Form 8-K

8-K — Outlook Therapeutics, Inc.

Accession: 0001104659-26-047741

Filed: 2026-04-23

Period: 2026-04-22

CIK: 0001649989

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

Item: Unregistered Sales of Equity Securities

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2612578d1_8k.htm (Primary)

EX-4.1 — EXHIBIT 4.1 (tm2612578d1_ex4-1.htm)

EX-4.2 — EXHIBIT 4.2 (tm2612578d1_ex4-2.htm)

EX-5.1 — EXHIBIT 5.1 (tm2612578d1_ex5-1.htm)

EX-10.1 — EXHIBIT 10.1 (tm2612578d1_ex10-1.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: tm2612578d1_8k.htm · Sequence: 1

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0001649989

2026-04-22

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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): April 22, 2026

Outlook Therapeutics,

Inc.

(Exact name of registrant

as specified in its charter)

Delaware

001-37759

38-3982704

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

111

S. Wood Avenue, Unit

#100

Iselin, New Jersey

08830

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code:

(609) 619-3990

Check the appropriate box below if the Form 8-K

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

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

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

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

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

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

Title of Each Class

Trading Symbol(s)

Name of Each Exchange

on Which

Registered

Common Stock

OTLK

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth

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

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

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant

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

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

Item 3.02

Unregistered Sales of Equity Securities.

Reference is made to the disclosure under Item 8.01 below which is hereby incorporated in this Item 3.02 by reference.

The Common Warrants (as defined below), the shares

of Common Stock (as defined below) issuable upon exercise of the Common Warrants (the “Common Warrant Shares”), and the Placement

Agent Warrants (as defined below) and shares of Common Stock issuable upon exercise thereof have not been registered under the Securities

Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and are being offered and sold in reliance

on the exemption from registration under the Securities Act afforded by Section 4(a)(2) and/or Rule 506 promulgated

thereunder. In addition, the Warrant Amendment (as defined below) may be deemed to involve an exchange of securities exempt from registration

pursuant to Section 3(a)(9) of the Securities Act.

Item 8.01

Other Events.

Registered Direct Offering and Concurrent Private

Placement

On April 22, 2026, Outlook Therapeutics, Inc.

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

investors, pursuant to which the Company agreed to issue and sell (i) in a registered direct offering priced at-the-market under

the rules of The Nasdaq Stock Market (the “Registered Direct Offering”) an aggregate of 16,129,033 shares (the “Shares”)

of the Company’s common stock, $0.01 par value per share (the “Common Stock”), pursuant to an effective shelf registration

statement on Form S-3 (File No. 333-278340) and a related prospectus and prospectus supplement thereunder, and

(ii) in a concurrent private placement (the “Private Placement” and together with the Registered Direct Offering,

the “Offering”), warrants to purchase an aggregate of 16,129,033 shares of Common Stock (the “Common Warrants”).

The combined purchase price of each Share and accompanying Common Warrant is $0.31.

The Common Warrants have an exercise price of

$0.31 per share and will become exercisable on the later of (i) the date of stockholder approval of the issuance of the Common Warrant

Shares and (ii) the effective date of an amendment to the Company’s restated certificate of incorporation to increase its authorized

shares in an amount equal to or greater than the number of Common Warrant Shares (the “Increase of Authorized Shares”) (such

later date, the “Initial Exercise Date”). The Common Warrants will expire on the date that is the fifth anniversary of the

later of (i) the Initial Exercise Date and (ii) the date on which the Resale Registration Statement (as defined below) becomes

effective. The Company has agreed to hold a stockholder meeting within 90 days following the closing of the Offering to seek stockholder

approval for the issuance of Common Warrant Shares and the Increase of Authorized Shares.

The exercise price and the number of shares issuable

upon exercise of the Common Warrants are subject to customary adjustments in the case of stock dividends, stock splits, pro rata distributions,

and similar events in respect of the Common Stock. A holder (together with its affiliates) of the Common Warrants will not be entitled

to exercise any portion of any Common Warrant, which, upon giving effect to such exercise would cause the aggregate number of shares of

the Company’s Common Stock beneficially owned by the holder (together with its affiliates) to exceed 4.99% (or, upon election of

the holder, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the exercise, subject to

such holder’s rights under the Common Warrants to increase or decrease such percentage to another percentage not in excess of 9.99%

upon notice from such holder to the Company (at least 61 days’ prior notice in the case of an increase).

The Purchase Agreement contains customary representations,

warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, including for liabilities

arising under the Securities Act, other obligations of the parties and termination provisions. The representations, warranties and

covenants contained in the Purchase Agreement were made only for the purposes of such agreement and as of the specific dates, were solely

for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.

H.C. Wainwright & Co., LLC (the

“Placement Agent”) acted as the exclusive placement agent for the Company in connection with the Offering pursuant to an engagement

letter (the “Engagement Letter”), dated as of March 11, 2026, as amended on April 21, 2026, by and between the Company

and the Placement Agent. Pursuant to the Engagement Letter, the Company agreed to pay to the Placement Agent (i) a cash fee equal

to 7.0% of the aggregate gross proceeds received in the Offering, (ii) a management fee equal to 1.0% of the aggregate gross proceeds

received in the Offering and (iii) to reimburse the Placement Agent for certain expenses incurred by the Placement Agent in connection

with the Offering. In addition, under the Engagement Letter, the Company agreed to issue to the Placement Agent (or its designees) warrants

(the “Placement Agent Warrants”) to purchase 1,129,032 shares of Common Stock (equal to 7.0% of the aggregate number of shares

of Common Stock sold in the Offering). The Placement Agent Warrants have an exercise price of $0.3875 per share (which is 125%

of the offering price per share of Common Stock and accompanying Common Warrant in the Offering) and will be exercisable on the Initial

Exercise Date. The Placement Agent Warrants will expire five years from the commencement of sales under the Offering. The Placement Agent

Warrants otherwise have substantially the same terms as the Common Warrants. In addition, upon the exercise for cash of any Common Warrants,

the Company has agreed to pay to the Placement Agent (i) a 7.0% cash fee and a 1.0% management fee, each a percentage of the gross

exercise price paid in cash in connection with any exercise of such Common Warrants, and (ii) to issue to the Placement Agent (or

its designees) Placement Agent Warrants to purchase a number of shares of Common Stock equal to 7.0% of the aggregate number of such shares

of Common Stock underlying such Common Warrants that have been so exercised.

The Offering closed on April 23, 2026. The

Company currently plans to use the net proceeds from the Offering primarily for working capital and general corporate purposes. The gross

proceeds from the Offering were approximately $5.0 million, prior to deducting the Placement Agent’s fees and other offering expenses

payable by the Company.

The Company has agreed to file a registration

statement on Form S-3 (or other appropriate form if the Company is not then S-3 eligible) providing for the resale

of the Common Warrant Shares (the “Resale Registration Statement”) as soon as practicable (and in any event within five calendar

days of the effective date of the Increase of Authorized Shares). The Company is required to use commercially reasonable efforts to keep

such Resale Registration Statement effective at all times until the earlier of (i) the date on which the Common Warrant Shares may

be resold without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144 under the Securities

Act, without the requirement for the Company to be in compliance with the current public information under Rule 144 under the Securities

Act or any other rule of similar effect or (ii) all of the Common Warrant Shares have been sold pursuant to the Resale Registration

Statement or Rule 144 under the Securities Act or any other rule of similar effect.

The foregoing description of the terms and conditions

of the Purchase Agreement, the Common Warrants and the Placement Agent Warrants do not purport to be complete and are each qualified in

their entirety by the full text of the form of Purchase Agreement, the form of Common Warrant and the form of Placement Agent Warrant,

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

In connection with the filing of the prospectus

supplement for the Offering, the Company is filing a legal opinion of its counsel, Cooley LLP, regarding the validity of the securities

being issued in the Registered Direct Offering, a copy of which is attached as Exhibit 5.1 to this Current Report.

Warrant Amendment

In connection with the Offering, on April 22,

2026, the Company entered into a warrant amendment (the “Warrant Amendment”) pursuant to which the Company agreed to amend

certain outstanding common stock warrants to purchase 2,142,854 shares of Common Stock previously issued in January 2025 and held

by an investor in the Offering with an exercise price of $2.26, effective as of the closing of the Offering, such that the amended warrants

(the “Amended Warrants”) (i) have a reduced exercise price of $0.31 per share, (ii) will be exercisable beginning

on the effective date of stockholder approval of the issuance of the shares of Common Stock upon exercise of the Amended Warrants and

(iii) will expire five years from the effective date of such stockholder approval. Other than as described herein, the terms of the

Amended Warrants remain unchanged.

Forward-Looking Statements

This report contains forward-looking statements,

including, without limitation, statements relating to the Company's expectations regarding the use of proceeds from the Offering, the

potential exercise of the Common Warrants and Placement Agent Warrants, the Company’s receipt of stockholder approvals for (i) the

issuance of Common Warrant Shares, (ii) the Increase of Authorized Shares and (iii) the issuance of the shares of Common Stock

upon exercise of the Amended Warrants. These forward-looking statements are based upon the Company's current expectations. Actual results

could differ materially from these forward-looking statements as a result of certain factors, including, without limitation, risks and

uncertainties related to the satisfaction of customary closing conditions related to the Offering and other risks detailed in the Company's

filings with the SEC, including the Company's Annual Report on Form 10-K for the year ended September 30, 2025, as updated by

the Company’s subsequent filings and in the prospectus supplement relating to the Offering. You are cautioned not to place undue

reliance on these forward-looking statements, which speak only as of the date of this report. The Company undertakes no duty to update

such information except as required under applicable law.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

Exhibit No.

Description

4.1

Form of Common Warrant.

4.2

Form of Placement Agent Warrant.

5.1

Opinion of Cooley LLP.

10.1

Form of Securities Purchase Agreement between Outlook Therapeutics, Inc. and the purchasers party thereto.

23.1

Consent of Cooley LLP (included in Exhibit 5.1).

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.

Outlook Therapeutics, Inc.

Date: April 23, 2026

By:

/s/ Lawrence A. Kenyon

Lawrence A. Kenyon

Chief Financial Officer

EX-4.1 — EXHIBIT 4.1

EX-4.1

Filename: tm2612578d1_ex4-1.htm · Sequence: 2

Exhibit 4.1

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH

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

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

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

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

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

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

FORM OF COMMON STOCK PURCHASE WARRANT

OUTLOOK THERAPEUTICS, INC.

Warrant Number:

Issue Date: April [●], 2026

THIS COMMON STOCK PURCHASE

WARRANT (the “Warrant”) certifies that, for value received, [●] or his, her or its permitted 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 later of (i) the Stockholder Approval Date for the Warrant Shares and (ii) the Effective Date for the Increase of Authorized

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

anniversary of the later of (x) the Initial Exercise Date and (y) the effective date of the Resale Registration Statement (as

defined in the Purchase Agreement), provided that, if such date is not a Trading Day, the immediately following Trading Day (the “Termination

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

up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock, par value $0.01

per share, of the Company (the “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.

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

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

Section 2.

Exercise.

(a)

Exercise of Warrant. This Warrant may be exercised, 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) day on which the Trading Market is open for trading (each, a “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 Warrant Shares specified in the applicable Notice of Exercise by wire transfer

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

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

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

to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company to effect an exercise hereunder

until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case,

the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final

Notice of Exercise is delivered to the Company. (It is understood and agreed that to surrender this Warrant to the Company for any purpose

under this Warrant, the Holder only needs to e-mail to the Company e-mail address provided in Section 5(h) an electronic

copy of the Warrant and state such Holder’s intent to surrender the Warrant.) Partial exercise of this Warrant shall have the effect

of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the number of Warrant Shares set forth

in the applicable Notice of Exercise. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased

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

of such notice. 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 $[__], subject to adjustment hereunder

(the “Exercise Price”).

(c)

Cashless Exercise in Limited Circumstances. This Warrant may only be exercised for cash in accordance with Section 2(a),

provided, however, if at the time of exercise hereof there is no effective registration statement registering, or the prospectus

contained therein is not available for the resale of, the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole

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

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

(A) = as applicable: (i) the

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

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

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

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

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

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

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

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

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

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

after the close of “regular trading hours” on such Trading Day;

(B) = the Exercise Price of this

Warrant, as adjusted hereunder; and

(X) = the number of Warrant Shares

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

cash exercise rather than a cashless exercise.

If Warrant Shares are issued

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

the Warrant Shares shall take on the registered characteristics of the Warrants being exercised. 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 L.P. (based on a Trading Day from 9:30 a.m. (New

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

Best Market (“OTCQX”) or the OTCID Basic Market (“OTCID”) is not a Trading Market, the volume weighted

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

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

the Pink Limited Market (“Pink 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.

“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, the New York Stock Exchange, OTCQB,

OTCQX or OTCID (or any successors to any of the foregoing) and if prices for the Common Stock are then reported on the Pink Market (or

a similar organization or agency succeeding to its functions of reporting prices).

“VWAP”

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

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

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

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

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

(c) if the Common Stock is not then listed or quoted for trading on OTCQB, OTCQX or OTCID and if prices for the Common Stock are

then reported on the Pink 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.

(d)

Mechanics of Exercise.

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

by Equiniti Trust Company, LLC (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 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

(or evidence of issuance of the Warrant Shares in book entry with the Transfer Agent), 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 (A) the earlier of (i) one

(1) Trading Day and (ii) the number of days comprising the Standard Settlement Period, in each case after the delivery to the

Company of the Notice of Exercise and (B) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company

(provided that the foregoing clause (B) shall not apply in the case of cashless exercise (such date, the “Warrant Share

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

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

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

within one (1) Trading Day following delivery of the Notice of 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. Notwithstanding the foregoing,

with respect to any Notice(s) of Exercise delivered on or prior to 4:00 p.m. (New York City time) on the Trading Day immediately

prior to the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement prior to

the Issue Date, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time)

on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that

payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by such Warrant Share Delivery Date.

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 to 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 (including by email) to the Company at any time prior to the delivery of the Warrant Shares.

Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available

to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions

of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date (other

than a failure caused by incorrect or incomplete information provided (and not thereafter corrected at least one (1) Trading Day

before the Warrant Share Delivery Date) by the Holder to the Company), 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 for the Holder, 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 (up to the

number of shares of Common Stock required to be purchased by the Holder or its broker for the Buy-In) in connection with a valid exercise,

and (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.

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.

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 in

the Notice of Exercise; 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 shall have the right to require, as a condition thereto, the prior or contemporaneous 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, in each case, if applicable.

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)

Beneficial Ownership 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 Person acting as a group together with such Holder or any of such Holder’s Affiliates (including such group itself), any

other Person who is a beneficial owner of Common Stock beneficially owned by the Holder or any of its Affiliates and any other Person

whose beneficial ownership would or could be aggregated with the Holder and the foregoing Persons, collectively, the “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 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 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 Warrant) subject to a limitation on conversion

or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Attribution Parties. Except as

set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with

Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder

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

Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. 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 request of a Holder, the Company shall within one (1) Trading

Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding

shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this

Warrant, by the Holder or 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 (for purposes

of the denominator, immediately after giving effect to the issuance of shares of Common Stock to be issued upon the applicable 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. Any purported delivery to the Holder or the Attribution

Parties of a number of shares of Common Stock or any other security upon exercise of any Warrant shall be void and have no effect to the

extent, but only to the extent, that before or after such delivery, the Holder and the Attribution Parties would have beneficial ownership

of Common Stock or any other such class in excess of the Beneficial Ownership Limitation. The limitations contained in this paragraph

may not be waived and 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,

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 effective date of the dividend, distribution, subdivision, combination or re-classification.

(b)

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the

Company grants, issues or sells any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock,

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

into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock or rights to purchase stock,

warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase

Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase

Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise

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

immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record

is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such

Purchase Rights (provided, however, that, to the extent that the Holder’s right to participate in any such Purchase

Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate

in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such

extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto

would not result in the Holder exceeding the Beneficial Ownership Limitation).

(c)

Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make

any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return

of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way

of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),

at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution

to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable

upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial

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

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

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

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

beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution

shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder

exceeding the Beneficial Ownership Limitation). To the extent that this Warrant has not been partially or completely exercised at the

time of such Distribution, such portion of the Distribution shall be held in abeyance for the benefit of the Holder until the Holder has

exercised this Warrant.

(d)

Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company (including without limitation

through a significant subsidiary (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission), directly

or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the

Company directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially

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

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

or exchange their shares for other securities, cash or property and has been accepted for shares representing more than 50% of the outstanding

Common Stock or more than 50% 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 or any compulsory

share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or

(v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other

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

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

or more than 50% of the voting power of the common equity of the Company (“group” status being determined in accordance with

Section 13(d) of the Exchange Act) (each a “Fundamental Transaction”), to the extent any portion to this

Warrant remains unexercised, 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 the Holder 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”). If the Company undertakes a Fundamental Transaction in which the Company is not the surviving entity and the

Alternate Consideration includes securities of another Person, then the Company shall provide that, prior to or simultaneously with the

consummation of such Fundamental Transaction, 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 the Holder is entitled

to receive in accordance with the foregoing provisions, and to assume the other obligations under this Warrant. The provisions of this

paragraph (d) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction type. Notwithstanding anything

to the contrary, in the event of a Fundamental Transaction (other than (x) any stock split or reverse stock split, (y) any transaction

effected solely for the purpose of changing the jurisdiction of incorporation of the Company, or (z) any holding company reorganization

or parent-subsidiary merger not requiring stockholder approval pursuant to Sections 251(g) or 253 of the General Corporation Law

of the State of Delaware (or any successor provisions thereof)), 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, 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); 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 entity may be the Company following such Fundamental

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

date of settlement of the warrant as determined by an independent third-party valuation specialist using the Black Scholes Option Pricing

Model and approved by the Board of Directors. The basis of fair value for this provision follows the principles of the United States Generally

Accepted Accounting Principles. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds within

five Trading Days of the Holder’s election (or, if later, on the effective date of the Fundamental Transaction). The terms of any

agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity

to comply with the provisions of this Section 3(d) and insuring that this Warrant (or any such replacement security) will be

similarly adjusted upon any subsequent Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction

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

Company under this Warrant in accordance with the provisions of this Section 3(d) 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 adjustments

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

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

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

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

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

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

the foregoing, and without limiting Section 2(e) hereof, the Holder may elect, at its sole option, by delivery of written notice

to the Company to waive this Section 3(d) to permit a Fundamental Transaction without the assumption of this Warrant.

(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.

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 setting

forth a brief statement of the facts requiring such adjustment.

Notice to Allow Exercise by Holder. If during the term in which the Warrant may be exercised (A) the Company shall

declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring

cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock

rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any

stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger

to which the Company or any significant subsidiary (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission)

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

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

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

to the Holder at its last email address as it shall appear upon the Warrant Register of the Company, at least ten (10) calendar days

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

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

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

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

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

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

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

shall not affect the validity of the corporate action required to be specified in such notice and provided, further that no notice shall

be required if the information is disseminated in a press release or document filed with the Securities and Exchange Commission. The Holder

shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event

triggering such notice except as may otherwise be expressly set forth herein.

Section 4.

Transfer of Warrant.

(a)

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

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

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

or its designated agent, together with a written assignment of this Warrant substantially in the form 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 a duly executed 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 initial issuance date of

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

(c)

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

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

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

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

(d) Transfer

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

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

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

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

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

(e) Representation

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

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

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

to sales registered or exempted under the Securities Act.

Section 5.

Miscellaneous.

(a)

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

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

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

pursuant to Section 2(c) or to receive cash payments pursuant to Section 2(d)(iv) and Section 2(d)(v) herein,

in no event shall the Company be required to net cash settle an exercise of this Warrant.

(b)

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

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

and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant,

shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the

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

or stock certificate.

(c)

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

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

succeeding Trading Day.

(d)

Authorized Shares. The Company covenants that, from and after the Effective Date for the Increase of Authorized Shares,

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 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, so long as any of the Warrants are outstanding, (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)

Dispute Resolution. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation

of the Warrant Shares, the Company shall submit the disputed determinations or arithmetic calculations via electronic mail within two

(2) Business Days of receipt of the Notice of Exercise or other event giving rise to such dispute, as the case may be, to the Holder.

If the Holder and the Company are unable to agree upon such determination or calculation of the Exercise Price or the Warrant Shares within

three (3) Business Days of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company

shall, within two (2) Business Days submit via electronic mail (a) the disputed determination of the Exercise Price to an independent,

reputable investment bank selected by the Company and reasonably approved by the Holder or (b) the disputed arithmetic calculation

of the Warrant Shares to the Company’s independent, outside accountant. The Company shall cause (at its expense) the investment

bank or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the

results no later than five (5) Business Days from the time it receives the disputed determinations or calculations.

(f)

Jurisdiction. Except as set forth in Section 5(e), 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. The Company and, by accepting this Warrant, the Holder each agrees

that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether

brought against the Company or the Holder 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. The Company and, by accepting

this Warrant, the Holder each 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. The Company and, by accepting this Warrant, the Holder each 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 it 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 the Company or the Holder 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.

(g)

Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if at the time

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

for the resale of, the Warrant Shares, and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by

state and federal securities laws.

(h)

Nonwaiver; 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, 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.

(i)

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 email address: lawrencekenyon@outlooktherapeutics.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.

(j)

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.

(k)

Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages,

will be entitled to seek specific performance of its rights under this Warrant. The Company agrees that monetary damages may 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.

(l)

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.

(m)

Amendment; Waiver. The provisions of the Warrants may be modified or amended, or the provisions hereof waived only with

the written consent of the Company and the Holder.

(n)

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.

(o)

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.

OUTLOOK THERAPEUTICS, INC.

By:

Name:

Title:

NOTICE OF EXERCISE

TO:         Outlook

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)        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:

_______________________________

(4)        [After

giving effect to this Notice of Exercise, the undersigned will not have exceeded the Beneficial Ownership Limitation.]

(5)        The

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

The Warrant Shares shall be

delivered to the following DWAC Account Number or by physical delivery of a certificate to:

_______________________________

[SIGNATURE OF HOLDER]

Name of Investing Entity:

Signature of Authorized Signatory of Investing Entity:

Name of Authorized Signatory:

Title of Authorized Signatory:

Date:

ASSIGNMENT FORM

(To assign the foregoing Warrant, execute

this form and supply required information.

Do not use this form to exercise the Warrant.)

OUTLOOK THERAPEUTICS, INC.

FOR VALUE RECEIVED, all of or [_______] shares

of Warrant Number ___ and all rights evidenced thereby are hereby assigned to the following:

Name:

Address:

Dated: ____________, _______

Holder’s Name:

Holder’s Signature:

Holder’s Address:

NOTE: The signature to this Assignment Form must

correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever. Officers

of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the

foregoing Warrant.

EX-4.2 — EXHIBIT 4.2

EX-4.2

Filename: tm2612578d1_ex4-2.htm · Sequence: 3

Exhibit 4.2

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH

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

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

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

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

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

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

FORM OF PLACEMENT AGENT COMMON STOCK

PURCHASE WARRANT

OUTLOOK THERAPEUTICS, INC.

Warrant Number:

Issue Date: April 23, 2026

THIS PLACEMENT AGENT COMMON

STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [●] or his, her or its permitted

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 later of (i) the Stockholder Approval Date for the Warrant Shares and (ii) the Effective Date

for the Increase of Authorized Shares (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time)

on April 22, 2031 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Outlook Therapeutics,

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

Shares”) of common stock, par value $0.01 per share, of the Company (the “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 issued

pursuant to that certain engagement letter by and between the Company and H.C. Wainwright & Co., LLC, dated as of March 11, 2026,

as amended on April 21, 2026.

Section 1.               Definitions.

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

dated April 22, 2026, among the Company and the purchasers signatory thereto (the “Purchase Agreement”).