Form 8-K

8-K — OS Therapies Inc

Accession: 0001213900-26-092651

Filed: 2026-08-21

Period: 2026-08-21

CIK: 0001795091

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — ea0303019-8k_ostherapies.htm (Primary)

EX-1.1 — OPEN MARKET SALE AGREEMENTSM, DATED AUGUST 21, 2026, BY AND BETWEEN OS THERAPIES INCORPORATED AND JEFFERIES LLC (ea030301901ex1-1.htm)

EX-5.1 — OPINION OF OLSHAN FROME WOLOSKY LLP (ea030301901ex5-1.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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2026-08-21

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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):

August 21, 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 ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

CURRENT REPORT ON FORM 8-K

OS Therapies Incorporated

August 21, 2026

Item 1.01. Entry into a Material Definitive

Agreement.

On August 21, 2026, OS

Therapies Incorporated (the “Company”) entered into an Open Market Sale Agreement℠ (the “Sales

Agreement”) with Jefferies LLC (the “Sales Agent”), pursuant to which the Company may offer and sell shares of its

common stock from time to time through or to the Sales Agent in connection with the Company’s “at the

market offering” program (the “ATM Offering”).

On August 21, 2026, the Company filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement (the “Prospectus Supplement”)

relating to the ATM Offering under the Company’s shelf registration statement on Form S-3 (File No. 333-289443) filed by the Company

with the SEC on August 8, 2025 and declared effective by the SEC on August 25, 2025 (the “Registration Statement”). Pursuant

to the Prospectus Supplement, the Company may offer and sell shares of its common stock having an aggregate offering price of up to $75 million

pursuant to the Sales Agreement (the “Shares”).

From time to time during the

term of the Sales Agreement, the Company may deliver a placement notice to the Sales Agent specifying the length of the selling period,

the amount of Shares to be sold, any limitation on the number of Shares that may be sold in any one trading day and the minimum price

below which sales may not be made. Upon its acceptance of the placement notice from the Company, the Sales Agent will use its commercially

reasonable efforts consistent with its normal trading and sales practices to solicit offers to purchase Shares, under the terms and subject

to the conditions set forth in the Sales Agreement, in transactions that are deemed to be an “at

the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”),

in block transactions, sales made directly on the Principal Market (as defined in the Sales Agreement) or sales made into any other existing

trading markets of the Shares. The Company may instruct the Sales Agent not to sell Shares if the sales cannot be effected at or above

the price designated by the Company in any placement notice. The Company or the Sales Agent may suspend the offering of the Shares at

any time upon proper notice and subject to other conditions.

The Company will pay the Sales

Agent a commission equal to 3.0% of the aggregate gross proceeds the Company receives from each sale of Shares pursuant to the Sales Agreement.

In addition, we have agreed to reimburse the Sales Agent for the fees and disbursements of its counsel, payable upon execution of the

Sales Agreement, in an amount not to exceed $100,000, in addition to certain ongoing disbursements of its legal counsel.

Under the terms of the Sales

Agreement, the Company also may sell Shares to the Sales Agent, as principal for its own account, at a price to be agreed upon at the

time of sale.

The ATM Offering of the Shares

pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all Shares subject to the Sales Agreement and (ii)

the termination of the Sales Agreement as permitted therein. The Company and the Sales Agent may each terminate the Sales Agreement at

any time upon 10 days’ prior notice.

The Company made certain customary

representations, warranties and covenants concerning the Company and the Shares in the Sales Agreement and agreed to indemnify the Sales

Agent against certain liabilities, including liabilities under the Securities Act.

A copy of the Sales Agreement

is filed as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the material terms of the Sales Agreement

does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Olshan Frome Wolosky LLP,

counsel to the Company, has issued a legal opinion relating to the legality of the issuance and the sale of the Shares. A copy of such

legal opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.

The Company intends to use

the net proceeds from the ATM Offering, if any, to fund clinical development activities, including ongoing and planned clinical trials,

advance the Company’s research and development programs, and acquire or invest in technologies, product candidates or businesses

that are complementary to the Company’s strategic objectives. The Company currently has no definitive commitments or agreements

with respect to any such acquisitions or investments.

This Current Report on Form 8-K shall

not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in

any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under

the securities laws of any such state or other jurisdiction.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

1.1*

Open Market Sale AgreementSM, dated August 21, 2026, by and between OS Therapies Incorporated and Jefferies LLC.*

5.1

Opinion of Olshan Frome Wolosky LLP.

23.1

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

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 SEC 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: August 21, 2026

By:

/s/ Paul A. Romness, MPH

Name:

Paul A. Romness, MPH

Title:

President and Chief Executive Officer

EX-1.1 — OPEN MARKET SALE AGREEMENTSM, DATED AUGUST 21, 2026, BY AND BETWEEN OS THERAPIES INCORPORATED AND JEFFERIES LLC

EX-1.1

Filename: ea030301901ex1-1.htm · Sequence: 2

Exhibit 1.1

OPEN

MARKET SALE AGREEMENTSM

August

21, 2026

JEFFERIES

LLC

520

Madison Avenue

New

York, New York 10022

Ladies

and Gentlemen:

Therapies Incorporated, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated

herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”),

shares of the Company’s common stock, par value $0.001 per share (the “Common Shares”), on the terms set forth

in this agreement (this “Agreement”).

Section

1. DEFINITIONS

(a)

Certain Definitions. For purposes of this Agreement, capitalized terms used herein and not otherwise defined shall have the following

respective meanings:

“Affiliate”

of a Person means another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under

common control with, such first- mentioned Person. The term “control” (including the terms “controlling,” “controlled

by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the

direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Agency

Period” means the period commencing on the date of this Agreement and expiring on the earliest to occur of (x) the date on

which the Agent shall have placed the Maximum Program Amount pursuant to this Agreement and (y) the date this Agreement is terminated

pursuant to Section 7.

“Commission”

means the U.S. Securities and Exchange Commission.

“Exchange

Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder.

“Floor

Price” means the minimum price set by the Company in the Issuance Notice below which the Agent shall not sell Shares during

the applicable period set forth in the Issuance Notice, which may be adjusted by the Company at any time during the period set forth

in the Issuance Notice by delivering written notice of such change to the Agent and which in no event shall be less than $1.00 without

the prior written consent of the Agent, which may be withheld in the Agent’s sole discretion.

“Open Market Sale Agreement” is a service mark of Jefferies LLC

“Issuance

Amount” means the aggregate Sales Price of the Shares to be sold by the Agent pursuant to any Issuance Notice.

“Issuance

Notice” means a written notice delivered to the Agent by the Company in accordance with this Agreement in the form attached

hereto as Exhibit A that is executed by its Chief Executive Officer, President or Chief Financial Officer.

“Issuance

Notice Date” means any Trading Day during the Agency Period that an Issuance Notice is delivered pursuant to Section 3(b)(i).

“Issuance

Price” means the Sales Price less the Selling Commission.

“Maximum

Program Amount” means Common Shares with an aggregate Sales Price of the lesser of (a) the number or dollar amount of Common

Shares registered under the effective Registration Statement (defined below) pursuant to which the offering is being made, (b) the number

of authorized but unissued Common Shares (less Common Shares issuable upon exercise, conversion or exchange of any outstanding securities

of the Company or otherwise reserved from the Company’s authorized capital stock), (c) the number or dollar amount of Common Shares

permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable), or (d) the number or dollar amount

of Common Shares for which the Company has filed a Prospectus (defined below).

“Person”

means an individual or a corporation, partnership, limited liability company, trust, incorporated or unincorporated association, joint

venture, joint stock company, governmental authority or other entity of any kind.

“Principal

Market” means the NYSE American LLC or such other national securities exchange on which the Common Shares, including any Shares,

are then listed.

“Sales

Price” means the actual sale execution price of each Share placed by the Agent pursuant to this Agreement.

“Securities

Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder.

“Selling

Commission” means three percent (3.0%) of the gross proceeds of Shares sold pursuant to this Agreement, or as otherwise agreed

between the Company and the Agent with respect to any Shares sold pursuant to this Agreement.

“Settlement

Date” means the first (1st) business day following each Trading Day during the period set forth in the Issuance

Notice on which Shares are sold pursuant to this Agreement, when the Company shall deliver to the Agent the amount of Shares sold on

such Trading Day and the Agent shall deliver to the Company the Issuance Price received on such sales.

“Shares”

shall mean the Company’s Common Shares issued or issuable pursuant to this Agreement.

“Trading

Day” means any day on which the Principal Market is open for trading.

Section

2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The

Company represents and warrants to, and agrees with, the Agent that as of (1) the date of this Agreement, (2) each Issuance Notice Date,

(3) each Settlement Date, (4) each Triggering Event Date (as defined below) and (5) as of each Time of Sale (as defined below) (each

of the times referenced above is referred to herein as a “Representation Date”), except as may be disclosed in the

Prospectus (including any documents incorporated by reference therein and any supplements thereto) on or before a Representation Date:

(a)

The Company has prepared and filed with the Commission a shelf registration statement on Form S-3 (File No. 333-289443)

that contains a base prospectus. Such registration statement registers the issuance and sale by the Company of the Shares under the Securities

Act. The Company may file one or more additional registration statements from time to time that will contain a base prospectus and related

prospectus or prospectus supplement, if applicable, with respect to the Shares. Except where the context otherwise requires, such registration

statement(s), including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, including all financial

statements, exhibits and schedules thereto and all documents incorporated or deemed to be incorporated therein by reference pursuant

to Item 12 of Form S-3 under the Securities Act as from time to time amended or supplemented, is herein referred to as the “Registration

Statement,” and the base prospectus constituting a part of such registration statement(s), together with any prospectus supplement

filed with the Commission pursuant to Rule 424(b) under the Securities Act relating to a particular issuance of the Shares, including

all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act,

in each case, as from time to time amended or supplemented, is referred to herein as the “Prospectus,” except that

if any revised prospectus is provided to the Agent by the Company for use in connection with the offering of the Shares that is not required

to be filed by the Company pursuant to Rule 424(b) under the Securities Act, the term “Prospectus” shall refer to

such revised prospectus from and after the time it is first provided to the Agent for such use. The Registration Statement at the time

it originally became effective is herein called the “Original Registration Statement.” As used in this Agreement,

the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed

to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed

to be incorporated therein by reference.

All

references in this Agreement to the Registration Statement, the Prospectus or any issuer free writing prospectus shall be deemed to refer

to and include the documents, if any, that are or are deemed to be incorporated by reference therein (the “Incorporated Documents”),

including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. All references

in this Agreement to financial statements and schedules and other information which is “contained,” “included”

or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to

mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference

in or otherwise deemed under the Securities Act to be a part of or included in the Registration Statement or the Prospectus, as the case

may be, as of any specified date; and all references in this Agreement to amendments or supplements to the Registration Statement or

the Prospectus shall be deemed to mean and include, without limitation, the filing of any Incorporated Document, as of any specified

date.

the time the Registration Statement was or will be declared effective and at the time the Company’s most recent annual report on

Form 10-K was filed with the Commission, if later, the Company met the then-applicable requirements for use of Form S-3 under

the Securities Act. During the Agency Period, each time the Company files an annual report on Form 10-K with the Commission the Company

will meet the then-applicable requirements for use of Form S-3 under the Securities Act.

(b)

The Original Registration Statement and any Rule 462(b) Registration Statement have been declared or are deemed effective by the

Commission under the Securities Act. The Company has complied to the Commission’s satisfaction with all requests of the Commission

for additional or supplemental information. No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b)

Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the

Company, are contemplated or threatened by the Commission.

The

Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed with the Commission through

its Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”) (except as may be permitted by Regulation S-T

under the Securities Act), was identical to the copy thereof delivered to the Agent for use in connection with the issuance and sale

of the Shares. Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto,

at the time it became or becomes effective and at each Representation Date, complied and will comply in all material respects with the

Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to

be stated therein or necessary to make the statements therein not misleading. As of the date of this Agreement, the Prospectus and any

Free Writing Prospectus (as defined below) considered together (collectively, the “Time of Sale Information”) did

not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the

light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date and

at each Representation Date, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary

in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations

and warranties set forth in the three immediately preceding sentences do not apply to statements in or omissions from the Registration

Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments

or supplements thereto, made in reliance upon and in conformity with information relating to the Agent furnished to the Company in writing

by the Agent expressly for use therein, it being understood and agreed that the only such information furnished by the Agent to the Company

consists of the Agent’s Information described in Section 6(b) below. There are no contracts or other documents required to be described

in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required. The Registration

Statement and the offer and sale of the Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and

comply in all material respects with said rule.

(c)

(i) At the time of filing the Registration Statement and (ii) at the time of the execution of this Agreement (with such date being used

as the determination date for purposes of this clause (ii)), the Company was not and is not an “ineligible issuer” (as defined

in Rule 405), without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company

be considered an ineligible issuer.

(d)

The Company is, and since August 2, 2024 has been, an “emerging growth company,” as defined in Section 2(a) of the Securities

Act.

(e)

Each issuer free writing prospectus, as of its issue date and as of each Representation Date, did not, does not and will not include

any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus,

including any Incorporated Document deemed to be a part thereof that has not been superseded or modified. Each issuer free writing prospectus

that the Company has filed, or is required to file, pursuant to Rule 433 or that was prepared by or on behalf of or used by the Company

complies or will comply in all material respects with the requirements of the Securities Act.

(f)

The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the Agent’s distribution

of the Shares under this Agreement, will not distribute any offering material in connection with the offering and sale of the Shares

other than the Registration Statement, the Prospectus or any Free Writing Prospectus (as defined below).

(g)

The interactive data in eXtensible Business Reporting Language (“XBRL”) included or incorporated by reference in the

Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in

accordance with the Commission’s rules and guidelines applicable thereto.

(h)

The Company is subject to and in compliance in all material respects with the reporting requirements of Section 13 or Section 15(d) of

the Exchange Act. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed on the Principal Market,

and the Company has taken no action designed to, or reasonably likely to have the effect of, terminating the registration of the Common

Shares under the Exchange Act or delisting the Common Shares from the Principal Market, nor has the Company received any notification

that the Commission or the Principal Market is contemplating terminating such registration or listing. The Company is in compliance with

the current listing standards of the Principal Market. The Company has filed a Supplemental Listing Application (SLAP) with the Principal

Market with respect to the Shares.

(i)

No person (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act) has the right to act as an underwriter

or as a financial advisor to the Company in connection with the offer and sale of the Shares hereunder, whether as a result of the filing

or effectiveness of the Registration Statement or the sale of the Shares as contemplated hereby or otherwise, other than the Agent. Except

for the Agent, there is no broker, finder or other party that is entitled to receive from the Company or any of its Subsidiaries (as

defined below) any brokerage or finder’s fee or other fee or commission as a result of any transactions contemplated by this Agreement.

(j)

The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware,

with full corporate power and authority to acquire, own, lease and operate its properties, and to lease the same to others, and to conduct

its business as described in the Registration Statement and the Prospectus and to enter into and perform its obligations under this Agreement.

The Company is duly qualified to transact business as a foreign corporation and is in good standing in the State of Maryland and under

the laws of each other jurisdiction that requires such qualification, whether by reason of the ownership or leasing of property or the

conduct of business, except to the extent that the failure to be so qualified or in good standing could not reasonably be expected, individually

or in the aggregate, to have a material adverse effect on the condition (financial or otherwise), earnings, results of operations, business,

properties, operations, assets, liabilities or prospects of the Company and its Subsidiaries, taken as a whole, whether or not arising

from transactions in the ordinary course of business (a “Material Adverse Effect”).

(k)

Each of the Company’s “subsidiaries” (for purposes of this Agreement, as defined in Rule 405 under the Securities Act)

(each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly

existing in good standing (where such concept exists) under the laws of the jurisdiction of its organization and has full power and authority

to acquire, own, lease and operate its properties, and to conduct its business as described in the Registration Statement and the Prospectus.

Each Subsidiary is duly qualified to transact business and is in good standing (where such concept exists) under the laws of each jurisdiction

that requires such qualification, whether by reason of the ownership or leasing of property or the conduct of business, except to the

extent that the failure to be so qualified or in good standing could not reasonably be expected, individually or in the aggregate, to

have a Material Adverse Effect. Other than as disclosed the Company’s filings with the Commission under the Exchange Act, all of

the issued and outstanding share capital or other equity or ownership interests of each Subsidiary has been duly authorized and validly

issued, is fully paid and nonassessable, has been issued in compliance with federal state and securities laws and is owned by the Company,

directly or through other wholly owned Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or

adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity, other than

the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K filed with the Commission. No Subsidiary

is prohibited or restricted, directly or indirectly, from paying dividends to the Company, from making any other distribution with respect

to such Subsidiary’s equity securities, from repaying to the Company or any other Subsidiary any amounts that may from time to

time become due under any loans or advances to such Subsidiary from the Company or from transferring any property or assets to the Company

or to any other Subsidiary.

(l)

The Company has the authorized and outstanding capitalization as set forth in the Company’s annual report on Form 10-K for the

most recent fiscal year or, if later, the Company’s quarterly report on Form 10-Q for the most recent fiscal quarter, as of the

dates referred to therein (subject, in each case, to the issuance of Shares under this Agreement, the issuance of Common Shares upon

exercise of share options and warrants disclosed as outstanding as of the date hereof in the Registration Statement and the Prospectus

and the grant of options under existing share option plans described in the Registration Statement and the Prospectus). The Common Shares

conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus, including under

the heading “Description of Our Capital Stock.” All of the issued and outstanding share capital or other equity or ownership

interest of the Company (including the Common Shares) has been duly authorized and validly issued and is fully paid and nonassessable,

has been issued in compliance with all federal, state and local securities laws and is free and clear of any security interest, mortgage,

pledge, lien, encumbrance or adverse claim. None of the outstanding shares of capital stock of the Company were issued in violation of

any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There

are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase or subscribe

for, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital of the Company or any of its

Subsidiaries or to which the Company or any of its Subsidiaries is a party or by which any of them may be bound other than those described

in the Registration Statement and the Prospectus. The descriptions of the Company’s equity incentive plan, stock option plans and

other stock plans or arrangements described in the Prospectus and in effect as of the date hereof (collectively, the “Stock

Plans”) and the options or other rights granted thereunder, set forth in the Registration Statement and the Prospectus accurately

and fairly present the information required to be shown with respect to such Stock Plans and the options or other rights granted thereunder.

(m)

The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against

payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable and will conform in all material respects

to the description thereof contained in the Prospectus. The issuance and sale of the Shares as contemplated hereby shall not be subject

to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares. When issued and delivered

by the Company against payment therefor pursuant to this Agreement, the purchasers of the Shares issued and sold hereunder will acquire

good, marketable and valid title to such Shares, free and clear of all pledges, liens, security interests, charges, claims or encumbrances.

The issuance and sale of the Shares as contemplated hereby will not cause any holder of any share capital, securities convertible into

or exchangeable or exercisable for share capital or options, warrants or other rights to purchase share capital or any other securities

of the Company to have any right to acquire any preferred shares of the Company. There are no restrictions upon the voting or transfer

of the Common Shares under the Company’s amended and restated certificate of incorporation or amended and restated bylaws or any

agreement or other instrument to which the Company is a party or otherwise filed as an exhibit to the Registration Statement.

(n)

There is no statute, regulation, contract, agreement or other document required to be described in the Registration Statement, Prospectus

or in any Incorporated Document, or to be filed as an exhibit to the Registration Statement or any Incorporated Document which is not

described or filed as required. The statements set forth or incorporated by reference in the Prospectus, insofar as they purport to constitute

summaries of the terms of the statutes, regulations, contracts, agreements or other documents described and filed, constitute accurate

summaries of the terms thereof in all material respects. The statements set forth or incorporated by reference in the Prospectus under

the headings “Risk Factors” and “Description of Our Capital Stock,” insofar as such statements summarize legal

matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents

or proceedings. Neither the Company nor any of its Subsidiaries has sent or received any communication regarding termination of, or intent

not to renew or render performance under, any of the contracts or agreements referred to or described in the Prospectus or any free writing

prospectus, or referred to or described in, or filed as an exhibit to, the Registration Statement, or any Incorporated Document, and

no such termination or non-renewal has been threatened by the Company or any of its Subsidiaries or, to the Company’s knowledge,

any other party to any such contract or agreement, which threat of termination or non-renewal has not been rescinded as of the date hereof.

(o)

This Agreement has been duly and validly authorized, executed and delivered by the Company and constitutes a valid and legally binding

obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability, including rights of

indemnification, may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating

to or affecting creditors’ rights generally and by general principles of equity. This Agreement conforms in all material respects

to the descriptions thereof in the Registration Statement and the Prospectus.

(p)

The Company is not and, after giving effect to the offering and sale of the Shares and the application of the proceeds thereof as described

in the Prospectus, will not be an “investment company” as defined in the Investment Company Act of 1940, as amended.

(q)

No consent, approval, license, permit, qualification, authorization or other order or decree of, or registration or filing with, any

court or other governmental, taxing or regulatory authority or agency, is required for the Company’s execution, delivery and performance

of this Agreement or consummation of the transactions contemplated hereby or by the Registration Statement and the Prospectus (including

the issuance and sale of the Shares hereunder), except such as have been already obtained or made or as may be required under the Securities

Act, applicable state securities or Blue Sky laws, applicable rules of the Principal Market, or Rule 5110 of the Financial Industry Regulatory

Authority, Inc. (“FINRA”).

(r)

Neither the execution and delivery by the Company of, nor the performance of the Company of its obligations under, this Agreement will

conflict with, result in a breach or violation of, or result in the creation or imposition of any lien, charge or encumbrance upon any

property or assets of the Company or any of its Subsidiaries pursuant to: (i) the certificate or articles of incorporation, charter,

bylaws, articles of association, limited liability company agreement, certificate or agreement of limited or general partnership or other

similar organizational documents, as the case may be, of such entity, (ii) the terms of any indenture, contract, license, lease, mortgage,

deed of trust, note agreement, agreement or other instrument, obligation, condition, covenant or instrument to which it is a party or

bound or to which its property or assets is subject or (iii) any statute, law, rule, regulation, judgment, order or decree applicable

to the Company or any of its Subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other

authority having jurisdiction over the Company, any of its Subsidiaries or any of their respective properties or assets, as applicable,

except, in the case of clauses (ii) and (iii) above, for any such conflict, breach, violation or default that would not, individually

or in the aggregate, have a Material Adverse Effect.

(s)

Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus and except as set

forth in the Registration Statement or the Prospectus: (i) there has been no Material Adverse Effect, or any development that could reasonably

be expected to result in a Material Adverse Effect, on the condition (financial or otherwise), earnings, results of operations, business,

properties, operations, assets, liabilities or prospects of the Company and its Subsidiaries, taken as a whole, whether or not arising

from transactions in the ordinary course of business; (ii) neither the Company nor its Subsidiaries has (A) incurred any material liability

or obligation, indirect, direct or contingent, including without limitation any material losses or interference with its business from

fire, explosion, flood, earthquakes, accident or other calamity, whether or not covered by insurance, or from any strike, labor dispute

or court or governmental action, order or decree, that are material, individually or in the aggregate, to the Company and its Subsidiaries,

considered as one entity, (B) entered into any material transactions not in the ordinary course of business or (C) issued or granted

any shares of the Company’s capital stock or securities convertible into or exchangeable or exercisable for or that represent the

right to receive shares of the Company’s capital stock other than under the Stock Plans or upon the conversion, exercise or exchange

of securities outstanding as of the date hereof; and (iii) there has not been any material decrease in the share capital or any material

increase in any short-term or long-term indebtedness of the Company or any of its Subsidiaries and there has been no dividend or distribution

of any kind declared, paid or made by the Company or, except for dividends paid to the Company or another Subsidiary, by any Subsidiary

on any class of shares, or any repurchase or redemption by the Company or any of its Subsidiaries of any class of shares.

(t)

There are no persons (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act) with registration

or other similar rights to have any equity or debt securities of the Company registered for sale under the Registration Statement or

included in the offering contemplated by this Agreement, except for such rights as have been duly waived in a writing previously furnished

to the Agent.

(u)

The financial statements included or incorporated by reference in the Registration Statement and the Prospectus, together with the related

notes and schedules, present fairly, in all material respects, the consolidated financial position of the Company and the Subsidiaries

as of the dates indicated and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company

and the Subsidiaries for the periods specified and have been prepared in compliance with the requirements of the Securities Act and Exchange

Act, as applicable, and in conformity with United States generally accepted accounting principles (“GAAP”) applied

on a consistent basis during the periods involved. To the extent applicable, any pro forma financial statements, information or data

included or incorporated by reference in the Registration Statement and the Prospectus comply with the requirements of Regulation S-X

of the Securities Act, including, without limitation, Article 11 thereof, fairly present the information set forth herein, and the assumptions

used in the preparation of such pro forma financial statements and data are reasonable, the pro forma adjustments used therein are appropriate

to give effect to the circumstances referred to therein and the pro forma adjustments have been properly applied to the historical amounts

in the compilation of those statements and data. The other financial data set forth or incorporated by reference in the Registration

Statement and the Prospectus is accurately and fairly presented and prepared on a basis consistent with the financial statements and

books and records of the Company. There are no financial statements (historical or pro forma) that are required to be included or incorporated

by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference therein as required.

The Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance

sheet obligations or any “variable interest entities” as that term is used in Accounting Standards Codification Paragraph

810-10-25-20), not disclosed in the Registration Statement and the Prospectus. All disclosures contained in the Registration Statement

or the Prospectus that contain “non-GAAP financial measures” (as such term is defined by the rules and regulations of the

Commission) comply, in all material respects, with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities

Act, to the extent applicable. The statistical, industry-related and market-related data included or incorporated by reference in the

Registration Statement and the Prospectus were obtained or derived from sources which the Company reasonably and in good faith believes

are reliable and accurate, such data agree with the sources from which they are derived, and the Company has obtained the written consent

to the use of such data from such sources to the extent required. To the Company’s knowledge, no person who has been suspended

or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule

5300 promulgated by the Public Company Accounting Oversight Board (“PCAOB”), has participated in or otherwise aided

the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a

part of the Registration Statement and the Prospectus.

(v)

There are no actions, suits, claims, investigations or proceedings pending or, to the Company’s knowledge, threatened to which

the Company or any of the Subsidiaries is or would be a party, or of which any of the respective properties or assets of the Company

and the Subsidiaries is or would be subject, at law or in equity, before any court or arbitral body or by or before any federal, state,

local or foreign governmental or regulatory commission, board, body, authority or agency, that (i) are required to be described in the

Registration Statement or the Prospectus and are not so described, (ii) could reasonably be expected to have a material adverse

effect on the ability of the Company to perform its obligations under this Agreement or on the consummation of any of the transactions

contemplated hereby or (iii) could reasonably be expected to have a Material Adverse Effect. The aggregate of all pending legal or governmental

proceedings to which the Company or any of its Subsidiaries is a party or of which any of their respective properties or assets is the

subject which are not described in the Prospectus, including ordinary routine litigation incidental to the Company’s business,

could not reasonably be expected to (A) result in a Material Adverse Effect or (B) have a material adverse effect on the ability of the

Company to perform its obligations under this Agreement or the consummation of any of the transactions contemplated hereby.

(w)

The Company leases all such real properties as are necessary to the conduct of its operations as presently conducted in all material

respects. The Company does not own any real property.

(x)

Neither the Company nor any Subsidiary is in violation or default of (i) any provision of its certificate or articles of incorporation,

charter, bylaws, articles of association, limited liability company agreement, certificate or agreement of limited or general partnership,

or other similar organizational documents, as the case may be, of such entity, (ii) the terms of any indenture, contract, lease, mortgage,

deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party

or bound or to which its property or assets is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree of any

court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company,

any of its Subsidiaries or any of their respective properties or assets, as applicable, except, in the case of clauses (ii) and (iii)

above, for any such default or violation that would not, individually or in the aggregate, have a Material Adverse Effect.

(y)

MaloneBailey, LLP, whose report on the consolidated financial statements of the Company is filed with the Commission as part of the Company’s

most recent annual report on Form 10-K filed with the Commission and incorporated by reference in the Registration Statement and the

Prospectus, is (i) an independent registered public accounting firm as required by the Securities Act, the Exchange Act and the rules

of the PCAOB, (ii) in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation

S-X under the Securities Act and (iii) a registered public accounting firm as defined by the PCAOB whose registration has not been suspended

or revoked and who has not requested such registration to be withdrawn. MaloneBailey, LLP has not been engaged by the Company to perform

any “prohibited activities” or provided to the Company any “non-audit services” (as defined in Section 10A of

the Exchange Act).

(z)

There are no transfer taxes or other similar fees or charges under federal law, the laws of any state, any foreign law, or any political

subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement or the issuance by the Company

or sale by the Company of the Shares.

(aa)

All United States federal income tax returns of the Company and its Subsidiaries required by law to be filed have been filed or extensions

thereof have been requested, and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except

assessments that are being contested in good faith and as to which adequate reserves have been provided under GAAP. The Company has no

knowledge of any material tax deficiency which has been or is likely to be threatened or asserted against the Company or its Subsidiaries.

Each of the Company and its Subsidiaries has filed all foreign, state, provincial, local or other tax returns that are required to have

been filed pursuant to applicable foreign, state, provincial, local or other law except insofar as the failure to file such returns would

not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, and paid all taxes due pursuant

to such returns or pursuant to any assessment received by the Company and its Subsidiaries, except for such taxes, if any, as are being

contested in good faith and as to which adequate reserves have been provided and except for such taxes or assessments the nonpayment

of which would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The charges, accruals

and reserves on the books of the Company and its Subsidiaries in respect of any income or other tax liability for any years not finally

determined are adequate to meet any assessments or re-assessments for additional tax for any years not finally determined, except to

the extent of any inadequacy that would not reasonably be expected to result in a Material Adverse Effect. All material taxes which the

Company and its Subsidiaries are required by law to withhold or to collect for payment have been duly withheld and collected and have

been paid to the appropriate governmental authority or agency or have been accrued, reserved against and entered on the books of the

Company and its Subsidiaries.

(bb)

No labor dispute with the employees of the Company or any of its Subsidiaries exists or, to the Company’s knowledge, is threatened

or imminent, and the Company is not aware of any existing, threatened or imminent labor disturbance by the employees of any of its or

any of its Subsidiaries’ principal suppliers, manufacturers, contractors or customers, in each case that would have a Material

Adverse Effect. None of the employees of the Company or any of its Subsidiaries is represented by a union and, to the knowledge of the

Company, no union organizing activities are taking place. Neither the Company nor any of its Subsidiaries has violated (or received notice

of any violation of) any federal, state or local law or foreign law relating to the discrimination in hiring, promotion or pay of employees,

nor any applicable wage or hour laws, or the rules and regulations thereunder, or analogous foreign laws and regulations, which would,

individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(cc)

Each of the Company and its Subsidiaries are insured by recognized and reputable institutions with policies in such amounts and with

such deductibles and covering such risks as are generally deemed adequate and customary for their businesses including, but not limited

to, policies covering real and personal property owned or leased by the Company and its Subsidiaries against theft, damage, destruction,

acts of vandalism and earthquakes and policies covering the Company and its Subsidiaries for clinical trial liability claims. The Company

has no reason to believe that it or any of its Subsidiaries will not be able (i) to renew its existing insurance coverage as and when

such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its

business as now conducted and at a cost that could not reasonably be expected to have a Material Adverse Effect. Neither the Company

nor any of its Subsidiaries has been denied any material insurance coverage which it has sought or for which it has applied.

(dd)

The Company and each of its Subsidiaries has good and marketable title in fee simple to all real property owned by them and good and

marketable title to all personal property owned by them that is material to their business (except with respect to intellectual property,

which is addressed exclusively in Section 6(pp) and Section 6(ggg) below), in each case free and clear of all liens, encumbrances and

defects except such as do not materially affect the value of such property and do not interfere in any material respect with the use

made and proposed to be made of such property by the Company or any Subsidiary; and any real property and buildings held under lease

by the Company or any of its Subsidiaries are held by them under valid, subsisting and enforceable leases (subject to the effects of

(A) bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium or other similar laws relating to

or affecting the rights or remedies of creditors generally; (B) the application of general principles of equity (including, without limitation,

concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether enforcement is considered in proceedings

at law or in equity); and (C) applicable law and public policy with respect to rights to indemnity and contribution) with such exceptions

as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company or such

Subsidiary.

(ee)

The Company and its Subsidiaries possess and are operating in compliance with such valid and current material certificates, authorizations

or permits required by United States federal, state or foreign regulatory agencies or bodies to conduct their respective businesses as

currently conducted and as described in the Registration Statement and the Prospectus (collectively, “Permits”). Neither

the Company nor any of its Subsidiaries is in violation of, or in default under, any of the Permits or has received any written notice

of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit,

which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could reasonably be expected to

result in a Material Adverse Effect.

(ff)

The Company and each of its Subsidiaries make and keep accurate books and records and maintain a system of internal accounting controls

sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or

specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity

with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general

or specific authorization; (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate

action is taken with respect to any differences; and (v) the interactive data in XBRL included or incorporated by reference in the Registration

Statement and the Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the

Commission’s rules and guidelines applicable thereto.

(gg)

The Company and each of its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rules 13a-15

and 15d-15 under the Exchange Act), which (i) are designed to ensure that information relating to the Company, including its consolidated

Subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those

entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; (ii) have

been evaluated by management of the Company for effectiveness as of the end of the Company’s most recent fiscal quarter; and (iii)

except as set forth in the Registration Statement or the Prospectus, are effective in all material respects to perform the functions

for which they were established. Since the end of the Company’s most recent audited fiscal year, there has been no material weakness

in the Company’s internal control over financial reporting (whether or not remediated) and no change in the Company’s internal

control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses. The

Company is not aware of any change in its internal control over financial reporting that has occurred during its most recent fiscal quarter

that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

(hh)

Neither the Company, nor any of its Subsidiaries, nor to the knowledge of the Company, any of its or their respective directors, officers

or controlling persons has taken, directly or indirectly, without giving effect to any actions taken by the Agent, (i) any action designed

to or that might constitute or reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation

of the price of any security of the Company to facilitate the sale or resale of the Shares or (ii) any action designed to or that might

constitute or reasonably be expected to cause or result in a violation of Regulation M under the Exchange Act.

(ii)

Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) neither the Company

nor any of its Subsidiaries is in violation of any United States federal, state or local, or any foreign, statute, law, rule, regulation,

ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative

order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation,

ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations

relating to the emissions, discharges, release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances,

hazardous substances, petroleum or petroleum products (collectively, “Hazardous Materials”) or otherwise related to

the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively,

“Environmental Laws”), which violation includes, but is not limited to, noncompliance with any permits or other governmental

authorizations required for the operation of the business of the Company or any of its Subsidiaries under applicable Environmental Laws,

or noncompliance with the terms and conditions thereof, nor has the Company or any of its Subsidiaries received any written communication,

whether from a governmental authority, citizens group, employee or otherwise, that alleges that the Company or any of its Subsidiaries

is in violation of any Environmental Law; (ii) the Company and its Subsidiaries have all material permits, authorizations and approvals

required under any applicable Environmental Laws and are in compliance with their requirements; (iii) there are no pending or, to the

Company’s knowledge, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens,

notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Company or any of its

Subsidiaries, or any investigation with respect to which the Company or any of its Subsidiaries has received written notice or any written

notice by any person or entity alleging potential liability for investigatory costs, cleanup costs, governmental responses costs, natural

resources damages, property damages, personal injuries, attorneys’ fees or penalties arising out of, based on or resulting from

the presence, or release into the environment, of any Hazardous Materials at any location owned, leased or operated by the Company or

any of its Subsidiaries, now or in the past; and (iv) to the Company’s knowledge, there are no past or present actions, activities,

events, conditions, incidents or circumstances that might reasonably be expected to result in a violation of any Environmental Law or

form the basis of an order for clean-up or remediation, or an action, suit, investigation or proceeding by any private party or governmental

body or agency, against or affecting the Company or any of its Subsidiaries relating to Hazardous Materials or any Environmental Laws.

(jj)

The Company and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended,

and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by

the Company, or its “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA. “ERISA

Affiliates” means, with respect to the Company, any member of any group of organizations described in Sections 414(b), (c), (m)

or (o) of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (the “Code”)

of which the Company is a member. No “reportable event” (as defined under ERISA) has occurred or is reasonably expected to

occur with respect to any “employee benefit plan” established or maintained by the Company, or any of its ERISA Affiliates.

No “employee benefit plan” established or maintained by the Company or any of its ERISA Affiliates, if such “employee

benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA). Neither

the Company nor any of its ERISA Affiliates has incurred or reasonably expects to incur any liability under (i) Title IV of ERISA with

respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Sections 412, 4971, 4975 or 4980B of the

Code. Each “employee benefit plan” established or maintained by the Company or any of its ERISA Affiliates that is intended

to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, whether by action or failure to act, which

would cause the loss of such qualification.

(kk)

The Company is in compliance with, and there is and has been no failure on the part of the Company and, to the Company’s knowledge,

any of the Company’s directors or officers, in their capacities as such, to comply in any material respect with, any applicable

provision of the Sarbanes-Oxley Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof

(the “Sarbanes-Oxley Act”) and the rules and regulations promulgated in connection therewith, including Section 402

relating to loans.

(ll)

Neither the Company, any of its Subsidiaries, nor, to the knowledge of the Company, any of their respective directors, officers, agents,

employees or affiliates, has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval

of the unlawful payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any “government

official” (including any officer or employee of a government or government-owned or controlled entity or of a public international

organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party

official or candidate for political office) to influence official action or secure an improper advantage; and the Company, each of its

Subsidiaries and, to the Company’s knowledge, each of their respective affiliates have conducted their businesses in compliance

with applicable anti-corruption laws.

(mm)

None of the Company, any Subsidiary, affiliate, director, officer or employee thereof or, to the best of the Company’s knowledge,

any agent, representative or other person acting on behalf of the Company or any of its Subsidiaries or affiliates, is aware of or has

taken any action, directly or indirectly, that would result in a violation by such persons of any applicable anti-corruption laws, including

the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including,

without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer,

payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the

giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party

or official thereof or any candidate for foreign political office or otherwise took any action (or failed to fully disclose any action)

in contravention of the FCPA; and the Company, its Subsidiaries and each of their respective affiliates have conducted their businesses

in compliance with the FCPA and have instituted and maintain, and will continue to maintain, policies and procedures designed to ensure,

and which are reasonably expected to continue to ensure, continued compliance in all material respects therewith.

(nn)

The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping

and reporting requirements and the money laundering statutes and the rules and regulations thereunder and any related or similar rules,

regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering

Laws”) and no action, suit, investigation or proceeding by or before any court or governmental agency, authority or body or

any arbitrator involving the Company or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the best

of the Company’s knowledge, threatened.

(oo)

Neither the Company nor any of its Subsidiaries, nor any director or officer thereof, nor, to the Company’s knowledge, any employee,

agent, affiliate or representative of the Company or any of its Subsidiaries, is currently or is owned or controlled by an individual

or entity that is subject to any sanctions administered or enforced by the United States government (including, without limitation, the

Office of Foreign Assets Control of the United States Department of the Treasury), the United Nations Security Council, the European

Union, His Majesty’s Treasury or other relevant sanctions authority (collectively, “Sanctions”) or is located,

organized or resident in a country or territory that is the subject or target of Sanctions; and the Company will not directly or indirectly

use the proceeds of the sale of the Shares, or lend, contribute or otherwise make available such proceeds to any Subsidiary, or any joint

venture partner or other person or entity, for the purpose of financing or facilitating the activities of or business of any person or

entity, or in any country or territory, that currently or at the time of such financing or facilitation is the subject of any Sanctions

or in any other manner that will result in a violation by any person or entity (including any person participating in the transactions

contemplated by this Agreement) of any Sanctions. For the past five years, the Company and its Subsidiaries have not knowingly engaged

in and are not now knowingly engaged in any dealings or transactions with any person or entity, or in any country or territory, that

at the time of the dealing or transaction is or was the subject of Sanctions.

(pp)

The Company and its Subsidiaries own or possess the right to use all inventions, patent applications, patents, trademarks, trade names,

service names, domain names, copyrights, trade secrets, know-how and other intellectual property (collectively, “Intellectual

Property”) as are (i) necessary or material for the conduct of their respective businesses as currently conducted or as currently

proposed to be conducted and as described in the Registration Statement and the Prospectus and (ii) necessary or material for the commercialization

of the products described in the Registration Statement and the Prospectus as being under development. There is no pending or, to the

Company’s knowledge, threatened (i) action, suit, proceeding, or claim by others challenging the rights of the Company or any of

its Subsidiaries in or to any such Intellectual Property that, if decided adversely to the Company or such Subsidiary would, individually

or in the aggregate, have a Material Adverse Effect, and the Company is unaware of any facts which would form a reasonable basis for

any such claim; (ii) action, suit, proceeding, or claim by others that the Company or any of its Subsidiaries infringes, misappropriates,

or otherwise violates any Intellectual Property of others that, if decided adversely to the Company or such Subsidiary would, individually

or in the aggregate, have a Material Adverse Effect, and the Company is unaware of any facts which would form a reasonable basis for

any such claim; or (iii) action, suit, proceeding, or claim by others challenging the validity, scope, or enforceability of any such

Intellectual Property owned or licensed by the Company or its Subsidiaries and the Company is unaware of any facts which would form a

reasonable basis for any such claim. To the best of the Company’s knowledge, the operation of the business of the Company and its

Subsidiaries as now conducted, and as described in the Prospectus, and in connection with the development and commercialization of the

products described in the Prospectus does not infringe, misappropriate, conflict with or otherwise violate any claim of any patent or

published patent application of any other person or entity. There is no prior art of which the Company or any of its Subsidiaries is

aware that may render any patent owned or licensed by the Company or its Subsidiaries invalid or any patent application owned or licensed

by the Company or its Subsidiaries unpatentable which has not been disclosed to the applicable government patent office. The Company’s

granted or issued patents, registered trademarks and registered copyrights have been duly maintained and are in full force and effect,

and none of the patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in part. The Company knows

of no infringement, misappropriation or violation by others of any Intellectual Property owned or licensed by the Company or its Subsidiaries

which would reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to or

bound by any options, licenses or agreements with respect to the Intellectual Property of any other person or entity that are required

to be set forth in the Prospectus and that are not described therein in all material respects. The Company and its Subsidiaries have

taken all reasonable steps necessary to secure their interests in the Intellectual Property of the Company and its Subsidiaries from

their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of

the technology or intellectual property used by the Company and its Subsidiaries in its business has been obtained or is being used by

the Company or its Subsidiaries in violation of any contractual obligation binding on the Company or its Subsidiaries, or, to the Company’s

knowledge, any of its officers, directors or employees or otherwise in violation of the rights of any persons. No third party has been

granted by the Company or its Subsidiaries rights to the Intellectual Property of the Company or its Subsidiaries, including any rights

that, if exercised, could enable such party to develop products competitive to those of the Company as described in the Registration

Statement and the Prospectus. All Intellectual Property owned or exclusively licensed by the Company or its Subsidiaries are free and

clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of

business), except those that could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The

Company and its Subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any federal, state, local,

foreign or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any arbitrator,

nor has it entered into or is it a party to any agreement made in settlement of any pending or threatened litigation, which materially

restricts or impairs their use of any Intellectual Property.

(qq)

The Company and each of its Subsidiaries (i) are and have at all times been in full compliance with all laws, statutes, rules, regulations

or guidance applicable to the Company and its Subsidiaries and the ownership, testing, development, manufacture, packaging, processing,

use, distribution, marketing, advertising, labeling, promotion, sale, offer for sale, storage, import, export or disposal of any pharmaceuticals

or biohazardous substances, materials or any other products developed, manufactured or distributed by the Company (including, without

limitation, from the United States Food and Drug Administration (“FDA”), European Medicines Agency (“EMA”)

and any local or other governmental or regulatory authority performing functions similar to those performed by the FDA or EMA) (collectively,

“Applicable Laws”), except as could not, individually or in the aggregate, reasonably be expected to result in a Material

Adverse Effect, (ii) have not received any notice of adverse finding, warning letter, untitled letter or other correspondence or notice

from the FDA or any other federal, state or foreign governmental authority having authority over the Company, any of its Subsidiaries

or their activities alleging or asserting noncompliance with any Applicable Laws or any licenses, certificates, approvals, clearances,

authorizations, permits and supplements or amendments thereto required by any such Applicable Laws (collectively, the “Governmental

Permits”), (iii) have made all filings with, the appropriate local, or other governmental or regulatory agencies or bodies

that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as described

in the Registration Statement and the Prospectus, except where any failures to possess or make the same would not, singularly or in the

aggregate, have a Material Adverse Effect, (iv) possess all material Governmental Permits necessary to conduct their respective

businesses as described in the Registration Statement and the Prospectus, and such Governmental Permits are valid and in full force and

effect and are not in violation of any term of any such Governmental Permits, (v) have filed, obtained, maintained or submitted all material

reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required by any Applicable

Laws or Governmental Permits and that all such reports, documents, forms, notices, applications, records, claims, submissions and supplements

or amendments were complete and correct in all material respects on the date filed (or were corrected or supplemented by a subsequent

submission), and (vi) are not a party to any corporate integrity agreements, monitoring agreements, consent decrees, settlement orders

or similar agreements with or imposed by any governmental authority. All Governmental Permits are valid and in full force and effect,

except where the validity or failure to be in full force and effect would not, singularly or in the aggregate, have a Material Adverse

Effect. Neither the Company nor any Subsidiary has received notification of any revocation, modification, suspension, termination or

invalidation (or proceedings related thereto) of any such Governmental Permit and the Company has no reason to believe that any such

Governmental Permit will not be renewed. Neither the Company, any of its Subsidiaries nor, to the Company’s knowledge, any of their

respective directors, officers, employees or agents has been convicted of any crime under any Applicable Laws or has been the subject

of an FDA debarment proceeding. Neither the Company nor any of its Subsidiaries has been nor is now subject to the FDA’s Application

Integrity Policy. To the Company’s knowledge, neither the Company, any of its Subsidiaries nor any of its directors, officers,

employees or agents has made, or caused the making of, any false statements on, or material omissions from, any other records or documentation

prepared or maintained to comply with the requirements of the FDA or any other governmental authority.

(rr)

There is no legal or governmental proceeding to which the Company or any of its Subsidiaries is a party or of which any property or assets

of the Company or any of its Subsidiaries is the subject, including any proceeding before the FDA, the EMA or any foreign, local, national

or other governmental agency with jurisdiction over the types of products being developed by the Company that is required to be described

in the Registration Statement or the Prospectus and is not described therein, or which, singularly or in the aggregate, if determined

adversely to the Company or any of its Subsidiaries, could reasonably be expected to have a Material Adverse Effect; and no such proceedings

are threatened or contemplated by governmental or regulatory authorities or threatened by others. The Company and its Subsidiaries (i)

have not received notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from

any governmental authority or third party alleging that any product operation or activity is in violation of any Applicable Laws or Governmental

Permits and have no knowledge that any such governmental authority or third party is considering any such claim, litigation, arbitration,

action, suit, investigation or proceeding and (ii) have not received notice that any governmental authority has taken, is taking or intends

to take action to limit, suspend, modify or revoke any Governmental Permits and the Company has no knowledge that any such governmental

authority is considering such action.

(ss)

The research, non-clinical pre-clinical studies and clinical studies and tests conducted or being conducted by or on behalf of the Company

or any of its Subsidiaries or in which any of their respective product candidates have participated and, to the Company’s knowledge,

the preclinical studies and clinical trials directed or sponsored by the Company’s collaborators (collectively, the “Studies”)

that are described in, or the results of which are referred to in, the Registration Statement and the Prospectus were and, if still pending,

are being conducted with reasonable care and in all material respects in accordance with the protocols, procedures and controls pursuant

to all Applicable Laws and Governmental Permits and with standard medical and scientific research procedures; each description of the

results of such Studies is accurate and complete in all material respects and fairly presents the data derived from such Studies, and

the Company and its Subsidiaries have no knowledge of any other research, non-clinical studies or tests the results of which are inconsistent

with, or otherwise call into question, the results described or referred to in the Registration Statement and the Prospectus; the Company

and its Subsidiaries have made all such filings and obtained all such approvals as may be required by the EMA, the FDA or any committee

thereof or from any other United States or foreign government agency with jurisdiction over the types of products being developed by

the Company; neither the Company nor any of its Subsidiaries has received any notice of, or correspondence from, any governmental authority

requiring the termination, suspension or modification of any Study; and the Company and its Subsidiaries have each operated and currently

are in compliance in all material respects with all applicable rules, regulations and policies of all governmental authorities. There

have been no material serious adverse events resulting from any Study. To the Company’s knowledge, the manufacturing facilities

and operations of its suppliers are operated in compliance in all material respects with all Applicable Laws and Governmental Permits.

(tt)

The Company acknowledges and agrees that the Agent has informed the Company that the Agent may, to the extent permitted under the Securities

Act and the Exchange Act, purchase and sell Common Shares for its own account while this Agreement is in effect; provided that

(i) no such purchase or sales shall take place while an Issuance Notice is in effect (except to the extent the Agent may engage in sales

of Shares purchased or deemed purchased from the Company as a “riskless principal” or in a similar capacity) and (ii) the

Company shall not be deemed to have authorized or consented to any such purchases or sales by the Agent, except as may be otherwise agreed

by the Company and the Agent.

(uu)

The Company is not a party to any currently effective agreement with an agent or underwriter for any other “at the market”

or continuous equity transaction.

(vv)

The Company is not required to register as a “broker” or “dealer” in accordance with the provisions of the Exchange

Act and does not, directly or indirectly through one or more intermediaries, control or have any other association with (within the meaning

of Article I of the By-laws of FINRA) any member firm of FINRA. No relationship, direct or indirect, exists between or among the Company,

on the one hand, and the directors, officers or shareholders of the Company, on the other hand, which is required by the rules of FINRA

to be described in the Registration Statement and the Prospectus, which is not so described. All of the information (including, but not

limited to, information regarding affiliations, security ownership and trading activity) provided to the Agent or its counsel by the

Company, its officers and directors and the holders of any securities (debt or equity) or warrants, options or rights to acquire any

securities of the Company in connection with the filing to be made and other supplemental information to be provided to FINRA pursuant

to FINRA Rule 5110 in connection with the transactions contemplated by this Agreement is true, complete and correct.

(ww)

As of the close of trading on the Principal Market on August 20, 2026, the aggregate market value of the outstanding voting and non-voting

common equity (as defined in Rule 405) of the Company held by persons other than affiliates of the Company (pursuant to Rule 144 of the

Securities Act, those that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common

control with, the Company) (the “Non-Affiliate Shares”), was approximately $67,660,332 (calculated by multiplying

(x) the price at which the common equity of the Company was last sold on the Principal Market on August 20, 2026 by (y) the number of

Non-Affiliate Shares outstanding on August 20, 2026). The Company is not a shell company (as defined in Rule 405) and has not been a

shell company for at least 12 calendar months previously.

(xx)

Neither the issuance, sale and delivery of the Shares nor the application of the proceeds thereof by the Company as described in the

Registration Statement and the Prospectus will violate Regulation T, U or X of the Board of Governors of the Federal Reserve System or

any other regulation of such Board of Governors.

(yy)

Each of the independent directors (or independent director nominees, once appointed, if applicable) named in the Registration Statement

and Prospectus satisfies the independence standards established by the Principal Market and, with respect to members of the Company’s

audit committee, the enhanced independence standards contained in Rule 10A-3(b)(1) promulgated by the Commission under the Exchange Act.

(zz)

Neither the Company nor, to the Company’s knowledge, any of its affiliates (within the meaning of Rule 144 under the Securities

Act) has, prior to the date hereof, made any offer or sale of any securities which could be “integrated” (within the meaning

of the Securities Act) with the offer and sale of the Shares hereunder.

(aaa)

Neither the Company nor any of its Subsidiaries has (i) failed to pay any dividend or sinking fund installment on preferred stock or

(ii) defaulted on any installment or payment due on indebtedness for borrowed money or on any rental on one or more long-term leases,

which defaults, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

(bbb)

Each financial or operational projection or other “forward-looking statement” (as defined by Section 27A of the Securities

Act or Section 21E of the Exchange Act) contained in the Registration Statement or the Prospectus (i) was so included by the Company

in good faith and with reasonable basis after due consideration by the Company of the underlying assumptions, estimates and other applicable

facts and circumstances and (ii) as required, is accompanied by meaningful cautionary statements identifying those factors that could

cause actual results to differ materially from those in such forward-looking statement. No such statement was made with the knowledge

of a director or senior manager of the Company that was false or misleading.

(ccc)

There are no relationships, direct or indirect, or related party transactions involving the Company or any of its Subsidiaries or any

other person (including any director, officer, stockholder, customer or supplier of the Company or any of its Subsidiaries) required

to be described in the Registration Statement or the Prospectus that have not been described as required. There are no material outstanding

loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees of indebtedness by the

Company or any of its Subsidiaries to or for the benefit of any of the officers or directors of the Company or any of its Subsidiaries,

or any of the family members of any of such persons.

(ddd)

The Company is not in or subject to a bankruptcy or insolvency proceeding in any jurisdiction.

(eee)

The Company and its Subsidiaries (i) are in compliance, in all material respects, with any and all applicable foreign, federal, state

and local laws, rules, regulations, treaties, statutes and codes promulgated by any and all governmental authorities (including pursuant

to the Occupational Health and Safety Act) relating to the protection of human health and safety in the workplace (“Occupational

Laws”); (ii) have received all material permits, licenses or other approvals required of it under applicable Occupational Laws

to conduct their respective businesses as currently conducted; and (iii) are in compliance, in all material respects, with all terms

and conditions of such permit, license or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending

or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the

Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that

could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedings.

(fff)

No director or officer of the Company or any of its Subsidiaries is subject to any non-competition agreement or non-solicitation agreement

with any employer or prior employer which could materially affect each director’s or officer’s ability to be and act in the

capacity of a director or officer of the Company or a Subsidiary.

(ggg)

The Company has duly and properly filed or caused to be filed with the U.S. Patent and Trademark Office (the “PTO”)

and applicable foreign and international patent and trademark authorities all patents, trademarks, copyrights and applications relating

to the same owned by the Company and its Subsidiaries (the “Company Patent and Trademark Applications”). To the knowledge

of the Company, the Company has complied with the PTO’s duty of candor and disclosure for the Company Patent and Trademark Applications

and has made no material misrepresentation in the Company Patent and Trademark Applications. To the Company’s knowledge, the Company

Patent and Trademark Applications disclose patentable subject matter. The Company has not been notified of any inventorship challenges

nor has any interference been declared or provoked nor is any material fact known by the Company that would preclude the issuance of

patents with respect to the Company Patent and Trademark Applications or would render such patents, if issued, invalid or unenforceable.

Except as would not have a Material Adverse Effect, neither the Company nor any of its Subsidiaries has breached and is currently in

breach of any provision of any license, contract or other agreement governing the use by the Company or its Subsidiaries of Intellectual

Property owned by third parties (collectively, the “Licenses”) and no third party has alleged any such breach and

the Company is unaware of any facts that would form a reasonable basis for such a claim. To the Company’s knowledge, no other party

to the Licenses has breached or is currently in breach of any provision of the Licenses. Each of the Licenses is in full force and effect

and constitutes a valid and binding agreement between the parties thereto, enforceable in accordance with its terms, and there has not

occurred any breach or default under any such Licenses or any event that, with the giving of notice or lapse of time, would constitute

a breach or default thereunder. Except as would not have a Material Adverse Effect, neither the Company nor any of its Subsidiaries has

been and is currently involved in any disputes regarding the Licenses. To the Company’s knowledge, all patents licensed to the

Company pursuant to the Licenses are valid, enforceable and being duly maintained. To the Company’s knowledge, all patent applications

licensed to the Company pursuant to the Licenses are being duly prosecuted.

(hhh)

The Company and its Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software,

websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all

material respects as required in connection with the operation of the business of the Company and its Subsidiaries as currently conducted,

free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, except in each case as

would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries

have implemented and maintained commercially reasonable physical, technical and administrative controls, policies, procedures, and safeguards

to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all

IT Systems and data, including “Personal Data,” used in connection with their respective businesses. “Personal Data”

means (i) a natural person’s name, street address, telephone number, e-mail address, photograph, social security number or tax

identification number, driver’s license number, passport number, credit card number, bank information, or customer or account number;

(ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act,

as amended; (iii) “personal data” as defined by GDPR; (iv) any information which would qualify as “protected health

information” under the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology

for Economic and Clinical Health Act (collectively, “HIPAA”); and (v) any other piece of information that allows the

identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified

person’s health or sexual orientation. To the Company’s knowledge, there have been no material breaches, violations, outages

or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty

to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its Subsidiaries

are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court

or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security

of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation

or modification.

(iii)

The Company and its Subsidiaries are, and at all prior times were, in material compliance with all applicable state and federal data

privacy and security laws and regulations, including without limitation HIPAA, and the Company and its Subsidiaries have taken commercially

reasonable actions to prepare to comply with, and since May 25, 2018, have been and currently are in compliance with, the European Union

General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, the “Privacy Laws”). To

ensure compliance with the Privacy Laws, the Company and its Subsidiaries have in place, comply with, and take appropriate steps reasonably

designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the

collection, storage, use, disclosure, handling, and analysis of Personal Data (the “Policies”). The Company and its

Subsidiaries have at all times made all disclosures to users or customers required by applicable laws and regulatory rules or requirements,

except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, and none of such

disclosures made or contained in any Policy have, to the knowledge of the Company, been inaccurate or in violation of any applicable

laws and regulatory rules or requirements in any material respect. The Company further certifies that neither it nor any Subsidiary:

(i) has received notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy

Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently

conducting or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Law;

or (iii) is a party to any order, decree, or agreement that imposes any obligation or liability under any Privacy Law.

Any

certificate signed by any officer or representative of the Company or any of its Subsidiaries and delivered to the Agent or counsel for

the Agent in connection with an issuance of Shares shall be deemed a representation and warranty by the Company to the Agent as to the

matters covered thereby on the date of such certificate.

The

Company acknowledges that the Agent and, for purposes of the opinions to be delivered pursuant to Section 4(o) hereof, counsel

to the Company and counsel to the Agent, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents

to such reliance.

Section

3. ISSUANCE AND SALE OF COMMON SHARES

(a)

Sale of Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms

and conditions herein set forth, the Company and the Agent agree that the Company may from time to time seek to sell Shares through the

Agent, acting as sales agent, or directly to the Agent, acting as principal, as follows, with an aggregate Sales Price of up to the Maximum

Program Amount, based on and in accordance with Issuance Notices as the Company may deliver, during the Agency Period.

(b)

Mechanics of Issuances.

(i)

Issuance Notice. Upon the terms and subject to the conditions set forth herein, on any Trading Day during the Agency Period on

which the conditions set forth in Section 5(a) and Section 5(b) shall have been satisfied, the Company may exercise its

right to request an issuance of Shares by delivering to the Agent an Issuance Notice; provided, however, that (A) in no event

may the Company deliver an Issuance Notice to the extent that (I) the sum of (x) the aggregate Sales Price of the requested Issuance

Amount, plus (y) the aggregate Sales Price of all Shares issued under all previous Issuance Notices effected pursuant to this Agreement,

would exceed the Maximum Program Amount; and (B) prior to delivery of any Issuance Notice, the period set forth for any previous Issuance

Notice shall have expired or been terminated. An Issuance Notice shall be considered delivered on the Trading Day that it is received

by email to the persons set forth in Schedule A hereto and confirmed by the Company by telephone (including a voicemail message to the

persons so identified), with the understanding that, with adequate prior written notice, the Agent may modify the list of such persons

from time to time.

(ii)

Agent Efforts. Upon the terms and subject to the conditions set forth in this Agreement, upon the receipt of an Issuance Notice,

the Agent will use its commercially reasonable efforts consistent with its normal sales and trading practices to place the Shares with

respect to which the Agent has agreed to act as sales agent, subject to, and in accordance with the information specified in, the Issuance

Notice, unless the sale of the Shares described therein has been suspended, cancelled or otherwise terminated in accordance with the

terms of this Agreement. For the avoidance of doubt, the parties to this Agreement may modify an Issuance Notice at any time provided

they both agree in writing to any such modification.

(iii)

Method of Offer and Sale. The Shares may be offered and sold (A) in privately negotiated transactions with the consent of the

Company; (B) as block transactions; or (C) by any other method permitted by law deemed to be an “at the market offering”

as defined in Rule 415(a)(4) under the Securities Act, including sales made directly on the Principal Market or sales made into any other

existing trading market of the Common Shares. Nothing in this Agreement shall be deemed to require either party to agree to the method

of offer and sale specified in the preceding sentence, and (except as specified in clauses (A) and (B) above) the method of placement

of any Shares by the Agent shall be at the Agent’s discretion.

(iv)

Confirmation to the Company. If acting as sales agent hereunder, the Agent will provide written confirmation to the Company no

later than the opening of the Trading Day next following the Trading Day on which it has placed Shares hereunder setting forth the number

of such Shares sold on such Trading Day, the corresponding Sales Price and the Issuance Price payable to the Company in respect thereof.

(v)

Settlement. Each issuance of Shares will be settled on the applicable Settlement Date for such issuance of Shares and, subject

to the provisions of Section 5, on or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically

transfer the Shares being sold by crediting the Agent or its designee’s account at The Depository Trust Company through its Deposit/Withdrawal

At Custodian (DWAC) System, or by such other means of delivery as may be mutually agreed upon by the parties hereto and, upon receipt

of such Shares, which in all cases shall be freely tradable, transferable, registered shares in good deliverable form, the Agent will

deliver, by wire transfer of immediately available funds, the related Issuance Price in same day funds delivered to an account designated

by the Company prior to the Settlement Date. The Company may sell Shares to the Agent as principal at a price agreed upon at each relevant

time Shares are sold pursuant to this Agreement (each, a “Time of Sale”).

(vi)

Suspension or Termination of Sales. Consistent with standard market settlement practices, the Company or the Agent may, upon notice

to the other party hereto in writing (including by email) or by telephone (confirmed promptly by verifiable email), suspend any sale

of Shares, and the period set forth in an Issuance Notice shall immediately terminate; provided, however, that (A) such suspension

and termination shall not affect or impair either party’s obligations with respect to any Shares placed or sold hereunder prior

to the receipt of such notice; (B) if the Company suspends or terminates any sale of Shares after the Agent confirms such sale to the

Company, the Company shall still be obligated to comply with Section 3(b)(v) with respect to such Shares; and (C) if the Company

defaults in its obligation to deliver Shares on a Settlement Date, the Company agrees that it will hold the Agent harmless against any

loss, claim, damage or expense (including, without limitation, penalties, interest and reasonable and documented legal fees and expenses),

as incurred, arising out of or in connection with such default by the Company (provided, however, that such default was not caused by

any failure by the Agent to fulfill its obligations hereunder). The parties hereto acknowledge and agree that, in performing its obligations

under this Agreement, the Agent may borrow Common Shares from stock lenders in the event that the Company has not delivered Shares to

settle sales as required by subsection (v) above, and may use the Shares to settle or close out such borrowings. The Company agrees that

no such notice shall be effective against the Agent unless it is made to the persons identified in writing by the Agent pursuant to Section

3(b)(i).

(vii)

No Guarantee of Placement, Etc. The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be

successful in placing Shares; (B) the Agent will incur no liability or obligation to the Company or any other Person if it does not sell

Shares; and (C) the Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement, except

as otherwise specifically agreed by the Agent and the Company.

(viii)

Material Non-Public Information. Notwithstanding any other provision of this Agreement, the Company and the Agent agree that the

Company shall not deliver any Issuance Notice to the Agent, and the Agent shall not be obligated to place any Shares, during any period

in which the Company is in possession of material non-public information.

(c)

Fees. As compensation for services rendered, the Company shall pay to the Agent, on the applicable Settlement Date, the Selling

Commission for the applicable Issuance Amount (including with respect to any suspended or terminated sale pursuant to Section 3(b)(vi))

by the Agent deducting the Selling Commission from the applicable Issuance Amount.

(d)

Expenses. The Company agrees to pay all reasonable and documented costs, fees and expenses incurred 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 and delivery of the Shares (including all printing and engraving costs); (ii) all fees and expenses of

the registrar and transfer agent of the Shares; (iii) all necessary issue, transfer and other stamp taxes in connection with the

issuance and sale of the Shares; (iv) all fees and expenses of the Company’s counsel, independent public or certified public

accountants and other advisors; (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping

and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts),

the Prospectus, any Free Writing Prospectus (as defined below) prepared by or on behalf of, used by, or referred to by the Company, and

all amendments and supplements thereto, and this Agreement; (vi) all filing fees, attorneys’ fees and expenses incurred by

the Company or the Agent in connection with qualifying or registering (or obtaining exemptions from the qualification or registration

of) all or any part of the Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of

Canada, and, if requested by the Agent, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian

wrapper,” and any supplements thereto, advising the Agent of such qualifications, registrations, determinations and exemptions;

(vii) the reasonable and documented fees and disbursements of the Agent’s counsel, including the reasonable fees and expenses

of counsel for the Agent in connection with, FINRA review, if any, and approval of the Agent’s participation in the offering and

distribution of the Shares; (viii) the filing fees incident to FINRA review, if any; (ix) the costs and expenses of the Company

relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the

Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses

associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the

road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers

of the Company and of the Agent and any such consultants, and the cost of any aircraft chartered in connection with the road show; and

(x) the fees and expenses associated with listing the Shares on the Principal Market. The fees and disbursements of Agent’s

counsel pursuant to subsections (vi) and (vii) above shall not exceed (A) $100,000 in connection with the execution of this Agreement,

(B) $25,000 in connection with each Triggering Event Date (as defined below) involving the filing of an annual report on Form 10-K on

which the Company is required to provide a certificate pursuant to Section 4(o) and (C) $15,000 in connection with each other

Triggering Event Date (as defined below) on which the Company is required to provide a certificate pursuant to Section 4(o).

Section

4. ADDITIONAL COVENANTS

The

Company covenants and agrees with the Agent as follows, in addition to any other covenants and agreements made elsewhere in this Agreement:

(a)

Exchange Act Compliance. During the Agency Period, the Company shall (i) file, on a timely basis, with the Commission all reports

and documents required to be filed under Section 13, 14 or 15 of the Exchange Act in the manner and within the time periods required

by the Exchange Act; and (ii) either (A) include in its quarterly reports on Form 10-Q and its annual reports on Form 10-K, a summary

detailing, for the relevant reporting period, (1) the number of Shares sold through the Agent pursuant to this Agreement and (2) the

net proceeds received by the Company from such sales or (B) prepare a prospectus supplement containing, or include in such other filing

permitted by the Securities Act or Exchange Act (each an “Interim Prospectus Supplement”), such summary information

and, at least once a quarter and subject to this Section 4, file such Interim Prospectus Supplement pursuant to Rule 424(b) under the

Securities Act (and within the time periods required by Rule 424(b) and Rule 430B under the Securities Act). The Company’s compliance

with the reporting requirements of the Exchange Act applicable to the Company shall be deemed to satisfy this Section 4(a).

(b)

Securities Act Compliance. After the date of this Agreement, the Company shall promptly advise the Agent in writing (i) of the

receipt of any comments of, or requests for additional or supplemental information from, the Commission relating to the transactions

contemplated hereby; (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement, any Rule

462(b) Registration Statement or any amendment or supplement to the Prospectus or any Free Writing Prospectus; (iii) of the time and

date that any post-effective amendment to the Registration Statement or any Rule 462(b) Registration Statement becomes effective; and

(iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective

amendment thereto, any Rule 462(b) Registration Statement or any amendment or supplement to the Prospectus or of any order preventing

or suspending the use of any Free Writing Prospectus or the Prospectus, or of any proceedings to remove, suspend or terminate from listing

or quotation the Common Shares from any securities exchange upon which they are listed for trading or included or designated for quotation,

or of the threatening or initiation of any proceedings for any of such purposes. If the Commission shall enter any such stop order at

any time, the Company will use its commercially reasonable efforts to obtain the lifting of such order as soon as practicable. Additionally,

the Company agrees that it shall comply with the provisions of Rule 424(b) and Rule 433, as applicable, under the Securities Act and

will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) or Rule 433 were received in a

timely manner by the Commission.

(c)

Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as

a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of

a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances

when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of the Agent or counsel for the Agent it is otherwise

necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject

to Sections 4(d) and 4(f)) to promptly prepare, file with the Commission and furnish at its own expense to the Agent, amendments

or supplements to the Prospectus (including by filing a document incorporated by reference therein) so that the statements in the Prospectus

as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order

to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, be misleading or so

that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the Agent’s

consent to, or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under

Sections 4(d) and 4(f). The Company shall not be required to file such amendment or supplement if there is no pending Issuance Notice

and the Company believes that it is in its best interest not to file such amendment or supplement.

(d)

Agent’s Review of Proposed Amendments and Supplements. Prior to amending or supplementing the Registration Statement (including

any registration statement filed under Rule 462(b) under the Securities Act) or the Prospectus (excluding any amendment or supplement

through incorporation of any report filed under the Exchange Act), the Company shall furnish to the Agent for review, a reasonable amount

of time prior to the proposed time of filing or use thereof, a copy of each such proposed amendment or supplement, and the Company shall

not file or use any such proposed amendment or supplement without the Agent’s prior consent (not to be unreasonably withheld or

delayed), and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus

required to be filed pursuant to such Rule; provided that the determination to file or not to file any amendment or supplement with the

Commission shall be based on the Company’s reasonable opinion and made exclusively by the Company.

(e)

Use of Free Writing Prospectus. Neither the Company nor the Agent has prepared, used, referred to or distributed, or will prepare,

use, refer to or distribute, without the other party’s prior written consent, any “written communication” that constitutes

a “free writing prospectus” as such terms are defined in Rule 405 under the Securities Act with respect to the offering contemplated

by this Agreement (any such free writing prospectus being referred to herein as a “Free Writing Prospectus”).

(f)

Free Writing Prospectuses. The Company shall furnish to the Agent for review, a reasonable amount of time prior to the proposed

time of filing or use thereof, a copy of each proposed Free Writing Prospectus or any amendment or supplement thereto to be prepared

by or on behalf of, used by, or referred to by the Company and the Company shall not file, use or refer to any proposed Free Writing

Prospectus or any amendment or supplement thereto without the Agent’s consent (not to be unreasonably withheld or delayed). The

Company shall furnish to the Agent, without charge, as many copies of any Free Writing Prospectus prepared by or on behalf of, or used

by the Company, as the Agent may reasonably request. If at any time when a prospectus is required by the Securities Act (including, without

limitation, pursuant to Rule 173(d)) to be delivered in connection with sales of the Shares (but in any event if at any time through

and including the date of this Agreement) there occurred or occurs an event or development as a result of which any Free Writing Prospectus

prepared by or on behalf of, used by, or referred to by the Company conflicted or would conflict with the information contained in the

Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material

fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading,

the Company shall promptly amend or supplement such Free Writing Prospectus to eliminate or correct such conflict or so that the statements

in such Free Writing Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state

a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at such subsequent time,

not misleading, as the case may be; provided, however, that prior to amending or supplementing any such Free Writing Prospectus,

the Company shall furnish to the Agent for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a

copy of such proposed amended or supplemented free writing prospectus and the Company shall not file, use or refer to any such amended

or supplemented Free Writing Prospectus without the Agent’s consent (not to be unreasonably withheld or delayed).

(g)

Filing of Agent Free Writing Prospectuses. The Company shall not take any action that would result in the Agent or the Company

being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a Free Writing Prospectus prepared by or

on behalf of the Agent that the Agent otherwise would not have been required to file thereunder.

(h)

Copies of Registration Statement and Prospectus. After the date of this Agreement through the last time that a prospectus is required

by the Securities Act (including, without limitation, pursuant to Rule 173(d)) to be delivered in connection with sales of the Shares,

the Company agrees to furnish the Agent with copies (which may be electronic copies) of the Registration Statement and each amendment

thereto, and with copies of the Prospectus and each amendment or supplement thereto in the form in which it is filed with the Commission

pursuant to the Securities Act or Rule 424(b) under the Securities Act, both in such quantities as the Agent may reasonably request

from time to time; and, if the delivery of a prospectus is required under the Securities Act or under the blue sky or securities laws

of any jurisdiction at any time on or prior to the applicable Settlement Date for any period set forth in an Issuance Notice in connection

with the offering or sale of the Shares and if at such time any event has occurred as a result of which the Prospectus as then amended

or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the

statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or,

if for any other reason it is necessary during such same period to amend or supplement the Prospectus or to file under the Exchange Act

any document incorporated by reference in the Prospectus in order to comply with the Securities Act or the Exchange Act, to notify the

Agent and to request that the Agent suspend offers to sell Shares (and, if so notified, the Agent shall cease such offers as soon as

practicable); and if the Company decides to amend or supplement the Registration Statement or the Prospectus as then amended or supplemented,

to advise the Agent promptly by telephone (with confirmation in writing) and to prepare and cause to be filed promptly with the Commission

an amendment or supplement to the Registration Statement or the Prospectus as then amended or supplemented that will correct such statement

or omission or effect such compliance including by filing a document incorporated by reference therein; provided, however, that if during

such same period the Agent is required to deliver a prospectus in respect of transactions in the Shares, the Company shall promptly prepare

and file with the Commission such an amendment or supplement.

(i)

Blue Sky Compliance. The Company shall cooperate with the Agent and counsel for the Agent to qualify or register the Shares for

sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws

of those jurisdictions designated by the Agent, shall comply with such laws and shall continue such qualifications, registrations and

exemptions in effect so long as required for the distribution of the Shares. The Company shall not be required to qualify as a foreign

corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently

qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Agent promptly of the suspension

of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction

or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification,

registration or exemption, the Company shall use its commercially reasonable efforts to obtain the withdrawal thereof as soon as practicable.

(j)

Earnings Statement. As soon as practicable, the Company will make generally available to its security holders and to the Agent

an earnings statement (which need not be audited) covering a period of at least twelve months beginning with the first fiscal quarter

of the Company occurring after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and

Rule 158 under the Securities Act. The Company’s compliance with the reporting requirements of the Exchange Act applicable to the

Company shall be deemed to satisfy this Section 4(j).

(k)

Listing; Reservation of Shares. (i) The Company will maintain the listing of the Shares on the Principal Market; and (ii) the

Company will reserve and keep available at all times, free of preemptive rights, Shares for the purpose of enabling the Company to satisfy

its obligations under this Agreement.

(l)

Transfer Agent. The Company shall engage and maintain, at its expense, a registrar and transfer agent for the Shares.

(m)

Due Diligence. During the term of this Agreement, the Company will reasonably cooperate with any reasonable due diligence review

conducted by the Agent in connection with the transactions contemplated hereby, including, without limitation, providing information

and making available documents and senior corporate officers, during normal business hours and at the Company’s principal offices,

as the Agent may reasonably request from time to time.

(n)

Representations and Warranties. The Company acknowledges that each delivery of an Issuance Notice and each delivery of Shares

on a Settlement Date shall be deemed to be (i) an affirmation to the Agent that the representations and warranties of the Company contained

in or made pursuant to this Agreement are true and correct as of the date of such Issuance Notice or of such Settlement Date, as the

case may be, as though made at and as of each such date, except as may be disclosed in the Prospectus (including any documents incorporated

by reference therein and any supplements thereto); and (ii) an undertaking that the Company will advise the Agent if any of such

representations and warranties will not be true and correct as of the Settlement Date for the Shares relating to such Issuance Notice,

as though made at and as of each such date (except that such representations and warranties shall be deemed to relate to the Registration

Statement and the Prospectus as amended and supplemented relating to such Shares).

(o)

Deliverables at Triggering Event Dates; Certificates. The Company agrees that on or prior to the date of the first Issuance Notice

and, during the term of this Agreement after the date of the first Issuance Notice, upon:

(A)

the filing of the Prospectus or the amendment or supplement of any Registration Statement or Prospectus (other than a prospectus supplement

relating solely to an offering of securities other than the Shares or a prospectus filed pursuant to Section 4(a)(ii)(B)), by means of

a post-effective amendment, sticker or supplement, but not by means of incorporation of documents by reference into the Registration

Statement or Prospectus;

(B)

the filing with the Commission of an annual report on Form 10-K or a quarterly report on Form 10-Q (including any Form 10-K/A or Form

10-Q/A containing amended financial information or a material amendment to the previously filed annual report on Form 10-K or quarterly

report on Form 10-Q), in each case, of the Company; or

(C)

the filing with the Commission of a current report on Form 8-K of the Company containing amended financial information (other than information

“furnished” pursuant to Item 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating

to reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No.

144) that is material to the offering of securities of the Company in the Agent’s reasonable discretion;

(any

such event, a “Triggering Event Date”), the Company shall furnish the Agent (but in the case of clause (C) above only

if the Agent reasonably determines that the information contained in such current report on Form 8-K of the Company is material) with

a certificate as of the Triggering Event Date, in the form and substance satisfactory to the Agent and its counsel, substantially similar

to the form previously provided to the Agent and its counsel, modified, as necessary, to relate to the Registration Statement and the

Prospectus as amended or supplemented, (A) confirming that the representations and warranties of the Company contained in this Agreement

are true and correct, (B) confirming that the Company has performed all of its obligations hereunder to be performed on or prior to the

date of such certificate and as to the matters set forth in Section 5(a)(iii) hereof, and (C) containing any other certification

that the Agent shall reasonably request. The requirement to provide a certificate under this Section 4(o) shall be waived for

any Triggering Event Date occurring at a time when no Issuance Notice is pending or a suspension is in effect, which waiver shall continue

until the earlier to occur of the date the Company delivers an Issuance Notice with instructions for the sale of Shares hereunder (which

for such calendar quarter shall be considered a Triggering Event Date) and the next occurring Triggering Event Date. Notwithstanding

the foregoing, if the Company subsequently decides to sell Shares following a Triggering Event Date when a suspension was in effect and

did not provide the Agent with a certificate under this Section 4(o), then before the Company delivers the Issuance Notice with instructions

for the sale of Shares or the Agent sells any Shares pursuant to such instructions, the Company shall provide the Agent with a certificate

in conformity with this Section 4(o) dated on or prior to the date that the Issuance Notice with instructions for the sale of Shares

is issued.

(p)

Legal Opinions. On or prior to the date of the first Issuance Notice and on or prior to each Triggering Event Date with respect

to which the Company is obligated to deliver a certificate pursuant to Section 4(o) for which no waiver is applicable and excluding the

date of this Agreement, the Company shall cause to be furnished (i) a negative assurances letter and a written legal opinion of Olshan

Frome Wolosky LLP (“Company Counsel”), counsel to the Company, and (ii) a written legal opinion of Pearl Cohen Zedek

Latzer Baratz LLP, intellectual property counsel to the Company (“Intellectual Property Counsel”), each dated the

date of delivery, in form and substance reasonably satisfactory to the Agent and its counsel, substantially similar to the form previously

provided to the Agent and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended

or supplemented. In lieu of such opinions for subsequent periodic filings, in the discretion of the Agent, the Company may furnish a

reliance letter from such counsel to the Agent, permitting the Agent to rely on a previously delivered opinion letter, modified as appropriate

for any passage of time or Triggering Event Date (except that statements in such prior opinion shall be deemed to relate to the Registration

Statement and the Prospectus as amended or supplemented as of such Triggering Event Date).

(q)

Comfort Letter. On or prior to the date of the first Issuance Notice and on or prior to each Triggering Event Date with respect

to which the Company is obligated to deliver a certificate pursuant to Section 4(o) for which no waiver is applicable and excluding the

date of this Agreement, the Company shall cause MaloneBailey LLP, the independent registered public accounting firm who has audited the

financial statements included or incorporated by reference in the Registration Statement, to furnish the Agent a comfort letter, dated

the date of delivery, in form and substance reasonably satisfactory to the Agent and its counsel, substantially similar to the form previously

provided to the Agent and its counsel; provided, however, that any such comfort letter will only be required on the Triggering Event

Date specified to the extent that it contains financial statements filed with the Commission under the Exchange Act and incorporated

or deemed to be incorporated by reference into a Prospectus. At any time when an Issuance Notice is outstanding, if requested by the

Agent, the Company shall also cause a comfort letter to be furnished to the Agent within three Trading Days of the occurrence of any

material transaction or event requiring the filing of a current report on Form 8-K containing material amended financial information

of the Company, including the restatement of the Company’s financial statements. The Company shall be required to furnish no more

than one comfort letter hereunder per calendar quarter.

(r)

Secretary’s Certificate. On or prior to the date of the first Issuance Notice and on or prior to each Triggering Event Date

with respect to which the Company is obligated to deliver a certificate pursuant to Section 4(o) for which no waiver is applicable,

the Company shall furnish the Agent a certificate executed by the Secretary of the Company, signing in such capacity, dated the date

of delivery (i) certifying that attached thereto are true and complete copies of the resolutions duly adopted by the Board of Directors

of the Company authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby

(including, without limitation, the issuance of the Shares pursuant to this Agreement), which authorization shall be in full force and

effect on and as of the date of such certificate, (ii) certifying and attesting to the office, incumbency, due authority and specimen

signatures of each Person who executed this Agreement for or on behalf of the Company, and (iii) containing any other certification that

the Agent shall reasonably request.

(s)

Agent’s Own Account; Clients’ Account. The Company consents to the Agent trading, in compliance with applicable law,

in the Common Shares for the Agent’s own account and for the account of its clients at the same time as sales of the Shares occur

pursuant to this Agreement.

(t)

Investment Limitation. The Company shall not invest, or otherwise use the proceeds received by the Company from its sale of the

Shares in such a manner as would require the Company or any of its Subsidiaries to register as an investment company under the Investment

Company Act.

(u)

Market Activities. The Company will not take, directly or indirectly, any action designed to or that would be reasonably expected

to cause or result in stabilization or manipulation of the price of the Shares or any other reference security, whether to facilitate

the sale or resale of the Shares or otherwise, and the Company will, and shall use its commercially reasonable efforts to cause each

of its Affiliates to, comply with all applicable provisions of Regulation M. If the limitations of Rule 102 of Regulation M (“Rule

102”) do not apply with respect to the Shares or any other reference security pursuant to any exception set forth in Section

(d) of Rule 102, then promptly upon notice from the Agent (or, if later, at the time stated in the notice), the Company will, and shall

use its commercially reasonable efforts to cause each of its Affiliates to, comply with Rule 102 as though such exception were not available

but the other provisions of Rule 102 (as interpreted by the Commission) did apply. The Company shall promptly notify the Agent if it

no longer meets the requirements set forth in Section (d) of Rule 102.

(v)

Notice of Other Sale. Without the written consent of the Agent (not to be unreasonably withheld or delayed), the Company will

not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares

or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or

acquire Common Shares, during the period beginning on the third (3rd) Trading Day immediately prior to the date on which any

Issuance Notice is delivered to the Agent hereunder and ending on the third (3rd) Trading Day immediately following the Settlement

Date with respect to Shares sold pursuant to such Issuance Notice; and will not directly or indirectly enter into any other “at

the market” or continuous equity transaction to offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose

of any Common Shares (other than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common

Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; provided, however, that

such restrictions will not be required in connection with the Company’s (i) offer, issuance or sale of Common Shares, options to

purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards, or the vesting or settlement of

any of the foregoing, pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan,

long-term incentive plan, dividend reinvestment plan, inducement award under the rules of the Principal Market or other compensation

plan of the Company or its Subsidiaries, whether in effect on the date of this Agreement or adopted thereafter, (ii) offer, issuance

or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options

or other equity awards or rights in effect or outstanding at the date of this Agreement or issued thereafter in compliance with this

Agreement, (iii) modification of any outstanding options, warrants or any rights to purchase or acquire Common Shares, and (iv) any issuance

of Common Shares in connection with a strategic acquisition, merger, joint venture or other business combination, provided that the aggregate

number of Common Shares issued under this subsection (iv) pursuant to any such arrangement shall not exceed five percent (5%) of the

number of Common Shares outstanding immediately prior to giving effect to such issuance.

Section

5. CONDITIONS TO DELIVERY OF ISSUANCE NOTICES AND TO SETTLEMENT

(a)

Conditions Precedent to the Right of the Company to Deliver an Issuance Notice and the Obligation of the Agent to Sell Shares.

The right of the Company to deliver an Issuance Notice hereunder is subject to the satisfaction, on the date of delivery of such Issuance

Notice, and the obligation of the Agent to use its commercially reasonable efforts to place Shares during the applicable period set forth

in the Issuance Notice is subject to the satisfaction, on each Trading Day during the applicable period set forth in the Issuance Notice,

of each of the following conditions:

(i)

Accuracy

of the Company’s Representations and Warranties; Performance by the Company. The Company shall have delivered the certificate

required to be delivered pursuant to Section 4(o) on or before the date on which delivery of such certificate is required

pursuant to Section 4(o). The Company shall have performed, satisfied and complied with all covenants, agreements and conditions

required by this Agreement to be performed, satisfied or complied with by the Company at or prior to such date, including, but not

limited to, the covenants contained in Section 4(m), Section 4(q) and Section 4(r).

(ii)

Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated

or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority

over the matters contemplated hereby that prohibits or directly and materially adversely affects any of the transactions contemplated

by this Agreement, and no proceeding shall have been commenced that may have the effect of prohibiting or materially adversely affecting

any of the transactions contemplated by this Agreement.

(iii)

Material

Adverse Effect. Except as disclosed in the Prospectus and the Time of Sale Information, (a) in the reasonable judgment of the

Agent there shall not have occurred any Material Adverse Effect; and (b) there shall not have occurred any downgrading, nor shall

any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate

the direction of the possible change, in the rating accorded any securities of the Company or any of its Subsidiaries by any “nationally

recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.

(iv)

Suspension of Trading in or Delisting of Common Shares; Other Events. The trading of the Common Shares (including without limitation

the Shares) shall not have been suspended by the Commission, the Principal Market or FINRA and the Common Shares (including without

limitation the Shares) shall have been approved for listing or quotation on and shall not have been delisted from the Nasdaq Stock

Market, the New York Stock Exchange or any of their constituent markets. There shall not have occurred (and be continuing in the

case of occurrences under clauses (i) and (ii) below) any of the following: (i) trading or quotation in any of the

Company’s securities shall have been suspended or limited by the Commission or by the Principal Market or trading in securities

generally on the Principal Market either shall have been suspended or limited, or minimum or maximum prices shall have been generally

established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared

by any federal or New York authorities; or (iii) there shall have occurred any outbreak or escalation of national or international

hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial

change or development involving a prospective substantial change in United States’ or international political, financial or

economic conditions, as in the reasonable judgment of the Agent is material and adverse and makes it impracticable to market the

Shares in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities.

(b)

Documents Required to be Delivered on each Issuance Notice Date. The Agent’s obligation to use its commercially reasonable

efforts to place Shares hereunder shall additionally be conditioned upon the delivery to the Agent on or before the Issuance Notice Date

of a certificate in form and substance reasonably satisfactory to the Agent, executed by the Chief Executive Officer, President or Chief

Financial Officer of the Company, to the effect that all conditions to the delivery of such Issuance Notice shall have been satisfied

as at the date of such certificate (which certificate shall not be required if the foregoing representations shall be set forth in the

Issuance Notice).

(c)

No Misstatement or Material Omission. The Agent shall not have advised the Company in writing that the Registration Statement,

the Prospectus or the Time of Sale Information, or any amendment or supplement thereto, contains an untrue statement of fact that in

the Agent’s reasonable opinion is material, or omits to state a fact that in the Agent’s reasonable opinion is material and

is required to be stated therein or is necessary to make the statements therein not misleading.

(d)

Agent Counsel Legal Opinion. The Agent shall have received from Duane Morris LLP, counsel for Agent, a negative assurances letter

and such opinion or opinions, on or before the date on which the delivery of the Company Counsel and Intellectual Property Counsel legal

opinions are required to be delivered pursuant to Section 4(p), with respect to such matters as the Agent may reasonably require, and

the Company shall have furnished to such counsel such documents as they request for enabling them to pass upon such matters.

Section

6. INDEMNIFICATION AND CONTRIBUTION

(a)

Indemnification of the Agent. The Company agrees to indemnify and hold harmless the Agent, its officers and employees, and each

person, if any, who controls the Agent within the meaning of the Securities Act or the Exchange Act against any loss, claim, damage,

liability or expense, as incurred, to which the Agent or such officer, employee or controlling person may become subject, under the Securities

Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where

Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation), insofar as such loss, claim,

damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue

statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including

any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, or the omission or alleged omission

therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any

untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred

to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement

thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the

light of the circumstances under which they were made, not misleading, and to reimburse the Agent and each such officer, employee and

controlling person for any and all expenses (including the reasonable and documented fees and disbursements of counsel chosen by the

Agent) as such expenses are documented and reasonably incurred by the Agent or such officer, employee or controlling person in connection

with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided,

however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only

to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in

reliance upon and in conformity with written information furnished to the Company by the Agent expressly for use in the Registration

Statement, any such Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed

that the only such information furnished by the Agent to the Company consists of the information described in subsection (b) below. The

indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise have.

(b)

Indemnification of the Company, its Directors and Officers. The Agent agrees to indemnify and hold harmless the Company, each

of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within

the meaning of the Securities Act or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which the

Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, other federal

or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at

common law or otherwise (including in settlement of any litigation), insofar as such loss, claim, damage, liability or expense (or actions

in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material

fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant

to Rule 430B under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein

or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact

contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d)

of the Securities Act or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a

material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

but, for each of (i) and (ii) above, only to the extent arising out of or based upon any untrue statement or alleged untrue statement

or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Agent

expressly for use in the Registration Statement, any such Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto),

it being understood and agreed that the only such information furnished by the Agent to the Company consists of the information set forth

in the first sentence of the ninth paragraph under the caption “Plan of Distribution” in the Prospectus (the “Agent’s

Information”), and to reimburse the Company and each such director, officer and controlling person for any and all documented

expenses (including the reasonable and documented fees and disbursements of counsel chosen by the Company) as such expenses are reasonably

incurred by the Company or such officer, director or controlling person in connection with investigating, defending, settling, compromising

or paying any such loss, claim, damage, liability, expense or action. The indemnity agreement set forth in this Section 6(b) shall

be in addition to any liabilities that the Agent or the Company may otherwise have.

(c)

Notifications and Other Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 6

of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying

party under this Section 6, notify the indemnifying party in writing of the commencement thereof, but the omission so to notify

the indemnifying party will not relieve it from any liability which it may have to any indemnified party for contribution or otherwise

than under the indemnity agreement contained in this Section 6 or to the extent it is not prejudiced as a proximate result of

such failure. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity

from an indemnifying party, the indemnifying party will be entitled to participate in, and, to the extent that it shall elect, jointly

with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving

the aforesaid notice from such indemnified party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified

party; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party and the

indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified

party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties

which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the

right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of

such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of such indemnifying

party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party

will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such

indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in

accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be liable

for the fees and expenses of more than one separate counsel (together with local counsel), representing the indemnified parties who are

parties to such action), which counsel (together with any local counsel) for the indemnified parties shall be selected by the indemnified

party (in the case of counsel for the indemnified parties referred to in Section 6(a) and Section 6(b) above), (ii) the

indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party

within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized in writing the employment

of counsel for the indemnified party at the expense of the indemnifying party, in each of which cases the fees and expenses of counsel

shall be at the expense of the indemnifying party and shall be paid as they are incurred.

(d)

Settlements. The indemnifying party under this Section 6 shall not be liable for any settlement of any proceeding effected

without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party

agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment.

Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the

indemnified party for fees and expenses of counsel as contemplated by Section 6(c) hereof, the indemnifying party agrees that

it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into

more than thirty (30) days after receipt by such indemnifying party of the aforesaid request; and (ii) such indemnifying party

shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying

party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of

judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party

and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes

an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding.

(e)

Contribution. If the indemnification provided for in this Section 6 is for any reason held to be unavailable to or otherwise

insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses referred to therein,

then each indemnifying party shall contribute to the aggregate amount paid or payable by such indemnified party, as incurred, as a result

of any losses, claims, damages, liabilities or expenses referred to therein (i) in such proportion as is appropriate to reflect

the relative benefits received by the Company, on the one hand, and the Agent, on the other hand, from the offering of the Shares pursuant

to this Agreement; or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion

as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company,

on the one hand, and the Agent, on the other hand, in connection with the statements or omissions which resulted in such losses, claims,

damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company,

on the one hand, and the Agent, on the other hand, in connection with the offering of the Shares pursuant to this Agreement shall be

deemed to be in the same respective proportions as the total gross proceeds from the offering of the Shares (before deducting expenses)

received by the Company bear to the total Selling Commissions received by the Agent. The relative fault of the Company, on the one hand,

and the Agent, on the other hand, shall be determined by reference to, among other things, whether any such untrue or alleged untrue

statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company,

on the one hand, or the Agent, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity

to correct or prevent such statement or omission.

The

amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed

to include, subject to the limitations set forth in Section 6(c), any reasonable and documented legal or other fees or expenses

reasonably incurred by such party in connection with investigating or defending any action or claim. The provisions set forth in Section

6(b) with respect to notice of commencement of any action shall apply if a claim for contribution is to be made under this Section

6(e); provided, however, that no additional notice shall be required with respect to any action for which notice has been

given under Section 6(c) for purposes of indemnification.

The

Company and the Agent agree that it would not be just and equitable if contribution pursuant to this Section 6(e) were determined

by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in

this Section 6(e).

Notwithstanding

the provisions of this Section 6(e), the Agent shall not be required to contribute any amount in excess of the Selling Commissions

received by the Agent in connection with the offering contemplated hereby. No person guilty of fraudulent misrepresentation (within the

meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent

misrepresentation. For purposes of this Section 6(e), each officer and employee of the Agent and each person, if any, who controls

the Agent within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as the Agent, and each

director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the

Company within the meaning of the Securities Act and the Exchange Act shall have the same rights to contribution as the Company.

Section

7. TERMINATION & SURVIVAL

(a)

Term. Subject to the provisions of this Section 7, the term of this Agreement shall continue from the date of this Agreement

until the end of the Agency Period, unless earlier terminated by the parties to this Agreement pursuant to this Section 7.

(b)

Termination; Survival Following Termination.

(i)

Either

party may terminate this Agreement prior to the end of the Agency Period, by giving written notice as required by this Agreement,

upon ten (10) Trading Days’ notice to the other party; provided that, (A) if the Company terminates this Agreement after the

Agent confirms to the Company any sale of Shares, the Company shall remain obligated to comply with Section 3(b)(v) with respect

to such Shares and (B) Section 2, Section 6, Section 7 and Section 8 shall survive termination of this

Agreement. If termination shall occur prior to the Settlement Date for any sale of Shares, such sale shall nevertheless settle in

accordance with the terms of this Agreement. Upon termination of this Agreement, the Company shall not have any liability to the

Agent for any discount, commission or other compensation with respect to any Shares not otherwise sold by the Agent under this Agreement.

(ii) In

addition to the survival provision of Section 7(b)(i), the respective indemnities, agreements, representations, warranties and

other statements of the Company, of its officers and of the Agent set forth in or made pursuant to this Agreement will remain in full

force and effect, regardless of any investigation made by or on behalf of the Agent or the Company or any of its or their partners, officers

or directors or any controlling person, as the case may be, and, anything herein to the contrary notwithstanding, will survive delivery

of and payment for the Shares sold hereunder and any termination of this Agreement.

Section

8. MISCELLANEOUS

(a)

Press Releases and Disclosure. The Company may issue a press release describing the material terms of the transactions contemplated

hereby as soon as practicable following the date of this Agreement, and may file with the Commission a Current Report on Form 8-K,

with this Agreement attached as an exhibit thereto, describing the material terms of the transactions contemplated hereby, and the Company

shall consult with the Agent prior to making such disclosures, and the parties hereto shall use all commercially reasonable efforts,

acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties hereto (such approval

not to be unreasonably withheld or delayed). No party hereto shall issue thereafter any press release or like public statement (including,

without limitation, any disclosure required in reports filed with the Commission pursuant to the Exchange Act) related to this Agreement

or any of the transactions contemplated hereby without the prior written approval of the other party hereto, except as may be necessary

or appropriate in the reasonable opinion of the party seeking to make disclosure to comply with the requirements of applicable law or

stock exchange rules. If any such press release or like public statement is so required, the party making such disclosure shall consult

with the other party prior to making such disclosure, and the parties shall use all commercially reasonable efforts, acting in good faith,

to agree upon a text for such disclosure that is reasonably satisfactory to all parties hereto; provided, however, that nothing contained

herein shall be construed to restrict the Company from making disclosures that, in the opinion of the Company’s legal counsel,

are required pursuant to applicable law or stock exchange rules.

(b)

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (i) the transactions contemplated by this Agreement,

including the determination of any fees, are arm’s-length commercial transactions between the Company and the Agent, (ii) when

acting as a principal under this Agreement, the Agent is and has been acting solely as a principal and is not the agent or fiduciary

of the Company, or its stockholders, creditors, employees or any other party, (iii) the Agent has not assumed nor will assume an advisory

or fiduciary responsibility in favor of the Company with respect to the transactions contemplated hereby or the process leading thereto

(irrespective of whether the Agent has advised or is currently advising the Company on other matters) and the Agent does not have any

obligation to the Company with respect to the transactions contemplated hereby except the obligations expressly set forth in this Agreement,

(iv) the Agent and its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the

Company, and (v) the Agent has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated

hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

(c)

Research Analyst Independence. The Company acknowledges that the Agent’s research analysts and research departments are

required to and should be independent from their respective investment banking divisions and are subject to certain regulations and internal

policies, and as such the Agent’s research analysts may hold views and make statements or investment recommendations and/or publish

research reports with respect to the Company or the offering that differ from the views of their respective investment banking divisions.

The Company understands that the Agent is a full service securities firm and as such from time to time, subject to applicable securities

laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity

securities of the companies that may be the subject of the transactions contemplated by this Agreement.

(d)

Notices. All communications hereunder shall be in writing and shall be mailed, hand delivered, sent via email (if applicable)

or telecopied and confirmed to the parties hereto as follows:

to the Agent:

Jefferies

LLC

520

Madison Avenue

New York,

NY 10022

Facsimile:

(646) 786-5719

Attention:

General Counsel

with

a copy (which shall not constitute notice) to:

Duane

Morris LLP

Vanderbilt

335

Madison Avenue, 23rd Floor

New

York, New York 10017

Attention:

Dean M. Colucci

E-mail:

dmcolucci@duanemorris.com

to the Company:

Therapies Incorporated

115

Pullman Crossing Road, Suite #103

Grasonville,

Maryland 21638

Attention:

Paul A. Romness, MPH

Email:

***

with

a copy (which shall not constitute notice) to:

Olshan

Frome Wolosky LLP

1325

Avenue of the Americas, 15th Floor

New

York, New York 10019

Attention:

Spencer G. Feldman

Email:

sfeldman@olshanlaw.com

Any

party hereto may change the address for receipt of communications by giving written notice to the others in accordance with this Section

8(d).

(e)

Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto, and to the benefit of the employees,

officers and directors and controlling persons referred to in Section 6, and in each case their respective successors, and no

other person will have any right or obligation hereunder. The term “successors” shall not include any purchaser of the Shares

as such from the Agent merely by reason of such purchase.

(f)

Partial Unenforceability. The invalidity or unenforceability of any Article, Section, paragraph or provision of this Agreement

shall not affect the validity or enforceability of any other Article, Section, paragraph or provision hereof. If any Article, Section,

paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made

such minor changes (and only such minor changes) as are necessary to make it valid and enforceable.

(g)

Governing Law Provisions. This Agreement shall be governed by and construed in accordance with the internal laws of the State

of New York applicable to agreements made and to be performed in such state. Any legal suit, action or proceeding arising out of or based

upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States of America located

in the Borough of Manhattan in the City of New York or the courts of the State of New York in each case located in the Borough of Manhattan

in the City of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive

jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court, as to which such jurisdiction

is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail

to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought

in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other

proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any

such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

(h)

General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior

written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This

Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures

thereto and hereto were upon the same instrument, and may be delivered by facsimile transmission or by electronic delivery of a portable

document format (PDF) file (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions

Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com). This Agreement may not be amended or

modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in

writing by each party whom the condition is meant to benefit. The Article and Section headings herein are for the convenience of the

parties only and shall not affect the construction or interpretation of this Agreement.

[Signature

Page Immediately Follows]

the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof,

whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms

Very truly yours,

OS THERAPIES INCORPORATED

By:

/s/ Paul A. Romness

Name:

Paul A. Romness

Title:

Chief Executive Officer

The foregoing Agreement is hereby confirmed and

accepted by the Agent in New York, New York as of the date first above written.

JEFFERIES LLC

By:

/s/ Donald Lynaugh

Name:

Donald Lynaugh

Title:

Managing Director

EXHIBIT A

ISSUANCE NOTICE

[Date]

Jefferies LLC

520 Madison Avenue

New York, New York 10022

Attn: [__________]

Reference is made to the Open Market Sale Agreement

between OS Therapies Incorporated (the “Company”) and Jefferies LLC (the “Agent”) dated as of August

21, 2026 (the “Sales Agreement”). The Company confirms that all conditions to the delivery of this Issuance Notice

are satisfied as of the date hereof. Capitalized terms used herein and not defined shall have the respective meanings ascribed to such

terms in the Sales Agreement.

Date that the Base Registration Statement Expires: August 25, 2028

Date

of Delivery of Issuance Notice (determined pursuant to Section 3(b)(i)): _______________

Issuance Amount (equal to the total Sales Price for such Shares): $_______________________

Number of days in selling period:

First date of selling period:

Last date of selling period:

Settlement Date(s) if other than standard T+1 settlement: _________________________

Floor Price Limitation (in no event less than

$1.00 without the prior written consent of the Agent, which consent may be withheld in the Agent’s sole discretion): $ ____ per

Comments: _____________________________________________________________________________________

By:

Name:

Title:

EX-5.1 — OPINION OF OLSHAN FROME WOLOSKY LLP

EX-5.1

Filename: ea030301901ex5-1.htm · Sequence: 3

Exhibit 5.1

August

21, 2026

Therapies Incorporated

115 Pullman Crossing Road, Suite #103

Grasonville,

Maryland 21638

Ladies

and Gentlemen:

are acting as counsel to OS Therapies Incorporated, a Delaware corporation (the “Company”), in connection with the issuance

and sale of up to $75,000,000 of shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, all

of which are authorized but heretofore unissued shares to be offered and sold by the Company pursuant to the Registration Statement on

Form S-3 (File No. 333-289443) (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission

(the “Commission”) under the Securities Act of 1933, as amended (the “Act”), on August 8, 2025 and declared effective

by the Commission on August 25, 2025, and the related base prospectus forming a part thereof, dated August 25, 2025 (the “Base

Prospectus”), as supplemented by the prospectus supplement dated August 21, 2026, relating to the offer and sale of the Shares

(as so supplemented, the “Prospectus”) pursuant to the Open Market Sale AgreementSM, dated as of August 21, 2026

(the “Sales Agreement”), by and between the Company and Jefferies LLC.

connection with this opinion letter, we have examined (i) the Registration Statement, (ii) the Prospectus, (iii) the Third Amended and

Restated Certificate of Incorporation of the Company, as amended, (iv) the Amended and Restated Bylaws of the Company, as amended, (v)

certain resolutions of the board of directors of the Company relating to the issuance, sale and registration of the Shares and (vi) the

Sales Agreement. In addition, we have examined and relied upon such corporate records of the Company, and have made such examination

of law, as we have deemed necessary or appropriate for purposes of the opinions expressed below. As to certain factual matters, unless

otherwise indicated, we have relied, to the extent we have deemed proper, on certificates of certain officers of the Company.

have assumed for purposes of rendering the opinions set forth herein, without any verification by us, the genuineness of all signatures,

the legal capacity of all natural persons to execute and deliver documents, the authenticity and completeness of documents submitted

to us as originals, the completeness and conformity with authentic original documents of all documents submitted to us as copies, and

that all documents, books and records made available to us by the Company are accurate and complete.

August 21, 2026

Page 2

Based

upon, subject to and limited by the foregoing, we are of the opinion that the Shares have been duly and validly authorized by the Company

and, upon issuance, delivery and payment therefor in the manner contemplated by the Registration Statement and the Prospectus, will be

legally issued, fully paid and nonassessable.

are members of the Bar of the State of New York. We do not express any opinion as to the effect of any laws other than the laws of the

State of New York and the General Corporation Law of the State of Delaware, and the federal laws of the United States of America, as

in effect on the date hereof.

This

letter speaks only at and as of its date and is based solely on the facts and circumstances known to us at and as of such date. We assume

no obligation to revise or supplement this letter to reflect any facts or circumstances that may hereafter come to our attention or any

changes in fact or law that may hereafter occur.

hereby consent to the filing of this opinion in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under

the Act with the Commission as an exhibit to the Current Report on Form 8-K to be filed by the Company in connection with the issuance

and sale of the Shares and to the use of our name in the Prospectus under the caption “Legal Matters.” In giving such consent,

we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations

of the Commission.

Very truly yours,

/s/ Olshan

Frome Wolosky LLP

OLSHAN FROME WOLOSKY LLP

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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-Section 12

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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