Form 8-K

8-K — CYABRA, INC.

Accession: 0001213900-26-077124

Filed: 2026-07-10

Period: 2026-07-09

CIK: 0002032341

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0297600-8k_cyabra.htm (Primary)

EX-3.1 — CERTIFICATE OF AMENDMENT TO CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK (ea029760001ex3-1.htm)

EX-3.2 — CERTIFICATE OF AMENDMENT TO CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B CONVERTIBLE PREFERRED STOCK (ea029760001ex3-2.htm)

EX-4.1 — FORM OF PRE-FUNDED WARRANT (ea029760001ex4-1.htm)

EX-4.2 — FORM OF SERIES A COMMON WARRANT (ea029760001ex4-2.htm)

EX-4.3 — FORM OF SERIES B COMMON WARRANT (ea029760001ex4-3.htm)

EX-10.1 — FORM OF SECURITIES PURCHASE AGREEMENT (ea029760001ex10-1.htm)

EX-10.2 — PLACEMENT AGENT AGREEMENT, DATED JULY 9, 2026, BY AND BETWEEN CYABRA, INC. AND A.G.P./ALLIANCE GLOBAL PARTNERS (ea029760001ex10-2.htm)

EX-10.3 — FORM OF CONVERSION AGREEMENT (ea029760001ex10-3.htm)

EX-10.4 — EXCHANGE AGREEMENT, DATED JULY 9, 2026, BY AND BETWEEN CYABRA, INC. AND ALPHA CAPITAL ANSTALT (ea029760001ex10-4.htm)

EX-99.1 — PRESS RELEASE DATED JULY 9, 2026 (ea029760001ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

July 9, 2026

CYABRA, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-43214

99-4210757

(State or other jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification Number)

13 Gershon Shatz

Tel Aviv Israel

6997543

(Address of registrant’s principal executive office)

(Zip code)

+972-54-768-8642

(Registrant’s telephone number, including

area code)

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

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

Instruction A.2. below):

☐

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

☐

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

☐

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

☐

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

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.0001 per share

CYAB

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

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

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

Emerging growth company ☒

If an emerging growth company, indicate by check

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

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

Item 1.01 Entry into a Material Definitive Agreement.

On July 9, 2026, Cyabra, Inc. (the “Company”)

entered into securities purchase agreements (each, a “Purchase Agreement”) with accredited investors relating to an offering

(the “Offering”) and the sale of an aggregate of 1,175,090 shares (the “Shares”) of common stock, par value $0.0001

per share, pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 12,643,680 shares of common stock (the “Pre-Funded

Warrant Shares”), at a purchase price of $0.435 per Share and $0.4349 per Pre-Funded Warrant, Series A warrants (the “Series

A Common Warrants”) to purchase up to 13,818,770 shares of common stock (the “Series A Common Warrant Shares”), at an

exercise price of $0.50 and Series B warrants (the “Series B Common Warrants”) to purchase up to 13,818,770 shares of common

stock (the “Series B Common Warrant Shares”), at an exercise price of $0.45. The Offering closed on July 10, 2026. The gross

proceeds from the Offering, before deducting the placement agent fees and offering expenses, were approximately $6 million. The Company

intends to use the net proceeds received from the Offering for working capital and other general corporate purposes.

The Pre-Funded Warrants are exercisable immediately

upon issuance and remain exercisable until exercised in full. The Series A Common Warrants will be initially exercisable on the date stockholder

approval (the “Stockholder Approval”) is obtained and will expire five years from the initial exercise date. The Series B

Common Warrants will be initially exercisable on the date the Stockholder Approval is obtained and will expire twelve months from the

initial exercise date.

The Purchase Agreements contain representations and

warranties that the parties made to the others in the context of all of the terms and conditions of that agreement and in the context

of the specific relationship between the parties. In addition, pursuant to the terms of the Purchase Agreements, the Company has agreed

that for a period of sixty (60) days from the Stockholder Approval date, it will not: (i) issue, enter into any agreement to issue or

announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents (as defined in the Purchase Agreement)

or (ii) file any registration statement or amendment or supplement thereto, other than the Registration Statement (as defined below),

filing a registration statement on Form S-8 in connection with any employee benefit plan, or file or cause to be filed any registration

statement with the U.S. Exchange and Securities Commission relating to the offering of any shares of capital stock of the Company or any

securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than the filing of a registration

statement on Form S-8, the Registration Statement and any amendment to any registration statement that has been filed as of the date hereof);

or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of

ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled

by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. In addition, the Company agreed

that it will not conduct any sales of any shares of Common Stock or Common Stock Equivalents (as defined in the Purchase Agreement) or

any of its subsidiaries of Common Stock or Common Stock Equivalents (or a combination of units thereof) involving a Variable Rate Transaction

(as defined in the Purchase Agreement) for a period of six (6) months following the Stockholder Approval date, subject to certain

exceptions as described in the Purchase Agreement.

The Company has also agreed to file a registration

statement (the “Registration Statement”) to register the Shares, the Pre-Funded Warrant Shares, the Series A Common Warrant

Shares and Series B Common Warrant Shares within 15 trading days following the date of the Purchase Agreement. The provisions of such

Purchase Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the

parties to such agreements and are not intended as documents for investors and the public to obtain factual information about the current

state of affairs of the parties to that agreement. Rather, investors and the public should look to other disclosures contained in the

Company’s filings with the U.S. Securities and Exchange Commission.

On July 9, 2026, the Company entered into a placement

agent agreement (the “Placement Agent Agreement”) with A.G.P./Alliance Global Partners, as exclusive placement agent (the

“Placement Agent”), pursuant to which the Company engaged the Placement Agent as the exclusive placement agent in connection

with the Offering. Pursuant to the Placement Agent Agreement, the Company will pay the Placement Agent a cash fee equal to 7.0% of the

aggregate gross proceeds raised from the sale of the securities sold in the Offering (the “Cash Fee”). The Company shall not

be required to pay the Placement Agent any fees or expenses except for the Cash Fee and the reimbursement of accountable legal fees and

other reasonable and documented out-of-pocket expenses incurred by the Placement Agent in connection with the transaction in the amount

of up to $75,000 and the reimbursement of up to $15,000 for non-accountable expenses. The Placement Agent Agreement also contains representations,

warranties, indemnification and other provisions customary for transactions of this nature.

The securities to be issued in the Offering are

exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) of

Regulation D promulgated thereunder. The securities have not been registered under the Securities Act and may not be resold in the United

States absent registration or an exemption from registration. This Current Report on Form 8-K shall not constitute an offer to sell or

the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer,

solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The foregoing description of the Pre-Funded Warrant,

Series A Common Warrant, Series B Common Warrant, the Purchase Agreement and the Placement Agent Agreement are qualified by reference

to the full text of these documents, copies of which are filed as Exhibits 4.1, 4.2, 4.3, 10.1 and 10.2, respectively, to this Current

Report on Form 8-K.

Item 3.02 Unregistered Sales of Equity Securities.

The response to this

item is included in Item 1.01, Entry into a Material Definitive Agreement, and is incorporated herein in its entirety.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 9, 2026, the

Company entered into an exchange agreement (the “Exchange Agreement”) with Alpha Capital Anstalt (the “Holder”)

that holds the outstanding Series C Convertible Preferred Stock (“Series A Preferred Shares ”), pursuant to which the Holder

agreed to exchange at the Exchange Closing (as defined in the Exchange Agreement) an amount of Series C Preferred Shares with an aggregate value

of $10,660,000 (the “Preferred Shares Value”), and the Company agreed to issue to the Holder, in the exchange therefor: (i)

the number of shares of Common Stock; (ii) if applicable, the Pre-Funded Warrants; and (iii) the Series A Common Warrants and the Series

B Common Warrants (including the Series A Common Warrant Shares and the Series B Common Warrant Shares) as if the Holder had invested

additional cash equal to the Preferred Shares Value in the Offering. Effective upon the Exchange Closing, the Exchange Preferred Shares

(as defined in the Exchange Agreement) shall automatically be cancelled, retired and restored to the status of authorized but unissued

shares of the Series C Preferred Shares. The Exchange Closing is subject to Stockholder Approval.

On July 9, 2026, the

Company entered into a conversion agreement (the “Conversion Agreement”) with the holders (the “Holders”) of an

aggregate of 35,648,276 of Series A Preferred Shares and Series B Convertible Preferred Stock (“Series B Preferred Shares”

and together with the Series A Preferred Shares, the “Preferred Shares”), pursuant to which the Holders agreed that upon the

Conversion Closing (as defined in the Conversion Agreement), all of the outstanding Preferred Shares (the "Committed Preferred Shares")

shall be deemed to have been converted (the “Conversion”) into shares of Common Stock (or pre-funded warrants in lieu thereof).

Pursuant to the Conversion Agreement, the Company and the Holders agreed to amend the terms of the Certificates of Designation governing

the Preferred Shares to reduce the conversion price of each class of Preferred Shares to $0.435 per share. The Conversion is subject to

Stockholder Approval.

The foregoing description of the Amendment to

the Certificate of Designation of Preferences, Rights and Limitations of the Series A Convertible Preferred Stock, the Certificate of

Designation of Preferences, Rights and Limitations of the Series B Convertible Preferred Stock, the Conversion Agreement and the Exchange

Agreement are qualified by reference to the full text of these documents, copies of which are filed as Exhibits 3.1, 3.2, 10.3 and 10.4,

respectively, to this Current Report on Form 8-K.

Item 8.01 Other Events.

On July 9, 2026, the

Company issued a press release relating to the announcement of the Offering. A copy of the press release is filed as Exhibit 99.1 to this

Current Report on Form 8-K and is incorporated herein by reference.

Forward-Looking Statements

Certain information contained in this report consists

of forward-looking statements for purposes of the federal securities law that involve risks, uncertainties and assumptions that are difficult

to predict. Words such as “will,” “would,” “may,” “intends,” “potential,”

and similar expressions, or the use of future tense, identify forward-looking statements, but their absence does not mean that a statement

is not forward-looking. Such forward-looking statements are not guarantees of performance and actual actions or events could differ materially

from those contained in such statements. For example, the Company is using forward-looking statements when it discusses issuance of securities

subject to Stockholder Approval. For additional information about factors that could cause actual results to differ materially from those

described in the forward-looking statements, please refer to the Company’s filings with the SEC. The forward-looking statements

contained in this report speak only as of the date of this report and the Company undertakes no obligation to publicly update any forward-looking

statements to reflect changes in information, events or circumstances after the date of this report, unless required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

3.1

Certificate of Amendment to Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock

3.2

Certificate of Amendment to Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock

4.1

Form of Pre-Funded Warrant

4.2

Form of Series A Common Warrant

4.3

Form of Series B Common Warrant

10.1

Form of Securities Purchase Agreement

10.2

Placement Agent Agreement, dated July 9, 2026, by and between Cyabra, Inc. and A.G.P./Alliance Global Partners

10.3

Form of Conversion Agreement

10.4

Exchange Agreement, dated July 9, 2026, by and between Cyabra, Inc. and Alpha Capital Anstalt

99.1

Press release dated July 9, 2026

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

Dated: July 10, 2026

CYABRA, INC.

By:

/s/ Dan Brahmy

Name:

Dan Brahmy

Title:

Chief Executive Officer

EX-3.1 — CERTIFICATE OF AMENDMENT TO CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK

EX-3.1

Filename: ea029760001ex3-1.htm · Sequence: 2

Exhibit 3.1

CYABRA, INC.

CERTIFICATE OF AMENDMENT TO

CERTIFICATE OF DESIGNATION OF PREFERENCES,

RIGHTS AND LIMITATIONS

SERIES A CONVERTIBLE PREFERRED STOCK

PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL

CORPORATION LAW

Cyabra, Inc., a Delaware corporation (the “Corporation”),

does hereby certify that:

1. The Corporation filed the Certificate of Designation of Preferences,

Rights and Limitations of Series A Convertible Preferred Stock with the Secretary of State of the State of Delaware on March 26, 2026,

as corrected by that certain Certificate of Correction of Certificate of Designation of Preferences, Rights and Limitations of Series

A Convertible Preferred Stock of the Corporation filed with the Secretary of State of the State of Delaware on March 27, 2026 (collectively,

the “Series A Certificate of Designation”).

2. Pursuant to the authority granted to and vested in the Board

of Directors of the Corporation by the provisions of the certificate of incorporation of the Corporation and the Delaware General Corporation

Law, the Board of Directors duly adopted resolutions approving this Certificate of Amendment to the Series A Certificate of Designation.

3. In accordance with Section 4 of the Series A Certificate of Designation

and the Delaware General Corporation Law, the holders of the requisite number of outstanding shares of Series A Convertible Preferred

Stock of the Corporation duly approved this Certificate of Amendment to the Series A Certificate of Designation.

4. The Series A Certificate of Designation is hereby amended as

follows:

FIRST: Section 6(b)

of the Series A Certificate of Designation is hereby amended and restated in its entirety as follows:

“b) Conversion Price. The conversion price

for the Preferred Stock shall equal $0.435, subject to adjustment herein (the “Conversion Price”).”

Except as expressly amended

hereby, all other provisions of the Series A Certificate of Designation shall remain unchanged and in full force and effect.

* * * * *

IN WITNESS WHEREOF,

the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer on this [__] day of [__], 2026.

CYABRA, INC.

By:

Name:

Title:

EX-3.2 — CERTIFICATE OF AMENDMENT TO CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B CONVERTIBLE PREFERRED STOCK

EX-3.2

Filename: ea029760001ex3-2.htm · Sequence: 3

Exhibit 3.2

CYABRA, INC.

CERTIFICATE OF AMENDMENT TO

CERTIFICATE OF DESIGNATION OF PREFERENCES,

RIGHTS AND LIMITATIONS

SERIES B CONVERTIBLE PREFERRED STOCK

PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL

CORPORATION LAW

Cyabra, Inc., a Delaware corporation (the “Corporation”),

does hereby certify that:

1. The Corporation filed the Certificate of Designation of Preferences, Rights and Limitations of Series

B Convertible Preferred Stock with the Secretary of State of the State of Delaware on March 26, 2026, as corrected by that certain Certificate

of Correction of Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock of the Corporation

filed with the Secretary of State of the State of Delaware on March 27, 2026 (collectively, the “Series B Certificate of Designation”).

2. Pursuant to the authority granted to and vested in the Board of Directors of the Corporation by the provisions

of the certificate of incorporation of the Corporation and the Delaware General Corporation Law, the Board of Directors duly adopted resolutions

approving this Certificate of Amendment to the Series B Certificate of Designation.

3. In accordance with Section 4 of the Series B Certificate of Designation and the Delaware General Corporation

Law, the holders of the requisite number of outstanding shares of Series B Convertible Preferred Stock of the Corporation duly approved

this Certificate of Amendment to the Series B Certificate of Designation.

4. The Series B Certificate of Designation is hereby amended as follows:

FIRST: Section 6(b)

of the Series B Certificate of Designation is hereby amended and restated in its entirety as follows:

“b) Conversion Price. The conversion price

for the Preferred Stock shall equal $0.435, subject to adjustment herein (the “Conversion Price”).”

Except as expressly amended

hereby, all other provisions of the Series B Certificate of Designation shall remain unchanged and in full force and effect.

* * * * *

IN WITNESS WHEREOF,

the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer on this [__] day of [__], 2026.

CYABRA, INC.

By:

Name:

Title:

EX-4.1 — FORM OF PRE-FUNDED WARRANT

EX-4.1

Filename: ea029760001ex4-1.htm · Sequence: 4

Exhibit 4.1

NEITHER THIS SECURITY NOR THE SECURITIES FOR

WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY

STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),

AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT

TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE

WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION

WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED

INVESTOR” AS DEFINED IN RULE 501(A) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

PRE-FUNDED COMMON STOCK PURCHASE WARRANT

CYABRA, INC.

Warrant Shares: [●]

Date of Issuance: [●], 2026

THIS PRE-FUNDED COMMON SHARE

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

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

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

to subscribe for and purchase from Cyabra, Inc., a Delaware corporation (the “Company”), up to ______ shares of

common stock, par value $0.0001 per share, of the Company (the “Common Stock”) (as subject to adjustment hereunder,

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

Price, as defined in Section 2(b).

Section 1. Definitions.

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

(the “Purchase Agreement”), dated [●], 2026, among the Company and the purchasers signatory thereto.

Section 2. Exercise.

a) Exercise

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

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

submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of

Exercise”). Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard

Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the

aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s

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

applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other

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

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

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

Company for cancellation as soon as reasonably practicable after the date on which the final Notice of Exercise is delivered to the

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

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

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

Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise on the Trading

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

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

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

Exercise Price. The aggregate exercise price of this Warrant, except for a nominal exercise price of $0.0001 per Warrant

Share, was pre-funded to the Company on or prior to the Initial Exercise Date and, consequently, no additional consideration (other than

the nominal exercise price of $0.0001 per Warrant Share) shall be required to be paid by the Holder to the Company to effect any exercise

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

price under any circumstance or for any reason. The remaining unpaid exercise price per shares of Common Stock under this Warrant shall

be $0.0001, subject to adjustment hereunder (the “Exercise Price”).

Cashless Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus

contained therein is not available for the issuance of the Warrant Shares to the Holder, then this Warrant may also be exercised, in whole

or in part, by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares

equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A) = as applicable: (i) the VWAP on the Trading Day immediately

preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section

2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior

to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation NMS promulgated under the federal securities

laws) on such Trading Day, (ii) at the option of the Holder, either (x) the VWAP on the Trading Day immediately preceding the date of

the applicable Notice of Exercise or (y) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P.

(“Bloomberg”) as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of

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

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

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

Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such

Trading Day;

(B) = the Exercise Price, as adjusted hereunder; and

(X) = the number of Warrant Shares that would be issuable upon exercise

of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless

exercise.

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

Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised. The Company

agrees not to take any position contrary to this Section 2(c).

“Bid Price”

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

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

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

time) to 4:02 p.m. (New York City time)), (b) if the Common Stock is not then listed or quoted on a Trading Market and if the Common

Stock is listed or quoted for trading on OTCQB Venture Market (“OTCQB”) or the OTCQX Best Market (“OTCQX”),

the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c)

if the Common Stock is not then listed or quoted for trading on a Trading Market, in OTCQB or OTCQX and if prices for the Common Stock

are then reported on The Pink Open Market (“Pink Market”) operated by the OTC Markets, Inc. (or a similar organization

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

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

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

of which shall be paid by the Company.

“VWAP”

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

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

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

(New York City time) to 4:02 p.m. (New York City time)), (b) if the Common Stock is not then listed or quoted on a Trading Market

and if the Common Stock is then listed or quoted on the OTCQB or the OTCQX, the volume weighted average price of the Common Stock for

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

on a Trading Market, in OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Market operated by the OTC Markets,

Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the

Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent

appraiser selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to

the Company, the fees and expenses of which shall be paid by the Company.

Mechanics of Exercise.

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

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

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

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

of the Warrant Shares by the Holder or (B) Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations

pursuant to Rule 144 (assuming cashless exercise of the Warrants), and otherwise by physical delivery of a certificate or by electronic

delivery through books and records maintained by the Company’s transfer agent (at the election of the Holder), registered in the

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

pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earlier of (i) one

(1) Trading Day after the delivery to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising the Standard

Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”).

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

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

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

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

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

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

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

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

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

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

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

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

Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City

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

agrees to deliver, or cause to be delivered, the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial

Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of

the aggregate Exercise Price (other than in the case of a cashless exercise) is received by such Warrant Share Delivery Date.

ii.

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

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

Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall

in all other respects be identical with this Warrant.

iii.

Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant

to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

iv. Compensation

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

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

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

required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise

purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder

anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the

amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of

Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was

required to deliver, but did not timely deliver, to the Holder in connection with the exercise at issue times (2) the price at which

the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the

portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored and return any amount

received by the Company in respect of the Exercise Price for those Warrant Shares (in which case such exercise shall be deemed

rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied

with its exercise and delivery obligations hereunder. For example, if the Holder purchases shares of Common Stock having a total

purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of Warrants for shares of Common Stock with an

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

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

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

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

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

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

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

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

of Warrant Shares to be issued shall be rounded down to the nearest whole number and Company shall pay a cash adjustment in respect of

such final fraction in an amount equal to such fraction multiplied by the Exercise Price.

vi.

Charges, Taxes and Expenses. Issuance and delivery of Warrant Shares shall be made without charge to the Holder for any

issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall

be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed

by the Holder; provided, however, that,

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

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

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

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

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

vii.

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

of this Warrant, pursuant to the terms hereof.

e) Holder’s

Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to

exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance

after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, any other

Persons acting as a group together with the Holder or any of the Holder’s Affiliates, and any other Persons whose beneficial

ownership of the shares of Common Stock would or could be aggregated with the Holder’s for the purposes of Section 13(d) of

the Exchange Act (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial

Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock

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

issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of

shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially

owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or

nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents)

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

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

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

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

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

in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this

Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties)

and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of

Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other

securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is

exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or

confirm the accuracy of such determination (other than to the extent that the information on the number of outstanding shares of

Common Stock is provided by the Company, either directly or through one or more public filings relied upon by the Holder). In

addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the

Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number of

outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the

Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public

announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of

shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one Trading Day

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

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

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

outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the

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

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

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

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

Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership

Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this

paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to

correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership

Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The

limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Section 3. Certain

Adjustments.

a) Stock

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

makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in

shares of Common Stock (which, for avoidance of doubt, shall not include any Warrant Shares issued by the Company upon exercise of

this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way

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

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

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

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

after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the

aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become

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

and shall become effective immediately after the effective date in the case of a subdivision, combination or

re-classification.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants,

issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record

holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire,

upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had

held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise

hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for

the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares

of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that, to the

extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership

Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such

shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance

for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

c) Pro

Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other

distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or

otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a

dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a

“Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be

entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had

held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on

exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is

taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are

to be determined for the participation in such Distribution (provided, however, that, to the extent that the Holder's

right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the

Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of

Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the

benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial

Ownership Limitation).

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

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

any Subsidiary, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all

or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, in one or a series of related transactions,

(iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed

pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property

and has been accepted by the holders of greater than 50% of the voting power of the outstanding common equity of the Company, (iv) the

Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization

of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for

other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock

or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off,

merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires greater than 50%

of the voting power of the outstanding common and preferred stock of the Company (each a “Fundamental Transaction”),

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

been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, (without regard to any limitation

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

the Company, if it is the surviving corporation, receivable as a result of such Fundamental Transaction by a holder of the number of

shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any

limitation in Section 2(e) on the exercise of this Warrant). If holders of Common Stock are given any choice as to the securities, cash

or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice it receives upon any exercise

of this Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction,

the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with,

or within thirty (30) days after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement

of the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to

the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the date of the consummation of such

Fundamental Transaction; provided, however, that, if the Fundamental Transaction is not within the Company's control, including

not approved by the Company's Board of Directors, the Holder shall only be entitled to receive from the Company or any Successor Entity,

as of the date of the consummation of such Fundamental Transaction, the same type or form of consideration (and in the same proportion),

valued at the Black Scholes Value of the unexercised portion of this Warrant, that is being offered and paid to the holders of Common

Stock of the Company in connection with the Fundamental Transaction, whether that consideration be in the form of cash, stock or any

combination thereof, or whether the holders of Common Stock are given the choice to receive from among alternative forms of consideration

in connection with the Fundamental Transaction; provided, further, that if holders of Common Stock of the Company are not

offered or paid any consideration in such Fundamental Transaction, such holders of Common Stock will be deemed to have received common

stock of the Successor Entity (which Successor Entity may be the Company following such Fundamental Transaction) in such Fundamental

Transaction. “Black Scholes Value” means the value of this Warrant based on the Black-Scholes Option Pricing Model

obtained from the “OV” function on Bloomberg determined as of the day of consummation of the applicable Fundamental Transaction

for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time

between the date of the public announcement of the applicable contemplated Fundamental Transaction and the Termination Date, (B) an expected

volatility equal to the volatility for the remaining exercised period as obtained from the HVT function on Bloomberg (determined utilizing

a 252-day annualization factor) as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction,

(C) the underlying price per share used in such calculation shall be the sum of the price per share being offered in cash, if any, plus

the value of any non-cash consideration, if any, being offered in such Fundamental Transaction, (D) a remaining option time equal to

the time between the date of the public announcement of the applicable contemplated Fundamental Transaction and the Termination Date,

and (E) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds (or

such other consideration) within the later of (i) five Business Days of the Holder’s election and (ii) the date of consummation

of the Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company

is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this

Warrant and the other Transaction Documents in accordance with the provisions of this Section 3(d) pursuant to written agreements in

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share,

as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given

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

Notice to Holder.

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

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

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

ii. Notice

to Allow Exercise by Holder. If, while the Warrant is outstanding, (A) the Company shall declare a dividend (or any other

distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a

redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants

to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the

Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the

Company (or any of its Subsidiaries) is a party, any sale or transfer of all or substantially all of its assets, or any compulsory

share exchange whereby the Common Stock is converted into other securities, cash or property, or any Fundamental Transaction, or (E)

the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then,

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

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

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

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

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

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

expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities,

cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided

that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the

corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or

contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file

such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant

during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may

otherwise be expressly set forth herein.

iii.

Voluntary Adjustment By Company. Subject to the rules and regulations of the Trading Market, the Company may at any time

during the term of this Warrant reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by

the board of directors of the Company.

Section 4. Transfer

of Warrant.

a) Transferability.

Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions

of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration

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

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

Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such

surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the

assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall

issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be

cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to

the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the

Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this

Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of

Warrant Shares without having a new Warrant issued.

New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office

of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by

the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division

or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided

or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of

this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose

(the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat

the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder,

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

d) Transfer

Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this

Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable

state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information

requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of

this Warrant, as the case may be, agree in writing to be bound, with respect to the transferred Warrant, by the provisions of the Purchase

Agreement.

e) Representation

by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise

hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or

reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant

to sales registered or exempted under the Securities Act.

Section 5. Miscellaneous.

No Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights,

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

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

to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i)

and Section 2(d)(iv) herein, in no event shall the Company be required to net cash settle an exercise of this Warrant.

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

satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares,

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

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

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

or stock certificate.

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

required or granted herein shall not be a Trading Day, then such action may be taken or such right may be exercised on the next succeeding

Trading Day.

Authorized Shares.

The Company covenants

that, during the period that the Warrant is outstanding, it will reserve and keep available from its authorized and unissued Common Stock

a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.

The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the

duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such

reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable

law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that

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

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

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

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

Except and to

the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its

certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of

securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,

but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be

necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the

generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor

upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in

order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant

and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory

body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.

Before taking any

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

the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory

body or bodies having jurisdiction thereof.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall

be determined in accordance with the provisions of the Purchase Agreement.

Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered,

and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of the

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

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

or the Purchase Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in

any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses

including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting

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

Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company

shall be delivered in accordance with the notice provisions of the Purchase Agreement.

Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant

to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the

Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company

or by creditors of the Company.

Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages,

will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate

compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to

assert the defense in any action for specific performance that a remedy at law would be adequate.

Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby

shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted

assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and

shall be enforceable by the Holder or holder of Warrant Shares.

Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company

and the Holder (or the beneficial owner of this Warrant).

Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and

valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision

shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining

provisions of this Warrant.

Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be

deemed a part of this Warrant.

********************

(Signature Page Follows)

IN WITNESS WHEREOF, the Company

has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

CYABRA, INC.

By:

Name:

Title:

NOTICE OF EXERCISE

To:

CYABRA, INC.

(1)

The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant

(only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes,

if any.

(2)

Payment shall take the form of (check applicable box):

☐ in lawful money

of the United States; or

☐ the cancellation

of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant

with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

(3)

Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

The Warrant Shares shall be delivered to the following

DWAC Account Number:

_______________________________

[SIGNATURE

OF HOLDER]

Name of Investing Entity: _________________________________________________________________________

Signature of Authorized Signatory of Investing

Entity: _________________________________________________

Name of Authorized Signatory: ___________________________________________________________________

Title of Authorized Signatory: ____________________________________________________________________

Date: ________________________________________________________________________________________

EXHIBIT B

ASSIGNMENT FORM

(To assign the foregoing

Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing

Warrant and all rights evidenced thereby are hereby assigned to

Name:

(Please Print)

Address:

(Please Print)

Phone Number:

Email Address:

Dated: _______________ __, ______

Holder’s Signature:

Holder’s Address:

EX-4.2 — FORM OF SERIES A COMMON WARRANT

EX-4.2

Filename: ea029760001ex4-2.htm · Sequence: 5

Exhibit 4.2

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH

THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE

IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND,

ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO

AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE

WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION

WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED

INVESTOR” AS DEFINED IN RULE 501(A) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

SERIES A COMMON STOCK PURCHASE WARRANT

CYABRA, INC.

Warrant Shares: [●]

Issuance Date: [●], 2026

THIS SERIES A COMMON STOCK PURCHASE

WARRANT (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”)

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

or after the Stockholder Approval Date (as defined below) (the “Initial Exercise Date”) and on or prior to 5:00 p.m.

(New York City time) on the date that is the five (5) year anniversary of the Stockholder Approval Date (the “Termination

Date”) but not thereafter, to subscribe for and purchase from Cyabra, Inc., a Delaware corporation (the “Company”),

up to [•] shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) (as subject

to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant

shall be equal to the Exercise Price, as defined in Section 2(b).

Section 1. Definitions.

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

(the “Purchase Agreement”), dated [●], 2026, among the Company and the purchasers signatory thereto.

Section 2. Exercise.

a) Exercise

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

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

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

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

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

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

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

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

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

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

the Holder shall surrender this Warrant to the Company for cancellation as soon as reasonably practicable after the date on which the

final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total

number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder

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

number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise on

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

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

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

b) Exercise

Price. The exercise price per share of Common Stock under this Warrant shall be $0.50, subject to adjustment hereunder (the

“Exercise Price”).

c) Cashless

Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained

therein is not available for the issuance of the Warrant Shares to the Holder, then this Warrant may also be exercised, in whole or in

part, by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal

to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A)

= as applicable: (i) the VWAP on the Trading Day immediately

preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section

2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior

to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation NMS promulgated under the federal securities

laws) on such Trading Day, (ii) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such

Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter

(including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof

or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice

of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on

such Trading Day;

(B) =

the Exercise Price, as adjusted hereunder; and

(X) =

the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such

exercise were by means of a cash exercise rather than a cashless exercise.

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

Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised and the holding period

of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any

position contrary to this Section 2(c).