Form 8-K
8-K — Outlook Therapeutics, Inc.
Accession: 0001104659-26-096510
Filed: 2026-08-14
Period: 2026-08-12
CIK: 0001649989
SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — tm2622399d2_8k.htm (Primary)
EX-1.1 — EXHIBIT 1.1 (tm2622399d2_ex1-1.htm)
EX-4.1 — EXHIBIT 4.1 (tm2622399d2_ex4-1.htm)
EX-5.1 — EXHIBIT 5.1 (tm2622399d2_ex5-1.htm)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section
13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 12, 2026
Outlook Therapeutics,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
001-37759
38-3982704
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
111
S. Wood Avenue, Unit
#100
Iselin, New Jersey
08830
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code:
(609) 619-3990
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of Each Exchange
on Which Registered
Common Stock
OTLK
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
Item 8.01
Other Events.
On August 12, 2026, Outlook Therapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting
Agreement”) with Piper Sandler & Co. and BTIG, LLC, as representatives of the several underwriters named therein (collectively,
the “Underwriters”), relating to the public offering (the “Offering”) by the Company of (i) 55,555,556 shares
of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and (ii) accompanying warrants to purchase
up to an aggregate of 55,555,556 shares of Common Stock (the “Warrants”) at a combined public offering price of $0.99 per
share of Common Stock and accompanying Warrant. The shares of Common Stock and Warrants are immediately separable and will be issued separately.
The Offering is scheduled to close on or about
August 14, 2026, subject to customary closing conditions.
The Company also granted the Underwriters an option
for a period of 30 days to purchase up to 8,333,333 additional shares of Common Stock and/or Warrants to purchase up to 8,333,333 additional
shares of Common Stock at the public offering price, less the underwriting discounts and commissions. On August 12, 2026, the Underwriters
exercised such option with respect to the Warrants to purchase up to 8,333,333 additional shares of Common Stock.
The Company estimates that the gross proceeds
from the Offering will be approximately $55.0 million, before deducting the underwriting discounts and commissions and estimated offering
expenses payable by the Company and excluding any exercise of the underwriter's option to purchase additional securities and assuming
no exercise of the accompanying Warrants.
Each Warrant will have an initial exercise price
per share of $1.10, subject to certain customary adjustments for recapitalizations, stock splits and similar actions. The Warrants will
be exercisable immediately and will expire five years from the date of issuance. A holder (together with its affiliates and other attribution
parties) may not exercise any portion of a Warrant to the extent that, immediately after giving effect to such exercise, the holder would
own more than 4.99%, 9.99% or 19.99%, as applicable, of the Company’s outstanding Common Stock immediately after exercise, which
percentage may be changed at the holder's election to a lower or higher percentage not in excess of 19.99% (if exceeding such percentage
would result in a change of control under Nasdaq Listing Rule 5635(b) or any successor rule) upon 61 days’ notice to the Company
subject to the terms of the Warrants.
The Offering is being made pursuant to the Company’s
effective registration statement on Form S-3 (Registration Statement No. 333-278340) previously filed with the Securities and Exchange
Commission (the “SEC”) and a prospectus supplement thereunder.
The Underwriting Agreement contains customary
representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company
and the Underwriters, including for liabilities arising under the Securities Act of 1933, as amended, other obligations of the parties
and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for the
purposes of the Underwriting Agreement and as of specific dates, and were solely for the benefit of the parties to the Underwriting Agreement.
GMS Ventures and Investments, the Company’s
largest stockholder, purchased an aggregate of 2,525,252 shares of Common Stock and accompanying Warrants in the Offering. Robert Jahr,
the Company’s Chief Executive Officer, and Lawrence Kenyon, the Company’s Chief Financial Officer, purchased an aggregate
of 151,515 and 101,010 shares of Common Stock and accompanying Warrants in the Offering, respectively.
The foregoing descriptions of the terms of the
Underwriting Agreement and Warrants are each qualified in their entirety by reference to the Underwriting Agreement and form of Warrant,
respectively, which are attached as Exhibit 1.1 and Exhibit 4.1 hereto, respectively, and incorporated by reference herein.
A copy of the legal opinion of Cooley LLP relating
to the validity of the issuance and sale of the securities in the Offering is attached as Exhibit 5.1 hereto.
Forward-Looking Statements
This report contains forward-looking statements,
including, without limitation, statements relating to the Company’s expectations regarding the Offering, the amount of proceeds
expected from the Offering and the timing and the completion of the Offering. These forward-looking statements are based upon the Company’s
current expectations. Actual results could differ materially from these forward-looking statements as a result of certain factors, including,
without limitation, risks and uncertainties related to the satisfaction of customary closing conditions related to the Offering and other
risks detailed in the Company’s filings with the SEC, including Exhibit 99.1 to the Current Report on Form 8-K filed with the SEC
on August 12, 2026, as supplemented by subsequent reports the Company files with the SEC and in the prospectus supplement relating to
the Offering. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this
report. The Company undertakes no duty to update such information except as required under applicable law.
Item 9.01
Financial Statements and Exhibits
(d) Exhibits
Exhibit No.
Description
1.1
Underwriting Agreement, dated August 12, 2026, by and among the Company, Piper Sandler & Co. and BTIG, LLC, as representatives of the several underwriters named therein.
4.1
Form of Warrant.
5.1
Opinion of Cooley LLP.
23.1
Consent of Cooley LLP (included in Exhibit 5.1).
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Outlook Therapeutics, Inc.
Date: August 14, 2026
By:
/s/ Lawrence A. Kenyon
Lawrence A. Kenyon
Chief Financial Officer
EX-1.1 — EXHIBIT 1.1
EX-1.1
Filename: tm2622399d2_ex1-1.htm · Sequence: 2
Exhibit 1.1
OUTLOOK THERAPEUTICS, INC.
(a Delaware corporation)
55,555,556 Shares of Common Stock
Warrants to Purchase up to 55,555,556 Shares of
Common Stock
UNDERWRITING AGREEMENT
August 12, 2026
Piper Sandler & Co.
BTIG, LLC
as Representatives of the several Underwriters
c/o Piper Sandler & Co.
1251 Avenue of the Americas, 39th Floor
New York, New York 10020
c/o BTIG, LLC
350 Bush Street, 9th Floor
San Francisco, California 94104
Ladies and Gentlemen:
Outlook Therapeutics, Inc.,
a Delaware corporation (the “Company”), confirms its agreement with Piper Sandler & Co. (“Piper Sandler”)
and BTIG, LLC (“BTIG”) and each of the other Underwriters named in Schedule A hereto (collectively, the
“Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10
hereof), for which Piper Sandler and BTIG are acting as representatives (in such capacity, the “Representatives”),
with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective
numbers of (a) shares of common stock, par value $0.01 per share, of the Company (“Common Stock”) set forth in
Schedule A hereto (the “Firm Shares”) and (b) warrants to purchase up to the number of shares of Common
Stock set forth in Schedule A hereto (the “Firm Warrants”, and together with the Firm Shares, the “Initial
Securities”) at an exercise price set forth on Schedule B-1 hereto and (ii) the grant by the Company to the Underwriters,
acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of additional shares
of Common Stock (the “Option Shares” and together with the Firm Shares, the “Shares”) and/or warrants
to purchase Common Stock (the “Option Warrants” and, together with the Firm Warrants, the “Warrants”).
The shares of Common Stock issuable upon exercise of the Warrants are herein referred to as the “Warrant Shares”, and
together with the Shares and the Warrants, the “Securities”).
The Company understands that
the Underwriters propose to make a public offering of the Securities as soon as the Representatives deem advisable after this Underwriting
Agreement (this “Agreement”) has been executed and delivered. The Firm Shares and Warrants shall be sold together as
a fixed combination, each consisting of (i) one share of Common Stock and (ii) one Warrant to purchase one share of Common Stock.
The terms of the Warrants are set forth in the form of the Warrant attached hereto as Exhibit B.
The Company has filed with
the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 (No. 333-278340),
covering the public offering and sale of certain securities, including the Securities, under the Securities Act of 1933, as amended (the
“1933 Act”) and the rules and regulations of the Commission promulgated thereunder (the “1933 Act Regulations”),
which shelf registration statement was declared effective on April 5, 2024. Such registration statement, as of any time, means such
registration statement as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto
at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3
under the 1933 Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B under the 1933 Act
Regulations (“Rule 430B”), is referred to herein as the “Registration Statement;” provided, however,
that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective
amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective
date” of such registration statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B,
including the exhibits and schedules thereto as of such time, the documents incorporated or deemed incorporated by reference therein at
such time pursuant to Item 12 of Form S-3 under the 1933 Act and the documents otherwise deemed to be a part thereof as of such time
pursuant to the Rule 430B. Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations in connection
with the offer and sale of the Securities is herein called the “Rule 462(b) Registration Statement” and,
after such filing, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Each
preliminary prospectus used in connection with the offering of the Securities, including the documents incorporated or deemed to be incorporated
by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, are collectively referred to herein as a “preliminary
prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file a final prospectus relating
to the Securities in accordance with the provisions of Rule 424(b) under the 1933 Act Regulations (“Rule 424(b)”).
The final prospectus, in the form first furnished or made available to the Underwriters for use in connection with the offering of the
Securities, including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3
under the 1933 Act, are collectively referred to herein as the “Prospectus.” For purposes of this Agreement, all references
to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall
be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (or any
successor system) (“EDGAR”).
As used in this Agreement:
“Applicable
Time” means 6:30 P.M., New York City time, on August 12, 2026 or such other time as agreed by the Company and the Representatives.
“General Disclosure
Package” means any Issuer General Use Free Writing Prospectuses issued at or prior to the Applicable Time, the most recent preliminary
prospectus (including any documents incorporated therein by reference) that is distributed to investors prior to the Applicable Time and
the information included on Schedule B-1 hereto, all considered together.
“Issuer Free
Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the 1933 Act Regulations
(“Rule 433”), including without limitation any “free writing prospectus” (as defined in Rule 405
of the 1933 Act Regulations (“Rule 405”)) relating to the Securities that is (i) required to be filed with
the Commission by the Company, (ii) a “road show for an offering that is a written communication” within the meaning
of Rule 433(d)(8)(i), whether or not required to be filed with the Commission, or (iii) exempt from filing with the Commission
pursuant to Rule 433(d)(5)(i) because it contains a description of the Securities or of the offering that does not reflect the
final terms, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained
in the Company’s records pursuant to Rule 433(g).
“Issuer General
Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors
(other than a “bona fide electronic road show,” as defined in Rule 433 (a “Bona Fide Electronic Road
Show”)), as evidenced by its being specified in Schedule B-2 hereto.
2
“Issuer Limited
Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus.
“Testing-the-Waters
Communication” means any oral or written communication with potential investors undertaken in reliance on Rule 163B of the
1933 Act.
“Written Testing-the-Waters
Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under
the 1933 Act.
All references in this Agreement
to financial statements and schedules and other information which is “contained,” “included” or “stated”
(or other references of like import) in the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to include
all such financial statements and schedules and other information incorporated or deemed incorporated by reference in the Registration
Statement, any preliminary prospectus or the Prospectus, as the case may be, prior to the execution and delivery of this Agreement; and
all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus
shall be deemed to include the filing of any document under the Securities Exchange Act of 1934, as amended (the “1934 Act”),
and the rules and regulations of the Commission promulgated thereunder (collectively, the “1934 Act Regulations”),
incorporated or deemed to be incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as
the case may be, at or after the execution and delivery of this Agreement.
SECTION 1. Representations
and Warranties.
(a) Representations
and Warranties by the Company. The Company represents and warrants to each Underwriter as of the date hereof, the Applicable Time,
the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter, as follows:
(i) Registration
Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration
Statement and any amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration
Statement or any post-effective amendment thereto has been issued by the Commission under the 1933 Act, no order preventing or suspending
the use of any preliminary prospectus or the Prospectus has been issued by the Commission and no proceedings for any of those purposes
have been instituted by the Commission or are pending or, to the Company’s knowledge, contemplated by the Commission. The Company
has complied with each request (if any) from the Commission for additional information.
Each of the Registration
Statement and any post-effective amendment thereto, at the time of its effectiveness and at each deemed effective date with respect to
the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date
of Delivery, complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each
preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and in
each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the
requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus delivered to the Underwriters for use in connection
with the offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission
pursuant to EDGAR, except to the extent permitted by Regulation S-T.
3
The documents incorporated
or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time
they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934
Act and the 1934 Act Regulations.
The Registration
Statement, any preliminary prospectus and the Prospectus, and the filing of the Registration Statement, any preliminary prospectus and
the Prospectus with the Commission have been duly authorized by and on behalf of the Company, and the Registration Statement has been
duly executed pursuant to such authorization.
(ii) Accurate
Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or at the Closing Time or at any Date
of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material
fact required to be stated therein or necessary to make the statements therein not misleading. As of the Applicable Time, the Closing
Time or at any Date of Delivery, none of (A) the General Disclosure Package, (B) any individual Issuer Limited Use Free Writing
Prospectus, when considered together with the General Disclosure Package, nor (C) any individual Written Testing-the-Waters Communication,
when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact
or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper),
as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of
Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and
the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with
the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure
Package or the Prospectus, as the case may be, did not and will not include an 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.
The representations
and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto),
the General Disclosure Package or the Prospectus (or any amendment or supplement thereto, including any prospectus wrapper) made in reliance
upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for
use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first and second sentences
of the sixth paragraph under the heading “Underwriting—Stabilization” and the information under the heading “Underwriting—Electronic
Distribution” in each case contained in the Prospectus (collectively, the “Underwriter Information”).
4
(iii) Issuer
Free Writing Prospectuses. No Issuer Free Writing Prospectus conflicts or will conflict with the information contained in the Registration
Statement or the Prospectus, including any document incorporated by reference therein, and any preliminary or other prospectus deemed
to be a part thereof that has not been superseded or modified. No filing of any “road show” (as defined in Rule 433(h))
is required in connection with the offering of the Securities. Any Issuer Free Writing Prospectus that the Company is required to file
pursuant to Rule 433(d) under the 1933 Act has been, or will be, filed with the Commission in accordance with the requirements
of the 1933 Act and the 1933 Act Regulations. Each Issuer Free Writing Prospectus that the Company has filed, or is required to file,
pursuant to Rule 433(d) under the 1933 Act or that was prepared by or behalf of or used or referred to by the Company complies
or will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Except for the Issuer Free
Writing Prospectuses, if any, identified in Schedule B-2 hereto, and electronic road shows, if any, each furnished to the Representatives
before first use, the Company has not prepared, used or referred to, and will not, without the prior consent of the Representatives, prepare,
use or refer to, any issuer free writing prospectus.
(iv) Testing-the-Waters
Materials. The Company (A) has not engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications
with the consent of the Representatives with entities that are, or which the Company has a reasonable basis to believe are, qualified
institutional buyers within the meaning of Rule 144A under the 1933 Act or institutions that are accredited investors within the
meaning of Rule 501 under the 1933 Act and (B) has not authorized anyone other than the Representatives to engage in Testing-the-Waters
Communications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters
Communications. The Company has not distributed any Written Testing-the-Waters Communications other than those listed on Schedule B-3
hereto.
(v) Company
Not Ineligible Issuer. At the time of filing the Registration Statement and any post-effective amendment thereto, at the earliest
time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of
the 1933 Act Regulations) of the Securities and at the date hereof, 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.
(vi) Financial
Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement,
the General Disclosure Package and the Prospectus, if any, together with the related notes and schedules, fairly present, in all material
respects, the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the
consolidated results of operations, cash flows and changes in stockholders’ equity of the Company for the periods specified and
have been prepared in compliance with the requirements of the 1933 Act, 1934 Act and the 1934 Act Regulations, and in conformity with
U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved, except
as may be expressly stated in the notes thereto, and except in the case of unaudited financial statements, which are subject to normal
and recurring year-end adjustments and do not contain certain footnotes as permitted by the applicable rules of the Commission; there
are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration
Statement, the Time of the General Disclosure Package and the Prospectus that are not included or incorporated by reference as required;
the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including
any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the General Disclosure
Package and the Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the General Disclosure
Package and the Prospectus and any free writing prospectuses, if any, regarding “non-GAAP financial measures” (as such term
is defined by the rules and regulations of the Commission) comply with Regulation G of the 1934 Act and Item 10 of Regulation S-K
under the 1933 Act, to the extent applicable. The financial data set forth in each of the Registration Statement, the General Disclosure
Package and the Prospectus fairly present, in all material respects, the information set forth therein on a basis consistent with that
of the audited financial statements contained in the Registration Statement, the General Disclosure Package and the Prospectus. The interactive
data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus
fairly presents, in all material respects, the information called for and has been prepared in accordance with the Commission’s
rules and guidelines applicable thereto.
5
(vii) Organization.
The Company and each of its Subsidiaries are duly organized, validly existing as a corporation or other entity and in good standing under
the laws of their respective jurisdictions of organization. The Company and each of its Subsidiaries are duly licensed or qualified as
a foreign corporation or other entity for transaction of business and in good standing (to the extent such status is so recognized) under
the laws of each other jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses
requires such license or qualification, and have all corporate or other organizational power and authority necessary to own or hold their
respective properties and to conduct their respective businesses as described in the Registration Statement, the General Disclosure Package
and the Prospectus, and as currently carried on, except where the failure to be so qualified or in good standing or have such power or
authority would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on or affecting the assets,
business, operations, prospects, earnings, properties, financial condition, stockholders’ equity or results of operations of the
Company and the Subsidiaries taken as a whole, or prevent or materially interfere with consummation of the transactions contemplated hereby
(a “Material Adverse Effect”).
(viii) Subsidiaries.
All significant subsidiaries (collectively, the “Subsidiaries”) (as such term is defined in Rule 1-02 of Regulation
S-X promulgated by the Commission) that are required to be listed on Exhibit 21.1 pursuant to Item 601 of Regulation S-K are set
forth on Exhibit 21.1 of the Company’s Annual Report on Form 10-K for the year ended September 30, 2025. The Company
owns, directly or indirectly, all of the equity interests of the Subsidiaries free and clear of any lien, charge, security interest, encumbrance,
right of first refusal or other restriction, and all the equity interests of the Subsidiaries are validly issued and are fully paid, nonassessable
and free of preemptive and similar rights. Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus,
no Subsidiary is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution
on such Subsidiary’s capital stock, from repaying to the Company any loans or advances to such Subsidiary from the Company or from
transferring any of such Subsidiary’s property or assets to the Company or any other Subsidiary of the Company.
(ix) No
Default or Violation. Neither the Company nor any of its Subsidiaries is (i) in violation of its certificate of incorporation,
charter or by-laws or any other organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of
time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any
indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries is
a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of
its Subsidiaries are subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any
arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over
the Company or any of its Subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Authority”),
except, in the case of each of clauses (ii) and (iii) above, for any such violation or default that would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the Company’s knowledge, no other party under
any material contract or other agreement to which it or any of its Subsidiaries is a party is in default in any respect thereunder where
such default would reasonably be expected to have a Material Adverse Effect.
6
(x) No
Conflicts. Neither the execution of this Agreement or the Warrants, nor the issuance, offering or sale of the Securities, nor the
consummation of any of the transactions contemplated herein or therein, nor the compliance by the Company with the terms and provisions
hereof or thereof will conflict with, or will result in a breach of, any of the terms and provisions of, or has constituted or will constitute
a default under, or has resulted in or will result in the creation or imposition of any lien, charge or encumbrance upon any property
or assets of the Company pursuant to the terms of any contract or other agreement to which the Company may be bound or to which any of
the property or assets of the Company is subject, except (i) such conflicts, breaches or defaults as have been waived and (ii) such
conflicts, breaches and defaults that would not reasonably be expected to have a Material Adverse Effect; nor will such action result
(x) in any violation of the provisions of the organizational or governing documents of the Company, or (y) in any violation
of the provisions of any statute or any order, rule or regulation applicable to the Company or of any Governmental Authority having
jurisdiction over the Company other than, with respect to clause (y) only, any violation that would not reasonably be expected to
have a Material Adverse Effect.
(xi)
No Material Adverse Change. Subsequent to the respective dates as of which information is given in the
Registration Statement, the General Disclosure Package, the Prospectus and the free writing prospectuses, if any (including any
document deemed incorporated by reference therein), there has not been (i) any Material Adverse Effect or the occurrence of any
development that would reasonably be expected to have a Material Adverse Effect, (ii) any transaction which is material to the
Company and the Subsidiaries taken as a whole, (iii) any obligation or liability, direct or contingent (including any
off-balance sheet obligations), incurred by the Company or any Subsidiary, which is material to the Company and the Subsidiaries
taken as a whole, (iv) any material change in the capital stock or outstanding long-term indebtedness of the Company or any of
its Subsidiaries or (v) any dividend or distribution of any kind declared, paid or made on the capital stock of the Company or
any Subsidiary, other than in each case above in the ordinary course of business or as otherwise disclosed in the Registration
Statement or Prospectus (including any document deemed incorporated by reference therein).
(xii) Capitalization.
The issued and outstanding shares of capital stock of the Company have been validly issued, are fully paid and nonassessable and are not
subject to any preemptive rights, rights of first refusal or similar rights. The Company has an authorized, issued and outstanding capitalization
as set forth in the Registration Statement and the Prospectus as of the dates referred to therein (other than the grant of additional
options under the Company’s existing option plans, or changes in the number of outstanding shares of shares of Common Stock due
to the issuance of shares upon the exercise or conversion of securities exercisable for, or convertible into, Common Stock outstanding
on the date hereof or any anti-dilution provisions of such outstanding securities) and such authorized capital stock conforms in all material
respects to the description thereof set forth in the Registration Statement, the General Disclosure Package and the Prospectus. The description
of the securities of the Company in the Registration Statement, the General Disclosure Package and the Prospectus is complete and accurate
in all material respects. Except as disclosed in or contemplated by the Registration Statement, the General Disclosure Package or the
Prospectus, as of the date referred to therein, the Company does not have outstanding any options to purchase, or any rights or warrants
to subscribe for, or any securities or obligations convertible into, or exchangeable for, or any contracts or commitments to issue or
sell, any shares of capital stock or other securities.
7
(xiii) Authorization;
Enforceability. The Company has requisite corporate power and authority to enter into this Agreement and perform the transactions
contemplated hereby and thereby. The execution and delivery by the Company of, and the performance by the Company of its obligations under,
this Agreement or the Warrants will not contravene any provision of (i) applicable law, (ii) the certificate of incorporation
or by-laws of the Company, (iii) any agreement or other instrument binding upon the Company or any of its subsidiaries, or (iv) any
judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary, except that,
in the case of clause (i) and (iii) as would not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect, and no consent, approval, authorization or order of, or qualification with, any governmental body, agency or court is
required for the performance by the Company of its obligations under this Agreement or the Warrants except such as may be required by
the securities or Blue Sky laws of the various states in connection with the offer and sale of the Securities. This Agreement has been
duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable against
the Company in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors’ rights generally and by general equitable principles insofar as indemnification
and contribution provisions may be limited by applicable law.
(xiv) Authorization
of the Securities. The Securities 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 duly and validly issued, fully paid and nonassessable,
free and clear of any pledge, mortgage, hypothecation, lien, encumbrance, security interest or other claim, including any statutory or
contractual preemptive rights, resale rights, rights of first refusal or other similar rights, and the Common Stock is registered pursuant
to Section 12 of the 1934 Act. The Securities, when issued, will conform in all material respects to the description thereof set
forth in or incorporated into this Agreement, including Exhibit B hereto, the Registration Statement, the General Disclosure Package
and the Prospectus. The Warrants have been duly authorized and, when executed and delivered by the Company in accordance with this Agreement,
will be valid and legally binding agreements of the Company, enforceable against the Company in accordance with their terms except as
the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating
to or affecting the rights and remedies of creditors or by general equitable principles. The maximum number of Warrant Shares to be issued
by the Company upon exercise of the Warrants in accordance therewith have been duly authorized and have been or will be reserved for issuance
upon exercise of the Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered
upon exercise of the Warrants in accordance therewith, will be validly issued, fully paid and non-assessable, and the issuance of the
Warrant Shares is not subject to any preemptive or similar rights not otherwise validly waived or satisfied.
(xv) No
Consents Required. No consent, approval, authorization, order, registration or qualification of or with any Governmental Authority
is required for the execution, delivery and performance by the Company of this Agreement, the issuance and sale by the Company of the
Securities, except for such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable
state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority (“FINRA”) or
the NASDAQ Stock Market (the “NASDAQ”) in connection with the sale of the Securities.
8
(xvi) No
Preferential Rights. Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, (i) no
person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the 1933 Act (each, a “Person”),
has the right, contractual or otherwise, to cause the Company to issue or sell to such Person any Common Stock or shares of any other
capital stock or other securities of the Company, (ii) no Person has any preemptive rights, resale rights, rights of first refusal,
rights of co-sale, or any other rights (whether pursuant to a “poison pill” provision or otherwise) to purchase any Common
Stock or shares of any other capital stock or other securities of the Company, (iii) no Person 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 Common Stock, and (iv) no Person has the right,
contractual or otherwise, to require the Company to register under the 1933 Act, any Common Stock or shares of any other capital stock
or other securities of the Company, or to include any such shares or other securities in the Registration Statement or the offering contemplated
thereby, whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Securities as contemplated
thereby or otherwise.
(xvii) Independent
Public Accounting Firms. KPMG LLP (the “Accountant”), 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 into the Registration Statement, the General Disclosure Package and the Prospectus, is and, during the periods
covered by its report, was an independent registered public accounting firm within the meaning of the 1933 Act and the Public Company
Accounting Oversight Board (United States). To the Company’s knowledge, the Accountant is not in violation of the auditor independence
requirements of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”).
(xviii) No
Litigation. Except as set forth in the Registration Statement, the General Disclosure Package or the Prospectus, there are no actions,
suits or proceedings by or before any Governmental Authority pending, nor, to the Company’s knowledge, any audits or investigations
by or before any Governmental Authority, to which the Company or a Subsidiary is a party or to which any property of the Company or any
of its Subsidiaries is the subject that, individually or in the aggregate, if determined adversely to the Company or its Subsidiaries,
would reasonably be expected to have a Material Adverse Effect and, to the Company’s knowledge, no such actions, suits, proceedings,
audits or investigations are threatened or contemplated by any Governmental Authority or threatened by others.
9
(xix) Consents
and Permits. As to each product subject to the jurisdiction of the U.S. Food and Drug Administration (“FDA”) or
any non-U.S. counterpart that is manufactured, packaged, labeled, tested, distributed, sold, and/or marketed by the Company or any of
its Subsidiaries (each such product, a “Product”), such Product is being manufactured, packaged, labeled, tested, distributed,
sold and/or marketed by the Company or its Subsidiaries in material compliance with all applicable Health Care Laws (as defined below)
relating to registration, investigational use, premarket clearance, licensure, or application approval, good manufacturing practices,
good laboratory practices, good clinical practices, product listing, quotas, labeling, advertising, record keeping and filing of reports.
There is no pending, completed or, to the Company’s knowledge, threatened, action (including any lawsuit, arbitration, or legal
or administrative or regulatory proceeding, charge, complaint, or investigation) against the Company or any of its Subsidiaries, and none
of the Company or any of its Subsidiaries has received any notice, warning letter or other communication from the FDA or any other governmental
entity, which (i) contests the premarket clearance, licensure, registration, or approval of, the uses of, the distribution of, the
manufacturing or packaging of, the testing of, the sale of, or the labeling and promotion of any Product, (ii) withdraws its approval
of, requests the recall, suspension, or seizure of, or withdraws or orders the withdrawal of advertising or sales promotional materials
relating to, any Product, (iii) imposes a clinical hold on any clinical investigation by the Company or any of its Subsidiaries,
(iv) enjoins production at any facility of the Company or any of its Subsidiaries, (v) enters or proposes to enter into a consent
decree of permanent injunction with the Company or any of its Subsidiaries, or (vi) otherwise alleges any violation of any laws,
rules or regulations by the Company or any of its Subsidiaries, and which, either individually or in the aggregate, would reasonably
be expected to have a Material Adverse Effect. The properties, business and operations of the Company have been and are being conducted
in all material respects in accordance with all applicable Health Care Laws. The Company has not been informed by the FDA or any non-U.S.
counterpart that the FDA or any non-U.S. counterpart will prohibit the marketing, sale, license or use in the United States or in any
other territory any product proposed to be developed, produced or marketed by the Company or any Subsidiary nor has the FDA or any non-U.S.
counterpart expressed any concern as to approving or clearing for marketing any product being developed or proposed to be developed by
the Company or any Subsidiary. For purposes of this Agreement, “Health Care Laws” means: (i) the Federal Food,
Drug, and Cosmetic Act and the regulations promulgated thereunder; (ii) all applicable federal, state, local and all applicable foreign
health care related fraud and abuse laws, including, without limitation, the U.S. Anti-Kickback Statute (42 U.S.C. Section 1320a-7b(b)),
the U.S. Physician Payments Sunshine Act (42 U.S.C. § 1320a-7h), the U.S. Civil False Claims Act (31 U.S.C. Section 3729 et
seq.), the criminal False Claims Law (42 U.S.C. § 1320a-7b(a)), all criminal laws relating to health care fraud and abuse, including
but not limited to 18 U.S.C. Sections 286 and 287, and the health care fraud criminal provisions under the U.S. Health Insurance Portability
and Accountability Act of 1996 (“HIPAA”) (42 U.S.C. Section 1320d et seq.), the exclusion law (42 U.S.C. §
1320a-7), the civil monetary penalties law (42 U.S.C. § 1320a-7a), the statutes, regulations and directives of applicable government
funded or sponsored healthcare programs, and the regulations promulgated pursuant to such statutes; (iii) HIPAA, as amended by the
Health Information Technology for Economic and Clinical Health Act (42 U.S.C. Section 17921 et seq.), and the regulations promulgated
thereunder and any state or non-U.S. counterpart thereof or other law or regulation the purpose of which is to protect the privacy of
healthcare information; (iv) Medicare (Title XVIII of the Social Security Act); (v) Medicaid (Title XIX of the Social Security
Act); and (vi) any and all other applicable health care laws and regulations.
(xx) Regulatory
Filings. Neither the Company nor any of its Subsidiaries has failed to file with the applicable Governmental Authority (including
the FDA or any foreign, federal, state or local Governmental Authority performing functions similar to those performed by the FDA) any
required filing, declaration, listing, registration, report or submission, except for such failures that, individually or in the aggregate,
would not reasonably be expected to have a Material Adverse Effect; all such filings, declarations, listings, registrations, reports or
submissions were in material compliance with applicable laws when filed and no deficiencies have been asserted by any applicable regulatory
authority with respect to any such filings, declarations, listings, registrations, reports or submissions, except for any deficiencies
that, individually or in the aggregate, would not have a Material Adverse Effect. The Company has operated and currently is, in all material
respects, in compliance with all applicable Health Care Laws. The Company has no knowledge of any studies, tests or trials not described
in the Registration Statement, the General Disclosure Package and the Prospectus the results of which reasonably call into question in
any material respect the results of the studies, tests and trials described in the Registration Statement, the General Disclosure Package
and the Prospectus.
10
(xxi) Intellectual
Property. The Company and its Subsidiaries own, possess, license or have other rights to use, or could obtain on commercially reasonable
terms, all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names,
copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively,
the “Intellectual Property”), necessary for the conduct of their respective businesses as now conducted except to the
extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually
or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package
and the Prospectus (i) there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries,
except for licenses granted in the ordinary course to third parties, or that could not, individually or in the aggregate, reasonably be
expected to result in a Material Adverse Effect; (ii) to the Company’s knowledge, there is no infringement by third parties
of any such Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding
or claim by others challenging the Company’s and its Subsidiaries’ rights in or to any such Intellectual Property, and the
Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is
no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope
of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding
or claim by others that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret
or other proprietary rights of others; (vi) to the Company’s knowledge, there is no third-party U.S. patent or published U.S.
patent application which contains claims for which an Interference Proceeding (as defined in 35 U.S.C. § 135), or the equivalent
in any other jurisdiction, has been commenced against any patent or patent application described in the Registration Statement, the General
Disclosure Package and the Prospectus as being owned by or licensed to the Company; and (vii) the Company and its Subsidiaries have
complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or such Subsidiary,
and all such agreements are in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect.
(xxii) Clinical
Studies. The preclinical studies and tests and clinical trials described in the Registration Statement, the General Disclosure Package
and the Prospectus were, and, if still pending, are being conducted in all material respects in accordance with the experimental protocols,
procedures and controls pursuant to, where applicable, accepted professional and scientific standards for products or product candidates
comparable to those being developed by the Company; the descriptions of such studies, tests and trials, and the results thereof, contained
in the Registration Statement, the General Disclosure Package and the Prospectus are accurate and complete in all material respects; the
Company is not aware of any tests, studies or trials not described in the Registration Statement, the General Disclosure Package and the
Prospectus, the results of which reasonably call into question the results of the tests, studies and trials described in the Registration
Statement, the General Disclosure Package and the Prospectus; and the Company has not received any written notice or correspondence from
the FDA or any foreign, state or local Governmental Authority exercising comparable authority or any institutional review board or comparable
authority requiring the termination, suspension, clinical hold or material modification of any tests, studies or trials.
(xxiii) Certain
Market Activities. Neither the Company nor any of its Subsidiaries has taken, directly or indirectly, any action designed to or that
might cause or result in stabilization or manipulation of the price of the Common Stock or of any other securities, including any “reference
security” (as defined in Rule 100 of Regulation M under the 1934 Act (“Regulation M”)) with respect to the
Common Stock, whether to facilitate the sale or resale of the Securities or otherwise, and has taken no action which would directly or
indirectly violate Regulation M or applicable foreign securities laws and rules.
11
(xxiv) No
Reliance. The Company has not relied upon the Underwriters or legal counsel for the Underwriters for any legal, tax or accounting
advice in connection with the offering and sale of the Securities.
(xxv) Taxes.
Except as would not, individually, or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and each
of its Subsidiaries have filed all federal, state, local and foreign income and other tax returns that have been required to be filed
and paid all taxes shown thereon through the date hereof, to the extent that such taxes have become due and are not being contested in
good faith. Except as otherwise disclosed in or contemplated by the Registration Statement, the General Disclosure Package or the Prospectus,
no tax deficiency has been determined adversely to the Company or any of its Subsidiaries which has had, or would reasonably be expected
to have, individually or in the aggregate, a Material Adverse Effect. The Company has no knowledge of any federal, state, or other governmental
tax deficiency, penalty or assessment which has been asserted or threatened against it that would reasonably be expected to have a Material
Adverse Effect.
(xxvi) Title
to Real and Personal Property. Except as set forth in the Registration Statement, the General Disclosure Package or the Prospectus,
the Company and its Subsidiaries have good and marketable title in fee simple to all items of real property owned by them, good and valid
title to all personal property described in the Registration Statement, the General Disclosure Package or the Prospectus as being owned
by them that are material to the businesses of the Company or such Subsidiary, in each case free and clear of all mortgages, liens, encumbrances
and claims, except those matters that (i) do not materially interfere with the use made and proposed to be made of such property
by the Company and any of its Subsidiaries or (ii) would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect. Any real or personal property described in the Registration Statement, the General Disclosure Package or the
Prospectus as being leased by the Company and any of its Subsidiaries is held by them under valid, existing and enforceable leases, free
and clear of all mortgages, liens, encumbrances and claims, except those matters that (A) do not materially interfere with the use
made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not reasonably be expected, individually
or in the aggregate, to have a Material Adverse Effect. Each of the properties of the Company and its Subsidiaries complies with all applicable
codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access
to such properties), except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere
in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have
a Material Adverse Effect. None of the Company or its Subsidiaries has received from any Governmental Authorities any notice of any condemnation
of, or zoning change affecting, the properties of the Company and its Subsidiaries, and the Company knows of no such condemnation or zoning
change which is threatened, except for such that would not reasonably be expected to interfere in any material respect with the use made
and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, individually
or in the aggregate.
(xxvii) Environmental
Laws. The Company and its Subsidiaries (i) are in compliance with any and all applicable federal, state, local and foreign laws,
rules, regulations, decisions and orders relating to the protection of human health and safety, the environment or hazardous or toxic
substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (ii) have received and
are in compliance with all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their
respective businesses as described in the Registration Statement, the General Disclosure Package or the Prospectus; and (iii) have
not received notice of any actual or potential liability for the investigation or remediation of any disposal or release of hazardous
or toxic substances or wastes, pollutants or contaminants, except, in the case of any of clauses (i), (ii) or (iii) above, for
any such failure to comply or failure to receive required permits, licenses, other approvals or liability as would not, individually or
in the aggregate, reasonably be expected to have a Material Adverse Effect.
12
(xxviii) Disclosure
Controls. The Company and each of its Subsidiaries maintain systems of internal accounting controls sufficient to provide reasonable
assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions
are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and
to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific
authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate
action is taken with respect to any differences. The Company’s internal control over financial reporting is effective and the Company
is not aware of any material weaknesses in its internal control over financial reporting. Since the date of the latest audited financial
statements of the Company included in the Prospectus, there has been no change in the Company’s internal control over financial
reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial
reporting (other than as set forth in the Registration Statement, General Disclosure Package or Prospectus). The Company has established
disclosure controls and procedures (as defined in 1934 Act Regulations Rules 13a-15 and 15d-15) for the Company and designed such
disclosure controls and procedures to ensure that material information relating to the Company and each of its Subsidiaries is made known
to the certifying officers by others within those entities, particularly during the period in which the Company’s Annual Report
on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, is being prepared. The Company’s certifying officers
have evaluated the effectiveness of the Company’s disclosure controls and procedures as of a date within 90 days prior to the filing
date of the Form 10-K for the fiscal year most recently ended (such date, the “Evaluation Date”). The Company
presented in its Form 10-K for the fiscal year most recently ended the conclusions of the certifying officers about the effectiveness
of the disclosure controls and procedures based on their evaluations as of the Evaluation Date and the disclosure controls and procedures
are effective. Since the Evaluation Date, there have been no significant changes in the Company’s internal controls (as such term
is defined in Item 307(b) of Regulation S-K under the 1933 Act) or, to the Company’s knowledge, in other factors that could
significantly affect the Company’s internal controls.
(xxix) Sarbanes-Oxley.
There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as
such, to comply in all material respects with any applicable provisions of the Sarbanes-Oxley Act and the rules and regulations promulgated
thereunder. The principal executive officer and principal financial officer of the Company (or each former principal executive officer
of the Company and each former principal financial officer of the Company as applicable) has made all certifications required by Sections
302 and 906 of the Sarbanes-Oxley Act with respect to all reports, schedules, forms, statements and other documents required to be filed
by it or furnished by it to the Commission. For purposes of the preceding sentence, “principal executive officer” and “principal
financial officer” shall have the meanings given to such terms in the Sarbanes-Oxley Act.
(xxx) Brokers.
Neither the Company nor any of the Subsidiaries has incurred any liability for any finder’s fees, brokerage commissions or similar
payments in connection with the transactions herein contemplated, except as may otherwise exist with respect to or pursuant to this Agreement.
13
(xxxi) Labor
Disputes and Matters. Neither the Company or any of its Subsidiaries employs any person represented by a union or collective bargaining
unit. No labor disturbance by or dispute with employees of the Company or any of its Subsidiaries exists or, to the knowledge of the Company,
is threatened which would reasonably be expected to have a Material Adverse Effect.
(xxxii) Investment
Company Act. Neither the Company nor any of the Subsidiaries is, or will be, either after receipt of payment for the Securities or
after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the General
Disclosure Package or the Prospectus, required to register as an “investment company” or an entity “controlled”
by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “1940
Act”).
(xxxiii) Operations.
The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with applicable financial
record keeping and reporting requirements of applicable law, including the Currency and Foreign Transactions Reporting Act of 1970, as
amended, the money laundering statutes of all jurisdictions to which the Company or its Subsidiaries are subject, the rules and regulations
thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority
(collectively, the “Money Laundering Laws”); and no action, suit or proceeding by or before any Governmental Authority
involving the Company or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company,
threatened.
(xxxiv) ERISA.
To the knowledge of the Company, each material employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”), that is maintained, administered or contributed to by the Company
or any of its affiliates for employees or former employees of the Company and any of its Subsidiaries has been maintained in material
compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited
to ERISA and the Internal Revenue Code of 1986, as amended (the “Code”); no prohibited transaction, within the meaning
of Section 406 of ERISA or Section 4975 of the Code, has occurred which would result in a material liability to the Company
with respect to any such plan excluding transactions effected pursuant to a statutory or administrative exemption; and for each such plan
that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, no “accumulated funding
deficiency” as defined in Section 412 of the Code has been incurred, whether or not waived, and the fair market value of the
assets of each such plan (excluding for these purposes accrued but unpaid contributions) exceeds the present value of all benefits accrued
under such plan determined using reasonable actuarial assumptions. Each of the material employee benefit plans of the Company complies
in all material respects with applicable law.
(xxxv) Forward-Looking
Statements. Each financial or operational projection or other “forward-looking statement” (as defined by Section 27A
of the 1933 Act or Section 21E of the 1934 Act, or as defined by any other applicable securities laws) contained in the Registration
Statement, the General Disclosure Package 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) 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 an executive officer or director of the
Company that it was false or misleading.
(xxxvi) Margin
Rules. Neither the issuance, sale and delivery of the Securities 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.
14
(xxxvii) Insurance.
The Company and each of its Subsidiaries carry, or are covered by, insurance in such amounts and covering such risks as the Company and
each of its Subsidiaries reasonably believe are adequate for the conduct of their business and as is customary for companies engaged in
similar businesses in similar industries.
(xxxviii) Lending
Relationship. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company (i) does
not have any material lending or other relationship with any banking or lending affiliate of any Underwriter and (ii) does not
intend to use any of the proceeds from the sale of the Securities to repay any outstanding debt owed to any affiliate of any Underwriter.
(xxxix) No
Improper Practices. (i) The Company has not offered, or caused any underwriter to offer, Common Stock to any person with the
intent to influence unlawfully (A) a customer or supplier of the Company or any Subsidiary to alter the customer’s or supplier’s
level or type of business with the Company or any Subsidiary or (B) a trade journalist or publication to write or publish favorable
information about the Company or any Subsidiary or any of their respective products or services. (ii) Neither the Company nor any
Subsidiary nor any director, officer or employee of the Company or any Subsidiary nor, to the Company’s knowledge, any agent, affiliate
or other person acting on behalf of the Company or any Subsidiary has (A) violated or is in violation of any applicable provision
of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-bribery or anti-corruption law (collectively,
“Anti-Corruption Laws”), (B) promised, offered, provided, attempted to provide or authorized the provision of
anything of value, directly or indirectly, to any person for the purpose of obtaining or retaining business, influencing any act or decision
of the recipient or securing any improper advantage, or (C) made any payment of funds of the Company or any Subsidiary or received
or retained any funds in violation of any Anti-Corruption Laws.
(xl) Sanctions.
(i) The Company represents that, to the best of its knowledge, neither the Company nor any of its Subsidiaries (collectively, the
“Entity”) or, any director, officer, employee, agent, affiliate or representative of the Entity, is a government, individual,
or entity (in this paragraph (xl), “Person”) that is, or is owned or controlled by a Person that is:
(A) the
subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”),
the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authorities, including
designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List or other
similar applicable legislation or rules (as amended, collectively, “Sanctions”), nor
(B) located,
organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory
(including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea
Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine (or any other Covered Region
of Ukraine identified pursuant to Executive Order 14065), Cuba, Iran, North Korea and Syria (before July 1, 2025)) (the “Sanctioned
Countries”).
15
(ii) The
Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise
make available such proceeds to any subsidiary, joint venture partner or other Person:
(A) to
fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or
facilitation, is the subject of Sanctions or is a Sanctioned Country; or
(B) in
any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether
as underwriter, advisor, investor or otherwise).
(iii) The
Entity represents and covenants that, since April 24, 2019, it has not engaged in, is not now engaging in, and will not engage in,
any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was
the subject of Sanctions or is or was a Sanctioned Country.
(xli) Compliance
with Laws. Each of the Company and its Subsidiaries: (i) is and at all times has been in compliance with all statutes, rules,
or regulations applicable to the ownership, testing, development, manufacture, packaging, processing, use, distribution, marketing, labeling,
promotion, sale, offer for sale, storage, import, export or disposal of any product manufactured or distributed by the Company or its
Subsidiaries (“Applicable Laws”), except as would not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect; (ii) has not received any FDA Form 483, notice of adverse finding, warning letter, untitled
letter or other correspondence or notice from the FDA or any other Governmental Authority 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 (“Authorizations”); (iii) possesses all material Authorizations and such Authorizations
are valid and in full force and effect and are not in material violation of any term of any such Authorizations; (iv) has 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 Authorizations and
has no knowledge that any such Governmental Authority or third party is considering any such claim, litigation, arbitration, action, suit,
investigation or proceeding; (v) has not received notice that any Governmental Authority has taken, is taking or intends to take
action to limit, suspend, modify or revoke any Authorizations and has no knowledge that any such Governmental Authority is considering
such action; (vi) has 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 Authorizations and that all such reports, documents,
forms, notices, applications, records, claims, submissions and supplements or amendments were complete and correct on the date filed (or
were corrected or supplemented by a subsequent submission); and (vii) has not, either voluntarily or involuntarily, initiated, conducted,
or issued or caused to be initiated, conducted or issued, any recall, market withdrawal or replacement, safety alert, post-sale warning,
“dear healthcare provider” letter, or other notice or action relating to the alleged lack of safety or efficacy of any product
or any alleged product defect or violation and, to the Company’s knowledge, no third party has initiated, conducted or intends to
initiate any such notice or action.
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(xlii) Stock
Exchange Listing. The Common Stock is listed on the Nasdaq Capital Market of the NASDAQ, and the Company has taken no action designed
to, or likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act or delisting the Common Stock
from the Nasdaq Capital Market. Except as set forth in the Registration Statement, the General Disclosure Package or the Prospectus, the
Company has not received any notification that the Commission or the NASDAQ is contemplating terminating such registration or listing.
To the Company’s knowledge, it is in compliance with all applicable listing requirements of the Nasdaq Capital Market, except as
disclosed in the Registration Statement, the General Disclosure Package or the Prospectus.
(xliii) FINRA
Matters. All of the information provided to the Underwriters or to counsel for the Underwriters by the Company, its counsel, its officers
and directors and the holders of any securities (debt or equity) or options to acquire any securities of the Company in connection with
the offering of the Securities is true, complete, correct and compliant with FINRA’s rules in all material respects and any
letters, filings or other supplemental information provided to FINRA pursuant to FINRA Rules is true, complete and correct in all
material respects.
(xliv) Cybersecurity.
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,
and, to the knowledge of the Company, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other
corruptants. The Company and its Subsidiaries have implemented 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 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. There have been no 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.
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(xlv) Compliance
with Data Privacy Laws. 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
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, to the knowledge of the Company, at all times made all disclosures to users or customers required
by applicable laws and regulatory rules or requirements, 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.
(xlvi) Related
Party Disclosure. No relationship, direct or indirect, exists between or among the Company, on the one hand, and the directors, officers,
shareholders, customers or suppliers of the Company, on the other hand, that is required to be described in the Registration Statement,
the General Disclosure Package or the Prospectus which is not so described.
Any certificate signed by
any officer of the Company or any of its Subsidiaries and delivered to any Underwriter or to counsel for the Underwriters in connection
with the offering, or the purchase and sale, of the Securities shall be deemed a representation and warranty by the Company to each Underwriter
as to the matters covered thereby.
The Company has a reasonable
basis for making each of the representations set forth in this Section 1. The Company acknowledges that the Underwriters and, for
purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel to the Company and counsel to the Underwriters, will
rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.
SECTION 2. Sale
and Delivery to Underwriters; Closing.
(a) Initial
Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set
forth, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees
to purchase from the Company, at the purchase price set forth in Schedule B-1, that number of Firm Shares set forth in Schedule A
opposite the name of such Underwriter, plus any additional number of Firm Shares which such Underwriter may become obligated to purchase
pursuant to the provisions of Section 10 hereof, subject, in each case, to such adjustments among the Underwriters as the Representatives
in their sole discretion shall make to eliminate any sales or purchases of fractional shares.
(b) Option
Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions
herein set forth, the Company grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 8,333,333
Shares and/or Warrants to purchase up to 8,333,333 additional shares of Common Stock (collectively, the “Option Securities”),
in each case, at the price per Share and/or price per Warrant, respectively, set forth in Schedule B-1, less an amount per share
equal to any dividends or distributions declared by the Company and payable on the Firm Shares and Firm Warrants but not payable on the
Option Shares and Option Warrants, respectively. The option hereby granted may be exercised for 30 days after the date hereof and
may be exercised in whole or in part at any time from time to time upon notice by the Representatives to the Company setting forth the
number of Option Shares and/or Option Warrants as to which the several Underwriters are then exercising the option and the time and date
of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall
be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any
event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Shares and/or Option Warrants, each
of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares and/or Warrants
then being purchased which the number of Firm Shares set forth in Schedule A opposite the name of such Underwriter bears to the total
number of Firm Shares, subject, in each case, to such adjustments as the Representatives in their sole discretion shall make to eliminate
any sales or purchases of fractional shares
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(c) Payment.
Payment of the purchase price for, and delivery of certificates or security entitlements for, the Initial Securities shall be made at
the offices of Paul Hastings LLP, The MetLife Building, 200 Park Avenue, New York, New York 10166, or at such other place as shall be
agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on August 14, 2026 (unless postponed
in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be
agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”).
In addition, in the event
that any or all of the Option Shares and/or Option Warrants are purchased by the Underwriters, payment of the purchase price for, and
delivery of certificates or security entitlements for, such Option Shares and/or Option Warrants shall be made at the above-mentioned
offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified
in the notice from the Representatives to the Company.
The Company shall (i) deliver,
or cause to be delivered through the facilities of Depositary Trust Company (“DTC”) unless the Representatives shall otherwise
instruct, to the Representatives for the accounts of the several Underwriters, the Firm Shares, and (ii) deliver, or cause to be
delivered, to the purchasers thereof the Firm Warrants in accordance with the Underwriters’ instructions to be sold by them, in
each case at the Closing Time, against release of a wire transfer of immediately available funds for the amount of the purchase price
therefor. The Company shall (i) deliver, or cause to be delivered through the facilities of DTC unless the Representatives shall
otherwise instruct, to the Representatives for the accounts of the several Underwriters, the Option Shares, and (ii) deliver, or
cause to be delivered, to the purchasers thereof the Option Warrants in accordance with the Underwriters’ instructions to be sold
by them, in each case at the Closing Time or the applicable Date of Delivery, as the case may be, against the release of a wire transfer
of immediately available funds for the amount of the purchase price therefor. Delivery of the Shares shall be made by credit to the accounts
designated by the Representatives through DTC’s full fast transfer or DWAC programs. If the Representatives so elect, the Shares
shall be registered in such names and denominations as the Representatives shall have requested at least one full business day prior to
the Closing Time (or the applicable Date of Delivery, as the case may be) and shall be made available for inspection on the business day
preceding the Closing Time (or the applicable Date of Delivery, as the case may be) at a location in New York City as the Representatives
may designate; provided, however, that if the Company, upon the instruction of the Representatives, registers the Warrants in the name
of any person or entity to whom any Underwriter intends to sell such Warrants, then such Underwriter shall have the right to thereafter
request the re-registration of such Warrants (and the Company shall be required to re-register such Warrants ) in the name of any other
person or entity (it being understood that such re-registration is intended to permit an Underwriter to resell such Warrants in the event
that the person or entity to whom such Underwriter originally intended to sell such Warrants shall fail to pay the purchase price of such
Warrants). Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the
obligations of the Underwriters. In the event that the Firm Shares (and Option Shares, if elected by the Representatives) are not delivered
to the Representatives by 2:30 p.m., New York City time, at the Closing Time (and the Date of Delivery, if elected by the Representatives),
the Company will return (or will instruct its custodian to return) payment of the full purchase price to the Representatives’ agent,
Pershing LLC, via same day funds by 4:30 p.m., New York City time. The Company shall remain liable to Pershing LLC for the full amount
of the purchase price and any costs associated with recovering the purchase price until the full amount has been received by Pershing
LLC.
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SECTION 3. Covenants
of the Company. The Company covenants with each Underwriter as follows:
(a) Compliance
with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements
of Rule 430B, and will notify the Representatives as soon as practicable, and confirm the notice in writing, (i) when any post-effective
amendment to the Registration Statement shall become effective or any amendment or supplement to the Prospectus shall have been filed,
(ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration
Statement or any amendment or supplement to the Prospectus (including any document incorporated by reference therein) or for additional
information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement
or any post-effective amendment or of any order preventing or suspending the use of any preliminary prospectus or the Prospectus, or of
the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of
any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning
the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection
with the offering of the Securities. The Company will effect all filings required under Rule 424(b), in the manner and within the
time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary
to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by the
Commission and, in the event that it was not, it will promptly file such prospectus. The Company will make every reasonable effort to
prevent the issuance of any stop order, prevention or suspension and, if any such order is issued, to obtain the lifting thereof at the
earliest possible moment.
(b) Continued
Compliance with Securities Laws. The Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act
Regulations so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Registration
Statement, the General Disclosure Package and the Prospectus. If at any time when a prospectus relating to the Securities is (or, but
for the exception afforded by Rule 172 of the 1933 Act Regulations (“Rule 172”), would be) required by the
1933 Act to be delivered in connection with sales of the Securities, any event shall occur or condition shall exist as a result of which
it is necessary, in the opinion of counsel for the Underwriters or for the Company, to (i) amend the Registration Statement in order
that the Registration Statement will not include an 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, (ii) amend or supplement the General Disclosure Package
or the Prospectus in order that the General Disclosure Package or the Prospectus, as the case may be, will not include any untrue statement
of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the
circumstances existing at the time it is delivered to a purchaser or (iii) amend the Registration Statement or amend or supplement
the General Disclosure Package or the Prospectus, as the case may be, in order to comply with the requirements of the 1933 Act or the
1933 Act Regulations, the Company will promptly (A) give the Representatives notice of such event, (B) prepare any amendment
or supplement as may be necessary to correct such statement or omission or to make the Registration Statement, the General Disclosure
Package or the Prospectus comply with such requirements and, a reasonable amount of time prior to any proposed filing or use, furnish
the Representatives with copies of any such amendment or supplement and (C) file with the Commission any such amendment or supplement;
provided that the Company shall not file or use any such amendment or supplement to which the Representatives or counsel for the Underwriters
shall reasonably object. The Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters
may reasonably request. The Company has given the Representatives notice of any filings made pursuant to the 1934 Act or the 1934 Act
Regulations within 48 hours prior to the Applicable Time; the Company will give the Representatives notice of its intention to make any
such filing from the Applicable Time to the Closing Time and will furnish the Representatives with copies of any such documents a reasonable
amount of time prior to such proposed filing, as the case may be, and will not file or use any such document to which the Representatives
or counsel for the Underwriters shall reasonably object.
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(c) Delivery
of Registration Statements. The Company has furnished or will deliver to the Representatives and counsel for the Underwriters, upon
request, without charge, signed copies of the Registration Statement as originally filed and each amendment thereto (including exhibits
filed therewith or incorporated by reference therein and documents incorporated or deemed incorporated by reference therein) and signed
copies of all consents and certificates of experts, and will also deliver to the Representatives, upon request, without charge, a conformed
copy of the Registration Statement as originally filed and each amendment thereto (without exhibits) for each of the Underwriters. The
copies of the Registration Statement and each amendment thereto furnished to the Underwriters will be identical to the electronically
transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.
(d) Delivery
of Prospectuses. The Company has delivered to each Underwriter, without charge, as many copies of each preliminary prospectus as such
Underwriter reasonably requested, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The
Company will furnish to each Underwriter, without charge, during the period when a prospectus relating to the Securities is (or, but for
the exception afforded by Rule 172, would be) required to be delivered under the 1933 Act, such number of copies of the Prospectus
(as amended or supplemented) as such Underwriter may reasonably request. The Prospectus and any amendments or supplements thereto furnished
to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except
to the extent permitted by Regulation S-T.
(e) Blue
Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters, to qualify the Securities
for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives
may reasonably designate and to maintain such qualifications in effect so long as required to complete the distribution of the Securities;
provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign
corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect
of doing business in any jurisdiction in which it is not otherwise so subject.
(f) Rule 158.
The Company will timely file such reports pursuant to the 1934 Act and 1934 Act Regulations as are necessary in order to make generally
available to its securityholders as soon as practicable an earning statement for the purposes of, and to provide to the Underwriters the
benefits contemplated by, the last paragraph of Section 11(a) of the 1933 Act.
(g) Use
of Proceeds. The Company will use the net proceeds received by it from the sale of the Securities in all material respects in the
manner specified in the Registration Statement, the General Disclosure Package and the Prospectus under the heading “Use of Proceeds.”
(h) Listing.
The Company will use its reasonable best efforts to effect and maintain the listing of the Common Stock (including the Shares and the
Warrant Shares) on the Nasdaq Capital Market.
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(i) Restriction
on Sale of Securities. During a period of 60 days from the date of the Prospectus, the Company will not, without the prior written
consent of the Representatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of
any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially
submit any registration statement under the 1933 Act with respect to any of the foregoing, (ii) enter into any swap or any other
agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the
Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common
Stock or such other securities, in cash or otherwise or (iii) publicly announce an intention to effect any such swap, agreement or
other transaction described in clauses (i) and (ii). The foregoing sentence shall not apply to (A) the Securities to be sold
hereunder, including, for the avoidance of doubt, the issuance by the Company of the Warrant Shares upon the exercise of the Warrants;
(B) the issuance of shares of Common Stock or options to purchase shares of Common Stock or restricted stock units or similar equity
securities, or the issuance of shares of Common Stock upon exercise of options, settlement of restricted stock units or similar equity
securities, pursuant to any options, share bonus or other share plan or arrangement pursuant to an incentive plan in effect on the date
hereof and described in the Registration Statement, the General Disclosure Package and the Prospectus; (C) filing a registration
statement on Form S-8 in respect of the issuance, vesting, exercise or settlement of equity awards to officers or directors granted
or to be granted pursuant to an incentive plan in effect on the date hereof and described in the Registration Statement, General Disclosure
Package and the Prospectus; (D) the issuance of any shares of Common Stock upon the exercise of an option or warrant or upon the
conversion of a convertible security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure
Package and the Prospectus; and (E) the issuance of Common Stock or Related Securities in connection with an acquisition, business
combination, any collaboration, licensing or joint venture or other strategic transaction involving the Company (including the filing
of a registration statement on Form S-4 or other appropriate form with respect thereto) so long as the purpose of such issuance is
not solely for capital raising and provided that the aggregate number of shares of Common Stock or Related Securities that the Company
may issue or agree to issue pursuant to this clause (E) shall not exceed 5% of the total number of shares of Common Stock issued
and outstanding immediately following the completion of the transactions contemplated by this Agreement. For purposes of the foregoing,
“Related Securities” shall mean any options or warrants or other rights to acquire Common Stock or any securities exchangeable
or exercisable for or convertible into Common Stock, or to acquire other securities or rights ultimately exchangeable or exercisable for,
or convertible into, Common Stock.
(j) Reporting
Requirements. The Company, during the period when a Prospectus relating to the Securities is (or, but for the exception afforded by
Rule 172, would be) required to be delivered under the 1933 Act, will file all documents required to be filed with the Commission
pursuant to the 1934 Act within the time periods required by the 1934 Act and 1934 Act Regulations. Additionally, the Company shall report
the use of proceeds from the issuance of the Securities as may be required under Rule 463 under the 1933 Act.
(k) Issuer
Free Writing Prospectuses. The Company agrees that, unless it obtains the prior written consent of the Representatives, it will not
make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a
“free writing prospectus,” or a portion thereof, required to be filed by the Company with the Commission or retained by the
Company under Rule 433; provided that the Representatives will be deemed to have consented to the Issuer Free Writing Prospectuses
listed on Schedule B-2 hereto and any “road show that is a written communication” within the meaning of Rule 433(d)(8)(i) that
has been reviewed by the Representatives. The Company represents that it has treated or agrees that it will treat each such free writing
prospectus consented to, or deemed consented to, by the Representatives as an “issuer free writing prospectus,” as defined
in Rule 433, and that it has complied and will comply with the applicable requirements of Rule 433 with respect thereto, including
timely filing with the Commission where required, legending and record keeping. If at any time following issuance of an Issuer Free Writing
Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would
conflict with the information contained in the Registration Statement, any preliminary prospectus or the Prospectus 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 existing at that subsequent time, not misleading, the Company will promptly notify the Representatives
and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict,
untrue statement or omission.
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(l) Testing-the-Waters
Materials. If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event
or development as a result of which such Written Testing-the-Waters Communication 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
existing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement,
at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission.
(m) Reservation
of Shares. The Company shall, at all times while any Warrants are outstanding, reserve and keep available out of the aggregate of
its authorized but unissued and otherwise unreserved shares of Common Stock, solely for the purpose of enabling it to issue Warrant Shares
upon exercise of such Warrants, the number of Warrant Shares that are initially issuable and deliverable upon the exercise of the then-outstanding
Warrants.
(n) Warrant
Commissions. Upon any exercise for cash of any Warrants issued pursuant to this Agreement on the Closing Time, the Company shall pay
the Representatives within five (5) Business Days of the Company’s receipt of the exercise price, a commission equal to 6.0%
of the gross exercise price received by the Company with respect thereto if and to the extent the payment of such commission is not prohibited
under FINRA rules and regulations, including FINRA Rule 5110(g)(10).
SECTION 4. Payment
of Expenses.
(a) Expenses.
The Company will pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including (i) the
preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and each
amendment thereto, (ii) the preparation, printing and delivery to the Underwriters of copies of each preliminary prospectus, each
Issuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery
of any of the foregoing by the Underwriters to investors, (iii) the preparation, issuance and delivery of the certificates or security
entitlements for the Securities to the Underwriters, including any stock or other transfer taxes and any stamp or other duties payable
upon the sale, issuance or delivery of the Securities to the Underwriters, (iv) the fees and disbursements of the Company’s
counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions
of Section 3(e) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection
therewith and in connection with the preparation of a “Blue Sky Survey” and any supplement thereto, (vi) the fees and
expenses of any transfer agent or registrar for the Securities, (vii) the costs and expenses of the Company relating to investor
presentations on any “road show” undertaken in connection with the marketing of the Securities, including without limitation,
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, travel and lodging expenses of the representatives and officers of the Company and any such consultants,
and one-half of the cost of aircraft and other transportation chartered in connection with the road show, (viii) the filing fees
incident to, and the reasonable fees and disbursements of counsel to the Underwriters in connection with, the review by FINRA of the terms
of the sale of the Securities (which fees and disbursements of counsel, together with the fees from subclause (v), above, and this subclause
(viii) shall not exceed $30,000), (ix) the reasonable fees and disbursements of counsel to the Underwriters, and in an amount
not to exceed $125,000 in the aggregate, inclusive of any fees reimbursed pursuant to subclause (viii), above, (x) the fees and expenses
incurred in connection with the listing of the Shares and the Warrant Shares on the Nasdaq Capital Market, and (xi) the costs and
expenses (including, without limitation, any damages or other amounts payable in connection with legal or contractual liability) associated
with the reforming of any contracts for sale of the Securities made by the Underwriters caused by a breach of the representation contained
in the third sentence of Section 1(a)(ii). Except as provided in this Section 4, Section 6 or Section 7, the Underwriters
shall pay their own expenses, including the fees and disbursements of their counsel and one-half of the cost of aircraft and other transportation
chartered in connection with the road show.
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(b) Termination
of Agreement. If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5, Section 9(a)(i),
Section 9(a)(iii) or Section 10 hereof, the Company shall reimburse the Underwriters for all of their reasonably documented
out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters; provided, however, that if this
Agreement is terminated by the Representatives pursuant to Section 10 hereof, the Company shall have no obligation to reimburse any
out of pocket expenses of any Underwriter that has failed to purchase the Securities that such Underwriter has agreed to purchase hereunder.
SECTION 5. Conditions
of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations
and warranties of the Company contained herein or in certificates of any officer of the Company or any of its Subsidiaries delivered pursuant
to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder, and to the following further
conditions:
(a) Effectiveness
of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, has become effective
and, at the Closing Time, no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto
has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been
issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated;
and the Company has complied with each request (if any) from the Commission for additional information to the reasonable satisfaction
of counsel to the Underwriters.
(b) Opinion
of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and the negative assurance letter,
each dated the Closing Time, of Cooley LLP, counsel for the Company, in such form and substance previously agreed to by, and reasonably
satisfactory to, counsel for the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they
have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and its subsidiaries
and certificates of public officials.
(c) Opinion
of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the opinion, and negative assurance letter,
each dated the Closing Time, of Paul Hastings LLP, counsel for the Underwriters, together with signed or reproduced copies of such letters
for each of the other Underwriters in form and substance previously agreed to by, and reasonably satisfactory, to the Representatives.
In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State
of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions
of counsel satisfactory to the Representatives. Such counsel may also state that, insofar as such opinion involves factual matters, they
have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and its subsidiaries
and certificates of public officials.
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(d) Officers’
Certificate. At the Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information
is given in the Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change in the condition,
financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries considered as one
enterprise, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the
principal executive officer of the Company and of the principal financial officer of the Company, dated the Closing Time, to the effect
that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company in this Agreement
are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) the Company has
complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, and
(iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issued, no order preventing
or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have
been instituted or are pending or, to their knowledge, contemplated.
(e) Accountant’s
Comfort Letter. At the time of the execution of this Agreement, the Representatives shall have received from KPMG LLP a letter, dated
such date, in form and substance satisfactory to the Representatives, together with signed or reproduced copies of such letter for each
of the other Underwriters containing statements and information of the type ordinarily included in accountants’ “comfort letters”
to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the
General Disclosure Package and the Prospectus.
(f) Bring-down
Comfort Letter. At the Closing Time, the Representatives shall have received from KPMG LLP a letter, dated as of the Closing Time,
to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection (e) of this Section, except that
the specified date referred to shall be a date not more than three business days prior to the Closing Time.
(g) Chief
Financial Officer’s Certificate. At the time of the execution of this Agreement and at the Closing Time, the Representatives
shall have received a certificate of the Company’s Chief Financial Officer, dated as of such date, as the case may be, in form and
substance satisfactory to counsel for the Underwriters.
(h) Approval
of Listing. At the Closing Time, the Shares shall have been approved for listing on the Nasdaq Capital Market, subject only to official
notice of issuance.
(i) Lock-up
Agreements. At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Exhibit A
hereto signed by all of the Company’s directors, officers and certain securityholders.
(j) Conditions
to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof
to purchase all or any portion of the Option Securities, the representations and warranties of the Company contained herein and the statements
in any certificates furnished by the Company and any of its Subsidiaries hereunder shall be true and correct as of each Date of Delivery
and, at the relevant Date of Delivery, the Representatives shall have received:
(i) Officers’
Certificate. A certificate, dated such Date of Delivery, of the principal executive officer of the Company and of the principal financial
officer of the Company confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains
true and correct as of such Date of Delivery.
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(ii) Opinion
of Counsel for Company. The opinion and the negative assurance letter of Cooley LLP, counsel for the Company in form and substance
satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date
of Delivery and otherwise to the same effect as the opinion required by Section 5(b) hereof.
(iii) Opinion
of Counsel for Underwriters. The opinion and the negative assurance letter of Paul Hastings LLP, counsel for the Underwriters, dated
such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as
the opinion required by Section 5(c) hereof.
(iv) Bring-down
Comfort Letter. A letter from KPMG LLP, in form and substance satisfactory to the Representatives and dated such Date of Delivery,
substantially in the same form and substance as the letter furnished to the Representatives pursuant to Section 5(f) hereof,
except that the specified date referred to shall be a date not more than three business days prior to such Date of Delivery.
(v) Chief
Financial Officer’s Certificate. A certificate, dated such Date of Delivery, of the Chief Financial Officer of the Company substantially
in the same form and substance as the certificate furnished to the Representatives pursuant to Section 5(g) hereof.
(k) Additional
Documents. At the Closing Time and at each Date of Delivery (if any), counsel for the Underwriters shall have been furnished with
such other documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of
the Securities as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment
of any of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Securities
as herein contemplated shall be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters.
(l) Termination
of Agreement. If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled,
this Agreement, or, in the case of any condition to the purchase of Option Securities on a Date of Delivery which is after the Closing
Time, the obligations of the several Underwriters to purchase the relevant Option Securities, may be terminated by the Representatives
by notice to the Company at any time at or prior to Closing Time or such Date of Delivery, as the case may be, and such termination shall
be without liability of any party to any other party except as provided in Section 4 and except that Sections 1, 4, 6, 7, 8, 14,
15 and 16 shall survive any such termination and remain in full force and effect.
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SECTION 6. Indemnification.
(a) Indemnification
of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates (as such term is defined in Rule 501(b) under
the 1933 Act (each, an “Affiliate”)), its selling agents and each person, if any, who controls any Underwriter within
the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:
(i) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of 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, 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 arising out of any untrue statement or alleged untrue statement of a material
fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication,
the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information
provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing
Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically),
or the omission or alleged omission in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters
Communication, the General Disclosure Package, the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials 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;
(ii) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement
of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever
based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below)
any such settlement is effected with the written consent of the Company;
(iii) against
any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representatives), reasonably
incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency
or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue
statement or omission, to the extent that any such expense is not paid under (i) or (ii) above;
provided, however, that this indemnity agreement
shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged
untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part
thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance
upon and in conformity with the Underwriter Information.
(b) Indemnification
of Company, Directors and Officers. Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each
of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15
of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity
contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue
statements or omissions, made in the Registration Statement (or any amendment thereto), including any information deemed to be a part
thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance
upon and in conformity with the Underwriter Information.
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(c) Actions
against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying
party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying
party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result
thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement.
In the case of parties indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall be selected by the
Representatives, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties
shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action; provided,
however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified
party. In no event shall the indemnifying parties be liable for the reasonable fees and expenses of more than one counsel (in addition
to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar
or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall,
without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect
to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever
in respect of which indemnification or contribution could be sought under this Section 6 or Section 7 hereof (whether or not
the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional
release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does
not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.
(d) Settlement
without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse
the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the
nature contemplated by Section 6(a)(ii) effected without its written consent if (i) such settlement is entered into more
than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received
notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party
shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
SECTION 7. Contribution.
If the indemnification provided for in Section 6 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified
party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute
to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in
such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the Underwriters, on
the other hand, from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) 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 of the Underwriters, on the other hand, in connection
with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant
equitable considerations.
The relative benefits received
by the Company, on the one hand, and the Underwriters, on the other hand, in connection with the offering of the Securities pursuant to
this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Securities
pursuant to this Agreement (before deducting expenses) received by the Company, on the one hand, and the total underwriting discount received
by the Underwriters, on the other hand, in each case as set forth on the cover of the Prospectus, bear to the aggregate initial public
offering price of the Securities as set forth on the cover of the Prospectus.
The relative fault of the
Company, on the one hand, and the Underwriters, 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 or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.
The Company and the Underwriters
agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even
if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this Section 7. The aggregate amount of losses, liabilities, claims, damages and expenses
incurred by an indemnified party and referred to above in this Section 7 shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding
by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement
or omission or alleged omission.
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Notwithstanding the provisions
of this Section 7, no Underwriter shall be required to contribute any amount in excess of the underwriting discounts and commissions
received by such Underwriter in connection with the Securities underwritten by it and distributed to the public.
No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation.
For purposes of this Section 7,
each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934
Act and each Underwriter’s Affiliates and selling agents shall have the same rights to contribution as such Underwriter, 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 Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution
as the Company. The Underwriters’ respective obligations to contribute pursuant to this Section 7 are several in proportion
to the number of Firm Securities set forth opposite their respective names in Schedule A hereto and not joint.
SECTION 8. Representations,
Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement or in certificates
of officers of the Company or any of its Subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect regardless
of (i) any investigation made by or on behalf of any Underwriter or its Affiliates or selling agents, any person controlling any
Underwriter, its officers or directors or any person controlling the Company and (ii) delivery of and payment for the Securities.
SECTION 9. Termination
of Agreement.
(a) Termination.
The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if there
has been, in the judgment of the Representatives, since the time of execution of this Agreement or since the respective dates as of which
information is given in the Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change in the
condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries considered
as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse
change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation
thereof or other calamity or crisis or any change or development involving a prospective change in U.S. or international political, financial
or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable
or inadvisable to proceed with the completion of the offering or to enforce contracts for the sale of the Securities, or (iii) if
trading in any securities of the Company has been suspended or materially limited by the Commission or the Nasdaq Capital Market, or (iv) if
trading generally on the NYSE MKT or the New York Stock Exchange or in the Nasdaq Capital Market has been suspended or materially limited,
or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or
by order of the Commission, FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking
or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe, or
(vi) if a banking moratorium has been declared by either Federal or New York authorities.
29
(b) Liabilities.
If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party
except as provided in Section 4 hereof, and provided further that Sections 1, 4, 6, 7, 8, 15, 16, 17, 18 and 19 shall survive such
termination and remain in full force and effect.
SECTION 10. Default
by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Date of Delivery to purchase
the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives
shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any
other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon
the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(i) if
the number of Defaulted Securities does not exceed 10% of the number of Securities to be purchased on such date, each of the non-defaulting
Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective
underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(ii) if
the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such date, this Agreement or, with respect
to any Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company to sell,
the Option Securities to be purchased and sold on such Date of Delivery shall terminate without liability on the part of any non-defaulting
Underwriter.
No action taken pursuant to
this Section shall relieve any defaulting Underwriter from liability in respect of its default.
In the event of any such default
which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which
does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities,
as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone the Closing Time or
the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the
Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the
term “Underwriter” includes any person substituted for an Underwriter under this Section 10.
SECTION 11. Notices.
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted
by any standard form of telecommunication. Notices to the Underwriters shall be directed to Piper Sandler & Co. at 1251 Avenue
of the Americas, 6th Floor, New York, New York 10022, Attention: General Counsel and BTIG, LLC at 350 Bush Street, 9th Floor, San Francisco,
California 94104, Attention: IB Legal, with a copy to Paul Hastings LLP, The MetLife Building, 200 Park Avenue, New York, New York 10166,
Attention: Siavosh Salimi and William A. Magioncalda. Notices to the Company shall be directed to Outlook Therapeutics, Inc., 111
S. Wood Avenue, Unit #100, Iselin, New Jersey 08830, Attention: Lawrence A. Kenyon, with a copy to Cooley LLP, 55 Hudson Yards, New
York, New York 10001, Attention: Yvan-Claude Pierre and Courtney M.W. Tygesson.
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SECTION 12. No
Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (a) the purchase and sale of the Securities pursuant
to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions,
is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand,
(b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely
as a principal and is not the agent or fiduciary of the Company, any of its Subsidiaries or their respective stockholders, creditors,
employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the
Company with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised
or is currently advising the Company or any of its Subsidiaries on other matters) and no Underwriter has any obligation to the Company
with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters
and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company
and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Securities
and the Company has consulted its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.
SECTION 13. Recognition
of the U.S. Special Resolution Regimes. In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding
under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under
this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this
Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.
In the event that any Underwriter
that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime,
Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent
than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the
United States or a state of the United States.
For purposes of this Agreement,
(A) “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in
accordance with, 12 U.S.C. § 1841(k); (B) “Covered Entity” means any of the following: (i) a “covered
entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank”
as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as
that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (C) “Default Right” has the meaning
assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and
(D) “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated
thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
SECTION 14. Parties.
This Agreement shall each inure to the benefit of and be binding upon the Underwriters and the Company and their respective successors.
Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than
the Underwriters and the Company and their respective successors and the controlling persons and officers and directors referred to in
Sections 6 and 7 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of
this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole
and exclusive benefit of the Underwriters and the Company and their respective successors, and said controlling persons and officers and
directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities
from any Underwriter shall be deemed to be a successor by reason merely of such purchase.
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SECTION 15. Waiver
of Trial by Jury. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates)
and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial
by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
SECTION 16. GOVERNING
LAW. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF, THE STATE OF NEW YORK WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS.
SECTION 17. Consent
to Jurisdiction; Waiver of Immunity. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions
contemplated hereby shall be instituted in (i) the federal courts of the United States of America located in the City and County
of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough
of Manhattan (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.
SECTION 18. TIME.
TIME SHALL BE OF THE ESSENCE OF THIS AGREEMENT. EXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.
SECTION 19. Partial
Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the
validity or enforceability of any other Section, paragraph or provision hereof. If any 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.
SECTION 20. Counterparts.
This Agreement may be executed in any number of counterparts (which may include counterparts delivered by any standard form of telecommunication),
each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same agreement. Counterparts
may be delivered via facsimile, electronic mail (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) or other transmission
method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
SECTION 21. Effect
of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
SECTION 22. Entire
Agreement. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the
Underwriters, or any of them, with respect to the subject matter hereof.
[SIGNATURE PAGES FOLLOW]
32
If the foregoing is in accordance
with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along
with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms.
Very truly yours,
OUTLOOK THERAPEUTICS, INC.
By:
/s/
Lawrence Kenyon
Name: Lawrence Kenyon
Title: Chief Financial Officer
CONFIRMED AND ACCEPTED
As of the date first above written:
PIPER SANDLER & CO.
By:
/s/ Michael Bassett
Name: Michael Bassett
Title: Managing Director
BTIG, LLC
By:
/s/ Michael
Passaro
Name: Michael Passaro
Title: Managing Director, Head of ECM &
Syndicate
For themselves and as Representatives of the other Underwriters named
in Schedule A hereto.
[SIGNATURE PAGE TO UNDERWRITING AGREEMENT]
SCHEDULE A
Underwriter
Number of Firm
Shares
to be Purchased
Number of Firm
Warrants to be Purchased
Piper Sandler & Co.
37,500,000
37,500,000
BTIG, LLC
13,888,889
13,888,889
Brookline Capital Markets, a division of Arcadia Securities, LLC
4,166,667
4,166,667
Total:
55,555,556
55,555,556
SCHEDULE B-1
Pricing Terms
1. The Company is selling 55,555,556 shares of Common Stock and accompanying Warrants to purchase up to 55,555,556
shares of Common Stock.
2. The Company has granted an option to the Underwriters to purchase up to an additional 8,333,333 shares
of Common Stock and/or Warrants to purchase up to 8,333,333 additional shares of Common Stock.
3. The combined public offering price for one Firm Share and accompanying Firm Warrant shall be $0.99 (which
shall be allocated as $0.98 per Firm Share and $0.01 per Warrant).
4. The combined purchase price per Firm Share and accompanying Firm Warrant to be paid by the several Underwriters
to the Company shall be $0.9306 (which shall be allocated as $0.9212 per Firm Share and $0.0094 per Warrant).
5. The Warrants have an exercise price of $1.10 per share of Common Stock.
The Warrants are exercisable any time
following issuance until the date that is five (5) years after the date of issuance, by payment of the exercise price in cash (or
by cashless exercise in certain circumstances).
The Warrants shall not be exercisable
if the respective holder’s ownership would exceed the initial beneficial ownership limit as set by such holder. However, any holder
may increase the initial beneficial ownership percentage, not to exceed 19.99%, if the holder provides at least 61 days notice.
SCHEDULE B-2
Free Writing Prospectuses
None
SCHEDULE B-3
List of Written Testing-the-Waters Communications
None
Exhibit A
FORM OF LOCK-UP AGREEMENT
__________, 2026
Piper Sandler & Co.
BTIG, LLC
as Representatives of the several Underwriters
c/o Piper Sandler & Co.
1251 Avenue of the Americas, 39th Floor
New York, NY 10020
c/o BTIG, LLC
350 Bush Street, 9th Floor
San Francisco, CA 94104
Re: Proposed Public Offering by Outlook Therapeutics, Inc.
Ladies and Gentlemen:
The undersigned, a stockholder,
officer and/or director of Outlook Therapeutics, Inc., a Delaware corporation (the “Company”), understands that
Piper Sandler & Co. (“Piper Sandler”) and BTIG, LLC (together, the “Representatives”) propose
to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering
(the “Public Offering”) of shares of the Company’s common stock, par value $0.01 per share (the “Common
Stock”), and/or of securities convertible or exchangeable or exercisable for Common Stock (the “Securities”).
In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder, an officer and/or a director of
the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned
agrees with each underwriter to be named in the Underwriting Agreement (collectively, the “Underwriters”) that, during
the period beginning on the date hereof and ending on the date that is 60 days from the date of the Underwriting Agreement (the “Lock-Up
Period”), the undersigned will not, without the prior written consent of the Representatives, on behalf of the Underwriters,
directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or
contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of Common Stock or
any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned
or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”),
or exercise any right with respect to the registration of any of the Lock-Up Securities, or file or cause to be filed any registration
statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement
or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities,
whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise.
Notwithstanding the foregoing,
and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of the Representatives,
provided, in each case, that (1) in the case of clauses (i), (ii), (iii) and (iv) below, (A) the Representatives receive
a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee, distributee, or transferee, as the case may
be and (B) any such transfer shall not involve a disposition for value, and (2) in the case of (A) clauses (ii)-(iv) and
(viii) it shall be a condition to such transfer that no filing under Section 16(a) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or other public filing, report or announcement shall be legally required or voluntarily
made during the Lock-Up Period and (B) clauses (i), (v) and (vii) it shall be a condition to such transfer that if any
filing under Section 16(a) of the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial
ownership of shares of Common Stock in connection with such transfer or distribution shall be legally required during the Lock-Up Period,
such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and conditions of such transfer:
(i) as a bona fide gift or gifts including a bona fide gift or gifts to a charitable organization
or educational institution;
(ii) to any member of the immediate family of the undersigned or to any trust for the direct or indirect benefit
of the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family”
shall mean any relationship by blood, marriage or adoption, not more remote than first cousin);
(iii) as a distribution or other transfer by a partnership to its partners or former partners or by a limited
liability company to its members or retired members or by a corporation to its stockholders or former stockholders or to any wholly-owned
subsidiary of such corporation;
(iv) to the undersigned’s affiliates or to any investment fund or other entity controlled or managed
by the undersigned;
(v) by operation of law pursuant to an order of a court or regulatory agency or pursuant to a qualified domestic
relations order or in connection with a divorce settlement;
(vi) by will or intestate succession upon the death of the undersigned;
(vii) to the Company in satisfaction of any tax withholding obligation; or
(viii) in transactions relating to Securities acquired in the Public Offering or in open market transactions
after the completion of the Public Offering.
Furthermore, no provision
in this letter shall be deemed to restrict or prohibit (1) the transfer of the undersigned’s Lock-Up Securities to the Company
in connection with the termination of the undersigned’s services to the Company, provided that any filing under Section 16
of the Exchange Act made in connection with such transfer shall clearly indicate in the footnotes thereto that the filing relates to the
circumstances described in this clause (1); (2) the exercise or exchange by the undersigned of any option or warrant to acquire any
shares of Common Stock or options to purchase shares of Common Stock or vesting and settlement of any restricted stock awards or units,
including the transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to
the Company upon a vesting event of the Company’s securities or upon the exercise or conversion of options or warrants to purchase
the Company’s securities in each case for cash or on a “cashless” or “net exercise” basis or any transfer
to cover tax withholding obligations of the undersigned in connection with such vesting or exercise, pursuant to any stock option, stock
bonus or other stock plan or arrangement; provided, however, that the underlying shares of Common Stock shall continue to be subject to
the restrictions on transfer set forth in this letter and that any filing under Section 16 of the Exchange Act made in connection
with such exercise or exchange shall clearly indicate in the footnotes thereto that (a) the filing relates to the circumstances described
in this clause (2) and (b) the purpose of such transfer was to cover tax withholding obligations of the undersigned in connection
with such vesting or exercise; and (3) the transfer of Lock-Up Securities upon the completion of a bona fide third-party tender offer,
merger, consolidation or other similar transaction made to all holders of the Company’s securities involving a change of control
of the Company; provided, however, that in the event that such tender offer, merger, consolidation or other such transaction is not completed,
such securities held by the undersigned shall remain subject to the restrictions on transfer set forth in this letter.
Notwithstanding anything herein
to the contrary, nothing herein shall prevent the undersigned from establishing a 10b5-1 trading plan that complies with Rule 10b5-1
under the Exchange Act (“10b5-1 Trading Plan”) or from amending an existing 10b5-1 Trading Plan so long as there are
no sales of Lock-Up Securities under any such 10b5-1 Trading Plan during the Lock-Up Period; and provided that any required public disclosure,
announcement or filing under the Exchange Act made by the Company or any person regarding the establishment or amendment of 10b5-1
Trading Plan during the Lock-Up Period shall include a statement that the undersigned is not permitted to transfer, sell or otherwise
dispose of securities under such plan during the Lock-Up Period in contravention of this lock-up agreement, and no public announcement,
report or filing under the Exchange Act, or any other public filing, report or announcement, shall be voluntarily made regarding the establishment
or amendment of such plan during the Lock-Up Period.
The undersigned also agrees
and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of
the Lock-Up Securities except in compliance with the foregoing restrictions. This lock-up agreement shall automatically terminate, and
the undersigned shall be released from the undersigned’s obligations hereunder, upon the earliest to occur, if any, of (i) prior
to the execution of the Underwriting Agreement, the Company advises the Representatives in writing that it has determined not to proceed
with the Public Offering; (ii) the Underwriting Agreement is executed but is terminated prior to the closing of the Public Offering
(other than the provisions thereof which survive termination), or (iii) August 31, 2026, in the event that the Underwriting
Agreement has not been executed by such date.
This agreement shall be governed
by, and construed in accordance with, the laws of the State of New York.
This agreement may be delivered
via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g. www.docusign.com
or www.echosign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered
and be valid and effective for all purposes.
[SIGNATURE PAGE FOLLOWS]
Very truly yours,
Name of Security Holder (Print exact name)
By:
Signature
If not signing in an individual capacity:
Name of Authorized Signatory (Print)
Title of Authorized Signatory (Print)
(indicate capacity of person signing if signing as custodian, trustee,
or on behalf of an entity)
Exhibit B
FORM OF WARRANT
[Filed Separately]
EX-4.1 — EXHIBIT 4.1
EX-4.1
Filename: tm2622399d2_ex4-1.htm · Sequence: 3
Exhibit 4.1
FORM OF COMMON STOCK PURCHASE WARRANT
OUTLOOK THERAPEUTICS, INC.
Warrant Number: 2026-[●]
Issue Date: August [●], 2026
THIS COMMON STOCK PURCHASE
WARRANT (the “Warrant”) certifies that, for value received, [●] or its permitted assigns (the “Holder”)
is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after
the Issue Date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time)
on August [●], 2031 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Outlook
Therapeutics, Inc., a Delaware corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder,
the “Warrant Shares”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”).
The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
This Warrant is one of a series
of similar warrants issued pursuant to the Company’s registration statement on Form S-3 (File No. 333-278340) and the
Company’s prospectus supplement dated August 12, 2026 to the base prospectus dated April 5, 2024 contained in such registration
statement (collectively, the “Registration Statement”). All such warrants are referred to herein, collectively, as
the “Warrants.”
SECTION 1. Issuance
of Securities; Registration of Warrants. The Warrant, as initially issued by the Company, is offered and sold pursuant to the Registration
Statement. As of the Issue Date, the Warrant Shares are issuable under the Registration Statement. Accordingly, the Warrant and, assuming
issuance pursuant to the Registration Statement or an exchange meeting the requirements of Section 3(a)(9) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) as in effect on the Issue Date, the Warrant Shares, are not “restricted
securities” under Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”).
SECTION 2. Exercise.
(a) Exercise
of Warrant. This Warrant may be exercised, in whole or in part, at any time or times on or after the Initial Exercise Date and on
or before the Termination Date by delivery to the Company of a duly executed facsimile copy or PDF copy submitted by e-mail (or e-mail
attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within the earlier of
(i) one (1) day on which the Trading Market is open for trading (each, a “Trading Day”) and (ii) the
number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of
exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice
of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure referenced
in Section 2(c) below is applicable and specified in the applicable Notice of Exercise. No ink-original Notice of Exercise
shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required.
Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company
to effect an exercise hereunder until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been
exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading
Days of the date on which the final Notice of Exercise is delivered to the Company. (It is understood and agreed that to surrender this
Warrant to the Company for any purpose under this Warrant, the Holder only needs to e-mail to the Company e-mail address provided in Section 5(h) an
electronic copy of the Warrant and state such Holder’s intent to surrender the Warrant.) Partial exercise of this Warrant shall
have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the number of Warrant
Shares set forth in the applicable Notice of Exercise. The Holder and the Company shall maintain records showing the number of Warrant
Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading
Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason
of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares
available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
(b) Exercise
Price. The exercise price per share of Common Stock under this Warrant shall be $1.10, subject to adjustment hereunder (the “Exercise
Price”).
(c) Cashless
Exercise in Limited Circumstances. This Warrant may only be exercised for cash in accordance with Section 2(a), provided,
however, if at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein
is not available for the issuance of, the Warrant Shares to the Holders, then this Warrant may also be exercised, in whole or in part,
at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares
equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:
(A) = as applicable: (i) the
VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both
executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered
pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in
Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of
the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the
Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution
of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day
and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours”
on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if
the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof
after the close of “regular trading hours” on such Trading Day;
(B) = the Exercise Price
of this Warrant, as adjusted hereunder; and
(X) = the number of Warrant
Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means
of a cash exercise rather than a cashless exercise.
If Warrant Shares are issued in such a cashless
exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares
shall take on the registered characteristics of the Warrants being exercised, and the holding period of the Warrant Shares being issued
may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c).
2
“Bid Price” means, for any date,
the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading
Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the Trading Market on which the
Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to
4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common
Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or
quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (or a similar organization
or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in
all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by
the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses
of which shall be paid by the Company.
“Trading Market” means any of
the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE American,
the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, OTCQB or OTCQX (or
any successors to any of the foregoing).
“VWAP” means, for any date,
the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading
Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market
on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York
City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price
of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not
then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (or a
similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock
so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser
selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company,
the fees and expenses of which shall be paid by the Company.
(d) Mechanics
of Exercise.
(i) Delivery
of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by Equiniti Trust
Company, LLC (the “Transfer Agent”) to the Holder by crediting the account of the Holder’s or its designee’s
balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if
the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance
of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) this Warrant is being exercised via cashless exercise,
and otherwise by physical delivery of a certificate (or evidence of issuance of the Warrant Shares in book entry with the Transfer Agent),
registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which
the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise (or, in the case of
book entry issuance of Warrant Shares, evidence of such issuance to the email address specified in such Notice of Exercise) by the date
that is the earlier of (A) the earlier of (i) one (1) Trading Day and (ii) the number of days comprising the Standard
Settlement Period, in each case after the delivery to the Company of the Notice of Exercise and (B) one (1) Trading Day after
delivery of the aggregate Exercise Price to the Company (provided that the foregoing clause (B) shall not apply in the case of cashless
exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall
be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has
been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other
than in the case of a cashless exercise) is received within one (1) Trading Day following delivery of the Notice of Exercise; and
provided, further, that the Holder shall be deemed to have waived any voting rights of any such Warrant Shares during the period commencing
delivery of such Notice of Exercise, through, and including, such applicable Warrant Share Delivery Date, as necessary, such that the
aggregate voting rights of any Common Stock (including such Warrant Shares) beneficially owned by the Holder and/or any Attribution Parties,
collectively, on any such date of determination shall not exceed the Beneficial Ownership Limitation (as defined below) as a result of
any such exercise of this Warrant. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as
this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement
period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect
on the date of delivery of the Notice of Exercise.
3
(ii) Delivery
of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and
upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing
the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects
be identical to this Warrant.
(iii) Rescission
Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i) by
the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise by delivering written notice (including
by email) to the Company at any time prior to the delivery of the Warrant Shares.
(iv) Compensation
for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if
the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section 2(d)(i) above
pursuant to an exercise on or before the Warrant Share Delivery Date (other than a failure caused
by incorrect or incomplete information provided (and not thereafter corrected at least one (1) Trading Day before the Warrant Share
Delivery Date) by the Holder to the Company), and if after such date the Holder is required by its broker to purchase (in an open
market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases for the Holder, shares of Common Stock to deliver
in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”),
then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price
(including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying
(1) the number of Warrant Shares that the Company was required to deliver to the Holder (up to the number of shares of Common Stock
required to be purchased by the Holder or its broker for the Buy-In) in connection with a valid exercise, and (2) the price at which
the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion
of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed
rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with
its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000
to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase
obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000.
The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request
of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available
to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect
to the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms
hereof.
4
(v) No
Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this
Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall,
at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the
Exercise Price or round up to the next whole share.
(vi) Charges,
Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental
expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant
Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder in the Notice of Exercise; provided, however,
that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for
exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company shall have the right
to require, as a condition thereto, the prior or contemporaneous payment of a sum sufficient to reimburse it for any transfer tax incidental
thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the
Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery
of the Warrant Shares, in each case, if applicable.
(vii) Closing
of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant,
pursuant to the terms hereof.
(e) Beneficial
Ownership Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise
any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise
as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any Person acting as a
group together with such Holder or any of such Holder’s Affiliates (including such group itself), any other Person who is a beneficial
owner of Common Stock beneficially owned by the Holder or any of its Affiliates and any other Person whose beneficial ownership would
or could be aggregated with the Holder and the foregoing Persons, collectively, the “Attribution Parties”), would beneficially
own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares
of Common Stock beneficially owned by the Holder and its Attribution Parties shall include the number of shares of Common Stock issuable
upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common
Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the
Holder or any of its Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other
securities of the Company (including, without limitation, any other Warrant) subject to a limitation on conversion or exercise analogous
to the limitation contained herein beneficially owned by the Holder or any of its Attribution Parties. For purposes of this Section 2(e),
beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder, it being acknowledged by the Holder that the Holder is solely responsible for any schedules required to be filed
in accordance therewith. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder
may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual
report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent
written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written request
of a Holder, the Company shall within one (1) Trading Day confirm orally and in writing to the Holder the number of shares of Common
Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion
or exercise of securities of the Company, including this Warrant, by the Holder or Attribution Parties since the date as of which such
number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be [4.99/9.99/19.99]%
of the number of shares of the Common Stock outstanding (for purposes of the denominator, immediately after giving effect to the issuance
of shares of Common Stock to be issued upon the applicable exercise of this Warrant). The Holder, upon notice to the Company, may increase
or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation
in no event exceeds [19.99]% (or at the election of the Holder prior to the Issue Date, 9.99%) of the number of shares of the Common Stock
outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder
and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not
be effective until the 61st day after such notice is delivered to the Company. Any purported delivery to the Holder or the Attribution
Parties of a number of shares of Common Stock or any other security upon exercise of any Warrant shall be void and have no effect to the
extent, but only to the extent, that before or after such delivery, the Holder and the Attribution Parties would have beneficial ownership
of Common Stock or any other such class in excess of the Beneficial Ownership Limitation. The limitations contained in this paragraph
may not be waived and shall apply to a successor holder of this Warrant. The limitation contained in this paragraph may not be amended,
modified or waived (except in accordance with this Section 2(e)) and shall apply to a successor holder of this Warrant.
5
SECTION 3. Certain
Adjustments.
(a) Stock
Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes
a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of
Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this
Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way
of reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues by reclassification of
shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction
of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before
such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, the number
of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant
shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record
date for the determination of stockholders entitled to receive such divident or distribution and shall become immediately effective after
the effective date in the case of a subdivision, combination or re-classification.
(b) Subsequent
Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants,
issues or sells any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without
limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable
or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock or rights to purchase stock, warrants, securities
or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then
the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder
could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without
regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the
date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of
which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however,
that, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial
Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership
of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held
in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership
Limitation).
6
(c) Pro
Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution
of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including,
without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification,
corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after
the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent
that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise
of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation)
immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the
record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however,
that, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial
Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership
of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance
for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership
Limitation).
7
(d) Fundamental
Transaction. If, at any time while this Warrant is outstanding, (i) the Company (including without limitation through a significant
subsidiary (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission), directly or indirectly, in one
or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company directly
or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of
its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer
(whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange
their shares for other securities, cash or property and has been accepted for shares representing more than 50% of the outstanding Common
Stock or more than 50% of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in one
or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share
exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the
Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business
combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another
Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock or more
than 50% of the voting power of the common equity of the Company (“group” status being determined in accordance with Section 13(d) of
the Exchange Act) (each a “Fundamental Transaction”), to the extent any portion to this Warrant remains unexercised,
then following such Fundamental Transaction the Holder shall have the right to receive, upon exercise of this Warrant, the same amount
and kind of securities, cash or property as the Holder would have been entitled to receive upon the occurrence of such Fundamental Transaction
if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise
in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”).
If the Company undertakes a Fundamental Transaction in which the Company is not the surviving entity and the Alternate Consideration includes
securities of another Person, then the Company shall provide that, prior to or simultaneously with the consummation of such Fundamental
Transaction, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume
the obligation to deliver to the Holder such Alternate Consideration as the Holder is entitled to receive in accordance with the foregoing
provisions, and to assume the other obligations under this Warrant. The provisions of this paragraph (d) shall similarly apply to
subsequent transactions analogous of a Fundamental Transaction type. Notwithstanding anything to the contrary, in the event of a Fundamental
Transaction (other than (x) any stock split or reverse stock split, (y) any transaction effected solely for the purpose of changing
the jurisdiction of incorporation of the Company, or (z) any holding company reorganization or parent-subsidiary merger not requiring
stockholder approval pursuant to Sections 251(g) or 253 of the General Corporation Law of the State of Delaware (or any successor
provisions thereof)), the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time
concurrently with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement
of the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the
Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental
Transaction; provided, however, that, if the Fundamental Transaction is not within the Company's control, including not
approved by the Company's Board of Directors, Holder shall only be entitled to receive from the Company or any Successor Entity the same
type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of this Warrant, that
is being offered and paid to the holders of Common Stock of the Company in connection with the Fundamental Transaction, whether that consideration
be in the form of cash, stock or any combination thereof, or whether the holders of Common Stock are given the choice to receive from
among alternative forms of consideration in connection with the Fundamental Transaction; provided, further, that if holders
of Common Stock of the Company are not offered or paid any consideration in such Fundamental Transaction, such holders of Common Stock
will be deemed to have received common stock of the Successor Entity (which entity may be the Company following such Fundamental Transaction)
in such Fundamental Transaction. “Black Scholes Value” means the value of this Warrant based on the Black-Scholes Option
Pricing Model obtained from the “OV” function on Bloomberg determined as of the day of consummation of the applicable Fundamental
Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period
equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date, (B) an
expected volatility equal to the greater of 125% and the 100 day volatility obtained from the HVT function on Bloomberg (determined utilizing
a 365 day annualization factor) as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction,
(C) the underlying price per share used in such calculation shall be the sum of the price per share being offered in cash, if any,
plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (D) a remaining option time
equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date and (E) a
zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds (or such other
consideration) within the later of (i) five Business Days of the Holder’s election and (ii) the date of consummation of
the Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the
survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant in
accordance with the provisions of this Section 3(d) pursuant to written agreements in form and substance reasonably satisfactory
to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of
the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially
similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor
Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without
regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies
the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock
pursuant to such Fundamental Transaction and the value of such shares of capital stock, such adjustments to the number of shares of capital
stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation
of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any
such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for the Company (so that from and after the date
of such Fundamental Transaction, the provisions of this Warrant referring to the “Company” shall refer instead to the Successor
Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant
with the same effect as if such Successor Entity had been named as the Company herein. Notwithstanding
the foregoing, and without limiting Section 2(e) hereof, the Holder may elect, at its sole option, by delivery of written notice
to the Company to waive this Section 3(d) to permit a Fundamental Transaction without the assumption of this Warrant.
8
(e) Calculations.
All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For
purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be
the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.
(f) Notice
to Holder.
(i) Adjustment
to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly
deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and setting forth a brief
statement of the facts requiring such adjustment.
(ii) Notice
to Allow Exercise by Holder. If during the term in which the Warrant may be exercised (A) the Company shall declare a dividend
(or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend
on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or
warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders
of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the
Company or any significant subsidiary (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) is a
party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common
Stock is converted into other securities, cash or property, or any Fundamental Transaction, or (E) the Company shall authorize the
voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause
to be delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant
Register of the Company, at least ten (10) calendar days prior to the applicable record or effective date hereinafter specified,
a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights
or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such
dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation,
merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders
of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable
upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice
or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such
notice and provided, further that no notice shall be required if the information is disseminated in a press release or document filed
with the Securities and Exchange Commission. To the extent that any notice provided in this Warrant constitutes, or contains, material,
non-public information regarding the Company or any of the subsidiaries, the Company shall simultaneously file such notice with the Commission
pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing
on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.
9
SECTION 4. Transfer
of Warrant.
(a) Transferability.
This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part,
upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this
Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any
transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute
and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations
specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so
assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required
to physically surrender this Warrant to the Company, unless the Holder has assigned this Warrant in full, in which case, the Holder shall
surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers a duly executed Assignment
Form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by
a new holder for the purchase of Warrant Shares without having a new Warrant issued.
(b) New
Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company,
together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or
its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination,
the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance
with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall be
identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.
(c) Warrant
Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder
of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other
purposes, absent actual notice to the contrary.
10
SECTION 5. Miscellaneous.
(a) No
Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends
or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly
set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares in a “cashless exercise” pursuant
to Section 2(c) or to receive cash payments pursuant to Section 2(d)(iv) and Section 2(d)(v) herein, in
no event shall the Company be required to net cash settle an exercise of this Warrant.
(b) Loss,
Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case
of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include
the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make
and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.
(c) Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or
granted herein shall not be a Trading Day, then, such action may be taken or such right may be exercised on the next succeeding Trading
Day.
(d) Authorized
Shares. The Company covenants that, from and after the Issue Date, during the period the Warrant is outstanding, it will reserve from
its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise
of any purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant
Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market
upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the
purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such
Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens
and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously
with such issue).
Except and to the extent as waived or consented to by the Holder, the
Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid
the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all
such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this
Warrant against impairment. Without limiting the generality of the foregoing, the Company will, so long as any of the Warrants are outstanding,
(i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such
increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally
issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts
to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary
to enable the Company to perform its obligations under this Warrant.
Before taking any action which would result in an adjustment in the
number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations
or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.
11
(e) Dispute
Resolution. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares,
the Company shall submit the disputed determinations or arithmetic calculations via facsimile or electronic mail within two (2) Business
Days of receipt of the Notice of Exercise or other event giving rise to such dispute, as the case may be, to the Holder. If the Holder
and the Company are unable to agree upon such determination or calculation of the Exercise Price or the Warrant Shares within three (3) Business
Days of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall, within two (2) Business
Days submit via facsimile or electronic mail (a) the disputed determination of the Exercise Price to an independent, reputable investment
bank selected by the Company and reasonably approved by the Holder or (b) the disputed arithmetic calculation of the Warrant Shares
to the Company’s independent, outside accountant. The Company shall cause (at its expense) the investment bank or the accountant,
as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than five
(5) Business Days from the time it receives the disputed determinations or calculations.
(f) Jurisdiction.
Except as set forth in Section 5(e), all questions concerning the construction, validity, enforcement and interpretation of this
Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard
to the principles of conflicts of law thereof. The Company and, by accepting this Warrant, the Holder each agrees that all legal proceedings
concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against the
Company or the Holder or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall
be commenced exclusively in the state and federal courts sitting in the City of New York. The Company and, by accepting this Warrant,
the Holder each hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York,
Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue
for such proceeding. The Company and, by accepting this Warrant, the Holder each hereby irrevocably waives personal service of process
and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail
or overnight delivery (with evidence of delivery) to it at the address in effect for notices to it under this Warrant and agrees that
such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit
in any way any right to serve process in any other manner permitted by law. If the Company or the Holder shall commence an action, suit
or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by
the other party for their reasonable attorneys’ fees and other costs and expenses incurred.
(g) Restrictions.
The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if at the time of exercise of this Warrant
there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance or resale
of, the Warrant Shares, and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal
securities laws.
(h) Nonwaiver;
Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver
of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this Warrant,
if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the
Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited
to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant
hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.
12
(i) Notices.
Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered
by any means permitted by or consistent with the notice provisions set forth in Section 3(f) hereof. Any notice, request or
other document required or permitted to be given or delivered to the Company by the Holder shall be delivered via email to [______].
Any notice or communication by email to the Company shall be deemed given and effective at the time of transmission if such notice or
communication is delivered via e-mail at the e-mail address set forth above, so long as the sender does not receive an automated notification
from the recipient’s email server that such email could not be delivered.
(j) Limitation
of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant
Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase
price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the
Company.
(k) Remedies.
The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to seek
specific performance of its rights under this Warrant. The Company agrees that monetary damages may not be adequate compensation for any
loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in
any action for specific performance that a remedy at law would be adequate.
(l) Successors
and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the
benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder.
The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable
by the Holder or holder of Warrant Shares.
(m) Amendment;
Waiver. The provisions of the Warrants may be modified or amended, or the provisions hereof waived only with the written consent of
the Company and the Holder, provided, that the terms of Section 2(e) and this Section 5(m) may not be amended, modified
or waived.
(n) Severability.
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.
(o) Headings.
The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.
(Signature Page Follows)
13
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its officer thereunto duly authorized as of the date first above indicated.
OUTLOOK THERAPEUTICS, INC.
By:
Name:
Title:
14
NOTICE OF EXERCISE
TO: Outlook
Therapeutics, Inc.
(1) The
undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised
in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.
(2) shall
take the form of (check applicable box):
[ ] in lawful money of the United States; or
[ ] if permitted, the cancellation of such number of Warrant Shares
as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number
of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).
(3) Please
issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:
(4) [After
giving effect to this Notice of Exercise, the undersigned will not have exceeded the Beneficial Ownership Limitation.]
(5) The
undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.
The Warrant Shares shall be delivered to the following DWAC Account
Number or by physical delivery of a certificate to:
[SIGNATURE OF HOLDER]
Name of Investing Entity:
Signature of Authorized Signatory of Investing Entity:
Name of Authorized Signatory:
Title of Authorized Signatory:
Date:
15
ASSIGNMENT FORM
(To assign the foregoing Warrant, execute
this form and supply required information.
Do not use this form to exercise the Warrant.)
OUTLOOK THERAPEUTICS, INC.
FOR VALUE RECEIVED, all of or [_______] shares
of Warrant Number ___ and all rights evidenced thereby are hereby assigned to the following:
Name:
.
Address:
.
.
.
Dated: ____________, _______
Holder’s Name:
Holder’s Signature:
Holder’s Address:
NOTE: The signature to this Assignment Form must correspond with
the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever. Officers of corporations
and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.
EX-5.1 — EXHIBIT 5.1
EX-5.1
Filename: tm2622399d2_ex5-1.htm · Sequence: 4
Exhibit 5.1
Yvan-Claude Pierre
+1 212 479 6721
ypierre@cooley.com
August 14, 2026
Outlook Therapeutics, Inc.
111 S. Wood Avenue, Unit #100
Iselin, New Jersey 08830
Ladies and Gentlemen:
We have acted as counsel to Outlook Therapeutics, Inc.,
a Delaware corporation (the “Company”), in connection with the offering of (i) up to 63,888,889 shares
(the “Shares”) of its common stock, par value $0.01 per share (“Common Stock”), including
up to 8,333,333 Shares that may be sold pursuant to the exercise of an option to purchase additional shares and (ii) accompanying
warrants (the ”Warrants”) to purchase up to 63,888,889 shares of Common Stock (the “Warrant Shares”),
including warrants to purchase up to 8,333,333 shares of Common Stock pursuant to the exercise of an option to purchase additional warrants,
pursuant to the Registration Statement on Form S-3 (File No. 333-278340) (the “Registration Statement”)
filed with the Securities and Exchange Commission (the “Commission”) by the Company under the Securities Act
of 1933, as amended (the “Securities Act”), the prospectus included in the Registration Statement (the “Base
Prospectus”) and the prospectus supplement dated August 12, 2026, filed with the Commission pursuant to Rule 424(b) under
the Securities Act (together with the Base Prospectus, the “Prospectus”).
In connection with this opinion, we have examined and relied upon the Registration Statement, the Prospectus, the forms of Warrants,
the Company’s certificate of incorporation and bylaws, each as currently in effect, and such other records, documents, opinions,
certificates, memoranda and instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed
below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity
to originals of all documents submitted to us as copies; the accuracy, completeness and authenticity of certificates of public officials
and the due authorization, execution and delivery of all documents by all persons other than the Company. As to certain factual matters,
we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
With regard to our opinion below with respect
to the Warrant Shares, we have assumed (i) that a sufficient number of shares of Common Stock will be available for issuance under
the Company’s certificate of incorporation at the time the Warrant Shares are issued and (ii) that the consideration received
by the Company upon exercise of the Warrants will at least equal to the par value of the Warrant Shares.
With regard to our opinion concerning the Warrants
constituting valid and binding obligations of the Company:
(i) Our
opinion is subject to, and may be limited by, (a) applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance,
debtor and creditor, and similar laws which relate to or affect creditors’ rights generally, and (b) general principles of
equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing) regardless of whether considered
in a proceeding in equity or at law.
Cooley
LLP 55 Hudson Yards, New York, NY 10001-2157,
t: (212)
479-6000, f: (212) 479-6275 cooley.com
Outlook Therapeutics, Inc.
August 14, 2026
Page Two
(ii) Our
opinion is subject to the qualification that the availability of specific performance, an injunction or other equitable remedies is subject
to the discretion of the court before which the request is brought.
(iii) We
express no opinion as to any provision of the Warrants that: (a) provides for liquidated damages, buy-in damages, monetary penalties,
prepayment or make-whole payments or other economic remedies to the extent such provisions may constitute unlawful penalties, (b) relates
to advance waivers of claims, defenses, rights granted by law, or notice, opportunity for hearing, evidentiary requirements, statutes
of limitations, trial by jury, or procedural rights, (c) restricts non-written modifications and waivers, (d) provides for the
payment of legal and other professional fees where such payment is contrary to law or public policy, (e) relates to exclusivity,
election or accumulation of rights or remedies, (f) authorizes or validates conclusive or discretionary determinations, or (g) provides
that provisions of the Warrants are severable to the extent an essential part of the agreed exchange is determined to be invalid and unenforceable.
(iv) We
express no opinion as to whether a state court outside of the State of New York or a federal court of the United States would give effect
to the choice of New York law or jurisdiction provided for in the Warrants.
Our opinion is expressed
solely with respect to the General Corporation Law of the State of Delaware, and, as to the Warrants constituting binding obligations
of the Company, the laws of the State of New York. We express no opinion to the extent that any other laws are applicable to the subject
matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or
regulation.
On the basis of the foregoing, in reliance thereon
and subject to the assumption, exception, limitations and qualifications set forth herein, we are of the opinion that (i) the Shares,
when sold and issued against payment therefor in accordance with the Registration Statement and the Prospectus, will be validly issued,
fully paid and non-assessable, (ii) the Warrants, when duly executed by the Company and delivered against payment therefor as described
in the Registration Statement and the Prospectus, will be binding obligations of the Company and (iii) the Warrant Shares, when issued
and paid for in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable.
This opinion is limited to the matters expressly
set forth in this letter, and no opinion has been or should be implied, or may be inferred, beyond the matters expressly stated. This
opinion speaks only as to law and facts in effect or existing as of the date hereof, and we have no obligation or responsibility to update
or supplement this letter to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may
hereafter occur.
We consent to the reference to our firm under
the heading “Legal Matters” in the Prospectus and to the filing of this opinion as an exhibit to the Company’s Current
Report on Form 8-K filed with the Commission for incorporation by reference into the Registration Statement. In giving such consent,
we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or
the rules and regulations of the Commission thereunder.
Cooley
LLP 55 Hudson Yards, New York, NY 10001-2157,
t: (212)
479-6000, f: (212) 479-6275 cooley.com
Outlook Therapeutics, Inc.
August 14, 2026
Page Three
Very truly yours,
Cooley
LLP
By:
/s/ Yvan-Claude Pierre
Yvan-Claude Pierre
Cooley
LLP 55 Hudson Yards, New York, NY 10001-2157,
t: (212)
479-6000, f: (212) 479-6275 cooley.com
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