Form 8-K

8-K — CURIS INC

Accession: 0001104659-26-116910

Filed: 2026-10-19

Period: 2026-10-16

CIK: 0001108205

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

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — tm2627615d1_8k.htm (Primary)

EX-4.1 — EXHIBIT 4.1 (tm2627615d1_ex4-1.htm)

EX-4.2 — EXHIBIT 4.2 (tm2627615d1_ex4-2.htm)

EX-4.3 — EXHIBIT 4.3 (tm2627615d1_ex4-3.htm)

EX-4.4 — EXHIBIT 4.4 (tm2627615d1_ex4-4.htm)

EX-10.1 — EXHIBIT 10.1 (tm2627615d1_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (tm2627615d1_ex10-2.htm)

EX-10.3 — EXHIBIT 10.3 (tm2627615d1_ex10-3.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2627615d1_8k.htm · Sequence: 1

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0001108205

2026-10-16

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

October 16, 2026

Curis, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware 000-30347 04-3505116

(State or Other Jurisdiction of

Incorporation) (Commission

File

Number) (I.R.S.

Employer Identification

Number)

128 Spring Street, Building C - Suite 500,

Lexington, MA 02421

(Address of Principal Executive Offices) (Zip

Code)

(617) 503-6500

(Registrant's telephone number, including area

code)

Not Applicable

(Former name or former address, if changed since

last report)

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

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

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

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

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

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

Securities registered pursuant to Section 12(b) of

the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, Par Value $0.01 per share

CRIS

Nasdaq Capital Market

Indicate by check mark whether the registrant

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

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

Emerging growth company ¨

If an emerging growth company, indicate by check mark if

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

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

Item 1.01 Entry into a Material Definitive Agreement.

Securities Purchase Agreement

On October 16, 2026, Curis, Inc.

(the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the purchasers named

therein (the “Purchasers”), for the purchase and sale of 16,666,680 shares (the “Shares”) of the Company’s

common stock, par value $0.01 per share (the “Common Stock”) (or pre-funded warrants to purchase shares of Common Stock in

lieu thereof, (the “Pre-Funded Warrants”)) and common warrants to purchase up to 16,666,680 shares of Common Stock (the “Common

Warrants”) at an effective combined price of $0.51 per Share (or $0.50 per Pre-Funded Warrant) and accompanying Common Warrant (the

“Offering”). The Common Warrants have an exercise price of $0.60 per share, will be exercisable six months following their

issuance and will expire five and a half years from the issuance date. The Pre-Funded Warrants have an exercise price of $0.01 per share

and will be exercisable immediately until exercised in full.

The gross proceeds from the Offering are expected to be approximately

$8.5 million, before deducting placement agents’ fees and other Offering expenses. The Company intends to use the net proceeds of

this Offering to fund its research and development activities and for working capital and general corporate purposes. Proceeds from the

Offering are expected to be sufficient to fund operations through the Company's initial Chronic Lymphocytic Leukemia (CLL) data in 5-10

patients in December 2026. The Offering is expected to close on or about October 19, 2026 (the “Closing Date”),

subject to market conditions and the satisfaction of customary closing conditions.

A.G.P./Alliance Global Partners acted as the lead placement

agent and Laidlaw & Company (UK) Ltd. (together, the “Placement Agents”) acted as co-placement agent in connection

with the Offering.

The Purchase Agreement contains customary

representations, warranties, covenants and agreements by the Company, customary conditions to closing, indemnification obligations, other

obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Purchase Agreement

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

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

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 such Purchase Agreement, a

copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Common Warrants and Pre-Funded Warrants

The Common Warrants will be exercisable

six months following their issuance and will terminate on April 19, 2032.

Under the terms of the Common Warrants,

the Company may not effect the exercise of any Common Warrant, and the Purchasers will not have the right to exercise any portion of any

Common Warrant if, upon giving effect to such exercise, the aggregate number of shares of Common Stock beneficially owned by the Purchaser

(together with its affiliates) would exceed 4.99% or 9.99%, as elected by the Purchaser at the date of issuance, of the number of shares

of the Company’s Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined

in accordance with the terms of such warrant, which percentage may be increased at the Purchaser’s election upon 61 days’

notice to the Company subject to the terms of such warrants, provided that such percentage may in no event exceed 19.99%,. To the extent

that specified beneficial ownership limitations described above restrict the exercise of the Common Warrants, a Purchaser may choose,

in lieu of receiving Common Stock upon exercise of such Warrants, to receive a Pre-Funded Warrant to purchase an identical number of shares

of Common Stock it would have received upon the exercise of its Common Warrant, except that the applicable exercise price of the applicable

Common Warrant will instead be the exercise price less $0.01 per share, and the resulting issued Pre-Funded Warrant will have an exercise

price of $0.01 per share. Each Pre-Funded Warrant will be exercisable immediately upon issuance and continuing through and including the

date the Pre-Funded Warrant is exercised in full.

In certain circumstances, upon a fundamental

transaction (as described in the Common Warrants and Pre-Funded Warrants, as applicable) and generally including any reclassification,

reorganization or recapitalization of the Common Stock, the sale, lease, license, assignment, conveyance, transfer or other disposition

of all or substantially all of the Company’s assets, the Company’s consolidation or merger with or into another person in

which the Company is not the surviving entity, the acquisition of more than 67% of the Company’s outstanding Common Stock, or any

person or group becoming the beneficial owner of 67% of the voting power of the Company’s outstanding Common Stock and in connection

with such transaction the Common Stock is converted into or exchanged for other securities, cash or property), the holders of Common Warrants

(and any Pre-Funded Warrants) will be entitled to receive upon exercise of such warrants the kind and amount of securities, cash or other

property that the holders would have received had they exercised the warrants immediately prior to such fundamental transaction.

Notwithstanding anything to the contrary,

upon certain fundamental transactions, the holders of the Common Warrants will have the right to require the Company or a successor entity

to repurchase such Common Warrants at their value determined using a Black Scholes option pricing formula; provided that if (i) the

fundamental transaction is not approved by the Board of Directors of the Company, and therefore not within the Company’s control,

or (ii) the alternate consideration payable to holders of Common Stock in such fundamental transaction consists of equity securities

of the successor or acquirer that are quoted or listed on a nationally recognized securities exchange, then the holder of such warrants

will only be entitled to receive from the Company or the successor entity the same type or form of consideration (and in the same proportion),

determined based on the value of such warrant using a Black Scholes option pricing formula, that is being offered and paid to the holders

of Common Stock in connection with the fundamental transaction.

The foregoing descriptions of the Pre-Funded

Warrant and Common Warrant do not purport to be complete and are qualified in their entirety by reference to the full text of the Form of

Pre-Funded Warrant and the Form of Common Warrant, copies of which are filed herewith as Exhibit 4.1 and Exhibit 4.2, respectively,

to this Current Report on Form 8-K and are incorporated herein by reference.

Registration Rights Agreement

On October 16, 2026, the Company

entered into a registration rights agreement (the “Registration Rights Agreement”) with the Purchasers, pursuant to which

the Company agreed to register for resale the Shares and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants

and Common Warrants (the “Warrant Shares", and together with the Shares, the “Registrable Securities”). Under the

Registration Rights Agreement, the Company has agreed to file a registration statement covering the resale by the Purchasers of their

Registrable Securities no later than 30 days following the Closing Date (the “Filing Deadline”). The Company has agreed to

use commercially reasonable efforts to cause such registration statement to be declared effective as soon as practicable and to keep such

registration statement effective until the earlier of the date that all Registrable Securities covered by such registration statement

have been sold or can be sold without restriction pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1) (or

any successor thereof) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Company has agreed

to be responsible for all fees and expenses incurred in connection with the registration of the Registrable Securities.

In the event (i) the registration

statement has not been filed by the Filing Deadline, (ii) the registration statement is not declared effective prior to the earliest

of (a) five business days after the date on which the Company is notified by the Securities and Exchange Commission (the “SEC”)

that the registration statement will not be reviewed by the SEC staff or is not subject to further comment by the SEC staff, (b) the

90th day following the closing of the Offering, if the SEC staff determines not to review the registration statement, or (c) the

120th day following the closing of the Offering, if the SEC staff determines to review the registration statement, or (iii) after

the registration statement has been declared effective by the SEC, sales cannot be made pursuant to the registration statement for any

reason, subject to certain limited exceptions, then the Company has agreed to make pro rata payments to each Purchaser as liquidated damages

in an amount equal to 1.0% of the aggregate amount invested by each such Purchaser in the Registrable Securities per 30-day period or

pro rata for any portion thereof for each such 30-day period during which such event continues, subject to certain caps set forth in the

Registration Rights Agreement.

The Company has granted the Purchasers

customary indemnification rights under the Registration Rights Agreement. The Purchasers have also granted the Company customary indemnification

rights under the Registration Rights Agreement. The representations, warranties and covenants contained in the Registration Rights Agreement

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

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

The foregoing description of the Registration

Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such Registration Rights

Agreement, a copy of which is filed herewith as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by

reference.

Amendment to January 2026 Warrants and August 2026

Warrants

The Company also has agreed that certain

existing Series A Common Stock Purchase Warrants (the “Series A Warrants”) and Series C Common Stock Purchase

Warrants (together with the Series A Warrants, the “January Warrants”) to purchase up to 1,126,676 shares of Common

Stock issued by the Company on January 8, 2026 and all of the Common Stock Purchase Warrants to purchase up to 3,733,334 shares of

Common Stock issued by the Company on August 13, 2026 (the “August Warrants”) will be amended such that the January Warrants

and August Warrants will have a reduced exercise price of $0.60 per share.

The foregoing description of the amendments

to the January Warrants and August Warrants does not purport to be complete and is qualified in its entirety by reference to

the full text of such amendments, copies of which is filed herewith as Exhibits 4.3 and 4.4 to this Current Report on Form 8-K and

are incorporated herein by reference.

Placement Agency Agreement

Pursuant to a Placement Agency Agreement

entered into by and among the Company and the Placement Agents on October 16, 2026 (the “Placement Agency Agreement”),

the Company has agreed to pay to the Placement Agents collectively a cash fee of 6.5% of gross proceeds from the total amount of securities

sold, as well as reimburse the placement agents’ reasonable and documented out-of-pocket legal expenses incurred in connection with

the Offering in an aggregate amount not to exceed $85,000 and up to $10,000 in non-accountable expenses.

The foregoing description of the Placement

Agency Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such Placement Agency

Agreement, a copy of which is filed herewith as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by

reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information contained above in Item 1.01 related to the

Offering is hereby incorporated by reference into this Item 3.02. Based in part upon the representations of the Purchasers in the Purchase

Agreement, the offering and sale in the Offering of shares of Common Stock, Pre-Funded Warrants and Common Warrants (collectively, the

“PIPE Securities”) is being conducted pursuant to an exemption from registration under Section 4(a)(2) of the Securities

Act. The PIPE Securities have not been registered under the Securities Act or any state securities laws, and the PIPE Securities may not

be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements.

The Offering will not involve a public offering and will be made without general solicitation or general advertising. The Purchasers represented

that they are institutional “accredited investors” as defined in Rule 501(a)(1), (2), (3), (7), (8) or (9) under

the Securities Act or “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act, and

that they are acquiring the PIPE Securities for investment purposes only and not with a view to any resale, distribution or other disposition

of the PIPE Securities in violation of the United States federal securities laws.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking

statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including, without limitation, any statements

with respect to the Offering, the Company’s expectations regarding its cash runway, the expected closing of the Offering and expected

use of proceeds; any statements relating to the Company’s ongoing trials and programs; and statements of assumptions underlying

any of the foregoing. Forward-looking statements may contain the words "believes," "expects," "anticipates,"

"plans," "intends," "seeks," "estimates," "assumes," "predicts," "projects,"

"targets," "will," "may," "would," "could," "should," "continue,"

"potential," "focus," "strategy," "mission," or similar expressions. Actual results may differ

materially from those indicated by such forward-looking statements. Factors that may cause such a difference include, without limitation,

risks and uncertainties related to market and other conditions, the satisfaction of customary closing conditions related to the Offering

and the impact of general economic, industry or political conditions in the United States or internationally. There can be no assurance

that the Company will be able to complete the Offering on the anticipated terms, or at all. You should not place undue reliance on these

forward-looking statements. Additional risks and uncertainties relating to the Offering, the Company and its business can be found under

the caption “Risk Factors” included in the Company’s Annual Report on Form 10-K for the year ended December 31,

2025, and in other filings that the Company periodically makes with the SEC. In addition, any forward-looking statements represent the

views of the Company only as of today and should not be relied upon as representing the Company’s views as of any subsequent date.

The Company disclaims any intention or obligation to update any of the forward-looking statements after the date of this Current Report

on Form 8-K whether as a result of new information, future events or otherwise, except as may be required by law.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number

Description

4.1

Form of Pre-Funded Warrant

4.2

Form of Common Warrant

4.3

Form of Warrant Amendment

4.4

Form of August Warrant Notice and Consent

10.1

Securities Purchase Agreement, dated

October 16, 2026 by and among the Company and the Purchasers named therein

10.2

Registration Rights Agreement, dated

October 16, 2026, by and among the Company and the Purchasers named therein

10.3

Placement Agency Agreement, dated

October 16, 2026, by and among the Company and the Placement Agents

104

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SIGNATURE

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.

Curis, Inc.

Date:

October 19, 2026

By:

/s/ Diantha Duvall

Diantha Duvall

Chief Financial Officer

EX-4.1 — EXHIBIT 4.1

EX-4.1

Filename: tm2627615d1_ex4-1.htm · Sequence: 2

Exhibit 4.1

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH

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

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

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

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

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

CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

PRE-FUNDED COMMON STOCK PURCHASE WARRANT

CURIS, INC.

Warrant Shares: [●]

Initial Exercise Date: October 19, 2026

Issue Date: October 19, 2026

THIS PRE-FUNDED COMMON STOCK

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

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

the date hereof (the “Initial Exercise Date”) and through and including the date this Warrant is exercised in full

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

(the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”)

of common stock, par value $0.01 per share, of the Company (“Common Stock”). The purchase price of one share of Common

Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b) herein.

Section 1.               Definitions.

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

(the “Purchase Agreement”), dated October 16, 2026, among the Company and the purchasers signatory thereto.

Section 2.               Exercise.

a)             Exercise

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

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

or PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto, and delivered in accordance

with the notice requirements set forth in Section 5(h) (the “Notice of Exercise”). Within the number of Trading

Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid,

the Holder shall deliver the aggregate Exercise Price (as defined below) for the Warrant Shares specified in the applicable Notice of

Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below

is applicable and specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any

medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein

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

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

to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the

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

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

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

the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within two (2) Trading Days of receipt

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

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

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

b)             Exercise

Price. The aggregate exercise price of this Warrant, except for a nominal exercise price of $0.01 per Warrant Share, was pre-funded

to the Company on or prior to the Initial Exercise Date and, consequently, no additional consideration (other than the nominal exercise

price of $0.01 per Warrant Share) shall be required to be paid by the Holder to any Person to effect any exercise of this Warrant. The

Holder shall not be entitled to the return or refund of all, or any portion, of such pre-paid aggregate exercise price under any circumstance

or for any reason whatsoever. The remaining unpaid exercise price per share of Common Stock under this Warrant shall be $0.01, subject

to adjustment hereunder (the “Exercise Price”).

c)             Cashless

Exercise. If at the time of exercise hereof in accordance with the terms hereof there is no effective registration statement registering,

or the prospectus contained therein is not available for the resale of the Warrant Shares by the Holder, then this Warrant may also be

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

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

(A) =

as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice

of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both

executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours”

(as defined in Rule 600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at

the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise

or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s

execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a

Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular

trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable

Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered

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

(B) =

the Exercise Price of this Warrant, as adjusted hereunder; and

(X) =

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

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

If Warrant Shares

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

Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and for purposes of Rule 144, the holding

period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant (provided, in each case, that the Commission

continues to take the position that such treatment is proper at the time of such exercise). The Company agrees not to take any position

contrary to this Section 2(c), except to the extent required by applicable law, rule or regulation.

“Bid Price”

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

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

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

York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average

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

is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market

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

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

Board of Directors of the Company.

“VWAP”

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

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

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

a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume

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

the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The

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

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

in good faith by the Board of Directors of the Company.

d)             Mechanics

of Exercise.

i. Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased

hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s

balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if

the Company is then a participant in such system and either (A) there is an effective registration statement covering the resale

of the Warrant Shares by the Holder or (B) in the case of a cashless exercise of the Warrant, the Warrant Shares are eligible for

resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and in each case, at the request of the Holder,

in electronic book entry form to the account of the Holder or by physical delivery of a certificate, registered in the Company’s

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

such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the number of Trading Days comprising

the Standard Settlement Period subject to the delivery to the Company of the Notice of Exercise and at the time of delivery of the aggregate

Exercise Price to the Company (other than in the case of a cashless exercise) (such date, the “Warrant Share Delivery Date”).

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

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

provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by the Warrant Share

Delivery Date. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number

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

the Notice of Exercise.

ii.             Delivery

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

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

of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be

identical with this Warrant.

iii.             Rescission

Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i) by

the Warrant Share Delivery Date (subject to receipt of the aggregate exercise price for the applicable exercise (other than in the case

of a cashless exercise)), then the Holder will have the right to rescind such exercise.

iv.             Compensation

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

the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section 2(d)(i) above

pursuant to an exercise on or before the Warrant Share Delivery Date (other than a failure caused by incorrect or incomplete information

provided by the Holder to the Company and subject to receipt of the aggregate exercise price for the applicable exercise (other than in

the case of a cashless exercise)), and if after such date the Holder is required by its broker to purchase (in an open market transaction

or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by

the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company

shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage

commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number

of Warrant Shares that the Company was required to deliver, but did not timely deliver, to the Holder in connection with the exercise

at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option

of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored

(in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have

been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases

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

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

shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice within two (2) Trading Days after

the occurrence of a Buy-In indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence

of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder,

at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s

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

v.             No

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

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

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

Exercise Price or round up to the next whole share.

vi.             Charges,

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

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

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

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

exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder or its agent or attorney and the

Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

The Company shall, to the extent applicable, pay all Transfer Agent fees required for processing of any Notice of Exercise and all fees

to the Depository Trust Company (or another established clearing corporation performing similar functions) required for electronic delivery

of the Warrant Shares.

vii.            Closing

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

pursuant to the terms hereof.

e)             Holder’s

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

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

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

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

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

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

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

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

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

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

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

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

ownership shall be calculated in accordance with Section 13(d) of the Exchange Act, it being acknowledged by the Holder that

the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act

and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation

contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities

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

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

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

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

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

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

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

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

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

written notice from the Company or the Transfer Agent to the Holder setting forth the number of shares of Common Stock outstanding.

Upon the written request of a Holder, the Company shall within two (2) Trading Days confirm in writing to the Holder the number of

shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after

giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution

Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership

Limitation” shall be 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance

of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon written notice to the Company, may increase or decrease

the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event

exceeds 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common

Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any

increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to

the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with

the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with

the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give

effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Notwithstanding anything to the contrary

contained herein, the Company shall not effect any exercise of this Warrant, and the Holder shall not be entitled to exercise this Warrant

for a number of Warrant Shares in excess of that number of Warrant Shares which, upon giving effect to such exercise, would cause (i) the

aggregate number of shares of Common Stock beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial

ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act and

the rules and regulations promulgated thereunder, including any “group” of which the Holder is a member, to exceed 19.99%

of the total number of issued and outstanding shares of Common Stock of the Company following such exercise, or (ii) the combined

voting power of the securities of the Company beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial

ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act to exceed

19.99% of the combined voting power of all of the securities of the Company then outstanding following such exercise. For purposes of

this Section 2(e), the aggregate number of shares of Common Stock or voting securities beneficially owned by the Holder and its Affiliates

and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of

the Exchange Act shall include the shares of Common Stock issuable upon the exercise of this Warrant with respect to which such determination

is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (x) exercise of the remaining

unexercised and non-cancelled portion of this Warrant by the Holder and (y) exercise or conversion of the unexercised, non-converted

or non-cancelled portion of any other securities of the Company that do not have voting power (including without limitation any securities

of the Company 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), are subject to a limitation on conversion or exercise analogous to the limitation

contained herein and are beneficially owned by the Holder or any of its Affiliates and other Persons whose beneficial ownership of Common

Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act.

Section 3.               Certain

Adjustments.

a)             Stock

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

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

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

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

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

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

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

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

and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price

of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately

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

immediately after the effective date in the case of a subdivision, combination or re-classification.

b)             Subsequent

Rights Offerings. In addition to (but without duplication of) any adjustments pursuant to Section 3(a) above, if at any

time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property

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

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

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

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

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

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

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

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

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

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

c)             Pro

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

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

without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification,

corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after

the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent

that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise

of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation)

immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the

record holders of shares of Common Stock are to be determined for the participation in such Distribution; provided, however,

that, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial

Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership

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

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

Limitation.

d)             Fundamental

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

transactions effects any merger or consolidation of the Company with or into another Person and the Company is not the surviving entity

(other than reincorporation in a different state or a similar transaction pursuant to which the surviving company remains a public company),

(ii) the Company (and all of its subsidiaries, taken as a whole), directly or indirectly, effects any sale, lease, license, assignment,

transfer, conveyance or other disposition of all or substantially all of the Company’s (including its subsidiaries, taken as a whole)

assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer

(whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange

their shares for other securities, cash or property and has been accepted by the holders of more than 67% of the voting power of the capital

stock of the Company, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification,

reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively

converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related

transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization,

recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group

acquires more than 67% of the voting power of the capital stock of the Company and in connection with such transaction the Common Stock

is converted into or exchanged for other securities, cash or property (each, a “Fundamental Transaction”), then, upon

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

upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to

any limitation in Section 2(d)(viii) on the exercise of this Warrant), the securities, cash and other property of the successor

or acquiring corporation (or ultimate parent thereof) or of the Company, if it is the surviving corporation, as applicable, (the “Alternate

Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for

which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(d)(viii) on

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

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

in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable

manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given

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

choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company

shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”)

to assume in writing all of the obligations of the Company under this Warrant in accordance with the provisions of this Section 3(d) and

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

a written instrument substantially similar in form and substance to this Warrant which is exercisable for the Alternate Consideration,

and with an exercise price which applies the exercise price hereunder to such Alternate Consideration (but taking into account the relative

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

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

prior to the consummation of such Fundamental Transaction). Upon the occurrence of any such Fundamental Transaction, the Successor Entity

shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant

referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company

and shall assume all of the obligations of the Company under this Warrant with the same effect as if such Successor Entity had been named

as the Company herein.

e)             Calculations.

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

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

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

f)             Notice

to Holder.

i. Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this

Section 3, the Company shall promptly deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after

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

such adjustment.

ii. Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution

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

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

or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall

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

Subsidiaries) is a party, any sale or transfer of all or substantially all of its assets, or any compulsory share exchange whereby the

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

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

or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least

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

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

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

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

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

exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation,

merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof

shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided

in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company

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

to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice

except as may otherwise be expressly set forth herein.

Section 4.               Transfer

of Warrant.

a)             Transferability.

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

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

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

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

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

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

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

assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding

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

has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading

Days of the date on which the Holder delivers the Assignment Form attached hereto duly executed by the Holder or its agent or attorney

to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder

for the purchase of Warrant Shares without having a new Warrant issued.

b)             New

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

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

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

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

with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall be

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

c)             Warrant

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

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

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

purposes, absent actual notice to the contrary.

d)             Transfer

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

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

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

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

of this Warrant, as the case may be, comply with the provisions of Section 5.7 of the Purchase Agreement.

e)             Representation

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

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

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

to sales registered or exempted under the Securities Act.

Section 5.               Miscellaneous.

a)             No

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

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

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

to Section 2(c) or to receive cash payments pursuant to Section 2(d)(iv) herein, in no event shall the Company be

required to net cash settle an exercise of this Warrant.

b)             Loss,

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

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

of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include

the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make

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

c)             Saturdays,

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

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

Day.

d)             Authorized

Shares.

The Company covenants

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

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

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

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

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

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

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

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

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

transfer occurring contemporaneously with such issue).

Except and to the

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

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

any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all

times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate

to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the

Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately

prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly

and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable

efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may

be, necessary to enable the Company to perform its obligations under this Warrant.

Before taking any

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

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

body or bodies having jurisdiction thereof.

e)             Governing

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

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

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

contemplated by this Warrant shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party

hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan

for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein,

and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject

to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding.

Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding

by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address

in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and

notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted

by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in

such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and

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

f)             Restrictions.

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

utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

g)             Nonwaiver

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

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

exercise this Warrant terminates on the Termination Date). Without limiting any other provision of this Warrant, if the Company willfully

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

pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’

fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing

any of its rights, powers or remedies hereunder.

h)             Notices.

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

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

service, addressed to the Company, at 128 Spring Street, Building C - Suite 500, Lexington, Massachusetts 02421, Attn: Chief Financial

Officer or e-mail: dduvall@curis.com and notices@curis.com or such other facsimile number, email address or address as the Company may

specify for such purposes by notice to the Holders. Any and all notices or other communications or deliveries to be provided by the Company

hereunder shall be in writing and delivered personally, by facsimile or e-mail, or sent by a nationally recognized overnight courier service

addressed to each Holder at the facsimile number, e-mail address or address of such Holder appearing on the books of the Company. Any

notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the time of transmission,

if such notice or communication is delivered via facsimile at the facsimile number or via e-mail at the e-mail address set forth in this

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

if such notice or communication is delivered via facsimile at the facsimile number or via e-mail at the e-mail address set forth in this

Section on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second

Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt

by the party to whom such notice is required to be given.

i)              Limitation

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

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

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

Company.

j)              Remedies.

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

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

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

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

k)             Successors

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

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

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

by the Holder or holder of Warrant Shares.

l)              Amendment.

This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand, and

the Holder, on the other hand.

m)            Severability.

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

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

extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

n)             Headings.

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

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

(Signature Page Follows)

IN WITNESS WHEREOF, the Company

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

CURIS, INC.

By:

Name: Diantha Duvall

Title: Chief Financial Officer

NOTICE OF EXERCISE

To:       CURIS, INC.

(1) The

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

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

(2) Payment

shall take the form of (check applicable box):

[ ] in lawful money of the United States;

[ ] if permitted the cancellation of

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

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

(3) Please

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

_______________________________

The Warrant Shares shall be delivered to the following

DWAC Account Number:

_______________________________

(4) Accredited

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

1933, as amended.

[SIGNATURE

OF HOLDER]

Name of Investing Entity:

Signature of Authorized Signatory of Investing Entity:

Name of Authorized Signatory:

Title of Authorized Signatory:

Date:

ASSIGNMENT FORM

(To assign the foregoing Warrant, execute this

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

FOR VALUE RECEIVED, the foregoing Warrant and

all rights evidenced thereby are hereby assigned to

Name:

(Please Print)

Address:

(Please Print)

Phone Number:

Email Address:

Dated: _______________ , ______

Holder’s Signature:_____________________________

Holder’s Address:______________________________

EX-4.2 — EXHIBIT 4.2

EX-4.2

Filename: tm2627615d1_ex4-2.htm · Sequence: 3

Exhibit 4.2

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH

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

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

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

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

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

CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

FORM OF WARRANT TO PURCHASE COMMON STOCK

CURIS, INC.

Warrant Shares: [_________] Issue Date: October 19,

2026

THIS WARRANT TO PURCHASE COMMON

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

is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time six (6) months

after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 P.M. New York City time on April 19,

2032 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Curis, Inc., a Delaware corporation

(the “Company”), up to [_________] shares (as subject to adjustment hereunder, the “Warrant Shares”)

of common stock, par value $0.01 per share, of the Company (“Common Stock”). The purchase price of one share of Common

Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b) herein.

Section 1. Definitions.

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

(the “Purchase Agreement”), dated October 16, 2026, among the Company and the purchasers signatory thereto.

Section 2. Exercise.

a) Exercise of Warrant.

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

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

by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto, and delivered in accordance with the notice requirements

set forth in Section 5(h) (the “Notice of Exercise”). Within the number of Trading Days comprising the Standard

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

the aggregate Exercise Price (as defined below) for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer

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