Form 8-K

8-K — GAXOS.AI INC.

Accession: 0001213900-26-090113

Filed: 2026-08-14

Period: 2026-08-14

CIK: 0001895618

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0302215-8k_gaxos.htm (Primary)

EX-4.1 — FORM OF NEW WARRANT (ea030221501ex4-1.htm)

EX-4.2 — FORM OF PLACEMENT AGENT WARRANT (ea030221501ex4-2.htm)

EX-10.1 — FORM OF INDUCEMENT LETTER (ea030221501ex10-1.htm)

EX-99.1 — PRESS RELEASE DATED AUGUST 14, 2026 (ea030221501ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0302215-8k_gaxos.htm · Sequence: 1

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0001895618

2026-08-14

iso4217:USD

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 14, 2026

GAXOS.AI INC.

(Exact name of registrant as specified in its charter)

Nevada

001-41620

87-3288897

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I. R. S. Employer

Identification No.)

101 Eisenhower Pkwy, Suite 300,

Roseland, NJ 07068

(Address of principal executive offices, including

ZIP code)

(973) 275-7428

(Registrant’s telephone number, including

area code)

Not Applicable

(Former name or former address, if changed since

last report)

Securities registered

pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of exchange on which registered

Common Stock, par value $0.0001

GXAI

The Nasdaq Stock Market LLC

Check the appropriate box below if the Form 8-K

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

☐

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

☐

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

☐

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

☐

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

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 August

14, 2026, Gaxos.ai Inc., a Delaware corporation (the “Company”), entered into an inducement offer letter agreement (the “Inducement

Letter”) with certain holders (the “Holders”) of existing warrants (the “Existing Warrants”) to purchase

shares of common stock of the Company. The Existing Warrants were issued in September 2024 and December 2024 and have exercise prices

ranging from $2.33 to 3.32 per share.

Pursuant

to the Inducement Letter, the Holders agreed to exercise for cash its Existing Warrants to purchase an aggregate of 3,007,654 shares of

the Company’s common stock at a reduced exercise price of $1.20 per share in consideration for the Company’s issuance of new

common stock purchase warrants (the “New Warrants”), as described below, to purchase an aggregate of up to 6,015,308 shares

of the Company’s common stock (the “New Warrant Shares”) at an exercise price of $0.95 per share. The New Warrants to

purchase up to 6,015,308 shares of common stock have a term of three years from the issuance date.

The Company

engaged H.C. Wainwright & Co., LLC (the “Placement Agent”) to act as its exclusive placement agent in connection with

the transactions summarized above and has agreed to pay the Placement Agent a cash fee equal to 7.0% of the gross proceeds received from

the Holders’ exercise of its Existing Warrants, as well as a management fee equal to 1.0% of the gross proceeds from the exercise

of the Existing Warrants.

The Company

has also agreed to pay the Placement Agent $35,000 for non-accountable expenses, $50,000 for accountable expenses and clearing fees in

the amount of $15,950. The Company has also issued to the Placement Agent, or its designees, warrants (the “Placement Agent Warrants”)

to purchase up to 5.0% of the aggregate number of shares of common stock underlying the Existing Warrants (or Placement Agent Warrants

to purchase an aggregate of up to 150,383 shares of common stock), which Placement Agent Warrants have the same terms as the New Warrants

except for an exercise price per share equal to 125% of the exercise price of the Existing Warrants (or $1.50 per share).

The closing

of the transactions contemplated pursuant to the Inducement Letter is expected to occur on August 17, 2026 (the “Closing Date”).

The Company will receive aggregate gross proceeds of approximately $3.6 million from the exercise of the Existing Warrants by the Holder,

before deducting placement agent fees and other offering expenses payable by the Company. The Company expects to use the net proceeds

of these transactions for general corporate and working capital purposes.

The resale

of the shares of the Company’s common stock issuable upon exercise of the Existing Warrants are registered on existing registration

statements on Form S-3 (File No: 333-278513) declared effective by the Securities and Exchange Commission (the “SEC”)

on April 16, 2024 and Form S-1 (File No. 333-284435) declared effective by the SEC on February 14, 2025.

The Company

also agreed to file a registration statement on Form S-3 (or other appropriate form if the Company is not then Form S-3 eligible) covering

the resale of the New Warrant Shares issued or issuable upon the exercise of the New Warrants (the “Resale Registration Statement”),

within 30 days of the Closing Date, and to have such Resale Registration Statement declared effective by the SEC within 60 calendar days

following the filing thereof (or within 90 calendar days following the filing thereof in case of “full review” of such resale

registration statement by the SEC). In the Inducement Letter, the Company agreed not to issue any shares of common stock or common stock

equivalents or to file any other registration statement with the SEC (in each case, subject to certain exceptions) until 30 days after

the Closing Date.

The forms

of Inducement Letter, New Warrant, and Placement Agent Warrant are attached as Exhibits 10.1, 4.1 and 4.2, respectively. The description

of the terms of the Inducement Letter, the New Warrant and the Placement Agent Warrant is not intended to be complete and is qualified

in its entirety by reference to such exhibits. The Inducement Letter contains customary representations, warranties and covenants by the

Company which were made only for the purposes of such agreement and as of specific dates, were solely for the benefit of the parties to

such agreements and may be subject to limitations agreed upon by the contracting parties.

Item

3.02 Unregistered Sales of Equity Securities.

The Company

issued the New Warrants and the Placement Agent Warrants pursuant to the exemption from the registration requirements of the Securities

Act available under Section 4(a)(2). Neither the issuance of the New Warrants, the Placement Agent Warrants nor the New Warrant Shares

or the shares of common stock issuable upon the exercise of the Placement Agent Warrants have been registered under the Securities

Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the

Securities Act and any applicable state securities laws. The description of the New Warrants and the Placement Agent Warrants under Item

1.01 of this Form 8-K is incorporated by reference herein.

Neither

this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy securities

of the Company.

Item

8.01 Other Events.

On August

14, 2026, the Company issued a press release announcing the entry into the Inducement Letter. A copy of the press release is furnished

as Exhibit 99.1 to this Form 8-K.

Item 9.01 Financial

Statements and Exhibits.

(d) Exhibits.

The exhibit listed in

the following Exhibit Index is filed as part of this Current Report on Form 8-K.

Exhibit

No.

Description

of Exhibit

4.1

Form of New Warrant

4.2

Form of Placement Agent Warrant

10.1

Form of Inducement Letter

99.1

Press Release dated August 14, 2026

104

Cover Page Interactive Data File (embedded within the

Inline XBRL document)

SIGNATURES

Pursuant to the requirements

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

duly authorized.

GAXOS.AI INC.

Date: August 14, 2026

By:

/s/ Vadim Mats

Vadim Mats

Chief Executive Officer

EX-4.1 — FORM OF NEW WARRANT

EX-4.1

Filename: ea030221501ex4-1.htm · Sequence: 2

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 OR OTHER LOAN SECURED BY SUCH SECURITIES.

COMMON STOCK PURCHASE WARRANT

Gaxos.ai

Inc.

Warrant Shares: _______

Issue Date:______, 2026

Initial Exercise

Date: _______, 2026

THIS 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 date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date

that is the three (3) year anniversary of the Effective Date, provided that, if such date is not a Trading Day, the date that is the immediately

following Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from Gaxos.ai Inc.,

a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant

Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal

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

Section 1. Definitions.

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

“Affiliate”

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

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

“Board of Directors”

means the board of directors of the Company.

“Business Day”

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

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

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

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

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

are open for use by customers on such day.

“Commission”

means the United States Securities and Exchange Commission.

“Common Stock”

means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which such securities may hereafter

be reclassified or changed.

“Common Stock Equivalents”

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

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

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

“Effective Date”

means the date that the Resale Registration Statement (as defined in the Letter Agreement) has been declared effective by the Commission.

“Exchange Act”

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

“Letter Agreement”

means that certain letter agreement between the initial Holder hereof and the Company, dated as of August ___, 2026, pursuant to which

such initial Holder agreed to exercise one or more warrants to purchase shares of Common Stock and the Company agreed to issue to the

initial Holder this Warrant.

“Person”

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

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

“Rule 144”

means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time,

or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Securities Act”

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

“Subsidiary”

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

or acquired after the date hereof.

“Trading Day”

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

“Trading Market”

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

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

any successors to any of the foregoing).

“Transfer Agent”

means West Coast Stock Transfer, Inc., the current transfer agent of the Company, with a mailing address of 721 N. Vulcan Ave. First Floor,

Encinitas, CA 92024, and any successor transfer agent of the Company.

“Warrants”

means this Warrant and other Common Stock purchase warrants issued by the Company pursuant to the Letter Agreement.

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) two (2) Trading Days 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 following the date on which the final Notice of Exercise is delivered to

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

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

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

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

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

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

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

b) Exercise

Price. The exercise price per share of Common Stock under this Warrant shall be $___, 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 resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in

whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a

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

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

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

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

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

laws) on such Trading Day, or (ii) 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;

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

and

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

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

exercise.

“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 OTCQB Venture Market (the “OTCQB”) or the OTCQX

Best Market (the “OTCQX”) is not a Trading Market, the volume weighted average price of the Common Stock for such date

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

or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market operated by the OTC Markets, Inc. (the “Pink

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

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

independent appraiser selected in good faith by the Holders of a majority in interest of the Securities 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 OTCQB or the OTCQX is not a Trading Market, the volume weighted average

price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not

then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Market, 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 Securities then outstanding

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

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 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).

d) Mechanics

of Exercise.

i. Delivery

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

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

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

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

to or resale of the Warrant Shares by the Holder or (B) the 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, 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 earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1)

Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) 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 by the Warrant Share Delivery Date. 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.

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 to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise

to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and

equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded)

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

exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of

$11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise

to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay

the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of

the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right

to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific

performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon

exercise of the Warrant as required pursuant to the terms hereof.

v. No

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

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

shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction

multiplied by the Exercise Price or round up to the next whole share.

vi. Charges,

Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other

incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company,

and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however,

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

for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as

a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay

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

another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant

Shares.

vii. Closing

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

Warrant, pursuant to the terms hereof.

e) Holder’s

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

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

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

other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons,

“Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined

below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its

Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with

respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable

upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates

or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the

Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise

analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties.

Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in

accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. 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 (1) Trading Day confirm orally and in

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

Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this

Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of

Common Stock was reported. The “Beneficial Ownership Limitation” shall be [4.99%/9.99%] of the number of shares

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

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

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

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

Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not

be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be

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

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

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

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

Section 3. Certain

Adjustments.

a) Stock

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

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

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

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

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

reclassification of shares of 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.

b) Subsequent

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

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

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

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

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

limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on

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

which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights

(provided, however, 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).

d) Fundamental

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

effects any merger or consolidation of the Company with or into another Person, (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 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 outstanding Common

Stock or greater than 50% of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in one or

more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share

exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v)

the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business

combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another

Person or group of Persons whereby such other Person or group acquires greater than 50% of the outstanding shares of Common Stock or

greater than 50% of the voting power of the common equity 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, at the option of the Holder (without

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

corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)

receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is

exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this

Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such

Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental

Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the

relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the

securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate

Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary,

in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option,

exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the

date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder

an amount of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the date

of the consummation of such Fundamental Transaction; provided, however, that, if the Fundamental Transaction is not within the Company’s

control, including not approved by the Company’s Board of Directors, the Holder shall only be entitled to receive from the Company

or any Successor Entity the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised

portion of this Warrant, that is being offered and paid to the holders of Common Stock of the Company in connection with the Fundamental

Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Common Stock

are given the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction; provided,

further, that if holders of Common Stock of the Company are not offered or paid any consideration in such Fundamental Transaction, such

holders of Common Stock will be deemed to have received common stock of the Successor Entity (which 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 100 day volatility as obtained from the HVT function on

Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the public announcement of

the applicable contemplated 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. For the avoidance of doubt, the Holder shall be entitled to the benefits of the provisions of this Section 3(d) regardless

of (i) whether the Company has sufficient authorized shares of Common Stock for the issuance of Warrant Shares and/or (ii) whether a

Fundamental Transaction occurs prior to the Initial Exercise Date.

e) Calculations.

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

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

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

f) Notice

to Holder.

i. Adjustment

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

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

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

ii. Notice

to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the

Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the

Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares

of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection

with any reclassification of the Common Stock, any consolidation or merger to which the Company (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 (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.

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, 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.

b) New

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

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

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

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

divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Issue Date of

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

c) Warrant

“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, provides to the Company an opinion of counsel, the form and substance of

which opinion shall be reasonably satisfactory to the Company, to the effect that the transfer of this Warrant does not require

registration under the Securities Act.

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.

a) No

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

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

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

exercise” pursuant to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no

event shall the Company be required to net cash settle an exercise of this Warrant.

b) Loss,

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

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

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

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

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

lieu of such Warrant or stock certificate.

c) Saturdays,

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

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

Trading Day.

d) Authorized

Shares.

The Company covenants

that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number

of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further

covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the

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

as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation,

or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares

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

by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable

and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any

transfer occurring contemporaneously with such issue).

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.

e) Governing

Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by

and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of

conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of

the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors,

officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts

sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts

sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or

with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit,

action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or

proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of

process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or

certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this

Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained

herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall

commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or

proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred

with the investigation, preparation and prosecution of such action or proceeding.

f) Restrictions.

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

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

g) Nonwaiver

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

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

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

Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the

Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not

limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any

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

h) Notices.

Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any

Notice of Exercise, shall be in writing and delivered personally, by e-mail, or sent by a nationally recognized overnight courier

service, addressed to the Company, at ___________, Attention: ___________, email address: ___________, or such other email

address or address as the Company may specify for such purposes by notice to the Holders. Any and all notices or other

communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by e-mail, or

sent by a nationally recognized overnight courier service addressed to each Holder at the e-mail address or address of such Holder

appearing on the books of the Company. Any notice or other communication or deliveries hereunder shall be deemed given and effective

on the earliest of (i) the time of transmission, if such notice or communication is delivered via e-mail at the e-mail address set

forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the time of transmission,

if such notice or communication is delivered via e-mail at the e-mail address set forth in this Section on a day that is not a

Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of

mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such

notice is required to be given.

i) Limitation

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

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

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

by creditors of the Company.

j) Remedies.

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

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

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

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

k) Successors

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

the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of

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

be enforceable by the Holder or holder of Warrant Shares.

l) Amendment.

Other than Section 2(e) above and this Section 5(l), which may not be amended, modified or waived, this Warrant may be modified or

amended or the provisions hereof waived with the written consent of the Company, on the one hand, and the Holder of this Warrant, on

the other hand.

m) Severability.

Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable

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

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

provisions of this Warrant.

n) Headings.

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

Warrant.

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

(Signature Page Follows)

IN WITNESS WHEREOF, the Company

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

Gaxos.ai Inc.

By:

Name:

Title:

NOTICE OF EXERCISE

To: Gaxos.ai 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

☐ if permitted the

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

this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in

subsection 2(c).

(3) Please issue said Warrant

Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

The Warrant Shares shall be delivered to the following

DWAC Account Number:

_______________________________

(4) Accredited

Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities

Act of 1933, as amended.

[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 exercise the Warrant 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 PLACEMENT AGENT WARRANT

EX-4.2

Filename: ea030221501ex4-2.htm · Sequence: 3

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 OR OTHER LOAN SECURED BY SUCH SECURITIES.

PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT

Gaxos.ai

Inc.

Warrant Shares: _______

Issue Date: August 17, 2026

Initial Exercise Date: August 17, 2026

THIS PLACEMENT AGENT 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 date set forth above (the “Initial

Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the three (3) year anniversary of the

Effective Date, provided that, if such date is not a Trading Day, the date that is the immediately following Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from Gaxos.ai Inc., a Nevada corporation (the “Company”),

up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock.

The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This

Warrant is being issued pursuant to that certain Engagement Agreement between the Company and H.C. Wainwright & Co., LLC, dated as

of March 2, 2026, as amended on August 5, 2026 (the “Engagement Agreement”).

Section 1. Definitions.

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

“Affiliate”

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

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

“Board of Directors”

means the board of directors of the Company.

“Business Day”

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

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

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

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

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

are open for use by customers on such day.

“Commission”

means the United States Securities and Exchange Commission.

“Common Stock”

means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which such securities may hereafter

be reclassified or changed.

“Common Stock Equivalents”

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

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

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

“Effective Date”

means the date that the Resale Registration Statement (as defined in the Letter Agreement) has been declared effective by the Commission.

“Exchange Act”

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

“Letter Agreement”

means that certain letter agreement between the holder signatory thereto

and the Company, dated as of August 14, 2026, pursuant to which such holders agreed to exercise one or more warrants to purchase shares

of Common Stock and the Company agreed to issue to the initial holders warrants.

“Person”

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

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

“Rule 144”

means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time,

or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Securities Act”

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

“Subsidiary”

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

or acquired after the date hereof.

“Trading Day”

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

“Trading Market”

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

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

any successors to any of the foregoing).

“Transfer Agent”

means West Coast Stock Transfer, Inc., the current transfer agent of the Company, with a mailing address of 721 N. Vulcan Ave. First Floor,

Encinitas, CA 92024, and any successor transfer agent of the Company.

“Warrants”

means this Warrant and other Common Stock purchase warrants issued by the Company pursuant to the Engagement Agreement.