Form 8-K

8-K — ADIAL PHARMACEUTICALS, INC.

Accession: 0001213900-26-067711

Filed: 2026-06-11

Period: 2026-06-11

CIK: 0001513525

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Unregistered Sales of Equity Securities

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0294448-8k_adial.htm (Primary)

EX-2.1 — AGREEMENT AND PLAN OF MERGER, DATED JUNE 11, BY AND AMONG ADIAL PHARMACEUTICALS, INC., ADIAL FIRST MERGER SUB, INC., ADIAL SECOND MERGER SUB, LLC AND AZORA THERAPEUTICS, INC (ea029444801ex2-1.htm)

EX-3.1 — CERTIFICATE OF DESIGNATION OF SERIES A NON-VOTING CONVERTIBLE PREFERRED STOCK, DATED JUNE 11, 2026 (ea029444801ex3-1.htm)

EX-4.1 — FORM OF PRE-FUNDED WARRANT (FINANCING) (ea029444801ex4-1.htm)

EX-4.2 — FORM OF WARRANT (FINANCING) (ea029444801ex4-2.htm)

EX-4.3 — FORM OF PRE-FUNDED WARRANT (NOTE EXCHANGE) (ea029444801ex4-3.htm)

EX-4.4 — FORM OF WARRANT (NOTE EXCHANGE) (ea029444801ex4-4.htm)

EX-10.1 — FORM OF SECURITIES PURCHASE AGREEMENT, DATED AS OF JUNE 11, 2026, BY AND AMONG ADIAL PHARMACEUTICALS, INC. AND EACH INVESTOR LISTED ON EXHIBIT A THERETO (ea029444801ex10-1.htm)

EX-10.2 — FORM OF EXCHANGE AGREEMENT, DATED AS OF JUNE 11, 2026, BY AND AMONG ADIAL PHARMACEUTICALS, INC. AND EACH NOTE HOLDER LISTED ON EXHIBIT A THERETO (ea029444801ex10-2.htm)

EX-10.3 — FORM OF REGISTRATION RIGHTS AGREEMENT, BY AND AMONG ADIAL PHARMACEUTICALS, INC. AND THE INVESTORS SIGNATORY THERETO (ea029444801ex10-3.htm)

EX-10.4 — AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT BETWEEN ADIAL PHARMACEUTICALS, INC. AND CARY J. CLAIBORNE, EFFECTIVE JUNE 11, 2026 (ea029444801ex10-4.htm)

EX-10.5 — AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN ADIAL PHARMACEUTICALS, INC. AND TONY GOODMAN, EFFECTIVE JUNE 11, 2026 (ea029444801ex10-5.htm)

EX-10.6 — AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN ADIAL PHARMACEUTICALS, INC. AND VINAY SHAH, EFFECTIVE JUNE 11, 2026 (ea029444801ex10-6.htm)

EX-99.1 — PRESS RELEASE ISSUED ON JUNE 11, 2026 (ea029444801ex99-1.htm)

EX-99.2 — INVESTOR PRESENTATION, DATED JUNE 2026 (ea029444801ex99-2.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (date of earliest event reported):

June 11, 2026

Adial Pharmaceuticals, Inc.

(Exact name of registrant as specified in charter)

Delaware

(State or other jurisdiction of incorporation)

001-38323

82-3074668

(Commission

File Number)

(IRS

Employer Identification No.)

4870 Sadler Road, Ste 300

Glen Allen, VA 23060

(Address of principal executive offices and

zip code)

(804) 487-8196

(Registrant’s telephone number including

area code)

(Former Name and Former Address)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of 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(b) 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

Symbols

Name

of each exchange on which registered

Common

Stock

ADIL

The Nasdaq Stock Market LLC

((Nasdaq Capital Market)

Indicate by check mark whether the registrant

is an emerging growth company as defined in 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 checkmark

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.

Agreement and Plan of Merger

On June 11, 2026, Adial Pharmaceuticals, Inc.,

a Delaware corporation (the “Company” or “Adial”), acquired Azora Therapeutics, Inc.,

a Delaware corporation (“Azora”), in accordance with the terms of the Agreement and Plan of Merger, dated June

11, 2026 (the “Merger Agreement”), by and among the Company, Adial Merger Sub, Inc., a Delaware corporation

and a wholly owned subsidiary of the Company (“First Merger Sub”), Adial Second Merger Sub, LLC, a Delaware

limited liability company and wholly owned subsidiary of the Company (“Second Merger Sub”), and Azora. Pursuant

to the Merger Agreement, First Merger Sub merged with and into Azora, pursuant to which Azora was the surviving corporation and became

a wholly owned subsidiary of the Company (the “First Merger” and the effective time of the First Merger, the

“First Effective Time”). Immediately following the First Merger, Azora merged with and into Second Merger Sub,

pursuant to which Second Merger Sub was the surviving entity and a wholly owned subsidiary of the Company (together with the First Merger,

the “Merger”). The Merger is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes.

Under the terms of the Merger Agreement, upon

the consummation of the Merger (the “Merger Closing”), in exchange for the outstanding shares of capital stock

of Azora immediately prior to the effective time of the First Merger, the Company issued to the stockholders of Azora an aggregate of

(i) 437,474 shares of its Common Stock, par value $0.001 per share (the “Common Stock”), and (ii) 12,930.617

shares of its Series A Non-Voting Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”)

(as described below), each share of which is convertible into 1,000 shares of Common Stock, subject to certain conditions described below.

Reference is made to the discussion of the Series

A Preferred Stock in Item 5.03 of this Current Report on Form 8-K (this “Current Report”), which is incorporated

into this Item 1.01 by reference.

Shares of Common Stock held by the holders thereof

immediately prior to the First Effective Time remain outstanding and unaffected by the Merger. Immediately following the consummation

of the Merger, but prior to giving effect to the Financing (as defined below) and the Azora Note Exchange (as defined below), assuming

the conversion of all of the shares of Series A Preferred Stock issued pursuant to the Merger Agreement into shares of Common Stock (without

giving effect to any beneficial ownership limitations), pre-Merger equityholders of the Company hold approximately 13.1% of the issued

and outstanding shares of Common Stock and former equityholders of Azora hold approximately 86.9% of the issued and outstanding shares

of Common Stock, on a fully diluted basis.

Pursuant to the terms of the Merger Agreement,

each option to purchase Azora common stock that was outstanding immediately prior to the First Effective Time was assumed by the Company

and was converted into an option to purchase shares of Common Stock (collectively, the “Assumed Options”).

No portion of the Assumed Options will be exercisable unless and until the Assumed Option Exercise Proposal (as defined below) is approved

by the Company’s stockholders. Once exercisable, the Assumed Options will be exercisable for an aggregate of 1,177,782 shares of

Common Stock.

Pursuant to the Merger Agreement, the Purchase

Agreement (as defined below) and the Exchange Agreements (as defined below), the Company has agreed to hold a stockholders’ meeting

to submit the following matters to its stockholders for their consideration (i) the approval, in accordance with certain of the rules

of the Nasdaq Stock Market, LLC (“Nasdaq”) of the conversion of the Series A Preferred Stock into shares of

Common Stock (the “Conversion Proposal”); (ii) the approval in accordance with certain of the rules of Nasdaq

of the exercise of the Assumed Options (the “Assumed Option Exercise Proposal”); (iii) the approval in accordance

with certain of the rules of Nasdaq of the exercise of the pre-funded warrants to purchase up to an aggregate of 11,780,948 shares of

Common Stock (collectively, the “Initial Closing Pre-Funded Warrants”) issued to the PIPE Investors (as defined

below) and the Azora Noteholders (as defined below) at the initial closing of the Financing and Note Exchange into shares of Common Stock

(the “Initial Closing Proposal”); (iv) the approval in accordance with certain of the rules of Nasdaq of the

exercise of the pre-funded warrants to purchase up to an aggregate of 11,780,948 shares of Common Stock (the “Milestone Pre-Funded

Warrants”) and common warrants to purchase up to 11,780,948 shares of Common Stock (collectively, the “Milestone

Incentive Warrants” and, together with the Initial Closing Pre-Funded Warrants and the Milestone Pre-Funded Warrants, the

“Warrants”) that may be issued to PIPE Investors and the Azora Noteholders at the milestone closings pursuant

to the terms of the Purchase Agreement and the Note Exchange Agreements, respectively, if any, into shares of Common Stock (the “Milestone

Closing Proposal”); (v) the approval of a “change of control” under Nasdaq Listing Rules 5110 and 5635(b) (the

“Change in Control Proposal”); (vi) if deemed necessary or appropriate, the amendment of the Company’s

certificate of incorporation to authorize sufficient shares of Common Stock for the conversion of the Series A Preferred Stock and exercise

of the Assumed Options issued pursuant to the Merger Agreement and the exercise of the Warrants to the PIPE Investors and the Azora Noteholders

pursuant to the Purchase Agreement and Note Exchange Agreements (the “Charter Amendment Proposal” and, together

with the Conversion Proposal and the Change in Control Proposal, the “Company Stockholder Matters”); (vii)

to the extent deemed necessary, the amendment of the Company’s certificate of incorporation to effectuate a reverse stock split

of all outstanding shares of Common Stock at a reverse stock split ratio to be reasonably determined by the Company for the purpose of

maintaining compliance with Nasdaq listing standards; and (viii) the approval of a new 2026 Equity Incentive Plan of the Company, which

will provide for new awards for a number of shares of Common Stock not exceeding 10% of the fully diluted shares of capital stock of

the Company outstanding immediately after the Financing, and subject to approval by the board of directors of the Company (the “Board”),

and which will include an annual increase pursuant to an “evergreen” provision providing for an annual increase of up to

5% of the total number of fully diluted shares of capital stock of the Company outstanding as of the day prior to such increase, and

the approval of a new 2026 Employee Stock Purchase Plan, with a total pool of shares of Common Stock not exceeding 1% of the fully diluted

shares of capital stock of the Company outstanding immediately after the Financing, and which shall include an annual increase pursuant

to an “evergreen” provision providing for an annual increase of up to 1% of the total number of fully diluted shares of capital

stock of the Company outstanding as of the day prior to such increase (matters contemplated in items (i) to (viii) collectively, the

“Meeting Proposals”); and (ix) to make such other changes as may be mutually agreed by the Company and Azora.

In connection with these matters, the Company intends to file with the Securities and Exchange Commission (the “SEC”)

a proxy statement and other relevant materials.

The Board unanimously approved the Merger Agreement

and the related transactions and agreements, and the consummation of the Merger did not require the approval of the Company’s stockholders.

The foregoing description of the Merger and the

Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement,

a copy of which is filed as Exhibit 2.1 to this Current Report and is incorporated herein by reference.

The issuance of the shares of Common Stock and

Preferred Stock issued to Azora stockholders pursuant to the Merger Agreement was exempt from registration pursuant to Section 4(a)(2)

of the Securities Act of 1933, as amended (the “Securities Act”), promulgated thereunder, as a transaction

by an issuer not involving a public offering.

The Merger Agreement has been included as an

exhibit to this Current Report to provide investors and security holders with information regarding its terms. It is not intended to

provide any other factual information about the Company or Azora. The Merger Agreement contains representations, warranties and covenants

that the Company and Azora made to each other as of specific dates. The assertions embodied in those representations, warranties and

covenants were made solely for purposes of the Merger Agreement between the Company and Azora, and may be subject to important qualifications

and limitations agreed to by the Company and Azora in connection with negotiating its terms, including being qualified by confidential

disclosures exchanged between the parties in connection with the execution of the Merger Agreement. Moreover, the representations and

warranties may be subject to a contractual standard of materiality that may be different from what may be viewed as material to investors

or securityholders, or may have been used for the purpose of allocating risk between the Company, on the one hand, and Azora on the other

hand, rather than establishing matters as facts. Moreover, information concerning the subject matter of the representations and warranties

may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s

public disclosures. For the foregoing reasons, no person should rely on the representations and warranties as statements of factual information

at the time they were made or otherwise.

Support Agreements

In connection with the execution of the Merger

Agreement, the Company and Azora entered into stockholder support agreements (the “Support Agreements”) with

certain of the Company’s officers and directors (solely in their capacity as stockholders). The Support Agreements provide that, among other things, each of the parties thereto has agreed to

vote or cause to be voted all of the shares of Common Stock owned by such stockholder in favor of the Meeting Proposals at the Company

stockholders’ meeting to be held in connection therewith, subject to and in accordance with the terms of the Support Agreements.

The foregoing description of the Support Agreements

does not purport to be complete and is qualified in its entirety by reference to the form of the Support Agreement, which is provided

as Exhibit D to the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report and incorporated herein by reference.

Lock-up Agreements

Concurrently and in connection with the execution

of the Merger Agreement, certain of the officers, directors and stockholders of Azora as of immediately prior to the Merger, and certain

of the directors and officers of the Company as of immediately prior to the Merger entered into lock-up agreements (the “Lock-up

Agreements”) with the Company and Azora, pursuant to which each such officer, director and stockholder will be subject

to a 180-day lockup on the sale or transfer of shares of Common Stock, or any securities convertible, exercisable or exchangeable for

Common Stock, held by each such officer, director or stockholder at the Merger Closing (other than in accordance with the terms of the

Merger Agreement).

In addition to the foregoing, the Certificate

of Designation of Preferences, Rights and Limitations of the Series A Preferred Stock (the “Certificate of Designation”)

contains additional lock up restrictions with respect to the shares of Series A Preferred Stock issued to Azora stockholders as consideration

in the Merger and the shares of Common Stock issuable upon conversion thereof, which restrictions are discussed in further detail below.

The foregoing description of the Lock-up Agreements

does not purport to be complete and is qualified in its entirety by reference to the form of the Lock-up Agreement, which is provided

as Exhibit B to the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report and incorporated herein by reference.

The Financing

On June 11, 2026, in connection with and as a

condition to closing of the Merger, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”)

with the purchasers named therein (the “PIPE Investors”), pursuant to which the Company agreed to issue and

sell to the PIPE Investors, in a private placement transaction, (i) at the initial closing (the “Initial Closing”)

Initial Closing Pre-Funded Warrants to purchase an aggregate of 9,749,345 shares of Common Stock, at a price of $2.7489 per Initial Closing

Pre-Funded Warrant (the “Purchase Price”), for an aggregate purchase price of $26.8 million; and (ii) at one

or more subsequent closings (each, a “Milestone Closing”), Milestone Pre-Funded Warrants to purchase up to

9,749,345 an aggregate of shares of Common Stock and Milestone Incentive Warrants to purchase up to an aggregate of 9,749,345 shares

of Common Stock, at a combined price equal to the Purchase Price per Milestone Pre-Funded Warrant and Milestone Incentive Warrant, for

an aggregate purchase price of up to $26.8 million (collectively, the “Financing”).

The Initial Closing is expected to close on or

about June 12, 2026. The net proceeds to the Company from the Initial Closing is expected to be approximately $25.3 million, after

deducting placement agent fees and the payment of other offering expenses associated with the Financing that were payable by the Company.

Pursuant to the Purchase Agreement, upon achievement

of either of the following events (each, a “Milestone Event), the Company shall provide written notice to each of

the PIPE Investors of such Milestone Event (the “Milestone Event Notice” and the date the Milestone Closing

Notice is delivered, the “Milestone Event Notice Date”):

1. the Company’s public announcement,

via a press release on a nationally recognized news wire or the filing of a Current Report

on Form 8-K with the SEC, that the first human has been dosed with AT177 in a Phase 1 clinical

trial (in an SAD/MAD study)or acceptance of the IND (meaning 30 days past IND submission

with no clinical hold); or

2. the achievement of a VWAP per share of

the Common Stock equal to or greater than 400% of the Purchase Price (subject to appropriate,

proportional adjustment for any stock splits or combinations of the Common Stock occurring

after the date of the Agreement) measured during any 10 consecutive Trading Days during any

30 Trading Day period.

Regardless of whether a Milestone Event has occurred,

each PIPE Investor shall have the right to complete one or more additional purchases of Milestone Pre-funded Warrants and Milestone Incentive

Warrants at additional closings (each such additional closing, a “Milestone Closing”) at any time following

the Initial Closing Date and prior to the date that is 30 calendar days following the Milestone Event Notice. Pursuant to the Purchase

Agreement (the “Milestone Funding Period Expiration”), at a Milestone Closing, the Company agreed to sell,

and each such participating PIPE Investor, severally and not jointly, has the right, but not the obligation to purchase, a number of

Milestone Pre-funded Warrants and Milestone Incentive Warrants (collectively, the “Milestone Warrants”) based

on the pro rata amount of their investment in the Initial Closing; provided, however, that in the event a PIPE Investor exercises, prior

to such PIPE Investor completing a Milestone Closing, any of the Initial Closing Pre-funded Warrants for shares of Common Stock, such

PIPE Investor will only be eligible to participate in a Milestone Closing to purchase that percentage of Milestone Warrants that is equal

to the quotient obtained by dividing (i) the number of such PIPE Investor’s Initial Closing Pre-funded Warrants that remain unexercised

and held by the PIPE Investor by (ii) the total number of such PIPE Investor’s Initial Closing Prefunded Warrants.

Each Initial Closing Pre-Funded Warrant and each

Milestone Pre-Funded Warrant (collectively, the “Pre-Funded Warrants”) will have an exercise price per share

of Common Stock equal to $0.001, will never expire until fully exercised, and, subject to receipt of stockholder approval of the Financing

Initial Closing Proposal and Financing Milestone Closing Proposal, as applicable, and certain beneficial ownership limitations and other

limitations, will be immediately exercisable from the date of stockholder approval for one share of Common Stock. The Milestone Incentive

Warrants will have an exercise price per share of Common Stock equal to the Purchase Price, will expire five years from the date of issuance,

and, subject to receipt of stockholder approval of the Financing Initial Closing Proposal and Financing Milestone Closing Proposal, as

applicable, and certain beneficial ownership limitations and other limitations, will be immediately exercisable from their date of stockholder

approval for one share of Common Stock.

The Warrants may not be exercised by the holders

thereof unless and until the Company receives stockholder approval of the Financing Initial Closing Proposal and Financing Milestone

Closing Proposal, as applicable to the respective Warrants. The Company is prohibited from effecting an exercise of any Warrants to the

extent that such exercise would result in the number of shares of Common Stock beneficially owned by such holder and its affiliates exceeding

4.99% (or 9.99% or up to 19.99%, at election of the holder) of the total number of shares of Common Stock outstanding immediately after

giving effect to the exercise (the “Beneficial Ownership Limitation”), which percentage may be increased or decreased at

the holder’s election, not to exceed 19.99%. Any increase to the Beneficial Ownership Limitation will not be effective until the

61st day after such notice is delivered to the Company.

Pursuant to the Purchase Agreement, subject to

certain exceptions, from the Initial Closing Date until the date that is ten business days following the later of (i) the Milestone Funding

Period Expiration (or, if earlier, the date on which all PIPE Investors have (x) closed their Milestone Closing or (y) have lost their

right to participate in a Milestone Closing) and (ii) provided that a resale registration statement covering the shares of Common Stock

underlying the Initial Closing Pre-funded Warrants is effective, the Shareholder Approval Date (as defined in the Form of Pre-funded

Warrant), the Company shall not, without the prior written consent of the PIPE Investors holding a majority of the then-outstanding Pre-funded

Warrants, issue shares of Common Stock or common stock equivalents at a price per share of Common Stock that is less than $4.25.

Wendy Young, who was appointed as a director

of the Company in connection with the Merger, as discussed in further detail in Item 5.02 below, is participating in the Financing and

agreed to purchase Initial Closing Pre-Funded Warrants to purchase 36,378 shares of Common Stock for an aggregate purchase price of

$100,000 at the Initial Closing.

Lucid Capital Markets, LLC (“Lucid”)

served as the Company’s exclusive placement agent in connection with the Financing pursuant to an engagement agreement (the “Engagement

Agreement”), dated April 23, 2026 and amended on June 11, 2026, entered into between the Company and Lucid, pursuant to

which Lucid is entitled to receive (i) a cash fee equal to 5.0% of the aggregate gross proceeds of the Initial Closing of the Financing,

provided that Lucid is only entitled to receive a cash fee equal to 2.5% of the aggregate gross proceeds raised from certain investors.

The issuance of the Warrants to the PIPE Investors

will be exempt from registration pursuant to Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public

offering.

The foregoing summary of the Purchase Agreement,

the Pre-Funded Warrants to be issued to the PIPE Investors and the Milestone Incentive Warrants to the issued to the PIPE Investors does

not purport to be complete and is qualified in its entirety by reference to the full text of the forms of the Purchase Agreement, Pre-Funded

Warrant (Financing) and Common Warrant (Financing), copies of which are filed as Exhibits 10.2, 4.1 and 4.2 to this Current Report, and

are incorporated by reference herein.

Azora Note Exchange

Pursuant to the terms of the Merger Agreement,

upon the Merger Closing, the Company agreed to guaranty the payment of $5.5 million in principal amount of amended and restated convertible

promissory notes issued by Azora (the “Azora Notes”) to certain individuals (collectively, the “Azora

Noteholders”). On June 11, 2026, the Company entered into exchange agreements (the “Exchange Agreements”)

with the Azora Noteholders to extinguish the payment guarantee and retire the Azora Notes in exchange for Initial Closing Pre-Funded

Warrants to purchase an aggregate of 2,031,603 shares of Common Stock (the “Azora Note Exchange”). As a result

of the Azora Note Exchange, all such Azora Notes have been deemed to be repaid in full and all outstanding obligations thereunder have

been extinguished.

Pursuant to the Exchange Agreements, the Azora

Noteholders are entitled to participate in Milestone Closings to purchase Milestone Pre-Funded Warrants to purchase up to an aggregate

of 2,031,603 shares of Common Stock and Milestone Incentive Warrants to purchase up to an aggregate of 2,031,603 shares of Common Stock,

at a combined price equal to the Purchase Price, on substantially the same terms as the PIPE Investors under the Purchase Agreement.

The issuance of the Warrants to the Azora Noteholders

in accordance with the Exchange Agreements was, and to the extent not issued, will be, exempt from registration pursuant to Section 4(a)(2)

of the Securities Act as a transaction by an issuer not involving a public offering.

The foregoing description of the Exchange Agreements,

the Pre-Funded Warrants issued to the Azora Noteholders and the Milestone Incentive Warrants to the issued to the Azora Noteholders does

not purport to be complete and is qualified in its entirety by reference to the full text of the forms of Exchange Agreement, Pre-Funded

Warrant (Note Exchange) and Common Warrant (Note Exchange), copies of which are filed as Exhibits 10.2, 4.3 and 4.4 to this Current Report,

and are incorporated by reference herein.

Following the consummation of the Initial Closing

of the Financing, the consummation of the Azora Note Exchange and the consummation of the Merger, assuming the full exercise of the Initial

Closing Pre-Funded Warrants issued to the Azora Noteholders in the Azora Note Exchange into shares of Common Stock and the full exercise

of the Initial Closing Pre-Funded Warrants issued to the Pipe Investors at the Initial Closing of the Financing into shares of Common

Stock, and further assuming the conversion of all shares of Series A Preferred Stock issued to Azora stockholders pursuant to the Merger

Agreement into shares of Common Stock (in each case, without giving effect to any beneficial ownership limitations), pre-Merger equityholders

of the Company will hold approximately 7.7% of the issued and outstanding shares of Common Stock, former equityholders of Azora will

hold approximately 51.0% of the issued and outstanding shares of Common Stock, former Noteholders of Azora will hold approximately 7.1%

of the issued and outstanding shares of Common Stock, and the PIPE Investors will hold approximately 34.2% of the issued and outstanding

shares of Common Stock, on a fully diluted basis.

Registration Rights Agreement

In connection with the closing of the Merger,

Financing and Note Exchange, and as a condition to closing of the Merger, on June 11, 2026, the Company entered into a Registration Rights

Agreement (the “Registration Rights Agreement”) with the several investors signatory thereto. Pursuant to the

Registration Rights Agreement, the Company agreed, as promptly as practicable following the Initial Closing (and in any event within

80 days following the Initial Closing Date), to prepare and file with the SEC, a registration statement on Form S-3 (or, if Form S-3

is not then available to the Company, on such form of registration statement as is then available) (the “Initial Registration

Statement”) to register for resale of the shares of Common Stock issued pursuant to the Merger Agreement, the shares of

Common Stock issuable upon conversion of the shares of Series A Preferred Stock issued pursuant the Merger Agreement, the shares of Common

Stock issuable upon exercise of the Initial Closing Pre-Funded Warrants and any other Warrants that will be issued to the PIPE Investors

pursuant to the Purchase Agreement and the Azora Noteholders pursuant to the Note Exchange Agreements prior to filing such registration

statement. Additionally, following the date on which the purchase price paid by investors and Azora Noteholders in connection with all

Milestone Closings for which the underlying shares have not yet be registered equals $5,000,000 in the aggregate (the “Initial

Milestone Registration Trigger Date”), and thereafter, following the date on which the aggregate purchase price paid by

the investors and Azora Noteholders in connection with all additional Milestone Closings after the Initial Milestone Registration Trigger

Date, for which the underlying shares have not yet be registered equals or exceeds $3,000,000 in the aggregate (together with the Initial

Milestone Registration Trigger Date, each a “Milestone Registration Trigger Date”), the Company agreed, as

promptly as practicable following the applicable Milestone Registration Trigger Date (and in any event within 30 days following such

Milestone Registration Trigger Date), to prepare and file with the SEC, an additional registration statement on Form S-3 (or, if Form

S-3 is not then available to the Company, on such form of registration statement as is then available) (each such additional registration

statement, a “Milestone Registration Statement”) to register for resale all shares of Common Stock underlying

the Warrants issued pursuant to such applicable Milestone Closings not already registered. The Company further agreed to use its reasonable

best efforts to have (i) the Initial Registration Statement declared effective by (a) no later than 120 calendar days following the earlier

of the initial filing date of the Initial Registration Statement or the applicable filing deadline, if the SEC notifies the Company that

it will not review the Initial Registration Statement and (b) no later than the 150th calendar day following the initial filing

deadline of the Initial Registration Statement or the applicable filing deadline, if the SEC notifies the Company that it will review

the Initial Registration Statement; and (ii) each Milestone Registration Statement declared effective by no later than the earlier of

(a) the 60th calendar day following the earlier of the initial filing date of the Milestone Registration Statement or the applicable

filing deadline, if the SEC notifies the Company that it will review the Milestone Registration Statement and (b) the 5th

business day after the SEC notifies the Company that it will not review the Milestone Registration Statement or that it is not subject

to further review.

If a registration statement required to be filed

by the Company with the SEC pursuant to the Registration Rights Agreement has not been filed with the SEC by the applicable filing deadline

or declared effective by the SEC by the applicable effectiveness deadline, or after any such registration statement has been declared

effective by the SEC sales cannot be made pursuant to such registration statement for any reason (subject to limited exceptions), then

the Company will be required to make pro rata payments to each investor then holding registrable securities covered by such registration

statement, as liquidated damages and not as a penalty, in an amount equal to 1.0% of the aggregate amount paid pursuant to the Purchase

Agreement by such investor for such registrable securities then held by such investor for each 30-day period or pro rata for any portion

thereof during which the failure continues, not to exceed 5.0% of the aggregate purchase price paid by such investors.

The Company has also agreed to, among other things,

indemnify the signatories to the Registration Rights Agreement, their officers, directors, members, employees, partners, managers, stockholders,

affiliates, investment advisors and agents under the registration statement from certain liabilities and pay all fees and expenses (excluding

any legal fees of the selling holder(s), and any underwriting discounts and selling commissions) incident to the Company’s obligations

under the Registration Rights Agreement.

The foregoing summary of the Registration Rights

Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Registration

Rights Agreement, a copy of which is filed as Exhibit 10.3 to this Current Report, and is incorporated by reference herein.

Item 2.01 - Completion of Acquisition

or Disposition of Assets.

On June 11, 2026, the Company completed its acquisition

of Azora. The information contained in Item 1.01 of this Current Report is incorporated by reference into this Item 2.01.

Item 2.03 - Creation of a Direct Financial

Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information

contained in Item 1.01 of this Current Report regarding the Company’s guarantee of the payment of the Azora Notes upon closing of

the Merger is incorporated by reference into this Item 2.01.

Item 3.02 - Unregistered Sales of Equity

Securities.

The information contained in Item 1.01 of this

Current Report with respect to the sale and issuance of the 437,474 shares of Common Stock issued pursuant to the Merger Agreement, the

12,930.617 shares of Series A Preferred Stock issued pursuant to the Merger Agreement that are convertible into 12,930,617 shares of

Common Stock and the Warrants issued or to be issued pursuant to the Financing and/or Note Exchange that are exercisable for up to an

aggregate of 35,342,844 shares of Common Stock, including those Initial Closing Pre-funded Warrants to be sold and issued at the Initial

Closing and those Milestone Pre-Funded Warrants and Milestone Incentive Warrants that may be sold or issued in Milestone Closings in

accordance with the Purchase Agreement and Note Exchange Agreements, as well as the Conversion Shares and Warrant Shares issuable or

to be issuable upon conversion or exercise of the foregoing (collectively, the “Securities”), as applicable, is incorporated

by reference into this Item 3.02.

With respect to the Securities that have already

been issued and sold, such Securities were offered and sold, and with respect to such Securities that will be issued and sold, such Securities

will be offered and sold, in transactions exempt from registration under the Securities Act, in reliance on Section 4(a)(2) thereof.

The Securities that have already been issued and sold have not been, and to the extent the securities have not yet been issued will not

be, registered under the Securities Act or applicable state securities laws and such securities may not be offered or sold in the United

States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. Neither

this Current nor any of the exhibits attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock,

the Securities or any other securities of the Company.

Item 5.02 - Departure of Directors

or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Director Fees

On June 11, 2026, upon closing of the Merger, each director of the Company

immediately prior to the First Effective Time will receive cash payment of $30,000.

Resignation of Director

In connection with the Merger, effective as of

the First Effective Time, Tony Goodman resigned as a Class I Director of the Company. Mr. Goodman did not resign as a result of any disagreements

with the Board or the Company.

Appointment of Directors and Chief Development

Officer

On June 11, 2026, in connection with the Merger,

effective immediately after the First Effective Time, Matt Davidson, Ph.D., was appointed to the Board as a Class I Director, to fill

the vacancy created by the resignation of Mr. Goodman, with a term expiring at the Company’s 2028 Annual Meeting of Stockholders,

and Wendy B. Young, Ph. D. was appointed to the Board as a Class III Director, filling a standing vacancy on the Board, with a term expiring

at the Company’s 2027 Annual Meeting of Stockholders. On June 11, 2026, effective immediately after the First Effective Time, Dr.

Davidson was also appointed as the Company’s Chief Development Officer. Dr. Davidson and Dr. Young were not appointed as a member

to any Committee of the Board.

Matt Davidson (age 42) was appointed as

the Company’s Chief Development Officer and member of the Board effective as of immediately after the First Effective Time. Prior to

the Merger Closing, Dr. Davidson served as the Chief Executive Officer, Co-Founder and Chairman of the Board of Directors of Azora since

its inception in March 2019. From August 2013 until December 2017, he served as the Chief Executive Officer, Founder and Chairman of

the Board of Directors of Verrica Pharmaceuticals, Inc., a Nasdaq-listed company, where he invented and developed the first FDA-approved

drug for the skin disease molluscum contagiosum. Dr. Davidson holds a Ph.D. in Immunology from Stanford University School of Medicine

and a B.A. in Molecular and Cell Biology from the University of California, Berkeley.

Wendy P. Young (age 60) was appointed

as a member of the Board effective as of immediately after the First Effective Time. Since July 2021 she has served as President of BioPharma

Discovery, LLC, where she provides scientific advisory services and expert witness services, and she has also served as a Senior Advisor

to GV (Google Ventures), focused on life science company creation and investments, since January 2023. Additionally, she has served as

a Senior Advisor to YK Bioventures since 2024 and currently serves as an independent board director of Rapport Therapeutics, Terray Therapeutics,

Shenandoah, Genuiti, BioIntervene, and Think Bioscience. Dr. Young previously served as an Executive Partner at MPM Capital and as interim

Chief Executive Officer and Chief Scientific Officer of a stealth oncology small molecule platform company from September 2021 to September

2023. Before joining MPM Capital, Dr. Young spent 15 years at Genentech, a member of the Roche group, where she most recently served

as Senior Vice President, Small Molecule Drug Discovery from January 2018 to September 2021. In that role, she led a department of approximately

900 internal and external scientists across chemistry, cheminformatics, biochemical pharmacology, drug metabolism and pharmacokinetics,

and small molecule pharmaceutical sciences, and she served as an executive member of Genentech’s research and development leadership

team. Dr. Young earned a Ph.D. in Chemistry from Princeton University in 1993 and a B.A./M.S. in Chemistry, cum laude, from Wake Forest

University in 1989.

Each of Dr. Davidson and Dr. Young will receive

the standard compensation available to the Company’s current directors. Dr. Young will also receive an option grant to purchase

25,666 shares of Common Stock on the second trading day after public announcement of the Merger, which shall have an exercise price

equal to the closing price of the Common Stock on the second trading day after public announcement of the Merger, shall have a term of

ten years from the date of grant, and shall not be exercisable unless and until the Company amends its 2017 Equity Incentive Plan (the

“2017 Plan”) to increase the number of shares of Common Stock authorized for issuance thereunder by a sufficient number of

shares to permit the exercise of such grant, at which time the options shall vest as to a number of shares of Common Stock equal to the

result obtained by multiplying 25,666 by a fraction the numerator of which is the number of whole months between the date of grant

and the date of such stockholder approval (the “Pre-Stockholder Approval Months”) and the denominator of which is 36 and

thereafter the balance of the grant shall vest pro rata on a monthly basis over a number of months equal to the difference between 36

and the number of Pre-Stockholder Approval Months; provided, however, that in the event that such amendment to the 2017 Plan is not approved

by the Company’s stockholders one or before the one-year anniversary of such grant, such grant shall be forfeited and cancelled

in full.

Except as described in the Merger Agreement,

there are no arrangements or understandings between Dr. Davidson and any other person pursuant to which he was appointed as a director

of the Company. There are no arrangements or understandings between Dr. Young and any other person pursuant to which she was appointed

as a director of the Company. Except as described above and below, Dr. Davidson and Dr. Young are not a party to any transaction required

to be disclosed pursuant to Item 404(a) of Regulation S-K.

Indemnification Agreements

In connection with Dr. Davidson’s appointment

as a director of the Company and as the Company’s Chief Development Officer and Dr. Young’s appointment as a director, on

June 11, 2026, the Company and each of Dr. Davidson and Dr. Young entered into the Company’s standard form of indemnification agreement,

a copy of which was filed as Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025

filed with the SEC on March 5, 2026.

Executive Officers

Appointment of Dr. Davidson and Execution

of Davidson Agreement

In accordance with the Merger Agreement, on June 11,

2026, effective immediately after the First Effective Time, Dr. Davidson was appointed as the Chief Development Officer of the Company.

In connection with Dr. Davidson’s appointment as Chief Development Officer, the Company will enter into an employment agreement

with Dr. Davidson (the “Davidson Agreement”), which shall be effective as of June 11, 2026 and shall remain

in effect until terminated by either party pursuant to its terms. The Davidson Agreement provides for Dr. Davidson to serve as the Company’s

Chief Development Officer following the closing of the Merger, reporting to the Company’s Chief Executive Officer and Board, and

provides for an annual base salary of $609,120, provided that in the event that the Company raises an additional $20 million or similar

significant financing, his annual base salary shall be increased to $648,000. Additionally, upon closing Dr. Davidson will receive a cash

payment of $312,484.98 as payment for previously deferred salary. Under the Davidson Agreement, Dr. Davidson is eligible to receive an

annual bonus with a target amount equal to 50% of his base salary, which will be awarded by the Board, in its discretion, based on the

achievement of performance-based metrics established by the Compensation Committee of the Board (or in its absence, the Board) on an annual

basis. Dr. Davidson may also receive, in the discretion of the Compensation Committee (or in its absence, the Board), equity awards under

the Company’s then-current equity plan. The Davidson Agreement further provides that the Company will make a one-time inducement

equity award to Dr. Davidson to be divided equally between restricted stock units (the “Davidson RSU Inducement Award”)

and stock options to purchase Common Stock (the “Davidson Option Inducement Award” and together with the Davidson

RSU Inducement Award, the “Davidson Inducement Awards”), to be granted one trading day following the announcement

by the Company of the consummation of the Merger. The Davidson agreement provides that the aggregate number of shares underlying the Davidson

Inducement Awards will be equal to 1.63% of the Company’s fully diluted shares of Common Stock outstanding following the consummation

of the Merger, the Initial Closing of the Financing and Note Exchange (collectively, the “Transactions”), plus 1.63% of the

number of shares of Common Stock that may be issued upon exercise of all Milestone Pre-Funded Warrants and Milestone Incentive Warrants

that may be issued to the PIPE Investors and the Azora Noteholders in Milestone Closings pursuant to the Purchase Agreement and the Note

Exchange Agreements, respectively. The Davidson Inducement Awards will vest (i) with respect to that number of shares subject to the Davidson

Inducement Awards calculated as of closing of the Transactions, pro rata on a monthly basis over three years commencing on the one month

anniversary of the effective grant date hereof and (ii) with respect to that number of shares subject to the Davidson Inducement Awards

calculated based on the number of Milestone Warrants that may be issued pursuant to the Purchase Agreement and the Note Exchange Agreement,

a pro rata portion of such awards will be subject to the same vesting included in (i) upon issuance by the Company of each Milestone Warrant,

subject to catch up vesting for any awards that would have otherwise vested prior to issuance of such Milestone Warrants. The Davidson

Option Inducement Award will have an exercise price equal to the closing price of the Common Stock on the first trading day after the

public announcement of the Merger.

The Company may terminate the Davidson Agreement upon

written notice to Dr. Davidson in the event of Disability (as defined in the Davidson Agreement) or for Cause (as defined in the Davidson

Agreement), in which event the Company would have no further obligations under the Davidson Agreement, except for payment of any Accrued

Obligations (as defined in the Davidson Agreement). Dr. Davidson’s employment automatically terminates upon his death, in which

event the Company would have no further obligations under the Davidson Agreement, except for payment of any Accrued Obligations. The Company

may terminate the Davidson Agreement without Cause immediately upon written notice of termination to Dr. Davidson, and in such event,

in addition to payment of any Accrued Obligations due, subject to the Company’s receipt of a release from Dr. Davidson, Dr. Davidson

is entitled to receive severance payments in an amount equal to Dr. Davidson’s base salary for a period of 12 months after the effective

date of the termination and a COBRA subsidy coverage for up to 12 months.

Dr. Davidson may generally terminate his agreement

by providing 30 days written notice to the Company, provided, that to terminate his agreement for Good Reason (as defined in the Davidson

Agreement), he must first meet certain procedural requirements set forth in the Davidson Agreement. If Dr. Davidson terminates his employment

for Good Reason, Dr. Davidson will be entitled to receive the same payments and benefits on the same terms and conditions as would be

applicable upon termination by the Company without Cause.

If the Davidson Agreement is terminated by Dr. Davidson

for Good Reason or by us without Cause (other than on account of Dr. Davidson’s death or Disability), then, in addition to the severance

payments described above, Dr. Davidson will be afforded an additional 12 months of vesting credit with respect to the Davidson Inducement

Awards and extension of the post-termination exercise period for all vested stock options until the earliest of (i) the 12-month anniversary

of the date of termination, (ii) the original expiration date of the applicable option or (iii) the 10th anniversary of the applicable

option’s grant date.

If the Davidson Agreement is terminated by Dr.

Davidson for Good Reason or by us without Cause (other than on account of Dr. Davidson’s death or Disability) in the three months

before or 12 months following a Change in Control (as defined in the Davidson Agreement), then Dr. Davidson will be entitled to receive

severance payments in an amount equal to Dr. Davidson’s base salary for a period of 18 months after the effective date of the termination

(or the Change in Control, if later), his target annual bonus, a COBRA subsidy for up to 18 months, and acceleration of all incentive

equity awards, with any performance-based awards deemed earned at the greater of target or actual performance.

The Company expects to grant and issue as an inducement to Dr. Davidson’s

employment with the Company the Davidson RSU Inducement Award, consisting of 424,446 restricted stock units, and the Davidson Option Inducement

Award to purchase 424,447 shares of Common Stock on June 12, 2026. The Davidson RSU Inducement Award, and the Davidson Option Inducement

Award will be granted, outside of, but subject to the terms of, the Company’s 2017 Plan, and pursuant to the terms of the applicable

award agreements. The Davidson RSU Inducement Award was issued, and the Davidson Option Inducement Award will be issued, without stockholder

approval pursuant to Nasdaq Listing Rule 5635(c)(4).

Dr. Davidson has no family relationships with

any of the executive officers or directors of the Company. Except as otherwise described in the Merger Agreement, there are no arrangements

or understandings between Dr. Davidson and any other person pursuant to which he was appointed as an executive officer of the Company.

Except as described above, Dr. Davidson is not party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation

S-K.

The foregoing description of the Davidson Agreement

does not purport to be complete and is qualified in its entirety by reference to the full text of the Davidson Agreement, a copy of which

will be filed as an exhibit to the next periodic report that the Company files with the SEC. Complete copies of the form of stock option

grant notice and stock option agreement used for the Davidson Option Inducement Award and the restricted stock unit grant notice and

restricted stock unit agreement used as for the Davidson RSU Inducement Award will also be filed as exhibits to the next periodic report

that the Company files with the SEC.

Amendment and Restatement of Certain Executive

Employment Agreements

On June 11, 2026, the Company amended the Amended

and Restated Employment Agreement previously entered into with Cary J. Claiborne, its President and Chief Executive Officer (the “Claiborne

EA Amendment”), the Employment Agreement previously entered into with Tony Goodman, its Chief Operating Officer (the “Goodman

EA Amendment”), and the Employment Agreement previously entered into with Vinay Shah, its Chief Financial Officer (the

“Shah EA Amendment” and, together with the Claiborne EA Amendment and the Goodman EA Amendment, the “EA

Amendments”). The EA Amendments amended the severance provisions of the respective employment agreements to provide for

the payments specified below upon a termination of employment without cause within twenty-four months after an “Execution Trigger”

(as defined in the EA Amendments) and provide that amounts payable shall include: (i) the annual bonus earned by the executive for the

immediately prior fiscal year to the extent unpaid, as if no such termination had occurred; (ii) the executive’s annual bonus target

for the year in which the termination date occurs, multiplied by a fraction (A) the numerator of which is the number of days in the fiscal

year that have transpired through the termination date and (B) the denominator of which is the number of days in such fiscal year, to

be paid in cash on the first payroll date after the effective date of the release required by the EA Amendments to be delivered by the

executives in favor of the Company (with all revocation periods having expired unexercised); (iii) for Mr. Claiborne, a lump sum payment

equal to two times his base salary and the higher of his target annual bonus opportunity and the annual bonus paid to him with respect

to the fiscal year immediately preceding the fiscal year in which such termination occurred, to be paid in cash on the first payroll

date after the effective date of the release required by the agreement to be delivered by Mr. Claiborne in favor of the Company (with

all revocation periods having expired unexercised) and in all events no later than 70 days after such termination and continuation of

medical coverage for 24 months; and (iv) for Mr. Shah and Mr. Goodman, a lump sum payment equal to the executive’s annual base

salary and the higher of executive’s target annual bonus opportunity and the annual bonus paid to executive with respect to the

fiscal year immediately preceding the fiscal year in which such termination occurred, to be paid in cash on the first payroll date after

the effective date of the release required by the agreement to be delivered by the executives in favor of the Company (with all revocation

periods having expired unexercised) and in all events no later than 70 days after such termination and continuation of medical coverage

for 12 months.

In addition, upon closing of the Merger on June

11, 2026, as compensation for additional duties performed in connection with evaluating the transactions described herein, Mr. Claiborne,

Mr. Shah and Mr. Goodman also received a discretionary bonus equal to $508,820, $327,600 and $156,000, respectively.

The foregoing description of the EA Amendments

do not purport to be complete and are qualified by reference to the full text of the Claiborne EA Amendment, Goodman EA Amendment and

Shah EA Amendment, copies of which are attached hereto as Exhibits 10.4, 10.5 and 10.6, respectively, and incorporated herein by reference.

Employee Inducement Awards

On June 11, 2026, as inducements to entering into employment with the Company,

the Board approved sign-on equity awards to an Azora employee who is expected to commence employment with the Company immediately following

the Merger (collectively, the “Employee Inducement Awards”), in substantially the same form of awards granted

to Dr. Davidson. The Employee Inducement Awards will consist of a one-time inducement equity award to such employees to be divided equally

between restricted stock units (the “Employee RSU Inducement Awards”) and stock options to purchase Common Stock

(the “Employee Option Inducement Awards” and together with the Employee RSU Inducement Awards, the “Employee

Inducement Awards”), to be granted one trading day following the announcement by the Company of the consummation of the

Merger. The aggregate number of shares underlying the Employee Inducement Awards will be equal to 0.51% of the Company’s fully diluted

shares of Common Stock outstanding following the consummation of Transactions, plus 0.51% of the number of shares of Common Stock that

may be issued upon exercise of all Milestone Pre-Funded Warrants and Milestone Incentive Warrants that may be issued to the PIPE Investors

and the Azora Noteholders in Milestone Closings pursuant to the Purchase Agreement and the Note Exchange Agreements, respectively. The

Employee Inducement Awards will vest (i) with respect to that number of shares subject to the Employee Inducement Awards calculated as

of closing of the Transactions, pro rata on a monthly basis over three years commencing on the one month anniversary of the effective

grant date hereof and (ii) with respect to that number of shares subject to the Employee Inducement Awards calculated based on the number

of Milestone Warrants that may be issued pursuant to the Purchase Agreement and the Note Exchange Agreement, a pro rata portion of such

awards will be subject to the same vesting included in (i) upon issuance by the Company of each Milestone Warrant, subject to catch up

vesting for any awards that would have otherwise vested prior to issuance of such Milestone Warrants. The Employee Option Inducement Awards

will have an exercise price equal to the closing price of the Common Stock on the second trading day after the public announcement of

the Merger.

The Company expects to grant and issue as an inducement

to the individual’s employment with the Company the Employee RSU Inducement Award, consisting of 132,802 restricted stock units,

and the Employee Option Inducement Award to purchase 132,802 shares of Common Stock on June 12, 2026. The Employee Inducement Awards will

be issued without stockholder approval pursuant to Nasdaq Listing Rule 5635(c)(4). In accordance with Rule 5635(c)(4) of the Nasdaq Listing

Rules, the Employee Inducement Awards will be made only to individuals who are commencing employment with the Company or a subsidiary

thereof and such grants were made in connection with his or her commencement of employment with the Company or such subsidiary and as

an inducement material to his or her entering into employment with the Company or such subsidiary.

A complete copy of the form of stock option grant notice and stock option

agreement used for the Employee Option Inducement Award and Employee Inducement Award will be filed as an exhibit to the next periodic

report that the Company files with the SEC. The Company will issue a press release with the information required by Nasdaq Listing Rule

5635(c)(4) regarding the Davidson Option Inducement Award and Employee Inducement Awards.

Termination of Chief Operating Officer

Mr. Goodman’s employment with the Company

is expected to be terminated on or about 60 days following closing of the Merger. Upon such termination, and subject to his execution

of a release, Mr. Goodman will be entitled to receive the severance payments and benefits set forth above under the Section of this Current

Report titled “Amendment and Restatement of Certain Executive Employment Agreements.”

Item 5.03 - Amendments to Articles

of Incorporation or Bylaws; Change in Fiscal Year.

On June 11, 2026, the Company filed with the

Secretary of State of the State of Delaware the Certificate of Designation in connection with the Merger referenced in Item 1.01 above.

The Certificate of Designation provides for the creation of the Company’s Series A Preferred Stock, designating 13,000 shares of

the Company’s preferred stock as Series A Preferred Stock, and sets forth the terms applicable thereto, a summary of certain of

which is set forth below.

Ranking. The Series A Preferred Stock

ranks pari pasu with the Common Stock with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary

liquidation, dissolution or winding up of the affairs of the Company.

Dividends. Holders of Series A Preferred

Stock are entitled to receive dividends on shares of Series A Preferred Stock equal to, on an as-if-converted-to-Common-Stock basis,

and in the same form as dividends actually paid on shares of the Common Stock.

Voting. Except as otherwise provided in

the Certificate of Designation or as otherwise required by the General Corporation Law of the State of Delaware, the Series A Preferred

Stock shall have no voting rights. However, as long as any shares of Series A Preferred Stock are outstanding, the Company shall not,

without the affirmative vote of the holders of a majority of the then outstanding shares of the Series A Preferred Stock: (i) alter or

change adversely the powers, preferences or rights given to the Series A Preferred Stock or alter or amend the Certificate of Designation,

amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of Series

A Preferred Stock, (ii) issue further shares of Series A Preferred Stock or increase or decrease the number of authorized shares of Series

A Preferred Stock, (iii) prior to the stockholder approval of the Company Stockholder Matters, consummate either: (A) any Fundamental

Transaction (as defined in the Certificate of Designation) or (B) any merger or consolidation of the Company with or into another Person

or any stock sale to, or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, share

exchange or scheme of arrangement) with or into another Person in which the stockholders of the Company immediately before such transaction

do not hold at least a majority of the capital stock of the Company immediately after such transaction or in which the Company issues

securities in such transaction that represent or are convertible into securities representing more than a majority of the voting power

of the Company immediately before such transaction, (iv) prior to the stockholder approval of the Company Stockholder Matters, authorize

or issue any class or series of stock that has powers, preferences or rights that are senior to those of the Series A Preferred Stock,

(v) amend, waive or modify the Merger Agreement in any manner that would be reasonably likely to prevent, impede or materially delay

stockholder approval of the Company Stockholder Matters or the Automatic Conversion (as defined in the Certificate of Designation) or

(iv) enter into any agreement with respect to any of the foregoing. Holders of shares of Common Stock acquired upon the conversion of

shares of Series A Preferred Stock shall be entitled to the same voting rights as each other holder of Common Stock, except that such

holders may not vote such shares in connection with the Company Stockholder Matters in accordance with Rule 5635 of the listing rules

of Nasdaq.

Transfer Restrictions. Subject to certain

exceptions, holders of shares of Series A Preferred Stock and shares of Common Stock issued upon conversion of shares of Series A Preferred

Stock (collectively, the “Locked Shares”) shall be subject to the following restrictions on transfer:

1. 1/3 of the Locked Shares held by each

holder thereof shall not be transferred until the date that is 180 days after the Initial

Closing;

2. 1/3 of the Locked Shares held by each

holder thereof shall not be transferred until the date that is 180 days after the date that

stockholder approval of the Company Stockholder Matters in obtained; and

3. 1/3 of the Locked Shares held by each

holder thereof shall not be transferred until the date that is 180 days after the date that

the Company issues the Milestone Event Notice.

Notwithstanding the foregoing, in no event shall

any Locked Shares remain subject to the foregoing transfer restrictions after the Company’s issuance of the Milestone Event Notice.

Conversion. Following stockholder approval

of the Company Stockholder Matters, each share of Series A Preferred Stock will automatically convert into 1,000 shares of Common Stock,

subject to certain limitations (the “Conversion Ratio”), including that a holder of Series A Preferred Stock

is prohibited from converting shares of Series A Preferred Stock into shares of Common Stock if, as a result of such conversion, such

holder, together with its affiliates, would beneficially own more than a specified percentage (to be established by the holder between

4.99% and 19.99%) of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion,

provided that following approval of the Nasdaq Listing Application (as defined in the Merger Agreement) and the Company Stockholder Matters,

such beneficial ownership blockers may be waived by each holder of Series A Preferred Stock upon written notice to the Company to be

effective on the 61st day following receipt of such notice. Following the earlier of (i) the third business day after the date that the

Company Stockholder Matters are approved by the Company’s stockholders and (ii) solely for purposes of a cash settlement (as discussed

below), the date that is 6 months after the initial issuance date of the Series A Non-Voting Preferred Stock, any shares of Series A

Preferred Stock that remain outstanding may be converted, at the option of the holder thereof, into that number of shares equal to the

Conversion Ratio.

Cash Settlement. If at any time after

the earlier of (i) approval of the Company Stockholder Matters or (ii) six months after the initial issuance of the Series A Preferred

Stock, the Company fails to deliver to the holder of the Series A Preferred Stock shares of Common Stock underlying such shares Series

A Preferred Stock, then (other than in certain circumstances set forth in the Certificate of Designation), the Company will pay, at the

request of such holder, an amount of cash by wire transfer of immediately available funds equal to the Fair Value (as defined in the

Certificate of Designation) of such undelivered shares.

Liquidation. In the event of liquidation,

dissolution, or winding up of the affairs of the Company, whether voluntary or involuntary, holders of Series A Preferred Stock shall

rank on parity with holders of Common Stock as to the distributions of assets.

The foregoing description of the Series A Preferred

Stock does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designation, a copy of which

is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01 - Regulation FD Disclosure.

On June 11, 2026, the Company issued a press

release announcing the Merger, the Financing and related transactions and made available Azora’s investor presentation to be used

in general corporate communications and investor communications. Copies of the press release and presentation are furnished as Exhibits

99.1 and 99.2, respectively, to this Current Report.

The information in Item 7.01 of this Current

Report, including the information in the press release attached as Exhibit 99.1 and the presentation attached as Exhibit 99.2 to this

Current Report, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section

18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Furthermore, the information

in Item 7.01 of this Current Report, including Exhibit 99.1 and Exhibit 99.2 to this Current Report, shall not be deemed to be incorporated

by reference in the filings of the Company under the Securities Act.

Forward Looking Statements

Certain statements contained in this Form 8-K

may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E

of the Securities Exchange Act of 1934, as amended. The words and phrases “designed to,” “may,” “might,”

“can,” “will,” “to be,” “could,” “would,” “should,” “expect,”

“intend,” “plan,” “objective,” “anticipate,” “believe,” “estimate,”

“predict,” “project,” “potential,” “likely,” “continue,” “ongoing”

or similar expressions, or the negative of such words, are intended to identify “forward-looking statements.” These forward-looking

statements include, but are not limited to, statements regarding the Company, Azora, the Financing and the Merger, including regarding

the timing of the Initial Closing and Milestone Closings, if any, under the Purchase Agreement and Exchange Agreements, and the expected

effects, perceived benefits or opportunities and related timing with respect thereto; the expected grant and issuance of inducement awards

to Mr. Davidson and other Azora employees; and expectations regarding or plans for the combined company’s pipeline, including its

ongoing clinical trials and research and development programs. The Company has based these forward-looking statements on its current

expectations and projections about future events. Because such statements include risks and uncertainties, actual results may differ

materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to these differences

include those above in this Current Report on Form 8-K and in the Company’s other filings with the SEC. Statements made herein

are as of the date of the filing of this Current Report on Form 8-K with the SEC and should not be relied upon as of any subsequent date.

Unless otherwise required by applicable law, the Company does not undertake, and it specifically disclaim, any obligation to update any

forward-looking statements to reflect occurrences, developments, unanticipated events or circumstances after the date of such statement.

Item 9.01 - Financial Statements and

Exhibits.

(a) Financial statements of business acquired

The financial statements required by this Item

9.01(a) are not included in this Current Report. The Company intends to include such financial statements by amendment to this Current

Report no later than 71 calendar days after the date this Current Report is required to be filed.

(b) Pro forma financial information

The pro forma financial information required

by this Item 9.01(b) is not included in this Current Report. The Company intends to include such pro forma financial information by amendment

to this Current Report no later than 71 calendar days after the date this Current Report is required to be filed.

(d) Exhibits

Exhibit

Number

Description

2.1*

Agreement and Plan of Merger, dated June 11, by and among Adial Pharmaceuticals, Inc., Adial First Merger Sub, Inc., Adial Second Merger Sub, LLC and Azora Therapeutics, Inc.

3.1

Certificate of Designation of Series A Non-Voting Convertible Preferred Stock, dated June 11, 2026.

4.1

Form of Pre-Funded Warrant (Financing).

4.2

Form of Warrant (Financing).

4.3

Form of Pre-Funded Warrant (Note Exchange).

4.4

Form of Warrant (Note Exchange).

10.1*

Form of Securities Purchase Agreement, dated as of June 11, 2026, by and among Adial Pharmaceuticals, Inc. and each investor listed on Exhibit A thereto.

10.2*

Form of Exchange Agreement, dated as of June 11, 2026, by and among Adial Pharmaceuticals, Inc. and each note holder listed on Exhibit A thereto.

10.3

Form of Registration Rights Agreement, by and among Adial Pharmaceuticals, Inc. and the investors signatory thereto.

10.4

Amendment to Amended and Restated Employment Agreement between Adial Pharmaceuticals, Inc. and Cary J. Claiborne, effective June 11, 2026.

10.5

Amendment to Employment Agreement between Adial Pharmaceuticals, Inc. and Tony Goodman, effective June 11, 2026.

10.6

Amendment to Employment Agreement between Adial Pharmaceuticals, Inc. and Vinay Shah, effective June 11, 2026.

99.1

Press Release issued on June 11, 2026.

99.2

Investor Presentation, dated June 2026.

104

Cover

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

* Certain

schedules and attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The Company agrees to provide, on a supplemental basis, a copy of any omitted schedules and

attachments to the Securities and Exchange Commission or its staff upon request.

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.

Dated: June 11, 2026

ADIAL PHARMACEUTICALS, INC.

By:

/s/

Cary J. Claiborne

Name:

Cary J. Claiborne

Title:

President and Chief Executive

Officer

EX-2.1 — AGREEMENT AND PLAN OF MERGER, DATED JUNE 11, BY AND AMONG ADIAL PHARMACEUTICALS, INC., ADIAL FIRST MERGER SUB, INC., ADIAL SECOND MERGER SUB, LLC AND AZORA THERAPEUTICS, INC

EX-2.1

Filename: ea029444801ex2-1.htm · Sequence: 2

Exhibit 2.1

Execution Version

AGREEMENT AND PLAN

OF MERGER

by and among:

Adial Pharmaceuticals,

Inc.,

a Delaware corporation;

ADIAL MERGER SUB

I, INC.,

a Delaware corporation;

ADIAL MERGER

SUB II, LLC,

a Delaware limited liability company;

and

Azora Therapeutics,

Inc.,

a Delaware corporation

dated as of June 11, 2026

TABLE OF CONTENTS

Page

SECTION 1.

DESCRIPTION OF TRANSACTION

1.1

The Merger

1.2

Effects of the Merger

1.3

Closing; First Effective Time; Second Effective Time

1.4

Certificate of Designation; Certificate of Incorporation and Bylaws; Directors and Officers

1.5

Merger Consideration; Effect of Merger on Company Capital Stock

1.6

Conversion of Shares

1.7

Closing of the Company’s Transfer Books

1.8

Exchange of Shares

1.9

Company Options

1.10

Further Action

1.11

Withholding

1.12

Outstanding Notes

SECTION 2.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

2.1

Due Organization; Subsidiaries

2.2

Organizational Documents

2.3

Authority; Binding Nature of Agreement

2.4

Vote Required

2.5

Non-Contravention; Consents

2.6

Capitalization

2.7

Financial Statements

2.8

Absence of Changes

2.9

Absence of Undisclosed Liabilities

TABLE OF CONTENTS

(continued)

Page

2.10

Title to Assets

2.11

Real Property; Leasehold

2.12

Intellectual Property; Privacy

2.13

Agreements, Contracts and Commitments

2.14

Compliance; Permits; Restrictions

2.15

Legal Proceedings; Orders

2.16

Tax Matters

2.17

Employee and Labor Matters; Benefit Plans

2.18

Environmental Matters

2.19

Insurance

2.20

No Financial Advisors

2.21

Transactions with Affiliates

2.22

Export Controls and Sanctions Compliance Issues

2.23

Anti-Bribery

2.24

Disclaimer of Other Representations or Warranties

SECTION 3.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBS

3.1

Due Organization; Subsidiaries

3.2

Organizational Documents

3.3

Authority; Binding Nature of Agreement

3.4

Vote Required

3.5

Non-Contravention; Consents

3.6

Capitalization

3.7

SEC Filings; Financial Statements

3.8

Absence of Changes

3.9

Absence of Undisclosed Liabilities

3.10

Title to Assets

TABLE OF CONTENTS

(continued)

Page

3.11

Real Property; Leasehold

3.12

Intellectual Property; Privacy

3.13

Agreements, Contracts and Commitments

3.14

Compliance; Permits

3.15

Legal Proceedings; Orders

3.16

Tax Matters

3.17

Employee and Labor Matters; Benefit Plans

3.18

Environmental Matters

3.19

Transactions with Affiliates

3.20

Insurance

3.21

Opinion of Financial Advisor

3.22

No Financial Advisors

3.23

Anti-Bribery

3.24

Valid Issuance

3.25

Export Control and Sanctions Compliance

3.26

Disclaimer of Other Representations or Warranties

SECTION 4.

ADDITIONAL AGREEMENTS OF THE PARTIES

4.1

Parent Stockholders’ Meeting

4.2

Proxy Statement

4.3

Reservation of Parent Common Stock; Issuance of Shares of Parent Common Stock

4.4

Employee Benefits

4.5

Indemnification of Officers and Directors

4.6

Additional Agreements

4.7

Listing

4.8

Tax Matters

4.9

Legends

iii

TABLE OF CONTENTS

(continued)

Page

4.10

Directors and Officers

4.11

Section 16 Matters

4.12

Cooperation

4.13

Closing Certificates

4.14

Takeover Statutes

4.15

Obligations of Merger Subs

4.16

Private Placement

SECTION 5.

CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH PARTY

5.1

No Restraints

5.2

Certificate of Designation

5.3

Parent Financing

5.4

Exchange Agreements

SECTION 6.

CLOSING DELIVERIES OF THE COMPANY

6.1

Documents

6.2

FIRPTA Certificate

6.3

Company Lock-Up Agreements

6.4

Registration Rights Agreements

SECTION 7.

CLOSING DELIVERIES OF PARENT

7.1

Documents

7.2

Parent Lock-Up Agreements

7.3

Parent Stockholder Support Agreements

7.4

Registration Rights Agreements

TABLE OF CONTENTS

(continued)

Page

SECTION 8.

MISCELLANEOUS PROVISIONS

8.1

Non-Survival of Representations and Warranties

8.2

Amendment

8.3

Waiver

8.4

Entire Agreement; Counterparts; Exchanges by Electronic Transmission

8.5

Applicable Law; Jurisdiction

8.6

Attorneys’ Fees

8.7

Assignability

8.8

Notices

8.9

Cooperation

8.10

Severability

8.11

Other Remedies; Specific Performance

8.12

No Third-Party Beneficiaries

8.13

Construction

8.14

Expenses

Exhibits:

Exhibit A

Definitions

A-1

Exhibit B

Form of Lock-Up Agreement

B-1

Exhibit C

Form of Certificate of Designation

C-1

Exhibit D

Form of Parent Stockholder Support Agreement

D-1

Exhibit E

Registration Rights Agreement

E-1

AGREEMENT AND PLAN

OF MERGER

THIS AGREEMENT AND PLAN OF

MERGER (this “Agreement”) is entered into as of June 11, 2026, by and among ADIAL PHARMACEUTICALS, INC.,

a Delaware corporation (“Parent”), ADIAL MERGER SUB I, INC., a Delaware corporation and wholly owned

subsidiary of Parent (“First Merger Sub”), ADIAL MERGER SUB II, LLC, a Delaware limited liability company

and wholly owned subsidiary of Parent (“Second Merger Sub” and together with First Merger Sub, “Merger

Subs”), and AZORA THERAPEUTICS, INC., a Delaware corporation (the “Company”), (each, a

“Party” and collectively, the “Parties”). Certain capitalized terms used in this Agreement

are defined in Exhibit A.

RECITALS

A. Parent

and the Company desire to enter into a business combination as contemplated by this Agreement based on the mutually agreed values of each

of Parent and the Company.

B. Parent

and the Company intend to effect a merger of First Merger Sub with and into the Company (the “First Merger”)

in accordance with this Agreement and the DGCL. Upon consummation of the First Merger, First Merger Sub will cease to exist and the Company

will become a wholly owned subsidiary of Parent.

C. Immediately

following the First Merger and as part of the same overall transaction as the First Merger, the Company will merge with and into Second

Merger Sub (the “Second Merger” and, together with the First Merger, the “Merger”),

with Second Merger Sub being the surviving entity of the Second Merger.

D. The

Parties intend that: (i) the First Merger and the Second Merger, taken together, will constitute an integrated transaction described

in Rev. Rul. 2001-46, 2001-2 C.B. 321, that qualifies as a “reorganization” within the meaning of Section 368(a) of the

Code, and (ii) this Agreement will constitute, and is hereby adopted as, a plan of reorganization within the meaning of Treasury

Regulations Sections 1.368-2(g) and 1.368-3(a).

E. The

Parent Board has: (i) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent and

its stockholders (“Parent Stockholders”), (ii) approved and declared advisable this Agreement and the Contemplated

Transactions, including the issuance of the Parent Common Stock Payment Shares and the Parent Preferred Stock Payment Shares to the stockholders

of the Company (“Company Stockholders”) pursuant to the terms of this Agreement, and (iii) determined to

recommend, upon the terms and subject to the conditions set forth in this Agreement, that the Parent Stockholders vote to approve the

Parent Stockholder Matters at the Parent Stockholders’ Meeting to be convened following the Closing.

F. The

First Merger Sub Board has: (i) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of

First Merger Sub and its sole stockholder, (ii) approved and declared advisable this Agreement and the Contemplated Transactions,

and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the sole stockholder

of First Merger Sub votes to adopt this Agreement and thereby approve the Contemplated Transactions.

G. The

sole member of the Second Merger Sub has (i) determined that the Contemplated Transactions are fair to, advisable, and in the best

interests of Second Merger Sub and its sole member, (ii) approved and declared advisable this Agreement and the Contemplated Transactions,

and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the sole member

of Second Merger Sub votes to adopt this Agreement and thereby approve the Contemplated Transactions.

H. The

Company Board has: (i) determined that the Contemplated Transactions are fair to, advisable and in the best interests of the Company

Stockholders, (ii) approved and declared advisable this Agreement and the Contemplated Transactions, and (iii) recommended,

upon the terms and subject to the conditions set forth in this Agreement, that the Company Stockholders vote to approve the Company Stockholder

Matters (collectively, the “Board Approval”).

I. Subsequent

to the Board Approval, but prior to the execution and delivery of this Agreement, the requisite Company Stockholders constituting the

Required Company Stockholder Vote by written consent and in accordance with the Company’s certificate of incorporation, the Company’s

bylaws and the DGCL: (i) approved and adopted this Agreement and the Contemplated Transactions, (ii) acknowledged that the approval

given thereby is irrevocable and that such stockholder is aware of its rights to demand appraisal for its shares pursuant to Section 262

of the DGCL, a true and correct copy of which was attached thereto, and that such Company Stockholder has received and read a copy of

Section 262 of the DGCL, and (iii) acknowledged that by its approval of the Merger it is not entitled to appraisal rights with

respect to its shares in connection with the Merger and thereby waives any rights to receive payment of the fair value of its capital

stock under the DGCL (such matters, the “Company Stockholder Matters” and the consent, the “Stockholder

Written Consent”), and the Stockholder Written Consent is to become effective by its terms immediately following the execution

of this Agreement by the parties hereto.

J. Immediately

following the Closing, the Company will transmit to each Company stockholder who did not execute the Stockholder Written Consent any notices

required under Section 228(e) and Section 262 of the DGCL.

K. Concurrently

with the execution and delivery of this Agreement and as a condition and inducement to each of Parent and the Company’s willingness

to enter into this Agreement, the directors and the officers of Parent listed in Section A-1 of the Parent Disclosure Schedule

(solely in their capacity as Parent Stockholders) (the “Parent Signatories”) and the directors and the officers

of the Company listed in Section A-1 of the Company Disclosure Schedule (the “Company Signatories”)

(solely in their capacity as stockholders) are executing lock-up agreements in substantially the form attached as Exhibit B (each,

a “Lock-Up Agreement”).

L. As

a condition and inducement to the Parties’ willingness to enter into this Agreement, concurrently with the execution and delivery

of this Agreement and conditioned solely on Closing, the Parent and certain investors named in that certain purchase agreement (collectively,

the “PIPE Investors”), dated as of the date hereof (the “Securities Purchase Agreement”),

have executed and delivered the Securities Purchase Agreement, pursuant to which the PIPE Investors have agreed to purchase prefunded

warrants (the “PIPE Prefunded Warrants”) and common stock warrants (the “PIPE Common Warrants”,

and together with the PIPE Prefunded Warrants, the “PIPE Warrants”) to purchase the number of shares of Parent

Common Stock set forth in the Securities Purchase Agreement in connection with the Parent Financing.

M. Concurrently

with the execution and delivery of this Agreement and as a condition and inducement to the Company’s willingness to enter into this

Agreement, certain stockholders set forth on Section A-2 of the Parent Disclosure Schedule (solely in their capacity as stockholders)

are executing support agreements in favor of the Company in substantially the form attached hereto as Exhibit D (the “Parent

Stockholder Support Agreement”), pursuant to which such Persons have, subject to the terms and conditions set forth in the

Parent Stockholder Support Agreement, agreed to vote all of their shares of capital stock of Parent in favor of the Parent Stockholder

Matters.

N. Immediately

following the execution and delivery of this Agreement, but prior to the filing of the First Certificate of Merger, Parent will file the

Certificate of Designation with the office of the Secretary of State of the State of Delaware.

O. Concurrently

with the execution and delivery of this Agreement and as a condition and inducement to the Company’s willingness to enter into this

Agreement, Parent is executing a registration rights agreement in substantially the form attached as Exhibit E (the “Registration

Rights Agreement”).

AGREEMENT

The Parties, intending to

be legally bound, agree as follows:

SECTION 1.

DESCRIPTION OF TRANSACTION

1.1 The Merger.

Upon the terms and subject to the conditions set forth in this Agreement, at the First Effective Time, First Merger Sub shall be merged

with and into the Company, and the separate existence of First Merger Sub shall cease. As a result of the First Merger, the Company will

continue as the surviving corporation in the First Merger (the “First Step Surviving Corporation”). Upon the

terms and subject to the conditions set forth in this Agreement, at the Second Effective Time, the First Step Surviving Corporation will

merge with and into Second Merger Sub, and the separate existence of the First Step Surviving Corporation shall cease. As a result of

the Second Merger, Second Merger Sub will continue as the surviving entity in the Second Merger (the “Surviving Entity”).

1.2 Effects of the

Merger. At and after the First Effective Time, the First Merger shall have the effects set forth in this Agreement, the First

Certificate of Merger and in the applicable provisions of the DGCL. As a result of the First Merger, the First Step Surviving Corporation

will become a wholly owned subsidiary of Parent. Without limiting the generality of the foregoing, and subject thereto, at the First

Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of

First Merger Sub and the Company will become the property, rights, privileges, agreements, powers and franchises, debts, liabilities,

duties and obligations of the First Step Surviving Corporation. At and after the Second Effective Time, the Second Merger shall have

the effects set forth in this Agreement, the Second Certificate of Merger and in the applicable provisions of the DGCL and the DLLCA.

Without limiting the generality of the foregoing, and subject thereto, at the Second Effective Time, all the property, rights, privileges,

agreements, powers and franchises, debts, liabilities, duties and obligations of Second Merger Sub and the First Step Surviving Corporation

will become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the Surviving

Entity.

1.3 Closing; First

Effective Time; Second Effective Time. The consummation of the Merger (the “Closing”) is being consummated

remotely via the electronic exchange of documents and signatures substantially simultaneously with the execution and delivery of this

Agreement, or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing

actually takes place is referred to as the “Closing Date.” At the Closing: (a) the Parties shall cause

the First Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger

with respect to the First Merger, satisfying the applicable requirements of the DGCL and in form and substance to be agreed upon by the

Parties (the “First Certificate of Merger”), and (b) the Parties shall cause the Second Merger to be consummated

by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Second Merger,

satisfying the applicable requirements of the DGCL and the DLLCA and in form and substance to be agreed upon by the Parties (the “Second

Certificate of Merger” and together with the First Certificate of Merger, the “Certificates of Merger”).

The First Merger shall become effective at the time of the filing of such First Certificate of Merger with the Secretary of State of

the State of Delaware or at such later time as may be specified in such First Certificate of Merger with the consent of Parent and the

Company (the time as of which the First Merger becomes effective being referred to as the “First Effective Time”).

The Second Merger shall become effective at the time of the filing of such Second Certificate of Merger with the Secretary of State of

the State of Delaware or at such later time as may be specified in such Second Certificate of Merger with the consent of Parent and the

Company (the time as of which the Second Merger becomes effective being referred to as the “Second Effective Time”).

1.4 Certificate

of Designation; Certificate of Incorporation and Bylaws; Directors and Officers.

(a) Prior

to the First Effective Time, Parent shall file the Certificate of Designation with the office of the Secretary of State of the State of

Delaware.

(b) At

the First Effective Time:

(i) the

certificate of incorporation of the First Step Surviving Corporation shall be amended and restated as set forth in an exhibit to the First

Certificate of Merger, until thereafter amended as provided by the DGCL and such certificate of incorporation;

(ii) the

bylaws of the First Step Surviving Corporation shall be amended and restated in their entirety to read identically to the bylaws of the

Company as in effect immediately prior to the First Effective Time, until thereafter amended as provided by the DGCL and such bylaws;

and

(iii) the

directors and officers of the First Step Surviving Corporation, each to hold office in accordance with the certificate of incorporation

and bylaws of the First Step Surviving Corporation, shall be such persons as shall be mutually agreed upon by Parent and the Company.

the Second Effective Time:

(i) the

certificate of formation of the Surviving Entity shall be the certificate of formation of Second Merger Sub as in effect immediately prior

to the Second Effective Time, until thereafter amended as provided by the DLLCA and such certificate of formation; provided, however,

that at the Second Effective Time (as part of the Second Certificate of Merger), the certificate of formation shall be amended to: (A) change

the name of the Surviving Entity to “Azora Therapeutics, LLC,” (B) comply with Section 4.5, and (C) make

such other changes as are mutually agreed to by Parent and the Company;

(ii) the

limited liability company agreement of the Surviving Entity shall be amended and restated in its entirety to read identically to the limited

liability company agreement of Second Merger Sub as in effect immediately prior to the Second Effective Time, until thereafter amended

as provided by the DLLCA and such limited liability company agreement; provided, however, that following the Second Effective

Time (but as soon thereafter as practicable), the limited liability company agreement shall be amended to: (A) comply with Section 4.5,

and (B) change the name of the Surviving Entity to “Azora Therapeutics, LLC”;

(iii) the

managers and officers of the Surviving Entity, each to hold office in accordance with the certificate of formation and limited liability

company agreement of the Surviving Entity, shall be such persons as shall be mutually agreed upon by Parent and the Company; and

(iv) the

certificate of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the Second

Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however,

that following the Second Effective Time, the certificate of incorporation may be amended to make such other changes as are mutually agreed

to by Parent and the Company.

1.5 Merger Consideration;

Effect of Merger on Company Capital Stock. The aggregate merger consideration (the “Merger Consideration”)

to be paid by Parent for all of the outstanding shares of Company Capital Stock at the Closing shall be (a) 437,474 shares of Parent

Common Stock (“Parent Common Stock Payment Shares”) (b) 12,930.617 shares of Parent Convertible Preferred

Stock (the “Parent Preferred Stock Payment Shares” and, together with the Parent Common Stock Payment Shares,

the “Parent Stock Payment Shares”) in accordance with Section 1.6(a); provided that, subject

to Section 1.9, the aggregate number of shares of Parent Common Stock issued or to be issued (i) in the Contemplated

Transactions, including shares of Parent Common Stock issuable upon exercise of the Parent Assumed Options, (ii) upon exercise of

the PIPE Warrants issued and to be issued to the PIPE Investors in the Parent Financing pursuant to the Securities Purchase Agreement,

and (iii) upon exercise of the Azora Noteholder Warrants issued and to be issued to the Azora Noteholders pursuant to the Noteholder

Exchange Agreements, collectively, shall not exceed the Cap, as further described in Section 3.4. Each Parent Preferred Stock

Payment Share shall be convertible into 1,000 shares of Parent Common Stock, subject to and contingent upon the affirmative vote of a

majority of the shares of Parent Common Stock present or represented and entitled to vote at a meeting of stockholders of Parent (other

than any Person receiving Parent Common Stock or securities convertible into Parent Common Stock in the Contemplated Transactions or

the Parent Financing) to approve, for purposes of the Nasdaq Stock Market Rules, the issuance of shares of Parent Common Stock to the

holders of Parent Convertible Preferred Stock upon conversion of any and all shares of Parent Convertible Preferred Stock in accordance

with the terms of the Certificate of Designation (the “Preferred Stock Conversion Proposal”).

1.6 Conversion of

Shares.

(a) At

the First Effective Time, by virtue of the First Merger and without any further action on the part of Parent, Merger Subs, the Company

or any stockholder of the Company or Parent:

(i) any

shares of Company Common Stock held as treasury stock or held or owned by the Company or any wholly owned Subsidiary of the Company immediately

prior to the First Effective Time shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange

therefor; and

(ii) subject

to Section 1.5 and Section 1.6(c), each share of Company Capital Stock outstanding immediately prior to the First

Effective Time (excluding shares to be canceled pursuant to Section 1.6(a)(i)) shall be automatically converted solely into

the right to receive the number of Parent Stock Payment Shares as set forth on the Allocation Certificate.

(b) The

Company hereby covenants and agrees that, if any shares of Company Common Stock outstanding immediately prior to the First Effective Time

are subject to a repurchase option or a risk of forfeiture under any applicable restricted stock purchase agreement or other similar agreement

with the Company, the Company will cause such shares of Company Common Stock to no longer be subject to any right of repurchase, risk

of forfeiture or other such conditions as of the First Effective Time.

fractional shares of Parent Common Stock and Parent Convertible Preferred Stock shall be issued in connection with the First Merger, and

no certificates or scrip for any such fractional shares shall be issued and no cash shall be paid for any such fractional shares. Any

fractional shares of Parent Common Stock that a holder of Company Common Stock would otherwise be entitled to receive shall be aggregated

with all fractional shares of Parent Common Stock issuable to such holder and any remaining fractional shares shall be rounded up to the

nearest whole share, in lieu of such fraction of a share. Any fractional share of Parent Convertible Preferred Stock will be rounded up

to the nearest one ten-thousandth of a share, with no additional consideration paid for any fractional shares eliminated due to rounding.

(d) At

the First Effective Time, by virtue of the First Merger and without any further action on the part of Parent, Merger Subs, the Company

or any member of the Company or stockholder of Parent, each share of common stock of First Merger Sub issued and outstanding immediately

prior to the First Effective Time shall be converted into and exchanged for one share of common stock of the First Step Surviving Corporation.

If applicable, each stock certificate of First Merger Sub evidencing ownership of any such shares of common stock of First Merger Sub

shall, as of the First Effective Time, evidence ownership of such shares of common stock of the First Step Surviving Corporation.

(e) If,

between the date of this Agreement and the First Effective Time, the outstanding shares of Company Common Stock or Parent Common Stock

or Parent Convertible Preferred Stock shall have been changed into, or exchanged for, a different number of shares or a different class,

by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares or other like

change, the Exchange Ratio shall, to the extent necessary, be equitably adjusted to reflect such change to the extent necessary to provide

the holders of Company Common Stock and Parent Common Stock and Parent Convertible Preferred Stock, with the same economic effect as contemplated

by this Agreement prior to such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares

or other like change; provided, however, that nothing in this Agreement will be construed to permit the Company or Parent to take

any action with respect to Company Common Stock or Parent Common Stock or Parent Convertible Preferred Stock, respectively, that is prohibited

or not expressly permitted by the terms of this Agreement.

(f) At

the Second Effective Time, by virtue of the Second Merger and without any action on the part of Parent, the First Step Surviving Corporation,

Second Merger Sub or their respective stockholders, each share of the First Step Surviving Corporation issued and outstanding immediately

prior to the Second Effective Time shall be canceled and extinguished without any conversion thereof and no payment or distribution shall

be made with respect thereto.

1.7 Closing of the

Company’s Transfer Books. At the First Effective Time: (a) all holders of (i) certificates representing shares

of Company Capital Stock, and (ii) book-entry shares representing shares of Company Capital Stock (“Book-Entry Shares”),

in each case, that were outstanding immediately prior to the First Effective Time shall be deemed, from and after the First Effective

Time, to only have the right to receive book-entry shares of Parent Common Stock and Parent Convertible Preferred Stock representing

the Merger Consideration and, following issuance of book-entry shares representing the Merger Consideration, such certificates representing

shares of Company Common Stock and Book-Entry Shares shall be cancelled; and (b) three Business Days prior to the First Effective

Time, the stock transfer books of the Company shall be closed with respect to all shares of Company Capital Stock outstanding as of such

time. No further transfer of any such shares of Company Capital Stock shall be made on such stock transfer books after the First Effective

Time. If, after the First Effective Time, a valid certificate previously representing any shares of Company Capital Stock outstanding

immediately prior to the First Effective Time (a “Company Stock Certificate”) is presented to the Exchange

Agent or to the Surviving Entity, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Sections 1.6

and 1.8.

1.8 Exchange of

Shares.

(a) Parent

and the Company have selected VStock Transfer, LLC, a Delaware limited liability company, to act as exchange agent in the Merger (the

“Exchange Agent”). At the First Effective Time, Parent shall deposit with the Exchange Agent certificates or

evidence of book-entry shares representing Parent Common Stock and Parent Convertible Preferred Stock issuable pursuant to Section 1.6(a).

The Parent Common Stock and Parent Convertible Preferred Stock so deposited with the Exchange Agent, together with any dividends or distributions

received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.”

(b) Immediately

following the First Effective Time, the Exchange Agent shall issue book-entry shares representing the Merger Consideration (in a number

of whole shares of Parent Common Stock and Parent Convertible Preferred Stock) that each holder of Company Capital Stock has the right

to receive pursuant to the provisions of Section 1.6(a) and each Company Stock Certificate or Book-Entry Share formerly

held by each such holder shall be deemed, from and after the First Effective Time, to represent only the right to receive book-entry shares

of Parent Common Stock and Parent Convertible Preferred Stock representing the Merger Consideration and, following issuance of book-entry

shares representing the Merger Consideration, shall be cancelled. The Merger Consideration and any dividends or other distributions as

are payable pursuant to Section 1.6(e) shall be deemed to have been in full satisfaction of all rights pertaining

to Company Capital Stock formerly represented by such Company Stock Certificates or Book-Entry Shares.

to compliance with applicable escheat Laws, any portion of the Exchange Fund that remains unclaimed by holders of shares of Company Capital

Stock as of the date that is one year after the Closing Date shall be delivered to Parent upon demand, and any holders of Company Stock

Certificates or Book-Entry Shares who have not theretofore surrendered their Company Stock Certificates or transferred their Book-Entry

Shares in accordance with this Section 1.8 shall thereafter look only to Parent as general creditors for satisfaction of their

claims for Parent Convertible Preferred Stock and any dividends or distributions with respect to shares of Parent Convertible Preferred

Stock.

(d) No

Party shall be liable to any holder of any shares of Company Capital Stock or to any other Person with respect to any shares of Parent

Convertible Preferred Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official

pursuant to any applicable abandoned property Law, escheat Law or similar Law. Any portion of the Exchange Fund that remains unclaimed

by holders of shares of Company Capital Stock as of the date that is two years after the Closing Date (or immediately prior to such earlier

date on which the related Exchange Funds (and all dividends or other distributions in respect thereof) would otherwise escheat to or become

the property of any Governmental Body) shall, to the extent permitted by applicable Law, become the property of the Surviving Entity,

free and clear of all claims or interest of any Person previously entitled thereto.

1.9 Company

Options.

(a) At

the First Effective Time, each Company Option that is outstanding and unexercised immediately prior to the First Effective Time under

the Company Plan, whether or not vested, shall be assumed and converted into and become an option to purchase Parent Common Stock (each,

a “Parent Assumed Option”). Accordingly, from and after the First Effective Time: (i) each Parent Assumed Option

may be exercised solely for shares of Parent Common Stock; (ii) the number of shares of Parent Common Stock subject to each Parent Assumed

Option shall be determined by multiplying (A) the number of shares of Company Common Stock that were subject to the corresponding Company

Option, as in effect immediately prior to the First Effective Time, by (B) the Exchange Ratio, and rounding the resulting number down

to the nearest whole number of shares of Parent Common Stock; (iii) the per share exercise price for the Parent Common Stock issuable

upon exercise of each Parent Assumed Option shall be determined by dividing (A) the per share exercise price of Company Common Stock subject

to the corresponding Company Option, as in effect immediately prior to the First Effective Time, by (B) the Exchange Ratio and rounding

the resulting exercise price up to the nearest whole cent; and (iv) the other terms of each Parent Assumed Option (including, but not

limited to, the expiration date, restrictions on exercisability, and vesting schedule) shall otherwise remain unchanged; provided,

that, (I) in the case of any Parent Assumed Option that was converted from a Company Option to which Section 421 of the Code applies

as of the First Effective Time by reason of its qualification under Section 422 of the Code, the per share exercise price, the number

of shares of Parent Common Stock subject to such Parent Assumed Option and the terms and conditions of such Parent Assumed Option shall

be determined in a manner consistent with the requirements of Section 424(a) of the Code; (II) the exercise price, the number of shares

of Parent Common Stock subject to, and the terms and conditions of exercise of each Parent Assumed Option shall also be determined in

a manner consistent with the requirements of Section 409A of the Code and (III) the Parent Assumed Options shall not be exercisable unless

and until the Preferred Stock Conversion Proposal is approved; provided, further, that: (x) the terms of the Parent Assumed Options

shall be further amended as may be necessary to reflect such assumption and conversion of the Company Options into Parent Assumed Options

(such as by making any change in control or similar definition relate to Parent instead of the Company and having any provision that provides

for the adjustment of Company Options upon the occurrence of certain corporate events of the Company relate to similar corporate events

of Parent instead); and (y) the Parent Board or a committee thereof shall succeed to the authority and responsibility of the Company Board

or any committee thereof with respect to each Parent Assumed Option.

(b) Parent

shall file with the SEC, promptly after the consummation of the Parent Financing (and in any event, not later than thirty (30) days thereafter),

a registration statement on Form S-8 (or any successor form), if available for use by Parent, relating to the shares of Parent Common

Stock issuable with respect to the Parent Assumed Options in accordance with Section 1.9.

1.10 Further Action.

If, at any time after the First Effective Time, any further action is determined by the Surviving Entity to be necessary or desirable

to carry out the purposes of this Agreement or to vest the Surviving Entity with full right, title and possession of and to all rights

and property of the Company, then the officers and directors of the Surviving Entity shall be fully authorized, and shall use their and

its reasonable efforts (in the name of the Company, in the name of Merger Subs, in the name of the Surviving Entity and otherwise) to

take such action.

1.11 Withholding.

The Parties and the Exchange Agent (each, a “Withholding Agent”) shall be entitled to deduct and withhold from

the consideration otherwise payable pursuant to this Agreement to any holder of Company Capital Stock or any other Person such amounts

of Taxes as such Withholding Agent is required to deduct and withhold under the Code or any other Law with respect to the making of such

payment; provided, however, that if a Withholding Agent determines that any payment to any holder of Company Capital Stock is subject

to deduction and/or withholding, then, except with respect to compensatory payments to a current or former employee of the Company, or

as a result of a failure to deliver the certificate described in Section 6.2 that establishes an exemption from U.S. federal

withholding Tax, such Withholding Agent shall: (a) provide written notice to such holder of Company Capital Stock as soon as reasonably

practicable after such determination (and no later than three (3) Business Days prior to undertaking such deduction and/or withholding),

and (b) use commercially reasonable efforts to cooperate with such holder of Company Capital Stock prior to such deduction and/or

withholding to reduce the amount of or eliminate the need for any such deduction and/or withholding to the extent permitted by applicable

Law. To the extent that any amounts of Taxes are so deducted and/or withheld and paid over to the appropriate Governmental Body, such

deducted and/or withheld amounts of Taxes shall be treated for all purposes of this Agreement as having been paid to the Person in respect

of whom such deduction and withholding was made.

1.12 Outstanding

Notes. Upon the Closing, the Parent agrees to guarantee the outstanding convertible notes of the Company, in the aggregate principal

amount of $5,500,000 (the “Azora Notes”).

SECTION 2.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Subject to Section 8.13(h),

except as set forth in the correspondingly numbered Section of the disclosure schedule delivered by the Company to Parent (the “Company

Disclosure Schedule”), the Company represents and warrants to Parent and Merger Subs as of the date hereof (or, in the case

of representations and warranties that speak as of a specified date, as of such specified date, as follows:

2.1 Due Organization;

Subsidiaries.

(a) The

Company is a corporation duly incorporated, validly existing and in good standing under the Laws of Delaware and has all necessary corporate

power and authority: (i) to conduct its business in the manner in which its business is currently being conducted, (ii) to own

or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, and (iii) to

perform its obligations under all Contracts by which it is bound.

(b) The

Company is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under

the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where

the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Material Adverse Effect.

as set forth in Section 2.1(c) of the Company Disclosure Schedule: (i) the Company has no Subsidiaries and has never had any Subsidiaries,

and (ii) the Company does not own, and has never owned, any capital stock of, or any equity, ownership or profit-sharing interest of any

nature in, and does not control, and has never controlled, directly or indirectly, any other Entity.

(d) Except

as set forth in Section 2.1(d) of the Company Disclosure Schedule: The Company is not, nor has ever been, directly or indirectly,

a party to, member of or participant in any partnership, joint venture or similar business entity.

(e) The

Company has not agreed to, and is not obligated to make, nor is bound by any Contract under which it may become obligated to make, any

future investment in or capital contribution to any other Entity.

(f) The

Company has not, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any

general partnership, limited partnership or other Entity.

2.2 Organizational

Documents. The Company has made available to Parent accurate and complete copies of the Organizational Documents of the Company

in effect as of the date of this Agreement. The Company is not in breach or violation of its respective Organizational Documents.

2.3 Authority;

Binding Nature of Agreement.

(a) The

Company has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject

to receipt of the Required Company Stockholder Vote, to consummate the Contemplated Transactions. The Company Board (at meetings duly

called and held or by unanimous written consent) has: (i) determined that the Contemplated Transactions are fair to, advisable and

in the best interests of the Company and Company Stockholders, (ii) authorized, approved and declared advisable this Agreement and

the Contemplated Transactions, and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this

Agreement, that the Company Stockholders vote in favor of the Company Stockholder Matters.

(b) This

Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and

Merger Subs, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its

terms, subject to the Enforceability Exceptions.

2.4 Vote Required.

The affirmative vote (or written consent) of the holders of (a) the holders of at least a majority of the shares of Company Preferred

Stock outstanding on the record date for the Stockholder Written Consent and entitled to vote thereon, voting as a single class on an

as-converted basis, (b) the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Stockholder

Written Consent ((a) and (b) collectively, the “Required Company Stockholder Vote”), is the only vote

(or written consent) of the holders of any class or series of Company Capital Stock necessary to adopt and approve this Agreement and

approve the Contemplated Transactions. The Stockholder Written Consent became effective upon the execution of this Agreement by the parties

hereto and provided the Required Company Stockholder Vote. No other corporate proceedings by the Company are necessary to authorize this

Agreement or to consummate the Contemplated Transactions.

2.5 Non-Contravention;

Consents. Subject to obtaining the Required Company Stockholder Vote, the filing of the Certificates of Merger required by the

DGCL, the filing of the Certificate of Designation and the approval of the Nasdaq Listing Application, neither (x) the execution,

delivery or performance of this Agreement by the Company, nor (y) the consummation of the Contemplated Transactions, will directly or

indirectly (with or without notice or lapse of time):

(a) contravene,

conflict with or result in a violation of any of the provisions of the Company’s Organizational Documents;

(b) contravene,

conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Contemplated Transactions

or to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which the Company,

or any of the assets owned or used by the Company, is subject, except as would not reasonably be expected to be material to the Company

or its business;

conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw,

suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company, except as would not reasonably be expected

to be material to the Company or its business;

(d) except

as set forth in Section 2.5(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach

of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to: (i) declare a

default or exercise any remedy under any Company Material Contract, (ii) any material payment, rebate, chargeback, penalty or change

in delivery schedule under any Company Material Contract; (iii) accelerate the maturity or performance of any Company Material Contract;

or (iv) cancel, terminate or modify any term of any Company Material Contract, except in the case of any non-material breach, default,

penalty or modification; or

(e) result

in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company (except for Permitted

Encumbrances).

Except for: (i) any Consent

set forth in Section 2.5 of the Company Disclosure Schedule under any Company Contract, (ii) the Required Company Stockholder

Vote, (iii) the filing of the Certificates of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (iv) the

filing of the Certificate of Designation with the Secretary of State of the State of Delaware pursuant to the DGCL and (v) such consents,

waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state

securities Laws or Nasdaq, the Company is not and will not be required to make any filing with or give any notice to, or to obtain any

Consent from, any Person in connection with: (A) the execution, delivery or performance of this Agreement, or (B) the consummation

of the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable

to business combinations contained in Section 203 of the DGCL (or analogous provisions) are, and will be, inapplicable to the execution,

delivery and performance of this Agreement, the Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other

state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Lock-Up Agreements or any of the

Contemplated Transactions.

2.6 Capitalization.

(a) The

authorized Company Capital Stock as of the date immediately prior to the Closing consists of: (i) 48,800,000 shares of Company

Common Stock, par value $0.0001 per share, of which 22,856,666 shares are issued and outstanding as of immediately prior to the Closing,

and (ii) 19,057,182 shares of Company Preferred Stock, par value $0.0001 per share (the “Company Preferred

Stock”), 11,191,152 of which have been designated Series A-1 Preferred Stock, 11,191,152 of which are issued and outstanding

as of immediately prior to the Closing, 6,783,587 of which have been designated Series A-2 Preferred Stock, 6,783,587 of which are issued

and outstanding as of immediately prior to the Closing, and 1,082,443 of which have been designated Series A-3 Preferred Stock, 1,055,262

of which are issued and outstanding as of immediately prior to the Closing. The Company does not hold any shares of its capital stock

in its treasury. Section 2.6(a) of the Company Disclosure Schedule lists, as of immediately prior to the Closing, each record

holder of issued and outstanding Company Capital Stock and the number and type of shares of Company Capital Stock held by such holder.

(b) All

of the outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, and are fully

paid and nonassessable. Except as set forth in the Investor Agreements, none of the outstanding shares of Company Capital Stock is entitled

or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares

of Company Capital Stock is subject to any right of first refusal in favor of the Company. Except as contemplated in this Agreement or

as set forth in the Investor Agreements, there is no Company Contract relating to the voting or registration of, or restricting any Person

from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of

Company Capital Stock. The Company is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated,

to repurchase, redeem or otherwise acquire any outstanding shares of Company Capital Stock or other securities. Section 2.6(b)

of the Company Disclosure Schedule accurately and completely lists (i) all repurchase rights held by the Company with respect to shares

of Company Capital Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights

are currently exercisable and (ii) whether the holder of such shares of Company Capital Stock timely filed an election with the relevant

Governmental Bodies under Section 83(b) of the Code with respect to such shares. Each share of Company Preferred Stock is convertible

into one share of Company Common Stock.

for the Company’s 2017 Incentive Plan (the “Company Plan”), the Company does not have any stock option

plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the date of

this Agreement, the Company has authorized 4,869,453 shares of Company Common Stock for issuance under the Company Plan, of which 3,690,382

shares have been issued and are currently outstanding. As of the date of this Agreement, 4,537,787 shares have been reserved for issuance

upon (i) exercise of Company Options previously granted and currently outstanding under the Company Plan, and (ii) exercise of Company

restricted stock awards previously granted and currently outstanding under the Company Plan, and 847,405 shares of Company Common Stock

remain available for future issuance of awards pursuant to the Company Plan. Section 2.6(c) of the Company Disclosure Schedule

sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the name

of the optionee, (ii) the number of shares of Company Common Stock subject to such Company Option at the time of grant, (iii) the

number of shares of Company Common Stock subject to such Company Option as of the date of this Agreement, (iv) the exercise price

of such Company Option (v) the date on which such Company Option was granted, (vi) the applicable vesting schedule, including

the number of vested and unvested shares as of the date of this Agreement and any acceleration provisions, (vii) the date on which

such Company Option expires, (viii) whether such Company Option is intended to constitute an “incentive stock option”

(as defined in the Code) or a non-qualified stock option, and (ix) whether such Company Option is “early exercisable.”

The Company has made available to Parent an accurate and complete copy of the Company Plan and a form of stock option agreement that is

consistent in all material respects with the stock option agreements evidencing outstanding Company Options granted thereunder. No vesting

of Company Options will be accelerated in connection with the closing of the Contemplated Transactions other than as set forth in Section

2.6(c) of the Company Disclosure Schedule. The per share exercise price of each Company Option is at least equal to the per share

fair market value of the Company Common Stock as of the date such Company Option was granted. In addition, other than the Company Options,

there are no bonds, debentures, notes or other indebtedness involving the Company having the right to vote (or convertible into, or exchangeable

for, securities having the right to vote) on any matters on which stockholders of the Company may vote.

(d) Except

for Company Options set forth in Section 2.6(c) of the Company Disclosure Schedule, there is no: (i) outstanding subscription,

option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of

the Company, (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares

of the capital stock or other securities of the Company, or (iii) condition or circumstance that could be reasonably likely to give

rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive

any shares of capital stock or other securities of the Company. There are no outstanding or authorized stock appreciation, phantom stock,

profit participation or other similar rights with respect to the Company.

(e) All

outstanding shares of Company Common Stock, Company Preferred Stock, Company Options and other securities of the Company have been issued

and granted in compliance with (i) the Organizational Documents of the Company in effect as of the relevant time and all applicable

securities Laws and other applicable Law, and (ii) all requirements set forth in applicable Contracts.

(f) All

distributions, dividends, repurchases and redemptions of the Company Capital Stock or other equity interests of the Company were undertaken

in compliance with (i) the Organizational Documents of the Company in effect as of the relevant time and all applicable securities

Laws and other applicable Laws, and (ii) all requirements set forth in applicable Contracts.

2.7 Financial Statements.

(a) Prior

to the execution hereof, the Company has provided to Parent true and complete copies of the Company Unaudited Interim Balance Sheet, (collectively,

the “Company Financials”). The Company Financials were (i) derived from and in accordance with the books and

records of the Company, (ii) complied as to form in all material respects with applicable accounting requirements with respect thereto

as of their respective dates and (iii) and fairly present, in all material respects, the financial position and operating results of the

Company as of the dates and for the periods indicated therein, except for normal, recurring year-end audit adjustments and the absence

of footnotes.

(b) The

Company maintains accurate books and records reflecting its assets and liabilities and maintains a system of internal accounting controls

designed to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific

authorizations, (ii) access to the Company’s assets is permitted only in accordance with management’s general or specific

authorization, (iii) the recorded accountability for the Company’s assets is compared with the existing assets at regular intervals

and appropriate action is taken with respect to any differences, and (iv) accounts, notes and other receivables and inventory are

recorded accurately, and proper and adequate procedures are implemented which are designed to effect the collection thereof on a current

and timely basis.

Company has not entered into any securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c)

of Regulation S-K under the Exchange Act) effected by the Company since the Company’s inception.

(d) Except

as set forth in Section 2.7(d) of the Company Disclosure Schedule, since the Company’s inception, there have been no formal investigations

regarding financial reporting or accounting policies and practices discussed with, reviewed by or initiated at the direction of the chief

executive officer or chief financial officer of the Company, the Company Board or any committee thereof. Since the Company’s inception,

neither the Company nor its independent auditors have identified: (i) any significant deficiency or material weakness in the design

or operation of the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that

involves the Company, the Company’s management or other employees who have a role in the preparation of financial statements or

the internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any of the foregoing.

2.8 Absence of Changes.

Except as set forth in Section 2.8 of the Company Disclosure Schedule, after the date of the Company Unaudited Interim Balance

Sheet, the Company has conducted its business only in the Ordinary Course of Business (except for the execution and performance of this

Agreement and the discussions, negotiations and transactions related thereto) and there has not been any (x) Company Material Adverse

Effect and (y) the Company has not done any of the following:

(a) declared,

accrued, set aside or paid any dividend or made any other distribution in respect of any shares of its capital stock; or repurchased,

redeemed or otherwise reacquired any shares of its capital stock or other securities (except for shares of Company Common Stock from terminated

employees, directors or consultants of the Company or in connection with the payment of the exercise price and/or withholding Taxes incurred

upon the exercise, settlement or vesting of any award granted under the Company Plan);

(b) sold,

issued, granted, pledged, disposed of or otherwise encumbered (other than encumbrances pursuant to applicable securities Laws) or authorized

any encumbrance (other than encumbrances pursuant to applicable securities Laws) with respect to: (A) any capital stock or other

security of the Company (except for Company Common Stock issued upon the valid exercise of outstanding Company Options); (B) any

option, warrant or right to acquire any capital stock or any other security, other than option grants to employees and consultants in

the Ordinary Course of Business; or (C) any instrument convertible into or exchangeable for any capital stock or other security of

the Company ;

as required to give effect to anything in contemplation of the Closing, amended any of its Organizational Documents, or effected or been

a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split,

reverse stock split or similar transaction except, for the avoidance of doubt, the Contemplated Transactions;

(d) formed

any Subsidiary or acquired any equity interest or other interest in any other Entity or entered into a joint venture with any other Entity;

(e) either:

(i) lent money to any Person (except for the advance of reasonable business expenses to employees, directors and consultants in the

Ordinary Course of Business), (ii) incurred or guaranteed any indebtedness for borrowed money, or (iii) guaranteed any debt

securities of others;

(f) other

than as required by applicable Law or the terms of any Company Benefit Plan as in effect on the date of this Agreement and other than

the Company Plan or any Company Option: (A) adopted, terminated, established or entered into any Company Benefit Plan; (B) caused

or permitted any Company Benefit Plan to be amended in any material respect; (C) paid any material bonus or distributed any profit-sharing

account balances or similar payment to, or increased the amount of the wages, salary, commissions, benefits or other compensation or remuneration

payable to, any of its directors, officers or employees; (D) increased the severance or change-of-control benefits offered

to any current, former or new employees, directors or consultants or (E) hired, terminated or gave notice of termination (other than

for cause) to, any (x) officer or (y) employee whose annual base salary is or is expected to be more than $125,000 per year;

(g) entered

into any Labor Agreement;

(h) entered

into any material transaction outside the Ordinary Course of Business other than in connection with the Contemplated Transactions;

(i) acquired

any material asset or sold or otherwise irrevocably disposed of any of its assets or properties (other than disposal of obsolete assets),

or granted any Encumbrance (other than Permitted Encumbrances) with respect to such assets or properties, except in the Ordinary Course

of Business;

(j) sold,

assigned, transferred, licensed, sublicensed, cancelled, abandoned, allowed to lapse, or otherwise disposed of any material Company IP

(other than (A) pursuant to non-exclusive licenses granted in the Ordinary Course of Business or (B) expiration of Company IP

in accordance with the applicable statutory term);

(k) made,

changed or revoked any material Tax election, failed to pay any income or other material Tax as such Tax becomes due and payable, filed

any amendment making any material change to any Tax Return, settled or compromised any income or other material Tax liability, entered

into any Tax allocation, sharing, indemnification or other similar agreement or arrangement (including any “closing agreement”

described in Section 7121 of the Code (or any similar Law) with any Governmental Body, but excluding customary commercial Contracts

entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes), requested or consented to any extension

or waiver of any limitation period with respect to any claim or assessment for any income or other material Taxes (other than pursuant

to an automatic extension of time to file any Tax Return granted in the Ordinary Course of Business of not more than six months), or adopted

or changed any material accounting method in respect of Taxes;

(l) made

any expenditures, incurred any Liabilities or discharged or satisfied any Liabilities, in each case, in amounts that exceed $100,000;

(m) other

than as required by Law or GAAP, taken any action to change accounting policies or procedures;

(n) initiated

or settled any Legal Proceeding; or

(o) agreed,

resolved or committed to do any of the actions in Sections 2.8(a) through 2.8(n).

2.9 Absence of Undisclosed

Liabilities. As of the date hereof, the Company has no liability, indebtedness, obligation or expense of any kind, whether accrued,

absolute, contingent, matured or unmatured (whether or not required to be reflected in the financial statements in accordance with GAAP)

(each a “Liability”), except for: (a) Liabilities disclosed, reflected or reserved against in the Company

Unaudited Interim Balance Sheet, (b) Liabilities that have been incurred by the Company since the date of the Company Unaudited

Interim Balance Sheet in the Ordinary Course of Business not in excess of $50,000, (c) Liabilities for performance of obligations

under Company Contracts in the Ordinary Course of Business (other than those resulting from a breach of such Company Contracts), (d) Liabilities

incurred in connection with the Contemplated Transactions, and (e) Liabilities described in Section 2.9 of the Company Disclosure

Schedule.

2.10 Title to Assets.

The Company owns, and has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all

tangible properties or tangible assets and equipment used or held for use in its business or operations or purported to be owned by it

that are material to the Company or its business, including: (a) all material tangible assets reflected on the Company Unaudited

Interim Balance Sheet, and (b) all other material tangible assets reflected in the books and records of the Company as being owned

by the Company. All of such material tangible assets are owned or, in the case of leased assets, leased by the Company free and clear

of any Encumbrances, other than Permitted Encumbrances.

2.11 Real Property;

Leasehold. The Company does not own, nor has ever owned, any real property. The Company has made available to Parent (a) an

accurate and complete list of all real properties with respect to which the Company directly or indirectly holds a valid leasehold interest

as well as any other real estate that is in the possession of, or occupied or leased by, the Company, and (b) copies of all leases

under which any such real property is possessed, occupied or leased (the “Company Real Estate Leases”), each

of which is in full force and effect, with no existing material default thereunder by the Company, or to the Knowledge of the Company,

any other party thereto. The Company’s possession, occupancy, lease, use and/or operation of each such leased property and leasehold

interests conforms to all applicable Laws in all material respects, and the Company has exclusive possession of each such leased property

and leasehold interest and has not granted any occupancy rights to tenants or licensees with respect to such leased property or leasehold

interest. In addition, each such leased property and leasehold interest is free and clear of all Encumbrances other than Permitted Encumbrances.

The Company has not received any written notice from its landlords or any Governmental Body that: (i) relates to violations of building,

zoning, safety or fire ordinances or regulations, (ii) claims any defect or deficiency with respect to any of such leased properties

or leaseholder interests, or (iii) requests the performance of any repairs, alterations or other work, in each case, to such leased

property and leaseholder interests.

2.12 Intellectual

Property; Privacy.

(a) Section 2.12(a) of

the Company Disclosure Schedule identifies each item of material Registered IP owned in whole or in part by the Company, including, with

respect to each application and registration: (i) the name of the applicant or registrant and any other co-owner, (ii) the

jurisdiction of application or registration, (iii) the application or registration number, (iv) the date of issue, filing, or registration,

as applicable, and to the extent applicable, the twenty (20) year patent term expiration date. There are no material Trademarks, Copyrights,

Internet domain names, or material proprietary Software. To the Knowledge of the Company, each of the patents and patent applications

included in Section 2.12(a) of the Company Disclosure Schedule properly identifies by name each and every inventor

of the inventions claimed therein as determined in accordance with applicable Laws of the United States. For all patents and patent applications

set forth in Section 2.12(a) of the Company Disclosure Schedule, all necessary registration, maintenance, renewal and other relevant filing

fees due through the Closing Date have been timely paid and all necessary documents and certificates in connection therewith have been

timely filed with the relevant Patent authorities in the United States or the applicable foreign jurisdiction, as the case may be, for

the purpose of maintaining such patents and patent applications in full force and effect. As of the date of this Agreement, no cancellation,

interference, opposition, reissue, reexamination or other proceeding of any nature (other than office actions or similar communications

issued by any Governmental Body in the ordinary course of prosecution of any pending applications for registration) is pending or, to

the Knowledge of the Company, threatened in writing in which the scope, validity, enforceability or ownership of any Company IP is being

or has been contested or challenged. To the Knowledge of the Company, each item of Company IP is valid and enforceable, and with respect

to the Company’s Registered IP, subsisting. There are no actions that must be taken within ninety (90) days of the Closing,

the failure of which will result in the abandonment, lapse or cancellation of any material Registered IP owned in whole or in part by

the Company, except as disclosed on Section 2.12(a) of the Company Disclosure Schedule. The Company IP shall be available for use by the

Surviving Entity immediately after the Closing Date on identical terms and conditions to those under which the Company owned or used the

Company IP immediately prior to the Closing Date.

(b) The

Company exclusively owns all right, title and interest in and to all material Company Owned IP (provided, that, with respect to the Registered

IP disclosed in Section 2.12(a) of the Company Disclosure Schedule that is identified as owned jointly by the Company

with one or more co-owners, the Company exclusively owns all right, title and interest in and to its respective undivided ownership interest

therein), free and clear of all Encumbrances other than Permitted Encumbrances. To the Knowledge of the Company, the Company owns or has

a valid, enforceable written license to use all Company IP and all other Intellectual Property Rights used in, material to, or otherwise

necessary for the operation of the Company’s business as currently conducted and as contemplated for the Company’s products

in development, including AT177 for treating ulcerative colitis and Crohn’s disease. Each Company Associate involved in the creation

or development of any material Company Owned IP, pursuant to such Company Associate’s activities on behalf of the Company, has signed

a written agreement containing an assignment of such Company Associate’s rights in such Company Owned IP to the Company, which written

agreement, to the Knowledge of the Company, is valid and enforceable. Each Company Associate who has or has had access to the Company’s

trade secrets or confidential information has signed a written agreement containing confidentiality provisions protecting the Company

Owned IP, trade secrets and confidential information which written agreement, to the Knowledge of the Company, is valid and enforceable.

The Company has taken commercially reasonable steps to protect and preserve the confidentiality of its trade secrets and confidential

information.

the Knowledge of the Company, no funding, facilities or personnel of any Governmental Body or any university, college, research institute

or other educational institution has been used to create or develop any Company Owned IP, such that any such Governmental Body or institution

has any claim to ownership rights or a license to such Company Owned IP or the right to receive royalties for the practice of such Company

Owned IP.

(d) Section 2.12(d) of

the Company Disclosure Schedule sets forth each Contract pursuant to which the Company (i) is granted any license under, or otherwise

has received or acquired any right (whether or not currently exercisable and including a right to receive a license, a covenant not to

sue and similar rights) or interest in, any material Intellectual Property Right owned by any third party Person (each a “Company

In-bound License”) or (ii) grants to any third party Person any license under, or otherwise grants any right (whether

or not currently exercisable and including a right to receive a license, a covenant not to sue and similar rights) or interest in, any

material Company IP (each a “Company Out-bound License”) (provided, that, Section 2.12(d) of

the Company Disclosure Schedule may not set forth, and Company In-bound Licenses shall not include Company Standard Inbound Contracts;

and Section 2.12(d) of the Company Disclosure schedule may not set forth, and Company Out-bound Licenses shall not

include Company Standard Outbound Contracts). To the Knowledge of the Company, all Company In-bound Licenses and Company Out-bound Licenses

are in full force and effect and are valid, enforceable and binding obligations of the Company and, to the Knowledge of Company, each

other party to such Company In-bound Licenses or Company Out-bound Licenses. Neither the Company nor, to the Knowledge of the Company,

any other party to any Company In-bound License or Company Out-bound License, is in material breach of such Company In-bound License or

Company Out-bound License. Except as set forth in Section 2.12(d) of the Company Disclosure Schedule, none of the

terms or conditions of any Company In-bound License or any Company Out-bound License obligates the Company or any of its Affiliates to

maintain or prosecute any Intellectual Property Rights should the Company choose to terminate such Intellectual Property Rights.

(e) To

the Knowledge of the Company: (i) the operation of the business of the Company as currently conducted and contemplated does not infringe,

misappropriate or otherwise violate any Intellectual Property Rights of any other Person and (ii) no other Person is infringing,

misappropriating or otherwise violating any Company IP. No Legal Proceeding is pending (or, to the Knowledge of the Company, is threatened

in writing) (A) against the Company alleging that the operation of the business of the Company infringes or constitutes the misappropriation

or other violation of any Intellectual Property Rights of another Person or (B) by the Company alleging that another Person has infringed,

misappropriated or otherwise violated any of the Company IP. Since January 1, 2023, the Company has not received any written notice

or other written communication alleging that the operation of the business of the Company infringes or constitutes the misappropriation

or other violation of any Intellectual Property Right of another Person.

(f) None

of the Company Owned IP and, to the Knowledge of the Company, none of the Company Licensed IP is subject to any pending or outstanding

injunction, directive, order, judgment or other disposition of dispute that adversely and materially restricts the use, transfer, registration

or licensing by the Company of any such Company IP.

(g) No

source code of any Software owned by the Company has been licensed or otherwise provided to another Person other than to consultants and

contractors who are licensed to use the source code solely in connection with performing work on behalf of the Company and who are bound

by confidentiality obligations with respect to such source code (“Permitted Source Code Sublicensees”). Neither

the Company has disclosed or delivered to any escrow agent or any other Person (other than Permitted Source Code Sublicensees) any of

the source code of any Software owned by the Company, and no other Person (other than Permitted Source Code Sublicensees) has the right,

contingent or otherwise, to obtain access to or use any such source code. The Company has in its possession, or has all necessary rights

to obtain, all Software source code and all related technical and other information required to enable its appropriately skilled employees

or those of another Person to maintain and support the Software owned by the Company.

(h) The

Company has not (i) incorporated Open Source Software into, or combined Open Source Software with, any proprietary Software of the

Company (ii) distributed Open Source Software in conjunction with or for use with any proprietary Software of the Company, or (iii) otherwise

used Open Source Software, in each case, in a manner that obligates the Company to disclose, make available, offer or deliver any portion

of the source code of any proprietary Software of the Company to any Person or otherwise affects the Company’s freedom of action

with respect to the use or distribution of any proprietary Software of the Company. All use and distribution of any Open Source Software

by the Company is and has been in compliance in all material respects with all licenses applicable thereto, including all applicable copyright

notice and attribution requirements.

(i) The

Company has used commercially reasonable efforts designed to prevent the introduction into any Software owned by the Company, and, to

the Knowledge of the Company, such Software does not contain, any “back door,” “drop dead device,” “time

bomb,” “Trojan horse,” “virus” or “worm” (as such terms are commonly understood in the software

industry) or any other code designed or intended to have any of the following functions: disrupting or disabling the operation of, or

providing unauthorized access to, a computer system or network or other device on which such code is stored or installed.

(j) To

the Knowledge of the Company, the Company and the operation of the Company’s business are, and at all times since the Company’s

inception have been, in material compliance with all applicable Privacy and Data Processing Requirements. Except as would not reasonably

be expected to result in liability material to the Company, the Company has at all applicable times provided all notices, and obtained

and maintained all rights, consents, and authorizations, to Process Company Data as Processed by or for the Company. Since the Company’s

inception, there has been (i) no loss or theft of, malfunction of, or security breach relating to, Company Data or the Company’s

information technology systems, (ii) no material violation of any security policy of the Company regarding any such Company Data,

and (iii) no unauthorized access to, or unauthorized, unintended, or improper use, disclosure, or other Processing of any Company

Data. The Company has not provided or been legally required to provide any notices to any Person in connection with an unauthorized access,

use, or disclosure of Company Data. The Company has not been the subject of or received written notice of any complaints, claims or investigations

related to their collection, use, storage or processing of Company Data or alleging any violation of applicable Privacy and Data Processing

Requirements. Since the Company’s inception, the Company has maintained commercially reasonable measures and maintained commercially

reasonable disaster recovery and security plans and procedures to protect the information technology systems used in, material to or necessary

for operation of the Company’s business as currently conducted and Company Data from unauthorized access, use, disclosure or other

unauthorized Processing, and such measures have at all times since the Company’s inception materially complied with applicable Privacy

and Data Processing Requirements.

(k) The

computer systems, including the software, firmware, hardware, networks, interfaces, platforms and related systems, owned, leased or licensed

by the Company (collectively, the “Company Systems”) perform in all material respects as is necessary for the

conduct of its business as presently conducted by Company. In the twelve (12) months immediately prior to the date of this Agreement,

(i) there have been no material failures, breakdowns or other adverse events materially affecting any such Company Systems that have caused

a material disruption or interruption to the conduct of the business of the Company.

2.13 Agreements,

Contracts and Commitments.

(a) Section 2.13(a)

of the Company Disclosure Schedule lists the following Company Contracts in effect as of the date of this Agreement other than any Company

Benefit Plans (each, a “Company Material Contract” and collectively, the “Company Material Contracts”):

(i) each

Company Contract relating to any agreement of indemnification or guaranty not entered into in the Ordinary Course of Business;

(ii) each

Company Contract containing (A) any covenant limiting the freedom of the Company or the Surviving Entity to engage in any line of

business or compete with any Person, (B) any most-favored nation or other preferred pricing arrangement in favor of a Person other

than the Company or any similar term by which any Person is or could become entitled to any benefit, right or privilege that must be at

least as favorable to such Person as those offered to any other Person, (C) any exclusivity provision, right of first refusal or

right of first negotiation or similar covenant in favor of a Person other than the Company, or (D) any non-solicitation provision

not entered into in the Ordinary Course of Business;

(iii) each

Company Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000 pursuant

to its express terms and not cancelable without penalty;

(iv) each

Company Contract relating to the disposition or acquisition of material tangible assets or any ownership interest in any Entity, except

as contemplated hereby;

(v) each

Company Contract relating to any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or

instruments relating to the borrowing of money or extension of credit or creating any material Encumbrances with respect to any assets

of the Company or any loans or debt obligations with officers or directors of the Company;

(vi) each

Company Contract requiring payment by or to the Company after the date of this Agreement in excess of $100,000 in the aggregate in the

current calendar year or any future calendar year pursuant to its express terms relating to: (A) any distribution agreement, including

a distribution agreement involving the development or commercialization of any pharmaceutical product (identifying any that contain exclusivity

provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development

activities of the Company; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other

agreement currently in force under which the Company has continuing obligations to develop or market any product, technology or service,

or any agreement pursuant to which the Company has continuing obligations to develop any Intellectual Property Rights that will not be

owned, in whole or in part, by the Company; or (D) any Contract with any third party providing any services relating to the manufacture

or production of any product, service or technology of the Company or any Contract to sell, distribute or commercialize any products or

service of the Company;

(vii) each

Company Contract with any financial advisor, broker, finder, investment banker or other similar Person providing financial advisory services

to the Company in connection with the Contemplated Transactions;

(viii) each

Company Real Estate Lease;

(ix) each

Company Contract with any Governmental Body;

(x) each

Company Out-bound License and Company In-bound License, and each Company Contract containing a covenant not to sue or otherwise enforce

any Intellectual Property Rights;

(xi) each

Company Contract requiring the payment of any royalty, dividend or similar arrangement based on the revenues or profits of the Company;

(xii) each

Company Contract that is a Labor Agreement;

(xiii) each

Company Contract, offer letter, employment agreement, or independent contractor agreement with any employee, independent contractor or

other natural person service provider that (A) is not immediately terminable at will by the Company without notice, severance or other

cost or payment, except as required under applicable Law, or (B) provides for retention payments, change of control payments, severance,

accelerated vesting, or any similar payment or benefit that may or will become due as a result of the Merger (either alone or when combined

with the occurrence of any other event or condition);

(xiv) each

Company Contract providing any option to receive a license or other right, any right of first negotiation, any right of first refusal

or any similar right to any Person related to any material Company IP or material Intellectual Property Right licensed to the Company

under a Company In-bound License;

(xv) each

Company Contract entered into in settlement of any Legal Proceeding or other dispute; and

(xvi) any

other Company Contract that is not terminable at will (with no penalty or payment or requirement for prior notice, except as required

by applicable Law) by the Company and (A) which involves payment or receipt by the Company after the date of this Agreement under

any such agreement, Contract or commitment of more than $100,000 in the aggregate, or obligations after the date of this Agreement in

excess of $100,000 in the aggregate, or (B) that is material to the business or operations of the Company taken as a whole.

(b) The

Company has delivered or made available to Parent accurate and complete copies of all Company Material Contracts, including all amendments

thereto. There are no Company Material Contracts that are not in written form. Neither the Company nor, to the Company’s Knowledge,

as of the date of this Agreement any other party to a Company Material Contract, has breached, violated or defaulted under, or received

notice that it breached, violated or defaulted under, any of the terms or conditions of any Company Material Contract. As to the Company,

as of the date of this Agreement, each Company Material Contract is valid, binding, enforceable and in full force and effect, subject

to the Enforceability Exceptions. No Person has provided notice to the Company requesting to renegotiate, exercise a right of negotiation

or otherwise change, any material amount paid or payable to the Company under any Company Material Contract or any other material term

or provision of any Company Material Contract or not renew, cancel or terminate any Company Material Contract.

2.14 Compliance;

Permits; Restrictions. The Company holds all required Governmental Authorizations which are material to the operation of the

business of the Company as currently conducted or intended to be conducted (the “Company Permits”). Section 2.14

of the Company Disclosure Schedule identifies each Company Permit. Each such Company Permit is valid and in full force and effect, and

the Company is in material compliance with the terms of the Company Permits. No Legal Proceeding is pending or, to the Knowledge of the

Company, threatened, which seeks to revoke, limit, suspend, or materially modify any Company Permit.

2.15 Legal Proceedings;

Orders.

(a) Except

as set forth in Section 2.15(a) of the Company Disclosure Schedule, as of the date of this Agreement, there is no pending

Legal Proceeding and, to the Knowledge of the Company, no Person has threatened in writing to commence any Legal Proceeding: (i) that

involves (A) the Company, (B) any Company Associate (in his or her capacity as such), or (C) any of the material assets

owned or used by the Company, or (ii) that challenges, or that would have the effect of preventing, delaying, making illegal or otherwise

interfering with, the Contemplated Transactions.

(b) Except

as set forth in Section 2.15(b) of the Company Disclosure Schedule, since the Company’s inception through the date of

this Agreement, no Legal Proceeding has been pending against the Company that resulted in material liability to the Company.

is no order, writ, injunction, judgment or decree to which the Company, or any of the material assets owned or used by the Company, is

subject. To the Knowledge of the Company, no officer or employees of the Company is subject to any order, writ, injunction, judgment or

decree that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to the business

of the Company or to any material assets owned or used by the Company.

2.16 Tax Matters.

(a) Except

as set forth in Section 2.16(a) of the Company Disclosure Schedule, the Company has timely filed all income and other material Tax Returns

that were required to be filed by or with respect to it under applicable Law. All such Tax Returns are correct and complete in all material

respects and have been prepared in compliance in all material respects with all applicable Law. No written, or, to the Knowledge of the

Company, verbal claim has ever been made by any Governmental Body in any jurisdiction where the Company does not file a particular Tax

Return or pay a particular Tax that the Company is subject to taxation by that jurisdiction.

(b) All

income and other material Taxes due and owing by the Company on or before the date hereof (whether or not shown on any Tax Return) have

been fully and timely paid. The unpaid Taxes of the Company did not, as of the date of the Company Unaudited Interim Balance Sheet, materially

exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book

and Tax items) set forth on the face of the Company Unaudited Interim Balance Sheet. Since the date of the Company Unaudited Interim Balance

Sheet, the Company has not incurred any material Liability for Taxes outside the Ordinary Course of Business.

Taxes that the Company is or was required by Law to withhold or collect have been duly and timely withheld or collected in all material

respects on behalf of its respective employees, independent contractors, stockholders, lenders, customers or other third parties and have

been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose.

(d) There

are no Encumbrances for Taxes (other than Encumbrances described in clause (a) of the definition of Permitted Encumbrances) upon any of

the assets of the Company.

(e) No

deficiencies for a material amount of Taxes with respect to the Company have been claimed, proposed or assessed by any Governmental Body

in writing, that have not been fully resolved. There are no pending or ongoing and, to the Knowledge of the Company, no threatened audits,

assessments or other actions for or relating to any liability in respect of a material amount of Taxes of the Company. Neither the Company

nor any of its predecessors has waived any statute of limitations or agreed to any extension of time with respect to any income or other

material Tax assessment or deficiency.

(f) The

Company has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during

the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

(g) The

Company is not a party to any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, or similar agreement or arrangement,

other than customary commercial Contracts entered into in the Ordinary Course of Business the principal subject matter of which is not

Taxes.

(h) The

Company (and Parent as a result of the Merger) will not be required to include any item of income in, or exclude any item of deduction

from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method

of accounting for Tax purposes for a Tax period ending on or prior to the Closing Date; (ii) use of an improper method of accounting

for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121

of the Code (or any similar provision of state, local or foreign Law) executed on or prior to the Closing Date; (iv) intercompany

transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of

state, local or foreign Law); (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid

amount, advance payment or deferred revenue received or accrued on or prior to the Closing Date; (vii) application of Section 367(d) of

the Code to any transfer of intangible property on or prior to the Closing Date; or (viii) application of Sections 951 or 951A of the

Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date.

(i) The

Company has not ever been: (i) a member of a consolidated, combined or unitary Tax group (other than such a group the common parent

of which is the Company), or (ii) a party to any joint venture, partnership, or other arrangement that is treated as a partnership

for U.S. federal income Tax purposes. The Company has no Liability for any material Taxes of any Person (other than the Company) under

Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign Law), as a transferee or successor, by

Contract (other than a Contract entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes) or

otherwise by operation of Law.

(j) The

Company has not ever distributed stock of another Person, or had its stock distributed by another Person, in a transaction that was purported

or intended to be governed in whole or in part by Section 355 of the Code or Section 361 of the Code (or any similar provisions

of state, local or foreign Law).

(k) The

Company has not had a permanent establishment (within the meaning of an applicable Tax treaty) or otherwise had an office or fixed place

of business in a country other than the country in which it is organized.

(l) The

Company has not participated in or been a party to a transaction that constitutes a “listed transaction” within the meaning

of Section 6707A(c)(2) of the Code and Treasury Regulations Section 1.6011-4(b)(2).

(m) Section 2.16(m)

of the Company Disclosure Schedule sets forth the entity classification of the Company for U.S. federal, and applicable state and local,

income Tax purposes. The Company has not made an election or taken any other action to change its federal, state, and local income Tax

classification from such classification.

(n) The

Company has not taken any action or have Knowledge of any fact that would reasonably be expected to prevent the Merger from qualifying

as a reorganization under Section 368(a) of the Code.

For purposes of this Section 2.16,

each reference to the Company shall be deemed to include any Person that was liquidated into, merged with, or is otherwise a predecessor

to, the Company.

2.17 Employee and

Labor Matters; Benefit Plans.

(a) Section 2.17(a)

of the Company Disclosure Schedule is a list of all material Company Benefit Plans, other than at-will employment offer letters on

the Company’s standard form and other than individual compensatory equity award agreements made pursuant to the

Company’s standard forms and disclosed to the Parent, in which case only representative standard forms of such agreements

shall be scheduled. “Company Benefit Plan” means each: (i) “employee benefit plan” as defined in

Section 3(3) of ERISA, and (ii) other pension, retirement, deferred compensation, excess benefit, profit-sharing, bonus,

incentive, equity or equity-based, phantom equity, employment, severance, change-of-control, retention, health, life, disability,

group insurance, paid time off, holiday, welfare and fringe benefit plan, program, agreement, Contract, or arrangement (whether

written or unwritten, qualified or nonqualified, funded or unfunded, fully-insured or self-insured, subject or not subject to ERISA

and including any that have been frozen), in each case, sponsored, maintained, administered, contributed to, or required to be

contributed to, by the Company for the benefit of any current or former employee, director, officer or independent contractor of the

Company (or beneficiary thereof) or under which the Company has any actual or contingent liability (including, without limitation,

by reason of having a Company ERISA Affiliate).

(b) As

applicable with respect to each material Company Benefit Plan, the Company has made available to Parent, true and complete copies of:

(i) each material Company Benefit Plan, including all amendments thereto, and in the case of an unwritten material Company Benefit

Plan, a written description thereof, (ii) all current trust documents, administrative services agreements and insurance Contracts

relating thereto, (iii) the current summary plan description and each summary of material modifications thereto, (iv) the most

recently filed annual reports with any Governmental Body (e.g., Form 5500 and all schedules thereto), (v) the

most recent IRS determination, opinion or advisory letter, (vi) the most recent summary annual reports, coverage and nondiscrimination

testing reports, actuarial reports and financial statements, and (vii) all notices and filings from the IRS or Department of Labor

or other Governmental Body concerning audits or investigations, or “prohibited transactions” within the meaning of Section 406

of ERISA or Section 4975 of the Code.

Company Benefit Plan has been maintained, operated and administered in compliance in all material respects with its terms and the applicable

provisions of ERISA, the Code and all other Laws.

(d) The

Company Benefit Plans which are “employee pension benefit plans” within the meaning of Section 3(2) of ERISA and which

are intended to meet the qualification requirements of Section 401(a) of the Code have received determination or opinion letters

from the IRS on which they may currently rely to the effect that such plans are qualified under Section 401(a) of the Code and nothing

has occurred that would reasonably be expected to adversely affect the qualification of such Company Benefit Plan or the tax exempt status

of the related trust.

(e) Neither

the Company nor any Company ERISA Affiliate maintains or has at any time in the last six years, maintained, contributed to, been required

to contribute to, or had any actual or contingent liability with respect to, (i) any “employee pension benefit plan”

(within the meaning of Section 3(2) of ERISA) that is subject to Title IV or Section 302 of ERISA or Section 412 of the

Code, (ii) any “multiemployer plan” (within the meaning of Section 3(37) of ERISA), (iii) any “multiple

employer plan” (within the meaning of Section 413 of the Code), or (iv) any “multiple employer welfare arrangement”

(within the meaning of Section 3(40) of ERISA).

(f) There

are no pending audits or investigations by any Governmental Body involving any Company Benefit Plan, and no pending or, to the Knowledge

of the Company, threatened claims (except for routine individual claims for benefits payable in the normal operation of the Company Benefit

Plans), suits or proceedings involving any Company Benefit Plan, or, to the Knowledge of the Company, any fiduciary thereof or service

provider thereto, in any case except as would not be reasonably expected to result in material liability to the Company. All contributions

and premium payments required to have been made under any of the Company Benefit Plans or by applicable Law (without regard to any waivers

granted under Section 412 of the Code), have been timely made or properly accrued and the Company has no material liability for any

unpaid contributions with respect to any Company Benefit Plan. Neither the Company, nor any Company Benefit Plan, has any material liability

for, nor is reasonably expected have any material liability for, any excise tax or penalty under ERISA or the Code.

(g) None

of the Company, any Company ERISA Affiliate or, to the Knowledge of the Company, any fiduciary, trustee or administrator of any Company

Benefit Plan, has engaged in, or in connection with the Contemplated Transactions will engage in, any transaction with respect to any

Company Benefit Plan which would subject any such Company Benefit Plan, the Company, or Parent to a material Tax, material penalty or

material liability for a “prohibited transaction” under Section 406 of ERISA or Section 4975 of the Code.

(h) No

Company Benefit Plan provides death, medical, dental, vision, life insurance, disability or other welfare benefits beyond termination

of service or retirement other than coverage mandated by Law The Company is not an “applicable large employer” as defined

in Section 54.4980H-1(a)(4) of the Treasury Regulations.

(i) Each

Company Benefit Plan that is a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code to

which the Company is a party has been administered and operated in documentary and operational compliance with the provisions of Section

409A of the Code and the Treasury Regulations thereunder, and no additional tax under Section 409A(a)(1)(B) of the Code has been or could

reasonably be expected to be incurred by a participant in any such Company Benefit Plan.

(j) Except

as set forth in Section 2.17(j) of the Company Disclosure Schedule, neither the execution of this Agreement, nor the performance of the

Contemplated Transactions (either alone or when combined with the occurrence of any other event, including without limitation, a termination

of employment), will: (i) result in any payment becoming due to any current or former employee, director, officer, or independent

contractor of the Company thereof, pursuant to any Company Benefit Plan, (ii) increase any amount of compensation or benefits otherwise

payable under any Company Benefit Plan, (iii) result in the acceleration of the time of payment, funding or vesting of any benefits

under any Company Benefit Plan, (iv) require any contribution or payment to fund any obligation under any Company Benefit Plan, or

(v) limit the right to merge, amend or terminate any Company Benefit Plan.

(k) Except

as set forth in Section 2.17(j) of the Company Disclosure Schedule, neither the execution of this Agreement, nor the consummation

of the Contemplated Transactions (either alone or when combined with the occurrence of any other event, including without limitation,

a termination of employment) will result in the receipt or retention by any person who is a “disqualified individual” (within

the meaning of Code Section 280G) with respect to the Company of any payment or benefit that is or could be characterized as a “parachute

payment” (within the meaning of Code Section 280G), determined without regard to the application of Code Section 280G(b)(5).

(l) No

current or former employee, officer, director or independent contractor of the Company has any “gross up” agreements with

the Company or other assurance of reimbursement by the Company for any Taxes imposed under Code Section 409A or Code Section 4999.

(m) Except

as set forth in Section 2.17(m) of the Company Disclosure Schedule, the Company does not maintain any Company Benefit Plan for the benefit

of any service providers located outside of the United States. Each Company Benefit Plan maintained for the benefit of service providers

located outside of the United States (each, a “Company Foreign Plan”) has obtained from the Governmental Body

having jurisdiction with respect to such plan any required determinations that such plan is in compliance with the Laws of any such Governmental

Body and each Company Foreign Plan required to be registered or intended to meet certain requirements for favorable tax treatment has

been timely and properly registered.

(n) Except

as set forth in Section 2.17(n) of the Parent Disclosure Schedule, no Company Foreign Plan is a “defined benefit plan” (as

defined in Section 3(35) of ERISA, whether or not subject to ERISA), seniority premium, termination indemnity, provident fund, gratuity

or similar plan or arrangement or has any unfunded or underfunded liabilities. The assets of each of the Company Foreign Plans that is

similar to an employee pension benefit plan (as defined in Section 3(2) of ERISA (whether or not subject to ERISA)) or that otherwise

provides retirement, medical or life insurance benefits following retirement or other termination of service or employment are at least

equal to the liabilities of such plans.

(o) The

Company has provided to Parent a true and correct list, as of the date of this Agreement, containing the names (and/or their entity, if

applicable to any independent contractors) of all current full-time, part-time or temporary employees, including any employee on leave

of absence, short term disability, long term disability or layoff status, and independent contractors (and indication as such), and, as

applicable: (i) employing entity, (ii) work location (city and state), (iii) the annual dollar amount of all cash compensation in

the form of wages, salary, fees, commissions, bonus, or director’s fees payable to each person, including any paid time off (including

sick, personal, and vacation leave) that is accrued but unused, (iv) dates of employment or service, (v) job title and, with

respect to independent contractors, a current written description of such person’s contracting services, including engagement date

and anticipated termination date, as well as an indication of whether any employees of the Company perform any similar services, (vi)

full-time or part-time status, (vii) visa status, if applicable, (viii) copies, if any, of any written agreements with the independent

contractors, and (ix) with respect to employees, (A) a designation of whether they are classified as exempt or non-exempt for

purposes of the Fair Labor Standards Act, as amended (“FLSA”) and any similar state or federal law, (B) whether

such an employee is on leave and, if so, the expected return date, and (C) employment authorization status and whether their I-9 documentation

is on file.

(p) The

Company is not and has never been a party to, bound by, or has a duty to bargain under any Labor Agreement, and, there is not and has

never been, nor, to the Knowledge of the Company, is there or has there ever been since December 31, 2024 any threat of, any strike, slowdown,

work stoppage, lockout, picketing, hand billing, material grievance, unfair labor practice charge, union election petition, demand for

recognition, or any similar activity or dispute or any union organizing activity, affecting the Company.

(q) The

Company is, and since December 31, 2024, has been, in material compliance with all applicable Laws respecting labor, employment, employment

practices, and terms and conditions of employment, including document retention, worker classification (including the distinction of exempt

versus non-exempt), contractor classification, discrimination, harassment and retaliation, equal employment opportunities (including compliance

with any affirmative action plan obligations), fair employment practices, meal and rest periods, immigration (including the completion

of Forms I-9 for all employees and the proper confirmation of employees visas), employee safety and health, payment of wages (including

overtime wages), pay equity, unemployment insurance and workers’ compensation, plant closures and layoffs (including the WARN Act

or any similar Laws), labor relations, employee leave issues, child labor, accommodations, disability rights or benefits, leaves of absence,

and hours of work. Except as would not be reasonably likely to result in a material liability to the Company, with respect to employees

of the Company, the Company, since the Company’s inception, has withheld and reported all amounts required by Law to be withheld

and reported with respect to wages, salaries and other payments, benefits, or compensation to employees. There is no material Legal Proceeding

pending or, to the Knowledge of the Company, threatened or reasonably anticipated against the Company relating to any current or former

employee, applicant for employment, or consultant of the Company.

(r) Since

December 31, 2024, the Company has complied in all material respects with the WARN Act and no action that could trigger the WARN Act will

be implemented before the Closing Date.

2.18 Environmental

Matters. The Company is and since December 31, 2024 has complied with all applicable Environmental Laws, which compliance includes

the possession by the Company of all permits and other Governmental Authorizations required under applicable Environmental Laws and compliance

with the terms and conditions thereof, except for any failure to be in such compliance that, either individually or in the aggregate,

would not reasonably be expected to be material to the Company or its business. The Company has not received since December 31, 2024

(or prior to that time, which is pending and unresolved) any written notice or other communication (in writing or otherwise), whether

from a Governmental Body or other Person, that alleges that the Company is not in compliance with or has liability pursuant to any Environmental

Law and, to the Knowledge of the Company, there are no circumstances that would reasonably be expected to prevent or interfere with the

Company’s compliance in any material respects with any Environmental Law, except where such failure to comply would not reasonably

be expected to be material to the Company or its business. No current or (during the time a prior property was leased or controlled by

the Company) prior property leased or controlled by the Company has had a release of or exposure to Hazardous Materials in material violation

of or as would reasonably be expected to result in any material liability of the Company pursuant to Environmental Law. No consent, approval

or Governmental Authorization of or registration or filing with any Governmental Body is required by Environmental Laws in connection

with the execution and delivery of this Agreement or consummation of the Contemplated Transactions by the Company. Prior to the date

hereof, the Company has provided or otherwise made available to Parent true and correct copies of all material environmental reports,

assessments, studies and audits in the possession or control of the Company with respect to any property leased or controlled by the

Company or any business operated by it.

2.19 Insurance.

The Company has delivered or made available to Parent accurate and complete copies of all material insurance policies and all material

self-insurance programs and arrangements relating to the business, assets, liabilities and operations of the Company. Each of such insurance

policies is in full force and effect and the Company is in compliance in all material respects with the terms thereof. Other than customary

end of policy notifications from insurance carriers, since the Company’s inception, the Company has not received any notice or

other communication regarding any actual or possible: (a) cancellation or invalidation of any insurance policy, or (b) refusal

or denial of any coverage, reservation of rights or rejection of any material claim under any insurance policy. The Company has provided

timely written notice to the appropriate insurance carrier(s) of each Legal Proceeding that is currently pending against the Company

for which the Company has insurance coverage, and no such carrier has issued a denial of coverage or a reservation of rights with respect

to any such Legal Proceeding, or informed the Company of its intent to do so.

2.20 No Financial

Advisors. Except as set forth in Section 2.20 of the Company Disclosure Schedule, no broker, finder or investment

banker is entitled to any brokerage fee, finder’s fee, opinion fee, success fee, transaction fee or other fee or commission in

connection with the Contemplated Transactions based upon arrangements made by or on behalf of the Company.

2.21 Transactions

with Affiliates.

(a) Section 2.21(a)

of the Company Disclosure Schedule describes any material transactions or relationships, since the Company’s inception, between,

on one hand, the Company and, on the other hand, any: (i) officer or director of the Company or, to the Knowledge of the Company,

any of such officer’s or director’s immediate family members, (ii) owner of more than five percent of the voting power

of the outstanding Company Capital Stock, or (iii) to the Knowledge of the Company, any “related person” (within the

meaning of Item 404 of Regulation S-K under the Securities Act) of any such officer, director or owner (other than the Company) in the

case of each of (i), (ii) or (iii) that is of the type that would be required to be disclosed under Item 404 of Regulation S-K

under the Securities Act.

(b) Section 2.21(b)

of the Company Disclosure Schedule lists each stockholders agreement, voting agreement, registration rights agreement, co-sale agreement

or other similar Contract between the Company and any holders of Company Capital Stock, including any such Contract granting any Person

investor rights, rights of first refusal, rights of first offer, registration rights, director designation rights or similar rights (collectively,

the “Investor Agreements”).

2.22 Export Controls

and Sanctions Compliance Issues. The Company has conducted its business in compliance with U.S. export and re-export controls,

sanctions, and anti-boycott laws and regulations, including the Export Administration Act and Regulations, the Foreign Assets Control

Regulations, the International Traffic in Arms Regulations, other controls administered by the United States Department of Commerce or

the United States Department of State, the regulations administered by the Office of Foreign Assets Control of the U.S. Treasury Department

(“OFAC”), and all other applicable import/export controls and sanctions laws and regulations in other countries

in which the Company conducts business (collectively, “Trade Laws”). The Company has not engaged in any direct

or indirect transactions or dealings with (a) any country or territory that is, or has been, subject to a U.S. Government embargo (including,

Cuba, Iran, North Korea, Syria, and the Crimea, so-called Donetsk People’s Republic, and so-called Luhansk People’s Republic)

(collectively, the “Embargoed Countries”); (b) any instrumentality, agent, entity, or individual that is located

in, or acting on behalf of, or directly or indirectly owned or controlled by any Governmental Body of, any Embargoed Country; and (c)

any individual or entity identified on, or 50% or more owned (individually or in the aggregate) or otherwise controlled by persons identified

on, any list of designated and prohibited parties maintained by the U.S. Government, the United Kingdom, or the European Union, including,

but not limited to, the List of Specially Designated Nationals and Blocked Persons, the Foreign Sanctions Evaders List, or the Sectoral

Sanctions Identifications List, which are maintained by OFAC, or the Entity List, Denied Persons List, or Unverified List, which are

maintained by the Bureau of Industry and Security of the U.S. Commerce Department (a “Sanctioned Party”). The

Company is not, nor has it ever been, the subject of any investigation, prosecution, inquiry, or enforcement action by any Governmental

Body with respect to potential violations of Trade Laws.

2.23 Anti-Bribery.

Neither the Company nor any of its directors, officers, employees or, to the Company’s Knowledge, agents or any other Person acting

on their behalf (in each in their respective capacities as such) has directly or indirectly paid, provided, offered, made or authorized

the provision of any bribes, improper rebates, payoffs, influence payments, kickbacks, illegal payments, illegal political contributions,

or other payments, or anything of value, in the form of cash, gifts, or otherwise, or taken any other action, in violation of the Foreign

Corrupt Practices Act of 1977, as amended, the UK Bribery Act of 2010 or any other anti-bribery or anti-corruption Law (collectively,

the “Anti-Bribery Laws”). The Company is not, nor has ever been, the subject of any investigation, prosecution

or inquiry by any Governmental Body with respect to potential violations of Anti-Bribery Laws.

2.24 Disclaimer

of Other Representations or Warranties.

(a) Except

as previously set forth in this Section 2 or in any certificate delivered by the Company to Parent and/or Merger Subs pursuant

to this Agreement, the Company makes no representation or warranty, express or implied, at law or in equity, with respect to it or any

of its assets, liabilities or operations, and any such other representations or warranties are hereby expressly disclaimed.

(b) The

Company acknowledges and agrees that, except for the representations and warranties of Parent and Merger Subs set forth in Section 3

or in any certificate delivered by Parent and/or Merger Subs to the Company pursuant to this Agreement, neither the Company nor any of

its Representatives is relying on any other representation or warranty of Parent, Merger Subs or any other Person made outside of Section 3

or such certificate, including regarding the accuracy or completeness of any such other representations or warranties or the omission

of any material information, whether express or implied, in each case, with respect to the Contemplated Transactions.

SECTION 3. REPRESENTATIONS

AND WARRANTIES OF PARENT AND MERGER SUBS

Subject to Section 8.13(h),

except (a) as set forth in the correspondingly numbered Section of the disclosure schedule delivered by Parent to the Company (the

“Parent Disclosure Schedule”), or (b) as disclosed in the Parent SEC Documents filed with the SEC and publicly

available on the SEC’s Electronic Data Gathering Analysis and Retrieval system and that is reasonably apparent on the face of such

disclosure to be applicable to the representation and warranty set forth herein (but (i) without giving effect to any amendment thereof

filed with, or furnished to the SEC on or after the date hereof, and (ii) excluding any disclosures contained under the heading “Risk

Factors” and any disclosure of risks included in any “forward-looking statements” disclaimer or in any other section

to the extent they are forward-looking statements or cautionary, predictive or forward-looking in nature), Parent and Merger Subs represent

and warrant to the Company as of the date hereof (or in the case or representations and warranties that speak as of a speak as of a specified

date, such specified date) as follows:

3.1 Due Organization;

Subsidiaries.

(a) Parent

is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware, and each of First Merger

Sub and Second Merger Sub is a company duly incorporated or organized, validly existing and in good standing under the Laws of the State

of Delaware, and each has all necessary corporate or limited liability company power and authority, as applicable: (i) to conduct

its business in the manner in which its business is described in the Parent SEC Documents, (ii) to own or lease and use its property

and assets in the manner in which its property and assets are currently owned or leased and used as described in the Parent SEC Documents,

and (iii) to perform its obligations under all Contracts by which Parent is bound. Since their respective date of incorporation or

formation, as applicable, no Merger Sub has engaged in any activities other than activities incident to its formation or in connection

with or as contemplated by this Agreement.

(b) Parent

is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws

of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure

to be so qualified individually or in the aggregate would not be reasonably expected to have a Parent Material Adverse Effect.

has no Subsidiaries, except for the Entities identified in Section 3.1(c) of the Parent Disclosure Schedule; and neither Parent

nor any of the Entities identified in Section 3.1(c) of the Parent Disclosure Schedule owns any capital stock of, or any equity,

ownership or profit-sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities identified

in Section 3.1(c) of the Parent Disclosure Schedule. Each of Parent’s Subsidiaries is a corporation or other legal entity

duly organized, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its organization and has all

necessary corporate or other power and authority: (i) to conduct its business in the manner in which its business is currently being

conducted, (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned

or leased and used, and (iii) to perform its obligations under all Contracts by which it is bound.

(d) Neither

the Parent nor any of its Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership,

joint venture or similar business Entity. Neither the Parent nor any of its Subsidiaries has agreed or is obligated to make, or is bound

by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Neither

the Parent nor any of its Subsidiaries has, at any time, been a general partner of, or has otherwise been liable for, any of the debts

or other obligations of, any general partnership, limited partnership or other Entity.

3.2 Organizational

Documents. Parent has made available to the Company accurate and complete copies of the Organizational Documents or Parent and

each of its Subsidiaries in effect as of the date of this Agreement. Neither Parent nor any of its Subsidiaries is in breach or violation

of its respective Organizational Documents.

3.3 Authority; Binding

Nature of Agreement.

(a) The

Parent and each of its Subsidiaries (including the Merger Subs) have all necessary corporate or limited liability company power, as applicable,

and authority to enter into and to perform its obligations under this Agreement, the Registration Rights Agreement, and, subject, with

respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger Subs, the adoption of this Agreement

by Parent in its capacity as sole stockholder or sole member of Merger Subs, to perform its obligations hereunder and to consummate the

Contemplated Transactions. The Parent Board (at meetings duly called and held or by unanimous written consent) has: (i) determined

that the Contemplated Transactions are fair to, advisable and in the best interests of Parent Stockholders, (ii) authorized, approved

and declared advisable this Agreement and the Contemplated Transactions, including the issuance of Parent Preferred Stock Payment Shares

to the Company Stockholders pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement,

and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the Parent Stockholders

vote to approve the Parent Stockholder Matters. The First Merger Sub Board (by unanimous written consent) has: (A) determined that

the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder, (B) authorized,

approved and declared advisable this Agreement and the Contemplated Transactions, and (C) determined to recommend, upon the terms

and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby

approve the Contemplated Transactions. The sole member of the Second Merger Sub has: (X) determined that the Contemplated Transactions

are fair to, advisable, and in the best interests of Second Merger Sub and its sole member, (Y) authorized, approved and declared

advisable this Agreement and the Contemplated Transactions; and (Z) determined to recommend, upon the terms and subject to the conditions

set forth in this Agreement, that the sole member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated

Transactions.

(b) This

Agreement has been duly executed and delivered by Parent and each Merger Sub and, assuming the due authorization, execution and delivery

by the Company, constitutes the legal, valid and binding obligation of Parent and Merger Subs, enforceable against each of Parent and

Merger Subs in accordance with its terms, subject to the Enforceability Exceptions.

3.4 Vote Required.

The approval of holders of Parent Common Stock is not required in order to approve this Agreement or, except with respect to Parent Stockholder

Matters, the Contemplated Transactions. The affirmative vote of a majority of the votes cast at the Parent Stockholders’ Meeting

by the holders of Parent Common Stock present or represented and entitled to vote at a meeting of stockholders of Parent (other than

any Person receiving Parent Common Stock or securities convertible into Parent Common Stock in the Contemplated Transactions, the Parent

Financing, or in connection with (i) the exchange of the Azora Notes for securities of Parent pursuant to the Noteholder Exchange Agreements

or (ii) the Parent Assumed Options) is the only vote of the holders of any class or series of Parent’s capital stock necessary

to approve the proposal described i in Section 4.2(a) (“Required Parent Stockholder Vote”). Prior

to the Required Parent Stockholder Vote, the shares of Parent Common Stock issuable pursuant to (i) the conversion of the Series A Preferred

Stock, (ii) the exercise of the Parent Assumed Options, (iii) the exercise of the Azora Noteholder Warrants issued or to be issued to

the Azora Noteholders pursuant to the Noteholder Exchange Agreements, and (iv) the exercise of the PIPE Warrants issued or to be issued

to the PIPE Investors pursuant to the Securities Purchase Agreement, shall all be subject to the Cap.

3.5 Non-Contravention;

Consents. Subject to obtaining the Required Parent Stockholder Vote, the filing of the Certificates of Merger required by the

DGCL and the filing of the Certificate of Designation, neither (x) the execution, delivery or performance of this Agreement by Parent

or Merger Subs, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse

of time):

(a) contravene,

conflict with or result in a violation of any of the provisions of the Organizational Documents of Parent or Merger Subs;

(b) contravene,

conflict with or result in a violation of, give any Governmental Body or other Person the right to challenge the Contemplated Transactions

or to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which Parent or its

Subsidiaries, or any of the assets owned or used by Parent or its Subsidiaries, is subject, except as would not reasonably be expected

to be material to Parent or its business;

conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw,

suspend, cancel, terminate or modify, any Governmental Authorization that is held by Parent, except as would not reasonably be expected

to be material to Parent or its business;

(d) contravene,

conflict with or result in a violation or breach of, or result in a default under, any provision of any Parent Material Contract, or give

any Person the right to: (i) declare a default or exercise any remedy under any Parent Material Contract; (ii) any material

payment, rebate, chargeback, penalty or change in delivery schedule under any Parent Material Contract; (iii) accelerate the maturity

or performance of any Parent Material Contract; or (iv) cancel, terminate or modify any term of any Parent Material Contract, except

in the case of any non-material breach, default, penalty or modification; or

(e) result

in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by Parent (except for Permitted Encumbrances).

Except for (i) any Consent

set forth in Section 3.5 of the Parent Disclosure Schedule, (ii) the Required Parent Stockholder Vote, (iii) the

filing of the Certificates of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (iv) the filing of

the Certificate of Designation with the Secretary of State of the State of Delaware pursuant to the DGCL, (v) such consents, waivers,

approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities

Laws or Nasdaq, or (vi) notice to the holders of the Parent Warrants, neither Parent nor any of its Subsidiaries is or will be required

to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (A) the execution, delivery

or performance of this Agreement, or (B) the consummation of the Contemplated Transactions. The Parent Board and the First Merger

Sub Board and the sole member of Second Merger Sub have taken and will take all actions necessary to ensure that the restrictions applicable

to business combinations contained in Section 203 of the DGCL (or analogous provisions) are, and will be, inapplicable to the execution,

delivery and performance of this Agreement, the Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other

state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement or any of the other Contemplated Transactions.

3.6 Capitalization.

(a) The

authorized capital stock of Parent as of the date of this Agreement consists of 100,000,000 shares of Parent Common Stock, par value $0.001

per share, of which 2,188,469 shares have been issued and are outstanding as of the close of business on the Reference Date and 5,000,000 shares

of preferred stock, par value $0.001 per share, of which no shares have been issued or are outstanding as of the date of this Agreement.

Parent does not hold any shares of its capital stock in its treasury.

(b) All

of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None

of the outstanding shares of Parent Common Stock are entitled or subject to any preemptive right, right of participation, right of maintenance

or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent.

Except as contemplated herein, there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing,

selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stock.

Parent is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or

otherwise acquire any outstanding shares of Parent Common Stock or other securities. Section 3.6(b) of the Parent Disclosure

Schedule accurately and completely lists all repurchase rights held by Parent with respect to shares of Parent Common Stock (including

shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable and

whether the holder of such shares of Parent Common Stock timely filed an election with the relevant Governmental Bodies under Section 83(b)

of the Code with respect to such shares.

for the Parent Stock Plan, and except as set forth in Section 3.6(c) of the Parent Disclosure Schedule, Parent does not have

any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person.

As of the close of business on the Reference Date, Parent has reserved 200,000 shares of Parent Common Stock for issuance under the Parent

Stock Plan, of which Parent Options to purchase a total of 54,385 shares, in the aggregate, have been issued and are currently outstanding

of, which no shares are subject to Parent’s right of repurchase, of which (x) 191,104 shares have been reserved for issuance

upon exercise of Parent Options previously granted and currently outstanding under the Parent Stock Plan, (y) 143,636 shares have

been reserved for issuance upon the settlement of Parent RSAs granted under the Parent Stock Plan that are outstanding as of the close

of business on the Reference Date, and (z) 1,979 shares remain available for future issuance pursuant to the Parent Stock Plan.

Section 3.6(c) of the Parent Disclosure Schedule sets forth the following information with respect to each Parent Option and

Parent RSA outstanding as of the Reference Date: (i) the name of the holder, (ii) the number of shares of Parent Common Stock

subject to such Parent Option or Parent RSA at the time of grant, (iii) the number of shares of Parent Common Stock subject to such

Parent Option or Parent RSA as of the close of business on the Reference Date, (iv) the exercise price of such Parent Option, (v) the

date on which such Parent Option or Parent RSA was granted, (vi) the applicable vesting schedule, including the number of vested

and unvested shares as of the close of business on the Reference Date and any acceleration provisions, (vii) the date on which such

Parent Option or Parent RSA expires, (viii) whether such Parent Option is intended to constitute an “incentive stock option”

(as defined in the Code) or a non-qualified stock option, and (ix) whether such Parent Option is “early exercisable”.

Parent has made available to the Company accurate and complete copies of the Parent Stock Plan and the form of the stock option agreements

and restricted stock unit agreements evidencing outstanding Parent Options and Parent RSAs granted thereunder. No vesting of Parent Options

or Parent RSAs will be accelerated in connection with the closing of the Contemplated Transactions other than as set forth on such Section 3.6(c)

of the Parent Disclosure Schedule. The per share exercise price of each Parent Option is at least equal to the per share fair market value

of the Parent Common Stock as of the date such Parent Option was granted.

(d) Except

for the Parent Options and the Parent RSAs granted pursuant to the Parent Stock Plan and the Parent Warrants, and as otherwise set forth

in Section 3.6(d) of the Parent Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant

or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or any of its

Subsidiaries, (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any

shares of the capital stock or other securities of Parent or any of its Subsidiaries, or (iii) condition or circumstance that could

be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled

to acquire or receive any shares of capital stock or other securities of Parent or any of its Subsidiaries. There are no outstanding or

authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Parent or any of its Subsidiaries.

In addition, there are no stockholder rights plans (or similar plan commonly referred to as a “poison pill”) or bonds, debentures,

notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right

to vote) on any matters on which stockholders of Parent may vote.

(e) All

outstanding shares of Parent Common Stock, Parent Options, Parent RSAs, Parent Warrants and other securities of Parent have been issued

and granted in material compliance with: (i) the Organizational Documents of Parent in effect as of the relevant time and all applicable

securities Laws and other applicable Law, and (ii) all requirements set forth in applicable Contracts.

(f) All

distributions, dividends, repurchases and redemptions of Parent Common Stock or other equity interests of Parent were undertaken in material

compliance with (i) the Organizational Documents of Parent in effect as of the relevant time and all applicable securities Laws and

other applicable Laws, and (ii) all requirements set forth in applicable Contracts.

3.7 SEC Filings;

Financial Statements.

(a) Parent

has delivered or made available to the Company accurate and complete copies of all registration statements, proxy statements, Certifications

(as defined below) and other statements, reports, schedules, forms and other documents filed by Parent with the SEC (the “Parent

SEC Documents”), other than such documents that can be obtained on the SEC’s website at www.sec.gov. Since

December 31, 2024, all material statements, reports, schedules, forms and other documents, including any exhibits thereto, required

to have been filed by Parent or its officers with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC

(or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the Parent SEC

Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, or the Sarbanes-Oxley

Act (as the case may be), and the rules and regulations thereunder, and, as of the time they were filed, or if amended or superseded by

a filing prior to the date of this Agreement, on the date of the last such amendment or superseding filing prior to the date of this Agreement,

none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be

stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not

misleading. The certifications and statements required by (i) Rule 13a-14 under the Exchange Act and (ii) 18 U.S.C. §1350

(Section 906 of the Sarbanes-Oxley Act) relating to the Parent SEC Documents (collectively, the “Certifications”)

are accurate and complete and comply as to form and content with all applicable Laws, and no current or former executive officer of Parent

has failed to make the Certifications required of him or her. Parent has made available to the Company true and complete copies of all

correspondence, other than transmittal correspondence or general communications by the SEC not specifically addressed to Parent, between

the SEC, on the one hand, and Parent, on the other, since December 31, 2024, including all SEC comment letters and responses to such

comment letters and responses to such comment letters by or on behalf of Parent except for such comment letters and responses to such

comment letters that are publicly accessible through EDGAR. As of the date of this Agreement, there are no outstanding unresolved comments

in comment letters received from the SEC or Nasdaq with respect to Parent SEC Documents. To the Knowledge of Parent, none of the Parent

SEC Documents is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations

pending or threatened, including with regards to any accounting practices of Parent. As used in this Section 3.7, the term

“file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed,

furnished, supplied or otherwise made available to the SEC.

(b) The

financial statements (including any related notes) contained or incorporated by reference in the Parent SEC Documents: (i) complied

as to form in all material respects with the published rules and regulations of the SEC applicable thereto, (ii) were prepared in

accordance with GAAP (except as may be indicated in the notes to such financial statements or, in the case of unaudited financial statements,

except as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject

to normal and recurring year-end adjustments) applied on a consistent basis unless otherwise noted therein throughout the periods indicated,

and (iii) fairly present, in all material respects, the financial position of Parent and its consolidated Subsidiaries as of the

respective dates thereof and the results of operations and cash flows of Parent for the periods covered thereby. Other than as expressly

disclosed in the Parent SEC Documents filed prior to the date hereof, there has been no material change in Parent’s accounting methods

or principles that would be required to be disclosed in Parent’s financial statements in accordance with GAAP.

independent registered public accounting firm has at all times since the date of enactment of the Sarbanes-Oxley Act been: (i) a

registered public accounting firm (as defined in Section 2(a)(12) of the Sarbanes-Oxley Act), (ii) to the Knowledge of Parent,

“independent” with respect to Parent within the meaning of Regulation S-X under the Exchange Act, and (iii) to the Knowledge

of Parent, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated

by the SEC and the Public Company Accounting Oversight Board thereunder.

(d) Except

as set forth in the Parent SEC Documents, since December 31, 2024, through the date of this Agreement, Parent has not received any

comment letter from the SEC or the staff thereof or any correspondence from officials of Nasdaq or the staff thereof relating to the delisting

or maintenance of listing of the Parent Common Stock on Nasdaq. As of the date of this Agreement, Parent has timely responded to all comment

letters of the staff of the SEC relating to the Parent SEC Documents, and the SEC has not advised Parent that any final responses are

inadequate, insufficient or otherwise non-responsive. Parent has made available to the Company true, correct and complete copies of all

comment letters, written inquiries and enforcement correspondences between the SEC, on the one hand, and Parent, on the other hand, occurring

since December 31, 2024 and will, reasonably promptly following the receipt thereof, make available to the Company any such correspondence

sent or received after the date of this Agreement. To the Knowledge of Parent, as of the date of this Agreement, none of the Parent SEC

Documents is the subject of an ongoing SEC report or outstanding SEC comment.

(e) Since

December 31, 2024, there have been no formal investigations regarding financial reporting or accounting policies and practices discussed

with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, principal accounting officer

or general counsel of Parent, the Parent Board or any committee thereof, other than ordinary course audits or reviews of accounting policies

and practices or internal controls required by the Sarbanes-Oxley Act.

(f) Except

as disclosed in the Parent SEC Reports, Parent is and, since its first date of listing on Nasdaq, has been, in compliance in all material

respects with the applicable current listing and governance rules and regulations of Nasdaq.

(g) Parent

maintains, and at all times since December 31, 2024, has maintained, a system of internal control over financial reporting (as defined

in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is designed to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and to provide reasonable

assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP,

(ii) that receipts and expenditures are made only in accordance with authorizations of management and the Parent Board, (iii) regarding

prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s assets that could have a material

effect on Parent’s financial statements and (iv) that Parent maintains records in reasonable detail which accurately and fairly

reflect the transactions and dispositions of the assets of Parent and any of its Subsidiaries. Parent has evaluated the effectiveness

of Parent’s internal control over financial reporting as of December 31, 2024, and, to the extent required by applicable Law,

presented in any applicable Parent SEC Document that is a report on Form 10-K or Form 10-Q (or any amendment thereto) its conclusions

about the effectiveness of the internal control over financial reporting as of the end of the period covered by such report or amendment

based on such evaluation. Parent has disclosed, based on its most recent evaluation of internal control over financial reporting, to Parent’s

auditors and audit committee (and has described in Section 3.7(g) of the Parent Disclosure Schedule) (A) all material

weaknesses and all significant deficiencies, if any, in the design or operation of internal control over financial reporting that are

reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information, (B) any

fraud, whether or not material, that involves Parent, any of its Subsidiaries, Parent’s management or other employees who have a

role in the preparation of financial statements or the internal accounting controls utilized by the Parent and its Subsidiaries, and (C) any

claim or allegation regarding any of the foregoing. Parent has not identified, based on its most recent evaluation of internal control

over financial reporting, any significant deficiencies or material weaknesses in the design or operation of Parent’s internal control

over financial reporting.

(h) Parent

maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) that

are reasonably designed to ensure that information required to be disclosed by Parent in the periodic reports that it files or submits

under the Exchange Act is recorded, processed, summarized and reported within the required time periods, and that all such information

is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and

to make the Certifications.

(i) Parent

has not been and is not currently a “shell company” as defined under Section 12b-2 of the Exchange Act.

3.8 Absence of Changes.

Except as set forth in Section 3.8 of the Parent Disclosure Schedule, after the date of the Parent Balance Sheet through

the date of this Agreement, Parent and its Subsidiaries have conducted its business only in the Ordinary Course of Business (except for

the execution and performance of this Agreement and the discussions, negotiations and transactions related thereto) and there has not

been any (a) Parent Material Adverse Effect and (b) neither Parent nor any of its Subsidiaries has done any of the following:

(a) declared,

accrued, set aside or paid any dividend or made any other distribution in respect of any shares of its capital stock or repurchased, redeemed

or otherwise reacquired any shares of its capital stock or other securities (except (i) as set forth in the Parent SEC Documents, and

(ii) for shares of Parent Common Stock from terminated employees, directors or consultants of Parent or in connection with the payment

of the exercise price and/or withholding Taxes incurred upon the exercise, settlement or vesting of any award granted under the Parent

Stock Plan);

(b) sold,

issued, granted, pledged, disposed of or otherwise encumbered (other than encumbrances pursuant to applicable securities Laws) or authorized

any encumbrance (other than encumbrances pursuant to applicable securities Laws) with respect to: (A) any capital stock or other

security of Parent (except for Parent Common Stock issued upon the valid exercise of outstanding Parent Options); (B) any option,

warrant or right to acquire any capital stock or any other security, other than option grants to employees and consultants in the Ordinary

Course of Business; or (C) any instrument convertible into or exchangeable for any capital stock or other security of Parent;

as required to give effect to anything in contemplation of the Closing, amended any of its Organizational Documents, or effected or been

a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split,

reverse stock split or similar transaction except, for the avoidance of doubt, the Contemplated Transactions;

(d) formed

any Subsidiary or acquired any equity interest or other interest in any other Entity or entered into a joint venture with any other Entity;

(e) (i) lent

money to any Person (except for the advance of reasonable business expenses to employees, directors and consultants in the Ordinary Course

of Business), (ii) incurred or guaranteed any indebtedness for borrowed money, or (iii) guaranteed any debt securities of others;

(f) other

than as required by applicable Law or the terms of any Parent Benefit Plan as in effect on the date of this Agreement: (i) adopted,

terminated, established or entered into any Parent Benefit Plan; (ii) caused any Parent Benefit Plan to be amended in any material

respect; (iii) paid any material bonus or distributed any profit-sharing account balances or similar payment to, or, other than in

the Ordinary Course of Business, increased the amount of the wages, salary, commissions, benefits or other compensation or remuneration

payable to, any of its directors, officers or employees; (iv) increased the severance or change-of-control benefits offered to any

current, former or new employees, directors or consultants or (v) hired, terminated or gave notice of termination (other than for

cause) to any (x) officer or (y) employee whose annual base salary is or is expected to be more than $125,000 per year;

(g) entered

into any Labor Agreement;

(h) entered

into any material transaction outside of the Ordinary Course of Business other than in connection with the Contemplated Transactions;

(i) acquired

any material asset or sold or otherwise irrevocably disposed of any of its assets or properties (other than the disposal of obsolete assets),

or granted any Encumbrance (other than a Permitted Encumbrance) with respect to such assets or properties;

(j) sold,

assigned, transferred, licensed, sublicensed, cancelled, abandoned, allowed to lapse, or otherwise disposed of any material Parent IP

(other than pursuant to (A) non-exclusive licenses granted in the Ordinary Course of Business or (B) expiration of Parent IP