Form 8-K

8-K — XCel Brands, Inc.

Accession: 0001104659-26-098791

Filed: 2026-08-19

Period: 2026-08-18

CIK: 0001083220

SIC: 6794 (PATENT OWNERS & LESSORS)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — tm2623598d1_8k.htm (Primary)

EX-1.1 — EXHIBIT 1.1 (tm2623598d1_ex1-1.htm)

EX-5.1 — EXHIBIT 5.1 (tm2623598d1_ex5-1.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: tm2623598d1_8k.htm · Sequence: 1

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0001083220

2026-08-18

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 18, 2026

XCEL BRANDS, INC.

(Exact name of registrant as specified in its

charter)

Delaware

001-37527

76-0307819

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

550 Seventh Avenue, 11th Floor,

New York, New York

10018

(Address of Principal Executive

Offices)

(Zip Code)

Registrant’s telephone number, including

area code (347) 727-2474

Not Applicable

(Former Name or Former Address, if Changed Since

Last Report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see

General Instruction A.2. below):

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

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

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

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

Indicate by check mark whether the registrant

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

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check

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

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

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

Title of each class

Trading Symbol

Name

of each exchange on which registered

Common Stock, par value $0.001 per share

XELB

Nasdaq Capital Market

Item 1.01.

Entry into a Material Definitive Agreement.

On August 18, 2026, Xcel Brands, Inc., a Delaware

corporation (the “Company”), entered into an Equity Distribution Agreement (the “Sales Agreement”) with Maxim

Group LLC (the “Agent”), pursuant to which the Company may offer and sell up to $10,000,000 maximum aggregate offering price

of shares (the “Shares”) of common stock, par value $0.001 per share, of the Company (“Common Stock”) from time

to time through the Agent, acting as sales agent or principal, in accordance with the terms and conditions set forth in the Sales Agreement.

The offer and sale of the Shares from time to

time by the Company have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to

the Company’s registration statement on Form S-3 (File No. 333-276698), which was declared effective by the U.S. Securities and

Exchange Commission (the “SEC”) on February 6, 2024. The Company has filed a prospectus supplement, dated August 18, 2026,

with the SEC in connection with the offer and sale of the Shares.

The Company will pay the Agent a commission of

3.0% of the gross sales price of all Shares sold pursuant to the Sales Agreement. Under the Sales Agreement, the Agent may sell the Shares

in sales deemed to be an “at-the-market offering” as defined in Rule 415(a)(4) under the Securities Act, including sales made

directly on or through the Nasdaq Capital Market or any other existing trading market for the Shares or to or through a market maker.

The Agent may also sell Shares in privately negotiated transactions (which shall not include block trades initiated on the Nasdaq Capital

Market) with the Company’s prior written approval.

The offering pursuant to the Sales Agreement will

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

as permitted therein. The Company may terminate the provisions of the Sales Agreement relating to the solicitation of offers to purchase

the Shares in its sole discretion at any time upon delivery of written notice to the Agent. The Agent may terminate the Sales Agreement

if the Agent is not fully satisfied, in its sole discretion, with the results of its and its representatives’ review of the Company

and the Company’s business by giving written notice to the Company. The Sales Agreement may also be terminated by mutual agreement

of the parties.

The Sales Agreement contains customary representations,

warranties and agreements of the Company, conditions to closing, indemnification rights and obligations of the parties, and termination

provisions. Under the terms of the Sales Agreement, the Company has agreed to indemnify the Agent against certain specified types of liabilities,

including liabilities under the Securities Act, to contribute to payments the Agent may be required to make in respect of these liabilities,

and to reimburse the Agent for certain expenses.

The foregoing summary of the Sales Agreement does

not purport to be complete and is qualified in its entirety by reference to the complete terms of the Sales Agreement, a copy of which

is filed as Exhibit 1.1 to this Current Report on Form 8-K (this “8-K”) and is incorporated

by reference into this Item 1.01. A copy of the opinion of Blank Rome LLP with respect to the validity of the Shares that may be

sold and issued pursuant to the Sales Agreement is attached as Exhibit 5.1 to this 8-K.

This 8-K does not constitute an offer to sell,

or a solicitation of an offer to buy, the Shares or any other security.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

1.1

Equity Distribution Agreement, dated as of August 18, 2026, by and between Xcel Brands, Inc. and Maxim Group LLC.

5.1

Opinion of Blank Rome LLP

23.1

Consent of Blank Rome LLP (included within the opinion filed as Exhibit 5.1)

104

Cover Page Interactive Data File (embedded within the inline XBRL document).

SIGNATURES

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

by the undersigned hereunto duly authorized.

Date: August 19, 2026

XCEL BRANDS, INC.

By:

/s/ James Haran

Name:

James F. Haran

Title:

Chief Financial Officer

EX-1.1 — EXHIBIT 1.1

EX-1.1

Filename: tm2623598d1_ex1-1.htm · Sequence: 2

Exhibit 1.1

XCEL BRANDS, INC.

Up to $10,000,000 of Common Stock

EQUITY DISTRIBUTION AGREEMENT

August 18, 2026

Maxim Group LLC

300 Park Avenue, 16th Floor

New York, New York 10022

Ladies and Gentlemen:

Xcel Brands, Inc., a

Delaware corporation (the “Company”), proposes to issue and sell through Maxim Group LLC (the “Agent”),

as sales agent, common stock of the Company, par value $0.001 per share (the “Common Stock”), having an aggregate

offering price of up to $10,000,000 of Common Stock (the Common Stock subject to this Equity Distribution Agreement (this “Agreement”)

being referred to herein as the “Shares”) on terms set forth herein. The Shares consist entirely of authorized

but unissued Common Stock to be issued and sold by the Company.

The Company hereby confirms

its agreement with the Agent with respect to the sale of the Shares.

1.            Representations

and Warranties of the Company.

(a)           The

Company represents and warrants to, and agrees with, the Agent as follows:

(i)            A

registration statement on Form S-3 (File No. 333-276698) (the “registration statement”) was initially

declared effective by the Securities and Exchange Commission (the “Commission”) on February 6, 2024, and

is currently effective, under the Securities Act of 1933, as amended (the “Securities Act of 1933”), and the

rules and regulations promulgated thereunder (the “Rules and Regulations” and collectively with the

Securities Act of 1933, the “Securities Act”); since the date of effectiveness of the registration statement,

no additional or supplemental information was requested by the Commission; no stop order of the Commission preventing or suspending the

use of any Base Prospectus (as defined below), the Prospectus Supplement (as defined below), the Prospectus (as defined below) or any

Permitted Free Writing Prospectus (as defined below), or the effectiveness of the Registration Statement, has been issued, and no proceedings

for such purpose have been instituted or, to the Company’s knowledge, are contemplated by the Commission. Except where the context

otherwise requires, “Registration Statement,” as used herein, means the registration statement, as amended at

the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies

to the Agent, including (1) all documents filed as a part thereof or incorporated or deemed to be incorporated by reference therein,

(2) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 424(b) under

the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to

be part of the registration statement at such time, and (3) any registration statement filed to register the offer and sale of Shares

pursuant to Rule 462(b) under the Securities Act (the “462(b) Registration Statement”). Except

where the context otherwise requires, “Base Prospectus,” as used herein, means the prospectus filed as part

of the Registration Statement, together with any amendments or supplements thereto as of the date of this Agreement. Except where the

context otherwise requires, “Prospectus Supplement,” as used herein, means the most recent prospectus supplement

relating to the offering of the Shares pursuant to this Agreement, filed by the Company with the Commission pursuant to Rule 424(b) under

the Securities Act and in accordance with the terms of this Agreement. Except where the context otherwise requires, “Prospectus,”

as used herein, means the Prospectus Supplement together with the Base Prospectus attached to or used with the Prospectus Supplement,

as may be amended or supplemented from time to time. “Permitted Free Writing Prospectus,” as used herein, means

the documents, if any, listed on Schedule A attached hereto and, after the date hereof, any “issuer free writing prospectus”

as defined in Rule 433 under the Securities Act, that is expressly agreed to by the Company and the Agent in writing to be a Permitted

Free Writing Prospectus. Any reference herein to the Registration Statement, the Base Prospectus, the Prospectus Supplement, the Prospectus

or any Permitted Free Writing Prospectus shall be deemed to refer to and include the documents, if any, incorporated by reference, or

deemed to be incorporated by reference, therein pursuant to Item 12 of Form S-3 (the “Incorporated Documents”),

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

of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base 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 (“EDGAR”). All references in this Agreement

to financial statements and schedules and other information which is “described,” “contained,” “included”

or “stated” in the Registration Statement, the Base Prospectus, the Prospectus or any Permitted Free Writing Prospectus (or

other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information

which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration

Statement, the Base Prospectus, the Prospectus or Permitted Free Writing Prospectus as the case may be. Any reference herein to the terms

“amend,” “amendment” or “supplement” with respect to the

Registration Statement, any Base Prospectus, the Prospectus, the Prospectus Supplement or any Permitted Free Writing Prospectus shall

be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and

regulations thereunder (collectively, the “Exchange Act”) on or after the initial effective date of the Registration

Statement, or the date of such Base Prospectus, the Prospectus, the Prospectus Supplement or such Permitted Free Writing Prospectus, if

any, as the case may be, and incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3. “Time

of Sale” means each time a Share is purchased pursuant to this Agreement.

(ii)        (A)         The

Registration Statement complied when it became effective, complies as of the date hereof, and will comply upon the effectiveness of any

amendment thereto and at each Time of Sale and each Settlement Date (as applicable), in all material respects, with the requirements of

the Securities Act; at all times during which a prospectus is required by the Securities Act to be delivered (whether physically or through

compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of Shares (the “Prospectus

Delivery Period”); the Registration Statement, as may be amended, will comply, in all material respects, with the requirements

of the Securities Act; the conditions to the use of Form S-3 in connection with the offering and sale of the Shares as contemplated

hereby (the “Offering”) have been satisfied; the Registration Statement meets, and the Offering complies with,

the requirements of Rule 415 under the Securities Act (including, without limitation, Rule 415(a)(5)); the Registration Statement

did not, as of the time of its effectiveness and as of the date hereof, and will not, as of the effective date of any amendment thereto,

at each Time of Sale, if any, and at all times during a Prospectus Delivery Period, contain 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.

(B)            The

Prospectus, as of the date of the Prospectus Supplement, as of the date hereof (if filed with the Commission on or prior to the date hereof),

at each Settlement Date and Time of Sale (as applicable), and at all times during a Prospectus Delivery Period, complied, complies or

will comply, in all material respects, with the requirements of the Securities Act; and the Prospectus, and each supplement thereto, as

of their respective dates, at each Settlement Date or Time of Sale (as applicable), and at all times during a Prospectus Delivery Period,

did not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements

therein, in the light of the circumstances under which they were made, not misleading.

Permitted Free Writing Prospectus, if any, as of its date and as of each Settlement Date and Time of Sale (as applicable), and at all

times during a Prospectus Delivery Period (when taken together with the Prospectus at such time) will not include an untrue statement

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

under which they were made, not misleading.

The representations and warranties

set forth in subparagraphs (A), (B) and (C) above shall not apply to any statement contained in the Registration Statement,

any Base Prospectus, the Prospectus or any Permitted Free Writing Prospectus in reliance upon and in conformity with information concerning

the Agent that is furnished in writing by or on behalf of the Agent expressly for use in the Registration Statement, such Base Prospectus,

the Prospectus or such Permitted Free Writing Prospectus, if any, it being understood and agreed that only such information furnished

by the Agent as of the date hereof consists of the information described in Section 5(b)(ii).

(iii)          Prior

to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any Shares by means of any “prospectus”

(within the meaning of the Securities Act) or used any “prospectus” (within the meaning of the Securities Act) in connection

with the Offering, in each case other than the Base Prospectus or any Permitted Free Writing Prospectus; the Company has not, directly

or indirectly, prepared, used or referred to any Permitted Free Writing Prospectus except in compliance with Rules 164 and 433 under

the Securities Act; assuming that a Permitted Free Writing Prospectus, if any, is sent or given after the Registration Statement was filed

with the Commission (and after such Permitted Free Writing Prospectus, if any, was, if required pursuant to Rule 433(d) under

the Securities Act, filed with the Commission), the Company will satisfy the provisions of Rule 164 or Rule 433 necessary for

the use of a free writing prospectus (as defined in Rule 405) in connection with the Offering; the conditions set forth in one or

more of subclauses (i) through (iv), inclusive, of Rule 433(b)(1) under the Securities Act are satisfied, and the registration

statement relating to the Offering, as initially filed with the Commission, includes a prospectus that, other than by reason of Rule 433

or Rule 431 under the Securities Act, satisfies the requirements of Section 10 of the Securities Act; neither the Company nor

the Agent is disqualified, by reason of subsection (f) or (g) of Rule 164 under the Securities Act, from using, in connection

with the Offering, “free writing prospectuses” (as defined in Rule 405 under the Securities Act) pursuant to Rules 164

and 433 under the Securities Act; the Company is not an “ineligible issuer” (as defined in Rule 405 under the Securities

Act) as of the eligibility determination date for purposes of Rules 164 and 433 under the Securities Act with respect to the offering

of the Shares contemplated by the Registration Statement; the parties hereto agree and understand that the content of any and all “road

shows” (as defined in Rule 433 under the Securities Act) related to the Offering is solely the property of the Company.

(iv)          Each

Permitted Free Writing Prospectus, as of its issue date, each Time of Sale and each Settlement Date occurring after such issue date and

at all subsequent times through the Prospectus Delivery Period (as defined below) or until any earlier date that the Company notified

or notifies the Agent as described in Section 3(c)(iii), did not, does not and will not include any information that conflicted,

conflicts or will conflict with the information contained in the Registration Statement, any Base Prospectus or the Prospectus. The foregoing

sentence does not apply to statements in or omissions from any Permitted Free Writing Prospectus based upon and in conformity with written

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

furnished by the Agent as of the date hereof consist of the information described in Section 5(b)(ii).

(v)           The

consolidated financial statements of the Company and the Subsidiaries (as defined below), together with the related notes, set forth or

incorporated by reference in the Registration Statement and the Prospectus comply in all material respects with the requirements of the

Securities Act and the Exchange Act and fairly present in all material respects the financial condition of the Company and the Subsidiaries,

as a whole, as of the dates indicated and the results of operations and changes in cash flows for the periods therein specified in conformity

with U.S. generally accepted accounting principles consistently applied throughout the periods involved. The selected financial data and

the summary financial information included in the documents in the Registration Statement and in the Prospectus constitute a fair summary

of the information purported to be summarized and have been compiled on a basis consistent with that of the audited financial statements

included in the Registration Statement. No other financial statements or supporting schedules are required to be included or incorporated

by reference in the Registration Statement or the Prospectus under the Securities Act except as so included or incorporated by reference.

All disclosures contained in the Registration Statement or the Prospectus or incorporated by reference therein regarding “non GAAP

financial measures” (as such term is defined by the applicable rules and regulations of the Commission) comply with Regulation

G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act to the extent applicable. To the Company’s knowledge,

Assurance Dimensions, which has expressed its opinion with respect to the audited financial statements for the fiscal year ended December 31,

2025, and schedules, if any, and which has reviewed the unaudited financial statements for the three months ended March 31, 2026

(collectively, the “Incorporated Financial Statements”), filed as a part of the Registration Statement and included

in the Registration Statement and the Prospectus, is a registered public accounting firm within the meaning of the Securities Act, and

in the performance of its work for the Company has not been in violation of the auditor independence requirements of the Sarbanes-Oxley

Act of 2002 (the “Sarbanes-Oxley Act”).

(vi)          The

Company has been duly organized and is validly existing as a corporation under the laws of its jurisdiction of incorporation. The Company

and each of the Subsidiaries has full corporate power and authority to own its respective properties and conduct its business as currently

being carried on and as described in the Registration Statement and the Prospectus, and is duly qualified to do business as a foreign

corporation in good standing in each jurisdiction in which it owns or leases real property or in which the conduct of its business makes

such qualification necessary and in which the failure to so qualify would have a material adverse effect upon the results of operations,

business, management, properties, prospects, conditions (financial or otherwise) or operations, of the Company and the Subsidiaries, either

individually or taken as a whole (“Material Adverse Effect”).

(vii)          Except

as disclosed in the Registration Statement or the Prospectus, subsequent to the dates as of which information is given in the Registration

Statement or Prospectus, the Company (including its Subsidiaries on a consolidated basis) has not incurred any material liabilities or

obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution

of any kind with respect to the capital stock of the Company; and there has not been any change in the capital stock of the Company, or

issuance of options, warrants, convertible securities or other rights to purchase the capital stock of the Company, or any material change

in the short-term or long-term debt of the Company (other than as a result of the exercise of any currently outstanding options or warrants

that are disclosed in the Prospectus or a reclassification of long-term debt to short-term debt as a result of the passage of time), or

any Material Adverse Effect or any development that would reasonably be expected to result in a Material Adverse Effect. Since the date

of the latest balance sheet presented in the Registration Statement and the Prospectus, neither the Company nor any Subsidiary has entered

into any transactions, including any acquisition or disposition of any business or asset, which are material to the Company and the Subsidiaries

taken as a whole, except for transactions which are disclosed in the Registration Statement and the Prospectus.

(viii)        Except

as set forth in the Registration Statement or Prospectus, there is not pending or, to the knowledge of the Company, threatened or contemplated,

any action, suit or proceeding to which the Company or any of its Subsidiaries or of which any property or assets of the Company or any

of its Subsidiaries is the subject before or by any court or governmental agency, authority or body, or any arbitrator or mediator, which,

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

(ix)           There

are no statutes, regulations, contracts or documents that are required to be described in the Registration Statement and the Prospectus

or be filed as exhibits to the Registration Statement by the Securities Act that have not been so described or filed.

(x)           This

Agreement has been duly authorized, executed and delivered by the Company, and constitutes a valid, legal and binding obligation of the

Company, enforceable against the Company in accordance with its terms, except as rights to indemnity hereunder may be limited by federal

or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting

the rights of creditors generally and subject to general principles of equity. The execution, delivery and performance of this Agreement

and the consummation of the transactions herein contemplated will not result in a breach or violation of any of the terms and provisions

of, or constitute a default under, (i) any law, rule or regulation to which the Company or any of its Subsidiaries is subject,

(ii) any agreement or instrument to which the Company or any of its Subsidiaries or by which it is bound or to which any of its property

is subject, (iii) the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Charter”),

or Amended Bylaws, or the organizational documents of any of its Subsidiaries, or (iv) any order, rule, regulation or decree of any

court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or any of its properties, except,

in the case of clauses (i), (ii) and (iv), for such breaches, violations or defaults that would not reasonably be expected to result

in a Material Adverse Effect.

(xi)           All

of the issued and outstanding shares of capital stock of the Company, including the outstanding Common Stock, are duly authorized and

validly issued, fully paid and nonassessable, have been issued in compliance with all applicable foreign, federal and state securities

laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that

have not been waived in writing, and the holders thereof are not subject to personal liability by reason of being such holders; all of

the issued and outstanding shares of capital stock of each of the Subsidiaries are duly authorized and validly issued, fully paid and

nonassessable, and are owned by the Company, directly or through wholly-owned Subsidiaries, free and clear of any security interest, mortgage,

pledge, lien, encumbrance, claim or equity except for those arising under any credit facility or loan agreement (“Credit Facilities”)

to which the Company or any of its Subsidiaries is a party or their assets are bound as disclosed in the Registration Statement and the

Prospectus, have been issued in compliance with all applicable foreign, federal and state securities laws, were not issued in violation

of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing, and

the holders thereof are not subject to personal liability by reason of being such holders; the Shares which may be sold under this Agreement

by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement will

have been validly issued and will be fully paid and nonassessable, and the holders thereof will not be subject to personal liability solely

by reason of being such holders; and the capital stock of the Company, including the Common Stock, conforms in all material respects to

the description thereof in the Registration Statement and the Prospectus. Except as otherwise stated in the Registration Statement and

the Prospectus, there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or

transfer of, any Common Stock pursuant to the Company’s Certificate of Incorporation, as amended, or any agreement or other instrument

to which the Company is a party or by which the Company is bound. Neither the filing of the Registration Statement nor the Offering gives

rise to any rights for or relating to the registration of any Common Stock or other securities of the Company, except for such registration

rights as have been duly waived. Except as described in the Registration Statement and the Prospectus, there are no options, warrants,

agreements, contracts or other rights in existence to purchase or acquire from the Company any shares of the capital stock of the Company.

The Company has an authorized and outstanding capitalization as set forth in the Registration Statement and the Prospectus as of the dates

set forth therein.

(xii)          The

Company and each of its Subsidiaries holds, and is operating in compliance with all grants, authorizations, licenses, permits, consents,

certificates and orders of any governmental or self-regulatory body required for the conduct of its respective businesses and all such

grants, authorizations, licenses, permits, consents, certifications and orders are valid and in full force and effect, except for such

noncompliance or failures to be in full force and effect that would not reasonably be expected to result in a Material Adverse Effect;

and neither the Company nor any of its Subsidiaries has received notice of any revocation or modification of any such grant, authorization,

license, permit, consent, certification or order or has reason to believe that any such grant, authorization, license, permit, consent,

certification or order will not be renewed in the ordinary course; and the Company and each of its Subsidiaries is in compliance with

all applicable federal, state, local and foreign laws, regulations, orders and decrees, except for such noncompliance that would not reasonably

be expected to result in a Material Adverse Effect. No approval, authorization, consent or order of or filing with any foreign, federal,

state or local governmental or regulatory commission, board, body, authority or agency is required in connection with the issuance and

sale of the Shares or the consummation by the Company of the transactions contemplated hereby, other than (i) registration of the

Shares under the Securities Act, (ii) any necessary qualification under the securities or blue sky laws of the various jurisdictions

in which the Shares are being offered by the Agent, (iii) the filing of any reports under the Exchange Act, (iv) such approvals

as may be required by the Conduct Rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”),

(v) filing of the listing of the Shares with the Nasdaq Capital Market or (vi) such approvals as have been obtained or made

as of the Time of Sale.

(xiii)         The

Company and each of its Subsidiaries has good and marketable title to all property (whether real or personal) described in the Registration

Statement and the Prospectus as being owned by it, in each case free and clear of all liens, claims, security interests, other encumbrances

or defects except such as are described in the Registration Statement and the Prospectus, except as would not materially impair the use

or value thereof. The property held under lease by the Company and each of its Subsidiaries is held by it under valid, subsisting and

enforceable leases with only such exceptions with respect to any particular lease as do not interfere in any material respect with the

conduct of the business of the Company or such Subsidiary.

(xiv)        The

Company and each of its Subsidiaries owns, possesses, or has sufficient rights to all Intellectual Property (as defined below) necessary

for the conduct of their respective businesses as now conducted or as described in the Registration Statement and the Prospectus to be

conducted, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually

or in the aggregate, have a Material Adverse Effect. Except as would not result in a Material Adverse Effect, (A) there are no rights

of third parties to any such Intellectual Property owned by the Company, except as otherwise disclosed to the Agent in writing by the

Company prior to the date hereof; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by

third parties of any such Intellectual Property; (C) there is no pending or, to the knowledge of the Company, threatened, action,

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

and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property owned

by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each

of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge

of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property,

and the Company is unaware of any facts which would form a reasonable basis for any such claim; (E) there is no pending or, to the

knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes,

misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any

of the Subsidiaries has received any written notice of such claim; and (F) to the Company’s knowledge, no employee of the Company

or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention

assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or

with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries

or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property”

shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses,

inventions, trade secrets, domain names, technology, know-how and other intellectual property.

(xv)         Neither

the Company nor any of its Subsidiaries is (A) in violation of its Charter or similar organizational documents, or (B) in breach

of or otherwise in default, and no event has occurred which, with notice or lapse of time or both, would constitute such a default in

the performance of any material obligation, agreement or condition contained in any bond, debenture, note, indenture, loan agreement,

mortgage, deed of trust or any other material contract, lease or other instrument to which it is subject or by which any of them may be

bound, or to which any of the material property or assets of the Company or any of its Subsidiaries is subject (collectively, the “Material

Contracts”); or (C) in violation of any law or statute or any judgment, order, rule or regulation of any court

or arbitrator or governmental or regulatory authority, except in the case of (B) and (C) above, as could not, individually or

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

(xvi)        The

Company and each of the Subsidiaries has timely filed all applicable federal, state, local, foreign and other income and franchise tax

returns required to be filed and are not in default in the payment of any taxes which were payable pursuant to said returns or any assessments

with respect thereto, other than any which the Company or any of its Subsidiaries is contesting in good faith, except where the failure

to timely file or any default in payment would not reasonably be expected to result in a Material Adverse Effect. There is no pending

dispute with any taxing authority relating to any of such returns, and the Company has no knowledge of any proposed liability for any

tax to be imposed upon the properties or assets of the Company or any of its Subsidiaries for which there is not an adequate reserve reflected

in the Company’s financial statements included in the Registration Statement. There are no documentary, stamp or other issuance

or transfer taxes or duties or similar fees or charges under U.S. federal law or the laws of any U.S. state, required to be paid in connection

with the execution and delivery of this Agreement or the issuance, sale and delivery by the Company of the Shares.

(xvii)       The

Company has not distributed and will not distribute any prospectus or other offering material in connection with the Offering other than

the Registration Statement and the Prospectus or other materials permitted by the Securities Act to be distributed by the Company; provided,

however, that the Company has not made and will not make any offer relating to the Shares that would constitute a “free writing

prospectus” as defined in Rule 405 under the Securities Act, except in accordance with the provisions of Section 3(p) of

this Agreement.

(xviii)      The

issuance and sale of the Shares as contemplated in this Agreement does not contravene the rules and regulations of the Nasdaq Capital

Market. The Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed on the Nasdaq Capital Market

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

the Exchange Act or delisting the Common Stock from the Nasdaq Capital Market nor, except as disclosed in the Registration Statement or

the Prospectus, has the Company received any notification that the Commission or the Nasdaq Capital Market is contemplating terminating

such registration or listing. The Company has complied in all material respects with the applicable requirements of the Nasdaq Capital

Market for maintenance of the listing of the Common Stock thereon. The Company has filed an application to include the Shares on the Nasdaq

Capital Market.

(xix)         The

Company has no subsidiaries other than those described in the Registration Statement or Prospectus (collectively, the “Subsidiaries”).

The Company does not own, directly or indirectly, any shares of stock or any other equity or long-term debt securities of any other corporation

or have any equity interest in any other corporation, partnership, joint venture, association, trust or other entity.

(xx)          Except

as described in the Registration Statement or the Prospectus, the Company and each of its Subsidiaries have established and maintain systems

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 generally accepted accounting principles and to maintain accountability for assets; (C) access to assets

is permitted only in accordance with management’s general or specific authorization; and (D) amounts reflected on the Company’s

consolidated balance sheet for assets are compared with existing assets at reasonable intervals and appropriate action is taken with respect

to any differences. Except as described in the Registration Statement and the Prospectus, since the filing of the annual report on Form 10-K

for the fiscal year ended December 31, 2025, there has been (i) no new material weakness identified to the Company’s board

of directors (or committee thereof) in the Company’s internal control over financial reporting (whether or not remediated) and (ii) no

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

affect, the Company’s internal control over financial reporting.

(xxi)         Except

as described in the Registration Statement or the Prospectus, the Company and each of the Subsidiaries: (A) is and at all times since

January 1, 2024 has been in material compliance with all United States (federal, state and local) and foreign statutes, rules, regulations,

treaties, or guidance applicable to the Company or the Subsidiaries (“Applicable Laws”); (B) since January 1,

2024 has not received any notice of adverse finding, warning letter, untitled letter or other correspondence or notice from any Governmental

Authority (as defined below) alleging or asserting noncompliance with any Applicable Laws or any licenses, certificates, approvals, clearances,

authorizations, permits and supplements or amendments thereto required by any such Applicable Laws (“Authorizations”);

(C) since January 1, 2024 has not received notice of any claim, action, suit, proceeding, hearing, enforcement, investigation,

arbitration or other action from any Governmental Authority or third party alleging that any product operation or activity is in violation

of any Applicable Laws or Authorizations and has no knowledge that any such Governmental Authority or third party intends to assert any

such claim, litigation, arbitration, action, suit, investigation or proceeding; (D) since January 1, 2024 has not received notice

that any Governmental Authority has taken, is taking or intends to take action to limit, suspend, modify or revoke any Authorizations

and the Company has no knowledge that any such Governmental Authority is considering such action; and (E) has filed, obtained, maintained

or submitted all material reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments

as required by any Applicable Laws or Authorizations and that all such reports, documents, forms, notices, applications, records, claims,

submissions and supplements or amendments were complete and correct in all material respects on the date filed (or were corrected or supplemented

by a subsequent submission). “Governmental Authority” means any federal, provincial, state, local, foreign or

other governmental or quasi-governmental agency or body or any other type of regulatory authority or body, including, without limitation,

the Nasdaq Capital Market. The aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary is a

party or of which any of their respective property or assets is the subject which are not described in the Registration Statement or the

Prospectus, including ordinary routine litigation incidental to the business, would not result in a Material Adverse Effect.

(xxii)        Other

than as contemplated by this Agreement, the Company has not incurred any liability for any finder’s or broker’s fee or agent’s

commission in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

The Company has not entered into any other sales agency agreements or other similar arrangements with any agent or any other representative

in respect of “at the market” offerings of the Shares in accordance with Rule 415 under the Securities Act.

(xxiii)       The

Company and each of the Subsidiaries carries, or is covered by, insurance in such amounts and covering such risks the Company reasonably

believes are adequate for the conduct of its respective business and the value of its properties and as is customary for companies engaged

in similar businesses in similar industries; all policies of insurance and any fidelity or surety bonds insuring the Company, each of

its Subsidiaries and their respective businesses, assets, employees, officers and directors are in full force and effect; the Company

and each of its Subsidiaries is in compliance with the terms of such policies and instruments in all material respects; there are no claims

by the Company or any of the Subsidiaries under any such policy or instrument as to which any insurance company is denying liability or

defending under a reservation of rights clause; neither the Company nor any of the Subsidiaries has been refused any insurance coverage

sought or applied for; and the Company has no reason to believe that it will not be able to renew its existing insurance coverage as and

when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost

that would not reasonably be expected to have a Material Adverse Effect.

(xxiv)       The

Company is not (and is not an affiliate of), and immediately after receipt of payment for the Shares, will not be (and will not be an

affiliate of), an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company currently

intends to conduct its business in a manner so that it will not become subject to the Investment Company Act of 1940, as amended.

(xxv)        The

Incorporated Documents, at the time they were or hereinafter are filed with the Commission, conformed and will conform in all material

respects to the requirements of the Securities Act and the Exchange Act, and were filed on a timely basis with the Commission and no Incorporated

Document contained or will contain an untrue statement of a material fact or omitted to state a material fact necessary to make the statements

therein, in the light of the circumstances under which they were made, not misleading; provided, that, no representation is made herein

regarding the representations, warranties and covenants, or any descriptions thereof, contained in any agreements or documents included

as exhibits to the Incorporated Documents. There is no material document required to be described in the Registration Statement or the

Prospectus or to be filed as an exhibit to the Registration Statement which was not described or filed as required. All material agreements

of the Company and all agreements governing or evidencing any and all related party transactions have been filed with the Commission to

the extent required and applicable under the Exchange Act. Neither the Company nor any 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

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

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

other party to any such contract or agreement. Any descriptions of the terms of any of the foregoing contracts and agreements that are

contained in the Registration Statement and the Prospectus are accurate and fairly summarize such contracts and agreements in all material

respects.

(xxvi)      The

Company is in compliance in all material respects with all applicable provisions of the Sarbanes-Oxley Act and the rules and regulations

of the Commission thereunder.

(xxvii)      Except

as described in the Registration Statement and the Prospectus, the Company has established and maintains disclosure controls and procedures

(within the meaning of Rule 13a-15(e) of the Exchange Act) and such controls and procedures are designed to ensure that information

required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and

reported within the time periods specified in the rules and forms of the Commission and that such information is accumulated and

communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to

allow timely decisions regarding required disclosure. The Company has utilized such controls and procedures in preparing and evaluating

the disclosures in the Registration Statement and the Prospectus.

(xxviii)     To

the knowledge of the Company, neither the Company, the Subsidiaries, nor any director, officer, agent, or employee of the Company or any

Subsidiary (in their respective capacity), has taken any action directly or indirectly, that would result in a violation by such persons

of the FCPA (as defined below), 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 and each of its Subsidiaries has conducted its business in compliance with the FCPA and has instituted and maintains policies

and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. “FCPA”

means the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.

(xxix)       The

Company and each of its Subsidiaries have complied in all material respects with the money laundering statutes of applicable jurisdictions,

the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced

by applicable governmental agencies (collectively, the “Money Laundering Laws”), and no action, suit or proceeding

by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with

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

(xxx)        Neither

the Company, any of its Subsidiaries, nor, to the knowledge of the Company, any director or officer of the Company or any of its Subsidiaries

is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury.

(xxxi)       No

transaction has occurred or agreement or understanding entered into between or among the Company or any of its Subsidiaries on the one

hand, and any officer, director or 5% or greater stockholder of the Company or any Subsidiary of the Company or any affiliate or affiliates

of any such officer, director or 5% or greater stockholder that is required to be described that is not so described in the Registration

Statement and the Prospectus. Neither the Company nor any of its Subsidiaries has, directly or indirectly, extended or maintained credit,

or arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any of its directors

or executive officers in violation of applicable laws, including Section 402 of the Sarbanes-Oxley Act.

(xxxii)      (a) Except

as would not reasonably be expected to have a Material Adverse Effect, neither the Company nor any of its Subsidiaries is in violation

of any applicable international, national, state or local convention, law, regulation, order, governmental license, convention, treaty

(including those promulgated by the International Maritime Organization) or other requirement relating to pollution or protection of human

health or safety (as they relate to exposure to Materials of Environmental Concern (as defined below)) or protection of the environment

(including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or protection of natural resources,

including without limitation, conventions, laws or regulations relating to emissions, discharges, releases or threatened releases of chemicals,

pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or other hydrocarbons (collectively,

“Materials of Environmental Concern”), or otherwise relating to the manufacture, processing, distribution, use,

treatment, storage, disposal, transport or handling of Materials of Environmental Concern (collectively, “Environmental Laws”),

nor has the Company or any Subsidiary received any written communication, whether from a Governmental Authority, citizens group, employee

or otherwise, that alleges that the Company or any such Subsidiary is in violation of any Environmental Law or governmental license required

pursuant to Environmental Law; except, in each case, as would not reasonably be expected, individually or in the aggregate, to have a

Material Adverse Effect; (b) there is no claim, action or cause of action filed with a court or Governmental Authority and no investigation,

or other action with respect to which the Company or any Subsidiary has received written notice alleging potential liability for investigatory

costs, cleanup costs, governmental response costs, natural resources damages, property damages, personal injuries, attorneys' fees or

penalties arising out of, based on or resulting from the presence, or release into the environment, of any Material of Environmental Concern

at any location owned, leased or operated by the Company or any Subsidiary, now or in the past, or from any vessel owned, leased or operated

by the Company or any Subsidiary, now or in the past (collectively, “Environmental Claim”), pending or, to the

knowledge of the Company, threatened against the Company or any Subsidiary or any person or entity whose liability for any Environmental

Claim the Company or any Subsidiary has retained or assumed either contractually or by operation of law, except as would not, individually

or in the aggregate, have a Material Adverse Effect; (c) to the knowledge of the Company, there are no past or present actions, activities,

circumstances, conditions, events or incidents, including, without limitation, the release, emission, discharge, presence or disposal

of any Material of Environmental Concern, that reasonably would be expected to result in a violation of any Environmental Law, require

expenditures to be incurred pursuant to Environmental Law, or form the basis of an Environmental Claim against the Company, any Subsidiary

or against any person or entity whose liability for any Environmental Claim the Company or any Subsidiary has retained or assumed either

contractually or by operation of law, except as would not reasonably be expected, individually or in the aggregate, to have a Material

Adverse Effect (for the avoidance of doubt, the operation of vessels in the ordinary course of business shall not be deemed, by itself,

an action, activity, circumstance or condition set forth in this clause (c)); and (d) none of the Company or any Subsidiary is subject

to any pending proceeding under Environmental Law to which a Governmental Authority is a party and which the Company reasonably believes

is likely to result in monetary sanctions of US$100,000 or more. The Company has reasonably concluded that any existing compliance and

remediation costs and liabilities arising under Environmental Laws and resulting from the business, operations or properties of the Company

or any Subsidiary would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, except as set

forth in or contemplated in the Registration Statement and the Prospectus. No facts or circumstances have come to the Company's attention

that could result in costs or liabilities that would be expected, individually or in the aggregate, to have a Material Adverse Effect.

(xxxiii)     Each

of the Company and each of the Subsidiaries (A) is in compliance, in all material respects, with applicable foreign, federal, state

and local laws, rules, regulations, statutes and codes promulgated by applicable governmental authorities (including pursuant to the Occupational

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

except where such non-compliance would not reasonably be expected to have a Material Adverse Effect; (B) has received all material

permits, licenses or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted;

and (C) is in compliance, in all material respects, with all terms and conditions of such permit, license or approval, except where

such non-compliance would not reasonably be expected to have a Material Adverse Effect. No action, proceeding, revocation proceeding,

writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating

to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or

cost accounting practices that would reasonably be expected to form the basis for or give rise to such actions, suits, investigations

or proceedings.

(xxxiv)     No

material labor problem or dispute with the employees of the Company or any of its Subsidiaries exists or, to the knowledge of the Company,

is threatened or imminent.

(xxxv)      The

Company has not, and to its knowledge no one acting on its behalf has, (a) taken, directly or indirectly, any action designed to

cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of

any of the Shares, (b) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Shares or (c) paid

or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Company, other than, in

the case of clauses (b) and (c), compensation paid to the Agent in connection with the sale of the Shares.

(xxxvi)     Other

than with respect to this Agreement and as described in the Registration Statement or Prospectus, the Company is not a party to any agreement

with an agent or underwriter for any other “at the market” offering or continuous equity transaction.

(xxxvii)    There

is no transaction, arrangement or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off

balance sheet entity that is required to be disclosed by the Company in the Registration Statement or the Prospectus and is not so disclosed

or that otherwise could be reasonably likely to have a Material Adverse Effect.

(xxxviii)   To

the Company’s knowledge, none of the Company, its Subsidiaries, or any of their respective affiliates (within the meaning of the

Securities Act), has, prior to the date hereof, made any offers or sales of any security which are required to be “integrated”

pursuant to the Securities Act with the offer and sale of the Shares pursuant to the Registration Statement.

(xxxix)     Any

statistical and market-related data included in the Registration Statement and the Prospectus are based on or derived from sources that

the Company believes 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, except for such failures to obtain written consent which (individually or in the aggregate) would not

reasonably be expected to have a Material Adverse Effect).

(xl)          The

Registration Statement is not the subject of a pending proceeding or examination under Section 8(d) or 8(e) of the Securities

Act, and the Company is not the subject of a pending proceeding under Section 8A of the Securities Act in connection with the offering

of the Shares.

(xli)          To

the Company’s knowledge, there are no affiliations with any FINRA member firm among the Company’s officers, directors, except

as set forth in the Registration Statement or the Prospectus.

(xlii)        The

Company is not a “foreign private issuer” as defined in Rule 405 promulgated under the Securities Act.

(xliii)       The

Company did not qualify as a “passive foreign investment company” within the meaning of Section 1297 of the United States

Internal Revenue Code of 1986, as amended, for its most recently completed taxable year, if any.

(b)           Any

certificate signed by any officer of the Company and delivered to the Agent or the Agent’s counsel shall be deemed a representation

and warranty by the Company to the Agent as to the matters covered thereby.

each Bringdown Date (as defined herein) and each Time of Sale, the Company shall be deemed to have affirmed each representation and warranty

contained in or made pursuant to this Agreement as of such date as though made at and as of such date (except that such representations

and warranties shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented relating to such

Shares on such date).

2.            Purchase,

Sale and Delivery of Shares.

(a)           At

the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time

during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent,

acting as sales agent, the Shares up to an aggregate offering price of $10,000,000; provided, however, that in no event shall the

Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of Common Stock registered

on the Registration Statement, pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued Common

Stock or (c) would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for

use of Form S-3 as such amount may increase from time to time (including, if applicable, General Instruction I.B.6 of Form S-3

(the lesser of (a), (b) and (c), the “Maximum Amount”)). Notwithstanding anything to the contrary contained

herein, the parties hereto agree that compliance with the limitations set forth in this Section 2(a) on the number and

aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall

have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent

with written notice no less than one (1) business day prior to the date on which it makes the initial sale of Shares under this Agreement.

As used herein, the terms “business day” means any day (other than Saturday, Sunday or any federal holiday in

the United States) in which commercial banks in New York, New York are open for business.

(i)            For

purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company for the purpose

of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable

efforts to sell the Shares on the terms and subject to the conditions stated herein.

(ii)           Each

time the Company wishes to issue and sell the Shares hereunder (each, a “Transaction”), it will notify the Agent

by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D hereto, using a form

substantially similar to that set forth on Schedule C hereto (a “Transaction Notice”) as to the maximum

number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus

and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the

number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made.

The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each

of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set

forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and

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

this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed

to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company

in, and in accordance with the terms set forth in, the Transaction Notice; provided, however, that any obligation of the Agent to use

such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company

herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions

specified in Section 4 of this Agreement. The gross sales price of the Shares sold under this Section 2(a) shall

be equal to the market price for the Common Stock sold by the Agent under this Section 2(a) on the Nasdaq Capital Market

at the time of such sale. For the purposes hereof, “Trading Day” means any day on which Common Stock are purchased

and sold on the principal market on which the Common Stock are listed or quoted.

(iii)           The

Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective

individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party),

suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice

is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect

or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such

notice. Each of the parties agrees that no such notice under this Section 2(a)(iii) shall be effective against the other

unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time.

(iv)          The

Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the

Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other

than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable

law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase

shares on a principal basis pursuant to this Agreement.

(v)           The

Agent may sell Shares by any method permitted by law to be an “at the market offering” as defined in Rule 415 under the

Securities Act, including, without limitation, sales made directly on the Nasdaq Capital Market, on any other existing trading market

for the Common Stock or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for

the avoidance of doubt, shall not include block trades initiated on the Nasdaq Capital Market) with the Company’s prior written

approval.

(vi)          The

compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a cash transaction fee equal to three percent

(3%) (the “Transaction Fee”) of the gross sales price of all of Shares sold pursuant to this Section 2(a) .

The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization

in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the “Net Proceeds”).

The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required.

(vii)         The

Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading

on the Nasdaq Capital Market each day in which the Shares are sold under this Section 2(a) setting forth the number of

the Shares sold on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company

to the Agent with respect to such sales.

(viii)        All

Shares sold pursuant to this Section 2(a) will be delivered by the Company to Agent for the accounts of the Agent on

the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company

determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as

a “Settlement Date.” On each Settlement Date, the Shares sold through the Agent for settlement on such date

shall be issued and delivered by the Company to the Agent against payment of the Net Proceeds from the sale of such Shares. Settlement

for all such Shares shall be effected by free delivery of the Shares by the Company or its transfer agent (i) to the Agent or its

designee’s account (provided the Agent shall have given the Company written notice of such designee prior to the Settlement Date)

at The Depository Trust Company (“DTC”) or (ii) by such other means of delivery as may be mutually agreed

upon by the parties hereto, which in all cases (provided that such Shares were sold pursuant to the Registration Statement) shall be freely

tradable, transferable, registered shares in good deliverable form, in return for payment in same day funds delivered to an account designated

by the Company. If the Company or its transfer agent (if applicable) shall default on its obligation to deliver the Shares on any Settlement

Date, the Company shall (A) indemnify and hold the Agent harmless against any loss, claim or damage arising from or as a result of

such default by the Company and (B) pay the Agent any commission to which it would otherwise be entitled absent such default against

payment of the Net Proceeds therefor by wire transfer of same day funds payable to the order of the Company at 9:00 a.m. New York

City time. If the Agent breaches this Agreement by failing to deliver the Net Proceeds on any Settlement Date for the shares delivered

by the Company, the Agent will pay the Company interest based on the effective prime rate until such proceeds, together with such interest,

have been fully paid.

(ix)           Under

no circumstances shall the Company cause or request the offer or sale of any Shares if, after giving effect to the sale of such Shares,

the aggregate gross sales proceeds sold pursuant to this Agreement would exceed the lesser of (A) together with all sales of Shares

under this Agreement, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration

Statement and (C) the amount authorized from time to time to be issued and sold under this Agreement by the Company’s board

of directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to the Agent in writing. Under

no circumstances shall the Company cause or request the offer or sale of any Shares at a price lower than the minimum price authorized

from time to time by the Company’s board of directors, duly authorized committee thereof or a duly authorized executive committee,

and notified to the Agent in writing. Further, under no circumstances shall the aggregate offering amount of the Shares sold pursuant

to this Agreement, including any separate underwriting or similar agreement covering principal transactions, exceed the Maximum Amount.

(x)            Unless

the exceptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are satisfied with respect

to the Shares, the Company shall give the Agent at least one business day’s prior notice of its intent to sell any Shares in order

to allow the Agent time to comply with Regulation M.

(xi)           The

Company agrees that during the term of this Agreement, any offer to sell, any solicitation of an offer to buy, or any sales of Shares

in an “at the market offering” as defined in Rule 415 under the Securities Act, including pursuant to Section 3(o) of

this Agreement, shall only be effected by or through the Agent; provided, however, that the foregoing limitation shall not apply to the

exercise of any outstanding option or warrant described in the Registration Statement and the Prospectus.

(b)           Nothing

herein contained shall constitute the Agent an unincorporated association or partner with the Company. Under no circumstances shall any

Shares be sold pursuant to this Agreement after the date which is three years after the Registration Statement is first declared effective

by the Commission.

any other provisions of this Agreement, the Company agrees that no sale of Shares shall take place, and the Company shall not request

the sale of any Shares, and the Agent shall not be obligated to sell, during any period in which the Company is, or could be deemed to

be, in possession of material non-public information or the Company’s insider trading policy would prohibit the purchase and sale

of the Company’s Common Stock by its officers and directors.

3.            Covenants.

The Company covenants and agrees with the Agent as follows:

(a)            After

the date hereof and through any Prospectus Delivery Period, prior to amending or supplementing the Registration Statement (including any

Rule 462(b) Registration Statement), Base Prospectus, the Prospectus or any Permitted Free Writing Prospectus, the Company shall

furnish to the Agent for review a copy of each such proposed amendment or supplement, allow the Agent a reasonable amount of time to review

and comment on such proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement to which

the Agent or counsel to the Agent reasonably object; provided, that the foregoing shall not apply with regards to the filing by the Company

of any Form 10-K, Form 10-Q or other Incorporated Document. Subject to this Section 3(a), immediately following

execution of this Agreement, the Company will prepare a prospectus supplement describing the selling terms of the Shares hereunder, the

plan of distribution thereof and such other information as may be required by the Securities Act or the Rules and Regulations or

as the Agent and the Company may deem appropriate, and if requested by the Agent, a Permitted Free Writing Prospectus containing the selling

terms of the Shares hereunder and such other information as the Company and the Agent may deem appropriate, and will file or transmit

for filing with the Commission, in accordance with Rule 424(b) or Rule 433, as the case may be, copies of the Prospectus

as supplemented and each such Permitted Free Writing Prospectus.

(b)           After

the date of this Agreement, the Company shall promptly advise the Agent in writing (i) of the receipt of any comments of, or requests

for additional or supplemental information from, the Commission or for any amendments or supplements to the Registration Statement, the

Base Prospectus, the Prospectus or any Permitted Free Writing Prospectus (excluding any Incorporated Documents), (ii) of the time

and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Base Prospectus,

the Prospectus or any Permitted Free Writing Prospectus(excluding any Incorporated Documents), (iii) of the time and date that any

post-effective amendment to the Registration Statement becomes effective, (iv) of the issuance by the Commission of any stop order

suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending

its use or the use of any Base Prospectus, the Prospectus or any Permitted Free Writing Prospectus, or (v) of any proceedings to

remove, suspend or terminate from listing or quotation the Common Stock from any securities exchange upon which it is listed for trading

or included or designated for quotation, or of the threatening or initiation of any proceedings for any of such purposes. If the Commission

shall enter any such stop order at any time, the Company may terminate this Agreement. Additionally, the Company agrees that it shall

comply with the provisions of Rules 424(b), 430B and 430C, as applicable, under the Securities Act and will use its reasonable efforts

to confirm that any filings made by the Company under Rule 424(b), Rule 433 or Rule 462 were received in a timely manner

by the Commission (without reliance on Rule 424(b)(8) or Rule 164(b)).

the date hereof through the later of (A) the termination of this Agreement and (B) the end of any applicable Prospectus Delivery

Period, the Company will comply in all material respects with all requirements imposed upon it by the Securities Act, as now and hereafter

amended, and by the Rules and Regulations, as from time to time in force, and by the Exchange Act so far as necessary to permit the

continuance of sales of or dealings in the Shares as contemplated by the provisions hereof, the Base Prospectus, the Prospectus and any

Permitted Free Writing Prospectus. If during any applicable Prospectus Delivery Period any event occurs as a result of which the Base

Prospectus, the Prospectus, or any Permitted Free Writing Prospectus would include an untrue statement of a material fact or omit to state

a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during

any applicable Prospectus Delivery Period it is necessary or appropriate in the opinion of the Company or its counsel or in the reasonable

opinion of the Agent or counsel to the Agent to amend the Registration Statement or supplement the Base Prospectus, the Prospectus or

any Permitted Free Writing Prospectus, to comply with the Securities Act or to file under the Exchange Act any document which would be

deemed to be incorporated by reference in the Prospectus in order to comply with the Securities Act or the Exchange Act, the Company will

promptly notify Agent (or the Agent will notify the Company, as applicable), and the Agent shall suspend the offering and sale of any

such Shares, and the Company will amend the Registration Statement or supplement the Base Prospectus, the Prospectus or any Permitted

Free Writing Prospectus or file such document (at the expense of the Company) so as to correct such statement or omission or effect such

compliance within the time period prescribed by the Securities Act or the Exchange Act.

(ii)           In

case the Agent is required to deliver (whether physically or through compliance with Rule 172 under the Securities Act or any similar

rule), in connection with the sale of the Shares, a Prospectus after the nine-month period referred to in Section 10(a)(3) of

the Securities Act, or after the time a post-effective amendment to the Registration Statement is required pursuant to Item 512(a) of

Regulation S-K under the Securities Act, the Company will prepare, at its expense, promptly upon request such amendment or amendments

to the Registration Statement and the Prospectus as may be necessary to permit compliance with the requirements of Section 10(a)(3) of

the Securities Act or Item 512(a) of Regulation S-K under the Securities Act, as the case may be. The Company shall cause each amendment

or supplement to any Base Prospectus or the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph

of Rule 424(b) of the Securities Act or, in the case of any document which would be deemed to be incorporated by reference therein,

to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed. The Company shall promptly

notify the Agent if any Material Contract is terminated or if the other party thereto gives written notice of its intent to terminate

any such Material Contract.

(iii)          If

at any time following issuance of a Permitted Free Writing Prospectus there occurs an event or development as a result of which such Permitted

Free Writing Prospectus would conflict with the information contained in the Registration Statement, the Base Prospectus or the Prospectus,

or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the

statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company promptly will notify

the Agent and will promptly amend or supplement, at its own expense, such Permitted Free Writing Prospectus to eliminate or correct such

conflict, untrue statement or omission.

(d)           The

Company shall use commercially reasonable efforts to take or cause to be taken all necessary action to qualify the Shares for sale under

the securities laws of such jurisdictions as Agent reasonably designates, if applicable, and to continue such qualifications in effect

so long as required for the distribution of the Shares, except that the Company shall not be required in connection therewith to qualify

as a foreign corporation or to execute a general consent to service of process in any state. The Company shall promptly advise the Agent

of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for offer or sale

in any jurisdiction or the initiation or threatening of any proceeding for such purpose.

(e)           The

Company will furnish to the Agent and counsel for the Agent, to the extent requested, copies of the Registration Statement, the Base Prospectus,

the Prospectus, any Permitted Free Writing Prospectus, and all amendments and supplements to such documents, in each case as soon as available

and in such quantities as the Agent may from time to time reasonably request; provided, however, that the Company shall

not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on EDGAR.

(f)            The

Company will make generally available to its security holders as soon as practicable an earnings statement (which need not be audited)

covering a 12-month period that shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 of the

Rules and Regulations. If the Company makes any public announcement or release disclosing its results of operations or financial

condition for a completed quarterly or annual fiscal period (each, an “Earnings Release”) and the Company has

not yet filed an Annual Report on Form 10-K or a Form 10-Q with respect to such information, as applicable, then, prior to any

sale of Shares, the Company shall be obligated to (x) file a prospectus supplement with the Commission under the applicable paragraph

of Rule 424(b), which prospectus supplement shall include the applicable financial information or (y) file a Report on Form 8-K,

which Form 8-K shall include the applicable financial information.

(g)           The

Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to

be paid (i) all expenses (including stock or transfer taxes and stamp or similar duties allocated to the respective transferees)

incurred in connection with the registration, issue, sale and delivery of the Shares, (ii) all reasonable expenses and fees (including,

without limitation, fees and expenses of the Company’s accountants and counsel) in connection with the preparation, printing, filing,

delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits

thereto), the Base Prospectus, each Prospectus, any Permitted Free Writing Prospectus, and any amendment thereof or supplement thereto,

and the producing, word-processing, printing, delivery, and shipping of this Agreement and other closing documents, including Blue Sky

Memoranda (covering the states and other applicable jurisdictions) prepared by counsel, if required, and including the cost to furnish

copies of each thereof to the Agent, (iii) all filing fees, (iv) listing fees, if any, and (v) all other costs and expenses

of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company

shall reimburse the Agent upon request for its reasonable and documented costs and out-of-pocket expenses incurred in connection with

this Agreement, including the reasonable and documented fees and disbursements of its legal counsel, such out-of-pocket expenses in the

aggregate (including the legal fees and disbursements) not to exceed (except in the case of legal fees and disbursements as provided for

in the following sentence) US$50,000 without the approval of the Company (such approval not to be unreasonably withheld). In addition,

the Company shall pay the Agent US$3,000 for its legal fees on each Bringdown Date unless no Transaction Notice is pending and the Company

does not cause to be delivered an opinion of its counsel or Reliance Letter (as defined herein) or a Bring Down Comfort Letter. All such

reimbursements under this Agreement shall be paid in U.S. dollars.

(h)           The

Company will apply the net proceeds from the sale of the Shares in the manner set forth under the caption “Use of Proceeds”

in the Base Prospectus, the Prospectus, and any Permitted Free Writing Prospectus.

(i)            The

Company will not, without (i) giving the Agent at least two (2) business days’ prior written notice specifying the nature

of the proposed sale and the date of such proposed sale and (ii) the Agent’s suspending activity under this Agreement for such

period of time as requested by the Company or as deemed appropriate by the Agent in light of the proposed sale, offer for sale, sell,

contract to sell, pledge, grant any option for the sale of, 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 Company or any Subsidiary, or otherwise issue or dispose of, directly or indirectly (or publicly disclose the intention to make any

such offer, sale, pledge, grant, issuance or other disposition), of any Common Stock or any securities convertible into or exchangeable

for, or any options or rights to purchase or acquire, Common Stock, or permit the registration under the Securities Act of any Common

Stock, such securities, options or rights, except for (i) the registration of the Shares and the sales through the Agent pursuant

to this Agreement (ii) the registration of Common Stock issued or issuable with respect to any currently outstanding options and

warrants that are described in the Registration Statement and the Prospectus and (iii) a registration statement on Form S-8

relating to employee benefit plans.

(j)            The

Company shall not, at any time at or after the execution of this Agreement, offer or sell any Shares by means of any “prospectus”

(within the meaning of the Securities Act), or use any “prospectus” (within the meaning of the Securities Act) in connection

with the offer or sale of the Shares, in each case other than the Prospectus or any Permitted Free Writing Prospectus.

(k)           Until

the termination of this Agreement, the Company will not take, directly or indirectly, any action designed to or that would constitute

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

of the Securities Act, the Exchange Act or the rules and regulations thereunder of the price of any security of the Company to facilitate

the sale or resale of the Shares or otherwise violate any provision of Regulation M under the Exchange Act.

(l)            The

Company will not incur any liability for any finder’s or broker’s fee or agent’s commission in connection with the execution

and delivery of this Agreement or the consummation of the transactions contemplated hereby or thereby, except as contemplated herein.

(m)          During

any applicable Prospectus Delivery Period, the Company will file on a timely basis with the Commission such periodic and current reports

as required by the Rules and Regulations.

(n)           Except

as described in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2025, the Company has

maintained and will use commercially reasonable efforts to maintain, such controls and other procedures, including without limitation

those required by Sections 302 and 906 of the Sarbanes-Oxley Act and the applicable regulations thereunder, that are designed to ensure

that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed,

summarized and reported within the time periods specified in the Commission’s rules and forms, including without limitation,

controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits

under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer and

its principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required

disclosure, to ensure that material information relating to Company is made known to them by others within those entities.

(o)           Each

of the Company and Agent represent and agree that, neither the Company nor the Agent has made or will make any offer relating to the Shares

that would constitute an “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act, or that would

otherwise constitute a “free writing prospectus,” as defined in Rule 405 under the Securities Act, required to be filed

with the Commission other than a Permitted Free Writing Prospectus. The Company represents that it has treated or agrees that it will

treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has

complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely

Commission filing where required, legending and record keeping.

(p)           On

the date hereof and each date when the Company (A) amends or supplements (other than a supplement to a Prospectus filed pursuant

to Rule 424(b) under the Securities Act relating solely to the offering of securities other than the Shares) the Registration

Statement or Prospectus by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents

by reference into the Registration Statement or the Prospectus relating to the Shares, (B) files an annual report on Form 10-K

under the Exchange Act (including any Form 10-K/A containing amended material financial information or a material amendment to the

previously filed Form 10-K) or (C) files a report on Form 10-Q containing quarterly financial information that is incorporated

by reference in the Registration Statement and Prospectus (each of the dates in (A) through (C) are referred to herein as a

“Bringdown Date”), the Agent shall receive a favorable opinion of Blank Rome LLP, counsel for the Company, dated

as of a date within ten (10) days after the applicable Bringdown Date, addressed to the Agent and modified as necessary to relate

to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions. With respect to

this Section 3(p), in lieu of delivering such opinions or letters for Bringdown Dates subsequent to the date hereof, such

counsel may furnish agent with a letter (a “Reliance Letter”) to the effect that Agent may rely upon a prior

opinion or letter delivered under this Section 3(p) to the same extent as if it were dated the date of such letter (except

that statement in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented

as of the date of such Reliance Letter); provided, however, the requirement to provide opinions and letters under this Section 3(p) is

hereby waived for any Bringdown Date occurring at a time at which no Transaction Notice is pending, which waiver shall continue until

the earlier to occur of the date the Company delivers a Transaction Notice. Notwithstanding the foregoing, if the Company subsequently

decides to sell Shares following a Bringdown Date when the Company relied on such waiver and did not provide Agent with opinions and letters

under this Section 3(p), then before the Company delivers the Transaction Notice or Agent sells any Shares, the Company shall

cause Blank Rome LLP, to furnish to the Agent a written opinion or Reliance Letter dated the date of the Transaction Notice.

(q)            On

the date hereof, and each date when the Company files an annual report on Form 10-K, or a report on Form 10-Q (other than a

Form 10-Q for the quarterly period ended June 30, 2026) containing quarterly financial information that is incorporated by reference

in the Registration Statement and Prospectus, the Company shall cause Wolf & Company, P.C., or other independent accountants

reasonably satisfactory to the Agent, to deliver to the Agent (x) a letter, dated as of a date within ten (10) days after such

date and addressed to Agent, in form and substance satisfactory to Agent (the first such letter, the “Initial Comfort Letter”),

confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable

requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and stating the conclusions

and findings of said firm with respect to the financial information and other matters and (y) a letter updating the Initial Comfort

Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and as modified

as necessary to relate to the date of such letter (each such letter, a “Bringdown Comfort Letter”); provided,

however, the requirement to provide a Bringdown Comfort Letter under this Section 3(q) is hereby waived for any Bringdown

Date occurring at a time at which no Transaction Notice is pending, which waiver shall continue until the earlier to occur of the date

the Company delivers a Transaction Notice hereunder and the next occurring Bringdown Date. Notwithstanding the foregoing, if the Company

subsequently decides to sell Shares following a Bringdown Date when the Company relied on such waiver and did not provide Agent with a

Bringdown Comfort Letter under this Section 3(q), then before the Company delivers the Transaction Notice or Agent sells any

Shares, the Company shall cause Assurance Dimensions, or other independent accountants satisfactory to the Agent, to deliver to the Agent

a Bringdown Comfort Letter dated the date of the Transaction Notice.

(r)            On

the date hereof and each Bringdown Date, the Company shall furnish to the Agent a certificate, dated as of a date within ten (10) days

after the applicable Bringdown Date and addressed to Agent, signed by the chief executive officer and by the chief financial officer of

the Company, to the effect that:

(i)            The

representations and warranties of the Company in this Agreement are true and correct in all material respects as if made at and as of

the date of the certificate, and the Company has complied in all material respects with all the agreements and satisfied all the conditions

on its part to be performed or satisfied at or prior to the date of the certificate;

(ii)           No

stop order or other order suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof or the

qualification of the Shares for offering or sale or notice that would prevent use of the Registration Statement, nor suspending or preventing

the use of the Base Prospectus, the Prospectus or any Permitted Free Writing Prospectus, has been issued, and no proceeding for that purpose

has been instituted or, to the best of their knowledge, is contemplated by the Commission or any state or regulatory body;

(iii)          Subsequent

to the respective dates as of which information is given in the Base Prospectus, the Prospectus or any Permitted Free Writing Prospectus,

as amended and supplemented, and except for pending transactions disclosed therein, the Company has not incurred any material liabilities

or obligations, direct or contingent, or entered into any material transactions, not in the ordinary course of business, or declared or

paid any dividends or made any distribution of any kind with respect to its capital stock, and there has not been any material change

in the capital stock or any material issuance of options, warrants, convertible securities or other rights to purchase the capital stock

(other than as a result of the exercise of any currently outstanding options or warrants that are disclosed in the Prospectus), or any

material change in the short-term or long-term debt (other than a reclassification of long-term debt to short-term debt as a result of

the passage of time), of the Company, or any Material Adverse Effect or any development that would reasonably be likely to result in a

Material Adverse Effect (whether or not arising in the ordinary course of business), or any material loss by strike, fire, flood, earthquake,

accident or other calamity, whether or not covered by insurance, incurred by the Company; and

(iv)          Except

as stated in the Base Prospectus, the Prospectus, and any Permitted Free Writing Prospectus, as amended and supplemented, there is not

pending, or, to the knowledge of the Company, threatened or contemplated, any action, suit or proceeding to which the Company is a party

before or by any court or governmental agency, authority or body, or any arbitrator, which would reasonably be likely to result in any

Material Adverse Effect; provided, however, the requirement to provide a certificate under this Section 3(r) is hereby

waived for any Bringdown Date occurring at a time at which no Transaction Notice is pending, which waiver shall continue until the earlier

to occur of the date the Company delivers a Transaction Notice hereunder and the next occurring Bringdown Date. Notwithstanding the foregoing,

if the Company subsequently decides to sell Shares following a Bringdown Date when the Company relied on such waiver and did not provide

Agent with a certificate under this Section 3(r), then before the Company delivers the Transaction Notice or Agent sells any

Shares, the Company shall provide Agent with a certificate dated the date of the Transaction Notice.

(s)           A

reasonable time prior to each Bringdown Date, the Company, if so requested by the Agent, shall conduct a due diligence session, in form

and substance, satisfactory to the Agent, which shall include representatives of the management and the accountants of the Company.

(t)            The

Company shall disclose in its annual report on Form 10-K and its reports on Form 10-Q with quarterly financial information the

number of Shares sold through the Agent under this Agreement, the Net Proceeds to the Company and the compensation paid by the Company

with respect to sales of the Shares pursuant to this Agreement.

(u)           The

Company shall ensure that there are at all times sufficient Common Stock to provide for the issuance, free of any preemptive rights, out

of its authorized but unissued Common Stock, of the maximum aggregate number of Shares authorized for issuance by the Company’s

board of directors pursuant to the terms of this Agreement. The Company will use its reasonable best efforts to cause the Shares to be

listed on the Nasdaq Capital Market, and to maintain such listing. The Company shall cooperate with Agent and use its reasonable efforts

to permit Shares to be eligible for clearance and settlement through the facilities of DTC.

(v)           At

any time during the term of this Agreement, the Company will advise the Agent promptly after it receives notice or obtains knowledge of

any information or fact that would alter or affect any opinion, certificate, letter and other document provided to the Agent pursuant

to Section 3 herein.

(w)          Subject

to compliance with any applicable requirements of Regulation M under the Exchange Act and compliance with applicable securities laws,

the Company consents to the Agent trading in Common Stock for the Agent’s own account and for the account of its clients (in compliance

with all applicable laws) at the same time as sales of the Shares occur pursuant to this Agreement.

(x)            If

to the knowledge of the Company, any condition set forth in Section 4 of this Agreement shall not have been satisfied on the

applicable Settlement Date, the Company will offer to any person who has agreed to purchase the Shares on such Settlement Date from the

Company as the result of an offer to purchase solicited by the Agent the right to refuse to purchase and pay for such Shares.

(y)           On

the date hereof, the Company shall furnish to the Agent an incumbency certificate, dated as of such date and addressed to Agent, signed

by the secretary of the Company.

(z)            Each

acceptance by the Company of an offer to purchase the Shares hereunder shall be deemed to be an affirmation to the Agent that the representations

and warranties of the Company contained in or made pursuant to this Agreement are true and correct as of the date of such acceptance as

though made at and as of such date (other than those representations and warranties made as of a specified date or time), and an undertaking

that such representations and warranties will be true and correct, in all material respects, as of the Settlement Date for the Shares

relating to such acceptance, as though made at and as of such date (except that such representations and warranties shall be deemed to

relate to the Registration Statement and the Prospectus as amended and supplemented relating to such Shares).

(aa)      The

Company shall ensure that there are at all times sufficient Common Stock to provide for the issuance, free of any preemptive rights, out

of its authorized but unissued Common Stock or Common Stock held in treasury, of the maximum aggregate number of Shares authorized for

issuance by the Company’s board of directors pursuant to the terms of this Agreement.

(bb)      During

any period when the delivery of a prospectus relating to the Shares is required (including in circumstances where such requirement may

be satisfied pursuant to Rule 172, 173 or any similar rule) to be delivered under the Securities Act, the Company will file all documents

required to be filed with the Commission pursuant to the Exchange Act within the time periods required by the Exchange Act and the regulations

thereunder.

(cc)      The

Company shall cooperate with Agent and use its reasonable efforts to permit the Shares to be eligible for clearance and settlement through

the facilities of DTC.

(dd)      The

Company will apply the Net Proceeds from the sale of the Shares in the manner set forth in the Prospectus.

(ee)      To

the extent that the Registration Statement is not available for the sales of the Shares as contemplated by this Agreement, the Company

shall file a new registration statement with respect to any additional shares of Common Stock necessary to complete such sales of the

Shares and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such

registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such

new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references

to “Base Prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents

incorporated therein by reference, included in any such registration statement at the time such registration statement became effective.

4.            Conditions

of Agent’s Obligations. The obligations of the Agent hereunder are subject to (i) the accuracy of, as of the date hereof,

each Bringdown Date, and each Time of Sale (in each case, as if made at such date), and compliance with, all representations, warranties

and agreements of the Company contained herein, (ii) the performance by the Company of its obligations hereunder and (iii) the

following additional conditions:

(a)           If

the filing of the Prospectus, or any amendment or supplement thereto, or any Permitted Free Writing Prospectus, is required under the

Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such

Permitted Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or

Rule 164(b)); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement

or any part thereof, any Rule 462(b) Registration Statement, or any amendment thereof, nor suspending or preventing the use

of the Base Prospectus, the Prospectus or any Permitted Free Writing Prospectus shall have been issued; no proceedings for the issuance

of such an order shall have been initiated or threatened; and any request of the Commission for additional information (to be included

in the Registration Statement, the Base Prospectus, the Prospectus, any Permitted Free Writing Prospectus or otherwise) shall have been

complied with to the Agent’s satisfaction.

(b)           The

Agent shall not have advised the Company that the Registration Statement, the Base Prospectus, the Prospectus, or any amendment or supplement

thereto, or any Permitted Free Writing Prospectus, contains an untrue statement of fact which, in the Agent’s opinion, is material,

or omits to state a fact which, in the Agent’s opinion, is material and is required to be stated therein or is necessary to make

the statements therein (i) with respect to the Registration Statement, not misleading and (ii) with respect to the Base Prospectus,

the Prospectus or any Permitted Free Writing Prospectus, in light of the circumstances under which they were made, not misleading.

as set forth or contemplated in the Base Prospectus, the Prospectus and any Permitted Free Writing Prospectus, subsequent to the respective

dates as of which information is given therein, the Company shall not have incurred any material liabilities or obligations, direct or

contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect

to its capital stock and there shall not have been any change in the capital stock, or any issuance of options, warrants, convertible

securities or other rights to purchase the capital stock (other than as a result of the exercise of any currently outstanding options

or warrants that are disclosed in the Prospectus), or any material change in the short-term or long-term debt(other than a reclassification

of long-term debt to short-term debt as a result of the passage of time), of the Company, or any Material Adverse Effect or any development

that would be reasonably likely to result in a Material Adverse Effect (whether or not arising in the ordinary course of business), or

any material loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, incurred by the

Company, the effect of which, in any such case described above, in the Agent’s judgment, makes it impractical or inadvisable to

offer or deliver the Shares.

(d)           The

Company shall have performed each of its obligations under Section 3(q).

(e)           The

Company shall have performed each of its obligations under Section 3(r).

(f)            The

Company shall have performed each of its obligations under Section 3(s).

(g)           FINRA

shall not have raised any objection to the fairness and reasonableness of the terms and arrangements under this Agreement.

(h)           All

filings with the Commission required by Rule 424 under the Securities Act to have been filed by the Settlement Date shall have been

made within the applicable time period prescribed for such filing by Rule 424.

(i)            The

Company shall have furnished to Agent and the Agent’s counsel such additional documents, certificates and evidence as they may have

reasonably requested.

(j)            Trading

in the Common Stock shall not have been suspended on the Nasdaq Capital Market. The Shares shall have been listed and authorized for trading

on the Nasdaq Capital Market prior to the first Settlement Date, and satisfactory evidence of such actions shall have been provided to

the Agent and its counsel, which may include oral confirmation from a representative of the Nasdaq Capital Market.

All such opinions, certificates,

letters and other documents will be in compliance with the provisions hereof only if they are reasonably satisfactory in form and substance

to Agent and the Agent’s counsel. The Company will furnish Agent with such conformed copies of such opinions, certificates, letters

and other documents as Agent shall reasonably request.

5.            Indemnification

and Contribution.

(a)        (i)         The

Company agrees to indemnify and hold harmless the Agent and each of the other Indemnified Parties (as defined below) from and against,

and pay on demand for, any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements,

and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and

disbursements in giving testimony or furnishing documents in response to subpoena or otherwise (including, without limitation, the costs,

expenses and disbursements, as and when incurred, of investigating, preparing, pursuing or defending any such action, suit, proceeding

or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, “Losses”),

directly or indirectly, caused by, relating to, based upon, arising out of , or in connection with this Agreement, including, without

limitation, any act or omission by the Agent in connection with its acceptance of or the performance or non-performance of its obligations

under the Agreement, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in

any instrument, document or agreement relating thereto, including any agency agreement), except to the extent that any such Losses are

found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly

from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that

no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in

connection with this Agreement for any other reason, except to the extent that any such liability is found in a final judgment by a court

of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party’s

gross negligence or willful misconduct This indemnity agreement will be in addition to any liability that the Company otherwise might

have.

(ii)           These

indemnification provisions shall extend to the following persons (collectively, the “Indemnified Parties”):

Maxim, its managers, members, officers, employees and controlling persons (within the meaning of Section 15 of the Securities Act

or Section 20 of the Exchange Act), and the officers, directors, partners, stockholders, members, managers, employees and controlling

persons of any of them. These indemnification provisions shall be in addition to any liability which the Company may otherwise have to

any Indemnified Party.

(iii)           If

any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall

notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the

Company shall not relieve the Company from its obligations hereunder except to the extent that the Company is actually prejudiced by such

failure to notify. An Indemnified Party shall have the right to retain counsel of its own choice to represent it, and the fees, expenses

and disbursements of one such counsel for all Indemnified Parties shall be borne by the Company. Any such counsel shall, to the extent

consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall

be liable for any settlement of any claim against any Indemnified Party made with the Company’s prior written consent, which may

be withheld in the Company’s sole and absolute discretion. The Company shall not, without the prior written consent of the Agent,

settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement,

compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties

of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission

by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation

of any Indemnified Party or any action or inaction of any Indemnified Party.

(iv)            In

order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made

but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may

not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall

contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the

Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if

(and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to

reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the

other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations.

No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable

for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and its stockholders,

subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection

with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by the Agent in connection

with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties

exceed the amount of fees previously received by the Agent pursuant to the Agreement.

(b)        (i)         The

Agent will indemnify and hold harmless the Company and its affiliates, employees, and directors and 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 Securities Act

or Section 20 of the Exchange Act, legal counsel, agents and controlling persons of any of them (the “Company Indemnified

Parties”) from and against any Losses to which the Company or the Company Indemnified Parties may become subject, under

the Securities Act or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of

the Agent), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue

statement or omission or alleged untrue statement or omission of a material fact contained in the Registration Statement, any Base Prospectus,

the Prospectus, or any amendment or supplement thereto or any Permitted Free Writing Prospectus, but only and solely to the extent that

such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Base Prospectus,

the Prospectus, or any amendment or supplement thereto, or any Permitted Free Writing Prospectus in reliance upon and in conformity with

written information furnished to the Company by Agent expressly for use in the preparation thereof, it being understood and agreed that

the only information furnished by the Agent consists of the information described as such in Section 5(b)(ii) hereof,

by the Company in connection with investigating or defending against any such loss, claim, damage, liability or action.

(ii)           The

Agent confirms and the Company acknowledges that as of the date hereof no information has been furnished in writing to the Company by

or on behalf of the Agent specifically for inclusion in the Registration Statement, any Base Prospectus, the Prospectus or any Permitted

Free Writing Prospectus, other than its name.

the indemnification provided for in this Section 5 is unavailable or insufficient to hold harmless an indemnified party under

subsection (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified

party as a result of the losses, claims, damages or liabilities referred to in subsection (a) or (b) above, (i) in such

proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Agent on the other from

the Offering or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as

is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company

on the one hand and the Agent on the other in connection with the statements or omissions that resulted in such losses, claims, damages

or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand

and the Agent on the other shall be deemed to be in the same proportion as the total net proceeds from the Offering (before deducting

expenses) received by the Company and the total commissions received by the Agent, bear to the total public offering price of the Shares.

The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material

fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Agent and the

parties’ relevant intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission.

The Company and the Agent agree that it would not be just and equitable if contributions pursuant to this subsection (c) were to

be determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations

referred to in the first sentence of this subsection (c). The amount paid by an indemnified party as a result of the losses, claims, damages

or liabilities referred to in the first sentence of this subsection (c) shall be deemed to include any legal or other expenses reasonably

incurred by such indemnified party in connection with investigating or defending against any action or claim which is the subject of this

subsection (c). Notwithstanding the provisions of this subsection (c), the Agent shall not be required to contribute any amount in excess

of the amount by which the total price at which the Shares underwritten by it and distributed to the public were offered to the public

exceeds the amount of any damages that the Agent has otherwise been required to pay by reason of such untrue or alleged untrue statement

or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the

Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

(d)           Neither

termination of this Agreement nor completion of the Offering shall affect these indemnification provisions which shall remain operative

and in full force and effect. The indemnification provisions shall be binding upon the Company and the Agent and their respective successors

and assigns and shall inure to the benefit of the Indemnified Parties and the Company Indemnified Parties and their respective successors,

assigns, heirs and personal representatives.

6.            Representations

and Agreements to Survive Delivery. All representations and warranties of the Company herein or in certificates delivered pursuant

hereto, and agreements of the Agent and the Company herein, including but not limited to the agreements of the Agent and the Company contained

in Section 5 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf

of the Agent or any controlling person thereof, or the Company or any of its officers, directors, or controlling persons, and shall survive

delivery of, and payment for, the Shares to and by the Agent hereunder.

7.            Termination

of this Agreement.

(a)            The

Company shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating

to the solicitation of offers to purchase the Shares in its sole discretion at any time upon delivery of written notice to Agent at least

five (5) Trading Days in advance of the effective date of such termination. Any such termination shall be without liability of any

party to any other party except that (i) if the Shares have been sold through the Agent for the Company, then Sections 3(g),

3(o) and 3(y) shall remain in full force and effect, (ii) with respect to any pending sale, through the Agent

for the Company, the obligations of the Company with respect to such pending sale of Shares, including in respect of compensation of the

Agent, shall remain in full force and effect notwithstanding such termination and (iii) the provisions of Section 2(a)(vi),

Section 3(g), Section 3(o), Section 5 and Section 6 of this Agreement shall remain in

full force and effect notwithstanding such termination.

(b)           The

Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement if the Agent

is not fully satisfied, in its sole discretion, with the results of its and its representatives’ review of the Company and the Company’s

business. Any such termination shall be without liability of any party to any other party except that (i) the provisions of the last

three sentences of Section 3(g) and the entirety of Section 3(o), Section 5 and Section 6

of this Agreement shall remain in full force and effect notwithstanding such termination and (ii) the provisions of Section 3(g) other

than the last three sentences thereof shall remain in full force and effect only if the Agent has terminated this Agreement as a result

of the Company’s default of its obligations hereunder and its failure to cure any default within a reasonable period of time.

Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a) or (b) above or otherwise

by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that

Section 3(g), Section 3(o), Section 5 and Section 6 shall remain in full force and effect.

This Agreement shall terminate automatically upon the issuance and sale of Shares having an aggregate offering price equal to the amount

set forth in the first paragraph of this Agreement.

(d)           Any

termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall

not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If

such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions

of Section 2(a) of this Agreement.

8.            Default

by the Company. If the Company shall fail at any Settlement Date to sell and deliver the number of Shares which it is obligated

to sell hereunder, then this Agreement shall terminate without any liability on the part of the Agent or, except as provided in Section 3(g) hereof,

any non-defaulting party. No action taken pursuant to this Section 8 shall relieve the Company from liability, if any, in

respect of such default, and the Company shall (A) hold the Agent harmless against any loss, claim or damage arising from or as a

result of such default by the Company and (B) pay the Agent any commission to which it would otherwise be entitled absent such default.

9.            Notices.

Except as otherwise provided herein, all communications under this Agreement shall be in writing and, if to the Agent, shall be mailed,

delivered or sent by facsimile or email transmission to:

Maxim Group LLC

300 Park Avenue, 16th Floor

New York, New York 10022

Attention: Ritesh Veera, Co-Head of Investment Banking

Fax: (212) 895-3783

email: cteller@maximgrp.com.

with a required copy (which shall not constitute notice) to:

Pryor Cashman LLP

7 Times Square

New York, New York 10036

Attention: M. Ali Panjwani, Esq.

Fax: (212) 326-0806

Email: ali.panjwani@pryorcashman.com

Notices to the Company shall be given to it at:

550 Seventh Avenue

New York, New York 10018

Attention: James Haran

Email: jharan@xcelbrands.com

with a required copy (which shall not constitute notice) to:

Blank Rome LLP

1271 Avenue of the Americas

New York, New York 10020

Attn: Brad L. Shiffman, Esq.

Email: brad.shiffman@blankrome.com

Any party to this Agreement may change

such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose.

10.          Persons

Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their

respective successors and assigns and the controlling persons, officers and directors referred to in Section 5. Nothing in this Agreement

is intended or shall be construed to give to any other person, firm or corporation any legal or equitable remedy or claim under or in

respect of this Agreement or any provision herein contained. The term “successors and assigns” as herein used shall not include

any purchaser, as such purchaser, of any of the Shares from the Agent.

11.           Absence

of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Agent has been retained solely to act as an

sales agent and/or principal in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between

the Company and the Agent has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether

the Agent has advised or are advising the Company on other matters; (b) the price and other terms of the Shares set forth in this

Agreement were established by the Company following discussions and arms-length negotiations with the Agent and the Company is capable

of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement;

(c) it has been advised that the Agent and its affiliates are engaged in a broad range of transactions which may involve interests

that differ from those of the Company and that the Agent has no obligation to disclose such interest and transactions to the Company by

virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Agent is acting, in respect of the transactions

contemplated by this Agreement, solely for the benefit of the Agent, and not on behalf of the Company; and (e) it waives to the fullest

extent permitted by law, any claims it may have against the Agent for breach of fiduciary duty or alleged breach of fiduciary duty in

respect of any of the transactions contemplated by this Agreement and agrees that the Agent shall have no liability (whether direct or

indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees

or creditors of the Company.

12.           Governing

Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, including Section 5-1401

of the General Obligations Law of the State of New York, but otherwise without regard to conflict of laws rules that would apply

the laws of any other jurisdiction.

13.           Counterparts.

This Agreement may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall

each be deemed to be an original and all such counterparts shall together constitute one and the same instrument.

14.           Adjustments

for Stock Splits. The parties acknowledge and agree that all share-related numbers contained in this Agreement shall be adjusted

to take into account any stock split, stock dividend or similar event effected with respect to the Shares.

15.           Entire

Agreement; Amendment; Severability; Headings. This Agreement (including all schedules and exhibits attached hereto and transaction

notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings,

both written and oral, among the parties hereto with regard to the subject matter hereof. Neither this Agreement nor any term hereof may

be amended except pursuant to a written instrument executed by the Company and the Agent. In the event that any one or more of the provisions

contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent

jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable,

and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision

was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof

shall be in accordance with the intent of the parties as reflected in this Agreement. The section headings used in this Agreement are

for convenience only and shall not affect the construction hereof.

16.          Waiver

of Jury Trial. Each of the Company and the Agent hereby waives any right it may have to a trial by jury in respect of any claim

based upon or arising out of this Agreement or the transactions contemplated hereby.

[Signature Page Follows]

If the foregoing is in accordance with your understanding

of our agreement, please sign and return to the Company the enclosed duplicate of this Agreement, whereupon this letter and your acceptance

shall represent a binding agreement between the Company and the Agent in accordance with its terms.

Very truly yours,

XCEL BRANDS, INC.

/s/ James Haran

Name:

James Haran

Title:

CFO

Confirmed as of the date first

above mentioned.

MAXIM GROUP LLC

/s/ Larry Glassberg

Name:

Larry Glassberg

Title:

Co-Head of Investment Banking

Schedule A

Permitted Free Writing Prospectus

None.

Schedule A-1

Schedule B

Individuals Permitted to Authorize Sales of Shares

· Seth Burroughs

o SBurroughs@xcelbrands.com

· Robert D'Loren

o rdloren@xcelbrands.com

· James Haran

o JHaran@xcelbrands.com

Schedule B-1

Schedule C

Form of Transaction Notice

From:

Xcel Brands,Inc.

To:

Maxim Group LLC

Subject:

Transaction Notice

Date:

[·], 202__

Ladies and Gentlemen:

Pursuant to the terms and

subject to the conditions contained in the Sales Agreement between Xcel Brands, Inc. (the “Company”), and

Maxim Group LLC (“Agent”), dated [ ], 2026, the Company hereby requests that the Agent sell up to [·] of

the Company’s common stock, par value $0.0001 per share, at a minimum market price of $[•] per share, during the time period

beginning [month, day, time] and ending [month, day, time].

Schedule C-1

Schedule D

Individual to Which Notice Can Be Given

Maxim Group LLC

· Bill Vitale

o bvitale@maximgrp.com

· Robert Sayegh

o rsayegh@maximgrp.com

Schedule D-1

EX-5.1 — EXHIBIT 5.1

EX-5.1

Filename: tm2623598d1_ex5-1.htm · Sequence: 3

Exhibit 5.1

1271 Avenue of the Americas | New York,

NY 10020

Phone:

(212) 885-5000

Facsimile:

(212) 885-5001

August 18,

2026

The Board of Directors

Xcel Brands, Inc.

550 Seventh Avenue, 11th Floor

New York, New York 10018

Re: Xcel

Brands, Inc.

Ladies and Gentlemen:

have acted as counsel to Xcel Brands, Inc., a Delaware corporation (the “Company”), in connection with the

offering by the Company of up to $10,000,000 of shares (the “Shares”) of its common stock, par value $0.001 per

share (the “Common Stock”), pursuant to the Company’s Registration Statement on Form S-3 (No. 333-276698)

(the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”)

under the Securities Act of 1933, as amended (the “Act”), the prospectus included in the Registration Statement

(the “Base Prospectus”), and the prospectus supplement dated August 18, 2026 filed with the Commission pursuant

to Rule 424(b)(5) promulgated under the Act supplementing the Base Prospectus (together with the Base Prospectus, the “Prospectus”).

The Shares are to be sold (if any) by the Company under that certain At The Market Offering in accordance in accordance with the Equity

Distribution Agreement dated August 18, 2026, by and between the Company and Maxim Group LLC (the “Sales Agreement”),

as described in the Prospectus.

rendering the opinions set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction,

of (i) the Registration Statement; (ii) the Prospectus; (iii) the Sales Agreement; (iv) resolutions adopted by the

Board of Directors of the Company (the “Board”); (v) the Company’s Amended and Restated Certificate

of Incorporation, as amended (the “Certificate of Incorporation”); (vi) the Company’s Third Restated

and Amended Bylaws; and (vii) such other corporate records, agreements, certificates, including, but not limited to, certificates

or comparable documents of public officials and of officers and representatives of the Company, statutes and other instruments and documents

as we considered relevant and necessary as a basis for the opinions hereinafter expressed.

rendering this opinion, we have assumed, without inquiry, (i) the authenticity of all documents submitted to us as originals; (ii) the

conformity to the original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and

the authenticity of the originals of such copies; (iii) the legal capacity of all natural persons and the genuineness of all signatures

on the Registration Statement and all documents submitted to us; and (iv) that the books and records of the Company are maintained

in accordance with proper corporate procedures.

RE: Xcel Brands, Inc.

August 18, 2026

Page 2

connection with the issuance and sale of the shares, we have assumed (i) that each sale of Shares will be duly authorized by the

Board, a duly authorized committee thereof or a person or body pursuant to an authorization granted in accordance with Section 152

of the Delaware General Corporation Law (“DGCL”); (ii) that the price at which the Shares are sold will equal or exceed

the par value of the Common Stock; and (iii) at the time of issuance of any Shares, there shall be a sufficient number of duly authorized

and unissued shares of Common Stock to accommodate the issuance of the Shares. We express no opinion to the extent that future issuances

of securities of the Company, anti-dilution adjustments to outstanding securities of the Company and/or other matters cause the number

of shares of the Common Stock available for issuance under the Sales Agreement to exceed the number of shares of the Common Stock available

for issuance by the Company.

making our examination of executed documents or documents to be executed, we have assumed that the parties thereto had or will have the

power, corporate or other, to enter into and perform all obligations thereunder and we have also assumed the due authorization by all

requisite action, corporate or other, and execution and delivery by such parties of such documents and (except to the extent we have

opined on such matters below) the validity and binding effect on such parties.

to any facts material to the opinions expressed herein that we have not independently established or verified, we have relied upon, and

assumed the accuracy of, statements and representations of officers and other representatives of the Company and others. We express no

opinion to the extent that future issuances of securities of the Company, anti-dilution adjustments to outstanding securities of the

Company and/or other matters cause the number of shares of the Common Stock available for issuance under the Sales Agreement to exceed

the number of shares of the Common Stock available for issuance by the Company.

Our

opinion herein is expressed solely with respect to the DGCL. Our opinion is based on these laws as in effect on the date hereof. We express

no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance

as to compliance with any federal or state securities law, rule or regulation.

Based

on the foregoing, and subject to the qualifications, exceptions and assumptions stated herein, we are of the opinion that when the Shares

have been issued and paid for in accordance with the terms and conditions of the Sales Agreement and as provided in the Registration

Statement and the Prospectus, the Shares will be validly issued, fully paid and nonassessable.

RE: Xcel Brands, Inc.

August 18, 2026

Page 3

hereby consent to the reference to our firm under the caption “Legal Matters” in the Prospectus and to the filing of this

opinion as an exhibit in the Current Report on Form 8-K to be filed with the Commission for incorporation by reference into the

Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required

under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.

This

opinion is strictly limited to the matters stated herein and no other or more extensive opinion is intended, implied or to be inferred

beyond the matters expressly stated herein. This opinion letter is not a guaranty nor may one be inferred or implied. This opinion speaks

only as to law and facts in effect or existing as of the date hereof, and we have no obligation or responsibility to update or supplement

this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter

occur.

Very truly yours,

/s/BLANK ROME LLP

BLANK ROME LLP

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