Form 8-K

8-K — Cadrenal Therapeutics, Inc.

Accession: 0001213900-26-038014

Filed: 2026-04-01

Period: 2026-03-31

CIK: 0001937993

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Material Modifications to Rights of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — ea0284507-8k_cadrenal.htm (Primary)

EX-4.1 — FORM OF NEW WARRANT (ea028450701ex4-1.htm)

EX-4.2 — FORM OF PLACEMENT AGENT WARRANT (ea028450701ex4-2.htm)

EX-10.1 — FORM OF WARRANT INDUCEMENT AGREEMENT (ea028450701ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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0001937993

2026-03-31

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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):

March 31, 2026

Cadrenal Therapeutics, Inc.

(Exact name of registrant as specified in charter)

Delaware

001-41596

88-0860746

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

822 A1A North, Suite 306

Ponte Vedra, Florida 32082

(Address of principal executive offices and zip

code)

(904) 300-0701

(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 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(b) 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 Symbols

Name of each exchange on which registered

Common Stock, par value $0.001 per share

CVKD

The Nasdaq Stock Market LLC

(Nasdaq Capital Market)

Indicate by check mark whether the registrant

is an emerging growth company as defined in 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 checkmark

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.

Warrant Inducement

Agreement and Issuance of New Warrants

On March 31, 2026, Cadrenal

Therapeutics, Inc. (the “Company”) entered into a warrant inducement letter agreement (the “Inducement Agreement”)

with a holder (the “Holder”) of the Company’s warrants to purchase shares of the Company’s common stock, par value

$0.001 per share (the “Common Stock”), issued in a private placement offering that closed on November 4, 2024 (the “Existing

Warrants”). Pursuant to the Inducement Agreement, the Holder of the Existing Warrants agreed to exercise for cash the Existing Warrants

to purchase up to an aggregate of 571,430 shares of Common Stock, at the adjusted exercise price of $4.50 per share (reduced from the

initial exercise price of $16.50 per share). The offer and resale of the shares of Common Stock underlying the Existing Warrants (the

“Existing Warrant Shares”) have been registered pursuant to the Company’s Registration Statement on Form S-3 (File No.

333-283226) (the “Registration Statement”). The Registration Statement is currently effective and, upon exercise of the Existing

Warrants pursuant to the Inducement Agreement, will be effective for the issuance or sale, as the case may be, of the Existing Warrant

Shares.

The transactions contemplated by the Inducement Agreement is expected

to close on April 1, 2026 (the “Closing Date”), subject to the satisfaction of customary closing conditions. The Company will

receive aggregate gross proceeds of approximately $2.5 million from the exercise of the Existing Warrants, before deducting placement

agent fees and other expenses payable by the Company.

In consideration of the Holder’s agreement to exercise the Existing

Warrants (the “Warrant Exercise”), at the reduced exercise price of $4.50 per share (which is equal to the Minimum Price,

as defined in Rule 5635(d)(1)(A) of The Nasdaq Stock Market, plus $0.25), in accordance with the Inducement Agreement, the Company issued

to the Holder new unregistered Series B-1 Common Stock purchase warrants (the “Series B-1 Warrants”) to purchase an aggregate

of 571,430 shares of Common Stock, equal to 100% of the number of Existing Warrant Shares issued upon exercise of the Existing Warrants,

and new unregistered Series B-2 Common Stock purchase warrants (the “Series B-2 Warrants” and, together with the Series B-1

Warrants, the “New Warrants”) to purchase an aggregate of 571,430 shares of Common Stock, equal to 100% of the number of Existing

Warrant Shares issued upon exercise of the Existing Warrants. The New Warrants are immediately exercisable at an exercise price of $4.50

per share. The shares of Common Stock issuable upon exercise of the New Warrant Shares are hereinafter referred to collectively as the

“New Warrant Shares.” The Series B-1 Warrants and the Series B-2 Warrants are exercisable for a term of five (5) years and

eighteen (18) months, respectively, from the date that the Resale Registration Statement (hereinafter defined) has been declared effective

by the Securities and Exchange Commission (the “Commission”). The New Warrants and the New Warrant Shares are being issued

in a private placement and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and

are instead being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder.

The Company agreed in

the Inducement Agreement to file a registration statement on Form S-3 to register the resale of the New Warrant Shares (the “Resale

Registration Statement”) as soon as practicable (and in any event within 30 calendar days following the date of the Inducement Agreement),

and to use commercially reasonable efforts to have the Resale Registration Statement declared effective by the Commission within 60 days

following the date of the Inducement Agreement (or 90 days following the date of the Inducement Agreement in the event of a “limited

review” or “full review” by the Commission) and to keep such Resale Registration Statement effective at all times until

no Holder owns any New Warrants or New Warrant Shares.

The Company expects to

use the net proceeds from the Warrant Exercise for working capital purposes.

Pursuant to the Inducement

Agreement, the Company has agreed, with certain limited exceptions, for fifteen days following the Closing Date, not to issue any shares

of Common Stock or Common Stock Equivalents (as defined in the New Warrants) or to file any registration statement.

H.C. Wainwright & Co., LLC (“HCW”) served as the Company’s

exclusive placement agent in connection with the Warrant Exercise and other transactions described in the Inducement Agreement. Pursuant

to the terms of an engagement letter, dated August 14, 2025, by and between the Company and HCW (the “Engagement Letter”),

the Company agreed to: (i) pay to HCW a cash fee equal to 7.0% of the aggregate gross proceeds received from the Holder upon exercise

of the Existing Warrants, and (ii) issue to HCW, or its designees, warrants (the “Placement Agent Warrants”) to purchase up

to 37,143 shares of Common Stock (the “Placement Agent Warrant Shares”), which is equal to 6.5% of the aggregate number of

Existing Warrant Shares. The Placement Agent Warrants will have substantially the same terms as the Series B-1 Warrants, except that the

Placement Agent Warrants will have an exercise price of $5.625 per share, which is equal to 125% of the exercise price of the New Warrants.

Terms of the New Warrants

The New Warrants will be immediately exercisable at an exercise price

of $4.50 per share. The Series B-1 Warrants and the Series B-2 Warrants will be exercisable for a term of five (5) years and eighteen

(18) months, respectively, from the date that the Resale Registration Statement has been declared effective by the Commission. If at any

time after the 60-day anniversary of the date of issuance, a registration statement registering the issuance of the New Warrant Shares

under the Securities Act is not effective or available, the holder will have the right, in its sole discretion, elect to exercise the

New Warrants through a cashless exercise, in which case the holder would receive upon such exercise the net number of shares of Common

Stock determined according to the formula set forth in the New Warrants.

The exercise price of

the New Warrants, and the number of New Warrant Shares, will be subject to adjustment in the event of any stock dividend or split, recapitalization,

reorganization or similar transaction, as described in the New Warrants.

A holder of New Warrants

will not have the right to exercise any portion of the New Warrants if the holder (together with its affiliates) would beneficially own

in excess of 4.99% (or, upon election of the holder, 9.99%) of the number of shares of Common Stock outstanding immediately after giving

effect to the exercise, as such percentage ownership is determined in accordance with the terms of the New Warrants. However, a holder

may increase or decrease such percentage, provided that any increase will not be effective until the 61st day after such election.

In the event of a Fundamental

Transaction (as such term is defined in the New Warrants), then the successor entity will succeed to, and be substituted for the Company,

and may exercise every right and power that the Company may exercise and will assume all of its obligations under the New Warrants with

the same effect as if such successor entity had been named in the New Warrant itself. If holders of Common Stock are given a choice as

to the securities, cash or property to be received in a Fundamental Transaction, then a holder of the New Warrants will be given the same

choice as to the consideration it receives upon any exercise of the New Warrants following such Fundamental Transaction. Notwithstanding

the foregoing, in the event of a Fundamental Transaction, the holders of the New Warrants will have the right to require the Company or

a successor entity to purchase the New Warrant for cash in the amount of the Black Scholes Value (as defined in the New Warrant) of the

unexercised portion of the New Warrants concurrently with or within 30 days following the consummation of a Fundamental Transaction. However,

in the event of a Fundamental Transaction which is not in the Company’s control, including a Fundamental Transaction not approved

by the Company’s board of directors, the holders of the New Warrants will only be entitled to receive from the Company or its successor

entity, as of the date of consummation of such Fundamental Transaction, the same type or form of consideration (and in the same proportion),

at the Black Scholes Value of the unexercised portion of the New Warrant that is being offered and paid to the holders of Common Stock

in connection with the Fundamental Transaction, whether that consideration is in the form of cash, stock or any combination of cash and

stock, or whether the holders of Common Stock are given the choice to receive alternative forms of consideration in connection with the

Fundamental Transaction.

Except as otherwise provided

in the New Warrants or by virtue of such holder’s ownership of shares of Common Stock, the holder of a New Warrants will not have

the rights or privileges of a holder of Common Stock, including any voting rights, until the holder exercises such warrant.

The foregoing summary

of the Warrant Exercise, including the securities issued in connection therewith, the Inducement Agreement, the New Warrants and the Placement

Agent Warrants do not purport to be complete and are qualified in their entirety by reference to the definitive transaction documents,

copies of which are attached hereto as Exhibits 10.1, 4.1 and 4.2, respectively, and are each incorporated herein by reference.

The Company notes that

the representations, warranties and covenants made by the Company in any agreement that is incorporated by reference herein were made

solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties

to such agreements. In addition, the assertions embodied in any representations, warranties and covenants contained in such agreements

may be subject to qualifications with respect to knowledge and materiality different from those applicable to security holders generally.

Moreover, such representations, warranties or covenants were accurate only as of the date when made, except where expressly stated otherwise.

Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of the

Company’s affairs at any time.

This Current Report on

Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy, and these securities cannot be sold in any state

or jurisdiction in which this offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities

laws of any state or jurisdiction. Any offer will be made only by means of a prospectus, including a prospectus supplement, forming a

part of the effective registration statement.

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure

regarding the New Warrants, the New Warrant Shares, the Placement Agent Warrants and the Placement Agent Warrant Shares set forth under

Item 1.01 is incorporated by reference into this Item 3.02. None of the New Warrants, the New Warrant Shares, the Placement Agent Warrants

or the Placement Agent Warrant Shares have been registered under the Securities Act, and none may be sold in the United States absent

registration or an applicable exemption from the registration requirements of the Securities Act.

Item 3.03. Material Modification

to Rights of Security Holders.

To the extent required by Item 3.03 of this Current

Report on Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K and Exhibit 10.1 to this Current Report

on Form 8-K regarding the New Warrants are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.

Description

4.1

Form of New Warrant

4.2

Form of Placement Agent Warrant

10.1

Form of Warrant Inducement Agreement

104

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

SIGNATURES

Pursuant to the requirements of the Securities

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

Dated: April 1, 2026

CADRENAL THERAPEUTICS, INC.

By:

/s/ Quang X. Pham

Name:

Quang X. Pham

Title:

Chairman and Chief Executive Officer

EX-4.1 — FORM OF NEW WARRANT

EX-4.1

Filename: ea028450701ex4-1.htm · Sequence: 2

Exhibit 4.1

NEITHER THIS SECURITY NOR THE

SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION

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

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

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

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

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

SERIES [B-1][B-2] COMMON STOCK PURCHASE WARRANT

Cadrenal

Therapeutics, Inc.

Warrant Shares: _______

Initial Exercise Date: _______, 2026

THIS SERIES [B-1][B-2] COMMON

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

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

the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______1

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

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

of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined

in Section 2(b).

Section 1. Definitions.

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

“Affiliate”

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

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

“Board of Directors”

means the board of directors of the Company.

“Business Day”

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

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

remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar

orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic

funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers

on such day.

1 Series B-1 New Warrants: Insert the date that is the five

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

Day.

Series B-2 New Warrants: Insert “the

date that is the eighteen (18) month anniversary of the Effective Date, provided that, if such date is not a Trading Day, the immediately

following Trading Day”.

“Closing Date”

means the date on which the transactions contemplated by the Letter Agreement are consummated.

“Commission”

means the United States Securities and Exchange Commission.

“Common Stock”

means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter

be reclassified or changed.

“Common Stock Equivalents”

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

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

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

“Effective Date”

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

“Exchange Act”

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

“Letter Agreement”

means that certain letter agreement between the initial Holder hereof and the Company, dated as of March 31, 2026, pursuant to which such

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

Holder this Warrant.

“Person”

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

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

“Rule 144”

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

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

“Securities Act”

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

“Subsidiary”

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

or acquired after the date hereof.

“Trading Day”

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

“Trading Market”

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

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

any successors to any of the foregoing).

“Transfer Agent”

means Transfer Online, Inc., the current transfer agent of the Company, with a mailing address of 512 SE Salmon Street, Portland, OR 97214

and a facsimile number of +1 (503) 227-6874, and any successor transfer agent of the Company.

“Warrants”

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

Section 2. Exercise.

a) Exercise

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

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

by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within

the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section

2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified

in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise

procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. The Company shall have no obligation to inquire

with respect to or otherwise confirm the authenticity of the signature(s) contained on any Notice of Exercise nor the authority of the

person so executing such Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or

other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder

shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available

hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation

as soon as reasonably practicable of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of

this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering

the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased.

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

shall deliver any objection to any Notice of Exercise on the Trading Day of receipt of such notice. The Holder and any assignee, by

acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion

of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the

amount stated on the face hereof.

b) Exercise

Price. The exercise price per share of Common Stock under this Warrant shall be $4.50, subject to adjustment hereunder (the

“Exercise Price”).

c) Cashless

Exercise. If at the time of exercise hereof on a date that is after the 60th day anniversary of the Initial Exercise Date,

there is no effective registration statement registering, or the prospectus contained therein is not available for the resale of the Warrant

Shares by the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise”

in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by

(A), where:

(A) = as applicable:

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

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

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

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

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

Market as reported by Bloomberg L.P. (“Bloomberg”) as of the time of the Holder’s execution of the applicable

Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered

within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day)

pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise

is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular

trading hours” on such Trading Day;

(B) = the Exercise

Price of this Warrant, as adjusted hereunder; and

(X) = the number

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

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

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

Securities Act, the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The

Company agrees not to take any position contrary to this Section 2(c).

“Bid Price”

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

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

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

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

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

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

or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in

all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by

the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses

of which shall be paid by the Company.

“VWAP”

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

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

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

(New York City time) to 4:02 p.m. (New York City time)), (b) if the OTCQB Venture Market (“OTCQB”) or the OTCQX Best

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

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

if prices for the Common Stock are then reported on the Pink Open Market (“Pink Market”) operated by the OTC Markets, Inc.

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

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

selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company,

the fees and expenses of which shall be paid by the Company.

d) Mechanics of Exercise.

i. Delivery

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

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

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

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

Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant

to Rule 144 (assuming cashless exercise of the Warrants), and otherwise by physical delivery of a certificate, registered in the Company’s

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

such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earlier of (i) one (1) Trading

Day after the delivery to the Company of the Notice of Exercise provided that payment is received and (ii) the number of Trading Days

comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant

Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have

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

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

within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following

delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice

of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty,

for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice

of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for

each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The

Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and

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

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

the Notice of Exercise.

ii. Delivery

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

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

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

be identical with this Warrant.

iii. Rescission

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

by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise by delivering written notice to the Company

at any time prior to the delivery of such Warrant Shares (in which case any liquidated damages payable under Section 2(d)(i) shall no

longer be payable).

iv. Compensation

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

the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section

2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date (other than any such failure that is solely due to

any action or inaction by the Holder with respect to such exercise), and if after such date the Holder is required by its broker to purchase

(in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver

in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”),

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

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

of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price

at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the

portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall

be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely

complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase

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

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

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

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

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

injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant as

required pursuant to the terms hereof.

v. No

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

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

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

Exercise Price or round up to the next whole share.

vi. Charges,

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

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

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

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

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

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

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

corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

vii. Closing

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

pursuant to the terms hereof.

e) Holder’s

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

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

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

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

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

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

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

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

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

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

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

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

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

In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the

Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding

shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s

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

or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding.

Upon the written or oral request of a Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder the

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

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

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

Ownership Limitation” shall be [4.99%] [9.99%] of the number of shares of the Common Stock outstanding immediately after giving

effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase

or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in

no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares

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

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

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

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

Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such

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

Section 3. Certain

Adjustments.

a) Stock

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

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

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

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

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

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

numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event

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

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

shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for

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

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

b) Subsequent

Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time that this Warrant is outstanding the

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

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

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

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

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

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

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

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

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

of such shares of Common Stock as a result of such Purchase Right to such extent).

c) Pro

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

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

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

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

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

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

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

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

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

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

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

of any shares of Common Stock as a result of such Distribution to such extent).

d) Fundamental

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

effects any merger or consolidation of the Company with or into another Person in which the Company is not the surviving entity (other

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

(ii) the Company (or any Subsidiary), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other

disposition of all or substantially all of its assets in one or a series of related transactions (and its Subsidiaries, taken as a whole),

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

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

and has been accepted by the holders of 50% or more of the outstanding Common Stock or 50% or more of the voting power of the common equity

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

or recapitalization of the Common Stock (other than a stock split) or any compulsory share exchange pursuant to which the Common Stock

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

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

a reorganization, recapitalization, spin-off, merger or scheme of arrangement (other than a stock split) with another Person or group

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

power of the common equity of the Company (each a “Fundamental Transaction”), then, upon any subsequent exercise of

this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately

prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e)

on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if

it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result

of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately

prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes

of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration

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

Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any

different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property

to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives

upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a

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

time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the public

announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder an amount of cash

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

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

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

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

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

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

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

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

of Common Stock will be deemed to have received common stock of the Successor Entity (which Successor Entity may be the Company following

such Fundamental Transaction) in such Fundamental Transaction. “Black Scholes Value” means the value of this Warrant

based on the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the day of consummation

of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S.

Treasury rate for a period equal to the time between the date of the public announcement of the applicable contemplated Fundamental Transaction

and the Termination Date, (B) an expected volatility equal to the greater of (1) the 30 day volatility, (2) the greater of 100% and the

100 day volatility or (3) the 365 day volatility, each of clauses (1)-(3) as obtained from the HVT function on Bloomberg (determined utilizing

a 365 day annualization factor) as of the Trading Day immediately following the public announcement of the applicable contemplated Fundamental

Transaction, (C) the underlying price per share used in such calculation shall be the highest VWAP during the period beginning on the

Trading Day immediately preceding the public announcement of the applicable contemplated Fundamental Transaction (or the consummation

of the applicable Fundamental Transaction, if earlier) and ending on the Trading Day of the Holder’s request pursuant to this Section

3(d) and (D) a remaining option time equal to the time between the date of the public announcement of the applicable contemplated Fundamental

Transaction and the Termination Date and (E) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer

of immediately available funds (or such other consideration) within the later of (i) five Business Days of the Holder’s election

and (ii) the date of consummation of the Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction

in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the

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

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

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

a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares

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

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

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

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

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

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

Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall be added to the term “Company” under this

Warrant (so that from and after the occurrence or consummation of such Fundamental Transaction, each and every provision of this Warrant

referring to the “Company” shall refer instead to each of the Company and the Successor Entity or Successor Entities, jointly

and severally), and the Successor Entity or Successor Entities, jointly and severally with the Company, may exercise every right and power

of the Company prior thereto and the Successor Entity or Successor Entities shall assume all of the obligations of the Company prior thereto

under this Warrant with the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally, had

been named as the Company herein. For the avoidance of doubt, the Holder shall be entitled to the benefits of the provisions of this Section

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

(ii) whether a Fundamental Transaction occurs prior to the Initial Exercise Date.

e) Calculations.

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

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

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

f) Notice

to Holder.

i. Adjustment

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

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

of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment provided, however, that no notice shall be

required if the information is disseminated by the Company in a filing with the Commission on its EDGAR system pursuant to a Current Report

on Form 8-K or Quarterly Report on Form 10-Q or Annual Report on Form 10-K or in a press release.

ii. Notice

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

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

Stock (excluding any granting or issuance of rights to all of the Company’s stockholders pursuant to a stockholder rights plan),

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

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

any reclassification of the Common Stock, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any

sale or transfer of all or substantially all of its assets, or any compulsory share exchange whereby the Common Stock is converted into

other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding

up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email

address as it shall appear upon the Warrant Register of the Company, at least 4 calendar days prior to the applicable record or effective

date hereinafter specified (unless such information is filed with the Commission on its EDGAR system in which case a notice shall not

be required), a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption,

rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to

such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation,

merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders

of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable

upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice

or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such

notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the

Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report

on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the

effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Section 4. Transfer

of Warrant.

a) Transferability.

Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof, this Warrant and all rights

hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant

at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the

form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon

the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or

Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument

of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant

shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender

this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant

to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this

Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant

Shares without having a new Warrant issued.

b) New

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

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

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

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

with such notice. All Warrants issued on transfers or exchanges shall be dated the original issue date and shall be identical with this

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

c) Warrant

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

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

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

purposes, absent actual notice to the contrary.

d) Transfer

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

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

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

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

this Warrant, as the case may be, provides to the Company an opinion of counsel, the form and substance of which opinion shall be reasonably

satisfactory to the Company, to the effect that the transfer of this Warrant does not require registration under the Securities Act.

e) Representation

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

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

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

to sales registered or exempted under the Securities Act.

Section 5. Miscellaneous.

a) No

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

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

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

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

to net cash settle an exercise of this Warrant.

b) Loss,

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

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

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

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

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

c) Saturdays,

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

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

d) Authorized

Shares.

The Company covenants

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

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

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

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

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

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

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

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

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

transfer occurring contemporaneously with such issue).

Except and to the

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

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

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

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

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

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

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

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

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

to enable the Company to perform its obligations under this Warrant.

Before taking any

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

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

body or bodies having jurisdiction thereof.

e) Governing

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

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

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

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

partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York.

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

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

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

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

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

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

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

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

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

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

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

f) Restrictions.

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

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

g) Nonwaiver

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

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

Warrant or the Purchase Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results

in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and

expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder

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

h) Notices.

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

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

to the Company, at 822 A1A North, Suite 306, Ponte Vedra, Florida 32082, Attention: Matthew Szot, email address: matthew.szot@cadrenal.com,

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

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

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

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

of (i) the time of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth in this Section

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

is delivered via e-mail at the e-mail address set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New

York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized

overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. To the extent that any

notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company

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

i) Limitation

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

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

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

Company.

j) Remedies.

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

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

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

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

k) Successors

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

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

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

by the Holder or holder of Warrant Shares.

l) Amendment.

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

or the provisions hereof waived with the written consent of the Company and the Holders of a majority of the Warrant Shares underlying

the Warrants of the Company issued on the Closing Date that are outstanding as of such date.

m) Severability.

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

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

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

n) Headings.

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

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

(Signature Page Follows)

IN WITNESS WHEREOF, the Company

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

Cadrenal Therapeutics, Inc.

By:

Name:

Title:

NOTICE OF EXERCISE

To: Cadrenal

Therapeutics, Inc.

(1) The

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

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

(2) Payment

shall take the form of (check applicable box):

☐ in lawful money of the United States; or

☐ if permitted the cancellation of such number of Warrant Shares

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

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

(3) Please

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

_______________________________

The Warrant Shares shall be delivered to the following

DWAC Account Number:

_______________________________

(4) Accredited Investor.

The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

[SIGNATURE

OF HOLDER]

Name of Investing Entity: ________________________________________________________________________

Signature of Authorized Signatory of Investing

Entity: _________________________________________________

Name of Authorized Signatory: ___________________________________________________________________

Title of Authorized Signatory: ____________________________________________________________________

Date: ________________________________________________________________________________________

EXHIBIT B

ASSIGNMENT FORM

(To assign the foregoing Warrant, execute this

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

FOR VALUE RECEIVED, the foregoing Warrant and

all rights evidenced thereby are hereby assigned to

Name:

(Please Print)

Address:

(Please Print)

Phone Number:

Email Address:

Dated: _______________ __, ______

Holder’s Signature:__________________________

Holder’s Address: ___________________________

EX-4.2 — FORM OF PLACEMENT AGENT WARRANT

EX-4.2

Filename: ea028450701ex4-2.htm · Sequence: 3

Exhibit 4.2

NEITHER THIS SECURITY NOR THE

SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION

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

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

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

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

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

PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT

Cadrenal

Therapeutics, Inc.

Warrant Shares: _______ Initial Exercise Date: April 1, 2026

THIS PLACEMENT AGENT COMMON

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

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

the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five year anniversary

of the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cadrenal Therapeutics,

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

Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise

Price, as defined in Section 2(b). This Warrant is being issued pursuant to that certain Engagement Agreement by and between the Company

and H.C. Wainwright & Co., LLC, dated as of August 14, 2025, as amended (the “Engagement Agreement”).

Section 1. Definitions.

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

“Affiliate”

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

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

“Board of Directors”

means the board of directors of the Company.

“Business Day”

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

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

remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar

orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic

funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers

on such day.

“Closing Date”

means the date on which the transactions contemplated by the Letter Agreement are consummated.

“Commission”

means the United States Securities and Exchange Commission.

“Common Stock”

means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter

be reclassified or changed.

“Common Stock Equivalents”

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

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

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

“Effective Date”

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

“Exchange Act”

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

“Letter Agreement”

means that certain letter agreement between the holder signatories thereof and the Company, dated as of March 31, 2026, pursuant to which

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

initial holder certain warrants.

“Person”

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

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

“Rule 144”

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

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

“Securities Act”

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

“Subsidiary”

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

or acquired after the date hereof.

“Trading Day”

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

“Trading Market”

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

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

any successors to any of the foregoing).

“Transfer Agent”

means Transfer Online, Inc., the current transfer agent of the Company, with a mailing address of 512 SE Salmon Street, Portland, OR 97214

and a facsimile number of +1 (503) 227-6874, and any successor transfer agent of the Company.

“Warrants”

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