of the United States; or

[ ] the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to

exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set

forth in subsection 2(c).

(3)

Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

The

Warrant Shares shall be delivered to the following DWAC Account Number:

_______________________________

[SIGNATURE

OF HOLDER]

Name

of Investing Entity: ________________________________________________________________________

Signature

of Authorized Signatory of Investing Entity: _________________________________________________

Name

of Authorized Signatory: ___________________________________________________________________

Title

of Authorized Signatory: ____________________________________________________________________

Date:

________________________________________________________________________________________

EXHIBIT B

ASSIGNMENT

FORM

(To

assign the foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrant to purchase

shares.)

FOR

VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Name:

(Please

Print)

Address:

(Please

Print)

Phone

Number:

Address:

Dated:

_______________ __, ______

Holder’s

Signature: _______________________________

Holder’s

Address: ________________________________

EX-4.2

Filename: ex4-2.htm · Sequence: 3

Exhibit 4.2

EXHIBIT B

NEITHER

THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION

OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED

(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS

OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE

OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

COMMON

STOCK PURCHASE WARRANT

Lantern

Pharma Inc.

Warrant Shares: _______

Issuance Date: May 14, 2026

Initial

Exercise Date: November 14, 2026

THIS

COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the

“Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set

forth, at any time on or after the Initial Exercise Date and on or prior to 5:00 p.m. (New York City time) on November 14, 2031

(the “Termination Date”) but not thereafter, to subscribe for and purchase from Lantern Pharma Inc., a Delaware corporation

(the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”)

of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise

Price, as defined in Section 2(b).

Section

1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain

Securities Purchase Agreement (the “Purchase Agreement”), dated May 12, 2026, among the Company and the purchasers

signatory thereto.

Section

2. Exercise.

Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time

or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF

copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”).

Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined

in Section 2(d)(i) herein), in each case following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise

Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer unless the cashless exercise procedure specified

in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall

any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything

herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased

all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this

Warrant to the Company for cancellation as soon as reasonably practicable following the date on which the final Notice of Exercise is

delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares

available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal

to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant

Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading

Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of

the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available

for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $2.27, subject to adjustment hereunder

(the “Exercise Price”).

Cashless Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus

contained therein is not available for the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole

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

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

(A) =

as applicable: (i) the VWAP on the Trading Day immediately

preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section

2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior

to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation NMS promulgated under the federal securities

laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of

the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P.

(“Bloomberg”) as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of

Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including

until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii)

the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of

Exercise is both executed and delivered pursuant to Section 2(a) hereof at least two (2) hours after the close of “regular trading

hours” on such Trading Day;

(B) =

the Exercise Price of this Warrant, as adjusted hereunder;

and

(X) =

the number of Warrant Shares that would be issuable upon

exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a

cashless exercise.