Form 8-K

8-K — Aprea Therapeutics, Inc.

Accession: 0001104659-26-036821

Filed: 2026-03-30

Period: 2026-03-30

CIK: 0001781983

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2610566d1_8k.htm (Primary)

EX-4.1 — EXHIBIT 4.1 (tm2610566d1_ex4-1.htm)

EX-4.2 — EXHIBIT 4.2 (tm2610566d1_ex4-2.htm)

EX-10.1 — EXHIBIT 10.1 (tm2610566d1_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (tm2610566d1_ex10-2.htm)

EX-10.3 — EXHIBIT 10.3 (tm2610566d1_ex10-3.htm)

EX-10.4 — EXHIBIT 10.4 (tm2610566d1_ex10-4.htm)

EX-10.5 — EXHIBIT 10.5 (tm2610566d1_ex10-5.htm)

EX-99.1 — EXHIBIT 99.1 (tm2610566d1_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (tm2610566d1_ex99-2.htm)

EX-99.3 — EXHIBIT 99.3 (tm2610566d1_ex99-3.htm)

GRAPHIC (tm2610566d1_ex99-2img001.jpg)

GRAPHIC (tm2610566d1_ex99-3img001.jpg)

GRAPHIC (tm2610566d1_ex99-3img002.jpg)

GRAPHIC (tm2610566d1_ex99-3img003.jpg)

GRAPHIC (tm2610566d1_ex99-3img004.jpg)

GRAPHIC (tm2610566d1_ex99-3img005.jpg)

GRAPHIC (tm2610566d1_ex99-3img006.jpg)

GRAPHIC (tm2610566d1_ex99-3img007.jpg)

GRAPHIC (tm2610566d1_ex99-3img008.jpg)

GRAPHIC (tm2610566d1_ex99-3img009.jpg)

GRAPHIC (tm2610566d1_ex99-3img010.jpg)

GRAPHIC (tm2610566d1_ex99-3img011.jpg)

GRAPHIC (tm2610566d1_ex99-3img012.jpg)

GRAPHIC (tm2610566d1_ex99-3img013.jpg)

GRAPHIC (tm2610566d1_ex99-3img014.jpg)

GRAPHIC (tm2610566d1_ex99-3img015.jpg)

GRAPHIC (tm2610566d1_ex99-3img016.jpg)

GRAPHIC (tm2610566d1_ex99-3img017.jpg)

GRAPHIC (tm2610566d1_ex99-3img018.jpg)

GRAPHIC (tm2610566d1_ex99-3img019.jpg)

GRAPHIC (tm2610566d1_ex99-3img020.jpg)

GRAPHIC (tm2610566d1_ex99-3img021.jpg)

GRAPHIC (tm2610566d1_ex99-3img022.jpg)

GRAPHIC (tm2610566d1_ex99-3img023.jpg)

GRAPHIC (tm2610566d1_ex99-3img024.jpg)

GRAPHIC (tm2610566d1_ex99-3img025.jpg)

GRAPHIC (tm2610566d1_ex99-3img026.jpg)

GRAPHIC (tm2610566d1_ex99-3img027.jpg)

GRAPHIC (tm2610566d1_ex99-3img028.jpg)

GRAPHIC (tm2610566d1_ex99-1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2610566d1_8k.htm · Sequence: 1

false

0001781983

2026-03-30

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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

March 30, 2026

Date of Report (Date of earliest event reported)

Aprea Therapeutics, Inc.

(Exact name of registrant as specified in its

charter)

Delaware

001-39069

84-2246769

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

3805 Old Easton Road

Doylestown, PA

(Address of principal executive offices)

18902

(Zip Code)

Registrant's telephone number, including

area code: (215) 948-4119

(Former name or former address,

if changed since last report): Not applicable

Check the appropriate box below if the Form 8-K filing

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

¨ Written communications pursuant to Rule 425 under

the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under

the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b)

under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c)

under the Exchange Act (17 CFR 240.13e-4(c))

Securities 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 $0.001 per share

APRE

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 March 30, 2026, Aprea Therapeutics, Inc. (the

“Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain

accredited investors (the “Purchasers”), pursuant to which the Company agreed to issue and sell to the Purchasers,

and the Purchasers agreed to purchase from the Company (i) pre-funded Common Stock purchase warrants (the “Pre-Funded Warrants”)

to purchase up to approximately 37.2 million shares (the “Pre-Funded Warrant Shares”) of common stock, par value $0.001 per share of

the Company (“Common Stock”) at a purchase price per Pre-Funded Warrant equal to $0.808, less the Pre-Funded Warrant

Exercise Price, and (ii) common stock purchase warrants to purchase up to approximately 37.2 million shares of Common Stock (the “Warrant Shares”)

at an exercise price of $0.683 per share (the “Common Warrants” and together with the Pre-Funded Warrants, the “Warrants”).

The closing of the private placement (the “Private Placement”) is expected to occur on March 31, 2026, subject to satisfaction

of customary closing conditions (the “Closing Date”). The expected gross proceeds of the Private Placement are approximately

$30 million, before deducting the placement agent fees and estimated offering expenses payable by the Company.

The Common Warrants will be exercisable immediately

until December 31, 2029 (the “Termination Date”); provided, however, that, if the holder exercises all or any portion

of the holder’s Pre-Funded Warrant, then, with respect to each such exercise of the holder’s Pre-Funded Warrant, the Termination

Date of the Common Warrant with respect to such number of Warrant Shares as correspond to the number of shares of Common Stock issued

upon such exercise of such Pre-Funded Warrant by the holder shall be the thirtieth (30th) calendar day after the date upon

which the holder exercises such Pre-Funded Warrant. If a resale registration statement covering the shares of Common Stock underlying

the Common Warrants is not effective and available at the time of exercise, the Common Warrants may be exercised by means of a “cashless”

exercise formula. The Common Warrants may not be exercised to the extent that immediately following such exercise, the holder would beneficially

own greater than 4.99% (or, at the election of the holder, greater than 9.99%) of the Company’s outstanding Common Stock.

The unfunded exercise price of each Pre-Funded

Warrant will be fixed at a nominal amount of $0.001 per underlying Pre-Funded Warrant Share (the “Pre-Funded

Warrant Exercise Price”). The Pre-Funded Warrants will be exercisable from the date of issuance until exercised in full

and may not be exercised to the extent that immediately following such exercise, the holder would beneficially own greater than 4.99%

(or, at the election of the holder, greater than 9.99%) of the Company’s outstanding Common Stock. The Pre-Funded Warrants may

be exercised by means of a “cashless” exercise formula at any time while outstanding.

The Warrants do not contain any Black Scholes

cash payment obligations, any “price protection” anti-dilution protection or any “price reset” provisions pursuant

to which the exercise price of the Warrants is subject to adjustment or reset at a future date or upon the occurrence of specified or

contingent events directly or indirectly related to the business of the Company or the market prices for the Common Stock, or upon any

future issuance or sale by the Company of shares of its capital stock or securities exercisable or exchangeable for or convertible into

shares of the Company’s capital stock at exercise or conversion prices below the exercise price of the warrants, other than standard

pro rata adjustments for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction

that would impact the Common Stock generally.

In connection with the Private Placement, the

Company and the Purchasers entered into a Registration Rights Agreement, dated March 30, 2026 (the “Registration Rights Agreement”),

providing for the registration for resale of the Pre-Funded Warrant Shares and the shares of Common Stock underlying the Common Warrants

that are not then registered on an effective registration statement, pursuant to a registration statement (the “Registration

Statement”) to be filed with the Securities and Exchange Commission (the “SEC”) on or prior to the 30th

day after the Closing Date. The Company has agreed to use its reasonable best efforts to cause the Registration Statement to be declared

effective as promptly as practicable, but in no event later than the earlier of (i) the fifth trading day following the date on which

the Company is notified by the SEC that the Registration Statement will not be reviewed or is no longer subject to further review and

comments and (ii) the 45th calendar day following the date on which the Registration Statement is filed with the SEC (or, in

the event of a “full review” by the SEC, the 60th calendar day following the filing date), and to keep the Registration

Statement continuously effective from the date on which the SEC declares the Registration Statement to be effective until such date that

all Registrable Securities (as such term is defined in the Registration Rights Agreement) covered by the Registration Statement have been

sold pursuant to a registration statement under the Securities Act or under Rule 144 as promulgated by the SEC under the Securities

Act. The Company has granted the Purchasers customary indemnification rights in connection with the Registration Statement. The Purchasers

have also granted the Company customary indemnification rights in connection with the Registration Statement.

The Purchase Agreement also prohibits the Company

from: (a) for 90 days following the date the Registration Statement has been declared effective, issuing, entering into any agreement

to issue or announcing the issuance or proposed issuance of any shares of Common Stock or any Common Stock Equivalents (as defined in

the Purchase Agreement) or filing any registration statement other than the Registration Statement contemplated by the Purchase Agreement,

or (b) for 180 days following the date the Registration Statement has been declared effective the Company or its Subsidiaries (as defined

in the Purchase Agreement) effecting or entering into any agreement to effect the issuance any shares of Common Stock or any Common Stock

equivalents involving a Variable Rate Transaction (as defined in the Purchase Agreement), subject to customary exceptions, including,

without limitation, (i) issuances contemplated by the Purchase Agreement, (ii) pursuant to employee benefit plans, or (iii) beginning

on the 90th day following the date the Registration Statement has been declared effective, pursuant to the Company’s existing at-the-market

offering sales agreement. The Company has agreed to pay the reasonable and documented fees and expenses of counsel to the Lead Investor

(as defined in the Purchase Agreement) in an amount not to exceed $50,000 in the aggregate.

Additionally, each of the directors and executive

officers of the Company, pursuant to lock-up agreements, agreed not to sell or transfer any of the Company securities which they hold,

subject to certain exceptions, during the period beginning on the Closing Date through the close of trading on the date that is the ninetieth

(90th) day following the date the Registration Statement has been declared effective (each, a “Lock-Up Agreement”).

On March 30, 2026, and in connection with the

Purchase Agreement, the Company entered into a customary placement agency agreement (the “Placement Agency Agreement”)

with Oppenheimer & Co Inc. (“Oppenheimer”) and Maxim Group LLC (“Maxim” together with Oppenheimer,

the “Placement Agents”). Pursuant to the Placement Agency Agreement, the Placement Agents are entitled to an aggregate

cash fee of 7% of the gross cash proceeds paid by investors in the Private Placement (the “Placement Fee”). The Company

has agreed to reimburse Oppenheimer for its reasonable expenses incurred in connection with the Private Placement in an aggregate amount

not to exceed $50,000.

On March 30, 2026, in connection with the Private

Placement, the Company entered into an Amendment to the Securities Purchase Agreement (the “Amendment”), effective

as of March 26, 2026, with purchasers that purchased at least 50.1% in interest of the Shares (as defined in the January Purchase Agreement

(as defined below)), to amend that certain Securities Purchase Agreement, dated January 28, 2026, by and among the Company and the purchasers

party thereto (the “January Purchase Agreement”). Prior to the Amendment, the January Purchase Agreement prohibited

the Company from (a) for a period of 30 days following the date the Registration Statement (as defined in the January Purchase Agreement)

was declared effective, issuing, entering into any agreement to issue or announcing the issuance or proposed issuance of any shares of

Common Stock or any Common Stock Equivalents (each as defined in the January Purchase Agreement) or filing any registration statement

other than the Registration Statement contemplated by the January Purchase Agreement, and (b) engaging in any Variable Rate Transaction

(as defined in the January Purchase Agreement) for a period of 180 days following the date the Registration Statement contemplated by

the January Purchase Agreement was declared effective. Pursuant to the Amendment, the January Purchase Agreement was amended to provide

that the Company is prohibited (a) from the date of the January Purchase Agreement until March 26, 2026, from issuing, entering into any

agreement to issue or announcing the issuance or proposed issuance of any shares of Common Stock or any Common Stock Equivalents (each

as defined in the January Purchase Agreement) or filing any registration statement other than the Registration Statement contemplated

by the January Purchase Agreement, and (b) from effecting any Variable Rate Transaction (as defined in the January Purchase Agreement),

until March 26, 2026, subject to customary exemptions.

The foregoing descriptions of the Pre-Funded Warrants,

the Common Warrants, the Purchase Agreement, the Registration Rights Agreements, the Placement Agency Agreement, the Lock-Up Agreement

and the Amendment are qualified in their entirety by reference to the full text of the forms of such documents, copies of which are attached

hereto as Exhibits 4.1, 4.2, 10.1, 10.2, 10.3, 10.4 and 10.5 respectively, and each of which is incorporated herein in its entirety by

reference. The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements 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 Securities.

The information set forth in Item 1.01 of this

Current Report on Form 8-K regarding the Private Placement is incorporated herein by reference into this Item 3.02.

The Common Warrants, the Pre-Funded Warrants,

and the shares of common stock underlying the Common Warrants and the Pre-Funded Warrants (collectively, the “Securities”)

were, and will be, offered and sold in transactions exempt from registration under the Securities Act in reliance on Section 4(a)(2) thereof

and Rule 506(b) of Regulation D thereunder. Each Purchaser is an “accredited investor,” as defined in Regulation D, and is

acquiring the Securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution

thereof. Accordingly, the Securities will not initially be registered under the Securities Act and the 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.

Neither this Current Report on Form 8-K nor the

exhibits attached hereto is an offer to sell or the solicitation of an offer to buy shares of common stock, notes, or any other securities

of the Company.

Item 7.01 Regulation FD Disclosure.

On March 30, 2026, the Company issued a press

release announcing the signing of Purchase Agreement with the Purchasers. A copy of the press release is furnished as Exhibit 99.1 and

is incorporated herein by reference.

The information furnished under this Item 7.01,

including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as

amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated

by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth

by specific reference in such filing.

Item 8.01 Other Events.

On March 30, 2026, the Company issued a press

release announcing the confirmation of a partial response (PR) in its ongoing ACESOT-1051 trial evaluating APR-1051, a potent and selective

WEE1 kinase inhibitor. A copy of the press release is filed as Exhibit 99.2 hereto and incorporated herein by reference.

On March 30, 2026, the Company updated its corporate

presentation slide deck. A copy of the corporate presentation slide deck is filed as Exhibit 99.3 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Title

4.1

Form of Pre-Funded Warrant

4.2

Form of Common Warrant

10.1*

Form of Securities Purchase Agreement

10.2

Form of Registration Rights Agreement

10.3

Form of Placement Agency Agreement

10.4

Form of Lock-Up Agreement

10.5

Form of Amendment to the Securities Purchase Agreement

99.1

Press Release of Aprea Therapeutics, Inc., dated as of March 30, 2026

99.2

Press Release of Aprea Therapeutics, Inc., dated as of March 30, 2026

99.3

Corporate Presentation (March 2026)

104

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

*Schedules and exhibits have been omitted from this exhibit pursuant

to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon

request by the U.S. Securities and Exchange Commission.

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.

Aprea Therapeutics, Inc.

Dated: March 30, 2026

By:

/s/ Oren Gilad

Name:

Oren Gilad, Ph.D.

Title:

President and Chief Executive Officer

EX-4.1 — EXHIBIT 4.1

EX-4.1

Filename: tm2610566d1_ex4-1.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.

PRE-FUNDED Common

Stock Purchase Warrant

APREA THERAPEUTICS, INC.

Warrant Shares:

Initial Exercise Date: [       ], 2026

THIS PRE-FUNDED WARRANT TO

PURCHASE SHARES OF COMMON STOCK (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”) and until this Warrant is exercised in

full (the “Termination Date”), but not thereafter, to subscribe for and purchase from Aprea Therapeutics, Inc., a Delaware

corporation (the “Company”), up to ______ shares of common stock, par value $0.001 per share (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 March [-], 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 as Exhibit A (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 number of 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 purchasable hereunder and the Warrant has

been exercised in full, at which time the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading

Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases

of a portion of the total number of Warrant Shares purchasable hereunder shall have the effect of lowering the outstanding number of Warrant

Shares purchasable hereunder by the number of Warrant Shares equal to the applicable number of Warrant Shares purchased in connection

with such partial exercise. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date

of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice.

Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 9:00 a.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. 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) Business 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 will be less than the amount stated

on the face hereof.

(b)

Exercise Price. The aggregate exercise price of this Warrant, except for a nominal exercise price of $0.001 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 $0.001 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 whatsoever, including in the event this Warrant shall not have been exercised prior to

the Termination Date. The remaining unpaid exercise price per Warrant Share under this Warrant shall be $0.001, subject to adjustment

hereunder (the “Exercise Price”).

(c)

Cashless Exercise. This Warrant may also be exercised, in whole or in part, at any time while this Warrant is outstanding

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

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

(A) = as applicable: (i) the

VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed

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

2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation NMS

promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading

Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading

Market as reported by Bloomberg L.P. (“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.

If Warrant Shares are issued

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

Shares shall take on the 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).

“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 OTCQB or OTCQX is not a Trading Market, the VWAP of the Common Stock for such date (or

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

or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar organization or agency succeeding

to its functions of reporting prices), the most recent bid price per share of 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 Purchasers 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 OTCQB or OTCQX is not a Trading Market, the volume weighted average price

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

listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar

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

Notwithstanding anything herein

to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section

2(c).

(d)

Mechanics of Exercise.

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

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

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

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

Shares by Holder or (B) 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 (if such shares are certificated),

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) two (2) Trading Days 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

by the Warrant Share Delivery Date. 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. Except in connection with an exercise on the Initial Exercise Date, 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 Warrant Shares 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 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 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 satisfactory to the Company with respect to 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

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

No Fractional Shares or Scrip. No fractional Warrant Shares or scrip representing fractional Warrant Shares shall be issued

upon the exercise of this Warrant. As to any fraction of a Warrant Share which the Holder would otherwise be entitled to purchase upon

such exercise, the Company shall, at its election and in lieu of the issuance of such fractional Warrant Share, either (i) pay cash in

an amount equal to such fraction multiplied by the Exercise Price or (ii) round up to the next whole Warrant Share.

vi.

Charges, Taxes and Expenses. The 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,

the Notice of Exercise shall be accompanied by the Assignment Form, attached hereto as Exhibit B, 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

and this Warrant shall be surrendered to the Company and, if any portion of this Warrant remains unexercised, a new Warrant in the form

hereof shall be delivered to the assignee. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice

of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required

for same-day electronic delivery of the Warrant Shares.

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

of this Warrant, pursuant to the terms hereof.

(e)           Holder’s

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

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

as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting

as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)),

would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence,

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

of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude

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

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

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

to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its

Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial

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

it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section

13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the

extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation

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

exercisable, shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s

determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates

and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation,

and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any

group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations

promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may

rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report

filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice

by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request

of a Holder, the Company shall within one (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 the 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

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 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 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

remains 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)

[RESERVED]

(c)

Subsequent Rights Offerings. In addition to (but without duplication of) 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).

(d)

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) other than a dividend or other

distribution of the type described in Section 3(a) above (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).

(e)

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

one or more related transactions effects any merger or consolidation of the Company with or into another Person (other than a transaction

solely to change the domicile of the Company), (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment,

transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii)

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

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

been accepted by the holders of more than 50% of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more

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

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

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

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

group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock (not including any

shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons

making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”),

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

been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, 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. The Company shall cause any successor entity in

a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all

of the obligations of the Company under this Warrant in accordance with the provisions of this Section 3(e) pursuant to written agreements

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

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

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

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

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

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

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

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

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

the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so

that from and after the date of such Fundamental Transaction, the provisions of this Warrant referring to the “Company” shall

refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations

of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein.

(f)

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

of Common Stock, 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.

(g)

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 (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 is a party (other than a transaction solely

to change the domicile of the Company), any sale or transfer of all or substantially all of the assets of the Company, or any compulsory

share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary

or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be

delivered by email to the Holder at its last email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar

days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be

taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of

which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to

be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become

effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their

shares of 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 the Holder’s appropriate compliance with the restrictive legend on this Warrant and the

transfer restrictions set forth herein and in 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 as Exhibit B

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 two (2) 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. Subject to compliance with applicable securities laws, this Warrant may be divided or combined with other

Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations

in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to

any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in

exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges

shall be dated the initial issuance date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares

issuable pursuant thereto.

(c)

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

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

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

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

(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, comply with the provisions of Section 5.7 of the Purchase Agreement.

(e)           Representation

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

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

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

to sales registered or exempted under the Securities Act.

Section

5.               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)(iv) herein, in no event shall the Company be required to net cash

settle an exercise of this Warrant. For the avoidance of doubt, except as expressly set forth in this Warrant, in no event does this agreement

result in the Company having an obligation to issue cash or other assets to the Holder.

(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 shares of Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares underlying 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 and delivered 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 underlying this Warrant, 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 shares of Common Stock 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 shares of Common Stock 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)

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.

(f)

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

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

(g)

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

shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other

provision of this Warrant 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.

(h)

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.

(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 share of 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.

(l)

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

on the one hand, and the Holder or the beneficial owner 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.

APREA THERAPEUTICS, Inc.

By:

Name:

Title:

EXHIBIT A

NOTICE OF EXERCISE

TO:

Aprea Therapeutics, INC.

(1)        The

undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised

in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2)        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:

If applicable, 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 Signature

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 — EXHIBIT 4.2

EX-4.2

Filename: tm2610566d1_ex4-2.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.

Aprea

Therapeutics, Inc.

WARRANT

TO PURCHASE COMMON STOCK

Warrant Shares:

Issue

Date : [       ], 2026

THIS WARRANT

to Purchase Common Stock (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 Issue Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York

City time) on December 31, 2029 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Aprea

Therapeutics, Inc., a Delaware corporation (the “Company”), up to [ ] shares (as subject to adjustment hereunder, the

“Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”);

provided, however, that, if the Holder exercises all or any portion of the Holder’s Pre-Funded Warrant, then, with

respect to each such exercise of the Holder’s Pre-Funded Warrant, the Termination Date of this Warrant with respect to such number

of Warrant Shares as correspond to the number of shares of Common Stock issued upon such exercise of such Pre-Funded Warrant by the Holder

shall be the thirtieth (30th) calendar day after the date upon which the Holder exercises such Pre-Funded Warrant; and provided,

further, however, that the foregoing proviso shall not apply with respect to the portion of the Warrant Shares or the Warrant,

if any, that would result in the Holder exceeding the Beneficial Ownership Limitation (i.e., in no event shall the foregoing proviso apply

to the extent that the application of the foregoing proviso would result in the termination or expiration of any portion of this Warrant,

or any Warrant Shares, that would result in the Holder exceeding the Beneficial Ownership Limitation). The purchase price of one Warrant

Share 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 March 30, 2026, among the Company and the purchasers signatory thereto.

Section 2.                Exercise.

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