Form 8-K

8-K — Amesite Inc.

Accession: 0001213900-26-048326

Filed: 2026-04-28

Period: 2026-04-27

CIK: 0001807166

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0287970-8k_amesite.htm (Primary)

EX-4.1 — FORM OF PRE-FUNDED WARRANT (ea028797001ex4-1.htm)

EX-4.2 — FORM OF SERIES A-1 WARRANT (ea028797001ex4-2.htm)

EX-4.3 — FORM OF SERIES A-2 WARRANT (ea028797001ex4-3.htm)

EX-4.4 — FORM OF PLACEMENT AGENT WARRANT (ea028797001ex4-4.htm)

EX-5.1 — OPINION OF SHEPPARD, MULLIN, RICHTER & HAMPTON LLP (ea028797001ex5-1.htm)

EX-10.1 — FORM OF RD SECURITIES PURCHASE AGREEMENT (ea028797001ex10-1.htm)

EX-10.2 — FORM OF PIPE SECURITIES PURCHASE AGREEMENT (ea028797001ex10-2.htm)

EX-10.3 — FORM OF REGISTRATION RIGHTS AGREEMENT (ea028797001ex10-3.htm)

EX-99.1 — PRESS RELEASE OF AMESITE INC. DATED APRIL 27, 2026 (ea028797001ex99-1.htm)

EX-99.2 — PRESS RELEASE OF AMESITE INC. DATED APRIL 28, 2026 (ea028797001ex99-2.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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0001807166

2026-04-27

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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) April

27, 2026

Amesite Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39553

82-3431718

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I. R. S. Employer

Identification No.)

607 Shelby Street

Suite 700 PMB 214

Detroit, MI 48226

(Address of principal executive offices, including ZIP code)

(734) 876-8141

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K

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

☐

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

☐

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

☐

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

☐

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.0001 per share

AMST

The Nasdaq Stock Market LLC

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.

On April 27, 2026, Amesite

Inc. (the “Company”) entered into a securities purchase agreement (the “RD Purchase Agreement”) with certain institutional

investors, pursuant to which the Company agreed to sell to such investors, in a registered direct offering (the “Registered Direct”),

an aggregate of 696,866 shares of common stock of the Company (the “Common Stock”), at a purchase price of $1.435 per share

of Common Stock. The Shares were offered by the Company pursuant to its shelf registration statement on Form S-3 (File No. 333-282999),

which was declared effective by the Securities and Exchange Commission on December 18, 2024.

In a concurrent private placement

(the “Private Placement” and, together with the Registered Direct, the “Offerings”), the Company entered into

a securities purchase agreement (the “PIPE Purchase Agreement” and together with the RD Purchase Agreement, the “Purchase

Agreements”) with certain institutional investors, pursuant to which the Company agreed to issue and sell to such investors, (i)

pre-funded warrants (the “Pre-Funded Warrants”) to purchase 696,866 shares (the “Pre-Funded Warrant Shares”) of

Common Stock, (ii) Series A-1 warrants (the “Series A-1 Warrants”) to purchase an aggregate of 1,393,732 shares of Common

Stock and (iii) Series A-2 warrants (the “Series A-2 Warrants” and together with the Series A-1 Warrants, the “Common

Warrants” and together with the Pre-Funded Warrants, the Warrants) to purchase an aggregate of 1,393,732 shares of Common Stock

(such shares of Common Stock issuable upon exercise of the Pre-Funded Warrants and the Common Warrants, the “Warrant Shares”)

at a combined purchase price of $1.434 per Pre-Funded Warrant and accompanying Common Warrants. The Pre-Funded Warrants are exercisable

immediately at an exercise price of $0.001 per share and until the Pre-Funded Warrants are exercised in full. The Common Warrants will

be exercisable beginning on the date on which the Company obtains stockholder approval (the “Stockholder Approval Date”) at

an exercise price of $1.435 per share. The Series A-1 Warrants will expire five years after the later of (i) the effective date of the

Resale Registration Statement (as defined below) and (ii) the Stockholder Approval Date. The Series A-2 Warrants will expire eighteen

months after the later of (i) effective date of the Resale Registration Statement and (ii) the Stockholder Approval Date. The Common

Warrants may be exercised on a cashless basis if at the time of exercise there is no effective registration statement registering, or

the prospectus contained therein is not available for the resale of, the shares issuable upon exercise of Common Warrants. The exercise

price of the Common Warrants is subject to customary adjustments in the event of stock splits, stock dividends and similar recapitalization

transactions.

In addition, on April 27,

2026, the Company entered into PIPE Purchase Agreements with certain of its officers and directors, including Dr. Ann Marie Sastry, Ph.D,

its Chairman and CEO, and George Parmer, a member of its board of directors, pursuant to which the Company agreed to issue and sell to

such officers and directors in a private placement transaction (the “Insider-Led Private Placement”), (i) an aggregate of

418,118 shares of Common stock, (iii) Series A-1 Warrants to purchase an aggregate of 418,118 shares of Common Stock and (iii) Series

A-2 Warrants to purchase an aggregate of 418,118 shares of Common Stock at a combined purchase price of $1.435 per share and accompanying

Common Warrants.

The Warrants (other than the

Warrants issued to the Company’s officers and directors) contain beneficial ownership limitations which provide that the Company

shall not effect any exercise, and a holder shall not have the right to exercise, any portion of a Warrant to the extent that, after giving

effect to the exercise, such holder (together with such holder’s affiliates) would beneficially own in excess of 4.99% of the number

of shares of common stock outstanding immediately after giving effect to the issuance of shares issuable upon the exercise. This limitation

may be waived (up to a maximum of 9.99%) by a holder in its sole discretion upon not less than sixty-one (61) days’ prior notice

to the Company.

In connection with the PIPE

Purchase Agreement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with certain

institutional investors, pursuant to which the Company agreed to prepare and file a registration statement (the “Resale Registration

Statement”) with the Securities and Exchange Commission (the “SEC”) registering the resale of the PIPE Shares and the

Warrant Shares no later than 15 days after the date of the Registration Rights Agreement, and to use best efforts to have the registration

statement declared effective no later than 30 days after the date of the Registration Rights Agreement (or 60 days following the date

of the Registration Rights Agreement in the event of a “full review” by the SEC).

The closing of the Registered

Direct, the Private Placement and the Insider-Led Private Placement are expected to take place on April 28, 2026.

-1-

The aggregate gross proceeds

from Registered Direct and Private Placement are expected to be approximately $2 million, prior to deducting placement agent’s fees

and other offering expenses payable by the Company. The aggregate gross proceeds from the Insider-Led Private Placement are expected to

be approximately $600,000. The Company intends to use the net proceeds from the offering for working capital and other general corporate

purposes.

Upon completion of the Registered

Direct, Private Placement and Insider-Led Private Placement, the Company believes that its stockholders’ equity will be in excess

of $2.5 million necessary to regain compliance with Nasdaq’s minimum stockholder’ equity requirement. It is expected that

Nasdaq will continue to monitor the Company’s ongoing compliance with the stockholders’ equity requirement and, if at the

time of its next periodic report the Company does not evidence compliance, the Company may be subject to delisting. The Company is awaiting

Nasdaq’s determination that it has regained compliance.

The Warrants and the shares

issuable upon exercise of the Warrants were sold without registration under the Securities Act of 1933 (the “Securities Act”)

in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and Rule

506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state

laws.

The representations, warranties

and covenants contained in each of the Purchase Agreements were made solely for the benefit of the parties to each of the Purchase Agreements.

In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to each

of the Purchase Agreements and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from

what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, each of the Purchase Agreements is

included with this filing only to provide investors with information regarding the terms of the transaction, and not to provide investors

with any other factual information regarding the Company. Moreover, information concerning the subject matter of the representations and

warranties may change after the date of each of the Purchase Agreements, which subsequent information may or may not be fully reflected

in public disclosures.

On April 26, 2026, the Company

entered into an engagement agreement with H.C. Wainwright & Co., LLC, as exclusive placement agent (the “Placement Agent”),

pursuant to which the Placement Agent agreed to act as placement agent on a reasonable “best efforts” basis in connection

with the Offerings. The Company agreed to pay the Placement Agent an aggregate cash fee equal to 7.0% of the gross proceeds from the sale

of securities in the Offerings and a management fee equal to 1.0% of the gross proceeds raised in the Offerings. The Company also agreed

to issue the Placement Agent (or its designees) a warrant (the “Placement Agent Warrant”)

to purchase up to 7.0% of the aggregate number of shares of Common Stock sold in the Registered Direct, or warrants to purchase

up to 48,780 shares of Common Stock, at an exercise price equal to 125% of the offering price per share of Common Stock, or $1.7938 per

share. Additionally, the Company agreed to issue the Placement Agent (or its designees) a Placement

Agent Warrants to purchase up to 7.0% of the aggregate number of shares of Common Stock sold in the Private Placement, or warrants

to purchase up to 48,781 shares of Common Stock, at an exercise price equal to 125% of the offering price per share of Common Stock, or

$1.7938 per share. The Placement Agent Warrants are exercisable immediately upon issuance for a period of five years following the commencement

of the sales pursuant to the Offerings, In addition, in connection with the Registered Direct, the Company agreed to pay the Placement

Agent up to $17,500 for fees and expenses of legal counsel and other out-of-pocket expenses. The Company also agreed to pay the Placement

Agent up to $17,500 for fees and expenses of legal counsel and other out-of-pocket expenses in connection with the Private Placement.

The foregoing descriptions

of the Series A-1 Warrant, Series A-2 Warrant, Placement Agent Warrant, RD Purchase Agreement, PIPE Purchase Agreement and Registration

Rights Agreement are not complete and are qualified in their entirety by reference to the full text of the form of Series A-1 Warrant,

form of Series A-2 Warrant, form of Placement Agent Warrant, form of RD Purchase Agreement, form of PIPE Purchase Agreement, and form

of Registration Rights Agreement, copies of which are filed as Exhibits 4.1, 4.2, 4.3, 10.1, 10.2 and 10.3, respectively, to this Current

Report on Form 8-K and are incorporated by reference herein.

The legal opinion and consent

of Sheppard, Mullin, Richter & Hampton LLP relating to the validity of the securities issued in the Registered Direct is filed herewith

as Exhibit 5.1.

-2-

Item 3.02 Unregistered Sales of Equity Securities.

Reference is made to the disclosure

under Item 1.01 above which is hereby incorporated in this Item 3.02 by reference.

The Pre-Funded Warrants, Warrants

and the Placement Agent Warrants and the shares issuable upon exercise of the Warrants and Placement Agent Warrants have not been registered

under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and are being offered

and sold in reliance on the exemption from registration under the Securities Act, afforded by Section 4(a)(2) and/or Rule 506 promulgated

thereunder.

Item 8.01 Other Events.

On April 27, 2026, the Company

issued a press release announcing the pricing of the Offering. On April 28, 2026, the Company issued a press release announcing

the pricing of the Insider-Led Private Placement. Copies of such press releases are furnished as Exhibits 99.1 and 99.2, respectively,

to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

4.1

Form of Pre-Funded Warrant

4.2

Form of Series A-1 Warrant

4.3

Form of Series A-2 Warrant

4.4

Form of Placement Agent Warrant

5.1

Opinion of Sheppard, Mullin, Richter & Hampton LLP

10.1

Form of RD Securities Purchase Agreement

10.2

Form of PIPE Securities Purchase Agreement

10.3

Form of Registration Rights Agreement

99.1

Press release of Amesite Inc. dated April 27, 2026

99.2

Press release of Amesite Inc. dated April 28, 2026

104

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

-3-

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: April 28, 2026

Amesite Inc.

/s/ Ann Marie Sastry, Ph.D

Ann Marie Sastry, Ph.D

Chief Executive Officer

-4-

EX-4.1 — FORM OF PRE-FUNDED WARRANT

EX-4.1

Filename: ea028797001ex4-1.htm · Sequence: 2

Exhibit 4.1

PRE-FUNDED COMMON STOCK PURCHASE WARRANT

AMESITE

INC.

Warrant Shares: _______

Issue Date:______, 2026

Initial Exercise Date: _______, 2026

THIS PRE-FUNDED 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, to subscribe for

and purchase from Amesite Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment

hereunder, the “Warrant Shares”) of the Company’s shares of 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 [_______, 2026, among the Company and the purchasers signatory

thereto.

Section 2. Exercise.

a) 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 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 on the 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.

b) Exercise

Price. The aggregate exercise price of this Warrant, except for a nominal exercise price of $0.001 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 $0.001 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. The remaining unpaid exercise price per share of Common Stock under this Warrant shall be $0.001, subject

to adjustment hereunder (the “Exercise Price”).

c) 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) = 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) 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 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 the OTCQB Venture Market (“OTCQB”), the OTCQX Best

Market (“OTCQX”) or the OTCID Basic Market (“OTCID”) is not a Trading Market, the volume weighted

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

Stock is not then listed or quoted for trading on OTCQB, OTCQX or OTCID and if prices for the Common Stock are then reported on the Pink

Limited Market (“Pink Market”) (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 Warrants 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 the OTCQB, OTCQX or OTCID is not a Trading Market, the volume weighted

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

Stock is not then listed or quoted for trading on OTCQB, OTCQX or OTCID and if prices for the Common Stock are then reported on the Pink

Market (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 Warrants 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.

i. Delivery

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

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

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

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

Shares by the Holder or (B) the 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 after delivery of the aggregate Exercise Price to the Company (if applicable), and (ii) the number

of Trading Days comprising the Standard Settlement Period, in each case (i) or (ii), 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 by the Warrant Share Delivery Date. If the Company fails for any reason to deliver

to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, 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 12:00 p.m. (New York City time) on 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.

v. No

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

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

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

Exercise Price or round up to the next whole share.

vi. Charges,

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

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

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

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

exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition

thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent

fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing

corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

vii. Closing

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

pursuant to the terms hereof.

e) Holder’s

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

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

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

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

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

the number of 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.

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. 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 [4.99%/9.99%]

of the number of shares of 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 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.

a) Stock

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

a distribution or distributions on 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.

b) Subsequent

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

any Common 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).

c) Pro

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

of its assets (or rights to acquire its assets) to holders of 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).

d) 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 assets of the

Company 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 greater than 50% of the outstanding Common Stock

or greater than 50% of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in one or more

related transactions effects any reclassification, reorganization or recapitalization of 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 greater than 50% of the outstanding shares of Common Stock or greater than

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

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

immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in

Section 2(e) on the exercise of this Warrant), the number of 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.

e) Calculations.

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

of this Section 3, the number of 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.

f) Notice

to Holder.

i. Adjustment

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

deliver to the Holder by 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.

a) Transferability.

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

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

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

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

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

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

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

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

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

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

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

b) New

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

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

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

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

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

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

c) Warrant

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

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

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

purposes, absent actual notice to the contrary.

Section 5. Miscellaneous.

a) No

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

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

forth in Section 3. Without limiting 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.

b) Loss,

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

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

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

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

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

c) Saturdays,

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

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

d) Authorized

Shares.

The Company covenants

that, 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.

e) 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.

f) Restrictions.

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

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

g) Nonwaiver

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

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

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

to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but

not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts

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

h) Notices.

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

accordance with the notice provisions of the Purchase Agreement. Notwithstanding anything herein or in the Purchase Agreement to the contrary,

any public filing by the Company with the Commission via EDGAR shall be deemed to be effective notice to the Holders for all purposes

for which notice is required hereunder.

i) Limitation

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

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

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

Company.

j) Remedies.

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

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

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

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

k) Successors

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

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

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

by the Holder or holder of Warrant Shares.

l) Amendment.

Other than Section 2(e) above 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.

m) Severability.

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

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

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

n) Headings.

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

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

(Signature Page Follows)

IN WITNESS WHEREOF, the Company

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

AMESITE INC.

By:

Name:

Title:

NOTICE OF EXERCISE

To: AMESITE

INC.

(1) The

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

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

(2) Payment

shall take the form of (check applicable box):

☐ in

lawful money of the United States; or

☐ if

permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection

2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise

procedure set forth in subsection 2(c).

(3) Please

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

_______________________________

The Warrant Shares shall be delivered to the following

DWAC Account Number:

_______________________________

[SIGNATURE

OF HOLDER]

Name of Investing Entity: ________________________________________________________________________

Signature of Authorized Signatory of Investing

Entity: _________________________________________________

Name of Authorized Signatory: ___________________________________________________________________

Title of Authorized Signatory: ____________________________________________________________________

Date: ________________________________________________________________________________________

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:

Email Address:

Dated: _______________ __, ______

Holder’s Signature:_______________

Holder’s Address:______________

EX-4.2 — FORM OF SERIES A-1 WARRANT

EX-4.2

Filename: ea028797001ex4-2.htm · Sequence: 3

Exhibit 4.2

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.

SERIES A-1 COMMON STOCK PURCHASE WARRANT

Amesite

Inc.

Warrant Shares: _______

Issue Date:______, 2026

THIS SERIES [A-1][A-2] 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 Stockholder Approval Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the

five (5) year anniversary of the later of (x) the Initial Exercise Date and (y) the Effective Date, provided that, if such date is not

a Trading Day, the immediately following Trading Day (the “Termination Date”) but not thereafter, to subscribe for

and purchase from Amesite Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment

hereunder, the “Warrant Shares”) of the Company’s shares of 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 April 27, 2026, among the Company and the purchasers signatory

thereto.

Section 2. Exercise.

a) 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.

b) Exercise

Price. The exercise price per share of Common Stock under this Warrant shall be $1.435, subject to adjustment hereunder (the

“Exercise Price”).

c) 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: