Form 8-K

8-K — Calidi Biotherapeutics, Inc.

Accession: 0001493152-26-043724

Filed: 2026-09-22

Period: 2026-09-17

CIK: 0001855485

SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))

Item: Entry into a Material Definitive Agreement

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-5.1 (ex5-1.htm)

EX-10.1 (ex10-1.htm)

EX-99.1 (ex99-1.htm)

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8-K

8-K (Primary)

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0001855485

2026-09-17

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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)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): September 17, 2026

CALIDI

BIOTHERAPEUTICS, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-40789

86-2967193

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

4475

Executive Drive, Suite 200,

San

Diego, California

92121

(Address

of principal executive offices)

(Zip

Code)

(858)

794-9600

(Registrant’s

telephone number, including area code)

N/A

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written

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

☐

Soliciting

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

☐

Pre-commencement

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

☐

Pre-commencement

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

Title

of Each Class

Trading

Symbol(s)

Name

of Each Exchange on Which Registered

Common

stock, par value $0.0001 per share

CLDI

NYSE

American 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 ☒

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.

September 17, 2026, Calidi Biotherapeutics, Inc. (the “Company”) entered into a stock purchase agreement (the “Purchase

Agreement”) with certain accredited investors and/or qualified institutional buyers named therein (the “Purchasers”),

pursuant to which the Company agreed to issue and sell directly to the Purchasers, in a registered direct offering (the “Offering”),

an aggregate of 1,025,640 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common

Stock”), at a purchase price of $1.17 per Share.

The

Offering closed on September 21, 2026. The gross proceeds to the Company from the Offering were approximately $1.2 million, before deducting

estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering for working capital

and general corporate purposes. The Company did not engage an underwriter, placement agent, broker-dealer or other agent in connection

with the Offering, and no underwriting discounts or commissions, placement agent fees or similar compensation were paid in connection

with the sale of the Shares.

The

Shares were offered and sold pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-282456)

(the “Registration Statement”), which was declared effective by the Securities and Exchange Commission (the “SEC”)

on October 10, 2024, the base prospectus included therein and the prospectus supplement dated September 17, 2026, filed with the SEC.

The

Purchase Agreement contains customary representations, warranties and covenants of the Company and the Purchasers. Pursuant to the terms

of the Purchase Agreement, and subject to certain exceptions as set forth therein, the Company agreed that, for a period of 45 days following

the closing of the Offering, it will not issue, offer, sell or otherwise dispose of, or announce the issuance, offer, sale or other disposition

of, any equity securities or equity-linked or related securities without the prior written consent of Purchasers holding more than 50%

in interest of the Shares purchased under the Purchase Agreement. In connection with the Offering, the Company’s directors and

executive officers entered into lock-up agreements pursuant to which, subject to customary exceptions, they agreed not to offer, sell,

contract to sell, pledge or otherwise transfer or dispose of any shares of Common Stock or securities convertible into, exercisable for

or exchangeable for Common Stock for a period of 60 days following the closing of the Offering.

The

foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the

full text of the form of Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K (“Form 8-K”)

and is incorporated herein by reference. The legal opinion of Sichenzia Ross Ference Carmel LLP relating to the validity of the securities

issued in the Transactions is filed herewith as Exhibit 5.1.

This

Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of any

securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification

under the securities laws of any such state or jurisdiction.

Item

8.01 Other Events.

September 17, 2026, the Company issued a press release announcing the Offering. A copy of the press release is furnished as Exhibit 99.1

to this Form 8-K, and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

5.1

Opinion of Sichenzia Ross Ference Carmel LLP.

10.1

Form of the Securities Purchase Agreement.

23.1

Consent of Sichenzia Ross Ference Carmel, LLP (contained in Exhibit 5.1)

99.1

Press Release dated September 17, 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.

CALIDI

BIOTHERAPEUTICS, INC.

Dated:

September 22, 2026

By:

/s/

Andrew Jackson

Name:

Andrew

Jackson

Title:

Chief

Financial Officer

EX-5.1

Filename: ex5-1.htm · Sequence: 2

Exhibit 5.1

September

21, 2026

Calidi

Biotherapeutics, Inc.

4475

Executive Drive, Suite 200

San

Diego, California 92121

Re:

Prospectus

Supplement to the Registration Statement on Form S-3

Ladies

and Gentlemen:

have acted as counsel to Calidi Biotherapeutics, Inc., a Delaware corporation (the “Company”), in connection with (i) the

Registration Statement on Form S-3 (File No. 333-282456) (as amended, the “Registration Statement”), filed with the Securities

and Exchange Commission (the “Commission”) on October 1, 2024 (as amended on October 7, 2024), pursuant to the Securities

Act of 1933, as amended (the “Securities Act”), and declared effective on October 10, 2024, relating to the registration

by the Company of, among other things, common stock, par value $0.0001 per share (the “Common Stock”), which may be issued

from time to time as set forth in the Registration Statement and the prospectus contained therein; and (ii) the Securities Purchase Agreement

dated September 17, 2026 (the “Purchase Agreement”) by and between the Company and the purchasers signatories thereto (the

“Purchasers”), relating to the offer and sale of an aggregate of 1,025,640 shares of the Company’s Common Stock (the

“Shares”), pursuant to the Registration Statement, and the prospectus contained therein, as supplemented by the prospectus

supplement dated September 17, 2026, filed with the Commission pursuant to Rule 424(b) promulgated under the Securities Act (the

“Prospectus Supplement”). This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation

S-K under the Securities Act.

have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinion set forth below. We have

relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set

forth below, on certificates of officers of the Company.

The

opinion expressed below is limited to the federal securities laws of the United States of America and the laws of the state of Delaware.

We express no opinion as to the effect on the matters covered by the laws of any other jurisdiction.

Based

on the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued and sold in the manner described in

the Registration Statement, the Prospectus Supplement and the Purchase Agreement will be validly issued, fully paid and non-assessable.

The

opinion expressed herein is limited to the General Corporation Law of the State of Delaware (including reported judicial decisions interpreting

the General Corporation Law of the State of Delaware).

hereby consent to the filing of this opinion to the Company’s Current Report on Form 8-K filed with the SEC on September 22,

2026 and which is incorporated by reference in the Registration Statement and the Prospectus Supplement. We also hereby consent to the

reference to our firm under the caption “Legal Matters” in the Prospectus Supplement. In giving this consent, we do not thereby

admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations

of the Commission promulgated thereunder. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim

any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable

laws.

Very

truly yours,

/s/

Sichenzia Ross Ference Carmel LLP

Sichenzia

Ross Ference Carmel LLP

EX-10.1

Filename: ex10-1.htm · Sequence: 3

Exhibit

10.1

STOCK

PURCHASE AGREEMENT

This

Stock Purchase Agreement (this “Agreement”) is dated as of September 17, 2026, between Calidi Biotherapeutics,

Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including

its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

WHEREAS,

subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities

Act of 1933, as amended (the “Securities Act”), the Company desires to issue and sell to each Purchaser, and each

Purchaser, severally and not jointly, desires to purchase from the Company, shares of Common Stock of the Company as more fully described

in this Agreement.

NOW,

THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt

and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

ARTICLE

DEFINITIONS

1.1

Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms

have the meanings set forth in this Section 1.1:

“Acquiring

Person” shall have the meaning ascribed to such term in Section 4.5.

“Action”

shall have the meaning ascribed to such term in Section 3.1(j).

“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 are generally

open for use by customers on such day.

“Closing”

means the closing of the purchase and sale of the Securities pursuant to Section 2.1.

“Closing

Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties

thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’s

obligations to deliver the Securities, in each case, have been satisfied or waived, but in no event later than the first (1st) Trading

Day following the date hereof (or the second (2nd) Trading Day following the date hereof if this Agreement is signed on a day that is

not a Trading Day or after 4:00 p.m. (New York City time) and before midnight (New York City time) on a Trading Day).

“Commission”

means the United States Securities and Exchange Commission.

“Common

Stock” means the voting 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.

“Company

Counsel” means Sichenzia Ross Ference Carmel LLP, with offices located at 1185 Avenue of the Americas, New York, New York 10036.

“Disclosure

Schedules” means the Disclosure Schedules of the Company delivered concurrently herewith.

“Disclosure

Time” means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and

before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the

date hereof, and (ii) if this Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading

Day, no later than 9:01 a.m. (New York City time) on the date hereof.

“Evaluation

Date” shall have the meaning ascribed to such term in Section 3.1(s).

“Exchange

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

“Exempt

Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers, consultants or directors of the

Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of

Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to

the Company, and/or shares of Common Stock upon the exercise, exchange, or conversion of securities exercisable or exchangeable for or

convertible into shares of Common Stock issued and outstanding on the date of this Agreement and set forth on Schedule 3.1(g) hereto,

provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to

decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations)

or to extend the term of such securities, and (b) securities issued pursuant to acquisitions or strategic transactions approved by a

majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities”

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

therewith during the prohibition period in Section 4.11 herein, and provided that any such issuance shall only be to a Person (or to

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

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

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

entity whose primary business is investing in securities, (c) securities issued as consideration, in whole or in part, pursuant to an

exclusive license agreement or other intellectual property or technology licensing arrangement approved by a majority of the disinterested

directors of the Company, provided that (i) such securities are issued as “restricted securities” (as defined in Rule 144),

(ii) the issuance is to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company

engaged in research, development, or commercialization activities synergistic with the business of the Company, (iii) the license agreement

provides the Company with material rights to develop, manufacture, or commercialize products, technology, or intellectual property, and

(iv) the primary purpose of such issuance is to obtain such license rights rather than to raise capital; provided, further, that securities

issued pursuant to this clause (c) may carry piggyback registration rights that become exercisable, and (d) shares of Common Stock and/or

Pre-Funded Warrants issued in connection with a private placement offering led by LibertyBio III Ltd. or one or more of its affiliates

to accredited investors on a best-efforts basis. Notwithstanding anything herein to the contrary, in order for any issuance under (a)

above to be considered an Exempt Issuance, such issuances must be issued as “restricted securities” (as defined in Rule 144)

and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the prohibition

period in Section 4.11(a) herein.

“FCPA”

means the Foreign Corrupt Practices Act of 1977, as amended.

“GAAP”

shall have the meaning ascribed to such term in Section 3.1(h).

“Indebtedness”

shall have the meaning ascribed to such term in Section 3.1(aa).

“Intellectual

Property Rights” shall have the meaning ascribed to such term in Section 3.1(p).

“Liens”

means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

“Lock-Up

Agreement” means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors and executive

officers of the Company.

“Material

Adverse Effect” shall have the meaning assigned to such term in Section 3.1(b).

“Material

Permits” shall have the meaning ascribed to such term in Section 3.1(n).

“Per

Share Purchase Price” equals $1.17, subject to adjustment for reverse and forward stock splits, stock dividends, stock

combinations and other similar transactions of the Common Stock that occur after the date of this Agreement and prior to the Closing

Date.

“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.

“Proceeding”

means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,

such as a deposition), whether commenced or threatened.

“Prospectus”

means the final base prospectus filed for the Registration Statement.

“Prospectus

Supplement” means the supplement to the Prospectus complying with Rule 424(b) of the Securities Act that is filed with the

Commission and delivered by the Company to each Purchaser at the Closing.

“Purchaser

Party” shall have the meaning ascribed to such term in Section 4.8.

“Registration

Statement” means the effective registration statement on Form S-3 (File No. 333-282456) which registers the sale of the Shares

to the Purchasers.

“Required

Approvals” shall have the meaning ascribed to such term in Section 3.1(e).

“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.

“Rule

424” means Rule 424 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.

“SEC

Reports” shall have the meaning ascribed to such term in Section 3.1(h).

“Securities”

means the Shares.

“Securities

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

“Shares”

means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.

“Short

Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be

deemed to include locating and/or borrowing shares of Common Stock).

“Subscription

Amount” means, as to each Purchaser, the aggregate amount to be paid for Shares purchased hereunder as specified below such

Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription Amount,” in United States

dollars and in immediately available funds.

“Subsidiary”

means any subsidiary of the Company as set forth on Schedule 3.1(a) of the Disclosure Schedules, 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 principal Trading Market is open for trading.

“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).

“Transaction

Documents” means this Agreement, the Lock-Up Agreement, all exhibits and schedules thereto and hereto and any other documents

or agreements executed in connection with the transactions contemplated hereunder.

“Transfer

Agent” means Equiniti Trust Co, the current transfer agent of the Company, with a mailing address of 55 Challenger Road 2nd

floor Ridgefield Park, New Jersey 07660, and any successor transfer agent of the Company.

ARTICLE

II.

PURCHASE

AND SALE

2.1

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the

Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $1,200,000 of Common Stock. Each Purchaser’s

Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery

Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares,

and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction

of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of Company Counsel or such

other location (including remotely by electronic transmission). Unless otherwise agreed to by the Company and the respective Purchaser,

settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date,

the Company shall issue the Shares registered in the respective Purchaser’s name and address and released by the Transfer Agent

directly to the account(s) identified by each Purchaser; and the respective Purchaser (or its clearing firm) shall promptly make payment

thereof by wire transfer to the Company). Notwithstanding anything herein to the contrary, if at any time on or after the time of execution

of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement

Period”), such Purchaser sells to any Person all, or any portion, of the Shares to be issued hereunder to such Purchaser at

the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any

additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, such Pre-Settlement

Shares at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior

to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby

acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during

the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock to any Person and that any such decision to sell any shares

of Common Stock by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any.

2.2

Deliveries.

(a)

On or prior to the Closing Date (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the

following:

(i)

this Agreement duly executed by the Company;

(ii)

legal opinion of Company Counsel, directed to the Purchasers, in form and substance reasonably acceptable to the Purchasers;

(iii)

subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead

and executed by the Chief Executive Officer or Chief Financial Officer;

(iv)

subject to Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver via The

Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s

Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser;

(v)

the duly executed Lock-Up Agreements; and

(vi)

the Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act).

(b)

On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:

(i)

this Agreement duly executed by such Purchaser; and

(ii)

such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the

Company or its designee.

2.3

Closing Conditions.

(a)

The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

(i)

the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse

Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Purchasers contained herein (unless

such representation or warranty is as of a specific date therein in which case they shall be accurate in all material respects (or, to

the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date);

(ii)

all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been

performed; and

(iii)

the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.

(b)

The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:

(i)

the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse

Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless

such representation or warranty is as of a specific date therein in which case they shall be accurate in all material respects (or, to

the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date);

(ii)

all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;

(iii)

the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;

(iv)

there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and

(v)

from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s

principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall

not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such

service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities

nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such

magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of

such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

ARTICLE

III.

REPRESENTATIONS

AND WARRANTIES

3.1

Representations and Warranties of the Company. Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall

be deemed a part hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the

corresponding section of the Disclosure Schedules, the Company hereby makes the following representations and warranties to each Purchaser:

(a)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company

owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and

all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and

free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references

to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

(b)

Organization and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized,

validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power

and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any

Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or

other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good

standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned

by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could

not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction

Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise)

of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in

any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material

Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking

to revoke, limit or curtail such power and authority or qualification. Notwithstanding the foregoing, no event, occurrence, fact, condition

or change resulting from (A) the announcement, pendency or completion of the transactions contemplated by the Transaction Documents or

(B) any action taken or omitted to be taken by the Company as required or expressly permitted by the Transaction Documents or at the

written request of a Purchaser shall constitute or be deemed to result in a Material Adverse Effect.

(c)

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions

contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.

The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of

the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no

further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith

other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been

(or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will

constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as

limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application

affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance,

injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable

law.

(d)

No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to

which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby

do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles

of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that

with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or

assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, anti-dilution or similar adjustments,

acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument

(evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by

which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict

with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or

governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations),

or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and

(iii), such as could not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect.

(e)

Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any

notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other

Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filings

required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) the notice

and/or application(s) to each applicable Trading Market for the issuance and sale of the Securities and the listing of the Shares for

trading thereon in the time and manner required thereby, and (iv) such filings as are required to be made under applicable state securities

laws (collectively, the “Required Approvals”).

(f)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with

the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed

by the Company. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable

pursuant to this Agreement. The Company has prepared and filed the Registration Statement in conformity with the requirements of the

Securities Act, which became effective on October 10, 2024, including the Prospectus, and such amendments and supplements thereto as

may have been required to the date of this Agreement, including the Prospectus Supplement. The Registration Statement is effective under

the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing

the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge

of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file

the Prospectus with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became

effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and

will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement

of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading;

and the Prospectus and the Prospectus Supplement and any amendments or supplements thereto, at the time the Prospectus and the Prospectus

Supplement or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects

to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a

material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

The Company is eligible to use Form S-3 under the Securities Act and it meets the transaction requirements with respect to the aggregate

market value of securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth

in General Instruction I.B.6 of Form S-3.

(g)

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule

3.1(g) shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as

of the date hereof. Other than as set forth on Schedule 3.1(g), the Company has not issued any capital stock since its most recently

filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s

stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans

and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic

report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right

to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities

or as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments

of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or

giving any Person any right to subscribe for or acquire, any shares of Common Stock or the capital stock of any Subsidiary, or contracts,

commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares

of Common Stock or Common Stock Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate

the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchasers). There are

no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange

or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. There are no outstanding

securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts,

commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the

Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements

or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued,

fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding

shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. Other than the Board

of Directors’ initial approval to consummate the transactions contemplated by this Agreement and each of the other Transaction

Documents, no further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and

sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s

capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

(h)

SEC Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required

to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the

two (2) years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material)

(the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus

and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has

received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As

of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange

Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a

material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under

which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects

with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time

of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied

on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial

statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly

present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof

and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial,

year-end audit adjustments.

(i)

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included

within the SEC Reports, except as set forth on Schedule 3.1(i), (i) there has been no event, occurrence or development that has

had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent

or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice

and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings

made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend

or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any

shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant

to existing Company equity compensation plans. The Company does not have pending before the Commission any request for confidential treatment

of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no

event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with

respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition

that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed

made that has not been publicly disclosed at least one (1) Trading Day prior to the date that this representation is made.

(j)

Litigation. Except as set forth in the SEC Reports, there is no action, suit, inquiry, notice of violation, proceeding or investigation

pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties

before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign)

(collectively, an “Action”). None of the Actions set forth in the SEC Reports, (i) adversely affects or challenges

the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable

decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director

or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities

laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated,

any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission

has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary

under the Exchange Act or the Securities Act.

(k)

Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees

of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’

employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither

the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe

that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary,

is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary

information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third

party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability

with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local

and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours,

except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse

Effect.

(l)

Compliance. Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that

has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor

has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture,

loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound

(whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator

or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental

authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational

health and safety, product quality and safety and employment and labor matters, except in each case as could not have or reasonably be

expected to result in a Material Adverse Effect.

(m)

Environmental Laws. The Company and its Subsidiaries (i) are in compliance with all federal, state, local and foreign laws relating

to pollution or protection of human health or the environment (including ambient air, surface water, groundwater, land surface or subsurface

strata), including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or

toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating

to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well

as all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments, licenses, notices or notice letters, orders,

permits, plans or regulations, issued, entered, promulgated or approved thereunder (“Environmental Laws”); (ii) have

received all permits licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses;

and (iii) are in compliance with all terms and conditions of any such permit, license or approval where in each clause (i), (ii) and

(iii), the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

(n)

Regulatory Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate

federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports,

except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material

Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or

modification of any Material Permit.

(o)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them

and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries,

in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially

interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Liens for the payment

of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment of

which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries

are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.

(p)

Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks,

trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights

and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which

the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None

of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights

has expired, terminated or been abandoned, or, except as would not have a Material Adverse Effect, is expected to expire or terminate

or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the

date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge

that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected

to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there

is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken

reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where

failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has

no knowledge of any facts that would preclude it from having valid license rights or clear title to the Intellectual Property Rights.

The Company has no knowledge that it lacks or will be unable to obtain any rights or licenses to use all Intellectual Property Rights

that are necessary to conduct its business as described in the Prospectus and Prospectus Supplement.

(q)

Insurance. The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses

and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including,

but not limited to, directors and officers insurance coverage in an amount deemed commercially reasonable. Neither the Company nor any

Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires

or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

(r)

Transactions With Affiliates and Employees. Except as set forth on Schedule 3.1(r) and SEC Reports, none of the officers or directors

of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently

a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including

any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal

property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any

officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee

has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other

than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company

and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company.

(s)

Sarbanes-Oxley; Internal Accounting Controls. The Company and the Subsidiaries are in compliance with any and all applicable requirements

of the Sarbanes-Oxley Act of 2002, as amended, that are effective as of the date hereof and as of the Closing Date, and any and all applicable

rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date. The

Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions

are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to

permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted

only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared

with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the

Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15I and 15d-15(e)) for the Company

and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the

Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods

specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the

disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently filed

periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently

filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls

and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal

control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially

affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.

(t)

Certain Fees. No brokerage or finder’s fees or commissions are or will be payable by the Company or any Subsidiary to any

broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions

contemplated by the Transaction Documents. The Purchasers shall have no obligation with respect to any fees or with respect to any claims

made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions

contemplated by the Transaction Documents.

(u)

Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities,

will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

The Company shall conduct its business in a manner so that it will not become an “investment company” subject to registration

under the Investment Company Act of 1940, as amended.

(v)

Registration Rights. Except as set forth on Schedule 3.1(v), no Person has any right to cause the Company or any Subsidiary

to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.

(w)

Listing and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and

the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration

of the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating

such registration. Except as set forth on Schedule 3.1(w), the Company has not, in the 12 months preceding the date hereof, received

notice from any Trading Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance

with the listing or maintenance requirements of such Trading Market. Except as set forth on Schedule 3.1(w), the Company is, and

has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance

requirements. The Common Stock is currently eligible for electronic transfer through the Depository Trust Company or another established

clearing corporation and the Company is current in payment of the fees to the Depository Trust Company (or such other established clearing

corporation) in connection with such electronic transfer.

(x)

Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order

to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement)

or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the

laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company

fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of

the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.

(y)

Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents,

the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or

counsel with any information that it believes constitutes or might constitute material, non-public information which is not otherwise

disclosed in the Prospectus and the Prospectus Supplement. The Company understands and confirms that the Purchasers will rely on the

foregoing representation in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the

Company to the Purchasers regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby,

including the Disclosure Schedules to this Agreement, is true and correct and does not contain any untrue statement of a material fact

or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which

they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement

taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein

or necessary in order to make the statements therein, in the light of the circumstances under which they were made and when made, not

misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to

the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.

(z)

No Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2,

neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers

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

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

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

(aa)

Solvency. Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt

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

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

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

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

of the business conducted by the Company, consolidated and projected capital requirements and capital availability thereof, and (iii)

the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after

taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when

such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature

(taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any

facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization

laws of any jurisdiction within one year from the Closing Date. Schedule 3.1(aa) sets forth as of the date hereof all outstanding

secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For

the purposes of this Agreement, “Indebtedness” means (x) any liabilities for borrowed money or amounts owed in excess

of $50,000 (other than trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and other

contingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s

consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection

or similar transactions in the ordinary course of business; and (z) the present value of any lease payments in excess of $50,000 due

under leases required to be capitalized in accordance with GAAP. Neither the Company nor any Subsidiary is in default with respect to

any Indebtedness.

(bb)

Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a

Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income

and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii)

has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such

returns, reports and declarations and (iii) has set aside In its books provision reasonably adequate for the payment of all material

taxes for periods subsequent to the periods which such returns, reports or declarations apply. There are no unpaid taxes in any material

amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no

basis for any such claim.

(cc)

Foreign Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any

agent or other person acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful

contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful

payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate

funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf

of which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of FCPA.

(dd)

Accountants. The Company’s independent registered public accounting firm is CBIZ CPAs P.C. To the knowledge and belief of

the Company, such accounting firm (i) is a registered public accounting firm as required by the Exchange Act and (ii) shall express its

opinion with respect to the financial statements to be included in the Company’s Annual Report for the fiscal year ended December

31, 2026.

(ee)

Acknowledgment Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each of the Purchasers

is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated

thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar

capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or

any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby

is merely incidental to the Purchasers’ purchase of the Securities. The Company further represents to each Purchaser that the Company’s

decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the

transactions contemplated hereby by the Company and its representatives.

(ff)

Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding

(except for Sections 3.2(f) and 4.13 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchasers has been

asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the

Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified

term; (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales

or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively

impact the market price of the Company’s publicly-traded securities; (iii) any Purchaser, and counter-parties in “derivative”

transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the

Common Stock, and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party

in any “derivative” transaction. The Company further understands and acknowledges that (y) one or more Purchasers may engage

in hedging activities at various times, and (z) such hedging activities (if any) could reduce the value of the existing stockholders’

equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that

such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

(gg)

Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly,

any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate

the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any

of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities

of the Company.

(hh)

FDA. As to each product subject to the jurisdiction of the U.S. Food and Drug Administration (“FDA”) under

the Federal Food, Drug and Cosmetic Act, as amended, and the regulations thereunder (“FDCA”) that is manufactured,

packaged, labeled, tested, distributed, sold, and/or marketed by the Company or any of its Subsidiaries (each such product, a “Pharmaceutical

Product”), such Pharmaceutical Product is being manufactured, packaged, labeled, tested, distributed, sold and/or marketed

by the Company in compliance with all applicable requirements under FDCA and similar laws, rules and regulations relating to registration,

investigational use, premarket clearance, licensure, or application approval, good manufacturing practices, good laboratory practices,

good clinical practices, product listing, quotas, labeling, advertising, record keeping and filing of reports, except where the failure

to be in compliance would not have a Material Adverse Effect. All clinical, pre-clinical and other studies and tests conducted by or

on behalf of, or sponsored by, the Company or any Subsidiary have been, and if still pending are being, conducted in all material respects

in accordance with good clinical practices, good laboratory practices and good manufacturing practices and all other applicable requirements

of the FDA and any comparable regulatory authority. Neither the Company nor any Subsidiary has received any notice, correspondence or

other communication from the FDA or any other governmental entity requiring or threatening the termination or suspension of any clinical

or pre-clinical study conducted by or on behalf of, or sponsored by, the Company or any Subsidiary. There is no pending, completed or,

to the Company’s knowledge, threatened, action (including any lawsuit, arbitration, or legal or administrative or regulatory proceeding,

charge, complaint, or investigation) against the Company or any of its Subsidiaries, and none of the Company or any of its Subsidiaries

has received any notice, warning letter or other communication from the FDA or any other governmental entity, which (i) contests the

premarket clearance, licensure, registration, or approval of, the uses of, the distribution of, the manufacturing or packaging of, the

testing of, the sale of, or the labeling and promotion of any Pharmaceutical Product, (ii) withdraws its approval of, requests the recall,

suspension, or seizure of, or withdraws or orders the withdrawal of advertising or sales promotional materials relating to, any Pharmaceutical

Product, (iii) imposes a clinical hold on any clinical investigation by the Company or any of its Subsidiaries, (iv) enjoins production

at any facility of the Company or any of its Subsidiaries, (v) enters or proposes to enter into a consent decree of permanent injunction

with the Company or any of its Subsidiaries, or (vi) otherwise alleges any violation of any laws, rules or regulations by the Company

or any of its Subsidiaries, and which, either individually or in the aggregate, would have a Material Adverse Effect. Neither the Company

nor any Subsidiary is the subject of any pending or, to the knowledge of the Company, threatened investigation by the FDA pursuant to

its “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities” policy. Neither the Company nor any Subsidiary,

nor, to the knowledge of the Company, any of their respective officers, employees or agents, has been debarred under 21 U.S.C. Section

335a or excluded from participation in any federal health care program, and no such debarment or exclusion proceedings are pending or,

to the knowledge of the Company, threatened. The properties, business and operations of the Company have been and are being conducted

in all material respects in accordance with all applicable laws, rules and regulations of the FDA. The Company has not been informed

by the FDA that the FDA will prohibit the marketing, sale, license or use in the United States of any product proposed to be developed,

produced or marketed by the Company nor has the FDA expressed any concern as to approving or clearing for marketing any product being

developed or proposed to be developed by the Company.

(ii)

Stock Option Plans. Each stock option granted by the Company under the Company’s stock option plan was granted (i) in accordance

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

Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under the

Company’s stock option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company

policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the

release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or

prospects.

(jj)

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

Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective

customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively,

“IT Systems and Data”) and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of

any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and

Data; (ii) the Company and the Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders,

rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations

relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use,

access, misappropriation or modification, except as would not, individually or in the aggregate, have a Material Adverse Effect; (iii)

the Company and the Subsidiaries have implemented and maintained commercially reasonable safeguards to maintain and protect its material

confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company

and the Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices.

(kk)

Compliance with Data Privacy Laws. (i) The Company and the Subsidiaries are, and at all times during the past three years were,

in compliance with all applicable state, federal and foreign data privacy and security laws and regulations, including, as applicable,

the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, “Privacy Laws”);

(ii) the Company and the Subsidiaries have in place, comply with, and take appropriate steps reasonably designed to ensure compliance

with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis

of Personal Data (the “Policies”); (iii) the Company provides accurate notice of its applicable Policies to its customers,

employees, third party vendors and representatives as required by Privacy Laws; and (iv) applicable Policies provide accurate and sufficient

notice of the Company’s then-current privacy practices relating to its subject matter, and do not contain any material omissions

of the Company’s then-current privacy practices, as required by Privacy Laws. “Personal Data” means (i) a natural

person’s name, street address, telephone number, email address, photograph, social security number, bank information, or customer

or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade

Commission Act, as amended; (iii) “personal data” as defined by GDPR; and (iv) any other piece of information that allows

the identification of such natural person, or his or her family, or permits the collection or analysis of any identifiable data related

to an identified person’s health or sexual orientation. None of such disclosures made or contained in any of the Policies have

been inaccurate, misleading, or deceptive in violation of any Privacy Laws and the execution, delivery and performance of the Transaction

Documents will not result in a breach of any Privacy Laws or Policies. Neither the Company nor the Subsidiaries, (i) has, to the knowledge

of the Company, received written notice of any actual or potential liability of the Company or the Subsidiaries under, or actual or potential

violation by the Company or the Subsidiaries of, any of the Privacy Laws; (ii) is currently conducting or paying for, in whole or in

part, any investigation, remediation or other corrective action pursuant to any regulatory request or demand pursuant to any Privacy

Law; or (iii) is a party to any order, decree, or agreement by or with any court or arbitrator or governmental or regulatory authority

that imposed any obligation or liability under any Privacy Law.

(ll)

Office of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director,

officer, agent, employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the

Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).

(mm)

U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within

the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s

request.

(nn)

Bank Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company

Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the

“Federal Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly,

five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total

equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its

Subsidiaries or Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject

to the BHCA and to regulation by the Federal Reserve.

(oo)

Money Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with

applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended,

applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”),

and no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company

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

(pp)

Material Contracts and Government Grants. Except as set forth in the SEC Reports or on Schedule 3.1(pp), neither the Company

nor any Subsidiary is a party to or bound by any contract, agreement, license or arrangement that (i) is a license, collaboration, co-development

or strategic alliance agreement relating to any product candidate of the Company or any Subsidiary, (ii) is a contract with any contract

research organization, contract manufacturing organization, or other third-party service provider material to the development, testing,

manufacture or commercialization of any product candidate of the Company or any Subsidiary, or (iii) involves any pending or outstanding

grant, subsidy, award or funding arrangement from any governmental authority or agency, including the California Institute for Regenerative

Medicine (collectively, “Material Contracts”). Each Material Contract is valid, binding, enforceable and in full force

and effect in all material respects, and neither the Company nor any Subsidiary, nor, to the knowledge of the Company, any other party

thereto, is in default or breach thereunder, except as could not reasonably be expected to result in a Material Adverse Effect. The Company

and each Subsidiary is in compliance in all material respects with the terms and conditions of each governmental grant, subsidy, award

or funding arrangement to which it is a party, and neither the Company nor any Subsidiary has received written notice of any pending

or threatened proceeding relating to the termination, revocation or modification thereof which could reasonably be expected to result

in a Material Adverse Effect.

3.2

Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and

warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case

they shall be accurate as of such date):

(a)

Organization; Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and

in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited

liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents

and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance

by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate,

partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to

which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof,

will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except:

(i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general

application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific

performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited

by applicable law.

(b)

Understandings or Arrangements. Such Purchaser is acquiring the Securities as principal for its own account and has no direct

or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this

representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or

otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the

ordinary course of its business.

(c)

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, it will be either:

(i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12), or (a)(13) under

the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act.

(d)

Experience of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication

and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment

in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of

an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

(e)

Access to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including

all exhibits and schedules thereto) and the SEC Reports and has been afforded, (i) the opportunity to ask such questions as it has deemed

necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the

Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition,

results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the

opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that

is necessary to make an informed investment decision with respect to the investment.

(f)

Certain Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has

not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any

purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser

first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material

pricing terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing,

in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of

such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers

managing other portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion

of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other

than to other Persons party to this Agreement or to such Purchaser’s representatives, including, without limitation, its officers,

directors, partners, legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the confidentiality of

all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding

the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions,

with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

(g)

No Voting Agreements. The Purchaser is not a party to any agreement or arrangement, whether written or oral, between the Purchaser

and any other Purchaser and any of the Company’s stockholders as of the date hereof, regulating the management of the Company,

the stockholders’ rights in the Company, the transfer of shares in the Company, including any voting agreements, stockholder agreements

or any other similar agreement, even if its title is different or has any other relations or agreements with any of the Company’s

stockholders, directors or officers.

(h)

Brokers. No agent, broker, investment banker, person or firm acting in a similar capacity on behalf of or under the authority

of the Purchaser is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee, directly

or indirectly, for which the Company or any of its Affiliates after the Closing could have any liabilities in connection with this Agreement,

any of the transactions contemplated by this Agreement, or on account of any action taken by the Purchaser in connection with the transactions

contemplated by this Agreement.

(i)

Independent Advice. Each Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf

of the Company to the Purchaser in connection with the purchase of the Shares constitutes legal, tax or investment advice.

The

Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s

right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties

contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement

or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained

herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order

to effect Short Sales or similar transactions in the future.

ARTICLE

IV.

OTHER

AGREEMENTS OF THE PARTIES

4.1

Issuance of Shares. The Shares shall be issued free of legends.

4.3

Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security

(as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the

rules and regulations of any Trading Market such that it would require stockholder approval prior to the closing of such other transaction

unless stockholder approval is obtained before the closing of such subsequent transaction.

4.4

Securities Laws Disclosure; Publicity. The Company shall (a) by the Disclosure Time, issue a press release disclosing the material

terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits

thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company

represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers

by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees, agents or Affiliates, in connection

with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release, the

Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral,

between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates, on the

one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate and be of no further force or effect.

The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities

of the Company. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the

transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any

such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior

consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed,

except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice

of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser,

or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior

written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction

Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the

Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b) and reasonably cooperate with

such Purchaser regarding such disclosure.

4.5

Shareholder Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person,

that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill

(including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by

the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving

Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

4.6

Non-Public Information. Except with respect to the material pricing terms and conditions of the transactions contemplated by the

Transaction Documents, which shall be disclosed pursuant to Section 4.4, the Company covenants and agrees that neither it, nor any other

Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that constitutes, or the Company

reasonably believes constitutes, material non-public information, unless prior thereto such Purchaser shall have consented in writing

to the receipt of such information and agreed in writing with the Company to keep such information confidential. The Company understands

and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To

the extent that the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates

delivers any material, non-public information to a Purchaser without such Purchaser’s consent, the Company hereby covenants and

agrees that such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective

officers, directors, Affiliates, employees or agents, or a duty to the Company, any of its Subsidiaries or any of their respective officers,

directors, Affiliates, employees or agents, not to trade on the basis of, such material, non-public information, provided that the Purchaser

shall remain subject to applicable law. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains,

material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously with the delivery of such

notice file such notice with the Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that each

Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company.

4.7

Use of Proceeds. Except as set forth on Schedule 4.7 attached hereto, the Company shall use the net proceeds from the sale

of the Securities hereunder for working capital purposes and shall not use such proceeds: (a) for the satisfaction of any portion of

the Company’s debt (other than payment of trade payables in the ordinary course of the Company’s business and prior practices),

(b) for the redemption of any Common Stock or Common Stock Equivalents, (c) for the settlement of any outstanding litigation or (d) in

violation of FCPA or OFAC regulations.

4.8

Indemnification of Purchasers. Subject to the provisions of this Section 4.8, the Company will indemnify and hold each Purchaser

and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent

role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser

(within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders,

agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding

a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all

losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements,

court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result

of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement

or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their

respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the

transactions contemplated by the Transaction Documents (unless such action is solely based upon a material breach of such Purchaser Party’s

representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may

have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser

Party which is finally judicially determined to constitute fraud, gross negligence or willful misconduct). If any action shall be brought

against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly

notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably

acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate

in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent

that (x) the employment thereof has been specifically authorized by the Company in writing, (y) the Company has failed after a reasonable

period of time to assume such defense and to employ counsel or (z) in such action there is, in the reasonable opinion of counsel, a material

conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Company

shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to

any Purchaser Party under this Agreement (1) for any settlement by a Purchaser Party effected without the Company’s prior written

consent, which shall not be unreasonably withheld or delayed; or (2) to the extent, but only to the extent that a loss, claim, damage

or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements

made by such Purchaser Party in this Agreement. The indemnification required by this Section 4.8 shall be made by periodic payments of

the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred; provided, that

if any Purchaser Party is finally judicially determined not to be entitled to indemnification or payment under this Section 4.8, such

Purchaser Party shall promptly reimburse the Company for any payments that are advanced under this sentence. The indemnity agreements

contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and

any liabilities the Company may be subject to pursuant to law.

4.9

Reserved.

4.10

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock

on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all

of the Shares on such Trading Market and promptly secure the listing of all of the Shares on such Trading Market. The Company further

agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application

all of the Shares, and will take such other action as is necessary to cause all of the Shares to be listed or quoted on such other Trading

Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its

Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under

the bylaws or rules of the Trading Market. The Company agrees to use best efforts to maintain the eligibility of the Common Stock for

electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation,

by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic

transfer.

4.11

Standstill. For a period of forty-five (45) days after the Closing Date (the “Standstill Period”), the Company

shall not, directly or indirectly, issue, offer, sell, grant any option or right to purchase, or otherwise dispose of (or announce any

issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or

related security (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated

under the Securities Act), any Common Stock Equivalents or any debt, preferred stock or other instrument or security that is, at any

time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock or Common Stock Equivalents)

(any such issuance, a “Subsequent Placement”), without the prior written consent of Purchasers holding more than 50%

in interest of the Shares purchased hereunder (or, prior to the Closing, Purchasers holding more than 50% in interest of the Shares to

be purchased hereunder). Notwithstanding the foregoing, this Section 4.11 shall not apply to any Exempt Issuance.

4.12

Equal Treatment of Purchasers. No consideration (including any modification of this Agreement) shall be offered or paid to any

Person to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration is also offered

to all of the parties to this Agreement. For clarification purposes, this provision constitutes a separate right granted to each Purchaser

by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers as a class and shall

not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition or voting of

Securities or otherwise.

4.13

Certain Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that

neither it, nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including

Short Sales, of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at

such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as

described in Section 4.4. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the

transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described

in Section 4.4, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included

in the Transaction Documents and the Disclosure Schedules (other than as disclosed to its legal and other representatives). Notwithstanding

the foregoing and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees

that (i) no Purchaser makes any representation, warranty or covenant hereby that it will not engage in effecting transactions in any

securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to

the initial press release as described in Section 4.4, (ii) no Purchaser shall be restricted or prohibited from effecting any transactions

in any securities of the Company in accordance with applicable securities laws from and after the time that the transactions contemplated

by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4 and (iii) no Purchaser

shall have any duty of confidentiality or duty not to trade in the securities of the Company to the Company, any of its Subsidiaries,

or any of their respective officers, directors, employees, Affiliates or agent, after the issuance of the initial press release as described

in Section 4.4. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate

portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the

investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the covenant set forth

above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase

the Securities covered by this Agreement.

4.14

Lock-Up Agreements. The Company shall not amend, modify, waive or terminate any provision of any of the Lock-Up Agreements except

to extend the term of the lock-up period and shall enforce the provisions of each Lock-Up Agreement in accordance with its terms. If

any party to a Lock-Up Agreement breaches any provision of a Lock-Up Agreement, the Company shall promptly use its best efforts to seek

specific performance of the terms of such Lock-Up Agreement.

ARTICLE

MISCELLANEOUS

5.1

Termination. This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without

any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the

Closing has not been consummated on or before the fifth (5th) Trading Day following the date hereof; provided, however,

that no such termination will affect the right of any party to sue for any breach by any other party (or parties).

5.2

Fees and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and

expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the

negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees, stamp

taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers.

5.3

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, the Prospectus and the Prospectus

Supplement, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior

agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such

documents, exhibits and schedules.

5.4

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

writing and shall be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is

delivered via email attachment at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New

York City time) on a Trading Day, (b) the next Trading Day after the time of transmission, if such notice or communication is delivered

via email attachment at the email address as set forth on the signature pages attached hereto on a day that is not a Trading Day or later

than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if

sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required

to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto. To the extent

that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the

Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form

8-K.

5.5

Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument

signed, in the case of an amendment, by the Company and Purchasers which purchased at least 50.1% which purchased at least 50.1% in interest

of the Shares in this offering (or, prior to the Closing, the Company and each Purchaser) or, in the case of a waiver, by the party against

whom enforcement of any such waived provision is sought, provided that if any amendment, modification or waiver disproportionately and

adversely impacts a Purchaser (or group of Purchasers), the consent of at least 50.1% in interest of such disproportionately impacted

Purchaser (or group of Purchasers) shall also be required. No waiver of any default with respect to any provision, condition or requirement

of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other

provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner

impair the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially and adversely affects the

rights and obligations of any Purchaser relative to the comparable rights and obligations of the other Purchasers shall require the prior

written consent of such adversely affected Purchaser. Any amendment effected in accordance with this Section 5.5 shall be binding upon

each Purchaser and holder of Securities and the Company.

5.6

Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to

limit or affect any of the provisions hereof.

5.7

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and

permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent

of each Purchaser (other than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom

such Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing to be bound, with respect to the

transferred Securities, by the provisions of the Transaction Documents that apply to the “Purchasers.”

5.8

No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors

and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise

set forth in Section 4.8.

5.9

Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents

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 Agreement and any other Transaction Documents (whether brought against a party hereto

or its 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 (including with respect to the enforcement of

any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that

it is not personally subject to the jurisdiction of any such court, that such 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 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 Agreement 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 any party shall commence an Action or Proceeding to enforce any provisions of the Transaction

Documents, then, in addition to the obligations of the Company under Section 4.8, the prevailing party in such Action or Proceeding shall

be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation,

preparation and prosecution of such Action or Proceeding.

5.10

Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.

5.11

Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one

and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party,

it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by e-mail delivery

(including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic

Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method, such signature shall be deemed

to have been duly and validly delivered and shall create a valid and binding obligation of the party executing (or on whose behalf such

signature is executed) with the same force and effect as if such “.pdf” signature page were an original thereof.

5.12

Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to

be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall

remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially

reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated

by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would

have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared

invalid, illegal, void or unenforceable.

5.13

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions

of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction

Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may

rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election

in whole or in part without prejudice to its future actions and rights.

5.14

Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed,

the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation),

or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to

the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also

pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.

5.15

Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages,

each of the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that

monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction

Documents and hereby agree to waive and not to assert in any Action for specific performance of any such obligation the defense that

a remedy at law would be adequate.

5.16

Payment Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document

or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise

or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by

or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including,

without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such

restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect

as if such payment had not been made or such enforcement or setoff had not occurred.

5.17

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document

are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance

or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other

Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as

a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way

acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each

Purchaser shall be entitled to independently protect and enforce its rights including, without limitation, the rights arising out of

this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional

party in any Proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation

of the Transaction Documents. The Company has elected to provide all Purchasers with the same terms and Transaction Documents for the

convenience of the Company and not because it was required or requested to do so by any of the Purchasers. It is expressly understood

and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company and a Purchaser,

solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers. Notwithstanding anything

to the contrary in the foregoing, each of the Purchasers has been advised, and is being advised by this Agreement, to consult with an

attorney before executing this Agreement, and each Purchaser has consulted (or had the opportunity to consult) with counsel of such Purchaser’s

choice concerning the terms and conditions of this Agreement and the other Transaction Documents for a reasonable period of time prior

to the execution hereof and thereof.

5.18

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

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

Day.

5.19

Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise

the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against

the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each

and every reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse

and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the

date of this Agreement.

5.20

WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY,

THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY,

IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

(Signature

Pages Follow)

WITNESS WHEREOF, the parties hereto have caused this Stock Purchase Agreement to be duly executed by their respective authorized signatories

as of the date first indicated above.

CALIDI BIOTHERAPEUTICS, INC.

Address

for Notice:

4475

Executive Drive, Suite 200

By:

San

Diego, CA 92121

Name:

Eric

Poma

Attn:

Eric Poma

Title:

Chief

Executive Officer

Chief

Executive Officer

E-Mail:

epoma@calidibio.com

Telephone:

[●]

With

a copy to (which shall not constitute notice):

Sichenzia

Ross Ference Carmel LLP

1185

Avenue of the Americas

New

York, New York 10036

Attention:

Marcelle Balcombe

Telephone:

212-930-9700

Email:

MBalcombe@srfc.law

[REMAINDER

OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE

PAGE FOR PURCHASER FOLLOWS]

[PURCHASER

SIGNATURE PAGES TO CLDI STOCK PURCHASE AGREEMENT]

WITNESS WHEREOF, the undersigned have caused this Stock Purchase Agreement to be duly executed by their respective authorized signatories

as of the date first indicated above.

Name

of Purchaser: ________________________________________________________

Signature

of Authorized Signatory of Purchaser: _________________________________

Name

of Authorized Signatory: _______________________________________________

Title

of Authorized Signatory: ________________________________________________

Address of Authorized Signatory: ________________________________________

Address

for Notice to Purchaser:

Subscription

Amount: $_________________

Common

Stock: _________________

EIN Number: _______________________

☐

Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to

purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the

Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii)

the Closing shall occur on the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing

contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed

of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead

be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate

or the like or purchase price (as applicable) to such other party on the Closing Date.

Schedule

Free

Writing Prospectus

None

EX-99.1

Filename: ex99-1.htm · Sequence: 4

Exhibit

99.1

Calidi

Biotherapeutics Announces $1.2 Million Registered Direct Offering

SAN

DIEGO, September 17, 2026 – Calidi Biotherapeutics, Inc. (NYSE American: CLDI) (“Calidi” or the “Company”),

a biotechnology company pioneering the development of targeted genetic medicines, today announced that it has entered into a definitive

stock purchase agreement with certain accredited investors and/or qualified institutional buyers for the purchase and sale of 1,025,640

shares of the Company’s common stock, in a registered direct offering, at a per share purchase price of $1.17.

The

closing of the registered direct offering is expected to occur on or about September 18, 2026, subject to the satisfaction of customary

closing conditions.

The

gross proceeds to Calidi from the registered direct offering, before deducting offering expenses payable by the Company, are expected

to be approximately $1.2 million. Calidi intends to use the net proceeds from the offering for working capital and for general corporate

purposes.

The

securities described above are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-282456), which was

declared effective by the United States Securities and Exchange Commission (“SEC”) on October 10, 2024. The registered direct

offering is being made only by means of a prospectus, including a prospectus supplement, which is part of the effective registration

statement, that will be filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained,

when available, on the SEC’s website at http://www.sec.gov.

This

press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described therein, nor

shall there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to

registration or qualification under the securities laws of such jurisdiction.

About

Calidi Biotherapeutics

Calidi

Biotherapeutics (NYSE American: CLDI) is a biotechnology company pioneering the development of targeted therapies with the potential

to deliver genetic medicines to distal sites of disease. The Company’s proprietary RedTail platform features an engineered enveloped

oncolytic virus designed for systemic delivery and targeting of metastatic sites. This advanced enveloped technology is intended to shield

the virus from immune clearance, allowing virotherapy to effectively reach tumor sites, induce tumor lysis, and deliver potent genetic

medicine(s) to metastatic locations.

CLD-401,

the lead candidate from the RedTail platform, currently in IND-enabling studies, targets metastatic non-small cell lung cancer, head

and neck cancer, and other tumor types with high unmet medical need. Calidi continues to advance its pipeline utilizing the RedTail platform

including its novel approach to incorporate in situ T-cell engagers in solid tumors.

Calidi

Biotherapeutics is headquartered in San Diego, California. For more information, please visit www.calidibio.com or view Calidi’s

Corporate Presentation here.

-1-

Forward-Looking

Statements

This

press release may contain forward-looking statements for purposes of the “safe harbor” provisions under the United States

Private Securities Litigation Reform Act of 1995. Terms such as “anticipates,” “believe,” “continue,”

“could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,”

“possible,” “potential,” “predicts,” “project,” “should,” “towards,”

“would” as well as similar terms, are forward-looking in nature, but the absence of these words does not mean that a statement

is not forward-looking. These forward-looking statements include, but are not limited to, the Company’s plans strategies, priorities

and key operational initiatives for fiscal year 2026 and 2027, statements concerning key milestones, including certain pre-clinical data,

planned clinical trials, and statements relating to the safety and efficacy of Calidi’s therapeutic candidates in development.

Any forward-looking statements contained in this discussion are based on Calidi’s current expectations and beliefs concerning future

developments and their potential effects and are subject to multiple risks and uncertainties that could cause actual results to differ

materially and adversely from those set forth or implied in such forward-looking statements. These risks and uncertainties include, but

are not limited to, the risk that Calidi is not able to raise sufficient capital to support its current and anticipated clinical trials,

the risk that early results of clinical trials do not necessarily predict final results and that one or more of the clinical outcomes

may materially change following more comprehensive review of the data, and as more patient data becomes available, the risk that Calidi

may not receive FDA approval for some or all of its therapeutic candidates; and, risks related to changes in applicable laws or regulations;

manufacturing and supply chain matters; the availability of capital and other resources; and changes in business, market, economic or

competitive conditions. Other risks and uncertainties are set forth in the section entitled “Risk Factors” and “Cautionary

Note Regarding Forward-Looking Statements” in the Company’s annual report filed with the SEC on Form 10-K on March 27, 2026,

as may be amended or supplemented by other reports we file with the SEC from time to time. We disclaim any obligation to update any forward-looking

statement to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.

Investors

Contact:

IR@calidibio.com

Media

Contact:

PR@calidibio.com

-2-

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Indicate if registrant meets the emerging growth company criteria.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

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-Section 12

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Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Securities Act

-Number 7A

-Section B

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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No definition available.

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

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No definition available.

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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-Publisher SEC

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Local phone number for entity.

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No definition available.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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- Definition

Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Trading symbol of an instrument as listed on an exchange.

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No definition available.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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