Form 8-K

8-K — HeartBeam, Inc.

Accession: 0001213900-26-044672

Filed: 2026-04-16

Period: 2026-04-14

CIK: 0001779372

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Entry into a Material Definitive Agreement

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0286655-8k_heart.htm (Primary)

EX-1.1 — UNDERWRITING AGREEMENT DATED APRIL 16, 2026, BY AND BETWEEN HEARTBEAM, INC. AND TITAN PARTNERS GROUP LLC (ea028665501ex1-1.htm)

EX-4.1 — FORM OF UNDERWRITER WARRANT (ea028665501ex4-1.htm)

EX-5.1 — OPINION OF LUCOSKY BROOKMAN LLP (ea028665501ex5-1.htm)

EX-10.1 — FORM OF LOCK-UP AGREEMENT (ea028665501ex10-1.htm)

EX-99.1 — PRESS RELEASE DATED APRIL 14, 2026 (LAUNCH PRESS RELEASE) (ea028665501ex99-1.htm)

EX-99.2 — PRESS RELEASE DATED APRIL 14, 2026 (PRICING PRESS RELEASE) (ea028665501ex99-2.htm)

EX-99.3 — PRESS RELEASE DATED APRIL 16, 2026 (CLOSING PRESS RELEASE) (ea028665501ex99-3.htm)

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GRAPHIC (ea028665501_ex99-1img1.jpg)

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8-K — CURRENT REPORT

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

and Exchange Act of 1934

Date of Report (Date of earliest event reported):

April 14, 2026

HEARTBEAM, INC.

(Exact name of Registrant as specified in its charter)

Delaware

001-41060

47-4881450

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

2118 Walsh Avenue, Suite 210

Santa Clara, CA 95050

(Address of principal executive offices, including

zip code)

(408) 899-4443

(Registrant’s telephone number, including

area code)

Check the appropriate box below if the 8-K filing

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

☐

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

☐

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

☐

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

☐

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

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

BEAT

NASDAQ

Warrant

BEATW

NASDAQ

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities

Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check

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

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

Item 1.01. Entry into a Material Definitive

Agreement.

On April 14, 2026, HeartBeam, Inc. (the “Company”)

entered into an underwriting agreement (the “Underwriting Agreement”) with Titan Partners Group LLC, a division of American

Capital Partners, LLC (the “Underwriter”), pursuant to which the Company agreed to issue and sell in an underwritten public

offering (the “Offering”) an aggregate of 12,500,000 shares (the “Shares”) of the Company’s common stock, par value

$0.0001 per share (“Common Stock”). The public offering price for each share of Common Stock is $0.80, and the Underwriter has

agreed to purchase the shares of Common Stock pursuant to the Underwriting Agreement at a price for each share of Common Stock of $0.744.

Pursuant to the terms of the Underwriting Agreement,

the Company has granted the Underwriter a 30-day option to purchase up to an additional 1,875,000 shares of Common Stock (the “Option

Shares” and together with the Shares, the “Securities”) solely to cover over-allotments, if any, at the original offering

price to the public for the Common Stock less the underwriting discounts and commissions.

The Offering is being made pursuant to the Company’s

registration statement on Form S-3 (File No. 333-293307), as amended, previously filed with the Securities and Exchange Commission (the

“SEC”) on February 9, 2026, and declared effective on March 17, 2026; a base prospectus dated March 17, 2026; and a prospectus

supplement dated April 14, 2026 (the “Prospectus Supplement”). This Current Report on Form 8-K does not constitute an offer

to sell or a solicitation of an offer to buy any of the Shares or Option Shares.

Pursuant to the Underwriting Agreement, the Company

agreed to a 75-day “lock-up” period with respect to sales of specified securities, subject to certain exceptions. In addition,

each of the Company’s officers and directors has entered into a lock-up agreement with the Underwriter, pursuant to which, during the

lock-up period, such officers and directors may not, without the prior written consent of the Underwriter, offer, sell, contract to sell,

hypothecate, pledge or otherwise dispose of any shares of Common Stock of the Company or securities convertible, exchangeable or exercisable

into shares of Common Stock of the Company, subject to certain exceptions.

Upon the closing of the Offering, the Company

agreed to issue to the Underwriter, or its designees, warrants (the “Underwriter Warrants”) to purchase a number of shares of

Common Stock equal to an aggregate of 5% of the total number of shares of Common Stock sold in the Offering. The Underwriter Warrants

will be exercisable immediately upon issuance, in whole or in part, at any time on or after the date of issuance, and will be exercisable

until the five year anniversary of the Underwriting Agreement.

The legal opinion, including the related consent,

of Lucosky Brookman LLP relating to the issuance and sale of the Shares, the Option Shares, the Underwriter Warrants, and the shares of

Common Stock issuable upon exercise of the Underwriter Warrants, is filed as Exhibit 5.1 hereto.

The purchase and sale of the Shares and the closing

of the Offering occurred on April 16, 2026.

Gross proceeds from the Offering were approximately

$10.0 million, before deducting underwriting discounts and commissions and estimated Offering expenses payable by the Company. The Company

intends to use the net proceeds from the Offering to support commercialization of the Company’s

FDA-cleared 12-lead synthesized ECG system; advance development of its 12-lead ECG extended-wear patch and heart attack detection initiatives;

further enhance its AI capabilities; and for working capital and general corporate purposes.

The foregoing descriptions of the Underwriting

Agreement, the lock-up agreements, and the Underwriter Warrants do not purport to be complete and are qualified in their entirety by reference

to the copy of the Underwriting Agreement, the form of lock-up agreement, and the form of Underwriter Warrant, which are filed herewith

as Exhibits 1.1, 10.1, and 4.1 to this Current Report on Form 8-K, respectively.

The representations, warranties and covenants

contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit

of the parties to the Underwriting Agreement and may be subject to limitations agreed upon by the contracting parties. Accordingly, the

Underwriting Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Underwriting

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

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

Item 8.01 Other Events.

On April 14, 2026, the Company issued a press

release announcing the launch of the Offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form

8-K and is incorporated herein by reference.

On April 14, 2026, the Company issued a press

release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form

8-K and is incorporated herein by reference.

On April 16, 2026, the Company issued a press

release announcing the closing of the Offering. A copy of the press release is attached as Exhibit 99.3 to this Current Report on Form

8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

1.1

Underwriting Agreement dated April 16, 2026, by and between HeartBeam, Inc. and Titan Partners Group LLC

4.1

Form of Underwriter Warrant

5.1

Opinion of Lucosky Brookman LLP

10.1

Form of Lock-up Agreement

23.1

Consent of Lucosky Brookman LLP (included in Exhibit 5.1)

99.1

Press Release dated April 14, 2026 (launch press release)

99.2

Press Release dated April 14, 2026 (pricing press release)

99.3

Press Release dated April 16, 2026 (closing press release)

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.

HeartBeam, Inc.

Date: April 16, 2026

By:

/s/ Timothy Cruickshank

Name:

Timothy Cruickshank

Title:

Chief Financial Officer

EX-1.1 — UNDERWRITING AGREEMENT DATED APRIL 16, 2026, BY AND BETWEEN HEARTBEAM, INC. AND TITAN PARTNERS GROUP LLC

EX-1.1

Filename: ea028665501ex1-1.htm · Sequence: 2

Exhibit 1.1

HEARTBEAM,

Inc.

12,500,000 SHARES OF COMMON STOCK, PAR VALUE

$0.0001 PER SHARE

__________________________

Underwriting Agreement

April 14, 2026

Titan Partners Group LLC,

a division of American Capital Partners, LLC

As the Representative of the several Underwriters

listed in Schedule A hereto

c/o Titan Partners Group LLC,

a division of American Capital Partners, LLC

4 World Trade Center, 49th Floor

New York, NY 10007

Ladies and Gentlemen:

HeartBeam, Inc., a Delaware

corporation (the “Company”), confirms its agreement with Titan Partners Group LLC, a division of American Capital Partners,

LLC (“Titan Partners”), 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 Titan Partners is acting

as representative (in such capacity, the “Representative”), 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) an aggregate of 12,500,000 shares (the “Closing

Shares”) of common stock, par value $0.0001 per share, of the Company (“Common Stock”), as set forth in Schedule

A hereto, and (b) pre-funded warrants to purchase up to an aggregate of zero shares of the Common Stock, as set forth in Schedule A hereto

(the “Pre-Funded Warrants”), at an exercise price set forth in Schedule A 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 1,875,000

additional shares of Common Stock (the “Option Shares”). The Closing Shares and the Pre-Funded Warrants to be purchased

by the Underwriters, as well as all or any part of the Option Shares, are herein collectively referred to as the “Securities.”

The shares of the Company’s Common Stock issuable upon exercise of the Pre-Funded Warrants are hereinafter referred to as the “Prefunded

Warrant Shares”, and together with the Underwriter Warrant Shares (as defined below), the “Warrant Shares.”

The Company has filed with

the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 (No. 333-293307),

covering the public offering and sale of certain securities, including the Securities and Prefunded Warrant Shares, 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 March 17, 2026. Such registration

statement, as of any time, means such registration statement as amended by any post-effective amendments thereto to 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”), and 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 and Prefunded Warrant Shares 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 supplement used in connection with the offering of the Securities and Prefunded Warrant Shares, 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 supplement relating to the Securities and Prefunded Warrant Shares in accordance with the provisions of Rule 424(b)

under the 1933 Act Regulations (“Rule 424(b)”). The final prospectus supplement, in the form first furnished or made available

to the Underwriters for use in connection with the offering of the Securities and Prefunded Warrant Shares, 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 5:50 P.M. New York City time, on April 14, 2026 or such other time as agreed by the Company and the Representative.

“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 and Prefunded Warrant Shares 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.

“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 Section 5(d) 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, and the rules and regulations

promulgated thereunder (collectively, the “1934 Act”), 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 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:

(a) 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, including General Instruction I.B.1 of Form S-3. The aggregate market value

of the outstanding voting and non-voting common equity (as defined in 1933 Act Rule 405) of the Company held by persons other than affiliates

of the Company (pursuant to 1933 Act Rule 144, those that directly, or indirectly through one or more intermediaries, control, or are

controlled by, or are under common control with, the Company) (the “Non-Affiliate Shares”), was equal to more than

$75 million (calculated by multiplying (x) the highest price at which the common equity of the Company closed on Nasdaq within 60 days

of the date of this Agreement times (y) the number of Non-Affiliate Shares). The Company is not a shell company (as defined in Rule 405

under the 1933 Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at

any time previously, has filed current Form 10 information (as defined in Instruction I.B.6 of Form S-3) with the Commission at least

12 calendar months previously reflecting its status as an entity that is not a shell company. 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, complied 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, complied 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.

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 rules and regulations of the Commission under the 1934 Act (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.

(b) Accurate Disclosure.

Neither the Registration Statement nor any amendment thereto, at its effective time, 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, 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 Representative expressly for use

therein. For purposes of this Agreement, the only information so furnished shall be the information in the first paragraph under the caption

“Discounts and Commissions,” the statements under the caption “Price Stabilization, Short Positions and Penalty Bids”

and the statements related specifically to the underwriter under the caption “Electronic offer, Sale and Distribution of Securities”

in each case contained under the caption “Underwriting” in each case contained in the Prospectus (collectively, the “Underwriter

Information”).

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 on 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 Representative before first use, the Company has not prepared, used or

referred to, and will not, without the prior consent of the Representative, prepare, use or refer to, any issuer free writing prospectus.

(d) 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 Representative with entities that 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 Representative

to engage in Testing-the-Waters Communications. The Company reconfirms that the Representative has been authorized to act on its behalf

in undertaking Testing-the-Waters Communications.

(e) 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.

(f) Emerging Growth Company

Status. From the time of the initial filing of the Registration Statement with the Commission (or, if earlier, the first date on which

the Company engaged directly or through any individual or entity authorized to act on its behalf in any Testing-the-Waters Communication)

through the date hereof, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of the 1933

Act (an “Emerging Growth Company”).

(g) Independent Accountants.

CBIZ CPAs P.C., the accounting firm that certified the financial statements and supporting schedules of the Company that are incorporated

by reference in the Registration Statement, the General Disclosure Package and the Prospectus, is an independent registered public accounting

firm as required by the 1933 Act, the 1933 Act Regulations, the 1934 Act, the 1934 Act Regulations and the Public Company Accounting Oversight

Board (United States).

(h) SEC Reports. The

Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the 1933 Act

and the 1934 Act, including pursuant to Section 13(a) or 15(d) thereof, for the twelve months preceding the date hereof (or such shorter

period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto

and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred

to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has

filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all

material respects with the requirements of the 1933 Act and the 1934 Act, as applicable, and none of the SEC Reports, when filed, contained

any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make

the statements therein, in the light of the circumstances under which they were made, not misleading. The Company has never been an issuer

subject to Rule 144(i) under the 1933 Act.

(i) Financial Statements;

Non-GAAP Financial Measures. The financial statements (including the related notes thereto) of the Company included or incorporated

by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and

notes, comply as to form in all material respects with Regulation S-X under the 1933 Act and present fairly, in all material respects,

the financial position of the Company and its consolidated Subsidiaries (as defined below) at the dates indicated and the statement of

operations, stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the periods specified; said

financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied

on a consistent basis throughout the periods covered thereby, except in the case of unaudited interim financial statements, which are

subject to normal year-end adjustments and do not contain certain footnotes as permitted by the applicable rules of the Commission, and

any supporting schedules, if any, present fairly, in all material respects, the information required to be stated therein. The selected

financial data and the summary financial information, if any, and other financial data included or incorporated by reference in the Registration

Statement, the General Disclosure Package and the Prospectus has been derived from the accounting records of the Company and present fairly,

in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited financial

statements included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required

to be included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the

1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus,

or incorporated by reference therein, 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, to the extent applicable. The interactive

data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure

Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with

the Commission’s rules and guidelines applicable thereto.

(j) Compliance with the Sarbanes-Oxley

Act of 2002. 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 provision of the Sarbanes-Oxley Act of 2002 and the rules and

regulations promulgated in connection therewith, with which the Company is required to comply, including Section 402 related to loans.

(k) No Material Adverse Change

in Business. Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement,

the General Disclosure Package or the Prospectus, (i) there has not been any change in the capital stock (other than the issuance of shares

of Common Stock upon exercise of stock options and warrants described as outstanding in, and the grant of options and awards under the

Company’s existing stock-based compensation plans (the “Company Stock Plans”) described in, and the issuance

of any stock upon the conversion of Company securities described in the Registration Statement, the General Disclosure Package and the

Prospectus, and the repurchase or retirement of shares of capital stock pursuant to agreements providing for an option to repurchase or

a right of first refusal on behalf of the Company pursuant to the Company’s repurchase rights), any change in short-term debt or

long-term debt of the Company, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company

on any class of capital stock, or any material adverse change, or any development that would reasonably be expected to result in a material

adverse change, in or affecting the business, properties, management, financial position, stockholders’ equity, results of operations

of the Company, whether or not arising in the ordinary course of business (a “Material Adverse Effect”); (ii) the Company

has not entered into any transaction or agreement (whether or not in the ordinary course of business) that is material to the Company

or incurred any liability or obligation, direct or contingent, that is material to the Company; (iii) the Company has not sustained any

loss or interference with its business that is material to the Company and that is either from fire, explosion, flood or other calamity,

whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator

or governmental or regulatory authority, except in each case as otherwise disclosed in the Registration Statement, the General Disclosure

Package and the Prospectus; and (iv) there has been no dividend or distribution of any kind declared, paid or made by the Company on any

class of its capital stock.

(l) Litigation. There

is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened

against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental

or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, a “Legal Action”)

which (i) adversely affects or challenges the legality, validity or enforceability of this Agreement or the Securities or (ii) could,

if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor

any Subsidiary, nor, to the Company’s knowledge, any director or officer thereof, is or has been the subject of any Legal Action

involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has

not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the

Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending

the effectiveness of any registration statement filed by the Company or any Subsidiary under the 1934 Act or the 1933 Act.

(m) Good Standing of the

Company. The Company has been duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization,

is duly qualified to do business and is in good standing in each jurisdiction in which its ownership or lease of property or the conduct

of its business requires such qualification, and has all power and authority necessary to own or hold its properties and to conduct the

business in which it is engaged, 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. Other than as disclosed in Exhibit 21.1

of the Company’s most recent Annual Report on Form 10-K, the Company does not have any direct or indirect subsidiaries and does

not own or control, directly or indirectly, any corporation, association or other entity.

(n) Good Standing of the

Company’s Subsidiaries. Each subsidiary of the Company (each, a “Subsidiary” and, collectively, the “Subsidiaries”)

has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization,

has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the

Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing

in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct

of business, except where the failure to be so qualified or to be in good standing would not result in a Material Adverse Effect. Except

as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding

capital stock of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company,

directly or through Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None

of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder

of such Subsidiary. The only Subsidiaries of the Company are the entities listed on Exhibit 21 to the Registration Statement. If the Company

has no Subsidiaries, the term “Subsidiaries” shall be disregarded for all purposes under this Agreement.

(o) Capitalization. The

authorized, issued and outstanding shares of capital stock of the Company are as set forth in the Registration Statement, the General

Disclosure Package and the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except

for subsequent issuances, if any, (A) pursuant to this Agreement, (B) pursuant to reservations, agreements or employee benefit plans referred

to in the Registration Statement, the General Disclosure Package and the Prospectus or (C) pursuant to the conversion of convertible securities

or exercise of options referred to in the Registration Statement, the General Disclosure Package and the Prospectus). The outstanding

shares of capital stock of the Company have been duly authorized and are validly issued, fully paid and non-assessable. None of the outstanding

shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the

Company.

(p) Stock Options. Except

where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, with

respect to the stock options (the “Stock Options”) granted pursuant to the Company Stock Plans, (i) each Stock Option

intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended, and

the regulations and published interpretations thereunder (the “Code”), so qualifies, (ii) each grant of a Stock Option

was duly authorized no later than the date on which the grant of such Stock Option was by its terms to be effective (the “Grant

Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a

duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents,

and, to the knowledge of the Company (other than with respect to the execution and delivery by the Company) the award agreement governing

such grant (if any) was duly executed and delivered by each party thereto, (iii) each such grant was made, in all material respects, in

accordance with the terms of the Company Stock Plans, the 1934 Act and all other applicable laws and regulatory rules or requirements,

including the rules of Nasdaq Capital Market and any other exchange on which Company securities are traded, and (iv) each such grant was

properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company. Each Company

Stock Plan is accurately described in all material respects in the Registration Statement, the General Disclosure Package and the Prospectus.

The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Stock Options prior

to, or otherwise coordinating the grant of Stock Options with, the release or other public announcement of material information regarding

the Company or its results of operations or prospects.

(q) Authorization of Agreement;

Authorization of Warrants. This Agreement has been duly authorized, executed and delivered by the Company. The execution and delivery

by the Company of, and the performance by the Company of its obligations under, this Agreement and the Warrants (as defined below) 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 that is material to the Company and its Subsidiaries, taken as

a whole, 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 on the Company or on the power and ability of the Company to perform its obligations under this Agreement or the Warrants,

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 or as provided in Section 1(y).

(r) Authorization and Description

of Securities. The Closing Shares and the Option Shares to be purchased by the Underwriters from the Company have been duly authorized

for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement

against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the

Closing Shares and the Option Shares is not subject to the preemptive or other similar rights of any securityholder of the Company. The

Common Stock and Pre-Funded Warrants conform to all statements relating thereto contained in this Agreement, including Exhibit B hereto,

the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in

the instruments defining the same. No holder of Shares will be subject to personal liability by reason of being such a holder. 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 Pre-Funded Warrants and Underwriter Warrants in accordance therewith have been duly authorized and have been or will be reserved

for issuance upon exercise of the Pre-Funded Warrants and Underwriter Warrants, respectively, in a number sufficient to meet the current

exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Pre-Funded Warrants or Underwriter 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.

(s) Registration Rights.

Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, to the extent that any person has

the right to require the Company to register any securities for sale under the 1934 Act by reason of the filing of the Registration Statement

with the Commission or the issuance and sale of the Securities, those rights have been waived as of the date of this Agreement with respect

to such filing or issuance and sale of Securities pursuant to this Agreement.

(t) Absence of Violations,

Defaults and Conflicts. Neither the Company nor any Subsidiary is (A) in violation of its charter, by-laws or similar organizational

document, (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract,

indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any

Subsidiary is a party or by which either of them may be bound or to which any of the properties or assets of the Company or any Subsidiary

is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, individually or in

the aggregate, result in a Material Adverse Effect, or (C) in violation of any law, statute, rule, regulation, judgment, order, writ or

decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction

over the Company or its Subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”),

except for such violations that would not, individually or in the aggregate, result in a Material Adverse Effect. The execution, delivery

and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the

General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and Prefunded Warrant Shares, the execution

and delivery of the Warrants and the use of the proceeds from the sale of the Securities as described therein under the caption “Use

of Proceeds”) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate

action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a

breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance

upon any properties or assets of the Company or its Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts,

breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, individually or in the aggregate, result in a

Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, by-laws or similar organizational

document of the Company or its Subsidiaries or any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental

Entity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture

or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption

or repayment of all or a portion of such indebtedness by the Company or its Subsidiaries.

(u) Listing. The Closing

Shares, Option Shares and Warrant Shares have been approved for listing on the NASDAQ Capital Market, subject to notice of issuance.

(v) Absence of Labor Dispute.

No labor dispute with the employees of the Company or its Subsidiaries exists or, to the knowledge of the Company, is imminent, and the

Company is not aware of any existing or imminent labor disturbance by the employees of any of its or its Subsidiaries’ principal

suppliers, manufacturers, customers or contractors, which, in either case, could reasonably result in a Material Adverse Effect.

(w) Absence of Proceedings.

Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there is no action, suit, proceeding,

inquiry or investigation before or brought by any Governmental Entity (including, without limitation, the U.S. Food and Drug Administration

(the “FDA”), the European Medicines Agency (“EMA”)), or any comparable regulatory authority in any jurisdiction

now pending or, to the knowledge of the Company, threatened, against or affecting the Company or its Subsidiaries, which would reasonably

be expected to result in a Material Adverse Effect, or which would reasonably be expected to materially and adversely affect their respective

properties or assets or the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations

hereunder; and the aggregate of all pending legal or governmental proceedings to which the Company or any such Subsidiary is a party or

of which any of their respective properties or assets is the subject which are not described in the Registration Statement, the General

Disclosure Package and the Prospectus, including ordinary routine litigation incidental to the business, would not reasonably be expected

to result in a Material Adverse Effect.

(x) Accuracy of Exhibits.

There are no contracts or documents which are required to be described in the Registration Statement, the General Disclosure Package or

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

(y) No Consents Required.

No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity

is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or

sale of the Securities and Prefunded Warrant Shares hereunder or the consummation of the transactions contemplated by this Agreement,

except such as have been already obtained or as may be required under the 1933 Act, the 1933 Act Regulations, the rules of the Nasdaq

Stock Market LLC, state securities laws or the rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

(z) Possession of Licenses

and Permits. The Company and its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively,

“Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated

by them (including, without limitation, all such permits, licenses, approvals, consents and other authorizations required by the FDA,

the EMA, or any other federal, state, local or foreign agencies or bodies engaged in the regulation of clinical or preclinical studies,

pharmaceuticals, biologics, biohazardous substances or activities related to the business now operated by the Company and its Subsidiaries),

except where the failure so to possess would not, individually or in the aggregate, result in a Material Adverse Effect. The Company and

its Subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would

not, individually or in the aggregate, result in a Material Adverse Effect. The Company has fulfilled and performed all of its material

obligations with respect to the Governmental Licenses and, to the knowledge of the Company, no event has occurred which allows, or after

notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the

Company as a holder of any permit, except where the failure to so fulfill or perform, or the occurrence of such event, would not, individually

or in the aggregate, result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except

where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not,

individually or in the aggregate, result in a Material Adverse Effect. Neither the Company nor its Subsidiaries has received any notice

of proceedings relating to the revocation or modification of any Governmental Licenses which, individually or in the aggregate, if the

subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

(aa) Title to Property.

The Company and its Subsidiaries have good and marketable title to all real property owned by them and good title to all other properties

owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances

of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do

not, individually or in the aggregate, materially affect the value of such property and do not materially interfere with the use made

and proposed to be made of such property by the Company or its Subsidiaries; and all of the leases and subleases material to the business

of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or its Subsidiaries holds properties described

in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company

nor any such Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the

Company or any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company

or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

(bb) Title to Intellectual

Property. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, the Company owns

or has valid, binding and enforceable licenses or other rights under the patents, patent applications, licenses, inventions,

copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information,

systems or procedures), trademarks, service marks, trade names or other intellectual property necessary for, or used in the conduct,

or the proposed conduct, of the business of the Company in the manner described in the Registration Statement, the General

Disclosure Package and the Prospectus (collectively, the “Intellectual Property”); the patents, trademarks, and

copyrights, if any, included within the Intellectual Property are valid, enforceable, and subsisting; other than as disclosed in the

Registration Statement, the General Disclosure Package and the Prospectus, (A) the Company is not obligated to pay a material

royalty, grant a license to, or provide other material consideration to any third party in connection with the Intellectual

Property, (B) the Company has not received any notice of any claim of infringement, misappropriation or conflict with any asserted

rights of others with respect to any of the Company’s drug candidates, services, processes or Intellectual Property, (C) to

the knowledge of the Company, neither the sale nor use of any of the discoveries, inventions, drug candidates, services or processes

of the Company referred to in the Registration Statement, the General Disclosure Package or the Prospectus do or will, to the

knowledge of the Company, infringe, misappropriate or violate any right or valid patent claim of any third party, (D) none of the

technology employed by the Company has been obtained or is being used by the Company in material violation of any contractual

obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employees or

otherwise in violation of the rights of any persons, (E) to the knowledge of the Company, no third party has any ownership right in

or to any Intellectual Property that is owned by the Company, other than any co-owner of any patent constituting Intellectual

Property who is listed on the records of the U.S. Patent and Trademark Office (the “USPTO”) and any co-owner of

any patent application constituting Intellectual Property who is named in such patent application until the Company obtains, and, to

the knowledge of the Company, no other third party has any ownership right in or to any Intellectual Property in any field of use

that is exclusively licensed to the Company, other than any licensor to the Company of such Intellectual Property, (F) there is no

material infringement by third parties of any Intellectual Property, (G) there is no pending or, to the Company’s knowledge,

threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any Intellectual Property,

and (H) 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 Intellectual Property. The Company is in compliance with the terms of each agreement pursuant to which

Intellectual Property has been licensed to the Company, and all such agreements are in full force and effect.

(cc) Patents and Patent

Applications. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, all patents

and patent applications owned by or licensed to the Company or under which the Company has rights have, to the knowledge of the

Company, been duly and properly filed and maintained, including timely payment of all maintenance and renewal fees; to the knowledge

of the Company, the parties prosecuting such patent applications have complied with their duty of candor and disclosure to the USPTO

in connection with such applications; and the Company is not aware of any facts required to be disclosed to the USPTO that were not

disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application or would reasonably be

expected to form the basis of a finding of invalidity with respect to any patents that have issued with respect to such

applications. To the Company’s knowledge, all patents and patent applications owned by the Company and filed with the USPTO or

any foreign or international patent authority (the “Company Patent Rights”) and all patents and patent

applications in-licensed by the Company and filed with the USPTO or any foreign or international patent authority (the

“In-licensed Patent Rights”) have been duly and properly filed; the Company believes it has complied with its

duty of candor and disclosure to the USPTO for the Company Patent Rights and, to the Company’s knowledge, the licensors of the

In-licensed Patent Rights have complied with their duty of candor and disclosure to the USPTO for the In-licensed Patent Rights.

(dd) FDA Compliance.

Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, the Company: (A) is and at all times

has been in material compliance with all statutes, rules or regulations of the FDA and other comparable Governmental Entities 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 under development, manufactured or distributed by the Company (“Applicable

Laws”); (B) 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 Governmental Authority alleging or asserting material noncompliance with any Applicable Laws or any licenses,

certificates, approvals, clearances, exemptions, authorizations, permits and supplements or amendments thereto required by any such Applicable

Laws (“Authorizations”); (C) possesses all material Authorizations and such Authorizations are valid and in full force

and effect and the Company is not in material violation of any term of any such Authorizations; (D) has not received notice of any claim,

action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from the FDA or any Governmental Authority

or third party alleging that any product operation or activity is in material violation of any Applicable Laws or Authorizations and has

no knowledge that the FDA or any Governmental Authority or third party is considering any such claim, litigation, arbitration, action,

suit, investigation or proceeding; (E) has not received notice that the FDA or any Governmental Authority has taken, is taking or intends

to take action to limit, suspend, modify or revoke any material Authorizations and has no knowledge that the FDA or any Governmental Authority

is considering such action; and (F) 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 materially complete and correct

on the date filed (or were corrected or supplemented by a subsequent submission).

(ee) Tests and Preclinical

and Clinical Trials. The studies, tests and preclinical and clinical trials conducted by or, to the Company’s knowledge, on

behalf of the Company were and, if still ongoing, are being conducted in all material respects in accordance with experimental protocols,

procedures and controls pursuant to accepted professional scientific standards and all Authorizations and Applicable Laws, including,

without limitation, the Federal Food, Drug and Cosmetic Act and the rules and regulations promulgated thereunder (collectively, “FFDCA”);

the descriptions of the results of such studies, tests and trials contained in the Registration Statement, the General Disclosure Package

and the Prospectus are, to the Company’s knowledge, accurate and complete in all material respects and fairly present the data derived

from such studies, tests and trials; except to the extent disclosed in the Registration Statement, the General Disclosure Package and

the Prospectus, the Company is not aware of any studies, tests or trials, the results of which the Company believes reasonably call into

question the study, test, or trial results described or referred to in the Registration Statement, the General Disclosure Package and

the Prospectus when viewed in the context in which such results are described and the clinical state of development; and, except to the

extent disclosed in the Registration Statement, the General Disclosure Package or the Prospectus, the Company has not received any notices

or correspondence from the FDA or any Governmental Entity requiring the termination or suspension of any studies, tests or preclinical

or clinical trials conducted by or on behalf of the Company, other than ordinary course communications with respect to modifications in

connection with the design and implementation of such trials, copies of which communications have been made available to you.

(ff) Compliance with Health

Care Laws. The Company has operated and currently is in compliance with all applicable health care laws, rules and regulations (except

where such failure to operate or non-compliance would not, individually or in the aggregate, result in a Material Adverse Effect), including,

without limitation, (i) the Federal, Food, Drug and Cosmetic Act (21 U.S.C. §§ 301 et seq.); (ii) all applicable federal, state,

local and all applicable foreign healthcare related fraud and abuse laws, including, without limitation, the federal Anti-kickback Statute

(42 U.S.C. § 1320a-7b(b)), the U.S. Physician Payments Sunshine Act (42 U.S.C. § 1320a-7h), the civil False Claims Act (31 U.S.C.

§§ 3729 et seq.), the criminal False Claims Law (42 U.S.C. § 1320a-7b(a)), all criminal laws relating to healthcare fraud

and abuse, including but not limited to 18 U.S.C. Sections 286 and 287, the healthcare 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 laws

(42 U.S.C. § 1320a-7), and the civil monetary penalties law (42 U.S.C. § 1320a-7a); (iii) HIPAA, as amended by the Health Information

Technology for Economic Clinical Health Act (42 U.S.C. Section 17921 et seq.); (iv) the regulations promulgated pursuant to such laws;

and (v) any other similar local, state, federal, or foreign laws (collectively, the “Health Care Laws”). Neither the

Company, nor to the Company’s knowledge, any of its officers, directors, employees or agents have engaged in activities which are,

as applicable, cause for false claims liability, civil penalties, or mandatory or permissive exclusion from Medicare, Medicaid, or any

other state or federal healthcare program. The Company has not received written notice or other correspondence of any claim, action, suit,

audit, survey, proceeding, hearing, enforcement, investigation, arbitration or other action (“Action”) from any court or arbitrator

or governmental or regulatory authority or third party alleging that any product operation or activity is in violation of any Health Care

Laws, and, to the Company’s knowledge, no such claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration

or other action is threatened. The Company is not a party to and does not have any ongoing reporting obligations pursuant to any corporate

integrity agreement, deferred prosecution agreement, monitoring agreement, consent decree, settlement order, plan of correction or similar

agreement imposed by any governmental or regulatory authority. Additionally, neither the Company, nor to the Company’s knowledge,

any of its employees, officers or directors, has been excluded, suspended or debarred from participation in any U.S. state or federal

health care program or human clinical research or, to the knowledge of the Company, is subject to a governmental inquiry, investigation,

proceeding, or other similar action that could reasonably be expected to result in debarment, suspension, or exclusion.

(gg) Environmental Laws.

Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or would not, individually or in

the aggregate, result in a Material Adverse Effect, (A) neither the Company nor any Subsidiary is in violation of any federal, state,

local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation

thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health,

the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife,

including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants,

wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or mold (collectively,

“Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport

or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company and its Subsidiaries have

all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements,

(C) there are no pending or, to the knowledge of the Company threatened, administrative, regulatory or judicial actions, suits, demands,

demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against

the Company or any Subsidiary and (D) to the Company’s knowledge, there are no events or circumstances that would reasonably be

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

Entity, against or affecting the Company or any Subsidiary relating to Hazardous Materials or any Environmental Laws.

(hh) Accounting Controls

and Disclosure Controls. The Company and each of its Subsidiaries maintain effective internal control over financial reporting (as

defined under Rule 13-a15 and 15d-15 under the rules and regulations of the Commission under the 1934 Act Regulations and a system of

internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s

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

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

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

appropriate action is taken with respect to any differences; and (E) the interactive data in eXtensible Business Reporting Language incorporated

by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for

in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except as

described in the Registration Statement, the General Disclosure Package and the Prospectus, since the end of the Company’s most

recent audited fiscal year, there has been (1) no material weakness in the Company’s internal control over financial reporting (whether

or not remediated) and (2) no change in the Company’s internal control over financial reporting that has materially adversely affected,

or is reasonably likely to materially adversely affect, the Company’s internal control over financial reporting. The Company and

each of its Subsidiaries maintain an effective system of disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15

under the 1934 Act Regulations) that are designed to ensure that information required to be disclosed by the Company in the reports that

it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s

rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers

and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

(ii) Payment of Taxes.

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

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

appeals have been or will be promptly taken and as to which adequate reserves have been provided in conformity with GAAP. The United States

federal income tax returns of the Company through the fiscal year ended December 31, 2025 have been settled and no assessment in connection

therewith has been made against the Company. The Company and its Subsidiaries have filed all other tax returns that are required to have

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

not result in a Material Adverse Effect, and have paid all taxes due pursuant to such returns or pursuant to any assessment received by

the Company and its Subsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves

have been established by the Company. The charges, accruals and reserves on the books of the Company in respect of any income and corporation

tax liability for any years not finally determined are, in conformity with GAAP, adequate to meet any assessments or re-assessments for

additional income tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material

Adverse Effect.

(jj) Insurance. The Company

and its Subsidiaries carry or are entitled to the benefits of insurance, with financially sound and reputable insurers, in such amounts

and covering such risks as is generally maintained by companies of established repute engaged in the same or similar business, and all

such insurance is in full force and effect. The Company has no reason to believe that it or its Subsidiaries will not be able (A) to renew

its existing insurance coverage as and when such policies expire or (B) to obtain comparable coverage from similar institutions as may

be necessary or appropriate to conduct its business as now conducted and at a cost that would not result in a Material Adverse Effect.

Neither of the Company nor its Subsidiaries has been denied any insurance coverage which it has sought or for which it has applied.

(kk) Investment Company Act.

The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds

therefrom as described in the Registration Statement, the General Disclosure Package and the Prospectus will not be required, to register

as an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”).

(ll) Absence of Manipulation.

Neither the Company nor any affiliate of the Company has taken, nor will the Company or any affiliate take, directly or indirectly, any

action which is designed, or would be expected, to cause or result in, or which constitutes, the stabilization or manipulation of the

price of any security of the Company to facilitate the sale or resale of the Securities and Prefunded Warrant Shares or to result in a

violation of Regulation M under the 1934 Act.

(mm) Foreign Corrupt Practices

Act. None of the Company, its Subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, affiliate

or other person acting on behalf of the Company or its Subsidiaries is aware of or has taken any action, directly or indirectly, that

would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder

(the “FCPA”), including, without limitation, making use of the mails or any means or instrumentality of interstate

commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property,

gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined

in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the

FCPA and the Company has and, to the knowledge of the Company, its affiliates have conducted their businesses in compliance with the FCPA

and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure,

continued compliance therewith.

(nn) Money Laundering Laws.

To the Company’s knowledge after due inquiry, the operations of the Company and its Subsidiaries are and have been conducted at

all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting

Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related

or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money

Laundering Laws”); and no action, suit or proceeding by or before any Governmental Entity involving the Company or its Subsidiaries

with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(oo) OFAC. None of the

Company, its Subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, affiliate or representative of

the Company or its Subsidiaries is an individual or entity (“Person”) currently the subject or target of any sanctions

administered or enforced by the United States Government, including, without limitation, the U.S. Department of the Treasury’s Office

of Foreign Assets Control, the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions

authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory

that is the subject of Sanctions; and the Company will not directly or indirectly use the proceeds of the sale of the Securities, or lend,

contribute or otherwise make available such proceeds to any Subsidiary, joint venture partners or other Person, to fund any activities

of or business with any Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any

other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as underwriter,

advisor, investor or otherwise) of Sanctions.

(pp) Statistical and Market-Related

Data. Any statistical and market-related data included in the Registration Statement, the General Disclosure Package or the Prospectus

are based on or derived from sources that the Company believes, after reasonable inquiry, to be reliable and accurate and, to the extent

required, the Company has obtained the written consent to the use of such data from such sources.

(qq) Privacy and Data Protection.

The Company and its Subsidiaries have operated their business in a manner compliant in all material respects with all United States federal,

state, local and non-United States privacy, data security and data protection laws and regulations applicable to the Company’s collection,

use, transfer, protection, disposal, disclosure, handling, storage and analysis of personal data. The Company and its Subsidiaries have

been and are in compliance in all material respects with internal policies and procedures designed to ensure the integrity and security

of the data collected, handled or stored in connection with its business; the Company and its Subsidiaries have been and are in compliance

in all material respects with internal policies and procedures designed to ensure compliance with the Health Care Laws that govern privacy

and data security and take, and have taken reasonably appropriate steps designed to assure compliance with such policies and procedures.

The Company and its Subsidiaries have taken reasonable steps to maintain the confidentiality of its personally identifiable information,

protected health information, consumer information and other confidential information of the Company, its Subsidiaries and any third parties

in its possession (“Sensitive Company Data”). The tangible or digital information technology systems (including computers,

screens, servers, workstations, routers, hubs, switches, networks, data communications lines, technical data and hardware), software and

telecommunications systems used or held for use by the Company and its Subsidiaries (the “Company IT Assets”) are adequate

and operational for, in accordance with their documentation and functional specifications, the business of the Company and its Subsidiaries

as now operated and as currently proposed to be conducted as described in the Registration Statement, the General Disclosure Package and

the Prospectus. The Company and its Subsidiaries have used reasonable efforts to establish, and have established, commercially reasonable

disaster recovery and security plans, procedures and facilities for the business consistent with industry standards and practices in all

material respects, including, without limitation, for the Company IT Assets and data held or used by or for the Company and its Subsidiaries.

The Company and its Subsidiaries have not suffered or incurred any security breaches, compromises or incidents with respect to any Company

IT Asset or Sensitive Company Data, except where such breaches, compromises or incidents would not reasonably be expected to, individually

or in the aggregate, result in a Material Adverse Effect; and there has been no unauthorized or illegal use of or access to any Company

IT Asset or Sensitive Company Data by any unauthorized third party. The Company and its Subsidiaries have not been required to notify

any individual of any information security breach, compromise or incident involving Sensitive Company Data.

(rr) No Broker Fees.

Except as disclosed in the General Disclosure Package, there are no contracts, agreements or understandings between the Company and any

person that would give rise to a valid claim against the Company or any Underwriter for a brokerage commission, finder’s fee or

other like payment in connection with the offering of the Securities contemplated hereby.

(ss) Transactions With Affiliates

and Employees. Except as set forth in the General Disclosure Package, none of the officers or directors of the Company or any Subsidiary

and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with

the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other

arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing

for the borrowing of money from or lending of money to or otherwise requiring payments to or from, any officer, director or such employee

or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is

an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for (i) payment of salary

or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits,

including stock option agreements under any stock option plan of the Company.

(tt) Application of Takeover

Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control

share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover

provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation

that is or could become applicable as a result of the Underwriters and the Company fulfilling their obligations or exercising their rights

under this Agreement, and any other documents or agreements executed in connection with the transactions contemplated hereunder.

(uu) No Integrated Offering.

Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf has, directly or indirectly, made any offers

or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities

to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any trading market

or exchange on which any of the securities of the Company are listed or designated.

(vv) Solvency. Based

on the consolidated financial condition of the Company as of the Closing Time, after giving effect to the receipt by the Company of the

proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Company’s assets exceeds the amount that

will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known contingent liabilities)

as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its business as now conducted

and as proposed to be conducted including its capital needs taking into account the particular capital requirements of the business conducted

by the Company, consolidated and projected capital requirements and capital availability thereof, and (iii) the current cash flow of the

Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated

uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when such amounts are required to be paid.

The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts

of cash to be payable on or in respect of its debt). The Company has no knowledge of any facts or circumstances which lead it to believe

that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from

the Closing Time.

(ww) Stock Option Plans.

Each stock option granted by the Company under the Company’s stock option plan was granted (i) in accordance with the terms of the

Company’s stock option plan and (ii) with an exercise price at least equal to the fair market value of the Common Stock on the date

such stock option would be considered granted under GAAP and applicable law. No stock option granted under the Company’s stock option

plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly

grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the release or other public announcement

of material information regarding the Company or its Subsidiaries or their financial results or prospects.

(xx) U.S. Real Property Holding

Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the

Code, and the Company shall so certify upon the Representative’s request.

(yy) Bank Holding Company

Act. Neither the Company nor any of its Subsidiaries or affiliates is subject to the Bank Holding Company Act of 1956, as amended

(the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”).

Neither the Company nor any of its Subsidiaries or affiliates owns or controls, directly or indirectly, five percent (5%) or more of the

outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total equity of a bank or any entity

that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or affiliates exercises

a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal

Reserve.

(zz) D&O Questionnaires.

To the Company’s knowledge, all information contained in the questionnaires completed by each of the Company’s directors and

officers immediately prior to the offering of the Securities and in the Lock-up Agreements (as defined below) provided to the Underwriters

is true and correct in all respects and the Company has not become aware of any information which would cause the information disclosed

in such questionnaires to become inaccurate and incorrect.

(aaa) FINRA Affiliation.

No officer, director or any beneficial owner of 10% or more of the Company’s unregistered securities has any direct or indirect

affiliation or association with any FINRA member (as determined in accordance with the rules and regulations of FINRA) that is participating

in the offering of the Securities. The Company will advise the Representative and Underwriters’ counsel if it learns that any officer,

director or owner of 10% or more of (i) the Company’s outstanding shares of Common Stock or (ii) any securities of the Company or

the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt,

preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or

otherwise entitles the holder thereof to receive, Common Stock is or becomes an affiliate or associated person of a FINRA member firm.

(bbb) Board of Directors.

Except as set forth in the SEC Reports, the Board of Directors is comprised of the persons set forth in the Company’s Annual Report

on Form 10-K filed with the Commission on March 12, 2025. The qualifications of the persons serving as board members and the overall composition

of the Board of Directors comply with the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder applicable to the Company and

the rules of the Nasdaq Stock Market LLC. At least one member of the Board of Directors qualifies as a “financial expert”

as such term is defined under the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder and the rules of the Nasdaq Stock Market

LLC. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent” as defined

under the rules of the Nasdaq Stock Market LLC.

(ccc) Cybersecurity.

(i)(x) There has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information

technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers,

vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”)

and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably

be expected to result in, any security breach or other compromise to its IT Systems and Data; (ii) the Company and the Subsidiaries are

presently in 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 Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as

would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and

maintained commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous

operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster

recovery technology consistent with industry standards and practices.

(ddd) ERISA Compliance.

The Company and its Subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security

Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established

or maintained by the Company, its Subsidiaries or their “ERISA Affiliates” (as defined below) are in compliance in all material

respects with ERISA. “ERISA Affiliate” means, with respect to the Company or any of its Subsidiaries, any member of any group

of organizations described in Sections 414(b), (c), (m) or (o) of the Code of which the Company or such Subsidiary is a member. No “reportable

event” (as defined under ERISA) has occurred or is reasonably expected to occur with respect to any “employee benefit plan”

established or maintained by the Company, its Subsidiaries or any of their ERISA Affiliates. No “employee benefit plan” established

or maintained by the Company, its Subsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated,

would have any “amount of unfunded benefit liabilities” (as defined under ERISA). Neither the Company, its Subsidiaries nor

any of their ERISA Affiliates has incurred or reasonably expects to incur any liability under (i) Title IV of ERISA with respect to termination

of, or withdrawal from, any “employee benefit plan” or (ii) Sections 412, 4971, 4975 or 4980B of the Code. Each employee benefit

plan established or maintained by the Company, its Subsidiaries or any of their ERISA Affiliates that is intended to be qualified under

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

such qualification.

(eee) No Rights to Purchase

Preferred Stock. The issuance and sale of the Securities as contemplated hereby will not cause any holder of any shares of capital

stock, securities convertible into or exchangeable or exercisable for capital stock or options, warrants or other rights to purchase capital

stock or any other securities of the Company to have any right to acquire any shares of preferred stock of the Company.

(fff) No Contract Terminations.

Neither the Company nor any of its Subsidiaries has sent or received any communication regarding termination of, or intent not to renew,

any of the contracts or agreements referred to or described in the Registration Statement, the Time of Sale Prospectus or the Prospectus,

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

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

(ggg) Dividend Restrictions.

No Subsidiary of the Company is prohibited or restricted, directly or indirectly, from paying dividends to the Company, or from making

any other distribution with respect to such Subsidiary’s equity securities or from repaying to the Company or any other Subsidiary

of the Company any amounts that may from time to time become due under any loans or advances to such Subsidiary from the Company or from

transferring any property or assets to the Company or to any other Subsidiary.

(hhh) Maintenance of Rating.

Neither the Company nor its Subsidiaries have any debt securities or preferred stock that are rated by any “nationally recognized

statistical rating agency” (as defined in Section 3(a)(62) of the 1934 Act).

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) Closing 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 price per share of Common Stock or per Pre-Funded Warrant, as applicable, set forth in Schedule B-1, that number

of Closing Shares and Pre-Funded Warrants, if any, set forth in Schedule A opposite the name of such Underwriter, plus any additional

number of Closing 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 Representative in its sole discretion shall make to eliminate any sales

or purchases of fractional shares.

(b) Option Shares. In

addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth,

the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,875,000 Option Shares,

at the price per share of Common Stock 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 Closing Shares but not payable on the Option Shares. 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 Representative

to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time

and date of payment and delivery for such Option Shares. Any such time and date of delivery (a “Date of Delivery”)

shall be determined by the Representative, but any Date of Delivery after the Closing Time shall not be later than seven full business

days nor earlier than two 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, each of the Underwriters, acting severally and not jointly, will purchase

that proportion of the total number of Option Shares then being purchased which the number of Closing Shares and Pre-Funded Warrants,

if any, set forth in Schedule A opposite the name of such Underwriter bears to the total number of Closing Shares and Pre-Funded

Warrants, if any, subject, in each case, to such adjustments as the Representative in its sole discretion shall make to eliminate any

sales or purchases of fractional shares.

of the purchase price for, and delivery of certificates or security entitlements for, the Closing Shares and Pre-Funded Warrants shall

be made at the offices of Underwriter’s Counsel, or at such other place as shall be agreed upon by the Representative and the Company,

at 10:00 A.M. (New York City time) on the first (second, if the pricing occurs after 4:00 P.M. (New York City time) on any given day)

business day after the date hereof (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 Representative and the Company (such time and date of payment and delivery

being herein called “Closing Time”). Delivery of the Closing Shares at the Closing Time shall be made through the facilities

of The Depository Trust Company unless the Representative shall otherwise instruct. The Pre-Funded Warrants shall be delivered to the

Representative in definitive form, registered in such names and in such denominations as the Representative shall request in writing not

later than the Closing Time. The Pre-Funded Warrants will be made available for inspection by the Representative on the business day prior

to the Closing Time.

In addition, in the event

that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates

or security entitlements for, such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed

upon by the Representative and the Company, on each Date of Delivery as specified in the notice from the Representative to the Company.

Delivery of the Option Shares on each such Date of Delivery shall be made through the facilities of The Depository Trust Company unless

the Representative shall otherwise instruct.

Payment shall be made to the

Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representative

for the respective accounts of the Underwriters of certificates or security entitlements for the Securities to be purchased by them. It

is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment

of the purchase price for, the Closing Shares, the Pre-Funded Warrants and the Option Shares, if any, which it has agreed to purchase.

Titan Partners, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase

price for the Closing Shares, the Pre-Funded Warrants, if any, or the Option Shares, if any, to be purchased by any Underwriter whose

funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve

such Underwriter from its obligations hereunder.

(d) Underwriter Warrants.

The Company hereby agrees to issue to the Representative (and/or its affiliates, employees or third-party designees) at the Closing Time

and each Date of Delivery, if any, warrants (“Underwriter Warrants”, and together with the Pre-Funded Warrants, the

“Warrants”) for the purchase of an aggregate of a number of shares of Common Stock (the “Underwriter Warrant

Shares”), representing 5% of the sum of the Closing Shares and Pre-Funded Warrant Shares issuable upon exercise of the Pre-Funded

Warrants, if any, sold at the Closing Time, and 5% of the Option Shares sold at each Date of Delivery, if any. The Underwriter Warrants,

in form and substance acceptable to the Representative, shall be exercisable, in whole or in part, immediately upon issuance and expire

on the five-year anniversary of the date of this Agreement at an initial exercise price per share of Common Stock of $0.92. Delivery of

the Underwriter Warrants shall be made at the Closing Time and each Date of Delivery, if any, and shall be issued in the name or names

and in such authorized denominations as the Representative may request.

(e) Non-accountable Expenses.

The Company hereby agrees to pay the Representative a non-accountable expense allowance in the amount of one percent (1%) of the gross

proceeds of the sale of Closing Securities at the Closing Time and one percent (1%) of the gross proceeds of the sale of any Option Shares

on each Date of Delivery, to be paid at the Closing Time and each Date of Delivery, if any, by deduction from the proceeds on such date.

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 Representative 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

and Prefunded Warrant Shares 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 or 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 Representative 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 Representative 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 Representative 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 Representative 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 Representative notice of its intention to make any such filing from the Applicable Time to

the Closing Time and will furnish the Representative 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 Representative or counsel for the Underwriters shall

reasonably object.

Statements. The Company has furnished or will deliver to the Representative and counsel for the Underwriters, 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 Representative, 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 and Prefunded Warrant Shares 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 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 Representative may 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 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 best efforts to effect and maintain the listing of the Common Stock (including the Closing Shares and the Warrant Shares

and Option Shares, if any) on the Nasdaq Stock Market LLC.

(i) Restriction on Sale of

Securities.

(i) From the date

hereof until 75 days following the Closing Time, the Company will not, without the prior written consent of the Representative, (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 and Underwriter Warrants to be issued and sold hereunder; (B) any shares of Common Stock issued by the Company

upon the exercise of an option or warrant, including the Pre-Funded Warrants and Underwriter Warrants, or 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;

(C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company

referred to in the Registration Statement, the General Disclosure Package and the Prospectus; (D) any shares of Common Stock issued pursuant

to any existing non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General

Disclosure Package and the Prospectus; or (E) the filing by the Company of any registration statement on Form S-8 or a successor form

thereto.

(ii) Reserved.

(iii) Notwithstanding

the foregoing, this Section 3(i) shall not apply in respect of an Exempt Issuance. “Exempt Issuance” means the issuance of

(a) shares of Common Stock, restricted stock units or options to employees, officers or directors of the Company pursuant to any equity

incentive plan duly adopted for such purpose by a majority of the non-employee members of the Board of Directors or a majority of the

members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities upon

the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or

convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been

amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or

conversion price of such securities or to extend the term of such securities, (c) securities issued pursuant to acquisitions or strategic

transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted

securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement

in connection therewith within 75 days following the Closing Time, and provided that any such issuance shall only be to a Person (or to

the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business

synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds,

but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity

whose primary business is investing in securities, and (d) upon the mutual agreement of the Company and the Representative, entry into

an agreement with respect to, or the issuance of, shares of Common Stock pursuant to an "at the market offering" program established

by the Company under an ATM sales agreement or similar arrangement with the one or more registered broker-dealers, acting as sales agent,

provided that no sales under such program shall occur during the 75-day period following the Closing Time without the prior written consent

of the Representative.

(j) Reporting Requirements.

The Company, during the period when a Prospectus relating to the Securities and Prefunded Warrant Shares 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.

(k) Issuer Free Writing Prospectuses.

The Company agrees that, unless it obtains the prior written consent of the Representative, 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 Representative 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 Representative.

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 Representative 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 Representative 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.

(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 Representative 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 Pre-Funded Warrants or Underwriter 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 Pre-Funded Warrants or Underwriter Warrants, as applicable, the number of Warrant Shares

that are initially issuable and deliverable upon the exercise of the then-outstanding Pre-Funded Warrants and Underwriter Warrants.

(n) Emerging Growth

Company Status. The Company will promptly notify the Representatives if the Company ceases to be an Emerging Growth Company at any time

prior to the later of (i) completion of the distribution of the Securities within the meaning of the 1933 Act and (ii) completion of the

75-day restricted period referred to in Section 3(i).

SECTION 4. Payment of Expenses.

(a) Expenses. The Company

hereby agrees to pay on each of the Closing Time and each Closing Time related to Option Shares, if any, to the extent not paid at the

Closing Time, all expenses associated with the Offering or incident to the performance of the obligations of the Company under this Agreement,

including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities to be sold

in the Offering (including the Option Shares and the costs of reproducing and distributing each of the Pre-Funded Warrants) with the Commission;

(b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) the fees and expenses incurred

in connection with the listing of the Closing Shares, Warrant Shares and Option Shares on the Nasdaq Stock Market LLC and such other stock

exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to the registration

or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as

the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the fees and expenses

of blue sky counsel); (e) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting

Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’

Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as

many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (f) the costs and expenses of the Company’s

public relations firm; (g) the costs of preparing, printing and delivering the Securities; (h) the costs for “tombstones”

and/or other commemorative items; (i) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees

required for same-day processing of any instruction letter delivered by the Company); (j) stock transfer and/or stamp taxes, if any, payable

upon the transfer of securities from the Company to the Underwriters; (k) the fees and expenses of the Company’s accountants; (l)

the fees and expenses of the Company’s legal counsel and other agents and representatives; (m) the Underwriters’ costs of

mailing prospectuses to prospective investors; (n) the costs associated with advertising the Offering in the national editions of the

Wall Street Journal and New York Times after the Closing Time; (o) the fees and expenses of Underwriter’s Counsel; (p) the Company’s

reasonable “road show” expenses for the Offering; and (q) the costs for bound volumes of the public offering materials as

well as commemorative mementos and Lucite tombstones, each of which the Company or its designee will provide within a reasonable time

after the Closing in such quantities as the Underwriters may reasonably request. The Underwriters may also deduct from the net proceeds

of the Offering payable to the Company on the Closing Time, or each Closing Time related to the Option Shares, if any, the expenses set

forth herein to be paid by the Company to the Underwriters. In no event shall reimbursable expenses to the Underwriters pursuant to this

Section 4(a) exceed $100,000.

(b) RESERVED.

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 Representative shall have received the opinion and the negative assurance letter, each dated the

Closing Time, of Lucosky Brookman LLP, counsel for the Company, together with the opinion of Shay Glenn LLP, special counsel for the Company

with respect to intellectual property matters, each in form and substance satisfactory to the Representative.

Underwriters. At the Closing Time, the Representative shall have received an opinion, dated the Closing Time, of Sullivan & Worcester

LLP, counsel for the Underwriters (“Underwriter’s Counsel”), together with signed or reproduced copies of such

letters for each of the other Underwriters in form and substance satisfactory to the Representative.

(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 Representative 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 Representative shall have received from each of CBIZ CPAs P.C. and Marcum

LLP a letter, dated such date, in form and substance satisfactory to the Representative, 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 Representative shall have received from each of CBIZ CPAs P.C. and Marcum 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) Approval of Listing.

The Company shall have submitted a listing of additional shares notification form to Nasdaq Stock Market LLC with respect to the Securities

and Warrant Shares and shall have received no objection thereto from Nasdaq Stock Market LLC.

(h) Form of Pre-Funded Warrant.

The Representative shall have received a form of Pre-Funded Warrant in form and substance reasonably acceptable to the Representative.

(i) No Objection. FINRA

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

(j) Lock-up Agreements.

At the date of this Agreement, the Representative shall have received an agreement substantially in the form of Exhibit A hereto

signed by all of the Company’s directors and officers and shareholders of the Company listed on Exhibit A (the “Lock-up

Agreements”). The Company agrees to enforce the restrictions on transfer set forth in Lock-up Agreements.

(k) Intentionally omitted.

(l) Neither the Company nor

its subsidiaries have any debt securities or preferred stock that are rated by any “nationally recognized statistical rating agency”

(as defined in Section 3(a)(62) of the 1934 Act).

(m) Conditions to Purchase

of Option Shares. In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any

portion of the Option Shares, 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 Representative 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.

(ii) Opinion of

Counsel for Company. If requested by the Representative, the opinion, and negative assurance letter, of Lucosky Brookman LLP, counsel

for the Company, together with the opinion of Shay Glenn LLP, special counsel for the Company with respect to intellectual property matters,

each in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Shares to

be purchased on such Date of Delivery and otherwise to the same effect as the opinions and negative assurance letter required by Section

5(b) hereof.

(iii) Opinion of

Counsel for Underwriters. If requested by the Representative, an opinion, of Underwriter’s Counsel, dated such Date of Delivery,

relating to the Option Shares 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. If requested by the Representative, a letter from each of CBIZ CPAs P.C. and Marcum LLP, in form and substance satisfactory

to the Representative and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Representative

pursuant to subsection (f) of this Section, except that the “specified date” in the letter furnished pursuant to this paragraph

shall be a date not more than three business days prior to such Date of Delivery.

(v) Intentionally

omitted.

(n) 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 Representative and counsel for the Underwriters.

(o) 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 Shares on a Date of Delivery which is after the Closing Time, the obligations of the

several Underwriters to purchase the relevant Option Shares, may be terminated by the Representative 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, 13, 14 and 15 shall survive any such termination

and remain in full force and effect.

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; and

(iii) against any

and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representative), 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.

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 Representative, 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 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.

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 Closing

Shares and Pre-Funded Warrants, if any, 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

Representative 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 Representative, 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 Representative, 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 Stock Market LLC, 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.

(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, 14, 15 and 16 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 Representative

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 Representative shall not have completed such arrangements within such 24-hour period, then:

(a) if the number of Defaulted

Securities does not exceed 10% of the number of Closing Shares and Pre-Funded Warrants, collectively, 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

(b) if the number of Defaulted

Securities exceeds 10% of the number of Closing Shares and Pre-Funded Warrants, collectively, 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 Shares 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 Shares,

as the case may be, either the (i) Representative or (ii) the Company shall have the right to postpone 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.

Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall

be deemed given and effective on the earliest of: (i) the time of transmission, if such notice or communication is delivered via e-mail

attachment at the email address set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on a day

on which the Nasdaq Stock Market LLC is open for trading (“Trading Day”), (ii) the next Trading Day after the time

of transmission, if such notice or communication is delivered via e-mail attachment at the e-mail address as set forth on the signature

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

(2nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized

overnight courier service or (iv) upon actual receipt by the party to whom such notice is required to be given. The address for such notices

and communications shall be as set forth below:

if sent to the Representative

or any Underwriter, shall be delivered personally, by e-mail, or sent by a nationally recognized overnight courier service to:

Titan Partners

Group LLC, a division of American Capital Partners, LLC

4 World Trade Center,

49th Floor

New York, NY 10007

Attention: Adam

Sands

Email: notices@titanpartnersgrp.com

with a copy to Underwriters’

counsel (which shall not constitute notice) at:

Sullivan &

Worcester LLP

1251 Avenue of

the Americas

New York, New York

10020

Attention: David Danovitch,

Esq. and Aaron Schleicher, Esq.

Email:

if sent to the Company, shall

be delivered personally, by e-mail, or sent by a nationally recognized overnight courier service to:

Heartbeam, Inc.

2118 Walsh Avenue,

Suite 210, Santa Clara, CA 95050

Attention: Tim

Cruickshank, CFO

Email:

with a copy to the Company

counsel (which shall not constitute notice) at:

Lucosky Brookman

LLP

101 Wood Avenue South, 5th Floor Woodbridge, NJ 08830

Attention: Joseph

M. Lucosky, Esq.

Email:

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 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. 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.

SECTION 14. 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 15. Waiver of Trial

by Jury. The Company 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. 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 17. 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 18. 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 19. 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 20. Effect of Headings.

The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of

this Agreement.

SECTION

21. 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.

SECTION 22. 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.

[SIGNATURE PAGES FOLLOW]

Very truly yours,

heartbeam,

INC.

By:

Name:

Title:

Accepted as of the date hereof

Titan Partners

Group LLC,

A Division

of American Capital Partners, LLC

By:

Name:

Adam Sands

Title:

Authorized Representative

For themselves and as Representative of the other Underwriters named

in Schedule A hereto.

SCHEDULE A

Shares of Common Stock: 12,500,000

Pre-Funded Warrants: 0

Underwriter

Number of

Closing Shares

Number of

Pre-Funded Warrants

Titan Partners Group LLC, a division of American Capital Partners, LLC

12,500,000

Total

12,500,000

SCHEDULE B-1

Pricing Terms

Public Offering Price per Share of Common Stock: $0.80

Underwriters’ Discount per Share of Common Stock: $0.056

Public Offering Price per Pre-Funded Warrant: N/A

Underwriters’ Discount per Pre-Funded Warrant: N/A

SCHEDULE B-2

Free Writing Prospectuses

None.

Exhibit A

● Robert Eno

● Timothy Cruickshank

● Kenneth Persen

● Richard Ferrari

● George de Urioste

● Marga Ortigas-Wedekind

● Willem Elfrink

● Mark Strome

● Kenneth Nelson

● Michael Jaff

● Branislav Vajdic

FORM OF LOCK-UP AGREEMENT

Exhibit B

FORM OF PRE-FUNDED WARRANT

EX-4.1 — FORM OF UNDERWRITER WARRANT

EX-4.1

Filename: ea028665501ex4-1.htm · Sequence: 3

Exhibit 4.1

REPRESENTATIVE’S PURCHASE WARRANT

heartbeam,

INC.

Warrant Shares: 625,000

Issue Date: April 16, 2026

This REPRESENTATIVE’S

PURCHASE WARRANT (the “Warrant”) certifies that, for value received, American Capital Partners, LLC or its assigns

(the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter

set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New

York City time) on April 14, 2031 (the “Termination Date”) but not thereafter, to subscribe for and purchase from HeartBeam,

Inc., a Delaware corporation (the “Company”), up to 625,000 shares (as subject to adjustment hereunder, the “Warrant

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

Price, as defined in Section 2(b).

Section 1. Definitions.

In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1:

“Affiliate”

means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control

with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

“Bid Price”

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

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

Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (“Bloomberg”) (based on a Trading

Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if 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.

“Business Day”

means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by

law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required

by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any

other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so

long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are

open for use by customers on such day.

“Commission”

means the United States Securities and Exchange Commission.

“Common Stock”

means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter

be reclassified or changed.

“Common Stock Equivalents”

means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including,

without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable

or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Exchange Act”

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

“Person”

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

joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Securities Act”

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

“Subsidiary”

means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed

or acquired after the date hereof.

“Trading Day”

means a day on which the Common Stock is traded on a Trading Market.

“Trading Market”

means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the

NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, OTCQB

or OTCQX (or any successors to any of the foregoing).

“Transfer Agent”

means Continental Stock Transfer & Trust Company, the current transfer agent of the Company, with a mailing address of 1 State Street,

Floor 30, New York, New York 10275 and an email address of eyoung@continentalstock.com, and any successor transfer agent of the Company.

“Underwriting Agreement”

means that certain Underwriting Agreement (the “Underwriting Agreement”), dated April 14, 2026, between the Company

and Titan Partners Group LLC, a division of American Capital Partners, LLC, as representative of the several Underwriters named in Schedule

A thereto

“VWAP” means,

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

on The New York Stock Exchange, the NYSE American or any tier of The Nasdaq Stock Market (each, 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 are then listed or quoted as reported by Bloomberg(based on a trading day from 9:30 a.m. (New York City time) to 4:02

p.m. (New York City time)), (b) if the Common Stock are listed or quoted on the OTCQB or OTCQX (each as operated by OTC Markets Group,

Inc., or any successor 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 are not then listed or quoted for trading on the OTCQB or OTCQX Markets and if prices

for the Common Stock are then reported in the OTC Pink Market published by OTC Markets Group Inc. (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 Common Stock as determined by an independent appraiser selected in good faith by the Board of Directors

of the Company and reasonably acceptable to the Holder, the fees and expenses of which shall be paid by the Company.

Section 2. Exercise.

a) Exercise of

Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or

after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF copy submitted

by email (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within

the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section

2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified

in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise

procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall

be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding

anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder

has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall

surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise

is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares

available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal

to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant

Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading

Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of

the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available

for purchase hereunder at any given time may be less than the amount stated on the face hereof.

b) Exercise Price.

The exercise price per share of Common Stock under this Warrant shall be $0.92, subject to adjustment hereunder (the “Exercise

Price”).

c) Cashless Exercise.

In lieu of exercising this Warrant by delivering the aggregate Exercise Price by wire transfer or cashier’s check, at the election

of the Holder, 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 intraday high trading price of the

shares of Common Stock on the Trading Day immediately preceding the date of the applicable Notice of Exercise, as reported by Bloomberg,

if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2)

both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours”

(as defined in Rule 600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option

of the Holder, either (y) the intraday high trading price of the shares of Common Stock on the Trading Day on the date of the applicable

Notice of Exercise, as reported by Bloomberg , or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by

Bloomberg as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed

during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2)

hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the

date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both

executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;

(B)

= the Exercise Price of this Warrant, as adjusted hereunder;

and

(X)

= the number of Warrant Shares that would be issuable upon exercise

of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless

exercise.

If Warrant Shares

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

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

contrary to this Section 2(c).

Notwithstanding

anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant

to this Section 2(c).

d) Mechanics

of Exercise.

i. Delivery

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

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

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

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

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

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

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

of (i) one (1) Trading Day after the delivery to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising

the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery

Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder

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

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

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

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

Share Delivery Date, then commencing on the date that is two (2) Trading Days after the Warrant Share Delivery Date, provided that the

Warrant Shares have not been delivered, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for

each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of

Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the third Trading Day after the Warrant Share Delivery Date) for

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

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

exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number

of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of

the Notice of Exercise.

ii. Delivery

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

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

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

be identical with this Warrant.

iii. Rescission

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

by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise; provided, however, that the Holder

shall be required to return any Warrant Shares or Common Stock subject to any such rescinded exercise notice concurrently with the return

to the Holder of the aggregate Exercise Price paid to the Company for such Warrant Shares and the restoration of the Holder’s right

to acquire such Warrant Shares pursuant to this Warrant (including, issuance of a replacement warrant certificate evidencing such restored

right).

iv. Compensation

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

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

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

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

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

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

total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained

by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise

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

Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in

which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been

issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common

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

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

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

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

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

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

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

v. No Fractional

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

to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election,

either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or

round up to the next whole share.

vi. Charges,

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

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

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

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

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

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

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

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

vii. Closing

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

pursuant to the terms hereof.

e) Holder’s

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

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

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

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

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

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

of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude

the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant

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

nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject

to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its

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

shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being

acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d)

of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent

that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other

securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable

shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination

of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution

Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company

shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status

as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated

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

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

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

or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the

Company shall within one Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding.

In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of

securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such

number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or,

upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of Common Stock outstanding immediately

after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company,

may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation

in no event exceeds 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares

of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any

increase in the Beneficial Ownership Limitation will not be effective until the 61st day

after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise

than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective

or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable

to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Section 3. Certain Adjustments.

a) Stock Dividends

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

or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which,

for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides

outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding

shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of Common Stock any shares of capital

stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number

of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall

be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this

Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment

made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled

to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision,

combination or re-classification. For the purposes of clarification, the Exercise Price of this Warrant will not be adjusted in the event

that the Company or any subsidiary thereof, as applicable, sells or grants any option to purchase, or sell or any grant any right to reprice,

or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock

or Common Stock Equivalents, at an effective price per share less than the Exercise Price then in effect.

b) Subsequent

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

any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any

class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms

applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number

of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including

without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance

or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are

to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right

to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall

not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result

of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time,

if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

c) Pro Rata Distribution.

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 (other than cash) of 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). To the extent that this Warrant has not been partially or completely exercised at the time of such Distribution, such portion

of the Distribution shall be held in abeyance for the benefit of the Holder until the Holder has exercised this Warrant.

d) Fundamental

Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions

effects any merger or consolidation of the Company with or into another Person (other than for the purpose of changing the Company’s

name or jurisdiction of incorporation or forming or collapsing a holding company), (ii) the Company (and all of its Subsidiaries, taken

as a whole), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or

substantially all of Company’s assets on a consolidated basis in one or a series of related transactions, (iii) any, direct or indirect,

purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common

Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders

of 50% or more of the outstanding Common Stock, (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 (not including any shares of Common Stock held by the

other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or

share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent

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

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

of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving

corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental

Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental

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

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

Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the

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

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

it receives upon any exercise of this Warrant following such Fundamental Transaction.

Notwithstanding

anything to the contrary, in the event of a Fundamental Transaction, 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, share or any combination thereof, or

whether the holders of the 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 and 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 100 day volatility obtained

from the HVT function on Bloomberg 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 greater of (i) 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 (ii) the greater

of (x) the last VWAP immediately prior to the public announcement of such Fundamental Transaction and (y) the last VWAP immediately prior

to the consummation of 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. The payment of the Black Scholes Value will be made by wire transfer

of immediately available funds (or by delivery of such other consideration, as applicable) within five (5) Trading Days of the Holder’s

election (or, if later, on the effective date 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 and the other Transaction Documents in accordance with the

provisions of this Section 3(e) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved

by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the

Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form

and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or

its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to

any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise

price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to

such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price

being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction),

and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the

Successor Entity shall succeed to, and be substituted for (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.

e) Calculations.

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

of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the

number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

f) Notice to

Holder.

i. Adjustment

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

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

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

ii. Notice to

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

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

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

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

Common Stock, any consolidation or merger to which the Company (and all of its Subsidiaries, taken as a whole) 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 (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding

up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email

address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective

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

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

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

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

that holders of the Common Stock of record shall be entitled to exchange their shares of 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 in a press release disseminated by the Company

or a document filed by the Company with the 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.

Section 4. Transfer of Warrant.

a) Transferability.

Subject to compliance with any applicable securities laws, this Warrant and all rights hereunder are transferable, in whole or in part,

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

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

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

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

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

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

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

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

Company assigning this Warrant in full. This 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 or on behalf of 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.

d) Representation

by Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise

hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or

reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant

to sales registered or exempted under the Securities Act.

Section 5. Reserved.

Section 6. Miscellaneous.

a) No Rights

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

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

in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to Section

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

net cash settle an exercise of this Warrant.

b) Loss, Theft,

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

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

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

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

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

c) Saturdays,

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

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

d) Authorized

Shares.

i. The Company covenants

that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number

of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further

covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the

necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action

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

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

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

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

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

transfer occurring contemporaneously with such issue).

ii. Except and to

the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate

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

any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all

times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate

to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the

Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior

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

legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts

to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary

to enable the Company to perform its obligations under this Warrant.

iii. Before taking

any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise

Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public

regulatory body or bodies having jurisdiction thereof.

e) Governing

Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions

contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the

State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws

principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees

that any legal suit, action or proceeding arising out of or relating to this Warrant and/or the transactions contemplated hereby shall

be instituted exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court for the

Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding,

and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District

Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder and the Company further agrees

to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court

of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that

service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight

delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service

of process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery

shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE HOLDER (ON BEHALF

OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY

WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT

AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT.

f) Restrictions.

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

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

g) Nonwaiver

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

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

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

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

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

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

h) Notices.

Any and all notices or other communications or deliveries to be provided hereunder shall be made in accordance with Section 7.3 of the

Underwriting Agreement.

i) Limitation

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

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

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

Company.

j) Remedies.

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

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

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

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

k) Successors

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

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

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

by the Holder or holder of Warrant Shares.

l) Amendment.

This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand, and

the Holder of this Warrant, on the other hand.

m) Severability.

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

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

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

n) Headings.

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

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

(Signature Page Follows)

IN WITNESS WHEREOF, the Company

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

heartbeam,

INC.

By:

Name:

Title:

NOTICE OF EXERCISE

To: heartbeam,

INC.

(1) The undersigned hereby elects

to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders

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

(2) Payment shall take the form

of (check applicable box):

☐ in lawful money of the United States;

☐ if permitted the cancellation of

such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with

respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

(3) Please issue said Warrant

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

_______________________________

The Warrant Shares shall be delivered to the following

DWAC Account Number:

_______________________________

[SIGNATURE

OF HOLDER]

Name of Investing Entity: ___________________________________________________

_______________________________________________________________________

Signature of Authorized Signatory of Investing Entity:

_________________________________________________

Name of Authorized Signatory:

___________________________________________________________________

Title of Authorized Signatory:

Date: _______________________________________________________________

ASSIGNMENT FORM

(To assign the foregoing

Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing

Warrant and all rights evidenced thereby are hereby assigned to

Name:

(Please Print)

Address:

(Please Print)

Phone Number:

______________________________________

Email Address:

______________________________________

Dated: _______________, ______

Holder’s Signature:

Holder’s Address:

EX-5.1 — OPINION OF LUCOSKY BROOKMAN LLP

EX-5.1

Filename: ea028665501ex5-1.htm · Sequence: 4

Exhibit 5.1

LUCOSKY BROOKMAN LLP

101 Wood Avenue South

5th Floor

Woodbridge, NJ 08830

T - (732) 395-4400

F- (732) 395-4401

111 Broadway

Suite 807

New York, NY 10006

T - (212) 417-8160

F - (212) 417-8161

www. lucbro.com

April 16, 2026

HeartBeam, Inc.

2118 Walsh Avenue, Suite 210

Santa Clara, CA 95050

Ladies and Gentlemen:

We have acted as counsel for HeartBeam, Inc.,

a Delaware corporation (the “Company”), in connection with the preparation and filing of a Registration Statement on Form S-3

(File No. 333-293307) (the “Registration Statement”), and the prospectus supplement filed on April 16, 2026 pursuant to Rule

424(b) under the Securities Act of 1933, as amended (the “Securities Act”), dated as of April 14, 2026 (the “Prospectus

Supplement”), with the Securities and Exchange Commission (the “Commission”), covering a public offering of (i) 12,500,000

shares (the “Firm Shares”) of common stock, par value $0.0001 per share (“Common Stock”); (ii) up to 1,875,000 shares

(the “Option Shares,” together with the Firm Shares, the “Shares”) of Common Stock and (iii) up to 625,000 shares

of Common Stock (the “Underwriter Warrant Shares”) underlying the warrants issued to the Underwriter (the “Underwriter

Warrants”) that may be issued upon exercise of the Underwriter Warrants. The Shares are to be issued and sold by the Company to

the representative, pursuant to an underwriting agreement (the “Underwriting Agreement”) dated April 14, 2026, entered into

between the Company and the underwriter named therein and in the Prospectus Supplement. This opinion is being furnished in connection

with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter

pertaining to the contents of the Registration Statement or the Prospectus Supplement, other than as expressly stated herein with respect

to the issue of the Securities and the securities issued upon exercise thereunder.

In connection with this opinion, we have examined

originals or copies (certified or otherwise identified to our satisfaction) of (i) the Company’s Second Amended and Restated Certificate

of Incorporation as currently in effect, (ii) the Company’s Amended and Bylaws as currently in effect, (iii) the Registration Statement,

all exhibits thereto and related Prospectus Supplement, (iv) the Underwriting Agreement, (v) the Underwriter Warrant, (vi) minutes and

meetings of the Company’s board of directors and (vii) such corporate records, agreements, documents and other instruments, and

such certificates or comparable documents of public officials or of officers and representatives of the Company, as we have deemed relevant

and necessary as a basis for the opinion hereinafter set forth. We have also examined originals or copies, certified or otherwise identified

to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of

officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate as a

basis for the opinions stated below.

In our examination, we have assumed (a) the

genuineness of all signatures, including endorsements, (b) the authenticity of all documents submitted to us as originals, (c) the

conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the

authenticity of the originals of such copies; (d) the accuracy, completeness and authenticity of certificates of public officials;

(e) the truth, accuracy and completeness of the information, representations and warranties contained in the instruments, documents,

certificates and records we have reviewed; and (f) the legal capacity for all purposes relevant hereto of all natural persons and,

with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite

power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or

instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and

that such agreements or instruments are the valid, binding and enforceable obligations of such parties.

Based on the foregoing, and subject to the assumptions,

limitations and qualifications stated herein, we are of the opinion that:

1. the Shares have been duly

authorized for issuance by all necessary corporate action by the Company;

2. the Shares when issued

and sold as contemplated in the Registration Statement and the related Prospectus Supplement, will be validly issued, fully paid and non-assessable;

3. the Underwriter Warrants

have been duly authorized by the Company and, when executed by the Company and issued and delivered to the purchaser thereof as contemplated

by the Registration Statement and the related Prospectus Supplement and in accordance with terms of the Underwriting Agreement, such Underwriter

Warrants will constitute the valid and legally binding obligations of the Company, enforceable against the Company in accordance with

their terms; and

4. the Underwriter Warrant

Shares have been duly authorized and, when issued and delivered by the Company upon exercise of the Underwriter Warrants against payment

therefor as set forth in the Registration Statement and the related Prospectus Supplement, the Underwriting Agreement and the Underwriter

Warrants, will be validly issued, fully paid and non-assessable.

The opinion expressed herein is limited to the

corporation laws of the State of Delaware and New York law as to the Underwriter Warrants as they contain provisions stating that they

are to be governed by the laws of the State of New York. We express no opinion as to the effect on the matters covered by this letter

of the laws of any other jurisdictions.

We hereby consent to the filing of this letter

as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Prospectus

which is a part of the Registration Statement. In giving such consents, 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 promulgated thereunder.

Very truly yours,

/s/ Lucosky Brookman LLP

Lucosky Brookman LLP

EX-10.1 — FORM OF LOCK-UP AGREEMENT

EX-10.1

Filename: ea028665501ex10-1.htm · Sequence: 5

Exhibit 10.1

LOCK-UP AGREEMENT

__________, 2026

Re: Underwriting Agreement, dated as of April 13, 2026 (the “Underwriting Agreement”),

between HeartBeam, Inc., a Delaware corporation (the “Company”) and the several underwriters named in Schedule I thereto.

Ladies and Gentlemen:

Capitalized terms

used but not defined in this letter agreement (this “Letter Agreement”) shall have the meanings set forth in the Underwriting

Agreement. Pursuant to Section 5(j) of the Underwriting Agreement and in satisfaction of a condition of the Company’s obligations

under the Underwriting Agreement, the undersigned irrevocably agrees with the Company that, from the date hereof until seventy-five (75)

days after the Closing Date (such period, the “Restriction Period”) the undersigned will not offer, sell, contract

to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected

to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by

the undersigned or any Affiliate of the undersigned or any person in privity with the undersigned or any Affiliate of the undersigned),

directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within

the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to,

any shares of Common Stock of the Company or securities convertible, exchangeable or exercisable into, shares of Common Stock of the Company

(such securities, “Common Stock Equivalents”) beneficially owned, held or hereafter acquired by the undersigned (the

“Securities”) or make any demand for or exercise any right or cause to be filed a registration, including any amendments

thereto, with respect to the registration of any shares of Common Stock or Common Stock Equivalents or publicly disclose the intention

to do any of the foregoing. Beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. In order to

enforce this covenant, the Company shall impose irrevocable stop-transfer instructions preventing the transfer agent of the Company from

effecting any actions in violation of this Letter Agreement.

Notwithstanding

the foregoing, and subject to the conditions below, the undersigned may transfer the Securities provided that (1) the Company receives

a signed lock-up letter agreement (in the form of this Letter Agreement) for the balance of the Restriction Period from each donee, trustee,

distributee, or transferee, as the case may be, prior to such transfer, (2) any such transfer shall not involve a disposition for

value, (3) such transfer is not required to be reported with the Securities and Exchange Commission in accordance with the Exchange

Act and no report of such transfer shall be made voluntarily, and (4) neither the undersigned nor any donee, trustee, distributee

or transferee, as the case may be, otherwise voluntarily effects any public filing or report regarding such transfers, with respect to

any transfer:

as a bona fide gift or gifts, or charitable contribution(s);

ii)

to any immediate family member or to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin);

iii)

to any corporation, partnership, limited liability company, or other business entity all of the equity holders of which consist of the undersigned and/or the immediate family of the undersigned;

iv)

if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (a) to another corporation, partnership, limited liability company, trust or other business entity that is an Affiliate of the undersigned, (b) in the form of a distribution to limited partners, limited liability company members or stockholders of the undersigned, or (c) in connection with a sale, merger or transfer of all or substantially all of the assets of the undersigned or any other change of control of the undersigned, not undertaken for the purpose of avoiding the restrictions imposed by this Letter Agreement;

if the undersigned is a trust, to the beneficiary of such trust; or

vi)

by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned;

In addition, notwithstanding

the foregoing, this Letter Agreement shall not restrict the delivery of shares of Common Stock to the undersigned upon (i) exercise of

any options granted under any employee benefit plan of the Company; provided that any shares of Common Stock or Securities acquired in

connection with any such exercise will be subject to the restrictions set forth in this Letter Agreement, or (ii) the exercise of warrants

or any other security convertible into or exercisable for Common Stock; provided that such shares of Common Stock delivered to the undersigned

in connection with such exercise or conversion are subject to the restrictions set forth in this Letter Agreement.

Furthermore, the

undersigned may enter into any new plan established in compliance with Rule 10b5-1 of the Exchange Act; provided that (i) such plan may

only be established if no public announcement or filing with the Securities and Exchange Commission, or other applicable regulatory authority,

is made in connection with the establishment of such plan during the Restriction Period and (ii) no sale of shares of Common Stock are

made pursuant to such plan during the Restriction Period.

The undersigned

acknowledges that the execution, delivery and performance of this Letter Agreement is a material inducement to each Underwriter to complete

the transactions contemplated by the Underwriting Agreement and the Company shall be entitled to specific performance of the undersigned’s

obligations hereunder. The undersigned hereby represents that the undersigned has the power and authority to execute, deliver and perform

this Letter Agreement, that the undersigned has received adequate consideration therefor and that the undersigned will indirectly benefit

from the closing of the transactions contemplated by the Underwriting Agreement.

This Letter Agreement may

not be amended or otherwise modified in any respect without the written consent of each of the Company and the undersigned. This Letter

Agreement shall be construed and enforced in accordance with the laws of the State of New York without regard to the principles of conflict

of laws. The undersigned hereby irrevocably submits to the exclusive jurisdiction of the United States District Court sitting in the Southern

District of New York and the courts of the State of New York located in Manhattan, for the purposes of any suit, action or proceeding

arising out of or relating to this Letter Agreement, and hereby waives, and agrees not to assert in any such suit, action or proceeding,

any claim that (i) it is not personally subject to the jurisdiction of such court, (ii) the suit, action or proceeding is brought in an

inconvenient forum, or (iii) the venue of the suit, action or proceeding is improper. The undersigned hereby irrevocably waives personal

service of process and consents to process being served in any such suit, action or proceeding by receiving a copy thereof sent to the

Company at the address in effect for notices to it under the Underwriting Agreement and agrees that such service shall constitute good

and sufficient service of process and notice thereof. The undersigned hereby waives any right to a trial by jury. Nothing contained herein

shall be deemed to limit in any way any right to serve process in any manner permitted by law. The undersigned agrees and understands

that this Letter Agreement does not intend to create any relationship between the undersigned and any Underwriter and that no Underwriter

is entitled to cast any votes on the matters herein contemplated and that no issuance or sale of the Securities is created or intended

by virtue of this Letter Agreement.

This Letter Agreement shall

be binding on successors and assigns of the undersigned with respect to the Securities and any such successor or assign shall enter into

a similar agreement for the benefit of the Underwriters.

It is understood that, this

Letter Agreement shall automatically terminate, and the undersigned shall be released from its obligations hereunder, upon the earliest

to occur, if any, of (i) prior to the execution of the Underwriting Agreement, the Company advises Titan Partners Group LLC, a division

of American Capital Partners, LLC, in writing that it has determined not to proceed with the offering, (ii) the Underwriting Agreement

is executed but is terminated prior to payment for and delivery of any securities pursuant to the Underwriting Agreement, or (iii) May

31, 2026, in the event that the Underwriting Agreement has not been executed by such date.

This Letter Agreement is intended

for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any

provisions hereof be enforced by, any other Person.

*** SIGNATURE PAGE FOLLOWS***

This Letter Agreement may

be executed in two or more counterparts, all of which when taken together may be considered one and the same agreement.

_________________________

Signature

__________________________

Print Name

__________________________

Position in Company, if any

Address for Notice:

__________________________

Number of shares of Common Stock

_____________________________________________________________________________

Number of shares of Common Stock underlying subject

to warrants, options, debentures or other convertible securities

By signing below, the Company

agrees to enforce the restrictions on transfer set forth in this Letter Agreement.

heartbeam, INC.

By:

Name:

Title:

EX-99.1 — PRESS RELEASE DATED APRIL 14, 2026 (LAUNCH PRESS RELEASE)

EX-99.1

Filename: ea028665501ex99-1.htm · Sequence: 6

Exhibit 99.1

HeartBeam Announces Proposed Public Offering

of Common Stock

SANTA CLARA, CA – April 14, 2026 –

HeartBeam, Inc. (NASDAQ: BEAT), a medical technology company focused on transforming

cardiac care by providing powerful cardiac insights, today announced that it is commencing an underwritten public offering of shares of

its common stock (or common stock equivalents). All of the securities to be sold in the proposed offering will be offered by HeartBeam.

The proposed offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may

be completed, or as to the actual size or terms of the offering.

The Company intends to use the net proceeds from

this offering to advance commercialization of its FDA-cleared 12-lead synthesized ECG system, advance development of its extended-wear

patch and heart attack detection initiatives, further enhance its AI capabilities, and for working capital and general corporate purposes.

Titan Partners, a division of American Capital

Partners, is acting as the sole bookrunner for the proposed offering.

This offering is being made by HeartBeam pursuant

to a shelf registration statement on Form S-3/A (File No. 333-293307) previously filed with the U.S. Securities and Exchange Commission

(the “SEC”) on February 9, 2026, as amended, and declared effective by the SEC on March 17, 2026. A preliminary prospectus

supplement and accompanying prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website

at www.sec.gov. Copies of the preliminary prospectus supplement and accompanying prospectus relating to the offering, when available,

may also be obtained by contacting Titan Partners Group LLC, a division of American Capital Partners, LLC, 4 World Trade Center, 49th

Floor, New York, NY 10007, by phone at (929) 833-1246 or by email at prospectus@titanpartnersgrp.com.

This press release shall not constitute an offer

to sell or the solicitation of an offer to buy any securities, nor will there be any sale of these securities in any state or other jurisdiction

in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state

or jurisdiction.

About HeartBeam, Inc.

HeartBeam, Inc. (NASDAQ: BEAT) is a medical technology

company dedicated to transforming the detection and monitoring of critical cardiac conditions. The Company is creating the first-ever

cable-free device capable of collecting ECG signals in 3D, from three non-coplanar directions, and synthesizing the signals into a 12-lead

ECG. This platform technology is designed for portable devices that can be used wherever the patient is to deliver actionable heart intelligence.

Physicians will be able to identify cardiac health trends and acute conditions and direct patients to the appropriate care – all

outside of a medical facility, thus redefining the future of cardiac health management. HeartBeam’s 3D ECG technology received FDA

clearance for arrhythmia assessment in December 2024, and the 12-Lead ECG synthesis software received FDA clearance for arrhythmia assessment

in December 20251. The Company holds over 20 issued patents related to technology enablement. For additional information, visit

HeartBeam.com.

Forward-Looking Statements

All statements in this release that are not based

on historical fact are “forward-looking statements.” While management has based any forward-looking statements included in this

release on its current expectations, the information on which such expectations were based may change. Forward-looking statements involve

inherent risks and uncertainties which could cause actual results to differ materially from those in the forward-looking statements, as

a result of various factors including those risks and uncertainties described in the Risk Factors and in Management’s Discussion

and Analysis of Financial Condition and Results of Operations sections of our Forms 10-K, 10-Q and other reports filed with the SEC and

available at www.sec.gov. We urge you to consider those risks and uncertainties in evaluating our forward-looking

statements. We caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made.

Except as otherwise required by the federal securities laws, we disclaim any obligation or undertaking to publicly release any updates

or revisions to any forward-looking statement contained herein (or elsewhere) to reflect any change in our expectations with regard thereto

or any change in events, conditions or circumstances on which any such statement is based.

Media Contact:

media@heartbeam.com

Investor

Relations Contact:

Chris Tyson

Executive Vice President

MZ North America

Direct: 949-491-8235

BEAT@mzgroup.us

www.mzgroup.us

1Cleared

Indications for Use

The HeartBeam System with 12-Lead ECG synthesis

software is FDA cleared for arrhythmia assessment. Refer to the Company’s Cleared Indications for Use at https://www.heartbeam.com/indications

for details on the intended use of its technology.

EX-99.2 — PRESS RELEASE DATED APRIL 14, 2026 (PRICING PRESS RELEASE)

EX-99.2

Filename: ea028665501ex99-2.htm · Sequence: 7

Exhibit 99.2

HeartBeam Announces Pricing of $10 Million Public

Offering of Common Stock

Offering is being led by HeartBeam’s

first commercial customer, ClearCardio™, the Company’s executive leadership, board members, and existing investors

SANTA CLARA, CA – April 14, 2026 –

HeartBeam, Inc. (NASDAQ: BEAT), a medical technology company focused on transforming cardiac care by providing powerful cardiac insights,

today announced the pricing of its underwritten public offering of 12,500,000 shares of its common stock for total gross proceeds of $10

million, before deducting underwriting discounts, commissions, and offering expenses. In addition, the Company has granted the underwriters

a 30-day option to purchase up to an additional 1,875,000 shares to cover over-allotments, if any, at the public offering price, less

underwriting discounts and commissions. The offering is expected to close on or about April 16, 2026, subject to customary closing conditions.

The offering is being led by HeartBeam’s

first commercial customer, ClearCardio™, the Company’s executive leadership, board members, existing investors, and several fundamental

institutional investors.

HeartBeam intends to use the net proceeds received

from the offering to support commercialization of its FDA-cleared 12-lead synthesized ECG system, advance development of its extended-wear

patch and heart attack detection initiatives, further enhance its AI capabilities, and for working capital and general corporate purposes.

“This financing provides us the capital

to execute on our key strategic initiatives, as we expand the reach of our differentiated cardiac monitoring platform,” said Robert

Eno, Chief Executive Officer of HeartBeam. “We are especially pleased to have ClearCardio™, our first commercial customer,

join as an investor. Their participation meaningfully validates our technology and its fit within the high-engagement preventive cardiology

and concierge markets, while reinforcing our confidence in the growing demand for more accessible, actionable cardiac insights.”

Titan Partners, a division of American Capital

Partners, is acting as the sole bookrunner for the offering.

This offering is being made by HeartBeam pursuant

to a shelf registration statement on Form S-3/A (File No. 333-293307) previously filed with the U.S. Securities and Exchange Commission

(the “SEC”) on March 13, 2026, which became effective on March 17, 2026. A preliminary prospectus supplement and accompanying

prospectus relating to the offering have been filed with the SEC and are available on the SEC’s website at www.sec.gov. A final

prospectus supplement will be filed with the SEC. Copies of the final prospectus supplement and accompanying prospectus relating to the

offering, when available, may also be obtained by contacting Titan Partners Group LLC, a division of American Capital Partners, LLC, 4

World Trade Center, 49th Floor, New York, NY 10007, by phone at (929) 833-1246 or by email at prospectus@titanpartnersgrp.com.

This press release shall not constitute an offer

to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or jurisdiction in which

such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

About HeartBeam, Inc.

HeartBeam, Inc. (NASDAQ: BEAT) is a medical technology

company dedicated to transforming the detection and monitoring of critical cardiac conditions. The Company is creating the first-ever

cable-free device capable of collecting ECG signals in 3D, from three non-coplanar directions, and synthesizing the signals into a 12-lead

ECG. This platform technology is designed for portable devices that can be used wherever the patient is to deliver actionable heart intelligence.

Physicians will be able to identify cardiac health trends and acute conditions and direct patients to the appropriate care – all

outside of a medical facility, thus redefining the future of cardiac health management. HeartBeam’s 3D ECG technology received FDA

clearance for arrhythmia assessment in December 2024, and the 12-Lead ECG synthesis software received FDA clearance for arrhythmia assessment

in December 20251. The Company holds over 20 issued patents related to technology enablement. For additional information, visit

HeartBeam.com.

Forward-Looking Statements

All statements in this release that are not based

on historical fact are “forward-looking statements.” While management has based any forward-looking statements included in this

release on its current expectations, the information on which such expectations were based may change. Forward-looking statements involve

inherent risks and uncertainties which could cause actual results to differ materially from those in the forward-looking statements, as

a result of various factors including those risks and uncertainties described in the Risk Factors and in Management’s Discussion

and Analysis of Financial Condition and Results of Operations sections of our Forms 10-K, 10-Q and other reports filed with the SEC and

available at www.sec.gov. We urge you to consider those risks and uncertainties in evaluating our forward-looking statements. We caution

readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Except as otherwise

required by the federal securities laws, we disclaim any obligation or undertaking to publicly release any updates or revisions to any

forward-looking statement contained herein (or elsewhere) to reflect any change in our expectations with regard thereto or any change

in events, conditions or circumstances on which any such statement is based.

Media Contact:

media@heartbeam.com

Investor Relations Contact:

Chris

Tyson

Executive Vice President

MZ North America

Direct: 949-491-8235

BEAT@mzgroup.us

www.mzgroup.us

1Cleared

Indications for Use

The HeartBeam System with 12-Lead ECG synthesis

software is FDA cleared for arrhythmia assessment. Refer to the Company’s Cleared Indications for Use at https://www.heartbeam.com/indications

for details on the intended use of its technology.

EX-99.3 — PRESS RELEASE DATED APRIL 16, 2026 (CLOSING PRESS RELEASE)

EX-99.3

Filename: ea028665501ex99-3.htm · Sequence: 8

Exhibit 99.3

HeartBeam Announces Closing of $10 Million Public

Offering of Common Stock

Offering was led by HeartBeam’s

first commercial customer, ClearCardio™, the Company’s executive leadership, board members, and existing investors

SANTA CLARA, CA – April 16, 2026 –

HeartBeam, Inc. (NASDAQ: BEAT), a medical technology company focused on transforming cardiac care by providing powerful cardiac insights,

today announced it has closed its underwritten public offering of 12,500,000 shares of common stock for total gross proceeds of $10 million

before deducting underwriting discounts, commissions, and offering expenses. The closing of the offering occurred on April 16, 2026.

The offering was led by HeartBeam’s first

commercial customer, ClearCardio™, the Company’s executive leadership, board members, existing investors, and several fundamental

institutional investors.

HeartBeam intends to use the net proceeds received

from the offering to support commercialization of its FDA-cleared 12-lead synthesized ECG system, advance development of its extended-wear

patch and heart attack detection initiatives, further enhance its AI capabilities, and for working capital and general corporate purposes.

Titan Partners, a division of American Capital

Partners, acted as the sole bookrunner for the offering.

This offering was made by HeartBeam pursuant to

a shelf registration statement on Form S-3/A (File No. 333-293307) previously filed with the U.S. Securities and Exchange Commission (the

“SEC”) on March 13, 2026, which became effective on March 17, 2026. A preliminary prospectus supplement and accompanying prospectus

relating to the offering have been filed with the SEC and are available on the SEC’s website at www.sec.gov. A final prospectus

supplement was filed with the SEC. Copies of the final prospectus supplement and accompanying prospectus relating to the offering may

also be obtained by contacting Titan Partners Group LLC, a division of American Capital Partners, LLC, 4 World Trade Center, 49th Floor,

New York, NY 10007, by phone at (929) 833-1246 or by email at prospectus@titanpartnersgrp.com.

This press release shall not constitute an offer

to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such

offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.