Form 8-K

8-K — MoonLake Immunotherapeutics

Accession: 0001213900-26-071721

Filed: 2026-06-25

Period: 2026-06-23

CIK: 0001821586

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — ea0295766-8k_moonlake.htm (Primary)

EX-1.1 — UNDERWRITING AGREEMENT, DATED JUNE 23, 2026, BY AND BETWEEN MOONLAKE IMMUNOTHERAPEUTICS AND LEERINK PARTNERS LLC (ea029576601ex1-1.htm)

EX-4.1 — FORM OF PRE-FUNDED WARRANT (ea029576601ex4-1.htm)

EX-5.1 — OPINION OF WALKERS (CAYMAN) LLP (ea029576601ex5-1.htm)

GRAPHIC (ea029576601_ex5-1img1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0295766-8k_moonlake.htm · Sequence: 1

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0001821586

2026-06-23

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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):

June 23, 2026

MOONLAKE IMMUNOTHERAPEUTICS

(Exact Name of Registrant as Specified in Its

Charter)

Cayman Islands

001-39630

98-1711963

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

Dorfstrasse 29

6300 Zug

Switzerland

(Address of principal executive offices and Zip

Code)

41 415108022

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A ordinary share, par value $0.0001 per share

MLTX

The 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.

On June 23, 2026,

MoonLake Immunotherapeutics (the “Company”) entered into an underwriting agreement (“Underwriting

Agreement”) with Leerink Partners LLC, as the representative of the underwriters named therein (the

“Underwriters”), to issue and sell, in a public offering (the “Offering”), 9,000,000 Class A ordinary

shares, par value $0.0001 per share (the “Ordinary Shares”), at a public offering price of $20.00 per share (the

“Firm Shares”), and, in lieu of Ordinary Shares to certain investors that so choose, pre-funded warrants to purchase

up to 1,000,000 Ordinary Shares at a public offering price of $19.9999 per pre-funded warrant (the “Pre-Funded

Warrants”). The Pre-Funded Warrants have an exercise price of $0.0001 per share and are exercisable immediately. In addition,

the Company granted the Underwriters an option for a period of 30 days to purchase up to an additional 1,500,000 Ordinary Shares

(the “Option Shares”, and together with the Firm Shares, the “Shares”) at the public offering price less the

underwriting discounts and commissions (the “Option”). The Shares and the Pre-Funded Warrants are collectively referred to herein as the “Securities.”

The exercise price and the number of Ordinary Shares issuable upon exercise of the Pre-Funded Warrants are subject to appropriate adjustments

in the event of certain share dividends and distributions, share splits, share combinations, reclassifications or similar events affecting

the Ordinary Shares. Holders of the

Pre-Funded Warrants will not be entitled to exercise any portion of any Pre-Funded Warrant which, upon giving effect to such

exercise, would cause the aggregate number of Ordinary Shares beneficially owned by the holder (together with its affiliates) to

exceed 4.99% (or 9.99%) of the number of Ordinary Shares outstanding immediately after giving effect to the exercise, as such

percentage ownership is determined in accordance with the terms of the Pre-Funded Warrants. Such percentage may be increased or

decreased by the holder of the Pre-Funded Warrants to any other percentage not in excess of 19.99% upon at least

61 days’ prior notice from the holder to us.

The gross proceeds from the Offering are expected to be $200 million before deducting underwriting

discounts and offering expenses.

The Securities described above were offered pursuant

to a shelf registration statement on Form S-3 (File No. 333-274286), which became effective on September 11, 2023. A final prospectus

supplement dated June 23, 2026 relating to and describing the terms of the Offering was filed with the U.S. Securities and Exchange Commission

on June 24, 2026. The Offering is expected to close on June 25, 2026, subject to the satisfaction of customary closing conditions.

In the Underwriting Agreement, the Company agreed

to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute

payments that the Underwriters may be required to make because of such liabilities.

A copy of the Underwriting Agreement and the

form of Pre-Funded Warrant are filed as Exhibits 1.1 and 4.1, respectively, and are incorporated herein by reference. The foregoing descriptions

of the Underwriting Agreement and the Pre-Funded Warrants do not purport to be complete and are qualified in their entirety by reference

to such exhibits.

Walkers (Cayman) LLP, Cayman counsel to the Company,

has issued an opinion to the Company, dated June 24, 2026, regarding the validity of the issuance and sale of the Securities in the Offering.

A copy of the opinion is filed herewith as Exhibit 5.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

1.1

Underwriting Agreement, dated June 23, 2026, by and between MoonLake Immunotherapeutics and Leerink Partners LLC.

4.1

Form of Pre-Funded Warrant

5.1

Opinion of Walkers (Cayman) LLP

23.1

Consent of Walkers (Cayman) LLP (contained in Exhibit 5.1)

104

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

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.

MOONLAKE IMMUNOTHERAPEUTICS

Date: June 25, 2026

By:

/s/ Matthias Bodenstedt

Name:

Matthias Bodenstedt

Title:

Chief Financial Officer

EX-1.1 — UNDERWRITING AGREEMENT, DATED JUNE 23, 2026, BY AND BETWEEN MOONLAKE IMMUNOTHERAPEUTICS AND LEERINK PARTNERS LLC

EX-1.1

Filename: ea029576601ex1-1.htm · Sequence: 2

Exhibit 1.1

MOONLAKE IMMUNOTHERAPEUTICS

(a Cayman Islands exempted company)

9,000,000 Ordinary Shares

Pre-Funded Warrants to Purchase up to 1,000,000

Ordinary Shares

UNDERWRITING AGREEMENT

June 23, 2026

Leerink Partners LLC

as Representative of the several Underwriters

c/o Leerink Partners LLC

53 State Street, 40th Floor

Boston, MA 02109

Ladies and Gentlemen:

MoonLake Immunotherapeutics,

a Cayman Islands exempted company (the “Company”), confirms its agreement with Leerink Partners LLC (“Leerink

Partners”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,”

which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for which Leerink Partners is

acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company and

the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of Class A ordinary shares, par value $0.0001

per share, of the Company (“Ordinary Shares”) set forth in Schedule A hereto (the “Shares”);

(ii) the sale by the Company and the purchase by the Underwriters of the respective numbers of pre-funded warrants of the Company, in

the form set forth in Exhibit A hereto (the “Pre-Funded Warrants”), each exercisable for one Ordinary Share

at an exercise price of $0.0001 per share (the “Warrant Shares”); and (iii) the grant by the Company to the Underwriters,

acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 1,500,000 additional Ordinary

Shares. The aforesaid 9,000,000 Shares and Pre-Funded Warrants to purchase up to 1,000,000 Ordinary Shares (the “Initial Securities”)

to be purchased by the Underwriters and all or any part of the 1,500,000 Ordinary Shares subject to the option described in Section 2(b)

hereof (the “Option Securities”) are herein called, collectively, the “Securities.”

The Company understands that

the Underwriters propose to make a public offering of the Securities as soon as the Representative deems advisable after this Underwriting

Agreement (this “Agreement”) has been executed and delivered.

The Company has filed with

the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 (No. 333-274286),

covering the public offering and sale of certain securities, including the Securities, under the Securities Act of 1933, as amended (the

“1933 Act”) and the rules and regulations of the Commission promulgated thereunder (the “1933 Act Regulations”),

which shelf registration statement was declared effective on September 11, 2023 under the 1933 Act. Such registration statement, as of

any time, means such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits and

any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant

to Item 12 of Form S-3 under the 1933 Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B

under the 1933 Act Regulations (“Rule 430B”), and is referred to herein as the “Registration Statement;”

provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended

by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered

the “new effective date” of such registration statement with respect to the Securities within the meaning of paragraph (f)(2)

of Rule 430B, including the exhibits and schedules thereto as of such time, the documents incorporated or deemed incorporated by reference

therein at such time pursuant to Item 12 of Form S-3 under the 1933 Act and the documents otherwise deemed to be a part thereof as of

such time pursuant to the Rule 430B. Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein called

the “Rule 462(b) Registration Statement” and, after such filing, the term “Registration Statement” shall

include the Rule 462(b) Registration Statement. Each preliminary prospectus used in connection with the offering of the Securities, including

the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, are collectively

referred to herein as a “preliminary prospectus.” Promptly after execution and delivery of this Agreement, the Company will

prepare and file a final prospectus relating to the Securities in accordance with the provisions of Rule 424(b) under the 1933 Act Regulations

(“Rule 424(b)”). The final prospectus, in the form first furnished or made available to the Underwriters for use in connection

with the offering of the Securities, including the documents incorporated or deemed to be incorporated by reference therein pursuant to

Item 12 of Form S-3 under the 1933 Act, are collectively referred to herein as the “Prospectus.” For purposes of this Agreement,

all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the

foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval

system (or any successor system) (“EDGAR”).

As used in this Agreement:

“Applicable

Time” means 6:30 P.M., New York City time, on June 23, 2026 or such other time as agreed by the Company and the Representative.

“General Disclosure

Package” means any Issuer Free Writing Prospectuses issued at or prior to the Applicable Time, if permitted, the most recent preliminary

prospectus (including any documents incorporated therein by reference) that is distributed to investors prior to the Applicable Time and

the information included on Schedule B-1 hereto, all considered together.

“Issuer Free

Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the 1933 Act Regulations (“Rule

433”), including without limitation any “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations

(“Rule 405”)) relating to the Securities that is (i) required to be filed with the Commission by the Company, (ii)

a “road show for an offering that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required

to be filed with the Commission, or (iii) exempt from filing with the Commission pursuant to Rule 433(d)(5)(i) because it contains a description

of the Securities or of the offering that does not reflect the final terms, in each case in the form filed or required to be filed with

the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).

“Testing-the-Waters

Communication” means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the 1933

Act.

“Written Testing-the-Waters

Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the

1933 Act.

All references in this Agreement

to financial statements and schedules and other information which is “contained,” “included” or “stated”

(or other references of like import) in the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to include

all such financial statements and schedules and other information incorporated or deemed incorporated by reference in the Registration

Statement, any preliminary prospectus or the Prospectus, as the case may be, prior to the execution and delivery of this Agreement; and

all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus

shall be deemed to include the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations

promulgated thereunder (collectively, the “1934 Act”), incorporated or deemed to be incorporated by reference in the

Registration Statement, such preliminary prospectus or the Prospectus, as the case may be, at or after the execution and delivery of this

Agreement.

SECTION 1. Representations

and Warranties.

(a) Representations

and Warranties by the Company. The Company represents and warrants to each Underwriter as of the date hereof, the Applicable Time,

the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter, as follows:

(i) Registration

Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement

and any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration

Statement or any post-effective amendment thereto has been issued by the Commission under the 1933 Act, no order preventing or suspending

the use of any preliminary prospectus or the Prospectus has been issued by the Commission and no proceedings for any of those purposes

have been instituted by the Commission or are pending or, to the Company’s knowledge, contemplated by the Commission. The Company

has complied with each request (if any) from the Commission for additional information.

Each of the Registration

Statement and any post-effective amendment thereto, at the time of its effectiveness and at each deemed effective date with respect to

the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, complied in all material respects with the requirements of

the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the

time each was filed with the Commission, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations.

Each preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical

to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation

S-T.

The documents incorporated

or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time

they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934

Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

The Registration

Statement, any preliminary prospectus and the Prospectus, and the filing of the Registration Statement, any preliminary prospectus and

the Prospectus with the Commission have been duly authorized by and on behalf of the Company, and the Registration Statement has been

duly executed pursuant to such authorization.

(ii) Accurate

Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, at the Closing Time or at any Date

of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material

fact required to be stated therein or necessary to make the statements therein not misleading. As of the Applicable Time, neither of (A)

the General Disclosure Package, nor (B) any individual Written Testing-the-Waters Communication, when considered together with the General

Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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.

Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of

any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include

an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated

by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement

became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together

with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not

and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary

to make the statements therein not misleading.

The representations

and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto),

the General Disclosure Package or the Prospectus (or any amendment or supplement thereto, including any prospectus wrapper) made in reliance

upon and in conformity with written information furnished to the Company by any Underwriter through the Representative expressly for use

therein. For purposes of this Agreement, the only information so furnished shall be the information in the first sentence of the first

paragraph under the caption “Underwriting—Discounts and Commissions,” the second sentence of the first paragraph under

the caption “Underwriting—Price Stabilization, Short Positions and Penalty Bids” in each case contained in the Prospectus

(collectively, the “Underwriter Information”).

(iii) [Reserved].

(iv) Testing-the-Waters

Materials. The Company (A) has not engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with

the consent of the Representative with entities that are qualified institutional buyers within the meaning of Rule 144A under the 1933

Act or institutions that are accredited investors within the meaning of Rule 501 under the 1933 Act and (B) has not authorized anyone

other than the Representative to engage in Testing-the-Waters Communications. The Company reconfirms that the Representative has been

authorized to act on its behalf in undertaking Testing-the-Waters Communications specifically authorized by the Company. The Company has

not distributed any Written Testing-the-Waters Communications other than those listed on Schedule B-2 hereto.

(v) Company

Not Ineligible Issuer. At the time the Company or another offering participant made a bona fide offer (within the meaning of

Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible

issuer,” as defined in Rule 405, without taking account of any determination by the Commission pursuant to Rule 405 that it is not

necessary that the Company be considered an ineligible issuer.

(vi) [Reserved].

(vii) Independent

Accountants. Baker Tilly US, LLP, whose report on the consolidated financial statements of the Company is filed with the Commission

as part of the Company’s most recent annual report on Form 10-K filed with the Commission and incorporated by reference in the Registration

Statement, the General Disclosure Package and the Prospectus, is (i) an independent registered public accounting firm as required by the

1933 Act, the 1934 Act and the rules of the Public Company Accounting Oversight Board (“PCAOB”), (ii) in compliance

with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X under the 1933 Act and

(iii) a registered public accounting firm as defined by the PCAOB whose registration has not been suspended or revoked and who has not

requested such registration to be withdrawn. Baker Tilly US, LLP has not been engaged by the Company to perform any “prohibited

activities” or provided to the Company any “non-audit services” (as defined in Section 10A of the 1934 Act).

(viii) Financial

Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement,

the General Disclosure Package and the Prospectus, together with the related notes and schedules, present fairly in all material respects

the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations,

cash flows and changes in shareholders’ equity of the Company and the Subsidiaries for the periods specified and have been prepared

in compliance in all material respects with the requirements of the 1933 Act and 1934 Act and in conformity in all material respects with

United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved

(except as otherwise noted therein). To the extent applicable, any pro forma financial statements, information or data included or incorporated

by reference in the Registration Statement, the General Disclosure Package and the Prospectus comply in all material respects with the

requirements of Regulation S-X of the 1933 Act, including, without limitation, Article 11 thereof, fairly present, in all material respects,

the information set forth therein, and the assumptions used in the preparation of such pro forma financial statements and data are reasonable,

the pro forma adjustments used therein are appropriate to give effect to the circumstances referred to therein and the pro forma adjustments

have been properly applied to the historical amounts in the compilation of those statements and data. The other financial data set forth

or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus is accurately and fairly

presented and prepared, in all material respects, on a basis consistent with the financial statements and books and records of the Company.

There are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration

Statement, the General Disclosure Package or the Prospectus that are not included or incorporated by reference therein as required. The

Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet

obligations), not disclosed in the Registration Statement, the General Disclosure Package and the Prospectus. All disclosures contained

in the Registration Statement, the General Disclosure Package or the Prospectus that contain “non-GAAP financial measures”

(as such term is defined by the rules and regulations of the Commission) comply, in all material respects, with Regulation G under the

1934 Act and Item 10 of Regulation S-K under the 1933 Act, to the extent applicable. The statistical, industry-related and market-related

data included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus were obtained

or derived from sources which the Company reasonably and in good faith believes are reliable and accurate, in all material respects, such

data agree with the sources from which they are derived, and the Company has obtained the written consent to the use of such data from

such sources to the extent required. To the Company’s knowledge, no person who has been suspended or barred from being associated

with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB,

has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial

data filed with the Commission as a part of the Registration Statement, the General Disclosure Package and the Prospectus.

(ix) Compliance

with the Sarbanes-Oxley Act of 2002. The Company is in compliance with, and there is and has been no failure on the part of the Company

and, to the Company’s knowledge, any of the Company’s directors or officers, in their capacities as such, to comply with,

any applicable provision of the Sarbanes-Oxley Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions

thereof (the “Sarbanes-Oxley Act”) and the rules and regulations promulgated in connection therewith, including Section

402 relating to loans.

(x) No

Material Adverse Change in Business. Subsequent to the respective dates as of which information is given in the Registration Statement

and the Prospectus and except as set forth in the Registration Statement, the General Disclosure Package or the Prospectus: (i) there

has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, in the

condition (financial or otherwise), earnings, results of operations, business, properties, operations, assets, liabilities or prospects

of the Company and its Subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business (a

“Material Adverse Effect”); (ii) neither the Company nor Company’s “subsidiaries” (for purposes of

this Agreement, as defined in Rule 405 under the 1933 Act) (each, a “Subsidiary” and collectively, the “Subsidiaries”)

has (A) incurred any material liability or obligation, indirect, direct or contingent, including without limitation any losses or interference

with its business from fire, explosion, flood, earthquakes, accident or other calamity, whether or not covered by insurance, or from any

strike, labor dispute or court or governmental action, order or decree, that are material, individually or in the aggregate, to the Company

and its Subsidiaries, considered as one entity, (B) entered into any material transactions not in the ordinary course of business or (C)

issued or granted any shares of the Company or the Company’s securities convertible into or exchangeable or exercisable for or that

represent the right to receive shares of the Company other than under the Share Plans; and (iii) there has not been any material decrease

in the share capital or any material increase in any short-term or long-term indebtedness of the Company or any of its Subsidiaries and

there has been no dividend or distribution of any kind declared, paid or made by the Company or, except for dividends paid to the Company

or another Subsidiary, by any Subsidiary on any class of shares, or any repurchase or redemption by the Company or any of its Subsidiaries

of any class of shares.

(xi) Good

Standing of the Company. The Company has been duly incorporated and is validly existing as an exempted company in good standing under

the laws of the Cayman Islands, with full corporate power and authority to acquire, own, lease and operate its properties, and to lease

the same to others, and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus

and to enter into and perform its obligations under this Agreement. The Company is duly qualified to transact business and is in good

standing (where such concept exists) under the laws of each other jurisdiction that requires such qualification, whether by reason of

the ownership or leasing of property or the conduct of business, except to the extent that the failure to be so qualified or in good standing

outside of the Cayman Islands could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

(xii) Good

Standing of the Company’s Subsidiaries. Each of the Subsidiaries has been duly organized and is validly existing in good standing

(where such concept exists) under the laws of the jurisdiction of its organization and has full power and authority to acquire, own, lease

and operate its properties, and to conduct its business as described in the Registration Statement, the General Disclosure Package and

the Prospectus. Each Subsidiary is duly qualified to transact business and is in good standing (where such concept exists) under the laws

of each jurisdiction that requires such qualification, whether by reason of the ownership or leasing of property or the conduct of business,

except to the extent that the failure to be so qualified or in good standing could not reasonably be expected, individually or in the

aggregate, to have a Material Adverse Effect. All of the issued and outstanding share capital or other equity or ownership interests of

each Subsidiary has been duly authorized and validly issued, is fully paid and nonassessable, has been issued in compliance with federal,

state and local securities laws and, except as described in the Registration Statement, the General Disclosure Package and the Prospectus,

is owned by the Company, directly or through other wholly-owned Subsidiaries, free and clear of any security interest, mortgage, pledge,

lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other

entity, other than the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K filed with the

Commission. No Subsidiary is prohibited or restricted, directly or indirectly, from paying dividends to the Company, from making any other

distribution with respect to such Subsidiary’s equity securities, from repaying to the Company or any other Subsidiary any amounts

that may from time to time become due under any loans or advances to such Subsidiary from the Company or from transferring any property

or assets to the Company or to any other Subsidiary.

(xiii) Capitalization.

The Company has the authorized and outstanding capitalization as set forth in the Company’s most recent periodic report on Form

10-K or Form 10-Q, as the case may be, as of the dates referred to therein (subject, in each case, to the issuance of Securities under

this Agreement, the issuance of Ordinary Shares upon exercise of share options and warrants disclosed as outstanding as of the date hereof

in the Registration Statement, the General Disclosure Package and the Prospectus and the grant of options under existing share option

plans described in the Registration Statement, the General Disclosure Package and the Prospectus). The Ordinary Shares conform in all

material respects to the description thereof contained in the Registration Statement, the General Disclosure Package and the Prospectus,

including under the heading “Description of Shares.” All of the issued and outstanding share capital or other equity or ownership

interest of the Company (including the Ordinary Shares) has been duly authorized and validly issued and is fully paid and nonassessable,

has been issued in compliance with all federal, state and local securities laws and is free and clear of any security interest, mortgage,

pledge, lien, encumbrance or adverse claim. None of the outstanding capital shares of the Company were issued in violation of any preemptive

rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. Except as summarized in

the Registration Statement, the General Disclosure Package and the Prospectus, there are no authorized or outstanding options, warrants,

preemptive rights, rights of first refusal or other rights to purchase or subscribe for, or equity or debt securities convertible into

or exchangeable or exercisable for, any share capital of the Company or any of its Subsidiaries or to which the Company or any of its

Subsidiaries is a party or by which any of them may be bound. The descriptions of the Company’s equity incentive plan, share option

plans and other share plans or arrangements described in the Prospectus and in effect as of the date hereof (collectively, the “Share

Plans”) and the options or other rights granted thereunder, set forth in the Prospectus accurately and fairly present the information

required to be shown with respect to such Share Plans and the options or other rights granted thereunder.

(xiv) Authorization

of Agreement. This Agreement has been duly authorized, executed and delivered by the Company.

(xv) Authorization

and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance

and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against

payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities

is not subject to the preemptive or other similar rights of any securityholder of the Company. The Pre-Funded Warrants have been duly

authorized by the Company and, when executed and delivered by the Company, will be valid and binding agreements of the Company, enforceable

against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization,

moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles. The

Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient

to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Pre-Funded Warrants in accordance

therewith (and provided that a sufficient number of authorized but unissued Ordinary Shares are available), will be validly issued and

fully paid and nonassessable and will conform to the descriptions thereof in the Registration Statement, the General Disclosure Package

and the Prospectus. The issuance of the Warrant Shares is not subject to any preemptive rights or other similar rights of any securityholder

of the Company. The Ordinary Shares conform to all statements relating thereto contained in the Registration Statement, the General Disclosure

Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same. No holder of Securities

will be subject to personal liability by reason of being such a holder. The issuance and sale of the Securities as contemplated hereby

shall not be subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Securities.

When issued and delivered by the Company against payment therefor pursuant to this Agreement, and, following the transfer agent of the

Company updating the register of members of the Company to reflect the issuance of any such Securities, the purchasers of the Securities

issued and sold hereunder will acquire good, marketable and valid title to such Securities, free and clear of all pledges, liens, security

interests, charges, claims or encumbrances. The issuance and sale of the Securities as contemplated hereby will not cause any holder of

any share capital, securities convertible into or exchangeable or exercisable for share capital or options, warrants or other rights to

purchase share capital or any other securities of the Company to have any right to acquire any preference shares of the Company. There

are no restrictions upon the voting or transfer of the Ordinary Shares under the Company’s Memorandum and Articles of Association,

as amended (the “Memorandum and Articles of Association”), other similar organizational document or any agreement or

other instrument to which the Company is a party or otherwise filed as an exhibit to the Company’s most recent annual report on

Form 10-K.

(xvi) Registration

Rights. There are no persons (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the 1933 Act) with registration

or other similar rights to have any equity or debt securities of the Company registered for sale under the Registration Statement or included

in the offering contemplated by this Agreement, except for such rights as have been duly waived in a writing previously furnished to the

Underwriters.

(xvii) Absence

of Violations, Defaults and Conflicts. Neither the Company nor any Subsidiary is in violation or default of (i) any provision of its

Memorandum and Articles of Association, bylaws, limited liability company agreement, certificate or agreement of limited or general partnership,

or other similar organizational documents, as the case may be, of such entity, (ii) the terms of any indenture, contract, lease, mortgage,

deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party

or bound or to which its property or assets is subject (collectively, “Agreements and Instruments”), or (iii) any statute,

law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or

other authority having jurisdiction over the Company, any of its Subsidiaries or any of their respective properties or assets (each, a

“Governmental Entity”), as applicable, except, in the case of clauses (ii) and (iii) above, for any such default or

violation that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The execution,

delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement,

the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from

the sale of the Securities as described therein under the caption “Use of Proceeds”) and compliance by the Company

with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without

the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below)

under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or its

Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens,

charges or encumbrances that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor

will such action result in any violation of the provisions of the charter, by-laws or similar organizational document of the Company or

its Subsidiaries or any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a

“Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness

(or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion

of such indebtedness by the Company or its Subsidiaries.

(xviii) 1934

Act Registration and Nasdaq Listing. The Company is subject to and in compliance in all material respects with the reporting requirements

of Section 13 or Section 15(d) of the 1934 Act. The Ordinary Shares are registered pursuant to Section 12(b) of the 1934 Act and are listed

on the Nasdaq Capital Market (“Nasdaq”), and the Company has taken no action designed to, or reasonably likely to have

the effect of, terminating the registration of the Ordinary Shares under the 1934 Act or delisting the Ordinary Shares from Nasdaq, nor

has the Company received any notification that the Commission or Nasdaq is contemplating terminating such registration or listing. The

Company is in compliance with the current listing standards of Nasdaq. The Company has filed a Notification of Listing of Additional Shares

with Nasdaq with respect to the Securities.

(xix) Absence

of Labor Dispute. No labor dispute with the employees of the Company or any of its Subsidiaries exists or, to the Company’s

knowledge, is threatened or imminent, and the Company is not aware of any existing, threatened or imminent labor disturbance by the employees

of any of its or any of its Subsidiaries’ principal suppliers, manufacturers, contractors or customers, in each case that would

reasonably be expected to result in a Material Adverse Effect. None of the employees of the Company or any of its Subsidiaries is represented

by a union and, to the knowledge of the Company, no union organizing activities are taking place. Neither the Company nor any of its Subsidiaries

has violated (or received notice of any violation of) any federal, state or local law or foreign law relating to the discrimination in

hiring, promotion or pay of employees, nor any applicable wage or hour laws, or the rules and regulations thereunder, or analogous foreign

laws and regulations, which would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(xx) Absence

of Proceedings. There is no legal or governmental proceeding to which the Company or any of its Subsidiaries is a party or of which

any property or assets of the Company or any of its Subsidiaries is the subject, including any proceeding before the U.S. Food and Drug

Administration (“FDA”), the European Medicines Agency (“EMA”) or any foreign, local, national or

other governmental agency with jurisdiction over the types of products being developed by the Company that is required to be described

in the Registration Statement, the General Disclosure Package or the Prospectus and is not described therein, or which, individually or

in the aggregate, if determined adversely to the Company or any of its Subsidiaries, could reasonably be expected to have a Material Adverse

Effect; and, to the knowledge of the Company, no such proceedings are threatened or contemplated by governmental or regulatory authorities

or threatened by others. The Company and its Subsidiaries (i) have not received notice of any claim, action, suit, proceeding, hearing,

enforcement, investigation, arbitration or other action from any governmental authority or third party alleging that any product operation

or activity is in violation of any Applicable Laws or Governmental Permits and have no knowledge that any such governmental authority

or third party is considering any such claim, litigation, arbitration, action, suit, investigation or proceeding and (ii) have not received

notice that any governmental authority has taken, is taking or intends to take action to limit, suspend, modify or revoke any Governmental

Permits and the Company has no knowledge that any such governmental authority is considering such action.

(xxi) Accuracy

of Exhibits. There is no statute, regulation, contract, agreement or other document required to be described in the Registration Statement,

the General Disclosure Package or the Prospectus, or to be filed as an exhibit to the Registration Statement which is not described or

filed as required. The statements set forth or incorporated by reference in the Prospectus, insofar as they purport to constitute summaries

of the terms of the statutes, regulations, contracts, agreements or other documents described and filed, constitute accurate summaries

of the terms thereof in all material respects. The statements set forth or incorporated by reference in the Prospectus under the headings

“Material U.S. Federal Income Tax Consequences to Non-U.S. Holders,” “Risk Factors,” “Business—Intellectual

Property,” “Business—The Merck Healthcare KGaA (Darmstadt, Germany) License Agreement,” “Business—Government

Regulation,” “Legal Proceedings,” and “Description of Shares,” insofar as such statements summarize legal

matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries, in all material respects, of such legal

matters, agreements, documents or proceedings. Neither the Company nor any of its Subsidiaries has sent or received any communication

regarding termination of, or intent not to renew or render performance under, any of the contracts or agreements referred to or described

in the Prospectus or any free writing prospectus, or referred to or described in, or filed as an exhibit to, the Registration Statement,

and no such termination or non-renewal has been threatened by the Company or any of its Subsidiaries or, to the Company’s knowledge,

any other party to any such contract or agreement, which threat of termination or non-renewal has not been rescinded as of the date hereof.

(xxii) Absence

of Further Requirements. No consent, approval, license, permit, qualification, authorization or other order or decree of, or registration

or filing with, any court or other governmental, taxing or regulatory authority or agency, is required for the Company’s execution,

delivery and performance of this Agreement or consummation of the transactions contemplated hereby or by the Registration Statement, the

Pre-Funded Warrants, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities hereunder and

the issuance of the Warrant Shares upon exercise of the Pre-Funded Warrants), except such as have been already obtained or made or as

may be required under the 1933 Act, applicable state securities or Blue Sky laws, applicable rules of Nasdaq, or Rule 5110 of the Financial

Industry Regulatory Authority, Inc. (“FINRA”).

(xxiii) Possession

of Licenses and Permits. The Company and its Subsidiaries possess and are operating in compliance with such valid and current certificates,

authorizations or permits required by United States federal, state or foreign regulatory agencies or bodies to conduct their respective

businesses as currently conducted and as described in the Registration Statement, the General Disclosure Package and the Prospectus (collectively,

“Permits”), except for any such failure to possess or operate in compliance with as would not reasonably be expected

to have, individually or in the aggregate, a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is in violation

of, or in default under, any of the Permits or has received any written notice of proceedings relating to the revocation, or modification

of, or non-compliance with, any such certificate, authorization or permit, which, individually or in the aggregate, if the subject of

an unfavorable decision, ruling or finding, could reasonably be expected to result in a Material Adverse Effect.

(xxiv) The

Company and each of its Subsidiaries (i) are and have at all times been in full compliance with all laws, statutes, rules, regulations

or guidance applicable to the Company and its Subsidiaries and the ownership, testing, development, manufacture, packaging, processing,

use, distribution, marketing, advertising, labeling, promotion, sale, offer for sale, storage, import, export or disposal of any pharmaceuticals

or biohazardous substances, materials or any other products developed, manufactured or distributed by the Company (including, without

limitation, from the FDA, EMA and any local or other governmental or regulatory authority performing functions similar to those performed

by the FDA or EMA) (collectively, “Applicable Laws”), except as could not, individually or in the aggregate, reasonably

be expected to result in a Material Adverse Effect, (ii) have not received any notice of adverse finding, warning letter, untitled letter

or other correspondence or notice from the FDA or any other federal, state or foreign governmental authority having authority over the

Company, any of its Subsidiaries or their activities alleging or asserting noncompliance with any Applicable Laws or any licenses, certificates,

approvals, clearances, authorizations, permits and supplements or amendments thereto required by any such Applicable Laws (collectively,

the “Governmental Permits”), (iii) have made all filings with, the appropriate local, or other governmental or regulatory

agencies or bodies that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses

as described in the Registration Statement, the General Disclosure Package and the Prospectus, except where any failures to possess or

make the same would not, singularly or in the aggregate, have a Material Adverse Effect, (iv) possess all material Governmental Permits

necessary to conduct their respective businesses as described in the Registration Statement, the General Disclosure Package and the Prospectus,

and such Governmental Permits are not in violation of any term of any such Governmental Permits, except where such violation could not,

individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (v) have filed, obtained, maintained

or submitted all material reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments

as required by any Applicable Laws or Governmental Permits and that all such reports, documents, forms, notices, applications, records,

claims, submissions and supplements or amendments were complete and correct in all material respects on the date filed (or were corrected

or supplemented by a subsequent submission), and (vi) are not a party to any corporate integrity agreements, monitoring agreements, consent

decrees, settlement orders or similar agreements with or imposed by any governmental authority. All Governmental Permits are valid and

in full force and effect, except where the validity or failure to be in full force and effect would not, individually or in the aggregate,

have a Material Adverse Effect. Neither the Company nor any Subsidiary has received notification of any revocation, modification, suspension,

termination or invalidation (or proceedings related thereto) of any such Governmental Permit and the Company has no reason to believe

that any such Governmental Permit will not be renewed. Neither the Company, any of its Subsidiaries nor, to the Company’s knowledge,

any of their respective directors, officers, employees or agents has been convicted of any crime under any Applicable Laws or has been

the subject of an FDA debarment proceeding. Neither the Company nor any of its Subsidiaries has been nor is now subject to the FDA’s

Application Integrity Policy. To the Company’s knowledge, neither the Company, any of its Subsidiaries nor any of its directors,

officers, employees or agents has made, or caused the making of, any false statements on, or material omissions from, any other records

or documentation prepared or maintained to comply with the requirements of the FDA or any other governmental authority.

(xxv) Title

to Property. The Company and each of its Subsidiaries has good and marketable title in fee simple to all real property owned by them

and good and marketable title to all personal property owned by them that is material to their business (except with respect to intellectual

property, which is addressed exclusively in Section 1(xxvi) and Section 1(xxvii) below), in each case free and clear of all liens, encumbrances

and defects except such as do not materially affect the value of such property and do not interfere with the use made and proposed to

be made of such property by the Company or any Subsidiary; and any real property and buildings held under lease by the Company or any

of its Subsidiaries are held by them under valid, subsisting and enforceable leases (subject to the effects of (A) bankruptcy, insolvency,

fraudulent conveyance, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights or remedies

of creditors generally; (B) the application of general principles of equity (including, without limitation, concepts of materiality, reasonableness,

good faith and fair dealing, regardless of whether enforcement is considered in proceedings at law or in equity); and (C) applicable law

and public policy with respect to rights to indemnity and contribution) with such exceptions as are not material and do not interfere

with the use made and proposed to be made of such property and buildings by the Company or such Subsidiary.

(xxvi) Title

to Intellectual Property. The Company and its Subsidiaries own or possess the right to use all inventions, patent applications, patents,

trademarks, trade names, service names, domain names, copyrights, trade secrets, know-how and other intellectual property (collectively,

“Intellectual Property”) as are (i) necessary or material for the conduct of their respective businesses as currently

conducted or as currently proposed to be conducted and as described in the Registration Statement, the General Disclosure Package and

the Prospectus and (ii) necessary or material for the commercialization of the products described in the Registration Statement, the General

Disclosure Package and the Prospectus as being under development. There is no pending or, to the Company’s knowledge, threatened

(i) action, suit, proceeding, or claim by others challenging the rights of the Company or any of its Subsidiaries in or to any such Intellectual

Property that, if decided adversely to the Company or such Subsidiary would, individually or in the aggregate, have a Material Adverse

Effect, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (ii) action, suit, proceeding,

or claim by others that the Company or any of its Subsidiaries infringes, misappropriates, or otherwise violates any Intellectual Property

of others that, if decided adversely to the Company or such Subsidiary would, individually or in the aggregate, have a Material Adverse

Effect, and the Company is unaware of any facts which would form a reasonable basis for any such claim; or (iii) action, suit, proceeding,

or claim by others challenging the validity, scope, or enforceability of any such Intellectual Property owned or licensed by the Company

or its Subsidiaries and the Company is unaware of any facts which would form a reasonable basis for any such claim. To the Company’s

knowledge, the operation of the business of the Company and its Subsidiaries as now conducted, and as described in the Prospectus, and

in connection with the development and commercialization of the products described in the Prospectus does not infringe, misappropriate,

conflict with or otherwise violate any claim of any patent or published patent application of any other person or entity. There is no

prior art of which the Company or any of its Subsidiaries is aware that may render any patent owned or licensed by the Company or its

Subsidiaries invalid or any patent application owned or licensed by the Company or its Subsidiaries unpatentable which has not been disclosed

to the applicable government patent office. The Company’s granted or issued patents, registered trademarks and registered copyrights

have been duly maintained and are in full force and effect, and none of the patents, trademarks and copyrights have been adjudged invalid

or unenforceable in whole or in part. The Company knows of no infringement, misappropriation or violation by others of any Intellectual

Property owned or licensed by the Company or its Subsidiaries which would reasonably be expected to have a Material Adverse Effect. Neither

the Company nor any of its Subsidiaries is a party to or bound by any options, licenses or agreements with respect to the Intellectual

Property of any other person or entity that are required to be set forth in the Prospectus and that are not described therein in all material

respects. The Company and its Subsidiaries have taken all reasonable steps necessary to secure their interests in the Intellectual Property

of the Company and its Subsidiaries from their employees and contractors and to protect the confidentiality of all of their confidential

information and trade secrets. None of the technology or intellectual property used by the Company and its Subsidiaries in its business

has been obtained or is being used by the Company or its Subsidiaries in violation of any contractual obligation binding on the Company

or its Subsidiaries, or, to the Company’s knowledge, any of its officers, directors or employees or otherwise in violation of the

rights of any persons. No third party has been granted by the Company or its Subsidiaries rights to the Intellectual Property of the Company

or its Subsidiaries, including any rights that, if exercised, could enable such party to develop products competitive to those of the

Company as described in the Registration Statement, the General Disclosure Package and the Prospectus. All Intellectual Property owned

or exclusively licensed by the Company or its Subsidiaries are free and clear of all liens, encumbrances, defects or other restrictions

(other than non-exclusive licenses granted in the ordinary course of business), except those that could not reasonably be expected, individually

or in the aggregate, to have a Material Adverse Effect. The Company and its Subsidiaries are not subject to any judgment, order, writ,

injunction or decree of any court or any federal, state, local, foreign or other governmental department, commission, board, bureau, agency

or instrumentality, domestic or foreign, or any arbitrator, nor has it entered into or is it a party to any agreement made in settlement

of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property.

(xxvii) Patents

and Patent Applications. The Company has duly and properly filed or caused to be filed with the U.S. Patent and Trademark Office (the

“PTO”) and applicable foreign and international patent and trademark authorities all patents, trademarks, copyrights

and applications relating to the same owned by the Company and its Subsidiaries (the “Company Patent and Trademark Applications”).

To the knowledge of the Company, the Company has complied with the PTO’s duty of candor and disclosure for the Company Patent and

Trademark Applications and has made no material misrepresentation in the Company Patent and Trademark Applications. To the Company’s

knowledge, the Company Patent and Trademark Applications disclose patentable subject matter. The Company has not been notified of any

inventorship challenges nor has any interference been declared or provoked nor is any material fact known by the Company that would preclude

the issuance of patents with respect to the Company Patent and Trademark Applications or would render such patents, if issued, invalid

or unenforceable. Except as would not have a Material Adverse Effect, neither the Company nor any of its Subsidiaries has breached and

is currently in breach of any provision of any license, contract or other agreement governing the use by the Company or its Subsidiaries

of Intellectual Property owned by third parties (collectively, the “Licenses”) and no third party has alleged any such

breach and the Company is unaware of any facts that would form a reasonable basis for such a claim. To the Company’s knowledge,

no other party to the Licenses has breached or is currently in breach of any provision of the Licenses. Each of the Licenses is in full

force and effect and constitutes a valid and binding agreement between the parties thereto, enforceable in accordance with its terms,

and there has not occurred any breach or default under any such Licenses or any event that, with the giving of notice or lapse of time,

would constitute a breach or default thereunder. Except as would not have a Material Adverse Effect, neither the Company nor any of its

Subsidiaries has been and is currently involved in any disputes regarding the Licenses. To the Company’s knowledge, all patents

licensed to the Company pursuant to the Licenses are valid, enforceable and being duly maintained. To the Company’s knowledge, all

patent applications licensed to the Company pursuant to the Licenses are being duly prosecuted.

(xxviii) Environmental

Laws. Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) neither

the Company nor any of its Subsidiaries is in violation of any United States federal, state or local, or any foreign, statute, law, rule,

regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial

or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including,

without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation,

laws and regulations relating to the emissions, discharges, release or threatened release of chemicals, pollutants, contaminants, wastes,

toxic substances, hazardous substances, petroleum or petroleum products (collectively, “Hazardous Materials”) or otherwise

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

(collectively, “Environmental Laws”), which violation includes, but is not limited to, noncompliance with any permits

or other governmental authorizations required for the operation of the business of the Company or any of its Subsidiaries under applicable

Environmental Laws, or noncompliance with the terms and conditions thereof, nor has the Company or any of its Subsidiaries received any

written communication, whether from a governmental authority, citizens group, employee or otherwise, that alleges that the Company or

any of its Subsidiaries is in violation of any Environmental Law; (ii) the Company and its Subsidiaries have all material permits, authorizations

and approvals required under any applicable Environmental Laws and are in compliance with their requirements; (iii) there are no pending

or, to the Company’s knowledge, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims,

liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Company or any

of its Subsidiaries, or any investigation with respect to which the Company or any of its Subsidiaries has received written notice or

any written notice by any person or entity alleging potential liability for investigatory costs, cleanup costs, governmental responses

costs, natural resources damages, property damages, personal injuries, attorneys’ fees or penalties arising out of, based on or

resulting from the presence, or release into the environment, of any Hazardous Materials at any location owned, leased or operated by

the Company or any of its Subsidiaries, now or in the past; and (iv) to the Company’s knowledge, there are no past or present actions,

activities, events, conditions, incidents or circumstances that might reasonably be expected to result in a violation of any Environmental

Law or form the basis of an order for clean-up or remediation, or an action, suit, investigation or proceeding by any private party or

governmental body or agency, against or affecting the Company or any of its Subsidiaries relating to Hazardous Materials or any Environmental

Laws.

(xxix) Books

and Records. The Company and each of its Subsidiaries make and keep accurate books and records and 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 authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity

with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general

or specific authorization; (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate

action is taken with respect to any differences; and (v) the interactive data in eXtensible Business Reporting Language included or incorporated

by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for

in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto.

(xxx) Accounting

Controls and Disclosure Controls. The Company and each of its Subsidiaries have established and maintain disclosure controls and procedures

(as defined in Rules 13a-15 and 15d-15 under the 1934 Act), which (i) are designed to ensure that information relating to the Company,

including its consolidated Subsidiaries, is made known to the Company’s principal executive officer and its principal financial

officer by others within those entities, particularly during the periods in which the periodic reports required under the 1934 Act are

being prepared; (ii) have been evaluated by management of the Company for effectiveness as of the end of the Company’s most recent

fiscal quarter; and (iii) are effective in all material respects to perform the functions for which they were established. Since the end

of the Company’s most recent audited fiscal year, there has been no material weakness in the Company’s internal control over

financial reporting (whether or not remediated) and no change in the Company’s internal control over financial reporting, including

any corrective actions with regard to significant deficiencies or material weaknesses. The Company is not aware of any change in its internal

control over financial reporting that has occurred during its most recent fiscal quarter that has materially affected, or is reasonably

likely to materially affect, the Company’s internal control over financial reporting.

(xxxi) Tests

and Preclinical and Clinical Trials. The research, non-clinical pre-clinical studies and clinical studies and tests conducted or being

conducted by or on behalf of the Company or any of its Subsidiaries or in which any of their respective product candidates have participated

and, to the Company’s knowledge, the preclinical studies and clinical trials directed or sponsored by the Company’s collaborators

(collectively, the “Studies”) that are described in, or the results of which are referred to in, the Registration Statement,

the General Disclosure Package and the Prospectus were and, if still pending, are being conducted with reasonable care and in all material

respects in accordance with the protocols, procedures and controls pursuant to all Applicable Laws and Governmental Permits and with standard

medical and scientific research procedure. Each description of the results of such Studies fairly presents in all material respects the

data derived from such Studies. The Company and its Subsidiaries have no knowledge of any other research, non-clinical studies or tests

the results of which are inconsistent with, or otherwise call into question, the results described or referred to in the Registration

Statement, the General Disclosure Package and the Prospectus. There have been no material serious adverse events resulting from any Study.

To the Company’s knowledge, the manufacturing facilities and operations of its suppliers are operated in compliance in all material

respects with all Applicable Laws and Governmental Permits.

(xxxii) Payment

of Taxes. All United States federal income tax returns of the Company and its Subsidiaries required by law to be filed have been filed

or extensions thereof have been requested (except in any case in which the failure to so file or request an extension would not have a

Material Adverse Effect), and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except

assessments that are being contested in good faith and as to which adequate reserves have been provided under GAAP and except for such

taxes the nonpayment of which would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

The Company has no knowledge of any material tax deficiency which has been or is likely to be threatened or asserted against the Company

or its Subsidiaries. Each of the Company and its Subsidiaries has filed all foreign, state, provincial, local or other tax returns that

are required to have been filed pursuant to applicable foreign, state, provincial, local or other law except insofar as the failure to

file such returns would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, and paid

all taxes due pursuant to such returns or pursuant to any assessment received by the Company and its Subsidiaries, except for such taxes,

if any, as are being contested in good faith and as to which adequate reserves have been provided and except for such taxes or assessments

the nonpayment of which would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The

charges, accruals and reserves on the books of the Company and its Subsidiaries in respect of any income or other tax liability for any

years not finally determined are adequate to meet any assessments or re-assessments for additional tax for any years not finally determined,

except to the extent of any inadequacy that would not reasonably be expected to result in a Material Adverse Effect. All material taxes

which the Company and its Subsidiaries are required by law to withhold or to collect for payment have been duly withheld and collected

and have been paid to the appropriate governmental authority or agency or have been accrued, reserved against and entered on the books

of the Company and its Subsidiaries.

(xxxiii) Insurance.

Each of the Company and its Subsidiaries are insured by recognized and reputable institutions with policies in such amounts and with such

deductibles and covering such risks as are reasonably deemed adequate and customary for their businesses including, but not limited to,

policies covering real and personal property owned or leased by the Company and its Subsidiaries against theft, damage, destruction, acts

of vandalism and earthquakes and policies covering the Company and its Subsidiaries for clinical trial liability claims. The Company has

no reason to believe that it or any of its Subsidiaries will not be able (i) to renew its existing insurance coverage as and when such

policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business

as now conducted and at a cost that could not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of

its Subsidiaries has been denied any material insurance coverage which it has sought or for which it has applied.

(xxxiv) Investment

Company Act. The Company is not required, and upon the issuance and sale of the Securities and the Warrant Shares as herein contemplated

and the application of the net proceeds therefrom as described in the Registration Statement, the General Disclosure Package and the Prospectus

will not be required, to register as an “investment company” under the Investment Company Act of 1940, as amended (the “1940

Act”).

(xxxv) Absence

of Manipulation. Neither the Company, nor any of its Subsidiaries, nor to the knowledge of the Company, any of its or their respective

directors, officers or controlling persons has taken, directly or indirectly, without giving effect to any actions taken by the Underwriters,

(i) any action designed to or that might constitute or reasonably be expected to cause or result in, under the 1934 Act or otherwise,

stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities or (ii) any

action designed to or that might constitute or reasonably be expected to cause or result in a violation of Regulation M under the 1934

Act.

(xxxvi) Foreign

Corrupt Practices Act. None of the Company, any Subsidiary, affiliate, director, officer or employee thereof or, to the Company’s

knowledge, any agent, representative or other person acting on behalf of the Company or any of its Subsidiaries or affiliates, is aware

of or has taken any action, directly or indirectly, that would result in a violation by such persons of any applicable anti-corruption

laws, including the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”),

including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance

of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization

of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political

party or official thereof or any candidate for foreign political office or otherwise took any action (or failed to fully disclose any

action) in contravention of the FCPA; and the Company, its Subsidiaries and each of their respective affiliates have conducted their businesses

in compliance in all material respects with the FCPA.

(xxxvii)

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

in all material respects with applicable financial recordkeeping and reporting requirements and the money laundering statutes and the

rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any

governmental agency (collectively, the “Money Laundering Laws”) and no action, suit, investigation or proceeding by

or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with

respect to the Money Laundering Laws is pending or, to the Company’s knowledge, threatened.

(xxxviii) OFAC.

Neither the Company nor any of its Subsidiaries, nor any director or officer thereof, nor, to the Company’s knowledge, any employee,

agent, affiliate or representative of the Company or any of its Subsidiaries, is currently or is owned or controlled by an individual

or entity that is subject to any sanctions administered or enforced by the United States government (including, without limitation, the

Office of Foreign Assets Control of the United States Department of the Treasury), the United Nations Security Council, the European Union,

His Majesty’s Treasury or other relevant sanctions authority (collectively, “Sanctions”) or is located, organized

or resident in a country or territory that is the subject or target of Sanctions; and the Company will not directly or indirectly use

the proceeds of the sale of the Securities, or lend, contribute or otherwise make available such proceeds to any Subsidiary, or any joint

venture partner or other person or entity, for the purpose of financing or facilitating the activities of or business of any person or

entity, or in any country or territory, that currently or at the time of such financing or facilitation is the subject of any Sanctions

or in any other manner that will result in a violation by any person or entity (including any person participating in the transactions

contemplated by this Agreement) of any Sanctions. For the past five years, the Company and its Subsidiaries have not knowingly engaged

in and are not now knowingly engaged in any dealings or transactions with any person or entity, or in any country or territory, that at

the time of the dealing or transaction is or was the subject of Sanctions.

(xxxix) Outbound

Investment Security Program. Neither the Company nor any of its Subsidiaries is a “covered foreign person”, as that term

is defined in 31 C.F.R. § 850.209. Neither the Company nor any of its Subsidiaries currently engages, or has plans to engage, directly

or indirectly, in a “covered activity”, as that term is defined in 31 C.F.R. § 850.208 (“Covered Activity”).

The Company does not have any joint ventures that engage in or plan to engage in any Covered Activity. The Company also does not, directly

or indirectly, hold a board seat on, have a voting or equity interest in, or have any contractual power to direct or cause the direction

of the management or policies of any person or persons that engages or plans to engage in any Covered Activity.

(xl) Lending

Relationship. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company

(i) does not have any material lending or other relationship with any banking or lending affiliate of any Underwriter and (ii) does

not intend to use any of the proceeds from the sale of the Securities to repay any outstanding debt owed to any affiliate of any Underwriter.

(xli) Maintenance

of Rating. The Company has no debt securities or preference shares that are rated by any “nationally recognized statistical

rating organization” (as that term is defined by the Commission for purposes of Rule 436(g)(2) under the 1933 Act).

(xlii) Privacy

and Data Protection. To the Company’s knowledge, the Company and its Subsidiaries’ information technology assets and equipment,

computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”)

are adequate for, and operate and perform in all respects as required in connection with the operation of the business of the Company

and its Subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware

and other corruptants, except as would not reasonably be expected to result in a Material Adverse Effect. The Company and its Subsidiaries

have implemented and maintained commercially reasonable physical, technical and administrative controls, policies, procedures, and safeguards

to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all

IT Systems and data, including “Personal Data,” used in connection with their businesses. “Personal Data”

means (i) a natural person’s name, street address, telephone number, e-mail address, photograph, social security number or tax identification

number, driver’s license number, passport number, credit card 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) if applicable to the Company, “personal data” as defined by EU General Data Protection Regulation; (iv) if applicable

to the Company, any information which would qualify as “protected health information” under HIPAA; and (v) 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

data related to an identified person’s health or sexual orientation. To the Company’s knowledge, there have been no breaches,

violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability

or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and

its 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 Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access,

misappropriation or modification, except where such failure to comply would not reasonably be expected to result in a Material Adverse

Effect.

(xliii) No

Broker Fees. No person (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the 1933 Act) has the right to act

as an underwriter or as a financial advisor to the Company in connection with the offer and sale of the Securities hereunder, whether

as a result of the filing or effectiveness of the Registration Statement or the sale of the Securities as contemplated hereby or otherwise.

Except for the Underwriters, there is no broker, finder or other party that is entitled to receive from the Company or any of its Subsidiaries

any brokerage or finder’s fee or other fee or commission as a result of any transactions contemplated by this Agreement.

(xliv) No

Conflict. Neither the execution and delivery by the Company of, nor the performance of the Company of its obligations under, this

Agreement or the Pre-Funded Warrants will conflict with, result in a breach or violation of, or result in the creation or imposition of

any lien, charge or encumbrance upon any property or assets of the Company or any of its Subsidiaries pursuant to: (i) the Memorandum

and Articles of Association, bylaws, limited liability company agreement, certificate or agreement of limited or general partnership or

other similar organizational documents, as the case may be, of such entity, (ii) the terms of any indenture, contract, license, lease,

mortgage, deed of trust, note agreement, agreement or other instrument, obligation, condition, covenant or instrument to which it is a

party or bound or to which its property or assets is subject or (iii) any statute, law, rule, regulation, judgment, order or decree applicable

to the Company or any of its Subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other

authority having jurisdiction over the Company, any of its Subsidiaries or any of their respective properties or assets, as applicable,

except, in the case of clauses (ii) and (iii) above, for any such conflict, breach, violation or default that would not, individually

or in the aggregate, have a Material Adverse Effect.

(xlv) Litigation.

There are no actions, suits, claims, investigations or proceedings pending or, to the Company’s knowledge, threatened to which the

Company or any of the Subsidiaries is or would be a party, or of which any of the respective properties or assets of the Company and the

Subsidiaries is or would be subject, at law or in equity, before any court or arbitral body or by or before any federal, state, local

or foreign governmental or regulatory commission, board, body, authority or agency, that (i) are required to be described in the Registration

Statement, the General Disclosure Package or the Prospectus and are not so described, (ii) could reasonably be expected to have a

material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the consummation of any of

the transactions contemplated hereby or (iii) could reasonably be expected to have a Material Adverse Effect. The aggregate of all pending

legal or governmental proceedings to which the Company or any of its Subsidiaries is a party or of which any of their respective properties

or assets is the subject which are not described in the Prospectus, including ordinary routine litigation incidental to the Company’s

business, could not reasonably be expected to (A) result in a Material Adverse Effect or (B) have a material adverse effect on the ability

of the Company to perform its obligations under this Agreement or the consummation of any of the transactions contemplated hereby.

(xlvi) Real

Property. The Company owns or leases all such real properties as are necessary to the conduct of its operations as presently conducted

in all material respects.

(xlvii) Transfer

Taxes. There are no transfer taxes or other similar fees or charges under federal law, the laws of any state, any foreign law, or

any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement or the issuance

or sale by the Company of the Securities.

(xlviii) ERISA.

The Company and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended,

and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by

the Company, or its “ERISA Affiliates” (as defined below) are in compliance with ERISA, except as would not reasonably be

expected to have, individually or in the aggregate, a Material Adverse Effect. “ERISA Affiliates” means, with respect to the

Company, any member of any group of organizations described in Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986,

as amended, and the regulations and published interpretations thereunder (the “Code”) of which the Company is a member.

No “reportable event” (as defined under ERISA) has occurred or is reasonably expected to occur with respect to any “employee

benefit plan” established or maintained by the Company, or any of its ERISA Affiliates. No “employee benefit plan” established

or maintained by the Company or any of its ERISA Affiliates, if such “employee benefit plan” were terminated, would have any

“amount of unfunded benefit liabilities” (as defined under ERISA). Neither the Company nor any of its ERISA Affiliates has

incurred or reasonably expects to incur any liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from,

any “employee benefit plan” or (ii) Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan”

established or maintained by the Company or any of its ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code

is so qualified and nothing has occurred, whether by action or failure to act, which would cause the loss of such qualification.

(xlix) Anti-Corruption.

Neither the Company, any of its Subsidiaries, nor, to the knowledge of the Company, any of their respective directors, officers, agents,

employees or affiliates, has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval

of the unlawful payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any “government

official” (including any officer or employee of a government or government-owned or controlled entity or of a public international

organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official

or candidate for political office) to influence official action or secure an improper advantage; and the Company, each of its Subsidiaries

and, to the Company’s knowledge, each of their respective affiliates have conducted their businesses in compliance with applicable

anti-corruption laws.

(l) Broker-Dealer

Registration. The Company is not required to register as a “broker” or “dealer” in accordance with the

provisions of the 1934 Act and does not, directly or indirectly through one or more intermediaries, control or have any other association

with (within the meaning of Article I of the By-laws of FINRA) any member firm of FINRA. No relationship, direct or indirect, exists between

or among the Company, on the one hand, and the directors, officers or shareholders of the Company, on the other hand, which is required

by the rules of FINRA to be described in the Registration Statement, the General Disclosure Package and the Prospectus, which is not so

described. All of the information (including, but not limited to, information regarding affiliations, security ownership and trading activity)

provided to the Underwriters or its counsel by the Company, its officers and directors and the holders of any securities (debt or equity)

or warrants, options or rights to acquire any securities of the Company in connection with the filing to be made and other supplemental

information to be provided to FINRA pursuant to FINRA Rule 5110 in connection with the transactions contemplated by this Agreement is

true, complete and correct.

(li) Margin

Rules. Neither the issuance, sale and delivery of the Securities, nor the application of the proceeds thereof by the Company as

described in the Registration Statement, the General Disclosure Package and the Prospectus will violate Regulation T, U or X of the Board

of Governors of the Federal Reserve System or any other regulation of such Board of Governors.

(lii) Director

Independence. Each of the independent directors (or independent director nominees, once appointed, if applicable) named in the

Registration Statement, General Disclosure Package and Prospectus satisfies the independence standards established by Nasdaq and, with

respect to members of the Company’s audit committee, the enhanced independence standards contained in Rule 10A-3(b)(1) promulgated

by the Commission under the 1934 Act.

(liii) Integration. Neither

the Company nor, to the Company’s knowledge, any of its affiliates (within the meaning of Rule 144 under the 1933 Act) has, prior

to the date hereof, made any offer or sale of any securities which could be “integrated” (within the meaning of the 1933 Act)

with the offer and sale of the Securities hereunder.

(liv) Indebtedness. Neither

the Company nor any of its Subsidiaries has (i) failed to pay any dividend or sinking fund installment on preference shares or (ii) defaulted

on any installment or payment due on indebtedness for borrowed money or on any rental on one or more long-term leases, which defaults,

individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

(lv) Forward

Looking Statements. Each financial or operational projection or other “forward-looking statement” (as defined by Section

27A of the 1933 Act or Section 21E of the 1934 Act) contained in the Registration Statement, the General Disclosure Package or the Prospectus

(i) was so included by the Company in good faith and with reasonable basis after due consideration by the Company of the underlying assumptions,

estimates and other applicable facts and circumstances and (ii) as required, is accompanied by meaningful cautionary statements identifying

those factors that could cause actual results to differ materially from those in such forward-looking statement. No such statement was

made with the knowledge of a director or senior manager of the Company that was false or misleading.

(lvi) Related

Party Transactions. There are no relationships, direct or indirect, or related party transactions involving the Company or any

of its Subsidiaries or any other person (including any director, officer, shareholder, customer or supplier of the Company or any of its

Subsidiaries) required to be described in the Registration Statement, the General Disclosure Package or the Prospectus that have not been

described as required. There are no material outstanding loans, advances (except normal advances for business expenses in the ordinary

course of business) or guarantees of indebtedness by the Company or any of its Subsidiaries to or for the benefit of any of the officers

or directors of the Company or any of its Subsidiaries, or any of the family members of any of such persons.

(lvii) Bankruptcy

and Insolvency. The Company is not in or subject to a bankruptcy or insolvency proceeding in any jurisdiction.

(lviii) Occupational

Laws. The Company and its Subsidiaries (i) are in compliance, in all material respects, with any and all applicable foreign, federal,

state and local laws, rules, regulations, treaties, statutes and codes promulgated by any and all governmental authorities (including

pursuant to the Occupational Health and Safety Act) relating to the protection of human health and safety in the workplace (“Occupational

Laws”); (ii) have received all material permits, licenses or other approvals required of it under applicable Occupational Laws

to conduct their respective businesses as currently conducted; and (iii) are in compliance, in all material respects, with all terms and

conditions of such permit, license or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or,

to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company

does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could

reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedings.

(lix) Non-Competition

and Non-Competition Arrangements. No director or officer of the Company or any of its Subsidiaries is subject to any non-competition

agreement or non-solicitation agreement with any employer or prior employer which could materially affect each director’s or officer’s

ability to be and act in the capacity of a director or officer of the Company or a Subsidiary.

(lx) Choice

of Law. The choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws

of the Cayman Islands that will be honored by courts in the Cayman Islands. The Company has the power to submit to the non-exclusive personal

jurisdiction of the State of New York, and the Company has the power to designate, appoint and authorize an authorized agent for service

of process in any action arising out of or relating to this Agreement or the Securities in such courts in the State of New York, and service

of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company.

(lxi) Enforcement. Any

final judgment for a fixed sum of money rendered by a court having jurisdiction under its own domestic laws in respect of any suit, action

or proceeding against the Company based upon this Agreement and the Securities would be recognized and enforced against the Company by

Cayman Islands courts without re-examining the merits of the case under the common law doctrine of obligation; provided that (i) adequate

service of process has been effected and the defendant has had a reasonable opportunity to be heard, (ii) such judgments or the enforcement

thereof are not contrary to the law, public policy, security or sovereignty of the Cayman Islands, (iii) such judgments were not obtained

by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties, and (iv) an action

between the same parties in the same matter is not pending in any Cayman Islands court at the time the lawsuit is instituted in the foreign

court; it is not necessary that this Agreement, the Prospectus or any other document be filed or recorded with any court or other authority

in the Cayman Islands.

(lxii) Transfer

Taxes. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, no transaction stamp

or other issuance, transfer or withholding taxes or duties are payable by or on behalf of the Underwriters to the government of the Cayman

Islands or any political subdivision or taxing authority thereof or therein in connection with (i) the issuance of the Securities, (ii)

the sale and issuance by the Company of the Securities to or for the account of the Underwriters, (iii) the initial resale sale and issuance

by the Underwriters of the Securities to purchasers thereof or (iv) the execution, delivery and performance of this Agreement or any other

document contemplated hereby; provided, that, this Agreement is not executed in, or after execution, brought within the jurisdiction of

the Cayman Islands. The Company confirms it has not executed this Agreement in, nor will it, after execution, bring this Agreement within,

the jurisdiction of the Cayman Islands.

(b) Officer’s

Certificates. Any certificate signed by any officer of the Company or any of its Subsidiaries delivered to the Representative or to

counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered

thereby.

SECTION 2. Sale and

Delivery to Underwriters; Closing.

(a) Initial

Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set

forth, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees

to purchase from the Company, (i) at the price per Share set forth in Schedule A, that number of Shares set forth in Schedule A

opposite the name of such Underwriter or (ii) at the price per Pre-Funded Warrant set forth in Schedule A, that number of Pre-Funded

Warrants set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Shares and/or Pre-Funded

Warrants which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, subject, in each case,

to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases

of fractional shares.

(b) Option

Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions

herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional

1,500,000 Ordinary Shares, at the price per share set forth in Schedule A, less an amount per share equal to any dividends

or distributions declared by the Company and payable on the Shares but not payable on the Option Securities. The option hereby granted

may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice

by the Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising

the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date

of Delivery”) shall be determined by the Representative, but any Date of Delivery after the Closing Time shall not be later

than seven full business days nor earlier than two full business days after the exercise of said option, nor in any event prior to the

Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally

and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial

Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject,

in each case, to such adjustments as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional

shares.

Payment of the purchase price for, and delivery of certificates or security entitlements for, the Initial Securities shall be made at

the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., or at such other place as shall be agreed upon by the Representative

and the Company, at 10:00 A.M. (New York City time) on June 25, 2026 (unless postponed in accordance with the provisions of Section 10),

or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such

time and date of payment and delivery being herein called “Closing Time”). Delivery of the Shares at the Closing Time

shall be made through the facilities of The Depository Trust Company unless the Representative shall otherwise instruct. The Pre-Funded

Warrants shall be delivered to the purchasers of the Pre-Funded Warrants in definitive form, registered in such names and in such denominations

as the purchasers of the Pre-Funded Warrants shall request in writing not later than the Closing Time. The Company and the Representative

shall instruct purchasers of the Pre-Funded Warrants in the public offering to make payment for the Pre-Funded Warrants on the Closing

Time to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $19.9999

per Pre-Funded Warrant, in lieu of payment by the Underwriters for such Pre-Funded Warrants, and the Company shall deliver such Pre-Funded

Warrants to such purchasers on the Closing Time in definitive form against such payment, in lieu of the Company’s obligation to

deliver such Pre-Funded Warrants to the Underwriters; provided that the Company shall promptly (but in no event later than the Closing

Time) pay $1.10 per such Pre-Funded Warrant to the Underwriters by wire transfer in immediately available funds to the account specified

by the Representative. In the event that the purchasers of the Pre-Funded Warrants in the public offering fail to make payment to the

Company for all or part of the Pre-Funded Warrants on the Closing Time, the Representative may elect, by written notice to the Company,

to receive Ordinary Shares at the price per share set forth in Schedule A in lieu of all or a portion of such Pre-Funded Warrants

to be delivered to the Underwriters under this Agreement.

The Company shall deliver,

or cause to be delivered, the Pre-Funded Warrants to the purchasers thereof, in accordance with the Representative’s instructions,

at the Closing Time.

In addition, in the event

that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates

or security entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be

agreed upon by the Representative and the Company, on each Date of Delivery as specified in the notice from the Representative to the

Company. Delivery of the Option Securities on each such Date of Delivery shall be made through the facilities of The Depository Trust

Company unless the Representative shall otherwise instruct.

Payment shall be made to the

Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representative

for the respective accounts of the Underwriters of certificates or security entitlements for the Securities to be purchased by them. It

is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment

of the purchase price for, the Securities and the Option Securities, if any, which it has agreed to purchase. Leerink Partners, individually

and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial

Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time

or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

SECTION 3. Covenants

of the Company. The Company covenants with each Underwriter as follows:

(a) Compliance

with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule

430B, and will notify the Representative as soon as practicable, and confirm the notice in writing, (i) when any post-effective amendment

to the Registration Statement shall become effective or any amendment or supplement to the Prospectus shall have been filed, (ii) of

the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement

or any amendment or supplement to the Prospectus (including any document incorporated by reference therein) or for additional information,

(iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective

amendment or of any order preventing or suspending the use of any preliminary prospectus or the Prospectus, or of the suspension of the

qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any

of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v)

if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities.

The Company will effect all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without

reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted

for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus.

The Company will make every reasonable effort to prevent the issuance of any stop order, prevention or suspension and, if any such order

is issued, to obtain the lifting thereof as soon as reasonably practicable.

(b) Continued

Compliance with Securities Laws. The Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act

Regulations so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Registration

Statement, the General Disclosure Package and the Prospectus. If at any time when a prospectus relating to the Securities is (or, but

for the exception afforded by Rule 172 of the 1933 Act Regulations (“Rule 172”), would be) required by the 1933 Act

to be delivered in connection with sales of the Securities, any event shall occur or condition shall exist as a result of which it is

necessary, in the opinion of counsel for the Underwriters or for the Company, to (i) amend the Registration Statement in order that

the Registration Statement will not include an untrue statement of a material fact or omit to state a material fact required to be stated

therein or necessary to make the statements therein not misleading, (ii) amend or supplement the General Disclosure Package or the Prospectus

in order that the General Disclosure Package or the Prospectus, as the case may be, will not include any untrue statement of a material

fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances

existing at the time it is delivered to a purchaser or (iii) amend the Registration Statement or amend or supplement the General Disclosure

Package or the Prospectus, as the case may be, in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the

Company will promptly (A) give the Representative notice of such event, (B) prepare any amendment or supplement as may be necessary to

correct such statement or omission or to make the Registration Statement, the General Disclosure Package or the Prospectus comply with

such requirements and, a reasonable amount of time prior to any proposed filing or use, furnish the Representative with copies of any

such amendment or supplement and (C) file with the Commission any such amendment or supplement; provided that the Company shall not file

or use any such amendment or supplement to which the Representative or counsel for the Underwriters shall reasonably object. The Company

will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. The

Company has given the Representative notice of any filings made pursuant to the 1934 Act or the 1934 Act Regulations as soon as practicable

prior to the Applicable Time; the Company will give the Representative notice of its intention to make any such filing from the Applicable

Time to the Closing Time and will furnish the Representative with copies of any such documents a reasonable amount of time prior to such

proposed filing, as the case may be, and will not file or use any such document to which the Representative or counsel for the Underwriters

shall reasonably object.

of Registration Statements. The Company has furnished or will deliver to the Representative and counsel for the Underwriters, without

charge, conformed copies of the Registration Statement as originally filed and each amendment thereto (including exhibits filed therewith

or incorporated by reference therein and documents incorporated or deemed incorporated by reference therein) and conformed copies of all

consents and certificates of experts. The copies of the Registration Statement and each amendment thereto furnished to the Underwriters

will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted

by Regulation S-T.

(d) Delivery

of Prospectuses. The Company has delivered to each Underwriter, without charge, as many copies of each preliminary prospectus as such

Underwriter reasonably requested, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The

Company will furnish to each Underwriter, without charge, during the period when a prospectus relating to the Securities is (or, but for

the exception afforded by Rule 172, would be) required to be delivered under the 1933 Act, such number of copies of the Prospectus (as

amended or supplemented) as such Underwriter may reasonably request. The Prospectus and any amendments or supplements thereto furnished

to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except

to the extent permitted by Regulation S-T.

(e) Blue

Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters, to qualify the Securities

for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representative

may designate and to maintain such qualifications in effect so long as required to complete the distribution of the Securities; provided,

however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation

or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing

business in any jurisdiction in which it is not otherwise so subject.

(f) Rule

158. The Company will timely file such reports pursuant to the 1934 Act as are necessary in order to make generally available (which

may be satisfied by filing with the Commission pursuant to EDGAR) to its securityholders as soon as practicable an earnings statement

for the purposes of, and to provide to the Underwriters the benefits contemplated by, the last paragraph of Section 11(a) of the 1933

Act.

(g) Use

of Proceeds. The Company will use the net proceeds received by it from the sale of the Securities in all material respects in the

manner specified in the Registration Statement, the General Disclosure Package and the Prospectus under the heading “Use of Proceeds.”

(h) Listing.

The Company will use its reasonable best efforts to effect and maintain the listing of the Ordinary Shares (including the Shares, the

Warrant Shares and any Option Securities) on Nasdaq.

(i) Restriction

on Sale of Securities. During a period of 45 days from the date of the Prospectus, the Company will not, without the prior written

consent of the Representative, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase,

purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any Ordinary

Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares or file or confidentially submit any registration

statement under the 1933 Act with respect to any of the foregoing, (ii) enter into any swap or any other agreement or any transaction

that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Ordinary Shares, whether any

such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or such other securities,

in cash or otherwise or (iii) publicly announce an intention to effect any such swap, agreement or other transaction described in clauses

(i) and (ii). The foregoing sentence shall not apply to (A) the Securities to be sold hereunder (including the issuance of Warrant Shares

upon exercise of the Pre-Funded Warrants); (B) any Ordinary Shares issued by the Company upon the exercise of an option or warrant or

the conversion of a convertible security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure

Package and the Prospectus; (C) any Ordinary Shares issued or options to purchase Ordinary Shares granted pursuant to existing employee

benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus; (D) any Ordinary

Shares issued pursuant to any existing non-employee director share plan or dividend reinvestment plan referred to in the Registration

Statement, the General Disclosure Package and the Prospectus; (E) the filing by the Company of any registration statement on Form S-8

or a successor form thereto; or (F) the sale or issuance of or entry into an agreement to sell or issue Ordinary Shares or other securities

issued in connection with any (1) merger, (2) acquisition of securities, businesses, properties or other assets, (3) joint venture or

(4) strategic alliance or relationship, provided, that the aggregate number of shares issued pursuant to this clause (F) shall not exceed

5.0% of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Securities; provided further

that the recipient of any such Ordinary Shares or securities issued pursuant to this clause (F) during the 45-day restricted period shall

enter into an agreement substantially in the form of Exhibit B.

(j) Reporting

Requirements. The Company, during the period when a Prospectus relating to the Securities is (or, but for the exception afforded by

Rule 172, would be) required to be delivered under the 1933 Act, will file all documents required to be filed with the Commission pursuant

to the 1934 Act within the time periods required by the 1934 Act and 1934 Act Regulations. Additionally, the Company shall report the

use of proceeds from the issuance of the Securities as may be required under Rule 463 under the 1933 Act.

(k) [Reserved].

(l) Testing-the-Waters

Materials. If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event

or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material

fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances

existing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement,

at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission.

(m) Registration

Statement of Warrant Shares. The Company shall, at all times while any Pre-Funded Warrants are outstanding, use its commercially reasonable

best efforts to maintain a registration statement covering the issue and sale of the Warrant Shares upon exercise of the Pre-Funded Warrants

such that the Warrant Shares, when issued, will not be subject to resale restrictions under the Securities Act except to the extent that

the Warrant Shares are owned by affiliates. The Company shall, at all times while any Pre-Funded Warrants are outstanding, reserve and

keep available out of the aggregate of its authorized but unissued and otherwise unreserved Ordinary Shares, solely for the purpose of

enabling it to issue Warrant Shares upon exercise of such Pre-Funded Warrants, the number of Warrant Shares that are initially issuable

and deliverable upon the exercise of the then-outstanding Pre-Funded Warrants.

SECTION 4. Payment of

Expenses.

(a) Expenses.

The Company will pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including (i)

the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and

each amendment thereto, (ii) the preparation, printing and delivery to the Underwriters of copies of each preliminary prospectus,

each Issuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated with electronic

delivery of any of the foregoing by the Underwriters to investors, (iii) the preparation, issuance and delivery of the certificates or

security entitlements for the Shares and Option Securities to the Underwriters and the Pre-Funded Warrants to the purchasers, including

any share or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Securities to the Underwriters,

(iv) the fees and disbursements of the Company’s counsel, accountants and other advisors, (v) the qualification of the

Securities under securities laws in accordance with the provisions of Section 3(e) hereof, including filing fees and the reasonable

fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of a “Blue

Sky Survey” and any supplement thereto, (vi) the fees and expenses of any transfer agent or registrar for the Securities, (vii)

the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with

the marketing of the Securities, including without limitation, expenses associated with the production of road show slides and graphics,

fees and expenses of any consultants engaged in connection with the road show presentations, travel and lodging expenses of the representatives

and officers of the Company and any such consultants, and the cost of aircraft and other transportation chartered in connection with the

road show, (viii) the filing fees incident to, and the reasonable fees and disbursements of counsel to the Underwriters in connection

with, the review by FINRA of the terms of the sale of the Securities, with such legal fees, taken together with the legal fees described

in clause (v) above, not to exceed $20,000, (ix) the fees and expenses incurred in connection with the listing of the Shares, the Warrant

Shares and any Option Securities on Nasdaq, and (x) the costs and expenses (including, without limitation, any damages or other amounts

payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Securities made

by the Underwriters caused by a breach of the representation contained in the third sentence of Section 1(a)(ii). Except as provided in

this Section 4, the Underwriters will pay all of their own costs and expenses, including the fees and disbursements of their counsel,

stock transfer taxes payable on the resale of any of the Securities by them and any advertising expenses connected with any offers they

may make.

(b) Termination

of Agreement. If this Agreement is terminated by the Representative in accordance with the provisions of Section 5, Section 9(a)(i),

Section 9(a)(iii) or Section 10 hereof, the Company shall reimburse the non-defaulting Underwriters for all of their reasonable documented

out-of-pocket expenses actually incurred, including the reasonable fees and disbursements of counsel for the Underwriters.

SECTION 5. Conditions

of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations

and warranties of the Company contained herein or in certificates of any officer of the Company or any of its Subsidiaries delivered pursuant

to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder, and to the following further

conditions:

(a) Effectiveness

of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, has become effective and,

at the Closing Time, no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto

has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been

issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated;

and the Company has complied with each request (if any) from the Commission for additional information to the reasonable satisfaction

of counsel to the Underwriters.

(b) Opinions

of Counsel for Company. At the Closing Time, the Representative shall have received (i) the opinion and the negative assurance letter,

each dated the Closing Time, of Gibson, Dunn & Crutcher LLP, counsel for the Company, (ii) the opinion of Walkers (Cayman) LLP, counsel

for the Company as to certain matters of Cayman Islands law, and (iii) the opinion of Greenblum & Bernstein, P.L.C., special counsel

for the Company with respect to intellectual property matters, each in form and substance satisfactory to counsel for the Underwriters

and to such further effect as counsel to the Underwriters may reasonably request.

of Counsel for Underwriters. At the Closing Time, the Representative shall have received the opinion, and negative assurance letter,

each dated the Closing Time, of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel for the Underwriters, together with signed

or reproduced copies of such letters for each of the other Underwriters in form and substance satisfactory to the Representative. In giving

such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York

and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representative. Such counsel may

also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates

of officers and other representatives of the Company and its Subsidiaries and certificates of public officials.

(d) Officers’

Certificate. At the Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information

is given in the Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change in the condition,

financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries considered as one

enterprise, whether or not arising in the ordinary course of business, and the Representative shall have received a certificate of the

principal executive officer of the Company and of the principal financial officer of the Company, dated the Closing Time, to the effect

that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company in this Agreement

are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) the Company has

complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior

to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been

issued, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for

any of those purposes have been instituted or are pending or, to their knowledge, contemplated by the Commission.

(e) Accountant’s

Comfort Letter. At the time of the execution of this Agreement, the Representative shall have received from Baker Tilly US, LLP a

letter, dated such date, in form and substance satisfactory to the Representative, together with signed or reproduced copies of such letter

for each of the other Underwriters containing statements and information of the type ordinarily included in accountants’ “comfort

letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration

Statement, the General Disclosure Package and the Prospectus.

(f) Bring-down

Comfort Letter. At the Closing Time, the Representative shall have received from Baker Tilly US, LLP a letter, dated as of the Closing

Time, to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection (e) of this Section, except

that the specified date referred to shall be a date not more than three business days prior to the Closing Time.

(g) Approval

of Listing. At the Closing Time, the Nasdaq Stock Market LLC shall not have raised any objection to the listing of the Shares, the

Warrant Shares and any Option Securities on Nasdaq.

(h) No

Objection. FINRA has confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting

terms and arrangements relating to the offering of the Securities.

(i) Lock-up

Agreements. At the date of this Agreement, the Representative shall have received an agreement substantially in the form of Exhibit B

hereto signed by each of the Company’s directors and officers and their respective affiliated securityholders.

(j) [Reserved].

(k) Maintenance

of Rating. Neither the Company nor its Subsidiaries have any debt securities or preference shares that are rated by any “nationally

recognized statistical rating agency” (as defined in Section 3(a)(62) of the 1934 Act).

(l) Conditions

to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof to

purchase all or any portion of the Option Securities, the representations and warranties of the Company contained herein and the statements

in any certificates furnished by the Company and any of its Subsidiaries hereunder shall be true and correct as of each Date of Delivery

and, at the relevant Date of Delivery, the Representative shall have received:

(i) Officers’

Certificate. A certificate, dated such Date of Delivery, of the principal executive officer of the Company and of the principal financial

officer of the Company confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true

and correct as of such Date of Delivery.

(ii) Opinions

of Counsel for Company. If requested by the Representative, (i) the opinion and negative assurance letter of Gibson, Dunn & Crutcher

LLP, counsel for the Company, (ii) the opinion of Walkers (Cayman) LLP, counsel for the Company as to certain matters of Cayman Islands

law, and (iii) the opinion of Greenblum & Bernstein, P.L.C., special counsel for the Company with respect to intellectual property

matters, each in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option

Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinions and negative assurance letter required

by Section 5(b) hereof.

(iii) Opinion

of Counsel for Underwriters. If requested by the Representative, the opinion, and negative assurance letter, of Mintz, Levin, Cohn,

Ferris, Glovsky and Popeo, P.C., counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased

on such Date of Delivery and otherwise to the same effect as the opinions and negative assurance letter required by Section 5(c)

hereof.

(iv) Bring-down

Comfort Letter. If requested by the Representative, a letter from Baker Tilly US, LLP, in form and substance satisfactory to the Representative

and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Representative pursuant to

subsection (f) of this Section, except that the “specified date” in the letter furnished pursuant to this paragraph shall

be a date not more than three business days prior to such Date of Delivery.

(v) [Reserved].

(m) Additional

Documents. At the Closing Time and at each Date of Delivery (if any), counsel for the Underwriters shall have been furnished with

such other documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of

the Securities as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment

of any of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Securities

as herein contemplated shall be reasonably satisfactory in form and substance to the Representative and counsel for the Underwriters.

(n) Termination

of Agreement. If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this

Agreement, or, in the case of any condition to the purchase of Option Securities on a Date of Delivery which is after the Closing Time,

the obligations of the several Underwriters to purchase the relevant Option Securities, may be terminated by the Representative by notice

to the Company at any time at or prior to Closing Time or such Date of Delivery, as the case may be, and such termination shall be without

liability of any party to any other party except as provided in Section 4 and except that Sections 1, 4, 6, 7, 8, 14, 15, 16 and 17 shall

survive any such termination and remain in full force and effect.

SECTION 6. Indemnification.

(a) Indemnification

of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates (as such term is defined in Rule

501(b) under the 1933 Act (each, an “Affiliate”)), its selling agents and each person, if any, who controls any Underwriter

within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:

(i) against

any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue

statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be

a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or

necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material

fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, the

General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided

to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing

Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically),

or the omission or alleged omission in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters

Communication, the General Disclosure Package, the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials of

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

(ii) against

any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement

of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever

based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section

6(d) below) any such settlement is effected with the written consent of the Company;

(iii) against

any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representative), reasonably

incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency

or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue

statement or omission, to the extent that any such expense is not paid under (i) or (ii) above;

provided, however, that this

indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement

or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information

deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto)

in reliance upon and in conformity with the Underwriter Information.

(b) Indemnification

of Company, Directors and Officers. Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each

of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section

15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity

contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements

or omissions, made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant

to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity

with the Underwriter Information.

against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying

party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying

party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result

thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement.

In the case of parties indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall be selected by the Representative,

and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected by the Company.

An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying

party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying

parties be liable for the reasonable fees and expenses of more than one counsel (in addition to any local counsel) separate from their

own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction

arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified

parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding

by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution

could be sought under this Section 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto),

unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising

out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability

or a failure to act by or on behalf of any indemnified party.

(d) Settlement

without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse

the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the

nature contemplated by Section 6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days

after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms

of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed

such indemnified party in accordance with such request prior to the date of such settlement.

SECTION 7. Contribution.

If the indemnification provided for in Section 6 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified

party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute

to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i)

in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the Underwriters,

on the other hand, from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) is

not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause

(i) above but also the relative fault of the Company, on the one hand, and of the Underwriters, on the other hand, in connection with

the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable

considerations.

The relative benefits received

by the Company, on the one hand, and the Underwriters, on the other hand, in connection with the offering of the Securities pursuant to

this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Securities

pursuant to this Agreement (after deducting underwriting discounts and commissions but before deducting expenses) received by the Company,

on the one hand, and the total underwriting discount received by the Underwriters, on the other hand, in each case as set forth on the

cover of the Prospectus, bear to the aggregate initial public offering price of the Securities as set forth on the cover of the Prospectus.

The relative fault of the

Company, on the one hand, and the Underwriters, on the other hand, shall be determined by reference to, among other things, whether any

such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information

supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity

to correct or prevent such statement or omission.

The Company and the Underwriters

agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even

if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the

equitable considerations referred to above in this Section 7. The aggregate amount of losses, liabilities, claims, damages and expenses

incurred by an indemnified party and referred to above in this Section 7 shall be deemed to include any legal or other expenses reasonably

incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding

by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement

or omission or alleged omission.

Notwithstanding the provisions

of this Section 7, no Underwriter shall be required to contribute any amount in excess of the underwriting discounts and commissions received

by such Underwriter in connection with the Securities underwritten by it and distributed to the public.

No person guilty of fraudulent

misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not

guilty of such fraudulent misrepresentation.

For purposes of this Section

7, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and

each Underwriter’s Affiliates and selling agents shall have the same rights to contribution as such Underwriter, and each director

of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within

the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company. The

Underwriters’ respective obligations to contribute pursuant to this Section 7 are several in proportion to the number of Initial

Securities set forth opposite their respective names in Schedule A hereto and not joint.

SECTION 8. Representations,

Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement or in certificates

of officers of the Company or any of its Subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect regardless

of (i) any investigation made by or on behalf of any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter,

its officers or directors or any person controlling the Company and (ii) delivery of and payment for the Shares and/or Pre-Funded Warrants.

SECTION 9. Termination

of Agreement.

(a) Termination.

The Representative may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if there has

been, in the judgment of the Representative, since the time of execution of this Agreement or since the respective dates as of which information

is given in the Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change in the condition,

financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries considered as one

enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change

in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof

or other calamity or crisis or any change or development involving a prospective change in U.S. or international political, financial

or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representative, impracticable or

inadvisable to proceed with the completion of the offering or to enforce contracts for the sale of the Securities, or (iii) if trading

in any securities of the Company has been suspended or materially limited by the Commission or Nasdaq, or (iv) if trading generally on

the NYSE MKT or the New York Stock Exchange or in the Nasdaq Stock Market has been suspended or materially limited, or minimum or maximum

prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission,

FINRA or any other governmental authority, (v) a material disruption has occurred in commercial banking or securities settlement

or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe, or (vi) if a banking moratorium

has been declared by either Federal or New York authorities.

(b) Liabilities.

If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party

except as provided in Section 4 hereof, and provided further that Sections 1, 4, 6, 7, 8, 14, 15, 16 and 17 shall survive such termination

and remain in full force and effect.

SECTION 10. Default

by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Date of Delivery to purchase

the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representative

shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any

other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon

the terms herein set forth; if, however, the Representative shall not have completed such arrangements within such 24-hour period, then:

(i) if

the number of Defaulted Securities does not exceed 10% of the number of Securities to be purchased on such date, each of the non-defaulting

Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective

underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or

(ii) if

the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such date, this Agreement or, with respect

to any Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company to sell,

the Option Securities to be purchased and sold on such Date of Delivery shall terminate without liability on the part of any non-defaulting

Underwriter.

No action taken pursuant to

this Section shall relieve any defaulting Underwriter from liability in respect of its default.

In the event of any such default

which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which

does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities,

as the case may be, either the (i) Representative or (ii) the Company shall have the right to postpone Closing Time or the relevant Date

of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement,

the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter”

includes any person substituted for an Underwriter under this Section 10.

SECTION 11. Notices.

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted

by any standard form of telecommunication. Notices to the Underwriters shall be directed (i) to Leerink Partners LLC at 1301 Avenue of

the Americas, 5th Floor, New York, New York, 10019, attention of Stuart R. Nayman and (ii) to Mintz, Levin, Cohn, Ferris, Glovsky

and Popeo, P.C. at One Financial Center, Boston, MA 02111, attention of William C. Hicks, John T. Rudy, and Nishant M. Dharia. Notices

to the Company shall be directed to (i) MoonLake Immunotherapeutics, Dorfstrasse 29, 6300 Zug, Switzerland, Attention: Chief Financial

Officer and (ii) Gibson, Dunn & Crutcher LLP, One Embarcadero Center, Suite 2600, San Francisco, CA 94111, Attention: Ryan A. Murr

and Branden Berns.

SECTION 12. No Advisory

or Fiduciary Relationship. The Company acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement,

including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length

commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the

offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the

agent or fiduciary of the Company, any of its Subsidiaries or their respective shareholders, creditors, employees or any other party,

(c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering

of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company

or any of its Subsidiaries on other matters) and no Underwriter has any obligation to the Company with respect to the offering of the

Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged

in a broad range of transactions that involve interests that differ from those of the Company and (e) the Underwriters have not provided

any legal, accounting, regulatory or tax advice with respect to the offering of the Securities and the Company has consulted its own respective

legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

SECTION 13. Recognition

of the U.S. Special Resolution Regimes. In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding

under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under

this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this

Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

In the event that any Underwriter

that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime,

Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent

than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the

United States or a state of the United States.

For purposes of this Agreement,

(A) “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance

with, 12 U.S.C. § 1841(k); (B) “Covered Entity” means any of the following: (i) a “covered entity” as that

term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is

defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined

in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (C) “Default Right” has the meaning assigned to that term

in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (D) “U.S. Special

Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title

II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

SECTION 14. Parties.

This Agreement shall inure to the benefit of and be binding upon the Underwriters and the Company and their respective successors. Nothing

expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters

and the Company and their respective successors and the controlling persons and officers and directors referred to in Sections 6

and 7 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or

any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive

benefit of the Underwriters and the Company and their respective successors, and said controlling persons and officers and directors and

their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any

Underwriter shall be deemed to be a successor by reason merely of such purchase.

SECTION 15. Waiver of

Trial by Jury. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its shareholders and affiliates)

and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial

by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

SECTION 16. GOVERNING

LAW. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED

IN ACCORDANCE WITH THE LAWS OF, THE STATE OF NEW YORK WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS.

SECTION 17. Consent

to Jurisdiction; Waiver of Immunity. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions

contemplated hereby shall be instituted in (i) the federal courts of the United States of America located in the City and County

of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough

of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction

(except for proceedings instituted in regard to the enforcement of a judgment of any such court, as to which such jurisdiction is non-exclusive)

of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s

address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The

parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified

Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other

proceeding brought in any such court has been brought in an inconvenient forum.

SECTION 18. TIME.

TIME SHALL BE OF THE ESSENCE OF THIS AGREEMENT. EXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

SECTION 19. Partial

Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the

validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement

is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor

changes) as are necessary to make it valid and enforceable.

SECTION 20. Counterparts.

This Agreement may be executed in any number of counterparts (which may include counterparts delivered by any standard form of telecommunication),

each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same agreement. Counterparts

may be delivered via facsimile, electronic mail (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 and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

SECTION 21. Effect of

Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

SECTION

22. Entire Agreement. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the

Company and the Underwriters, or any of them, with respect to the subject matter hereof.

[SIGNATURE PAGES FOLLOW]

If the foregoing is in accordance

with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along

with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms.

Very truly yours,

MOONLAKE IMMUNOTHERAPEUTICS

By:

/s/ Matthias Bodenstedt

Name:

Matthias Bodenstedt

Title:

Chief Financial Officer

CONFIRMED AND ACCEPTED

As of the date first above written:

LEERINK PARTNERS LLC

By:

/s/ Sean Pitt

Name:

Sean Pitt

Title:

Senior Managing Director, Investment Banking

For themselves and as Representative of the other Underwriters named

in Schedule A hereto.

[Signature Page to Underwriting

Agreement]

SCHEDULE A

The initial public offering price per Share shall be $20.00.

The initial public offering price per Pre-Funded Warrant shall be $19.9999.

The initial public offering price per Option Security shall be $20.00.

The purchase price per Share and/or Option Security

to be paid by the several Underwriters shall be $18.90, being an amount equal to the initial public offering price set forth above less

$1.10 per Share and/or Option Security, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared

by the Company and payable on the Shares but not payable on the Option Securities.

The purchase price per Pre-Funded Warrant to be

paid by the Underwriters shall be $18.8999, being an amount equal to the initial public offering price per Pre-Funded Warrant set forth

above less $1.10 per Pre-Funded Warrant.

Name of Underwriters

Number of

Pre-Funded

Warrants

Leerink Partners LLC

3,750,000

416,667

Guggenheim Securities, LLC

1,500,000

166,667

Cantor Fitzgerald & Co.

1,500,000

166,667

LifeSci Capital LLC

1,500,000

166,667

H.C. Wainwright & Co., LLC

375,000

41,666

Clear Street LLC

375,000

41,666

Total

9,000,000

1,000,000

SCHEDULE B-1

Pricing Terms

1. The Company is selling 9,000,000 Shares.

2. The initial public offering price per Share shall be $20.00.

3. The Company is selling Pre-Funded Warrants to purchase up to 1,000,000 Warrant Shares.

4. The initial public offering price per Pre-Funded Warrant shall be $19.9999.

5. The Company has granted an option to the Underwriters, severally and not jointly, to purchase up to an

additional 1,500,000 Option Securities.

6. The initial public offering price per Option Security shall be $20.00.

SCHEDULE B-2

List of Written Testing-the-Waters Communications

None

Exhibit A

FORM OF PRE-FUNDED WARRANT

A-1

MOONLAKE IMMUNOTHERAPEUTICS

PRE-FUNDED

WARRANT TO PURCHASE CLASS A ORDINARY SHARES

Number of Shares: [●]

(subject to adjustment)

Warrant No. [●]

Original Issue Date: June 25, 2026

MoonLake Immunotherapeutics, a Cayman Islands exempted

company (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of

which are hereby acknowledged, [●] or its permitted registered assigns (the “Holder”), is entitled, subject to

the terms set forth below, to purchase from the Company up to a total of [●] Class A ordinary shares, $0.0001 par value per share

(the “Class A Ordinary Shares”), of the Company (each such share, a “Warrant Share” and all such

shares, the “Warrant Shares”) at an exercise price per share equal to $0.0001 per share (as adjusted from time to time

as provided in Section ‎9 herein, the “Exercise Price”), upon surrender of this Pre-Funded Warrant to Purchase

Class A Ordinary Shares (including any Pre-Funded Warrants to Purchase Class A Ordinary Shares issued in exchange, transfer or replacement

hereof, the “Warrant”) at any time and from time to time on or after the date hereof (the “Original Issue

Date”), and subject to the following terms and conditions:

1 Definitions.

For purposes of this Warrant, the following terms shall have the following meanings:

(a) “Affiliate”

means any Person directly or indirectly controlled by, controlling, or under common control with, a Holder, but only for so long as such

control shall continue. For purposes of this definition, “control” (including, with correlative meanings, “controlled

by,” “controlling” and “under common control with”) means, with respect to a Person, possession, direct

or indirect, of (a) the power to direct or cause direction of the management and policies of such Person (whether through ownership of

securities or partnership or other ownership interests, by contract or otherwise), or (b) at least 50% of the voting securities (whether

directly or pursuant to any option, warrant, or other similar arrangement) or other comparable equity interests.

(b) “Attribution

Parties” means, collectively, the following persons and entities: (i) any direct or indirect Affiliates of the Holder, (ii)

any investment vehicle, including, any funds, feeder funds or managed accounts, currently, or from time to time after the date hereof,

directly or indirectly managed or advised by the Holder’s investment manager, (iii) any Person acting or who could be deemed to

be acting as a Group together with the Holder or any Attribution Parties and (iv) any other Persons whose beneficial ownership of the

Company’s Class A Ordinary Shares would or could be aggregated with the Holder’s and/or any other Attribution Parties for

purposes of Section 13(d) or Section 16 of the Exchange Act. For clarity, the purpose of the foregoing is to subject collectively the

Holder and all other Attribution Parties to the Maximum Percentage.

means the U.S. Securities and Exchange Commission.

A-2

(d) “Exchange

Act” means the U.S. Securities Exchange Act of 1934, as amended.

(e) “Group”

shall have the meaning ascribed to it in Section 13(d) of the Exchange Act, and all related rules, regulations and jurisprudence.

(f) “Principal

Trading Market” means the national securities exchange or other trading market on which the Class A Ordinary Shares are primarily

listed and quoted for trading, which, as of the Original Issue Date, shall be the Nasdaq Capital Market.

(g) “Registration

Statement” means the Company’s registration statement on Form S-3 (File No. 333-274286), which was filed on August 31,

2023 and became effective on September 11, 2023.

(h) “Securities

Act” means the U.S. Securities Act of 1933, as amended.

(i) “Trading

Day” means any weekday on which the Principal Trading Market is open for trading.

(j) “Transfer

Agent” means Continental Stock Transfer and Trust Company, the Company’s transfer agent and registrar for the Class A

Ordinary Shares, and any successor appointed in such capacity.

(k) “VWAP”

means, for any date, the price determined by the first of the following clauses that applies: (i) if the Class A Ordinary Shares then

listed or quoted on a national securities exchange or other trading market, the daily volume weighted average price of the Class A Ordinary

Shares for such date (or the nearest preceding date) on the Principal Trading Market 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)), (ii) if the Class A Ordinary Shares then listed or quoted

for trading and neither OTCQB nor OTCQX is the Principal Trading Market, the volume weighted average price of the Class A Ordinary Shares

for such date (or the nearest preceding date) on OTCQB or OTCQX, as applicable, (iii) if the Class A Ordinary Shares not then listed or

quoted for trading on OTCQB or OTCQX and if prices for the Class A Ordinary Shares are then reported in the “Pink Sheets”

published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent

bid price per share of the Class A Ordinary Shares so reported, or (iv) in all other cases, the fair market value of a Class A Ordinary

Share as determined by an independent appraiser selected in good faith by the Holder and reasonably acceptable to the Company, the fees

and expenses of which shall be paid by the Company.

2 Issuance

of Securities; Registration of Warrants. The Warrant, as initially issued by the Company, is offered and sold pursuant to

the Registration Statement. As of the Original Issue Date, the Warrant Shares are issuable under the Registration Statement. Accordingly,

the Warrant and, assuming issuance pursuant to the Registration Statement or an exchange meeting the requirements of Section 3(a)(9)

of the Exchange Act as in effect on the Original Issue Date, the Warrant Shares, are not “restricted securities” under Rule

144 promulgated under the Securities Act. The Company shall register this Warrant, upon records to be maintained by or on behalf of the

Company for that purpose (the “Warrant Register”), in the name of the record Holder (which shall include the initial

Holder or, as the case may be, any registered assignee to which this Warrant is permissibly assigned hereunder) 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.

A-3

3 Registration

of Transfers. Subject to compliance with all applicable securities laws, the Company shall, or will cause its Transfer Agent

to, register the transfer of all or any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, and payment

for all applicable transfer taxes (if any). Upon any such registration or transfer, a new warrant to purchase Class A Ordinary Shares

in substantially the form of this Warrant (any such new warrant, a “New Warrant”) evidencing the portion of this Warrant

so transferred shall be issued to the transferee, and a New Warrant evidencing the remaining portion of this Warrant not so transferred,

if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance

by such transferee of all of the rights and obligations in respect of the New Warrant that the Holder has in respect of this Warrant.

The Company shall, or will cause its Transfer Agent to, prepare, issue, and deliver at the Company’s own expense any New Warrant

under this Section ‎3. Until due presentment for registration of transfer, the Company

may treat the registered Holder hereof as the owner and holder of this Warrant for all purposes, and the Company shall not be affected

by any notice to the contrary.

4 Exercise

and Duration of Warrants

(a) All

or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by Section ‎10 of

this Warrant at any time and from time to time on or after the Original Issue Date.

(b) The

Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached as Schedule 1 hereto

(the “Exercise Notice”), completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant

Shares as to which this Warrant is being exercised (which may take the form of a “cashless exercise” if so indicated in the

Exercise Notice pursuant to Section ‎10 below), and the date on which the last of such items is delivered to the Company

(as determined in accordance with the notice provisions hereof) is an “Exercise Date.” The Holder shall not be required

to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice shall have the

same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number

of Warrant Shares, if any.

5 Delivery

of Warrant Shares.

(a) Upon

exercise of this Warrant, the Company shall promptly (but in no event later than one (1) Trading Day after the Exercise Date), upon the

request of the Holder, credit such aggregate number of Class A Ordinary Shares to which the Holder is entitled pursuant to such exercise

to the Holder’s or its designee’s balance account with The Depository Trust Company (“DTC”) through its

Deposit Withdrawal Agent Commission system, or if the Transfer Agent is not participating in the Fast Automated Securities Transfer Program

or if the certificates or book entry position are required to bear a legend regarding restriction on transferability, issue and dispatch

by overnight courier to the address as specified in the Exercise Notice, a certificate or book entry position, registered in the Company’s

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

to such exercise. The Holder, or any natural person or legal entity (each, a “Person”) permissibly so designated by

the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date,

irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates

or book entry position evidencing such Warrant Shares, as the case may be.

A-4

(b) If by

the close of the first Trading Day after the Exercise Date, the Company fails to credit the Holder’s balance account with DTC for

such number of Warrant Shares to which the Holder is entitled, and if after such first Trading Day and prior to the receipt of such Warrant

Shares, the Holder purchases (in an open market transaction, provided such purchases shall be made in a commercially reasonable manner

at prevailing market prices) Class A Ordinary Shares 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, within two Trading Days after

the Holder’s request, in the Holder’s sole discretion, either (i) pay in cash to the Holder an amount equal to the Holder’s

total purchase price (including commercially reasonable brokerage commissions, if any) for the Class A Ordinary Shares so purchased, at

which point the Company’s obligation to deliver such Warrant Shares shall terminate, or (ii) (A) pay in cash to the Holder the amount,

if any, by which (1) the Holder’s total purchase price (including commercially reasonable brokerage commissions, if any) for the

Class A Ordinary Shares purchased in the Buy-In exceeds (2) the product of (x) the number of Warrant Shares that the Company was required

to deliver to the Holder in connection with the exercise at issue, times (y) the price at which the sell order giving rise to such purchase

obligation was executed (assuming such sale was executed on commercially reasonable terms at prevailing market prices and, if the sale

was executed in multiple transactions, the volume weighted average price), and (B) at the option of the Holder, either (1) 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 (2) deliver to the Holder the number of Class A Ordinary Shares that would have been issued had the Company timely

complied with its exercise and delivery obligations hereunder. The provisions of this Section ‎5(b) shall be the only

remedy available to the Holder in the event the Company fails to deliver to the Holder the required number of Warrant Shares in the manner

required pursuant to Section ‎5(a) and a Buy-In occurs. Irrespective of whether there is a Buy-In, no remedy shall be

available, notwithstanding the requirements of Section ‎5(a), unless and until the Company fails to deliver to the Holder

the required number of Warrant Shares by the close of the first Trading Day after the Exercise Date.

extent permitted by law and subject to Section ‎5(b), the Company’s obligations to issue and deliver Warrant Shares

in accordance with and subject to the terms hereof (including the limitations set forth in Section ‎11 below) are absolute

and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any

provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment,

limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation

or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance that might otherwise limit such

obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Subject to Section ‎5(b),

nothing herein shall limit the 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

certificates or a book entry position representing Class A Ordinary Shares upon exercise of the Warrant as required pursuant to the terms

hereof.

6 Charges,

Taxes and Expenses. Issuance and delivery of a book entry position for Class A Ordinary Shares upon exercise of this Warrant

shall be made without charge to the Holder for any issue or transfer tax, transfer agent fee or other incidental tax or expense (excluding

any applicable stamp duties) in respect of the issuance of such book entry shares, all of which taxes and expenses shall be paid by the

Company; provided, however, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved

in the registration of any certificates for Warrant Shares or the Warrants in a name other than that of the Holder or an Affiliate thereof.

The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving

Warrant Shares upon exercise hereof.

A-5

7 Replacement

of Warrant. If this Warrant is mutilated, lost, stolen, or destroyed, the Company shall issue or cause to be issued in exchange

and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon receipt

of evidence reasonably satisfactory to the Company of such loss, theft, or destruction (in such case) and, in each case, a customary

and reasonable indemnity and surety bond if requested by the Company. Applicants for a New Warrant under such circumstances shall also

comply with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe.

If a New Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver such mutilated Warrant to the

Company as a condition precedent to the Company’s obligation to issue the New Warrant.

8 Reservation

of Warrant Shares. The Company covenants that it will at all times while this Warrant is outstanding reserve and keep available

out of the aggregate of its authorized but unissued and otherwise unreserved Class A Ordinary Shares, solely for the purpose of enabling

it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of Warrant Shares that are then issuable and

deliverable upon the exercise of this Warrant, free from preemptive rights or any other contingent purchase rights of persons other than

the Holder (taking into account the adjustments and restrictions of Section ‎9). The

Company covenants that all Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise

Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid, and nonassessable. The Company will

take all such action as may be reasonably necessary to assure that such Class A Ordinary Shares may be issued as provided herein without

violation of any applicable law or regulation or of any requirements of any securities exchange or automated quotation system upon which

the Class A Ordinary Shares may be listed.

9 Certain

Adjustments. The number of Warrant Shares issuable upon exercise of this Warrant is subject to adjustment from time to time

as set forth in this Section ‎9.

(a) Stock

Dividends and Splits. If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its Class A Ordinary

Shares or otherwise makes a distribution on any class of capital stock issued and outstanding on the Original Issue Date and in accordance

with the terms of such shares on the Original Issue Date or as amended, that is payable in Class A Ordinary Shares, (ii) subdivides its

outstanding Class A Ordinary Shares into a larger number of Class A Ordinary Shares, (iii) combines its outstanding Class A Ordinary Shares

into a smaller number of Class A Ordinary Shares or (iv) issues by reclassification of shares of capital stock any additional Class A

Ordinary Shares of the Company, then in each such case the number of Warrant Shares then underlying this Warrant shall be divided by a

fraction, the numerator of which shall be the number of Class A Ordinary Shares outstanding immediately before such event and the denominator

of which shall be the number of Class A Ordinary Shares outstanding immediately after such event. Any adjustment made pursuant to clause

(i) of this paragraph shall become effective immediately after the record date for the determination of shareholders entitled to receive

such dividend or distribution, provided, however, that if such record date shall have been fixed and such dividend is not fully paid on

the date fixed therefor, the number of Warrant Shares shall be recomputed accordingly as of the close of business on such record date

and thereafter the Warrant Shares shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends. Any

adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date of such subdivision

or combination.

A-6

(b) Pro

Rata Distributions. If the Company, at any time while this Warrant is outstanding, distributes to all holders of Class A Ordinary

Shares for no consideration (i) evidences of its indebtedness, (ii) any security (other than a distribution of Class A Ordinary Shares

covered by the preceding paragraph), (iii) rights or warrants to subscribe for or purchase any security, or (iv) cash or any other asset

(in each case, “Distributed Property”), then, upon any exercise of this Warrant that occurs after the record date fixed

for determination of shareholders entitled to receive such distribution, the Holder shall be entitled to receive, in addition to the Warrant

Shares otherwise issuable upon such exercise (if applicable), the Distributed Property that such Holder would have been entitled to receive

in respect of such number of Warrant Shares had the Holder been the record holder of such Warrant Shares immediately prior to such record

date without regard to any limitation on exercise contained therein; provided, that to the extent that the Holder’s right to participate

in any such distribution would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder

shall not be entitled to participate in such distribution to such extent (and shall not be entitled to beneficial ownership of such Class

A Ordinary Shares 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 or times as its right thereto would not result in the Holder and the other Attribution Parties

exceeding the Maximum Percentage, at which time or times the Holder shall be granted such distribution (and any distributions declared

or made on such initial distribution or on any subsequent distribution held similarly in abeyance) to the same extent as if there had

been no such limitation.

Rights. If at any time while this Warrant is outstanding, the Company grants, issues or sells any Options, Convertible Securities

or rights to purchase shares, warrants, securities or other property, in each case pro rata to the record holders of Class A Ordinary

Shares (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 Class A Ordinary

Shares acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant,

including without limitation, the Maximum Percentage) 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 Class A Ordinary Shares are to

be determined for the grant, issuance or sale of such Purchase Rights; provided, that to the extent that the Holder’s right to participate

in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder

shall not be entitled to participate in such Purchase Right to such extent (and shall not be entitled to beneficial ownership of such

Class A Ordinary Shares as a result of such Purchase Right (and beneficial ownership) to such extent) and at the Holder’s election,

in its sole discretion, either (1) such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such

time or times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage,

at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase

Right or on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation

or (2) the Company shall offer the Holder the right upon exercise of such Purchase Right to acquire a security (e.g. a pre-funded warrant)

that would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage but will otherwise to the extent

possible have economic and other rights, preferences and privileges substantially consistent and on par with the securities or other property

issuable upon exercise of the originally offered Purchase Rights. As used in this Section 9(c), (i) “Options” means any rights,

warrants or options to subscribe for or purchase Class A Ordinary Shares or Convertible Securities and (ii) “Convertible Securities”

mean any shares or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for Class A

Ordinary Shares.

A-7

(d) Fundamental

Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the Company

with or into another Person, in which the Company is not the surviving entity or in which the shareholders of the Company immediately

prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately

after such merger or consolidation, (ii) the Company effects any sale to another Person of all or substantially all of its assets in one

transaction or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another

Person), holders of capital stock tender shares representing more than 50% of the voting power of the capital stock of the Company and

the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase agreement

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

another Person whereby such other Person acquires more than 50% of the voting power of the capital stock of the Company (except for any

such transaction in which the shareholders of the Company immediately prior to such transaction maintain, in substantially the same proportions,

the voting power of such Person immediately after the transaction) or (v) the Company effects any reclassification of the Class A Ordinary

Shares or any compulsory share exchange pursuant to which the Class A Ordinary Shares are effectively converted into or exchanged for

other securities, cash or property (other than as a result of a subdivision or combination of Class A Ordinary Shares covered by Section

‎9(a) above) (in any such case, a “Fundamental Transaction”), then following such Fundamental Transaction

the Holder shall have the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as

it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental

Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations

on exercise contained herein (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction

in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (x) the Alternate

Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to

Section ‎10 below or (y) prior to, simultaneously with or promptly following the consummation thereof, any successor

to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver

to the Holder, such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and

the other obligations under this Warrant. The provisions of this paragraph (d) shall similarly apply to subsequent transactions analogous

to a Fundamental Transaction type.

(e) Calculations.

All calculations under this Section ‎9 shall be made to the nearest share, as applicable.

(f) Notice

of Adjustments. Upon the occurrence of each adjustment pursuant to this Section ‎9, the Company at its expense will,

at the written request of the Holder, promptly compute such adjustment, in good faith, in accordance with the terms of this Warrant and

prepare a certificate setting forth such adjustment, including a statement of the adjusted number or type of Warrant Shares or other securities

issuable upon exercise of this Warrant (as applicable), describing the transactions giving rise to such adjustments and showing in detail

the facts upon which such adjustment is based. Upon written request, the Company will promptly deliver a copy of each such certificate

to the Holder and to the Transfer Agent.

(g) Notice

of Corporate Events. If, while this Warrant is outstanding, the Company (i) declares a dividend or any other distribution of cash,

securities or other property in respect of its Class A Ordinary Shares, including, without limitation, any granting of rights or warrants

to subscribe for or purchase any capital stock of the Company or any subsidiary, (ii) enters into any definitive agreement contemplating

or soliciting shareholder approval for any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation or winding

up of the affairs of the Company, then, except if such notice and the contents thereof shall be deemed to constitute material non-public

information, the Company shall deliver to the Holder a notice of such transaction at least ten (10) days prior to the applicable record

or effective date on which a Person would need to hold Class A Ordinary Shares in order to participate in or vote with respect to such

transaction; provided, however, that the failure to deliver such notice or any defect therein shall not affect the validity

of the corporate action required to be described in such notice. In addition, if while this Warrant is outstanding, the Company enters

into any definitive agreement contemplating or solicits shareholder approval for any Fundamental Transaction contemplated by Section

‎9(d), other than a Fundamental Transaction under clause (iii) of Section ‎9(d), the Company shall deliver

to the Holder a notice of such Fundamental Transaction at least ten (10) days prior to the date such Fundamental Transaction is consummated.

Holder agrees to maintain any information disclosed pursuant to this Section ‎9(g) in confidence until such information

is publicly available and shall comply with applicable law with respect to trading in the Company’s securities following receipt

of any such information.

A-8

10 Payment

of Exercise Price. Notwithstanding anything contained herein to the contrary, the Holder may, in its sole discretion, satisfy

its obligation to pay the Exercise Price through a “cashless exercise,” in which event the Company shall issue to the Holder

the number of Warrant Shares determined as follows:

X = Y [(A-B)/A]

where:

“X” equals the number of Warrant

Shares to be issued to the Holder;

“Y” equals the total number

of Warrant Shares with respect to which this Warrant is then being exercised;

“A” equals the last VWAP immediately

preceding the time of delivery of the Exercise Notice giving rise to the applicable “cashless exercise,” as set forth in the

applicable Exercise Notice (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such

that, in the event that this Warrant is exercised at a time that the Principal Trading Market is open, the prior Trading Day’s VWAP

shall be used in this calculation); and

“B” equals the Exercise Price

then in effect for the applicable Warrant Shares at the time of such exercise.

For purposes of Rule 144 promulgated under the

Securities Act, it is intended, understood, and acknowledged that the Warrant Shares issued in a “cashless exercise” transaction

shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced,

on the date this Warrant was originally issued (provided that the Commission continues to take the position that such treatment is proper

at the time of such exercise).

Except as set forth in Section ‎12 (payment

of cash in lieu of fractional shares), in no event will the exercise of this Warrant be settled in cash.

11 Limitations

on Exercise.

(a) Notwithstanding

anything to the contrary contained in any Section 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 Class A Ordinary Shares beneficially owned by the Holder and the other

Attribution Parties, to exceed [4.99][9.99% (or, at the election of the Holder prior to the issuance of the Warrant, 4.99%)] (the “Maximum

Percentage”) of the total number of issued and outstanding Class A Ordinary Shares of the Company following such exercise, or

(ii) the combined voting power of the securities of the Company beneficially owned by the Holder and the other Attribution Parties to

exceed 9.99% of the combined voting power of all of the securities of the Company then outstanding following such exercise. For purposes

of this Warrant, in determining the number of outstanding Class A Ordinary Shares, the Holder may rely on the number of outstanding Class

A Ordinary Shares as reflected in (x) the Company’s most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as

the case may be, filed with the Commission prior to the date hereof, (y) a more recent public announcement by the Company or (z) any other

notice by the Company or its transfer agent setting forth the number of Class A Ordinary Shares outstanding. Upon the written request

of the Holder, the Company shall within three (3) Trading Days confirm in writing or by electronic mail to the Holder the number of Class

A Ordinary Shares then outstanding. In any case, the number of outstanding Class A Ordinary Shares shall be determined after giving effect

to the conversion or exercise of securities of the Company, including this Warrant, by the Holder since the date as of which such number

of outstanding Class A Ordinary Shares was reported. By written notice to the Company, the Holder may from time to time increase or decrease

the Maximum Percentage to any other percentage specified not in excess of 19.99% (the “Maximum Cap”) in such notice;

provided that any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the

Company; provided, that the Maximum Cap shall only apply to the extent required by Nasdaq Marketplace Rule 5635(b) and if the Maximum

Cap is not applicable then the Warrant shall be fully exercisable. For purposes of this Section ‎11(a), the aggregate

number of Class A Ordinary Shares or voting securities beneficially owned by the Holder and the other Attribution Parties shall include

the Class A Ordinary Shares issuable upon the exercise of this Warrant with respect to which such determination is being made, but shall

exclude the number of Class A Ordinary Shares 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 Class A Ordinary Shares, including, without limitation, any debt, preferred shares,

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, Class A Ordinary Shares), is subject to a limitation on conversion or exercise analogous to the limitation

contained herein and is beneficially owned by the Holder and the other Attribution Parties.

A-9

(b) This

Section ‎11 shall not restrict the number of Class A Ordinary Shares that a Holder may receive or beneficially own in

order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction

as contemplated in Section ‎9 of this Warrant.

12 No

Fractional Shares. No fractional Warrant Shares will be issued in connection with any exercise of this Warrant. In lieu of

any fractional shares that would otherwise be issuable, the number of Warrant Shares to be issued shall be rounded down to the next whole

number and the Company shall pay the Holder in cash the fair market value (based on the last VWAP immediately preceding the time of delivery

of the applicable Exercise Notice) for any such fractional shares.

13 Notices.

Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice) shall be in

writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered

via confirmed e-mail at the e-mail address specified below prior to 4:00 P.M., New York City time, on a Trading Day, (ii) the next Trading

Day after the date of transmission, if such notice or communication is delivered via confirmed e-mail at the e-mail address specified

below on a day that is not a Trading Day or later than 4:00 P.M., New York City time, on any Trading Day, (iii) the second Trading Day

following the date of mailing, if sent by nationally recognized overnight courier service specifying next business day delivery, or (iv)

upon actual receipt by the Person to whom such notice is required to be given, if by hand delivery. The e-mail address for purposes of

providing notice hereunder is: m.bodenstedt@moonlaketx.com.

14 Warrant

Agent. The Company shall initially serve as warrant agent under this Warrant. Upon ten (10) days’ notice to the Holder,

the Company may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged, or any corporation

resulting from any consolidation to which the Company or any new warrant agent shall be a party, or any corporation to which the Company

or any new warrant agent transfers substantially all of its corporate trust or shareholders services business shall be a successor warrant

agent under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice of its succession as warrant

agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s last address as shown on the Warrant Register.

15 Miscellaneous.

(a) No

Rights as a Shareholder. The Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be entitled to

vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this

Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder of this Warrant, any of the rights

of a shareholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue

of shares, reclassification of shares, consolidation, merger, amalgamation, conveyance or otherwise), receive notice of meetings, receive

dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled

to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities

on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a shareholder of the Company, whether such

liabilities are asserted by the Company or by creditors of the Company.

A-10

(b) Authorized

Shares. Except and to the extent as waived or consented to by the Holder, the Company shall not, by any action, including, without

limitation, amend its articles of association or effect any reorganization, transfer of assets, consolidation, merger, dissolution, issue,

or sale of securities or any other voluntary action to 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.

and Assigns. Subject to compliance with applicable securities laws, this Warrant may be assigned by the Holder. This Warrant may not

be assigned by the Company without the written consent of the Holder except to a successor in the event of a Fundamental Transaction.

This Warrant shall be binding on and inure to the benefit of the Company and the Holder and their respective successors and assigns. Subject

to the preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the Company and the Holder any

legal or equitable right, remedy, or cause of action under this Warrant. This Warrant may be amended only in writing signed by the Company

and the Holder, or their successors and assigns.

(d) Amendment

and Waiver. Except as otherwise provided herein, the provisions of this Warrant may be amended and the Company may take any action

herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent

of the Holder.

(e) Acceptance.

Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.

(f) Governing

Law; Jurisdiction. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT, AND INTERPRETATION OF THIS WARRANT SHALL BE GOVERNED

BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF

LAW THEREOF. EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS

SITTING IN THE STATE OF NEW YORK, 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 SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH

COURT. EACH OF THE COMPANY AND THE HOLDER 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 PERSON AT THE ADDRESS IN EFFECT FOR NOTICES TO IT 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

MANNER PERMITTED BY LAW. EACH OF THE COMPANY AND THE HOLDER HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY.

(g) Headings.

The headings herein are for convenience only, do not constitute a part of this Warrant, and shall not be deemed to limit or affect any

of the provisions hereof.

(h) Severability.

In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability

of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby, and the Company and the Holder

will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefor,

and upon so agreeing, shall incorporate such substitute provision in this Warrant.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

A-11

IN WITNESS WHEREOF, the Company has caused this

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

MOONLAKE IMMUNOTHERAPEUTICS

By:

Name:

Title:

A-12

SCHEDULE 1

FORM

OF EXERCISE NOTICE

[To

be executed by the Holder to purchase Class A Ordinary Shares under the Warrant]

Ladies

and Gentlemen:

(1) The

undersigned is the Holder of Warrant No. ______ (the “Warrant”) issued

by MoonLake Immunotherapeutics, a Cayman Islands exempted company (the “Company”).

Capitalized terms used herein and not otherwise defined herein have the respective meanings

set forth in the Warrant.

(2) The

undersigned hereby exercises its right to purchase Warrant Shares pursuant to the Warrant.

(3) The

Holder intends that payment of the Exercise Price shall be made as (check one):

☐ Cash

Exercise

☐ “Cashless

Exercise” under Section 10 of the Warrant

(4) If

the Holder has elected a Cash Exercise, the Holder shall pay the sum of $______ in immediately

available funds to the Company in accordance with the terms of the Warrant.

(5) Pursuant

to this Exercise Notice, the Company shall deliver to the Holder Warrant Shares determined

in accordance with the terms of the Warrant.

(6) By

its delivery of this Exercise Notice, the undersigned represents and warrants to the Company

that in giving effect to the exercise evidenced hereby the Holder will not beneficially own

in excess of the number of Class A Ordinary Shares (as determined in accordance with Section

13(d) of the Securities Exchange Act of 1934, as amended) permitted to be owned under Section

11(a) of the Warrant to which this notice relates.

Dated:

Name of Holder:

By:

Name:

Title:

(Signature must conform in all respects to name

of Holder as specified on the face of the Warrant)

A-13

Exhibit B

FORM OF LOCK-UP AGREEMENT

B-1

Form of Lock-Up Agreement

June _____, 2026

Leerink Partners LLC

as Representative of the several Underwriters

c/o

Leerink Partners LLC

53 State Street, 40th Floor

Boston, MA 02109

Re:

Proposed Public Offering by MoonLake Immunotherapeutics

Ladies and Gentlemen:

The undersigned, a shareholder,

officer and/or director of MoonLake Immunotherapeutics, a Cayman Islands exempted company (the “Company”), understands

that Leerink Partners LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting

Agreement”) with the Company providing for the public offering (the “Public Offering”) of the Company’s

Class A ordinary shares, par value $0.0001 per share (the “Shares”), and any other securities as may be determined

to be issued by the Company pursuant to the Underwriting Agreement. In recognition of the benefit that such an offering will confer upon

the undersigned as a shareholder, an officer and/or a director of the Company, and for other good and valuable consideration, the receipt

and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement

(collectively, the “Underwriters”) that, during the period beginning on the date hereof and ending on the date that

is 45 days from the date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the

prior written consent of the Representative, on behalf of the Underwriters, directly or indirectly, (i) offer, pledge, sell, contract

to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the

sale of, or otherwise dispose of or transfer any Shares or any securities convertible into or exchangeable or exercisable for Shares,

whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power

of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of

any of the Lock-Up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act

of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly

or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled

by delivery of Shares or other securities, in cash or otherwise.

Notwithstanding the foregoing,

and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of the Representative,

provided, in each case, that (1) in the cases of (i), (ii), (iii), (iv), (v), (ix) and (x), the Representative receives a signed

lock-up agreement for the balance of the Lock-Up Period from each donee, trustee, distributee, or transferee, as the case may be, (2)

in the cases of (i), (ii), (iii), (iv), (v), (vi), (ix) and (x), any such transfer shall not involve a disposition for value, (3) such

transfers are not required to be reported with the U.S. Securities and Exchange Commission on Form 4 in accordance with Section 16 of

the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than in the case of a transfer or other

disposition pursuant to clauses (vii), (viii) and (xi), where any filing under the Exchange Act or other public filing, report or announcement

in connection with such transfer or distribution legally required during the Lock-Up Period shall clearly indicate by footnote disclosure

or otherwise the nature of the transfer or disposition, and (4) the undersigned does not otherwise voluntarily effect any public filing

or report regarding such transfers (other than a filing on a Form 5 made after the expiration of the Lock-Up Period):

(i) as a bona fide gift or gifts or for bona fide estate planning purposes;

B-2

(ii) to any member of the immediate family of the undersigned or any trust for the direct or indirect benefit

of the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family”

shall mean any relationship by blood, marriage or adoption, not more remote than first cousin);

(iii) as a distribution or other transfer by a partnership to its partners or former partners or by a limited

liability company to its members or former members, or by a corporation to its shareholders or former shareholders or to any wholly-owned

subsidiary of such corporation, or by a trust contemplated in clause (ii) above to its beneficiaries;

(iv) to the undersigned’s affiliates or to any investment fund or other entity controlled or managed

by the undersigned or the immediate family of the undersigned;

(v) pursuant to a qualified domestic relations order or in connection with a divorce settlement;

(vi) by will, other testamentary document or intestate succession upon the death of the undersigned;

(vii) to the Company in satisfaction of any tax withholding obligation;

(viii) in connection with the conversion of any convertible security into, or the exercise of any option or warrant

for, Shares in a manner consistent with the description of such securities contained in the Prospectus, provided that any such Shares

received shall be subject to the terms of this agreement;

(ix) to a charitable organization or educational institution;

(x) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible

under clauses (i) through (ix) above; or

(xi) in connection with sales of the undersigned’s Lock-Up Securities made pursuant to a 10b5-1 trading

plan that complies with Rule 10b5-1 under the Exchange Act (“10b5-1 Trading Plan”) that has been entered into by the

undersigned prior to the date of this lock-up agreement and provided to the Representative and its counsel.

B-3

Furthermore, no provision

in this letter shall be deemed to restrict or prohibit (1) the transfer of the undersigned’s Lock-Up Securities to the Company in

connection with the termination of the undersigned’s services to the Company, provided that any filing under Section 16 of the Exchange

Act made in connection with such transfer shall clearly indicate in the footnotes thereto that the filing relates to the circumstances

described in this clause (1); (2) the exercise or exchange by the undersigned of any option or warrant to acquire any Shares or options

to purchase Shares, in each case for cash or on a “cashless” or “net exercise” basis, pursuant to any share option,

share bonus or other share plan or arrangement; provided, however, that the underlying Shares shall continue to be subject to the restrictions

on transfer set forth in this letter and that any filing under Section 16 of the Exchange Act made in connection with such exercise or

exchange shall clearly indicate in the footnotes thereto that (a) the filing relates to the circumstances described in this clause (2)

and (b) no shares were sold by the reporting person; (3) the transfer of Lock-Up Securities upon the completion of a bona fide third-party

tender offer, merger, consolidation or other similar transaction made to all holders of the Company’s securities involving a change

of control of the Company (including, without limitation, the entering into of any lock-up, voting or similar agreement pursuant to which

the undersigned may agree to transfer, sell, tender or otherwise dispose of Shares or other such securities in connection with such transaction,

or vote any Shares or other securities in favor of any such transaction); provided, however, that in the event that such tender offer,

merger, consolidation or other such transaction is not completed, such securities held by the undersigned shall remain subject to the

restrictions on transfer set forth in this letter; and (4) the conversion of outstanding preference shares of the Company into Shares,

provided that any such shares received upon such conversion shall be subject to the restrictions on transfer set forth in this letter.

Notwithstanding anything herein

to the contrary, nothing herein shall prevent the undersigned from establishing a 10b5-1 Trading Plan or from amending an existing 10b5-1

Trading Plan so long as there are no sales of Lock-Up Securities under any such 10b5-1 Trading Plan during the Lock-Up Period; provided,

however, that any public announcement or filing under the Exchange Act regarding the establishment or amendment of such 10b5-1 Trading

Plan shall clearly disclose that no Shares shall be disposed by such plan during the duration of the Lock-Up Period.

The undersigned also agrees

and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of

the Lock-Up Securities except in compliance with the foregoing restrictions. This lock-up agreement shall automatically terminate, and

the undersigned shall be released from the undersigned’s obligations hereunder, upon the earliest to occur, if any, of (i) prior

to the execution of the Underwriting Agreement, the Company advises the Representative in writing that it has determined not to proceed

with the Public Offering; (ii) the Underwriting Agreement is executed but is terminated prior to the closing of the Public Offering (other

than the provisions thereof which survive termination), or (iii) July 15, 2026, in the event that the Underwriting Agreement has not been

executed by such date.

This agreement shall be governed

by, and construed in accordance with, the laws of the State of New York.

[SIGNATURE PAGE FOLLOWS]

B-4

Very truly yours,

Name of Security Holder (Print exact name)

By:

Signature

If not signing in an individual capacity:

Name of Authorized Signatory (Print)

Title of Authorized Signatory (Print)

(indicate capacity of person signing if signing as custodian, trustee, or on behalf of an entity)

[Signature

Page to Lock-Up Agreement]

EX-4.1 — FORM OF PRE-FUNDED WARRANT

EX-4.1

Filename: ea029576601ex4-1.htm · Sequence: 3

Exhibit 4.1