Form 8-K

8-K — OS Therapies Inc

Accession: 0001213900-26-039529

Filed: 2026-04-02

Period: 2026-03-31

CIK: 0001795091

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0284488-8k_ostherapies.htm (Primary)

EX-1.1 — PLACEMENT AGENCY AGREEMENT, DATED AS OF MARCH 31, 2026, BY AND BETWEEN OS THERAPIES INCORPORATED AND CEROS FINANCIAL SERVICES, INC (ea028448801ex1-1.htm)

EX-4.1 — FORM OF PRE-FUNDED WARRANT (ea028448801ex4-1.htm)

EX-4.2 — FORM OF COMMON WARRANT (ea028448801ex4-2.htm)

EX-4.3 — FORM OF PLACEMENT AGENT WARRANT (ea028448801ex4-3.htm)

EX-5.1 — OPINION OF OLSHAN FROME WOLOSKY LLP (ea028448801ex5-1.htm)

EX-10.1 — FORM OF SECURITIES PURCHASE AGREEMENT (ea028448801ex10-1.htm)

EX-99.1 — PRESS RELEASE ISSUED BY OS THERAPIES INCORPORATED ON APRIL 2, 2026 (ea028448801ex99-1.htm)

GRAPHIC (ea028448801_ex5-1img1.jpg)

GRAPHIC (ea028448801_ex5-1img2.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0284488-8k_ostherapies.htm · Sequence: 1

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0001795091

2026-03-31

iso4217:USD

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

DC 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

Date

of Report (Date of earliest event reported): March 31, 2026

OS THERAPIES INCORPORATED

(Exact

name of registrant as specified in its charter)

Delaware

001-42195

82-5118368

(State

or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

115 Pullman Crossing Road, Suite 103

Grasonville, Maryland

21638

(Address

of Principal Executive Offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (410) 297-7793

N/A

(Former

name or former address, if changed since last report.)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written communications

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

☐

Soliciting material pursuant

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

☐

Pre-commencement communications

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

☐

Pre-commencement communications

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

Securities

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

Title

of Each Class

Trading

Symbol(s)

Name

of Each Exchange on Which Registered

Common Stock, par value $0.001 per share

OSTX

NYSE American

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

CURRENT

REPORT ON FORM 8-K

Therapies Incorporated

March

31, 2026

Item

1.01. Entry into a Material Definitive Agreement.

Securities

Purchase Agreement

On March 31, 2026, OS Therapies

Incorporated (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with the

purchasers identified on the signature pages thereto (the “Purchasers”), pursuant to which the Company offered for sale to

the Purchasers in a registered direct offering (the “Offering”) an aggregate of 2,505,073 shares of its common stock and,

in lieu thereof, pre-funded warrants to purchase up to 1,250,893 shares of its common stock (the “pre-funded warrants”), and

accompanying warrants to purchase up to 3,755,966 shares of its common stock (the “common warrants”). The shares of common

stock, pre-funded warrants and common warrants (including the shares of common stock underlying the pre-funded warrants and common warrants)

were offered by the Company pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-289443) filed by the

Company with the U.S. Securities and Exchange Commission (the “Commission”) on August 8, 2025 and declared effective by the

Commission on August 12, 2025 (the “Registration Statement”), and the prospectus supplement dated March 31, 2026 filed by

the Company with the Commission on April 2, 2026 (the “Prospectus Supplement”).

The combined purchase price

for each share and common warrant in the Offering was $1.40, and the purchase price for each pre-funded warrant and common warrant in

the Offering was $1.399, which is equal to the per share and common warrant purchase price, minus $0.001. The closing of the Offering

occurred on April 2, 2026. The Company received net proceeds from the Offering of approximately $4.7 million. The Company intends

to use the net proceeds to fund clinical development activities, including ongoing and planned clinical trials, advance its research and

development programs, and acquire or invest in technologies, product candidates or businesses that are complementary to its strategic

objectives, as well as for working capital and other general corporate purposes.

The Purchase Agreement contains

customary representations, warranties and agreements by the Company, indemnification obligations of the Company and the Purchasers, including

for liabilities arising under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.

Pursuant to the Purchase Agreement,

the Company agreed not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of common

stock or any securities convertible into or exercisable or exchangeable for shares of common stock or file any registration statement

or prospectus, or any amendment or supplement thereto, for 90 days after the closing date of the Offering, subject to certain exceptions.

The Company also agreed not to effect or enter into an agreement to effect any issuance of common stock or any securities convertible

into or exercisable or exchangeable for shares of common stock involving a Variable Rate Transaction (as defined in the Purchase Agreement)

until 180 days after the closing date of the Offering.

Placement

Agent Agreement

connection with the Offering, on March 31, 2026, the Company entered into a placement agency agreement (the “Placement Agent Agreement”)

with Ceros Financial Services, Inc. (the “Placement Agent”), pursuant to which the Placement Agent agreed to act as the Company’s

exclusive placement agent in connection with the Offering. The Company agreed to pay the Placement Agent a cash fee equal to 7.0% of

the gross proceeds raised in the Offering. The Company also agreed to reimburse the Placement Agent up to $70,000 for its reasonable

and documented out-of-pocket accountable expenses and up to $20,000 for its non-accountable expenses.

The Company also issued to

the Placement Agent, or its designees, warrants (the “placement agent warrants”) to purchase up to 187,798 shares of the Company’s

common stock (equal to 5.0% of the aggregate number of shares of common stock and pre-funded warrants sold in the Offering). The placement

agent warrants have an exercise price of $1.54 per share (which represents 110% of the offering price per share and accompanying common

warrant), are exercisable beginning six months after the date of issuance and expire five years from April 2, 2026.

addition to the shares of common stock, the pre-funded warrants and the common warrants (including the shares of common stock underlying

the pre-funded warrants and common warrants), the placement agent warrants and the shares of common stock underlying the placement agent

warrants were offered by the Company pursuant to the Registration Statement and the Prospectus Supplement.

The

Placement Agent Agreement contains customary representations, warranties, and agreements by the Company, indemnification obligations

of the Company, other obligations of the parties and termination provisions.

Terms

of the Pre-Funded Warrants

The

following summary of certain terms and provisions of the pre-funded warrants is not complete and is subject to, and qualified in its

entirety by, the provisions of the pre-funded warrants, the form of which is filed as Exhibit 4.1 to this Current Report on Form 8-K

and incorporated herein by reference.

Duration and Exercise

Price. Each pre-funded warrant is exercisable at any time beginning on the date of issuance and expires only when fully exercised.

Each pre-funded warrant entitles the holder thereof to purchase shares of the Company’s common stock at an exercise price equal

to $0.001 per share. The exercise price and number of shares of the Company’s common stock issuable upon exercise of each pre-funded

warrant is subject to adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting the Company’s

common stock and the exercise price.

Exercisability.

The holder of the pre-funded warrant may exercise the pre-funded warrant by delivering an exercise notice, completed and duly signed,

and payment in cash of the exercise price for the number of shares of the Company’s common stock for which the pre-funded warrant

is being exercised. The holder of the pre-funded warrant may also satisfy its obligation to pay the exercise price through a “cashless

exercise,” in which the holder receives the net value of the pre-funded warrant in shares of common stock determined according

to the formula set forth in the pre-funded warrant.

holder of the pre-funded warrant will not be entitled to exercise any portion of such pre-funded warrant that, upon giving effect to

such exercise, would cause the aggregate number of shares of the Company’s common stock beneficially owned by such holder (together

with its affiliates and any other persons whose beneficial ownership of common stock would be aggregated with the holder for purposes

of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to exceed 4.99% (or, at the

holder’s election, 9.99%) of the total number of then issued and outstanding shares of the Company’s common stock, as such percentage

ownership is determined in accordance with the terms of the pre-funded warrant and subject to such holder’s rights under the pre-funded

warrant to increase or decrease such percentage to any other percentage not in excess of 19.99% upon at least 61 days’

prior notice from such holder to the Company.

Fundamental

Transaction. In the event of any fundamental transaction, as described in the pre-funded warrants and generally including any

merger with or into another entity, sale of all or substantially all of the Company’s assets, tender offer or exchange offer, or

reclassification of the Company’s shares of common stock, then upon any subsequent exercise of a pre-funded warrant, the holder

will have the right to receive as alternative consideration, for each share of common stock that would have been issuable upon such exercise

immediately prior to the occurrence of such fundamental transaction, the number of shares of common stock of the successor or acquiring

corporation of the Company, if it is the surviving corporation, and any additional consideration receivable upon or as a result of such

transaction by a holder of the number of shares of common stock for which the warrant is exercisable immediately prior to such event.

Transferability.

Subject to applicable laws, a pre-funded warrant may be transferred at the option of the holder upon surrender of the pre-funded warrant

to the Company together with the appropriate instruments of transfer and payment of funds sufficient to pay any transfer taxes (if applicable).

Exchange

Listing. There is no established public trading market available for the pre-funded warrants on any securities exchange or nationally

recognized trading system. The Company does not intend to list the pre-funded warrants on the NYSE American or any other securities exchange

or nationally recognized trading system.

The

Company will initially serve as the warrant agent for the pre-funded warrants.

Right

as a Stockholder. Except as otherwise provided in the pre-funded warrants or by virtue of such holder’s ownership

of shares of the Company’s common stock, the holders of the pre-funded warrants do not have the rights or privileges of holders

of the Company’s common stock, including any voting rights, until they exercise their pre-funded warrants.

Terms

of the Common Warrants

The

following summary of certain terms and provisions of the common warrants is not complete and is subject to, and qualified in its entirety

by, the provisions of the common warrants, the form of which is filed as Exhibit 4.2 to this Current Report on Form 8-K and incorporated

herein by reference.

Duration and Exercise

Price. Each common warrant is immediately exercisable upon issuance and expires five years from the date of issuance. Each common

warrant entitles the holder thereof to purchase shares of the Company’s common stock at an exercise price equal to $1.40 per share.

The exercise price and number of shares of the Company’s common stock issuable upon exercise of each common warrant is subject to

adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting the Company’s common stock

and the exercise price.

Exercisability.

The holder of the common warrant may exercise the common warrant by delivering an exercise notice, completed and duly signed,

and payment in cash of the exercise price for the number of shares of the Company’s common stock for which the common warrant is

being exercised. The holder of the common warrant may also satisfy its obligation to pay the exercise price through a “cashless

exercise,” in which the holder receives the net value of the common warrant in shares of common stock determined according to the

formula set forth in the common warrant.

holder of the common warrant will not be entitled to exercise any portion of such common warrant that, upon giving effect to such exercise,

would cause the aggregate number of shares of the Company’s common stock beneficially owned by such holder (together with its affiliates

and any other persons whose beneficial ownership of common stock would be aggregated with the holder for purposes of Section 13(d) of

the Exchange Act) to exceed 4.99% (or, at the holder’s election, 9.99%) of the total number of then issued and outstanding shares

of the Company’s common stock, as such percentage ownership is determined in accordance with the terms of the common warrant and

subject to such holder’s rights under the common warrant to increase or decrease such percentage to any other percentage not in

excess of 19.99% upon at least 61 days’ prior notice from such holder to the Company.

Fundamental

Transactions. In the event of any fundamental transaction, as described in the common warrants and generally including any merger

with or into another entity, sale of all or substantially all of the Company’s assets, tender offer or exchange offer, or reclassification

of the Company’s shares of common stock, then upon any subsequent exercise of a common warrant, the holder will have the right

to receive as alternative consideration, for each share of common stock that would have been issuable upon such exercise immediately

prior to the occurrence of such fundamental transaction, the number of shares of common stock of the successor or acquiring corporation

of the Company, if it is the surviving corporation, and any additional consideration receivable upon or as a result of such transaction

by a holder of the number of shares of common stock for which the warrant is exercisable immediately prior to such event.

Transferability.

Subject to applicable laws, a common warrant may be transferred at the option of the holder upon surrender of the common warrant

to the Company together with the appropriate instruments of transfer and payment of funds sufficient to pay any transfer taxes (if applicable).

Exchange

Listing. There is no established public trading market available for the common warrants on any securities exchange or nationally

recognized trading system. The Company does not intend to list the common warrants on the NYSE American or any other securities exchange

or nationally recognized trading system.

The

Company will initially serve as the warrant agent for the common warrants.

Right

as a Stockholder. Except as otherwise provided in the common warrants or by virtue of such holder’s ownership of shares

of the Company’s common stock, the holders of the common warrants do not have the rights or privileges of holders of the Company’s

common stock, including any voting rights, until they exercise their common warrants.

The

foregoing descriptions of the Placement Agent Agreement, the pre-funded warrants, the common warrants, the placement agent warrants and

the Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Placement

Agent Agreement and the forms of pre-funded warrant, common warrant, placement agent warrant and Purchase Agreement, copies of which

are filed as Exhibits 1.1, 4.1, 4.2, 4.3 and 10.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

The

representations, warranties and covenants contained in the Purchase Agreement and the Placement Agent Agreement were made only for purposes

of each such agreement and as of specific dates, were solely for the benefit of the parties thereto and may be subject to limitations

agreed upon by the contracting parties. Accordingly, the Purchase Agreement and the Placement Agent Agreement are incorporated herein

by reference only to provide investors with information regarding the terms of the Purchase Agreement and the Placement Agent Agreement

and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction

with the disclosures in the Company’s periodic reports and other filings with the Commission.

The

legal opinion, including the related consent, of Olshan Frome Wolosky LLP relating to the issuance and sale of the Company’s securities

in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K.

This

Current Report on Form 8-K does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale

of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration

or qualification under the securities laws of any such state or jurisdiction.

Item 8.01. Other Events.

On April 2, 2026, the Company issued a press release announcing the

closing of the Offering, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Forward-Looking

Statements

This Current Report on Form

8-K, including Exhibit 99.1 hereto, contains forward-looking statements that involve risks and uncertainties, such as statements related

to the intended use of the net proceeds from the Offering. The risks and uncertainties involved include the Company’s financial

position, market conditions and other risks detailed from time to time in the Company’s periodic reports and other filings with

the Commission. You are cautioned not to place undue reliance on forward-looking statements, which are based on the Company’s current

expectations and assumptions and speak only as of the date of this Current Report on Form 8-K. The Company does not intend to revise or

update any forward-looking statement in this Current Report on Form 8-K as a result of new information, future events or otherwise, except

as required by U.S. federal securities law.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

Number

Description

1.1

Placement Agency Agreement, dated as of March 31, 2026, by and between OS Therapies Incorporated and Ceros Financial Services, Inc.

4.1

Form of Pre-Funded Warrant.

4.2

Form of Common Warrant.

4.3

Form of Placement Agent Warrant.

5.1

Opinion of Olshan Frome Wolosky LLP.

10.1*

Form of Securities Purchase Agreement.

23.1

Consent of Olshan Frome Wolosky LLP (included in Exhibit 5.1).

99.1

Press Release issued by OS Therapies Incorporated on April 2, 2026.

104

Cover Page Interactive Data File (embedded within the

Inline XBRL document).

* Pursuant

to Item 601(a)(5) of Regulation S-K, certain schedules and exhibits have been

omitted. The registrant agrees to furnish supplementally a copy of any omitted schedule or

exhibit to the Commission upon its request.

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

OS THERAPIES INCORPORATED

Dated: April 2, 2026

By:

/s/

Paul A. Romness, MPH

Name:

Paul A. Romness, MPH

Title:

President and Chief Executive Officer

EX-1.1 — PLACEMENT AGENCY AGREEMENT, DATED AS OF MARCH 31, 2026, BY AND BETWEEN OS THERAPIES INCORPORATED AND CEROS FINANCIAL SERVICES, INC

EX-1.1

Filename: ea028448801ex1-1.htm · Sequence: 2

Exhibit

1.1

Ceros

Financial Services, Inc.

1445

Research Boulevard

Rockville,

MD 20850

March

31, 2026

Therapies Incorporated

Attn: Paul A. Romness, MPH, President and Chief Executive Officer

115 Pullman Crossing Road, Suite #103

Grasonville, Maryland 21638

Ladies

and Gentlemen:

This

letter (the “Agreement”) constitutes the agreement between Ceros Financial Services, Inc. (the “Placement

Agent”) and OS Therapies Incorporated, a Delaware corporation (the “Company”), that the Placement Agent

shall serve as the exclusive placement agent for the Company, on a reasonable “best efforts” basis, in connection with the

proposed placement (the “Placement”) of (i) shares (the “Shares”) of the Company’s common

stock, par value $0.001 per share (the “Common Stock”), (ii) pre-funded warrants to purchase shares of Common Stock

(the “Pre-Funded Warrants”), and (iii) common warrants to purchase shares of Common Stock (the “Common Warrants”

and, collectively with the Pre-Funded Warrants, the “Warrants” and, together with the Shares, the “Securities”).

The Securities actually placed by the Placement Agent are referred to herein as the “Placement Agent Securities.”

The Placement Agent Securities shall be offered and sold pursuant to an effective registration statement on Form S-3 (File No. 333-289443)

(the “Registration Statement”) under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder

(the “Securities Act”). The terms of the Placement shall be mutually agreed upon by the Company and the purchasers

(each, a “Purchaser” and collectively, the “Purchasers”), and nothing herein constitutes that the

Placement Agent would have the power or authority to bind the Company or any Purchaser, or an obligation for the Company to issue any

securities or complete the Placement. The Company expressly acknowledges and agrees that the Placement Agent’s obligations hereunder

are on a reasonable best efforts basis only and that the execution of this Agreement does not constitute a commitment by the Placement

Agent to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success

of the Placement Agent with respect to securing any other financing on behalf of the Company. The Placement Agent may retain other brokers

or dealers to act as sub-agents or selected-dealers on its behalf in connection with the Placement; provided, however, that the Company

shall first approve any such sub-agents. Certain affiliates of the Placement Agent may participate in the Placement by purchasing some

of the Placement Agent Securities. The sale of Placement Agent Securities to the Purchasers will be evidenced by a securities purchase

agreement (the “Purchase Agreement”) between the Company and such Purchasers, in a form reasonably acceptable to the

Company and the Purchasers. Capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Purchase

Agreement. Prior to the signing of any Purchase Agreement, officers of the Company will be available to answer inquiries from the prospective

Purchasers.

1. Representations

and Warranties of the Company; Covenants of the Company.

A. Representations

of the Company. With respect to the Placement Agent Securities, each of the representations

and warranties (together with any related disclosure schedules thereto) and covenants made

by the Company to the Purchasers in the Purchase Agreement in connection with the Placement,

are hereby incorporated herein by reference into this Agreement (as though fully restated

herein) and is, as of the date of this Agreement and as of the date of the sale of the Placement

Agent Securities (the “Closing Date”), hereby made to, and in favor of,

the Placement Agent and shall be deemed to have been made directly to the Placement Agent

as if set forth herein in full, mutatis mutandis, and the Placement Agent shall be

entitled to rely thereon to the same extent as the Purchasers. The Company has full right,

power and authority to enter into this Agreement and to perform its obligations hereunder.

The execution, delivery and performance of this Agreement and the consummation of the transactions

contemplated hereby do not and will not conflict with or result in a breach of any agreement

to which the Company is a party, including any agreement with any other placement agent,

underwriter or financial advisor. In addition to the foregoing, the Company represents and

warrants that there are no affiliations with any Financial Industry Regulatory Authority

(“FINRA”) member firm among the Company’s officers, directors or,

to the knowledge of the Company, any five percent (5.0%) or greater securityholder of the

Company, except as set forth in the Purchase Agreement.

B. Covenants

of the Company. The Company covenants and agrees to continue to retain (i) an independent

public accounting firm registered with the Public Company Accounting Oversight Board (the

“PCAOB”) for a period of at least three (3) years after the Closing Date

for so long as the Company has securities registered under the Exchange Act, and (ii) a competent

transfer agent with respect to the Placement Agent Securities for a period of three (3) years

after the Closing Date for so long as the Company has securities registered under the Exchange

Act. In addition, from the date hereof until ninety (90) days after the Closing Date, subject

to certain exceptions provided for in the Purchase Agreement, neither the Company nor any

Subsidiary shall issue, enter into any agreement to issue or announce the issuance or proposed

issuance of any shares of Common Stock or Common Stock Equivalents, except that such restriction

shall not apply with respect to an Exempt Issuance. From the date hereof until one hundred

and eighty (180) days following the Closing Date, the Company shall be prohibited from effecting

or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries

of Common Stock or Common Stock Equivalents (or a combination of units thereof) involving

a Variable Rate Transaction, except that such restriction shall not apply with respect to

an Exempt Issuance, and further provided that the issuance of shares of Common Stock in an

“at-the-market” offering shall not be deemed a Variable Rate Transaction after

thirty (30) days after the Closing Date.

2. Representations

of the Placement Agent. The Placement Agent represents and warrants that it (i) is

a member in good standing of FINRA, (ii) is registered as a broker/dealer under the

Exchange Act and the securities laws of each state in which an offer or sale of Placement

Securities is made (unless exempt from the respective state’s broker-dealer registration

requirements), (iii) is licensed as a broker/dealer under the laws of the United States

of America, applicable to the offers and sales of the Placement Agent Securities by the Placement

Agent, (iv) is and will be a corporate body validly existing under the laws of its place

of incorporation, and (v) has full power and authority to enter into and perform its

obligations under this Agreement. The Placement Agent will immediately notify the Company

in writing of any change in its status with respect to subsections (i) through (v) above.

The Placement Agent covenants that it will use its reasonable best efforts to conduct the

Placement hereunder in compliance with the provisions of this Agreement and the requirements

of applicable law.

3. Compensation.

A. In

consideration of the services to be provided for hereunder, the Company shall pay to the

Placement Agent and/or its respective designees a cash fee of 7.00% of the aggregate gross

proceeds raised from the sale of the Placement Agent Securities (the “Cash Fee”).

The Cash Fee shall be paid on the Closing Date. The Company shall not be required to pay

the Placement Agent any fees or expenses except for the Cash Fee and the reimbursement of

(i) accountable legal fees and other reasonable and documented out-of-pocket expenses incurred

by the Placement Agent in connection with the transaction in the amount of up to $70,000

and (ii) non-accountable expenses equal to $20,000. As additional compensation for services

rendered, on the Closing Date, the Company shall issue to the Placement Agent or its designees

such number of common stock purchase warrants to purchase shares of Common Stock equal to

5.0% of the aggregate number of shares of Common Stock and Pre-Funded Warrants sold in the

Offering (the “Placement Agent Warrants”). The PA Warrants shall have

the same terms as the Common Warrants sold to the investors in the Offering except that the

exercise price shall be 110% of the per Share price of the Common Stock sold to the investors

in the Offering, shall be exercisable six months from the issue date and shall provide for

a cashless exercise provision which will be available regardless of the existence of a registration

statement and customary anti-dilution provisions (for stock dividends and splits and recapitalizations).

B. The

Placement Agent reserves the right to reduce any item of compensation or adjust the terms

thereof as specified herein in the event that a determination shall be made by FINRA to the

effect that the Placement Agent’s aggregate compensation is in excess of FINRA Rules

or that the terms thereof require adjustment.

C. The

Company agrees to pay all costs, fees and expenses incurred by the Company in connection

with the performance of its obligations hereunder and in connection with the transactions

contemplated hereby, including, without limitation: (i) all expenses incident to the issuance,

delivery and qualification of the Placement Agent Securities; (ii) all fees and expenses

of the registrar and transfer agent of the Securities; (iii) all necessary issue, transfer

and other stamp taxes in connection with the issuance and sale of the Placement Agent Securities;

(iv) all fees and expenses of the Company’s counsel, independent public or registered

public accountants and other advisors; (v) all filing fees, reasonable attorneys’ fees

and expenses incurred by the Company in connection with qualifying or registering (or obtaining

exemptions from the qualification or registration of) all or any part of the Placement Agent

Securities for offer and sale under the state securities or blue sky laws or the securities

laws of any other country; and (vi) the fees and expenses associated with including the Placement

Agent Securities on the Trading Market.

4. Indemnification.

A. To

the extent permitted by law, with respect to the Placement Agent Securities, the Company

will indemnify the Placement Agent and its affiliates, directors, officers, employees, members

and controlling persons (within the meaning of Section 15 of the Securities Act or Section 20

of the Exchange Act) against all losses, claims, damages, expenses and liabilities, as the

same are incurred (including the reasonable fees and expenses of counsel), relating to or

arising out of its activities hereunder or pursuant to this Agreement, except to the extent

that any losses, claims, damages, expenses or liabilities (or actions in respect thereof)

are found in a final judgment (not subject to appeal) by a court of law to have resulted

primarily and directly from the Placement Agent’s fraud, willful misconduct or gross

negligence in performing the services described herein or violation of law.

B. Promptly

after receipt by the Placement Agent of notice of any claim or the commencement of any action

or proceeding with respect to which the Placement Agent is entitled to indemnity hereunder,

the Placement Agent will notify the Company in writing of such claim or of the commencement

of such action or proceeding, but failure to so notify the Company shall not relieve the

Company from any obligation it may have hereunder, except and only to the extent such failure

results in the forfeiture by the Company of substantial rights and defenses or materially

adversely impacts the Company. If the Company so elects or is requested by the Placement

Agent, the Company will assume the defense of such action or proceeding and will employ counsel

reasonably satisfactory to the Placement Agent and will pay the reasonable actual and documented

fees and expenses of such counsel. Notwithstanding the preceding sentence, the Placement

Agent will be entitled to employ counsel separate from counsel for the Company and from any

other party in such action if counsel for the Placement Agent reasonably determines that

it would be inappropriate under the applicable rules of professional responsibility for the

same counsel to represent both the Company and the Placement Agent. In such event, the reasonable

fees and disbursements of no more than one (1) such separate counsel will be paid by the

Company, in addition to fees of local counsel. The Company will have the right to settle,

compromise, or consent to the entry of judgment in any pending or threatened the claim, action

or proceeding provided that the Company will not settle any such claim, action or proceeding

without the prior written consent of the Placement Agent, which will not be unreasonably

withheld, conditioned, or delayed, unless such settlement includes an unconditional release

of the Placement Agent and each other indemnitee named in such proceeding from all liabilities

arising out of the action for such claim, action or proceeding. The Company shall not be

liable for any settlement of any action effected without its written consent, which will

not be unreasonably withheld, conditioned or delayed.

C. The

Company agrees to notify the Placement Agent promptly of the assertion against it or any

other person of any claim or the commencement of any action or proceeding relating to a transaction

contemplated by this Agreement.

D. If

for any reason the foregoing indemnity is unavailable to the Placement Agent or insufficient

to hold the Placement Agent harmless, then the Company shall contribute to the amount paid

or payable by the Placement Agent as a result of such losses, claims, damages or liabilities

in such proportion as is appropriate to reflect not only the relative benefits received by

the Company on the one hand and the Placement Agent on the other, but also the relative fault

of the Company on the one hand and the Placement Agent on the other that resulted in such

losses, claims, damages or liabilities, as well as any relevant equitable considerations.

The amounts paid or payable by a party in respect of losses, claims, damages and liabilities

referred to above shall be deemed to include any legal or other fees and expenses incurred

in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions

hereof, the Placement Agent’s share of the liability hereunder shall not be in excess

of the amount of fees actually received by the Placement Agent under this Agreement.

E. These

indemnification provisions shall remain in full force and effect whether or not the transaction

contemplated by this Agreement is completed and shall survive the termination of this Agreement,

and shall be in addition to any liability that the Company might otherwise have to any indemnified

party under this Agreement or otherwise.

5. Engagement

Term.

A. The

Placement Agent’s engagement hereunder will commence on the date hereof and continue

through the Closing Date or, if earlier, April 17, 2026. The date of termination of this

Agreement is referred to herein as the “Termination Date.” In the event,

however, in the course of the Placement Agent’s performance of due diligence it deems

it necessary to terminate the engagement, the Placement Agent may do so prior to the Termination

Date. The Company may elect to terminate the engagement hereunder for any reason prior to

the Termination Date but will remain responsible for fees and expenses pursuant to Section 3

hereof and fees and expenses with respect to the Placement Agent Securities, if sold in the

Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning

the Company’s obligation to pay any fees or expenses actually earned pursuant to Section

3 hereof and the provisions concerning confidentiality, indemnification, contribution and

governing law contained herein will survive any expiration or termination of this Agreement.

If this Agreement is terminated prior to the completion of the Placement, the Company shall

reimburse expenses incurred by the Placement Agent as set forth herein but in no event greater

than the amounts set forth herein, on or before the Termination Date. The Placement Agent

agrees not to use any confidential information concerning the Company provided to the Placement

Agent by the Company for any purposes other than those contemplated under this Agreement.

6. Placement

Agent Information. The Company agrees that any information or advice rendered by the

Placement Agent in connection with this engagement is for the confidential use of the Company

only in its evaluation of the Placement and, except as otherwise required by law, the Company

will not disclose or otherwise refer to the advice or information in any manner without the

Placement Agent’s prior written consent.

7. No

Fiduciary Relationship. This Agreement does not create, and shall not be construed as

creating rights enforceable by any person or entity not a party hereto, except those entitled

hereto by virtue of the indemnification provisions hereof. The Company acknowledges and agrees

that the Placement Agent is not and shall not be construed as a fiduciary of the Company

and shall have no duties or liabilities to the equity holders or the creditors of the Company

or any other person by virtue of this Agreement or the retention of the Placement Agent hereunder,

all of which are hereby expressly waived.

8. Closing.

The obligations of the Placement Agent, and the closing of the sale of the Placement Agent

Securities hereunder are subject to the accuracy, when made and on the Closing Date, of the

representations and warranties on the part of the Company contained herein and in the Purchase

Agreement, to the performance by the Company of its obligations hereunder and in the Purchase

Agreement, and to each of the following additional terms and conditions, except as otherwise

disclosed to and acknowledged and waived by the Placement Agent:

A. All

corporate proceedings and other legal matters incident to the authorization, form, execution,

delivery and validity of each of this Agreement, the Placement Agent Securities, and all

other legal matters relating to this Agreement and the transactions contemplated hereby with

respect to the Placement Agent Securities shall be reasonably satisfactory in all material

respects to the Placement Agent.

B. The

Placement Agent shall have received from outside counsel to the Company such counsel’s

written opinion with respect to the Placement Agent Securities, addressed to the Placement

Agent and dated as of the Closing Date, in form and substance reasonably satisfactory to

the Placement Agent.

C. The

Placement Agent shall have received customary certificates of the Company’s executive

officers, as to the accuracy of the representations and warranties contained in the Purchase

Agreement, and a certificate of the Company’s secretary certifying that each of the

Company’s charter documents are true and complete, have not been modified and are in

full force and effect; (ii) that the resolutions of the Company’s Board of Directors

relating to the Placement are in full force and effect and have not been modified; and (iii)

as to the incumbency of the officers of the Company.

D. The

Common Stock shall be registered under the Exchange Act in accordance with the terms of the

Purchase Agreement and, as of the Closing Date, the Company shall apply for the Shares and

the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants and the Common

Warrants to be listed and admitted and authorized for trading on the NYSE American or other

applicable U.S. national exchange and satisfactory evidence of such application shall have

been provided to the Placement Agent. The Company shall have taken no action designed to,

or likely to have the effect of terminating the registration of the Common Stock under the

Exchange Act or delisting or suspending from trading the Common Stock from the NYSE American

or other applicable U.S. national exchange, nor has the Company received any information

suggesting that the Commission or the NYSE American or other U.S. applicable national exchange

is contemplating terminating such registration or listing.

E. No

action shall have been taken and no statute, rule, regulation or order shall have been enacted,

adopted or issued by any governmental agency or body which would, as of the Closing Date,

prevent the issuance or sale of the Placement Agent Securities or materially and adversely

affect the business or operations of the Company; and no injunction, restraining order or

order of any other nature by any federal or state court of competent jurisdiction shall have

been issued as of the Closing Date which would prevent the issuance or sale of the Placement

Agent Securities or materially and adversely affect the business or operations of the Company.

F. The

Company shall have entered into a Purchase Agreement with the Purchasers of the Placement

Agent Securities and such agreement shall be in full force and effect and shall contain representations,

warranties and covenants of the Company as agreed upon between the Company and the Purchasers.

G. FINRA

shall have raised no objection to the fairness and reasonableness of the terms and arrangements

of this Agreement. In addition, the Company shall, if requested by the Placement Agent, make

or authorize Placement Agent’s counsel to make on the Company’s behalf, any necessary

filing with the FINRA Corporate Financing Department with respect to the Placement and pay

all filing fees required in connection therewith.

any of the conditions specified in this Section 8 shall not have been fulfilled when and as required by this Agreement, all obligations

of the Placement Agent hereunder may be cancelled by the Placement Agent at, or at any time prior to, the Closing Date. Notice of such

cancellation shall be given to the Company in writing or orally. Any such oral notice shall be confirmed promptly thereafter in writing.

9. Governing

Law. This Agreement will be governed by, and construed in accordance with, the laws of

the State of New York applicable to agreements made and to be performed entirely in such

State, without regard to its conflict of laws principles. This Agreement may not be assigned

by either party without the prior written consent of the other party. This Agreement shall

be binding upon and inure to the benefit of the parties hereto, and their respective successors

and permitted assigns. Any right to trial by jury with respect to any dispute arising under

this Agreement or any transaction or conduct in connection herewith is waived. Any dispute

arising under this Agreement may be brought into the courts of the State of New York or into

the Federal Court located in New York, New York and, by execution and delivery of this Agreement,

the Company hereby accepts for itself and in respect of its property, generally and unconditionally,

the jurisdiction of aforesaid courts. Each party hereto hereby irrevocably waives personal

service of process and consents to process being served in any such suit, action or proceeding

by delivering a copy thereof via overnight delivery (with evidence of delivery) to such party

at the address in effect for notices to it under this Agreement and agrees that such service

shall constitute good and sufficient service of process and notice thereof. Nothing contained

herein shall be deemed to limit in any way any right to serve process in any manner permitted

by law. If either party shall commence an action or proceeding to enforce any provisions

of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed

by the other party for its attorney’s fees and other costs and expenses incurred with

the investigation, preparation and prosecution of such action or proceeding.

10. Entire

Agreement/Miscellaneous. This Agreement embodies the entire agreement and understanding

between the parties hereto, and supersedes all prior agreements and understandings, relating

to the subject matter hereof. If any provision of this Agreement is determined to be invalid

or unenforceable in any respect, such determination will not affect such provision in any

other respect or any other provision of this Agreement, which will remain in full force and

effect. This Agreement may not be amended or otherwise modified or waived except by an instrument

in writing signed by both the Placement Agent and the Company. The representations, warranties,

agreements and covenants contained herein shall survive the Closing Dates of the Placement

and delivery of the Placement Agent Securities. This Agreement may be executed in two or

more counterparts, all of which when taken together shall be considered one and the same

agreement and shall become effective when counterparts have been signed by each party and

delivered to the other party, it being understood that both parties need not sign the same

counterpart. In the event that any signature is delivered by facsimile transmission or a

.pdf format file, such signature shall create a valid and binding obligation of the party

executing (or on whose behalf such signature is executed) with the same force and effect

as if such facsimile or .pdf signature page were an original thereof.

11. Notices.

Any and all notices or other communications or deliveries required or permitted to be provided

hereunder shall be in writing and shall be deemed given and effective on the earliest of

(a) the date of transmission, if such notice or communication is sent to the email address

specified on the signature pages attached hereto prior to 6:30 p.m. (New York City time)

on a business day, (b) the next business day after the date of transmission, if such notice

or communication is sent to the email address on the signature pages attached hereto on a

day that is not a business day or later than 6:30 p.m. (New York City time) on any business

day, (c) the third business day following the date of mailing, if sent by U.S. internationally

recognized air courier service, or (d) upon actual receipt by the party to whom such notice

is required to be given. The address for such notices and communications shall be as set

forth on the signature pages hereto.

12. Press

Announcements. The Company agrees that the Placement Agent shall, on and after the Closing

Date, have the right to reference the Placement and the Placement Agent’s role in connection

therewith in the Placement Agent’s marketing materials and on its website and to place

advertisements in financial and other newspapers and journals, in each case at its own expense

and in compliance with all applicable securities laws and applicable confidentiality provisions.

[The

remainder of this page has been intentionally left blank.]

Please

confirm that the foregoing correctly sets forth our agreement by signing and returning to the Placement Agent the enclosed copy of this

Agreement.

Very

truly yours,

Ceros

Financial Services, inc.

By:

/s/

Mark Goldwasser

Name:

Mark

Goldwasser

Title:

Chief

Executive Officer

Address

for notice:

1445

Research Boulevard

Rockville, Maryland 20850

Attn: Mark Goldwasser

Email: goldie@cerosfs.com

Accepted

and agreed to as of

the date first written above:

Therapies Incorporated

By:

/s/

Paul A. Romness, MPH

Name:

Paul

A. Romness, MPH

Title:

President

and Chief Executive Officer

Address

for notice:

Therapies Incorporated

Attn: Paul A. Romness, MPH, President and Chief Executive Officer

115 Pullman Crossing Road, Suite #103

Grasonville, Maryland 21638

Email:

par@ostherapies.com

[Signature

Page to Placement Agency Agreement.]

EX-4.1 — FORM OF PRE-FUNDED WARRANT

EX-4.1

Filename: ea028448801ex4-1.htm · Sequence: 3

Exhibit 4.1

PRE-FUNDED COMMON STOCK PURCHASE

WARRANT

OS Therapies

Incorporated

Warrant Shares: __________

Issue Date: __________, 2026

THIS PRE-FUNDED COMMON STOCK

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

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

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

Date”) but not thereafter, to subscribe for and purchase from OS Therapies Incorporated,

a Delaware corporation (the “Company”), up to __________ shares (as subject to adjustment hereunder, the “Warrant

Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise

Price, as defined in Section 2(b).

Section 1. Definitions.

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

(the “Purchase Agreement”), dated March 31, 2026, among the Company and the purchasers signatory thereto.

Section 2. Exercise.

a) Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in

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

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

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

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

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

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

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

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

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

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

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

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

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

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

purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The

Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following

the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given

time may be less than the amount stated on the face hereof.

b) Exercise Price. The aggregate exercise price of this Warrant, except for a nominal exercise price

of $0.001 per Warrant Share, was pre-funded to the Company on or prior to the Initial Exercise Date and, consequently, no additional consideration

(other than the nominal exercise price of $0.001 per Warrant Share) shall be required to be paid by the Holder to any Person to effect

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

exercise price under any circumstance or for any reason whatsoever. The remaining unpaid exercise price per share of Common Stock under

this Warrant shall be $0.001, subject to adjustment hereunder (the “Exercise Price”).

c) Cashless Exercise. If at the time of exercise hereof there is no effective registration statement

registering, or the prospectus contained therein is not available for the issuance or resale of the Warrant Shares to or by the Holder,

then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the

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

(A)

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

(B)

the Exercise Price of this Warrant, as adjusted hereunder;

and

(X)

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

“Bid Price” means,

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

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

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

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

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

for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar organization

or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d)

in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith

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

of which shall be paid by the Company.

“VWAP” means, for

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

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

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

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

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

or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar organization

or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d)

in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith

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

of which shall be paid by the Company.

If Warrant Shares are issued in such

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

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

this Section 2(c).

d) Mechanics of Exercise.

i. Delivery

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

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

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

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

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

registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which

the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is

the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery

of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the

delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that the

aggregate Exercise Price is received by the Company on the Warrant Share Delivery Date (other than in connection with a cashless exercise).

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

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

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

(i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice

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

Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant

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

Day (increasing to $20 per Trading Day on the third (3rd) Trading Day after the Warrant Share Delivery Date) for each Trading

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

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

used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days,

on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.

Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 9:00 a.m. (New York City time) on the

Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to

deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise

Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price (other than

in the case of a cashless exercise) is received by such Warrant Share Delivery Date.

ii. Delivery

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

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

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

be identical with this Warrant.

iii. Rescission

Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i)

by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

iv. Compensation

for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if

the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section

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

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

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

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

total purchase price (including reasonable and customary brokerage commissions, if any) for the shares of Common Stock so purchased exceeds

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

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

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

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

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

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

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

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

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

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

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

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

v. No

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

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

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

Exercise Price or round down to the lesser whole share.

vi. Charges,

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

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

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

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

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

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

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

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

vii. Closing

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

pursuant to the terms hereof.

e) Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant,

and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that

after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s

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

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

foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall

include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being

made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised

portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion

of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock

Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the

Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e),

beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated

thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance

with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith.

To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable

(in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this

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

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

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

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

no liability for exercise of this Warrant that are not in compliance with the Beneficial Ownership Limitation (other than in connection

with information provided in connection with clause (C) below). In addition, a determination as to any group status as contemplated above

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

of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding

shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the

case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent

setting forth the number of shares of Common Stock outstanding. Upon the written request of a Holder, the Company shall within one (1)

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

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

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

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

the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this

Warrant. The Holder, upon written notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this

Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock

outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder

and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective

until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented

in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof)

which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements

necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor

holder of this Warrant.

Section 3. Certain

Adjustments.

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

a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent

securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the

Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines

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

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

a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately

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

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

of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after

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

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

b) Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above,

if at any time while this Warrant is outstanding, the Company grants, issues or sells any Common Stock Equivalents or rights to purchase

stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase

Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase

Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise

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

immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record

is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such

Purchase Rights (provided, however, that, to the extent that the Holder’s right to participate in any such Purchase

Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in

such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such

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

would not result in the Holder exceeding the Beneficial Ownership Limitation).

c) Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare

or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way

of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options

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

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

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

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

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

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

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

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

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

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

exceeding the Beneficial Ownership Limitation).

d) Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly

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

the Company or any Subsidiary, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition

of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value

of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash

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

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

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

of the obligations of the Company under this Warrant in accordance with the provisions of this Section 3(d) pursuant to written agreements

in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental

Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity

evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding

number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable

and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental

Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account

the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock,

such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant

immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to

the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall be added to the term “Company”

under this Warrant (so that from and after the occurrence or consummation of such Fundamental Transaction, each and every provision of

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

the Successor Entity or Successor Entities, jointly and severally), and the Successor Entity or Successor Entities, jointly and severally

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

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

as if the Company and such Successor Entity or Successor Entities, jointly and severally, had been named as the Company herein. For the

avoidance of doubt, the Holder shall be entitled to the benefits of the provisions of this Section 3(d) regardless of (i) whether the

Company has sufficient authorized shares of Common Stock for the issuance of Warrant Shares and/or (ii) whether a Fundamental Transaction

occurs prior to the Initial Exercise Date.

e) Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest

1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding

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

f) Notice to Holder.

i. Adjustment

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

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

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

ii. Notice

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

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

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

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

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

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

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

of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email address as it shall

appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter

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

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

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

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

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

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

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

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

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

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

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

Section 4. Transfer

of Warrant.

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

rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated

agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its

agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if

required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable,

and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing

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

the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full,

in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers

an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised

by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

b) New Warrants. Subject to compliance with applicable securities laws, this Warrant may be divided

or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying

the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance

with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new

Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued

on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall be identical with this Warrant except as

to the number of Warrant Shares issuable pursuant thereto.

c) Warrant Register. The Company shall register this Warrant, upon records to be maintained by the

Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company

may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution

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

Section 5. Miscellaneous.

a) No Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the

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

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

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

be required to net cash settle an exercise of this Warrant.

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

Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate

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

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

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

lieu of such Warrant or stock certificate.

c) Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or

the expiration of any right required or granted herein shall not be a Trading Day, then, such action may be taken or such right may be

exercised on the next succeeding Trading Day.

d) Authorized Shares. The Company covenants that, during the period this Warrant is outstanding,

it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the

Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this

Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon

the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to

assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any

requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which

may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights

represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully

paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than

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

Except and to the extent as waived

or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation

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

action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith

assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights

of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not

increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in

par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully

paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such

authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the

Company to perform its obligations under this Warrant.

Before taking any action, which would

result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall

obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies

having jurisdiction thereof.

e) Governing Law. All questions concerning the construction, validity, enforcement and interpretation

of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without

regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement

and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors,

officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting

in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in

the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction

contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any

claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is

an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being

served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence

of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute

good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve

process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of

this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’

fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

f) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this

Warrant, if not registered, and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and

federal securities laws.

g) Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder

on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding

the fact that the right to exercise this Warrant terminates on the Termination Date. Without limiting any other provision of this Warrant,

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

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

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

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

h) Notices. Any and all notices or other communications or deliveries to be provided by the Holder

hereunder including, without limitation, any Notice of Exercise, shall be in writing and delivered personally, by e-mail, or sent by a

nationally recognized overnight courier service, addressed to the Company, at 115 Pullman Crossing Road, Suite 103, Grasonville, Maryland

21638, Attention: Chief Financial Officer, email address: cfo@ostherapies.com, or such other email address or address as the Company may

specify for such purposes by notice to the Holder. Any and all notices or other communications or deliveries to be provided by the Company

hereunder shall be in writing and delivered personally, by e-mail, or sent by a nationally recognized overnight courier service addressed

to each Holder at the e-mail address or address of such Holder appearing on the books of the Company. Any notice or other communication

or deliveries hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication

is delivered via e-mail at the e-mail address set forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the

next Trading Day after the time of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth

in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading

Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the

party to whom such notice is required to be given. To the extent that any notice provided hereunder constitutes, or contains, material,

non-public information regarding the Company or any Subsidiaries, the Company shall promptly file such notice with the Commission pursuant

to a Current Report on Form 8-K.

i) Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder

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

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

asserted by the Company or by creditors of the Company.

j) Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including

recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages

would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees

to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.

k) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and

obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and

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

to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.

l) Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written

consent of the Company, on the one hand, and the Holder, on the other hand.

m) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner

as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable

law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions

or the remaining provisions of this Warrant.

n) Headings. The headings used in this Warrant are for the convenience of reference only and shall

not, for any purpose, be deemed a part of this Warrant.

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

(Signature Page Follows)

IN WITNESS WHEREOF, the Company

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

OS Therapies Incorporated

By:

Name:

Paul A. Romness, MPH

Title:

President and Chief Executive Officer

Exhibit A

NOTICE OF EXERCISE

TO: OS

Therapies Incorporated

(1) The undersigned hereby

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

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

(2) Payment shall take the

form of (check applicable box):

☐ in lawful money of the United States; or

☐ if permitted the cancellation of such number of Warrant Shares

as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number

of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

(3) Please issue said Warrant

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

_______________________________

The Warrant Shares shall be delivered to the following

DWAC Account Number:

_______________________________

[SIGNATURE OF HOLDER]

Name of Investing Entity: ________________________________________________________

Signature of Authorized Signatory of Investing

Entity: __________________________________

Name of Authorized Signatory: ____________________________________________________

Title of Authorized Signatory: _____________________________________________________

Date: _________________________________________________________________________

EXHIBIT B

ASSIGNMENT FORM

(To assign the foregoing

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

FOR VALUE RECEIVED, the foregoing

Warrant and all rights evidenced thereby are hereby assigned to

Name:

(Please Print)

Address:

(Please Print)

Phone Number:

Email Address:

Dated: _______________ __, ______

Holder’s Signature:

Holder’s Address:

EX-4.2 — FORM OF COMMON WARRANT

EX-4.2

Filename: ea028448801ex4-2.htm · Sequence: 4

Exhibit 4.2

COMMON STOCK PURCHASE WARRANT

OS Therapies

Incorporated

Warrant Shares: _______

Issue Date: _______,

20__ (the “Issue Date”)

THIS COMMON STOCK PURCHASE

WARRANT (this “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”)

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

the Issue Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _______, 20__1

(the “Termination Date”) but not thereafter, to subscribe for and purchase from OS

Therapies Incorporated, a Delaware corporation (the “Company”), up to ______ shares (as subject to

adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under

this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Section 1. Definitions.

In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1:

“Affiliate”

means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control

with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

“Bid Price”

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

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

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

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

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

or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (or a similar organization

or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in

all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by

the holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses

of which shall be paid by the Company.

“Commission”

means the United States Securities and Exchange Commission.

1 Insert the date that is the five (5) year anniversary of

the Issue Date, provided that, if such date is not a Trading Day, insert the immediately following Trading Day.

“Common

Stock” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such

securities may hereafter be reclassified or changed.

“Common

Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire

at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is

at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Exchange

Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Person”

means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,

joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Purchase

Agreement” means the Securities Purchase Agreement, dated as of March 31, 2026, among the Company and the purchasers listed

on the signature pages thereto, as amended, modified or supplemented from time to time in accordance with its terms.

“Securities

Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Subsidiary”

means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed

or acquired after the date hereof.

“Trading

Day” means a day on which the Common Stock is traded on a Trading Market.

“Trading

Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date

in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock

Exchange, OTCQB or OTCQX (or any successors to any of the foregoing).

“Transfer

Agent” means VStock Transfer, LLC, the current transfer agent of the Company, with a mailing address of 18 Lafayette Place,

Woodmere, NY 11598 and an email address of info@vstocktransfer.com, and any successor transfer agent of the Company.

“VWAP”

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

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

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

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

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

then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (or a

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

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

selected in good faith by the holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company,

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

“Warrants”

means this Warrant and other Common Stock purchase warrants issued by the Company pursuant to the Purchase Agreement.

Section 2. Exercise.

a) Exercise

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

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

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

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

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

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

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

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

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

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

in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which

the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the

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

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

the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise

within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree

that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of

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

b) Exercise

Price. The exercise price per share of Common Stock under this Warrant shall be $1.40, subject to adjustment hereunder (the “Exercise

Price”).

c) Cashless

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

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

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

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

(A) = as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice

of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading

Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading

hours” (as defined in Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at

the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or

(z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s

execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a

Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading

hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the

date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof

after the close of “regular trading hours” on such Trading Day;

(B) = the Exercise Price of this Warrant, as adjusted hereunder; and

(X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the

terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

If Warrant Shares

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

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

contrary to this Section 2(c).

Notwithstanding

anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant

to this Section 2(c).

d) Mechanics of Exercise.

i. Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that the aggregate Exercise Price is received by the Company on the Warrant Share Delivery Date (other than in connection with a cashless exercise). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the third (3rd) Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 9:00 a.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by such Warrant Share Delivery Date.