Form 8-K

8-K — Avalo Therapeutics, Inc.

Accession: 0001104659-26-056482

Filed: 2026-05-07

Period: 2026-05-05

CIK: 0001534120

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2613717d1_8k.htm (Primary)

EX-1.1 — EXHIBIT 1.1 (tm2613717d1_ex1-1.htm)

EX-4.1 — EXHIBIT 4.1 (tm2613717d1_ex4-1.htm)

EX-5.1 — EXHIBIT 5.1 (tm2613717d1_ex5-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2613717d1_8k.htm · Sequence: 1

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0001534120

2026-05-05

iso4217:USD

xbrli:shares

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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):

May 5, 2026

AVALO

THERAPEUTICS, INC.

(Exact name of registrant as specified in its

charter)

Delaware 001-37590 45-0705648

(State or other jurisdiction (Commission (I.R.S.

Employer

of incorporation) File Number) Identification

No.)

1500 Liberty Ridge Drive, Suite 321

Wayne, Pennsylvania 19087

(Address of principal executive offices, including

zip code)

(410) 522-8707

(Registrant’s telephone number, including

area code)

Not Applicable

(Former Name or Former Address, if Changed

Since Last Report)

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

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

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

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

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

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

pursuant to Section 12(b) of the Act:

Trade

Name of each exchange

Title of each class

Symbol(s)

on which registered

Common Stock, $0.001 par value per share

AVTX

The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth

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

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

Emerging growth company ¨

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

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

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

Item 1.01. Entry into a Material Definitive Agreement

On May 5, 2026, Avalo

Therapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting

Agreement”) with Leerink Partners LLC, TD Securities (USA) LLC and BofA Securities, Inc., as representatives of the

underwriters listed in Schedule A thereto (the “Underwriters”), pursuant to which the Company agreed to issue and sell

an aggregate of (a) 19,730,000 shares (the “Shares”) of its common stock, par value $0.001 per share (“Common

Stock”), at a price to the public of $17.75 per Share, and (b) pre-funded warrants to purchase up to 1,400,000 shares of

Common Stock (the “Pre-Funded Warrants”), at a price to the public of $17.749 per Pre-Funded Warrant, which represents

the per share public offering price for the Shares less the $0.001 per share exercise price for each such Pre-Funded Warrant (the

“Offering”). Under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, for a period

of 30 days after the date of the Prospectus Supplement (as defined below), to purchase up to an additional 3,169,500 shares of

Common Stock (the “Option Shares”) at the public offering price, less underwriting discounts and commissions, which the

Underwriters exercised in full on May 6, 2026. As of May 4, 2026, the Company had 29,326,347 shares of

Common Stock outstanding.

The Company estimates that the net proceeds from

the Offering, after deducting underwriting discounts and commissions and estimated offering expenses, will be approximately $405.0

million. The Company also may receive nominal proceeds, if any, from the exercise of the Pre-Funded Warrants. The Company intends to

use the net proceeds from the Offering, together with its existing cash, cash equivalents and short-term investments to advance the clinical

development of abdakibart, including through its Phase 3 topline data release, and for working capital and other general corporate purposes.

The Company expects the Offering to close on May 7, 2026, subject to the satisfaction of customary closing conditions.

Each Pre-Funded Warrant will be exercisable for

one share of Common Stock at an exercise price of $0.001 per share, or alternatively, at the election of each holder, shares of Common

Stock may be issued through a cashless exercise, with the net number of shares of Common Stock determined according to the formula set

forth in each Pre-Funded Warrant. The Pre-Funded Warrants are exercisable at any time after the date of issuance. The Pre-Funded Warrants

will be immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised. A holder (together

with its affiliates as defined in the Pre-Funded Warrant) may not exercise any portion of the Pre-Funded Warrants if immediately after

exercise, the holder (together with its affiliates), would beneficially own in excess of 19.99% of the number of shares of Common Stock

outstanding immediately after giving effect to the exercise (the “Ownership Limit”). Purchasers of the Pre-Funded Warrants

will elect to set the initial Ownership Limit at either 4.99% or 9.99% prior to the closing of the Offering. Upon at least 61 days’

prior notice from the holder to the Company, the holder may decrease or increase the Ownership Limit up to 19.99%.

The Company made certain customary representations,

warranties and covenants concerning the Company, the registration statement and the Prospectus Supplement (as defined below) in the Underwriting

Agreement and also agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of

1933, as amended (the “Securities Act”). The Offering is being made pursuant to a prospectus supplement, dated May 5,

2026 (the “Prospectus Supplement”), filed with the Securities and Exchange Commission (“SEC”) on May 6,

2026 and an accompanying base prospectus that forms a part of the registration statement on Form S-3 (File No. 333-292614),

filed with the SEC on January 8, 2026, which was declared effective on January 20, 2026. This Current Report on Form 8-K

does not constitute an offer to sell or a solicitation of an offer to buy any of the Shares, or the Option Shares or the Pre-Funded Warrants.

The foregoing descriptions of the Underwriting

Agreement and the terms of the Pre-Funded Warrants do not purport to be complete descriptions of the rights and obligations of the parties

thereunder, and are qualified in their entirety by reference to the full text of the Underwriting Agreement and the form of Pre-Funded

Warrant that are filed as Exhibits 1.1 and 4.1 to this Current Report on Form 8-K, respectively, and are incorporated by reference

herein. A copy of the opinion of Goodwin Procter LLP, relating to the validity of the Shares, the Option Shares and the Pre-Funded Warrants

in connection with the Offering, is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Item 2.02. Results of Operations and Financial Condition.

In connection with the Offering, the Company filed

the Prospectus Supplement with the SEC, which contains certain information regarding the Company’s results of operations or financial

condition for the quarter ended March 31, 2026, as set forth below.

As of March 31, 2026, the Company estimates

that it had cash, cash equivalents and short-term investments of approximately $82.0 million. This financial data as of March 31,

2026 is preliminary and may change and is based on information available to management as of the date of the Prospectus Supplement and

is subject to completion by management of our financial statements as of and for the three months ended March 31, 2026. There can

be no assurance that the Company’s final cash position as of March 31, 2026 will not differ from these estimates, including

as a result of review adjustments and any such changes could be material. This preliminary estimate has been prepared by, and is the

responsibility of, the Company’s management and is based on a number of assumptions. The Company’s independent registered

public accountants have not audited, reviewed, compiled or performed any procedures with respect to such preliminary financial data as

of and for the three months ended March 31, 2026 and accordingly do not express an opinion or any other form of assurance with respect

to this preliminary amount. These results could change as a result of further review. Complete results will be included in the Company’s

Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.

Based on its current plans, the Company believes

its existing cash, cash equivalents and short-term investments, together with the net proceeds from the Offering, will be sufficient

to fund its operations into 2029. The Company has based this estimate on assumptions that may prove to be wrong, and could use its available

capital resources sooner than it expects.

The information under Item 2.02 of this Current

Report on Form 8-K is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the

Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section,

nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set

forth by specific reference in such filing.

Item 7.01. Regulation FD Disclosure.

The information set forth in Item 2.02 under

the section titled “Results of Operations and Financial Condition” of this Current Report on Form 8-K is incorporated

herein by reference.

The information under Item 7.01 of this Current

Report on Form 8-K is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the

Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing

under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Cautionary Note Regarding Forward Looking Statements

This Current Report on Form 8-K contains

forward-looking statements that involve estimates, assumptions, risks and uncertainties. Forward-looking statements include, but are

not limited to, statements related to the amount of proceeds expected from the Offering, the timing and certainty of completion of the

Offering and expected cash runway into 2029. The risks and uncertainties relating to the Company and the Offering include general market

conditions, the Company’s ability to complete the Offering on favorable terms, or at all, as well as other risks detailed from

time to time in the Company’s filings with the SEC, including in its Annual Report on Form 10-K for the year ended December 31,

2025 and in its subsequent periodic filings with the SEC and the Prospectus Supplement. These documents contain important factors that

could cause actual results to differ from current expectations and from the forward-looking statements contained in this Current Report

on Form 8-K. These forward-looking statements speak only as of the date of this Current Report on Form 8-K and the Company

undertakes no obligation to publicly update any forward-looking statements to reflect new information, events or circumstances after

the date of this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit

No.

Description

1.1

Underwriting

Agreement, dated May 5, 2026, by and among Avalo Therapeutics, Inc. and Leerink Partners LLC, TD Securities (USA) LLC,

and BofA Securities, Inc.

4.1

Form of

Pre-Funded Warrant.

5.1

Opinion

of Goodwin Procter LLP

23.1

Consent

of Goodwin Procter LLP (contained in Exhibit 5.1)

104

Cover

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

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934,

as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Avalo Therapeutics,Inc.

Date: May 6, 2026

By:

/s/ Christopher Sullivan

Christopher Sullivan

Chief Financial Officer

EX-1.1 — EXHIBIT 1.1

EX-1.1

Filename: tm2613717d1_ex1-1.htm · Sequence: 2

Exhibit 1.1

19,730,000 Shares of Common Stock

Pre-Funded Warrants to Purchase up to 1,400,000

Shares of Common Stock

Avalo Therapeutics, Inc.

UNDERWRITING AGREEMENT

May 5, 2026

Leerink Partners LLC

TD Securities (USA) LLC

BofA Securities, Inc.

As Representatives of the several Underwriters

c/o Leerink Partners LLC

53 State Street, 40th Floor

Boston, MA 02109

c/o TD Securities (USA) LLC

1 Vanderbilt Avenue, 11th Floor

New York, NY 10017

c/o BofA Securities, Inc.

One Bryant Park

New York, NY 10036

Ladies and Gentlemen:

Introductory. Avalo

Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters

named in Schedule A (the “Underwriters”) (i) shares of its common stock, par value $0.001 per share (the

“Shares”), in an aggregate of 19,730,000 Shares and (ii) pre-funded warrants, substantially in the form set forth

in Exhibit A hereto, to purchase up to an aggregate of 1,400,000 Shares (the “Pre-Funded Warrants”), each

as set forth on Schedule A hereto. The Shares issuable upon exercise of the Pre-Funded Warrants are hereafter called the “Warrant

Shares.” The 19,730,000 Shares to be sold by the Company are hereafter called the “Firm Shares.” In addition,

the Company has granted to the Underwriters an option to purchase up to an additional 3,169,500 Shares as provided in Section 2.

The additional 3,169,500 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The

Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.”

The Offered Shares, the Pre-Funded Warrants and the Warrant Shares are collectively referred to herein as the “Offered Securities.”

Leerink Partners LLC (“Leerink Partners”), TD Securities (USA) LLC (“TD Cowen”), and BofA Securities, Inc.

(“BofA”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”)

in connection with the offering and sale of the Offered Securities. To the extent there are no additional underwriters listed on Schedule

A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters”

shall mean either the singular or the plural, as the context requires.

The Company has prepared and

filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3,

File No. 333-292614, including a base prospectus (the “Base Prospectus”) to be used in connection with the public

offering and sale of the Offered Securities. Such registration statement, as amended, including the financial statements, exhibits and

schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations

promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated

by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or 430B under

the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant

to Rule 462(b) under the Securities Act in connection with the offer and sale of the Offered Securities is called the “Rule 462(b) Registration

Statement,” and from and after the date and time of filing of any such Rule 462(b) Registration Statement the term

“Registration Statement” shall include the Rule 462(b) Registration Statement. The preliminary prospectus supplement

dated May 5, 2026 describing the Offered Securities and the offering thereof (the “Preliminary Prospectus Supplement”),

together with the Base Prospectus, is called the “Preliminary Prospectus,” and the Preliminary Prospectus and any other

prospectus supplement to the Base Prospectus in preliminary form that describes the Offered Securities and the offering thereof and is

used prior to the filing of the Prospectus (as defined below), together with the Base Prospectus, is called a “preliminary prospectus.”

As used herein, the term “Prospectus” shall mean the final prospectus supplement to the Base Prospectus that describes

the Offered Securities and the offering thereof (the “Final Prospectus Supplement”), together with the Base Prospectus,

in the form first used by the Underwriters to confirm sales of the Offered Securities or in the form first made available to the Underwriters

by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act. References herein to the Preliminary

Prospectus, any preliminary prospectus and the Prospectus shall refer to both the prospectus supplement and the Base Prospectus components

of such prospectus. As used herein, “Applicable Time” is 9:30 p.m. (New York City time) on May 5, 2026. As

used herein, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act, and “Time

of Sale Prospectus” means the Preliminary Prospectus, as amended or supplemented immediately prior to the Applicable Time, together

with the information included on Schedule B-1 hereto and the free writing prospectuses, if any, identified in Schedule

B-2 hereto. As used herein, “Road Show” means a “road show” (as defined in Rule 433 under the

Securities Act) relating to the offering of the Offered Securities contemplated hereby that is a “written communication” (as

defined in Rule 405 under the Securities Act).

All references in this Agreement

to the Registration Statement, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectus and the Prospectus shall include

the documents incorporated or deemed to be incorporated by reference therein. All references in this Agreement to financial statements

and schedules and other information which are “contained,” “included” or “stated” in, or “part

of” the Registration Statement, the Rule 462(b) Registration Statement, the Preliminary Prospectus, any preliminary prospectus,

the Base Prospectus, the Time of Sale Prospectus or the Prospectus, and all other references of like import, shall be deemed to mean and

include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the

Registration Statement, the Rule 462(b) Registration Statement, the Preliminary Prospectus, any preliminary prospectus, the

Base Prospectus, the Time of Sale Prospectus or the Prospectus, as the case may be. All references in this Agreement to amendments or

supplements to the Registration Statement, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectus, the Time of Sale

Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934,

as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”) that is or

is deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus, any preliminary prospectus, the Base

Prospectus, or the Prospectus, as the case may be. All references in this Agreement to (i) the Registration Statement, the Preliminary

Prospectus, any preliminary prospectus, the Base Prospectus or the Prospectus, any amendments or supplements to any of the foregoing,

or any free writing prospectus, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis

and Retrieval System (“EDGAR”) and (ii) the Prospectus shall be deemed to include any “electronic Prospectus”

provided for use in connection with the offering of the Offered Securities as contemplated by Section 3(n) of this Agreement.

The Company hereby confirms

its agreements with the Underwriters as follows:

Section 1.    Representations

and Warranties. The Company hereby represents, warrants and covenants to each Underwriter, as of the date of this Agreement, as of

the First Closing Date (as hereinafter defined) and as of each Option Closing Date (as hereinafter defined), if any, as follows:

(a)    The

Company was at the time of the filing of the Registration Statement eligible to use Form S-3. As of the date of this Agreement, the

Company is eligible to use Form S-3, including the transaction requirements set forth in General Instruction 1.B.1 of such form.

The Company filed with the Commission the Registration Statement on such Form S-3, including a Base Prospectus, for registration

under the Securities Act of the offering and sale of the Offered Securities, and the Company has prepared and used a Preliminary Prospectus

in connection with the offer and sale of the Offered Securities. When the Registration Statement or any amendment thereof or supplement

thereto was or is declared effective and as of the date of the most recent amendment to the Registration Statement, it (i) complied

or will comply, in all material respects, with the requirements of the Securities Act and the Exchange Act and (ii) did not or will

not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order

to make the statements therein not misleading. When any preliminary prospectus or Prospectus was first filed with the Commission (whether

filed as part of the Registration Statement or any amendment thereto or pursuant to Rule 424(b) under the Securities Act) and

when any amendment thereof or supplement thereto was first filed with the Commission, such Preliminary Prospectus or Prospectus, as amended

or supplemented, complied in all material respects with the applicable provisions of the Securities Act and did not or will not, contain

any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make

the statements therein not misleading. If applicable, each Preliminary Prospectus and the Prospectus delivered to the Underwriters for

use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant

to EDGAR, except to the extent permitted by Regulation S-T. Notwithstanding the foregoing, none of the representations and warranties

in this paragraph 1(a) shall apply to statements in, or omissions from, the Registration Statement, any preliminary prospectus or

the Prospectus made in reliance upon, and in conformity with, information herein or otherwise furnished in writing by the Representatives

on behalf of the several Underwriters specifically for use in the Registration Statement, any preliminary prospectus or the Prospectus.

With respect to the preceding sentence, the Company acknowledges that the only information furnished in writing by the Representatives

for use in the Registration Statement, any preliminary prospectus or the Prospectus are the statements contained in the concession figure

in the first sentence of the fifth paragraph under the caption “Underwriting,” the 12th paragraph under the caption “Underwriting”

regarding stabilizing activities and the 18th paragraph under the caption “Underwriting” regarding electronic internet distribution

in the Prospectus (collectively, the “Underwriting Information”).

(b)    As

of the Applicable Time, the Time of Sale Prospectus did not, does not and will not include any untrue statement of a material fact or

omitted, omits or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein,

in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty

shall not apply to statements in or omissions in the Time of Sale Prospectus made in reliance upon and in conformity with the Underwriting

Information.

free writing prospectus, including any Road Show (i) is identified in Schedule B-2 hereto and (ii) complied when issued,

and complies, in all material respects with the requirements of the Securities Act and the Exchange Act.

(d)    The

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

Statement or suspending or preventing the use of any preliminary prospectus, the Prospectus or any free writing prospectus, has been issued

by the Commission and no proceedings for that purpose have been instituted or are threatened under the Securities Act. Any required filing

of any preliminary prospectus and/or the Prospectus and any supplement thereto pursuant to Rule 424(b) under the Securities

Act has been or will be made in the manner and within the time period required by such Rule 424(b). Any material required to be filed

by the Company pursuant to Rule 433(d) under the Securities Act has been or will be made in the manner and within the time period

required by the Securities Act.

(e)    The

documents incorporated by reference in the Registration Statement, any preliminary prospectus and the Prospectus, at the time they became

effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the Securities

Act or the Exchange Act, as applicable, and none of such documents contained an untrue statement of a material fact or omitted to state

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

under which they were made, not misleading, and any further documents so filed and incorporated by reference in the Registration Statement,

any preliminary prospectus and the Prospectus, when such documents become effective or are filed with the Commission, as the case may

be, will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and will not contain

an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements

therein, in light of the circumstances under which they are made, not misleading.

(f)    Each

free writing prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Offered

Securities or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did

not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration

Statement, the Time of Sale Prospectus or the Prospectus.

(g)    If

at any time following issuance of a free writing prospectus there occurred or occurs an event or development as a result of which such

free writing prospectus conflicted or would conflict with the information contained in the Registration Statement, the Time of Sale Prospectus

or the Prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact

required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances prevailing at the

subsequent time, not misleading, the Company has promptly notified or will promptly notify the Representatives and has promptly amended

or will promptly amend or supplement, at its own expense, such free writing prospectus to eliminate or correct such conflict, untrue statement

or omission.

(h)    The

financial statements of the Company (including all notes and schedules thereto) included in the Registration Statement, the Time of Sale

Prospectus and Prospectus present fairly the financial position of the Company and its consolidated subsidiaries at the dates indicated

and the statement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods

specified; and such financial statements and related schedules and notes thereto, and the unaudited financial information filed with the

Commission as part of the Registration Statement, have been prepared in conformity with generally accepted accounting principles, consistently

applied throughout the periods involved, it being understood that unaudited interim financial statements are subject to normal year-end

adjustments and except as may be expressly stated in the related notes thereto or to the extent that unaudited interim financial statements

do not contain certain footnotes as permitted by the applicable rules of the Commission. The selected financial data included in

the Time of Sale Prospectus and Prospectus present fairly the information shown therein as at the respective dates and for the respective

periods specified and have been presented on a basis consistent with the consolidated financial statements set forth in the Prospectus

and other financial information. The pro forma financial information and the related notes thereto included in the Registration Statement,

the Time of Sale Prospectus and the Prospectus present fairly the information shown therein, have been prepared in accordance with the

Commission’s rules and guidelines with respect to pro forma financial information and have been properly compiled on the bases

described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate

to give effect to the transactions and circumstances referred to therein.

(i)    Ernst &

Young, LLP (the “Auditor”), whose reports are filed with the Commission as a part of the Registration Statement, are

and, during the periods covered by their reports, were independent public accountants as required by the Securities Act.

(j)    The

Company and each of its subsidiaries, including each entity (corporation, partnership, joint venture, association or other business organization)

controlled directly or indirectly by the Company (each, a “subsidiary”), is duly organized, validly existing and, as

to the Company, in good standing under the laws of its jurisdiction of incorporation or organization and each subsidiary has all requisite

power and authority to carry on its business as is currently being conducted as described in the Time of Sale Prospectus and the Prospectus,

and to own, lease and operate its properties. All of the issued shares of capital stock of, or other ownership interests in, each subsidiary

have been duly and validly authorized and issued and are fully paid and nonassessable and are owned, directly or indirectly, by the Company,

free and clear of any lien, charge, mortgage, pledge, security interest, claim, limitation on voting rights, equity, trust or other encumbrance,

preferential arrangement, defect or restriction of any kind whatsoever. The Company is duly qualified to do business and is in good standing

as a foreign corporation in each jurisdiction in which the nature of the business conducted by it or location of the assets or properties

owned, leased or licensed by it requires such qualification, except for such jurisdictions where the failure to so qualify individually

or in the aggregate would not have a material adverse effect on the assets, properties, condition, financial or otherwise, or in the results

of operations, business affairs or business prospects of the Company and its subsidiaries considered as a whole (a “Material

Adverse Effect”); and to the Company’s knowledge, no proceeding has been instituted in any such jurisdiction revoking,

limiting or curtailing, or seeking to revoke, limit or curtail, such power and authority or qualification. The Company has no “significant

subsidiaries” (as such term is defined in Rule 1-02 of Regulation S-X).

(k)    The

Registration Statement initially became effective within three years of the date hereof. If, immediately prior to the third anniversary

of the initial effective date of the Registration Statement, any of the Offered Securities remain unsold by the Underwriters, the Company

will, prior to that third anniversary file, if it has not already done so, a new shelf registration statement relating to the Offered

Securities, in a form satisfactory to the Representatives, will use its best efforts to cause such registration statement to be declared

effective within 180 days after that third anniversary, and will take all other action necessary or appropriate to permit the public offering

and sale of the Offered Securities to continue as contemplated in the expired Registration Statement. References herein to the registration

statement relating to the Offered Securities shall include such new shelf registration statement.

(l)    The

Company and each of its subsidiaries has all requisite corporate power and authority, and all necessary authorizations, approvals, consents,

orders, licenses, certificates and permits of and from all governmental or regulatory bodies or any other person or entity (collectively,

the “Permits”), to own, lease and license its assets and properties and conduct its business, all of which are valid

and in full force and effect, except where the lack of such Permits, individually or in the aggregate, would not have a Material Adverse

Effect. The Company and each of its subsidiaries has fulfilled and performed in all material respects all of its obligations with respect

to such Permits and to the Company’s knowledge, no event has occurred that allows, or after notice or lapse of time would allow,

revocation or termination thereof or results in any other material impairment of the rights of the Company thereunder. Except as may be

required under the Securities Act, no other Permits are required to enter into, deliver and perform this Agreement and to issue and sell

the Offered Securities.

(m)    (i) At

the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide

offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Offered Securities and (ii) as of the date

hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405 under the Securities

Act, including (but not limited to) the Company or any other subsidiary in the preceding three years not having been convicted of a felony

or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 under the

Securities Act.

(n)    The

Company and its subsidiaries own or possess the valid right to use all (i) patents, patent applications, trademarks, trademark registrations,

service marks, service mark registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade

secret rights (“Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks,

service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade

secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Intellectual

Property Assets”) necessary to conduct their respective businesses as currently conducted, and as proposed to be conducted and

described in the Prospectus. The Company and its subsidiaries have not received any opinion from their legal counsel concluding that any

activities of their respective businesses infringe, misappropriate, or otherwise violate valid and enforceable Intellectual Property Rights

of any other person, and have not received written notice of any challenge, which is to their knowledge still pending, by any other person

to the rights of the Company and its subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned

or used by the Company or its subsidiaries. To the knowledge of the Company, the Company and its subsidiaries’ respective businesses

as now conducted do not give rise to any infringement of, any misappropriation of, or other violation of, any valid and enforceable Intellectual

Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus are valid,

binding upon, and enforceable by or against the parties thereto in accordance to its terms. The Company has complied in all material respects

with, and is not in breach nor has received any asserted or threatened claim of breach of any Intellectual Property license, and the Company

has no knowledge of any breach or anticipated breach by any other person to any Intellectual Property license. Except as described in

the Prospectus, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service

mark, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company

has taken all reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate

nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the

loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of,

the Company's right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct

of the business as currently conducted.

(o)    The

Company and each of its subsidiaries has good and marketable title in fee simple to all real property, and good and marketable title to

all other property owned by it, in each case free and clear of all liens, encumbrances, claims, security interests and defects, except

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

such property by the Company and its subsidiaries. All property held under lease by the Company and its subsidiaries is held by them under

valid, existing and enforceable leases, free and clear of all liens, encumbrances, claims, security interests and defects, except such

as are not material and do not materially interfere with the use made or proposed to be made of such property by the Company and its subsidiaries.

(p)    Subsequent

to the respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus and the Prospectus,

(i) there has not been any event which could reasonably be expected to have a Material Adverse Effect; (ii) neither the Company

nor any of its subsidiaries has sustained any loss or interference with its assets, businesses or properties (whether owned or leased)

from fire, explosion, earthquake, flood or other calamity, whether or not covered by insurance, or from any labor dispute or any court

or legislative or other governmental action, order or decree which could reasonably be expected to have a Material Adverse Effect; and

(iii) since the date of the latest balance sheet included in the Registration Statement and the Prospectus, neither the Company nor

its subsidiaries has (A) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money,

except such liabilities or obligations incurred in the ordinary course of business or (B) declared or paid any dividend or made any

distribution on any shares of its stock or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or otherwise acquire

any shares of its capital stock.

(q)    There

is no document, contract or other agreement required to be described in the Registration Statement, the Time of Sale Prospectus or the

Prospectus or to be filed as an exhibit to the Registration Statement which is not described or filed as required by the Securities Act.

Each description of a contract, document or other agreement in the Registration Statement, the Time of Sale Prospectus or the Prospectus

accurately reflects in all material respects the terms of the underlying contract, document or other agreement. Each contract, document

or other agreement described in the Registration Statement, the Time of Sale Prospectus or the Prospectus or listed in the Exhibits to

the Registration Statement or incorporated by reference is in full force and effect and is valid and enforceable by and against the Company

or its subsidiary, as the case may be, in accordance with its terms. Neither the Company nor any of its subsidiaries, if a subsidiary

is a party, nor to the Company’s knowledge, any other party is in default in the observance or performance of any term or obligation

to be performed by it under any such agreement, and no event has occurred which with notice or lapse of time or both would constitute

such a default, in any such case which default or event, individually or in the aggregate, could reasonably be expected to have a Material

Adverse Effect.

(r)    The

statistical and market related data included in the Registration Statement, the Time of Sale Prospectus or the Prospectus are based on

or derived from sources that the Company believes to be reliable and accurate.

(s)    Neither

the Company nor any subsidiary (i) is in violation of its certificate or articles of incorporation, by-laws, certificate of formation,

limited liability company agreement, partnership agreement or other organizational documents, (ii) is in default under, and no event

has occurred which, with notice or lapse of time, or both, would constitute a default under, or result in the creation or imposition of

any lien, charge, mortgage, pledge, security interest, claim, limitation on voting rights, equity, trust or other encumbrance, preferential

arrangement, defect or restriction of any kind whatsoever, upon, any property or assets of the Company or any subsidiary pursuant to,

any bond, debenture, note, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it is a party

or by which it is bound or to which any of its properties or assets is subject or (iii) is in violation of any statute, law, rule,

regulation, ordinance, directive, judgment, decree or order of any judicial, regulatory or other legal or governmental agency or body,

foreign or domestic, except (in the case of clauses (ii) and (iii) above) for violations or defaults that could not (individually

or in the aggregate) reasonably be expected to have a Material Adverse Effect.

(t)    This

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

(u)    Neither

the execution, delivery and performance of this Agreement and the Pre-Funded Warrants by the Company nor the consummation of any of the

transactions contemplated hereby (including, without limitation, the issuance and sale by the Company of the Offered Securities) will

give rise to a right to terminate or accelerate the due date of any payment due under, or conflict with or result in the breach of any

term or provision of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under,

or require any consent or waiver under, or result in the execution or imposition of any lien, charge or encumbrance upon any properties

or assets of the Company or its subsidiaries pursuant to the terms of, any indenture, mortgage, deed of trust or other agreement or instrument

to which the Company or any of its subsidiaries is a party or by which either the Company or its subsidiaries or any of their properties

or businesses is bound, or any franchise, license, permit, judgment, decree, order, statute, rule or regulation applicable to the

Company or any of its subsidiaries or violate any provision of the charter or by-laws of the Company or any of its subsidiaries, except

for such consents or waivers which have already been obtained and are in full force and effect and except for any of the foregoing that

could not (individually or in the aggregate) reasonably be expected to have a Material Adverse Effect.

(v)    The

Offered Shares have been duly authorized for issuance by the Company. All of the issued and outstanding Shares have been duly and validly

issued and are fully paid and nonassessable. There are no statutory preemptive or other similar rights to subscribe for or to purchase

or acquire any Shares or shares of capital stock of any of its subsidiaries or any such rights pursuant to its charter or by-laws or any

agreement or instrument to or by which the Company or any of its subsidiaries is a party or bound. The Offered Shares, when issued and

sold pursuant to this Agreement, will be duly and validly issued, fully paid and nonassessable, and none of them will be issued in violation

of any preemptive or other similar right. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise

of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements, and when issued upon exercise of the Pre-Funded

Warrants, will be duly and validly issued, fully paid and nonassessable, and none of them will be issued in violation of any preemptive

or other similar right. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there is no

outstanding option, warrant or other right calling for the issuance of, and there is no commitment, plan or arrangement to issue, any

share of stock of the Company or any of its subsidiaries or any security convertible into, or exercisable or exchangeable for, such stock.

To the Company’s knowledge, the grant of all options to acquire Shares were validly issued and properly approved by the board of

directors of the Company in material compliance with all applicable laws. The Shares and the Pre-Funded Warrants conform in all material

respects to all statements in relation thereto contained in the Registration Statement and the Time of Sale Prospectus and the Prospectus.

All outstanding shares of capital stock of each of the Company’s subsidiaries have been duly authorized and validly issued and are

fully paid and nonassessable, and are owned directly by the Company or by another wholly-owned subsidiary of the Company free and clear

of any security interests, liens, encumbrances, equities or claims, other than those described in the Time of Sale Prospectus and the

Prospectus.

(w)    The

Company and its subsidiaries have been and are in compliance with all applicable laws, rules and regulations, except where failure

to be so in compliance would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The Company

and its subsidiaries maintain internal policies and procedures designed to ensure that they shall remain in material compliance with all

applicable laws, rules and regulations applicable to the Company, and such internal policies and procedures are reviewed periodically.

(x)    Except

has been disclosed in the Preliminary Prospectus or incorporated by reference therein, no person or entity has any right, which has not

been waived, to have any security owned by such holder included in the Registration Statement or to demand registration of any security

owned by such holder for a period of 60 days after the date of this Agreement. Each director and executive officer of the Company and

each stockholder of the Company listed on Exhibit C hereto has delivered to the Representatives his written lock-up agreement

in the form attached to this Agreement as Exhibit B hereto (“Lock-Up Agreement”).

(y)    There

are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of

the Company or any of its subsidiaries is the subject which, if determined adversely to the Company or any of its subsidiaries could individually

or in the aggregate have a Material Adverse Effect; and, to the knowledge of the Company, no such proceedings are threatened or contemplated

by governmental authorities or threatened by others.

(z)    All

necessary corporate action has been duly and validly taken by the Company to authorize the execution, delivery and performance of this

Agreement and the issuance and sale of the Offered Securities by the Company.

(aa)    Neither

the Company nor any of its subsidiaries is involved in any labor dispute nor, to the knowledge of the Company, is any such dispute threatened,

which dispute could reasonably be expected to have a Material Adverse Effect. The Company is not aware of any threatened or pending litigation

between the Company or its subsidiaries and any of its executive officers which, if adversely determined, could reasonably be expected

to have a Material Adverse Effect and has no reason to believe that such officers will not remain in the employment of the Company.

(bb)    No

transaction has occurred between or among the Company and any of its officers or directors, shareholders or any affiliate or affiliates

of any such officer or director or shareholder that is required to be described in and is not described in the Registration Statement,

the Time of Sale Prospectus and the Prospectus.

(cc)    The

Company has not taken, nor will it take, directly or indirectly, any action designed to or which might reasonably be expected to cause

or result in, or which has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price

of the Shares, the Pre-Funded Warrants or of any “reference security” (as defined in Rule 100 of Regulation M under the

Exchange Act (“Regulation M”)) with respect to the Shares or Pre-Funded Warrants, whether to facilitate the sale or

resale of the Offered Securities or otherwise, and has taken no action which would directly or indirectly violate Regulation M.

(dd)    There

are no business relationships or related-party transactions involving the Company or any of its subsidiaries or any other person required

to be described in the Registration Statement, the Time of Sale Prospectus or the Prospectus that have not been described as required.

(ee)    The

Company and each of its subsidiaries has filed all federal, state, local and foreign tax returns which are required to be filed through

the date hereof, which returns are true and correct in all material respects or has received timely extensions thereof, and other than

has been described in the Registration Statement, the Time of Sale Prospectus or the Prospectus has paid all taxes shown on such returns

and all assessments received by it to the extent that the same are material and have become due. There are no tax audits or investigations

pending, which if adversely determined, could reasonably be expected to have a Material Adverse Effect; nor are there any material proposed

additional tax assessments against the Company or any of its subsidiaries.

(ff)    The

Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Shares under the Exchange

Act or the quotation of the Shares on The Nasdaq Capital Market (the “Nasdaq”), nor has the Company received any notification

that the Commission or The Nasdaq Stock Market is contemplating terminating such registration or quotation.

(gg)    The

books, records and accounts of the Company and its subsidiaries accurately and fairly reflect, the transactions in, and dispositions of,

the assets of, and the results of operations of, the Company and its subsidiaries. The Company and each of its subsidiaries maintains

a system of internal accounting controls sufficient to provide reasonable assurances that; (i) transactions are executed in accordance

with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of

financial statements in accordance with generally accepted accounting principles and to maintain asset accountability, (iii) access

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

for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences

and (v) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration

Statement, the Time of Sale Prospectus and the Prospectus fairly presents the information called for in all material respects and is prepared

in accordance with the Commission's rules and guidelines applicable thereto.

(hh)    The

Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange

Act), which: (i) are designed to ensure that material information relating to the Company is made known to the Company’s principal

executive officer and its principal financial officer by others within the Company, particularly during the periods in which the periodic

reports required under the Exchange Act are required to be prepared; (ii) provide for the periodic evaluation of the effectiveness

of such disclosure controls and procedures at the end of the periods in which the periodic reports are required to be prepared; and (iii) are

effective in all material respects to perform the functions for which they were established.

(ii)    The

Auditor and the audit committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and

material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably

likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any

fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal

controls over financial reporting.

(jj)    Except

as described in the Time of Sale Prospectus and the Prospectus and as preapproved in accordance with the requirements set forth in Section 10A

of the Exchange Act, the Auditor has not been engaged by the Company to perform any “prohibited activities” (as defined in

Section 10A of the Exchange Act).

(kk)    Except

as described in the Time of Sale Prospectus and the Prospectus, there are no material off-balance sheet arrangements (as defined in Item

303 of Regulation S-K) that have or are reasonably likely to have a material current or future effect on the Company’s financial

condition, revenues or expenses, changes in financial condition, results of operations, liquidity, capital expenditures or capital resources.

(ll)    The

Company’s board of directors has validly appointed an audit committee whose composition satisfies the requirements of Rule 5605

of The Nasdaq Stock Market and the board of directors and/or the audit committee has adopted a charter that satisfies the requirements

of Rule 5605 of The Nasdaq Stock Market. The audit committee has reviewed the adequacy of its charter within the past twelve months.

(mm)    The

Company is in compliance with all applicable provisions of the Sarbanes-Oxley Act of 2002.

(nn)    The

Company and its subsidiaries are insured against such losses and risks in such amounts as are customary in the businesses in which they

are engaged or propose to engage after giving effect to the transactions described in the Time of Sale Prospectus and the Prospectus;

all policies of insurance and fidelity or surety bonds insuring the Company or any of its subsidiaries or the Company’s or its subsidiaries’

respective businesses, assets, employees, officers and directors are in full force and effect; and the Company and each of its subsidiaries

are in compliance with the terms of such policies and instruments in all material respects. Neither the Company nor any of its subsidiaries

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

(oo)    Each

approval, consent, order, authorization, designation, declaration or filing of, by or with any regulatory, administrative or other governmental

body necessary in connection with the execution and delivery by the Company of this Agreement and the consummation of the transactions

herein contemplated required to be obtained or performed by the Company (except such additional steps as may be necessary to qualify the

Offered Securities for public offering by the Underwriters under the state securities or Blue Sky laws) has been obtained or made and

is in full force and effect.

(pp)    There

are no affiliations with member firms of the Financial Industry Regulatory Authority, Inc. (“FINRA”) among the

Company’s officers, directors or, to the best of the knowledge of the Company, any five percent or greater stockholder of the Company,

except as set forth in the Registration Statement or otherwise disclosed in writing to the Representatives.

(qq)   Except

as otherwise described in the Time of Sale Prospectus, and except as would not, individually or in the aggregate, result in a Material

Adverse Effect (i) neither the Company nor any of its subsidiaries is in violation of any federal, state, local or foreign law or

regulation relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface

water, groundwater, land surface or subsurface strata) or wildlife, including without limitation, laws and regulations relating to emissions,

discharges, releases or threatened releases of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum

and petroleum products (collectively, “Materials of Environmental Concern”), or otherwise relating to the manufacture,

processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern (collectively,

“Environmental Laws”), which violation includes, but is not limited to, noncompliance with any permits or other governmental

authorizations required for the operation of the business of the Company or its subsidiaries under applicable Environmental Laws, or noncompliance

with the terms and conditions thereof, nor has the Company or any of its subsidiaries received any written communication, whether from

a governmental authority, citizens group, employee or otherwise, that alleges that the Company or any of its subsidiaries is in violation

of any Environmental Law; (ii) there is no claim, action or cause of action filed with a court or governmental authority, no investigation

with respect to which the Company has received written notice, and no written notice by any person or entity alleging potential liability

for investigatory costs, cleanup costs, governmental responses costs, natural resources damages, property damages, personal injuries,

attorneys’ fees or penalties arising out of, based on or resulting from the presence, or release into the environment, of any Materials

of Environmental Concern at any location owned, leased or operated by the Company or any of its subsidiaries, now or in the past (collectively,

“Environmental Claims”), pending or, to the Company’s knowledge, threatened against the Company or any of its

subsidiaries or any person or entity whose liability for any Environmental Claim the Company or any of its subsidiaries has retained or

assumed either contractually or by operation of law; and (iii) to the Company’s knowledge, there are no past or present actions,

activities, circumstances, conditions, events or incidents, including, without limitation, the release, emission, discharge, presence

or disposal of any Materials of Environmental Concern, that reasonably could result in a violation of any Environmental Law or form the

basis of a potential Environmental Claim against the Company or any of its subsidiaries or against any person or entity whose liability

for any Environmental Claim the Company or any of its subsidiaries has retained or assumed either contractually or by operation of law.

(rr)    The

Company is not and, after giving effect to the offering and sale of the Offered Securities and the application of proceeds thereof as

described in the Time of Sale Prospectus and the Prospectus, will not be an “investment company” within the meaning of the

Investment Company Act of 1940, as amended (the “Investment Company Act”).

(ss)    The

Company or, to the knowledge of the Company, any other person associated with or acting on behalf of the Company including, without limitation,

any director, officer, agent or employee of the Company or its subsidiaries, has not, directly or indirectly, while acting on behalf of

the Company or its subsidiaries (i) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses

relating to political activity; (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign

or domestic political parties or campaigns from corporate funds; (iii) violated any provision of the Foreign Corrupt Practices Act

of 1977, as amended; or (iv) made any other unlawful payment.

(tt)    The

operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping

and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of

all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered

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

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

respect to the Money Laundering Laws is pending, or to the best knowledge of the Company, threatened.

(uu)    None

of the Company, its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, affiliate or representative

of the Company or its subsidiaries is an individual or entity (“Person”) currently the subject or target of any sanctions

administered or enforced by the United States Government, including, without limitation, the U.S. Department of the Treasury’s Office

of Foreign Assets Control, the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions

authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory

that is the subject of Sanctions; and the Company will not directly or indirectly use the proceeds of the sale of the Offered Securities,

or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partners or other Person, to fund any activities

of or business with any Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any

other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as underwriter,

advisor, investor or otherwise) of Sanctions. For the past ten (10) years, the Company and its subsidiaries have not knowingly engaged

in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person that at

the time of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing

or transaction is or was the subject of a U.S. government embargo.

(vv)    Except

pursuant to this Agreement, there is no broker, finder or other party that is entitled to receive from the Company any brokerage or finder’s

fee or other fee or commission as a result of any transactions contemplated by this Agreement.

(ww)    Each

financial or operational projection or other “forward-looking statement” (as defined by Section 27A of the Securities

Act or Section 21E of the Exchange Act) contained in the Registration Statement, the Time of Sale Prospectus or the Prospectus (i) was

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

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

factors that would reasonably be expected to cause actual results to differ materially from those in such forward-looking statement. No

such statement was made with the knowledge of an executive officer or director of the Company that it was false or misleading.

(xx)    Except

as described in the Time of Sale Prospectus and the Prospectus, the Company has not sold or issued any Shares during the six-month period

preceding the date of the Prospectus, including any sales pursuant to Rule 144A under, or Regulations D or S of, the Securities Act,

other than shares issued pursuant to employee benefit plans, qualified stock options plans or other employee compensation plans or pursuant

to outstanding options, rights or warrants.

(yy)    The

Company has fulfilled its obligations, if any, under the minimum funding standards of Section 302 of the U.S. Employee Retirement

Income Security Act of 1974 (“ERISA”) and the regulations and published interpretations thereunder with respect to

each “plan” as defined in Section 3(3) of ERISA and such regulations and published interpretations in which its

employees are eligible to participate and each such plan is in compliance in all material respects with the presently applicable provisions

of ERISA and such regulations and published interpretations. No “Reportable Event” (as defined in 12 ERISA) has occurred with

respect to any “Pension Plan” (as defined in ERISA) for which the Company could have any liability.

(zz)    None

of the Company, its directors or its officers has distributed nor will distribute prior to the later of (i) the First Closing Date

or the Option Closing Date, and (ii) completion of the distribution of the Offered Securities, any offering material in connection

with the offering and sale of the Offered Securities other than any preliminary prospectus, the Prospectus, the Registration Statement

and other materials, if any, permitted by the Securities Act.

(aaa)    Except

as disclosed in the Registration Statement, the Time of Sale Prospectus or the Prospectus, (i)(x) the Company has no knowledge of

any security breach or other compromise of the Company’s information technology and computer systems, networks, hardware, software,

data and databases (including the data and information of its customers, employees, suppliers, vendors and any third party data maintained

by or on behalf of the Company) (collectively, “IT Systems and Data”) and (y) the Company has not been notified

of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise

to its IT Systems and Data, except for those instances referred to in clauses (i)(x) and (i)(y) that have been remedied without

material cost or liability to the Company or without the duty to notify any other person or any incidents under internal review or investigations

relating to the same; (ii) the Company is presently in compliance with all applicable laws or statutes and all applicable judgments,

orders, rules and regulations of any governmental authority relating to the protection of such IT Systems and Data from unauthorized

use, access, misappropriation or modification; and (iii) the Company has implemented commercially reasonable backup and disaster

recovery technology, except, in each of clauses (ii) and (iii), where such noncompliance, individually or in the aggregate, would

not reasonably be expected to result in a Material Adverse Effect.

(bbb)    Except

as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) the Company and

its subsidiaries are, and during the past three years were, in compliance with all applicable state and federal data privacy and security

laws and regulations, including without limitation, the Health Insurance Portability and Accountability Act of 1996, as amended by the

Health Information Technology for Economic and Clinical Health Act (collectively, “HIPAA”), and (ii) the Company

and its subsidiaries have taken commercially reasonable actions to prepare to comply with, and since May 25, 2018, have been and

currently are in compliance with, the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively,

the “Privacy Laws”). The Company and each of its subsidiaries maintain administrative, technical, and physical safeguards

designed to protect the privacy and security of Personal Data (as defined below) in the possession of the Company or any of its subsidiaries.

Representations made in public-facing policies issued by the Company or any of its subsidiaries regarding the privacy or security of Personal

Data have not been materially inaccurate, misleading, or deceptive. “Personal Data” means information that identifies,

relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular

natural person or household, including any “protected health information” as defined by HIPAA and “personal data”

as defined by GDPR. To the knowledge of the Company, the execution, delivery and performance of this Agreement will not result in a material

breach of any Privacy Laws. Neither the Company nor any of its subsidiaries, (i) has received a written complaint alleging a material

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

any investigation, remediation or other corrective action directed by any governmental authority pursuant to any Privacy Law; or (iii) is

a party to any order or decree that imposes liability on the Company or any of its subsidiaries under any Privacy Law.

(ccc)    Except

as described in the Registration Statement, the Time of Sale Prospectus or the Prospectus, the Company: (i) has operated and currently

operates its business in compliance in all material respects with all applicable Health Care Laws (as defined below) and any other applicable

requirements of the Food and Drug Administration (“FDA”), the Department of Health and Human Services (“HHS”)

and any comparable foreign or other regulatory authority to which they are subject (collectively, the “Applicable Regulatory

Authorities”) applicable to the ownership, testing, development, manufacture, packaging, processing, use, distribution, storage,

import, export or disposal of any of the Company’s product candidates; (ii) has not received any FDA Form 483, written

notice of adverse finding, warning letter, untitled letter or other correspondence or written notice from any court or arbitrator or governmental

or regulatory authority alleging or asserting non-compliance with (A) any applicable Health Care Laws or (B) or any licenses,

certificates, approvals, clearances, exemptions, registrations, authorizations, permits and supplements or amendments thereto required

by any such Health Care Laws (“Regulatory Authorizations”); (iii) possesses all Regulatory Authorizations required

to conduct its business as currently conducted and such Regulatory Authorizations are valid and in full force and effect and the Company

is not in violation, in any material respect, of any term of any such Regulatory Authorizations; (iv) has not received written notice

of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from the Applicable Regulatory

Authorities or any other third party alleging that any product operation or activity is in material violation of any Health Care Laws

or Regulatory Authorizations and has no knowledge that the Applicable Regulatory Authorities or any other third party is considering any

such claim, litigation, arbitration, action, suit, investigation or proceeding; (v) has not received notice that any of the Applicable

Regulatory Authorities has taken, is taking or intends to take action to limit, suspend, modify or revoke any material Regulatory Authorizations

and has no knowledge that any of the Applicable Regulatory Authorities is considering such action; (vi) has filed, obtained, maintained

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

as required by any Health Care Laws or Regulatory Authorizations and that all such reports, documents, forms, notices, applications, records,

claims, submissions and supplements or amendments were materially complete and correct on the date filed (or were materially corrected

or supplemented by a subsequent submission); (vii) is not a party to or have any ongoing reporting obligations pursuant to any corporate

integrity agreements, deferred or non-prosecution agreements, monitoring agreements, consent decrees, settlement orders, plans of correction

or similar agreements with or imposed by any Applicable Regulatory Authority; and (viii) along with its employees, officers and directors,

and, to the Company’s knowledge, agents, has not been excluded, suspended or debarred from participation in any government health

care program or human clinical research or, to the knowledge of the Company, is subject to a governmental inquiry, investigation, proceeding,

or other similar action that could reasonably be expected to result in debarment, suspension, or exclusion.

The term “Health

Care Laws” means Title XVIII of the Social Security Act, 42 U.S.C. §§ 1395-1395hhh (the Medicare statute); Title XIX

of the Social Security Act, 42 U.S.C. §§ 1396-1396v (the Medicaid statute); the Federal Anti-Kickback Statute, 42 U.S.C. §

1320a-7b(b); the civil False Claims Act, 31 U.S.C. §§ 3729 et seq.; the criminal False Claims Act 42 U.S.C. 1320a-7b(a); any

criminal laws relating to health care fraud and abuse, including but not limited to 18 U.S.C. Sections 286, 287, 1347 and 1349 and the

health care fraud criminal provisions under HIPAA; the Civil Monetary Penalties Law, 42 U.S.C. §§ 1320a-7a and 1320a-7b; the

Physician Payments Sunshine Act, 42 U.S.C. § 1320a-7h; the Exclusion Laws, 42 U.S.C. § 1320a-7; HITECH Act; the Federal Food,

Drug, and Cosmetic Act, 21 U.S.C. §§ 301 et seq.; the regulations promulgated pursuant to such laws; and any similar federal,

state and local laws and regulations.

(ddd)     To

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

respects with all applicable statutes, rules, regulations and policies of the Applicable Regulatory Authorities. None of the Company’s

product candidates have received marketing approval from any Applicable Regulatory Authority. All clinical and pre-clinical studies and

trials conducted by or on behalf of or sponsored by the Company, or in which the Company has participated with respect to the Company’s

product candidates, including without limitation any such studies and trials that are described in the Registration Statement, the Time

of Sale Prospectus and the Prospectus, or the results of which are referred to in the Registration Statement and the Prospectus, as applicable

(collectively, “Company Trials”), were, and if still pending are, being conducted in all material respects in accordance

with all applicable Health Care Laws, standard medical and scientific research procedures and any applicable rules, regulations and policies

of the jurisdiction in which such trials and studies are being conducted; the descriptions in the Registration Statement, the Time of

Sale Prospectus and the Prospectus of the results of any Company Trials are accurate and complete descriptions in all material respects

and fairly present the data derived therefrom; the Company has no knowledge of any other studies or trials not described in the Registration

Statement, the Time of Sale Prospectus and the Prospectus, the results of which are inconsistent with or call into question the results

described or referred to in the Registration Statement, the Time of Sale Prospectus and the Prospectus; the Company has operated at all

times and is currently in compliance in all material respects with all applicable Health Care Laws; the Company has not received, and

the Company has no knowledge after due inquiry that any of its collaboration partners have received, any written notices, correspondence

or other written communications from the Applicable Regulatory Authorities or any other governmental entity requiring or threatening the

termination, material modification or suspension of Company Trials, other than ordinary course communications with respect to modifications

in connection with the design and implementation of such studies or trials, and, to the Company’s knowledge, there are no reasonable

grounds for the same. No investigational new drug application or comparable submission filed by or on behalf of the Company with the FDA

has been terminated or suspended by the FDA or any other Applicable Regulatory Authority. The Company has obtained (or caused to be obtained)

informed consent by or on behalf of each human subject who participated in a Company Trial. In using or disclosing patient information

received by the Company in connection with a Company Trial, the Company has complied in all material respects with all applicable laws

and regulatory rules or requirements, including, without limitation, HIPAA and the rules and regulations thereunder. To the

Company’s knowledge, none of the Company Trials involved any investigator who has been disqualified as a clinical investigator or

has been found by the FDA to have engaged in scientific misconduct.

(eee)     Each

of the Company and the subsidiaries, and, to the Company’s knowledge, each of their affiliates and any director, officer, agent

or employee of, or other person associated with or acting on behalf of, the Company has acted at all times in compliance with applicable

Export and Import Laws (as defined below) and there are no claims, complaints, charges, investigations or proceedings pending or expected

or, to the knowledge of the Company, threatened between the Company or any of the subsidiaries and any governmental authority under any

Export or Import Laws. The term “Export and Import Laws” means the Arms Export Control Act, the International Traffic

in Arms Regulations, the Export Administration Act of 1979, as amended, the Export Administration Regulations, and all other laws and

regulations of the United States government regulating the provision of services to non-U.S. parties or the export and import of articles

or information from and to the United States of America, and all similar laws and regulations of any foreign government regulating the

provision of services to parties not of the foreign country or the export and import of articles and information from and to the foreign

country to parties not of the foreign country.

(fff)     Neither

the Company nor any of its subsidiaries is a “covered foreign person”, as that term is defined in 31 C.F.R. § 850.209.

Neither the Company nor any of its subsidiaries currently engages, or has plans to engage, directly or indirectly, in a “covered

activity”, as that term is defined in 31 C.F.R. § 850.208 (“Covered Activity”). The Company does not have

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

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

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

Any certificate signed by

any officer of the Company or any of its subsidiaries and delivered to any Underwriter or to counsel for the Underwriters in connection

with the offering, or the purchase and sale, of the Offered Securities shall be deemed a representation and warranty by the Company to

each Underwriter as to the matters covered thereby.

The Company has a reasonable

basis for making each of the representations set forth in this Section 1. The Company acknowledges that the Underwriters and, for

purposes of the opinions to be delivered pursuant to Section 6 hereof, counsel to the Company and counsel to the Underwriters, will

rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Section 2.    Purchase,

Sale and Delivery of the Offered Securities.

(a)    The

Firm Shares and Pre-Funded Warrants. Upon the terms herein set forth, the Company agrees to issue and sell to the several Underwriters

an aggregate of 19,730,000 Firm Shares and Pre-Funded Warrants to purchase up to 1,400,000 Shares. On the basis of the representations,

warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree,

severally and not jointly, to purchase from the Company the respective number of Firm Shares and Pre-Funded Warrants set forth opposite

their names on Schedule A. The purchase price per Firm Share to be paid by the several Underwriters to the Company shall be $16.685

per share. The purchase price per Pre-Funded Warrant to be paid by the several Underwriters to the Company shall be $16.684 per Pre-Funded

Warrant.

(b)    The

First Closing Date. Delivery of the Firm Shares and the Pre-Funded Warrants to be purchased by the Underwriters and payment therefor

shall be made at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (or such other place as may be agreed to by the Company

and the Representatives) at 9:00 a.m. New York City time, on May 7, 2026, or such other time and date not later than 1:30 p.m. New

York City time, on May 14, 2026 as the Representatives shall designate by notice to the Company (the time and date of such closing

are called the “First Closing Date”). The Company hereby acknowledges that circumstances under which the Representatives

may provide notice to postpone the First Closing Date as originally scheduled include, but are not limited to, any determination by the

Company or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated

by the provisions of Section 11.

Optional Shares; Option Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained,

and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to

purchase, severally and not jointly, up to an aggregate of 3,169,500 Optional Shares from the Company at the purchase price per share

to be paid by the Underwriters for the Firm Shares, less an amount per share equal to any dividend or distribution declared by the Company

and payable on the Firm Shares but not payable on the Optional Shares. The option granted hereunder may be exercised at any time and from

time to time in whole or in part upon notice by the Representatives to the Company, which notice may be given at any time within 30 days

from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Shares as to which the Underwriters

are exercising the option and (ii) the time, date and place at which certificates for the Optional Shares will be delivered (which

time and date may be simultaneous with, but not earlier than, the First Closing Date; and in the event that such time and date are simultaneous

with the First Closing Date, the term “First Closing Date” shall refer to the time and date of delivery of certificates

for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called

an “Option Closing Date,” and shall be determined by the Representatives and shall not be earlier than two or later

than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees,

severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the

Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of

Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives

may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

(d)    Public

Offering of the Offered Securities. The Representatives hereby advise the Company that the Underwriters intend to offer for sale

to the public, initially on the terms set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, their respective

portions of the Offered Securities as soon after this Agreement has been executed as the Representatives, in their sole judgment, have

determined is advisable and practicable.

(e)    Payment

for the Offered Securities. (i) Payment for the Offered Securities shall be made at the First Closing Date (and, if applicable,

at each Option Closing Date) by wire transfer of immediately available funds to the order of the Company.

(ii)    It

is understood that each Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept

delivery of and receipt for, and make payment of the purchase price for, the Firm Shares, Pre-Funded Warrants, and any Optional Shares

the Underwriters have agreed to purchase. Each of Leerink Partners, TD Cowen, and BofA, individually and not as the Representatives of

the Underwriters, may (but shall not be obligated to) make payment for any Offered Shares and Pre-Funded Warrants to be purchased by any

Underwriter whose funds shall not have been received by the Representatives by the First Closing Date or the applicable Option Closing

Date, as the case may be for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its

obligations under this Agreement or the Pre-Funded Warrants.

(f)    Delivery

of the Offered Securities. The Company shall deliver, or cause to be delivered through the book entry facilities of the Depository

Trust Company (“DTC”) to the Representatives for the accounts of the several Underwriters the Firm Shares at the First

Closing Date, against release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company

shall also deliver, or cause to be delivered, through the book entry facilities of DTC, to the Representatives for the accounts of the

several Underwriters, the Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option

Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase

price therefor. The Pre-Funded Warrants will be made available for inspection by the Representatives on the business day prior to the

First Closing Date. If the Representatives so elect, delivery of the Offered Shares may be made by credit to the accounts designated by

the Representatives through The DTC’s full fast transfer or DWAC programs. If the Representatives so elect, the Offered Shares shall

be registered in such names and denominations as the Representatives shall have requested at least two full business days prior to the

First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the business

day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the

Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further

condition to the obligations of the Underwriters.

Notwithstanding the foregoing,

the Company and the Representatives shall instruct purchasers of the Pre-Funded Warrants to make payment for the Pre-Funded Warrants on

the First Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase

price of $17.749 per Pre-Funded Warrant, in lieu of payment by the Underwriters for such Pre-Funded Warrants, and the Company shall deliver

such Pre-Funded Warrants to such purchasers on the First Closing Date in definitive form against such payment, in lieu of the Company’s

obligation to deliver such Pre-Funded Warrants to the Underwriters; provided that, the Representatives shall withhold $1.065, constituting

the underwriting discount and commissions, per Pre-Funded Warrant with respect to such Pre-Funded Warrants as an offset against the payment

owed by the Representatives to the Company with respect to the Offered Shares (with respect to the Optional Shares, only to the extent

the Underwriters’ option under Section 2(c) hereof is exercised concurrently to close on the First Closing Date) hereunder.

In the event that any purchaser of the Pre-Funded Warrants fails to make payment to the Company for all or part of the Pre-Funded Warrants

on the First Closing Date, the Representative may elect, by written notice to the Company, to receive Shares at the share purchase price

in lieu of all or a portion of such Pre-Funded Warrants to be delivered to the Underwriters under this Agreement.

Section 3.    Additional

Covenants. The Company further covenants and agrees with each Underwriter as follows:

(a)    Delivery

of Registration Statement, Time of Sale Prospectus and Prospectus. The Company shall furnish to you in New York City, without

charge, prior to 10:00 a.m. New York City time on the business day next succeeding the date of this Agreement and during the period

when a prospectus relating to the Offered Securities is required by the Securities Act to be delivered (whether physically or through

compliance with Rule 172 under the Securities Act or any similar rule) in connection with sales of the Offered Securities, as many

copies of the Time of Sale Prospectus, the Prospectus and any supplements and amendments thereto or to the Registration Statement as you

may reasonably request.

(b)    Representatives’

Review of Proposed Amendments and Supplements. During the period when a prospectus relating to the Offered Securities is required

by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar

rule), the Company (i) will furnish to the Representatives for review, a reasonable period of time prior to the proposed time of

filing of any proposed amendment or supplement to the Registration Statement, a copy of each such amendment or supplement and (ii) will

not amend or supplement the Registration Statement (including any amendment or supplement through incorporation of any report filed under

the Exchange Act) without the Representatives’ prior written consent, which consent shall not be unreasonably withheld, conditioned

or delayed. Prior to amending or supplementing any preliminary prospectus, the Time of Sale Prospectus or the Prospectus (including any

amendment or supplement through incorporation of any report filed under the Exchange Act), the Company shall furnish to the Representatives

for review, a reasonable amount of time prior to the time of filing or use of the proposed amendment or supplement, a copy of each such

proposed amendment or supplement. The Company shall not file or use any such proposed amendment or supplement without the Representatives’

prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. The Company shall file with the Commission

within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant

to such Rule.

Writing Prospectuses. The Company shall furnish to the Representatives for review, a reasonable amount of time prior to the proposed

time of filing or use thereof, a copy of each proposed free writing prospectus or any amendment or supplement thereto prepared by or on

behalf of, used by, or referred to by the Company, and the Company shall not file, use or refer to any proposed free writing prospectus

or any amendment or supplement thereto without the Representatives’ prior written consent, which consent shall not be unreasonably

withheld, conditioned or delayed. The Company shall furnish to each Underwriter, without charge, as many copies of any free writing prospectus

prepared by or on behalf of, used by or referred to by the Company as such Underwriter may reasonably request. If at any time when a prospectus

is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act

or any similar rule) in connection with sales of the Offered Securities (but in any event if at any time through and including the First

Closing Date) there occurred or occurs an event or development as a result of which any free writing prospectus prepared by or on behalf

of, used by, or referred to by the Company conflicted or would conflict with the information contained in the Registration Statement or

included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order

to make the statements therein, in the light of the circumstances prevailing at such time, not misleading, the Company shall promptly

amend or supplement such free writing prospectus to eliminate or correct such conflict so that the statements in such free writing prospectus

as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order

to make the statements therein, in the light of the circumstances prevailing at such time, not misleading, as the case may be; provided,

however, that prior to amending or supplementing any such free writing prospectus, the Company shall furnish to the Representatives

for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented

free writing prospectus, and the Company shall not file, use or refer to any such amended or supplemented free writing prospectus without

the Representatives’ prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

(d)    Filing

of Underwriter Free Writing Prospectuses. The Company shall not take any action that would result in an Underwriter or the Company

being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared

by or on behalf of such Underwriter that such Underwriter otherwise would not have been required to file thereunder.

(e)    Amendments

and Supplements to Time of Sale Prospectus. If the Time of Sale Prospectus is being used to solicit offers to buy the Offered

Securities at a time when the Prospectus is not yet available to prospective purchasers, and any event shall occur or condition exist

as a result of which it is necessary to amend or supplement the Time of Sale Prospectus so that the Time of Sale Prospectus does not include

an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light

of the circumstances when delivered to a prospective purchaser, not misleading, or if any event shall occur or condition exist as a result

of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement, or if, in the opinion of

counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, the Company

shall (subject to Section 3(b) and Section 3(c) hereof) promptly prepare, file with the Commission and furnish, at

its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so

that the statements in the Time of Sale Prospectus as so amended or supplemented will not include an untrue statement of a material fact

or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when delivered to

a prospective purchaser, not misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with

the information contained in the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply

with applicable law.

(f)    Certain

Notifications and Required Actions. After the date of this Agreement and until such time as the Underwriters are no longer required

to deliver a Prospectus to confirm sales of the Offered Securities, the Company shall promptly advise the Representatives in writing of:

(i) the receipt of any comments of, or requests for additional or supplemental information from, the Commission; (ii) the time

and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary

prospectus, the Time of Sale Prospectus, any free writing prospectus or the Prospectus; (iii) the time and date that any post-effective

amendment to the Registration Statement becomes effective; and (iv) the issuance by the Commission of any stop order suspending the

effectiveness of the Registration Statement or any post-effective amendment thereto or any amendment or supplement to any preliminary

prospectus, the Time of Sale Prospectus or the Prospectus or of any order preventing or suspending the use of any preliminary prospectus,

the Time of Sale Prospectus, any free writing prospectus or the Prospectus, or of any proceedings to remove, suspend or terminate from

listing or quotation the Shares from any securities exchange upon which they are listed for trading or included or designated for quotation,

or of the threatening or initiation of any proceedings for any of such purposes. If the Commission shall enter any such stop order at

any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment. Additionally, the

Company agrees that it shall comply with all applicable provisions of Rule 424(b), Rule 433 and Rule 430B under the Securities

Act and will use its reasonable efforts to confirm that any filings made by the Company under Rule 424(b) or Rule 433 were

received in a timely manner by the Commission.

(g)    Amendments

and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of

which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material

fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus

is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser,

not misleading, or if in the opinion of the Representatives or counsel for the Underwriters it is otherwise necessary to amend or supplement

the Prospectus to comply with applicable law, the Company agrees (subject to Section 3(b) and Section 3(c)) hereof to promptly

prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements

to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material

fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus

is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser,

not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law. Neither the Representatives’

consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under

Section 3(b) or Section 3(c).

(h)    Blue

Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the

Offered Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial

securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall

continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Securities.

The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of

process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation.

The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption

relating to) the Offered Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for

any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company

shall use its best efforts to obtain the withdrawal thereof as soon as practicable.

(i)    Use

of Proceeds. The Company shall apply the net proceeds from the sale of the Offered Securities sold by it in the manner described

under the caption “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus and the Prospectus.

(j)    Transfer

Agent. The Company shall engage and maintain, at its expense, a registrar and transfer agent for the Shares (including the Offered

Shares and the Warrant Shares).

(k)    Earnings

Statement. The Company will make generally available to its security holders and to the Representatives as soon as practicable

an earnings statement (which need not be audited) covering a period of at least twelve months beginning with the first fiscal quarter

of the Company commencing after the date of this Agreement that will satisfy the provisions of Section 11(a) of the Securities

Act and the rules and regulations of the Commission thereunder, provided, however, that the requirements of this Section 3(k) shall

be satisfied to the extent that such information is available on EDGAR.

(l)    Continued

Compliance with Securities Laws. The Company will comply with the Securities Act and the Exchange Act so as to permit the completion

of the distribution of the Offered Securities as contemplated by this Agreement, the Registration Statement, the Time of Sale Prospectus

and the Prospectus. Without limiting the generality of the foregoing, the Company will, during the period when a prospectus relating to

the Offered Securities is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172

under the Securities Act or any similar rule), file on a timely basis with the Commission and Nasdaq all reports and documents required

to be filed under the Exchange Act.

(m)    Listing.

The Company will use its best efforts to list, subject to notice of issuance, the Offered Shares and the Warrant Shares on the Nasdaq.

(n)    Company

to Provide Copy of the Prospectus in Form That May be Downloaded from the Internet. If requested by the Representatives,

the Company shall cause to be prepared and delivered, at its expense, within one business day from the effective date of this Agreement,

to the Representatives an “electronic Prospectus” to be used by the Underwriters in connection with the offering and

sale of the Offered Securities. As used herein, the term “electronic Prospectus” means a form of Prospectus, and any

amendment or supplement thereto, that meets each of the following conditions: (i) it shall be encoded in an electronic format, satisfactory

to the Representatives, that may be transmitted electronically by the Representatives and the other Underwriters to offerees and purchasers

of the Offered Securities; (ii) it shall disclose the same information as the paper Prospectus, except to the extent that graphic

and image material cannot be disseminated electronically, in which case such graphic and image material shall be replaced in the electronic

Prospectus with a fair and accurate narrative description or tabular representation of such material, as appropriate; and (iii) it

shall be in or convertible into a paper format or an electronic format, satisfactory to the Representatives, that will allow investors

to store and have continuously ready access to the Prospectus at any future time, without charge to investors (other than any fee charged

for subscription to the Internet as a whole and for on-line time). The Company hereby confirms that it has included or will include in

the Prospectus filed pursuant to EDGAR or otherwise with the Commission and in the Registration Statement at the time it was declared

effective an undertaking that, upon receipt of a request by an investor or his or her representative, the Company shall transmit or cause

to be transmitted promptly, without charge, a paper copy of the Prospectus.

(o)    Agreement

Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and

including the 60th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as

the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent

may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or

Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position”

(as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as

defined in Rule 16a1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant

any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities;

(v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership

of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise;

(vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities

Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities);

(viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the

outstanding Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company

may (A) effect the transactions contemplated hereby, including, for the avoidance of doubt, the issuance by the Company of the Warrant

Shares upon the exercise of Pre-Funded Warrants; (B) file a registration statement on Form S-8 with respect to any securities

issued or issuable pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement,

the Time of Sale Prospectus and the Prospectus; (C) the issuance by the Company of shares of Common Stock or securities convertible

into or exercisable for shares of Common Stock upon the exercise of a warrant or the conversion of a security outstanding on the date

hereof and described in each of the Time of Sale Prospectus and Prospectus; (D) the sale or issuance of or entry into an agreement

to sell or issue shares of Common Stock in connection with the Company’s acquisition of one or more businesses, products, assets

or technologies (whether by means of merger, stock purchase, asset purchase or otherwise) or in connection with joint ventures, collaboration

or licensing agreements, marketing or distribution arrangements, commercial relationships or other strategic transactions; provided, that,

the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (D) shall

not exceed 5% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions

contemplated by this Agreement and provided further that the Company shall cause each recipient of such shares to execute and deliver

to you, on or prior to such issuance, a “lock-up” agreement, substantially in the form of Exhibit B hereto; (E) facilitating

the establishment of a trading plan on behalf of a shareholder, officer or director of the Company pursuant to Rule 10b5-1 under

the Exchange Act, for the transfer of shares of Common Stock, provided that (i) such plan does not provide for the transfer of shares

of Common Stock during the Lock-up Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any,

is required of or voluntarily made by the Company regarding the establishment of such plan, such announcement or filing shall include

a statement to the effect that no transfer of shares of Common Stock may be made under such plan during the Lock-up Period; (F) issue

Shares issuable pursuant to that Certain Agreement and Plan of Merger and Reorganization, dated March 27, 2024 by and among the Company,

Project Athens Merger Sub, Inc., Second Project Athens Merger Sub, LLC, AlmataBio, Inc. (“AlmataBio”) and

Patrick J. Crutcher, solely in his capacity as the representative agent and attorney-in-fact of the former holders of securities in AlmataBio

and the related Milestone Buyout Option Agreement and Amendment to Agreement and Plan of Merger and Reorganization, dated April 26,

2026; or (G) issue Shares or Related Securities or options to purchase Shares, or issue Shares upon exercise of options or warrants

or upon the conversion of a security or the settlement of restricted stock units, pursuant to any stock option, warrants, restricted stock

units, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus,

but only if the holders of such Shares, options, warrants or restricted stock units agree in writing with the Underwriters not to sell,

offer, dispose of or otherwise transfer any such Shares, options or warrants during such Lock-up Period without the prior written consent

of the Representatives (which consent may be withheld in its sole discretion). For purposes of the foregoing, “Related Securities”

shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible

into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.

(p)    Future

Reports to the Representatives. During the period of five years hereafter, the Company will furnish to the Representatives, c/o

Leerink Partners LLC, at 53 State Street, 40th Floor, Boston, Massachusetts 02109, Attention: Syndicate Department: (i) as

soon as practicable after the end of each fiscal year, copies of the Company’s Annual Report on Form 10-K (the “Annual

Report”) containing the balance sheet of the Company as of the close of such fiscal year and statements of income, stockholders’

equity and cash flows for the year then ended and the opinion thereon of the Company’s independent public or certified public accountants;

(ii) as soon as practicable after the filing thereof, copies of each proxy statement, Annual Report on Form 10-K, Quarterly

Report on Form 10-Q, Current Report on Form 8-K or other report filed by the Company with the Commission, FINRA or any securities

exchange; and (iii) as soon as available, copies of any report or communication of the Company furnished or made available generally

to holders of its capital stock; provided, however, that the requirements of this Section 3(p) shall be satisfied to

the extent that such reports, statement, communications, financial statements or other documents are available on EDGAR.

(q)    Investment

Limitation. The Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Offered Securities

in such a manner as would require the Company or any of its subsidiaries to register as an investment company under the Investment Company

Act.

(r)    No

Stabilization or Manipulation; Compliance with Regulation M. The Company will not take, and will ensure that no affiliate of the

Company will take, directly or indirectly, any action designed to or that might cause or result in stabilization or manipulation of the

price of the Shares or any reference security with respect to the Shares, whether to facilitate the sale or resale of the Offered Securities

or otherwise, and the Company will, and shall cause each of its affiliates to, comply with all applicable provisions of Regulation M.

(s)    Enforce

Lock-Up Agreements. During the Lock-up Period, the Company will enforce all agreements between the Company and any of its securityholders

that restrict or prohibit, expressly or in operation, the offer, sale or transfer of Shares or Related Securities or any of the other

actions restricted or prohibited under the terms of the form of Lock-up Agreement. In addition, the Company will direct the transfer agent

to place stop transfer restrictions upon any such securities of the Company that are bound by such “lock-up” agreements for

the duration of the periods contemplated in such agreements, including, without limitation, “lock-up” agreements entered into

by the Company’s executive officers and directors and securityholders pursuant to Section 6(i) hereof.

(t)    Company

to Provide Interim Financial Statements. Prior to the First Closing Date and each applicable Option Closing Date, the Company

will furnish the Underwriters, as soon as they have been prepared by or are available to the Company, a copy of any unaudited interim

financial statements of the Company for any period subsequent to the period covered by the most recent financial statements appearing

in the Registration Statement and the Prospectus, provided, however, that the requirements of this Section 3(p) shall

be satisfied to the extent that such reports, statement, communications, financial statements or other documents are available on EDGAR.

(u)   Each Representative,

on behalf of the several Underwriters, may, in its sole discretion, waive in writing the performance by the Company of any one or more

of the foregoing covenants or extend the time for their performance.

Section 4.    Payment

of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations

hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to

the issuance and delivery of the Offered Securities (including all printing and engraving costs), (ii) all fees and expenses of the

registrar and transfer agent and warrant agent of the Shares and the Pre-Funded Warrants, respectively, (iii) all necessary issue,

transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities to the Underwriters, (iv) all fees

and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs

and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including

financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free

writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments

and supplements thereto, and this Agreement, (vi) the costs and expenses of the Company relating to investor presentations on any

“road show”, including, without limitation, expenses associated with the preparation or dissemination of any electronic road

show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection

with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees

and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, (vii) the

fees and expenses associated with listing the Offered Securities on the Nasdaq, and (viii) all other fees, costs and expenses of

the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7,

Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their

counsel.

Section 5.    Covenant

of the Underwriters. Each Underwriter severally and not jointly covenants with the Company not to take any action that would result

in the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus

prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, be required to be filed by the Company under

Rule 433(d).

Section 6.    Conditions

of the Obligations of the Underwriters. The respective obligations of the several Underwriters hereunder to purchase and pay for the

Offered Securities as provided herein on the First Closing Date and, with respect to the Optional Shares, each Option Closing Date, shall

be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the

date hereof and as of the First Closing Date as though then made and, with respect to the Optional Shares, as of each Option Closing Date

as though then made, to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following

additional conditions:

(a)    Comfort

Letter. On the date hereof, the Representatives shall have received from Ernst & Young, LLP, independent registered public

accountants for the Company, a letter dated the date hereof addressed to the Underwriters, in form and substance satisfactory to the Representatives,

containing statements and information of the type ordinarily included in accountant’s “comfort letters” to underwriters,

delivered according to Statement of Auditing Standards No. 72 (or any successor bulletin), with respect to the audited and unaudited

financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus, and each

free writing prospectus, if any.

(b)    Compliance

with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after the date of this Agreement

and through and including the First Closing Date and, with respect to any Optional Shares purchased after the First Closing Date, each

Option Closing Date:

(i)    The

Company shall have filed the Prospectus with the Commission (including the information previously omitted from the Registration Statement

pursuant to Rule 430B under the Securities Act) in the manner and within the time period required by Rule 424(b) under

the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information

previously omitted from the Registration Statement pursuant to such Rule 430B, and such post-effective amendment shall have become

effective.

(ii)    No

stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall

be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission.

(iii)    If

a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and

arrangements.

Material Adverse Effect or Ratings Agency Change. For the period from and after the date of this Agreement and through and including

the First Closing Date and, with respect to any Optional Shares purchased after the First Closing Date, each Option Closing Date:

(i)    in

the judgment of the Representatives, there shall not have occurred any Material Adverse Effect; and

(ii)    there

shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review

for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company

or any of its subsidiaries by any “nationally recognized statistical rating organization” as that term is used in Rule 15c3-1(c)(2)(vi)(F) under

the Exchange Act.

(d)    Opinion

of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received

the opinion and negative assurance letter of Goodwin Procter LLP, counsel for the Company, dated as of such date, in form and substance

satisfactory to the Representatives and their counsel.

(e)    Opinion

of Intellectual Property Counsel. On each of the First Closing Date and each Option Closing Date, the Representatives shall have

received the opinion of Sterne, Kessler, Goldstein & Fox P.L.L.C., counsel for the Company with respect to intellectual property

matters, dated as of such date, in form and substance satisfactory to the Representatives and their counsel.

(f)    Opinion

of Counsel for the Underwriters. On each of the First Closing Date and each Option Closing Date, the Representatives shall have

received the opinion and negative assurance letter of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel for the Underwriters

in connection with the offer and sale of the Offered Securities, in form and substance satisfactory to the Underwriters, dated as of such

date.

(g)    Officers’

Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate

executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date,

to the effect set forth in Section 6(b)(ii) and further to the effect that:

(i)    for

the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse

Effect;

(ii)    the

representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same

force and effect as though expressly made on and as of such date; and

(iii)    the

Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder

at or prior to such date.

(h)            Bring-down

Comfort Letter. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received from Ernst &

Young LLP, independent registered public accountants for the Company, a letter dated such date, in form and substance satisfactory to

the Representatives, which letter shall: (i) reaffirm the statements made in the letter furnished by them pursuant to Section 6(a),

except that the specified date referred to therein for the carrying out of procedures shall be no more than three business days prior

to the First Closing Date or the applicable Option Closing Date, as the case may be; and (ii) cover certain financial information

contained in the Prospectus.

(i)    Lock-Up

Agreements. On or prior to the date hereof, the Company shall have furnished to the Representatives an agreement in the form of

Exhibit B hereto from each of the persons listed on Exhibit C hereto, and each such agreement shall be in full

force and effect on each of the First Closing Date and each Option Closing Date.

(j)    Pre-Funded

Warrants. At least one (1) full business day prior to the First Closing Date, the Representatives shall have received electronic

copies of the Pre-Funded Warrants, substantially in the form of Exhibit A, executed by the Company.

(k)   Rule 462(b) Registration

Statement. In the event that a Rule 462(b) Registration Statement is filed in connection with the offering contemplated

by this Agreement, such Rule 462(b) Registration Statement shall have been filed with the Commission on the date of this Agreement

and shall have become effective automatically upon such filing.

(l)    CFO

Certificate. On the date of this Agreement and on the First Closing Date and any Option Closing Date, the Company shall have furnished

to the Representatives a certificate, dated the respective dates of delivery thereof and addressed to the Underwriters, of its chief financial

officer with respect to certain financial data contained in the Time of Sale Prospectus and the Prospectus, providing “management

comfort” with respect to such information, in form and substance reasonably satisfactory to the Representatives.

(m)  Additional

Documents. On or before the First Closing Date and each Option Closing Date, the Representatives and counsel for the Underwriters

shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass

upon the issuance and sale of the Offered Securities as contemplated herein, or in order to evidence the accuracy of any of the representations

and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company

in connection with the issuance and sale of the Offered Securities as contemplated herein and in connection with the other transactions

contemplated by this Agreement shall be satisfactory in form and substance to the Representatives and counsel for the Underwriters.

If any condition specified

in this Section 6 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives

by notice from the Representatives to the Company at any time on or prior to the First Closing Date and, with respect to the Optional

Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any

party to any other party, except that Section 4, Section 7, Section 9, Section 10 and Section 20 shall at all

times be effective and shall survive such termination.

Section 7.    Reimbursement

of Underwriters’ Expenses. If this Agreement is terminated by the Representatives pursuant to Section 6 or Section 12,

or if the sale to the Underwriters of the Offered Securities on the First Closing Date is not consummated because of any refusal, inability

or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse

the Representatives and the other Underwriters (or such Underwriters as have terminated this Agreement with respect to themselves), severally,

upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representatives and the Underwriters in connection

with the proposed purchase and the offering and sale of the Offered Securities, including, but not limited to, fees and disbursements

of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges; provided, however, that in the

event any such termination is effected after the First Closing Date, but prior to any Option Closing Date with respect to the purchase

of any Optional Shares, the Company shall only reimburse such Underwriters for all of their out-of-pocket expenses reasonably incurred

after the First Closing Date in connection with the proposed purchase of any such Optional Shares.

Section 8.    Effectiveness

of this Agreement. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

Section 9.    Indemnification.

(a)    Indemnification

of the Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers,

employees and agents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act or the Exchange Act

against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such affiliate, director, officer, employee,

agent or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation,

or the laws or regulations of foreign jurisdictions where the Offered Securities have been offered or sold or at common law or otherwise

(including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss,

claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any

untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or

the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein

not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus,

the Time of Sale Prospectus, any free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant

to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement to the foregoing), or the omission or

alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which

they were made, not misleading; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent and controlling

person for any and all reasonable expenses (including the reasonable fees and disbursements of counsel) as such expenses are incurred

by such Underwriter or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending,

settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing

indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out

of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity

with information relating to any Underwriter furnished to the Company by the Representatives in writing expressly for use in the Registration

Statement, any preliminary prospectus, the Time of Sale Prospectus, any such free writing prospectus or the Prospectus (or any amendment

or supplement thereto), it being understood and agreed that the only such information consists of the information described in Section 9(b) below.

The indemnity agreement set forth in this Section 9(a) shall be in addition to any liabilities that the Company may otherwise

have.

(b)    Indemnification

of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless

the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the

Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred,

to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act,

or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such

settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions

in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of

a material fact contained in the Registration Statement, or any amendment thereto, or any omission or alleged omission to state therein

a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement

or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus

that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433 of the Securities Act, or the Prospectus

(or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make

the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to

the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement,

such preliminary prospectus, the Time of Sale Prospectus, such free writing prospectus or the Prospectus (or any such amendment or supplement),

in reliance upon and in conformity with information relating to such Underwriter furnished to the Company by the Representatives in writing

expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all reasonable

expenses (including the reasonable fees and disbursements of counsel) as such expenses are incurred by the Company, or any such director,

officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage,

liability, expense or action. The Company hereby acknowledges that the only information that the Representatives have furnished to the

Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus

that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any

amendment or supplement to the foregoing) is the Underwriting Information. The indemnity agreement set forth in this Section 9(b) shall

be in addition to any liabilities that each Underwriter may otherwise have.

and Other Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 9 of notice of the

commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under

this Section 9, notify the indemnifying party in writing of the commencement thereof, but the omission to so notify the indemnifying

party will not relieve the indemnifying party from any liability which it may have to any indemnified party to the extent the indemnifying

party is not materially prejudiced as a proximate result of such failure and shall not in any event relieve the indemnifying party from

any liability that it may have otherwise than on account of this indemnity agreement. In case any such action is brought against any indemnified

party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled

to participate in, and, to the extent that it shall elect, jointly with all other indemnifying parties similarly notified, by written

notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense

thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action

include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict

may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that

there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available

to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses

and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from

the indemnifying party to such indemnified party of such indemnifying party’s election to so assume the defense of such action and

approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 9

for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the

indemnified party shall have employed separate counsel in accordance with the proviso to the preceding sentence (it being understood,

however, that the indemnifying party shall not be liable for the fees and expenses of more than one separate counsel (together with local

counsel), representing the indemnified parties who are parties to such action), which counsel (together with any local counsel) for the

indemnified parties shall be selected by the Representatives (in the case of counsel for the indemnified parties referred to in Section 9(a) above)

or by the Company (in the case of counsel for the indemnified parties referred to in Section 9(b) above)) or (ii) the indemnifying

party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time

after notice of commencement of the action or (iii) the indemnifying party has authorized in writing the employment of counsel for

the indemnified party at the expense of the indemnifying party, in each of which cases the fees and expenses of counsel shall be at the

expense of the indemnifying party and shall be paid as they are incurred.

(d)    Settlements.

The indemnifying party under this Section 9 shall not be liable for any settlement of any proceeding effected without its written

consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify

the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding

the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party

for fees and expenses of counsel as contemplated by Section 9(c) hereof, the indemnifying party shall be liable for any settlement

of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt

by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party

in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of

the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit

or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder

by such indemnified party, unless such settlement, compromise or consent includes an unconditional release of such indemnified party from

all liability on claims that are the subject matter of such action, suit or proceeding and does not include an admission of fault or culpability

or a failure to act by or on behalf of such indemnified party.

Section 10.    Contribution.

If the indemnification provided for in Section 9 is for any reason held to be unavailable to or otherwise insufficient to hold harmless

an indemnified party in respect of any losses, claims, damages, liabilities or expenses referred to therein, then each indemnifying party

shall contribute to the aggregate amount paid or payable by such indemnified party, as incurred, as a result of any losses, claims, damages,

liabilities or expenses referred to therein (i) in such proportion as is appropriate to reflect the relative benefits received by

the Company, on the one hand, and the Underwriters, on the other hand, from the offering of the Offered Securities pursuant to this Agreement

or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate

to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, on the

one hand, and the Underwriters, on the other hand, in connection with the statements or omissions which resulted in such losses, claims,

damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company,

on the one hand, and the Underwriters, on the other hand, in connection with the offering of the Offered Securities pursuant to this Agreement

shall be deemed to be in the same respective proportions as the total proceeds from the offering of the Offered Securities pursuant to

this Agreement (before deducting expenses) received by the Company, and the total underwriting discounts and commissions received by the

Underwriters, in each case as set forth on the front cover page of the Prospectus, bear to the aggregate initial public offering

price of the Offered Securities as set forth on such cover. The relative fault of the Company, on the one hand, and the Underwriters,

on the other hand, shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material

fact or omission or alleged omission to state a material fact relates to information supplied by the Company , on the one hand, or the

Underwriters, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or

prevent such statement or omission.

The amount paid or payable

by a party as a result of the losses, claims, damages, liabilities and reasonable expenses referred to above shall be deemed to include,

subject to the limitations set forth in Section 9(c), any legal or other fees or expenses reasonably incurred by such party in connection

with investigating or defending any action or claim. The provisions set forth in Section 9(c) with respect to notice of commencement

of any action shall apply if a claim for contribution is to be made under this Section 10; provided, however, that no additional

notice shall be required with respect to any action for which notice has been given under Section 9(c) for purposes of indemnification.

The Company and the Underwriters

agree that it would not be just and equitable if contribution pursuant to this Section 10 were determined by pro rata allocation

(even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account

of the equitable considerations referred to in this Section 10.

Notwithstanding the provisions

of this Section 10, no Underwriter shall be required to contribute any amount in excess of the underwriting discounts and commissions

received by such Underwriter in connection with the Offered Securities underwritten by it and distributed to the public. No person guilty

of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution

from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to

this Section 10 are several, and not joint, in proportion to their respective underwriting commitments as set forth opposite their

respective names on Schedule A. For purposes of this Section 10, each affiliate, director, officer, employee and agent of

an Underwriter and each person, if any, who controls an Underwriter within the meaning of the Securities Act or the Exchange Act shall

have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the

Registration Statement, and each person, if any, who controls the Company within the meaning of the Securities Act and the Exchange Act

shall have the same rights to contribution as the Company.

Section 11.    Default

of One or More of the Several Underwriters. If, on the First Closing Date any one or more of the several Underwriters shall

fail or refuse to purchase Offered Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number

of Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of

the aggregate number of the Offered Securities to be purchased on such date, the Representatives may make arrangements satisfactory to

the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements

are made by such date, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm

Shares and Pre-Funded Warrants set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares

and Pre-Funded Warrants set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified

by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter

or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date any one

or more of the Underwriters shall fail or refuse to purchase Offered Securities and the aggregate number of Offered Securities with respect

to which such default occurs exceeds 10% of the aggregate number of Offered Securities to be purchased on such date, and arrangements

satisfactory to the Representatives and the Company for the purchase of such Offered Securities are not made within 48 hours after such

default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4,

Section 7, Section 9, Section 10 and Section 20 shall at all times be effective and shall survive such termination.

In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option

Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration

Statement and the Prospectus or any other documents or arrangements may be effected.

As used in this Agreement,

the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 11.

Any action taken under this Section 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such

Underwriter under this Agreement.

Section 12.    Termination

of this Agreement. Prior to the purchase of the Firm Shares and Pre-Funded Warrants by the Underwriters on the First Closing

Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation

in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq, or trading in securities

generally on either the Nasdaq or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally

established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by any state or federal authority;

(iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or

any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial

change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives

is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms described in the Time

of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives

there shall have occurred any Material Adverse Effect; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake,

accident or other calamity of such character as in the reasonable judgment of the Representatives may interfere materially with the conduct

of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant

to this Section 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall

be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof

or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9, Section 10 and Section 20

shall at all times be effective and shall survive such termination.

Section 13.    No

Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (a) the purchase and sale of the Offered Securities

pursuant to this Agreement, including the determination of the public offering price of the Offered Securities and any related discounts

and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on

the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter

is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or its stockholders, creditors, employees

or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company

with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised

or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering

contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates

may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (e) the Underwriters

have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has

consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

Section 14.    Representations

and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties and other statements

of the Company, of its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force

and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of its or their partners, officers

or directors or any controlling person, as the case may be, and, anything herein to the contrary notwithstanding, will survive delivery

of and payment for the Offered Securities sold hereunder and any termination of this Agreement.

Section 15.    Notices.

All communications hereunder shall be in writing and shall be mailed, hand delivered or telecopied and confirmed to the parties hereto

as follows:

If to the Representatives:

Leerink Partners LLC

1301 Avenue of the Americas, 5th Floor

New York, New York 10019

Attention: Stuart Nayman, Managing Director, Senior

Legal Counsel

TD Securities (USA) LLC

1 Vanderbilt Avenue

New York, New York 10017

Email:

Attention: Head of Equity Capital Markets; General Counsel

BofA Securities, Inc.

One Bryant Park

New York, NY 10036

Email:

Attention: Syndicate Department

with a copy to:

Email:

Attention: ECM Legal

with a copy to:

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,

P.C.

One Financial Center

Boston, Massachusetts 02111

Email:

Attention: William C. Hicks; John T. Rudy

If to the Company:

Avalo Therapeutics, Inc.

1500 Liberty Ridge Drive, Suite 321

Wayne, Pennsylvania 19087

Email:

Attention: Christopher Sullivan, Chief Financial

Officer

with a copy to:

Goodwin Procter LLP

3025 John F. Kennedy Boulevard, 8th Floor

Philadelphia, Pennsylvania 19104

Email:

Attention: Rachael Bushey; Jennifer Porter

Any party hereto may change the address for receipt

of communications by giving written notice to the others.

Section 16.    Successors.

This Agreement will inure to the benefit of and be binding upon the parties hereto, including any substitute Underwriters pursuant to

Section 11 hereof, and to the benefit of the affiliates, directors, officers, employees, agents and controlling persons referred

to in Section 9 and Section 10, and in each case their respective successors, and no other person will have any right or obligation

hereunder. The term “successors” shall not include any purchaser of the Offered Securities as such from any of the

Underwriters merely by reason of such purchase.

Section 17.    Partial

Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the

validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Agreement

is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor

changes) as are necessary to make it valid and enforceable.

Section 18.    Recognition

of the U.S. Special Resolution Regimes.

(a)    In

the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer

from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent

as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were

governed by the laws of the United States or a state of the United States.

(b)    In

the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under

a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to

be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement

were governed by the laws of the United States or a state of the United States.

For purposes of this Agreement, (A) “BHC

Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with,

12 U.S.C. § 1841(k); (B) “Covered Entity” means any of the following: (i) a “covered entity”

as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as

that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that

term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (C) “Default Right” has the

meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable;

and (D) “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations

promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated

thereunder.

Section 19.    Governing

Law Provisions. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New

York applicable to agreements made and to be performed in such state. Any legal suit, action or proceeding arising out of or based upon

this Agreement or the transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts

of the United States of America located in the Borough of Manhattan in the City of New York or the courts of the State of New York in

each case located in the Borough of Manhattan in the City of New York (collectively, the “Specified Courts”), and each

party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment

of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such

suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above

shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and

unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably

and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in

any such court has been brought in an inconvenient forum.

Section 20. Waiver of

Trial by Jury. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates)

and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial

by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

Section 21.    General

Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral

and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may

be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and

hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and

no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit.

The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this

Agreement.

Each of the parties hereto

acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions

hereof, including, without limitation, the indemnification provisions of Section 9 and the contribution provisions of Section 10,

and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 9

and Section 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs

and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus,

the Time of Sale Prospectus, each free writing prospectus and the Prospectus (and any amendments and supplements to the foregoing), as

contemplated by the Securities Act and the Exchange Act.

[SIGNATURE PAGES FOLLOW]

If the foregoing is in accordance

with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument,

along with all counterparts hereof, shall become a binding agreement in accordance with its terms.

Very truly yours,

AVALO THERAPEUTICS, INC.

By:

/s/ Garry Neil

Name: Garry Neil, MD

Title: Chief Executive Officer

The foregoing Underwriting

Agreement is hereby confirmed and accepted by the Representatives in New York, New York as of the date first above written.

LEERINK PARTNERS LLC

TD Securities (USA) LLC

BofA Securities,Inc.

Acting individually and as Representatives

of the several Underwriters named in the attached Schedule A.

LEERINK PARTNERS LLC

By:

/s/ Jon Civitarese

Name: Jon Civitarese

Title: Senior Managing Director

TD Securities (USA) LLC

By:

/s/ Bill Kadel

Name: Bill Kadel

Title: Managing Director

BofA Securities,Inc.

By:

/s/ Lorenzo Paoletti

Name: Lorenzo Paoletti

Title: Managing Director

Schedule A

Underwriters

Number of

Firm Shares

Number of Pre-

Funded Warrants

to be Purchased

Leerink Partners LLC

5,327,100

378,000

TD Securities (USA) LLC

4,735,200

336,000

BofA Securities,Inc.

3,748,700

266,000

Piper Sandler& Co.

3,156,800

224,000

Cantor Fitzgerald& Co.

2,762,200

196,000

Total

19,730,000

1,400,000

Schedule B-1

Pricing Terms

1. The Company is selling 19,730,000 Firm Shares.

2. The Company has granted an option to the Underwriters, severally

and not jointly, to purchase up to 3,169,500 Optional Shares.

3. The public offering price per share for the Offered Securities shall

be $17.75.

4. The Company is selling Pre-Funded Warrants to purchase up to 1,400,000

Shares.

5. The public offering price per Pre-Funded Warrant shall be $17.749.

6. The Pre-Funded Warrant exercise price is: $0.001 per share.

Schedule B-2

Free Writing Prospectuses Included in the

Time of Sale Prospectus

None.

Exhibit A

Form of Pre-Funded Warrant

[See attached.]

Exhibit B

Form of Lock-up Agreement

_______________, 2026

Leerink Partners LLC

TD Securities (USA) LLC

BofA Securities, Inc.

As Representatives of the several Underwriters

c/o Leerink Partners LLC

53 State Street, 40th Floor

Boston, MA 02109

c/o TD Securities (USA) LLC

1 Vanderbilt Avenue, 11th Floor

New York, NY 10017

c/o BofA Securities, Inc.

One Bryant Park

New York, NY 10036

RE:    Avalo Therapeutics, Inc. (the “Company”)

Ladies & Gentlemen:

The undersigned is an owner of shares of common

stock, par value $0.001 per share, of the Company (“Shares”) or of securities convertible into or exchangeable or exercisable

for Shares. The Company proposes to conduct a public offering of Shares and/or pre-funded warrants to purchase Shares (the “Offering”)

for which Leerink Partners LLC, TD Securities (USA) LLC, and BofA Securities, Inc. will act as the representatives (the “Representatives”)

of the underwriters. The undersigned recognizes that the Offering will benefit each of the Company and the undersigned. The undersigned

acknowledges that the underwriters are relying on the representations and agreements of the undersigned contained in this letter agreement

in conducting the Offering and, at a subsequent date, in entering into an underwriting agreement (the “Underwriting Agreement”)

and other underwriting arrangements with the Company with respect to the Offering.

Annex A sets forth definitions for capitalized

terms used in this letter agreement that are not defined in the body of this agreement. Those definitions are a part of this agreement.

In consideration of the foregoing, and for other

good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees that, during

the Lock-up Period, the undersigned will not (and will cause any Family Member not to), without the prior written consent of the Representatives,

which may each withhold its consent in its sole discretion:

· Sell or Offer to Sell any Shares or Related Securities

currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by the undersigned

or such Family Member,

· enter into any Swap,

· make any demand for, or exercise any right with

respect to, the registration under the Securities Act of the offer and sale of any Shares or Related Securities, or cause to be filed

a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to any such registration,

· publicly announce any intention to do any of

the foregoing.

The foregoing will not apply to the registration

of the offer and sale of the Shares, and the sale of the Shares to the underwriters, in each case as contemplated by the Underwriting

Agreement. In addition, the foregoing restrictions shall not apply to:

(i) the transfer of Shares or Related Securities by gift, including, without limitation, to a charitable or

educational institution, or by will or intestate succession to a Family Member or to a trust whose beneficiaries consist exclusively of

one or more of the undersigned and/or a Family Member;

(ii) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity,

the transfer of Shares or Related Securities to (x) another corporation, partnership, limited liability company, trust or other business

entity that is a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act) of the undersigned, or

(y) limited partners, limited liability company members or stockholders of the undersigned (provided that any such transfer in this

clause (ii) shall not involve a disposition for value);

(iii) if the undersigned is a trust, to the beneficiary of such trust;

(iv) the transfer of Shares or Related Securities pursuant to the conversion or sale of, or an offer to purchase,

50% or more of the outstanding Shares, whether pursuant to a merger, tender offer or otherwise; provided, that in the event that such

transaction is not completed, the Shares or Related Securities owned by the undersigned shall remain subject to the restrictions herein;

(v) transactions relating to Shares or Related Securities acquired in the Offering or in open market transactions

after the completion of the Offering, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall

be voluntarily made in connection with subsequent sales of Shares or Related Securities acquired in the Offering or in such open market

transactions (other than as otherwise permitted pursuant to the other provisions of this letter agreement).

Notwithstanding the foregoing, in any such case

as provided in clauses (i) through (iv), it shall be a condition to such transfer that:

· each transferee executes and delivers to the

Representatives an agreement in form and substance satisfactory to the Representatives stating that such transferee is receiving and holding

such Shares and/or Related Securities subject to the provisions of this letter agreement and agrees not to Sell or Offer to Sell such

Shares and/or Related Securities, engage in any Swap or engage in any other activities restricted under this letter agreement except in

accordance with this letter agreement (as if such transferee had been an original signatory hereto), and

· prior to the expiration of the Lock-up Period,

no public disclosure or filing under the Exchange Act by any party to the transfer (donor, donee, transferor or transferee) shall be required,

or made voluntarily, reporting a reduction in beneficial ownership of Shares in connection with such transfer.

Furthermore, notwithstanding the restrictions

imposed by this letter agreement, the undersigned may (i) transfer Shares to the Company as forfeitures to satisfy tax withholding

obligations of the undersigned in connection with the vesting or exercise of equity awards outstanding as of the date of the preliminary

prospectus supplement granted pursuant to the Company’s equity incentive plans and arrangements, or make any sales in open market

transactions to generate such amount of net proceeds to the undersigned from such sales (after deducting commissions) in an aggregate

amount up to the total amount of taxes or estimated taxes (as applicable) that become due as a result of the vesting and/or settlement

of Company equity awards; provided that if any filing under Section 16(a) of the Exchange Act, or other public filing, report

or announcement reporting a reduction in beneficial ownership of Shares or Related Securities in connection with such transfer or disposition

shall be legally required during the Lock-up Period, such filing, report or announcement shall indicate in the footnotes thereto the nature

of such sales, (ii) transfer Shares or Related Securities to the Company pursuant to agreements under which the Company has the option

to repurchase such Shares or Related Securities or a right of first refusal with respect to transfers of such Shares or Related Securities,

(iii) establish or modify a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Rule 10b5-1 Trading

Plan”) for the transfer of Shares, provided that such Rule 10b5-1 Trading Plan does not provide for any transfers of Shares

during the Lock-up Period and that any public announcement or filing required under the Exchange Act regarding the establishment of such Rule 10b5-1

Trading Plan shall clearly disclose that no Shares shall be transferred under such plan during the duration of the Lock-up Period,

(iv) in connection with sales of Shares made pursuant to a Rule 10b5-1 Trading Plan that has been entered into by the undersigned

prior to the date of this letter agreement; provided that (x) such Rule 10b5-1 Trading Plan was established by the undersigned

prior to the execution of this letter agreement, a copy of such Rule 10b5-1 Trading Plan was provided to the Representatives prior

to the execution of this letter agreement, (y) such Rule 10b5-1 Trading Plan will not be amended or otherwise modified during

the Lock-up Period (unless such modification does not result in the possible sale of Shares or Related Securities during the Lock-up Period),

and (z) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of Shares, shall

be required or shall be voluntarily made during the Lock-up Period, unless such filing indicates in the footnotes thereto that the shares

were sold pursuant to such Rule 10b5-1 Trading Plan, or (v) transfer Shares or Related Securities by operation of law or by

an order of a court or regulatory agency, such as pursuant to a qualified domestic order or in connection with a divorce settlement provided

that the transferee execute and deliver to the Representatives a letter agreement in substantially the form of this letter agreement.

If the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of Shares or Related

Securities during the Lock-up Period pursuant to clauses (i) or (ii) of this paragraph, the undersigned shall include a statement

in such filing describing the purpose of the transaction.

The undersigned also agrees and consents to the

entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of Shares or Related Securities

held by the undersigned and the undersigned's Family Members, if any, except in compliance with the foregoing restrictions.

With respect to the Offering only, the undersigned

waives any registration rights relating to registration under the Securities Act of the offer and sale of any Shares and/or any Related

Securities owned either of record or beneficially by the undersigned, including any rights to receive notice of the Offering.

The undersigned confirms that the undersigned

has not, and has no knowledge that any Family Member has, directly or indirectly, taken any action designed to or that might reasonably

be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale

of the Shares. The undersigned will not, and will cause any Family Member not to take, directly or indirectly, any such action.

Whether or not the Offering occurs as currently

contemplated or at all depends on market conditions and other factors. The Offering will only be made pursuant to the Underwriting Agreement,

the terms of which are subject to negotiation between the Company and the underwriters.

If (i) the Company provides five (5) business

days prior written notice to the Representatives that it does not intend to proceed with the Offering, (ii) the Underwriting Agreement

is not executed before May 31, 2026, or (iii) the Underwriting Agreement (other than the provisions thereof that survive termination)

terminates or is terminated prior to payment for and delivery of the Shares, then in each case, this letter agreement shall automatically,

and without any action on the part of any other party, terminate and be of no further force and effect, and the undersigned shall automatically

be released from the obligations under this letter agreement.

The undersigned hereby represents and warrants

that the undersigned has full power, capacity and authority to enter into this letter agreement. This letter agreement is irrevocable

and will be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned.

This letter agreement shall be governed by, and construed in accordance

with, the laws of the State of New York.

[Signature Page Follows]

Signature

Printed Name of Person Signing

(Indicate capacity of person signing if signing as custodian or trustee, or on behalf of an entity)

Annex A

Certain Defined Terms

Used in Lock-up Agreement

For purposes of the letter agreement to which this Annex A is attached

and of which it is made a part:

· “Call Equivalent Position” shall have the meaning set

forth in Rule 16a-1(b) under the Exchange Act.

· “Exchange Act” shall mean the Securities Exchange Act

of 1934, as amended.

· “Family Member” shall mean the spouse of the undersigned,

an immediate family member of the undersigned or an immediate family member of the undersigned's spouse, in each case living in the undersigned's

household or whose principal residence is the undersigned's household (regardless of whether such spouse or family member may at the time

be living elsewhere due to educational activities, health care treatment, military service, temporary internship or employment or otherwise).

“Immediate family member” as used above shall have the meaning set forth in Rule 16a-1(e) under the Exchange

Act.

· “Lock-up Period” shall mean the period beginning on the

date hereof and continuing through the close of trading on the date that is 60 days after the date of the Prospectus (as defined in the

Underwriting Agreement).

· “Put Equivalent Position” shall have the meaning set forth

in Rule 16a-1(h) under the Exchange Act.

· “Related Securities” shall mean any options or warrants

or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities

or rights ultimately exchangeable or exercisable for or convertible into Shares.

· “Securities Act” shall mean the Securities Act of 1933,

as amended.

· “Sell or Offer to Sell” shall mean to:

o sell, offer to sell, contract to sell or lend,

o effect any short sale or establish or increase a Put Equivalent Position or liquidate or decrease any Call Equivalent Position

o pledge, hypothecate or grant any security interest in, or

o in any other way transfer or dispose of,

in each case whether effected directly or indirectly.

· “Swap” shall mean any swap, hedge or similar arrangement

or agreement that transfers, in whole or in part, the economic risk of ownership of Shares or Related Securities, regardless of whether

any such transaction is to be settled in securities, in cash or otherwise.

Capitalized terms not defined in this Annex A shall have the meanings

given to them in the body of this lock-up agreement.

Exhibit C

Directors and Executive Officers

Signing Lock-up Agreement

Directors:

Michael Heffernan

Mitchell Chan

Jonathan Goldman, M.D.

Rita Jain, M.D.

Aaron Kantoff

Gilla Kaplan, M.D.

Kevin Lind

Samantha Truex

Executive Officers:

Dr. Garry Neil

Christopher Sullivan

Taylor Boyd

Mittie Doyle, M.D., FACR

Jennifer Riley

Paul Varki

EX-4.1 — EXHIBIT 4.1

EX-4.1

Filename: tm2613717d1_ex4-1.htm · Sequence: 3

Exhibit 4.1

AVALO THERAPEUTICS, INC.

FORM OF PRE-FUNDED WARRANT TO PURCHASE

COMMON STOCK

Number of Shares: [ ]

(subject

to adjustment)

Warrant No. [ ]

Original Issue Date: [__], 2026

Avalo Therapeutics, Inc., a Delaware corporation

(the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are

hereby acknowledged, [___], or its permitted registered assigns (the “Holder”), is entitled, subject to the terms set

forth below, to purchase from the Company up to a total of [___] shares of common stock, $0.001 par value per share (the “Common

Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”)

at an exercise price per share equal to $0.001 per share (as adjusted from time to time as provided in Section 9 herein, the

“Exercise Price”), upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase

Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”) at any time and from time to time

on or after the date hereof (the “Original Issue Date”), subject to the following terms and conditions:

1. Definitions. For purposes of this Warrant,

the following terms shall have the following meanings:

(a) “Affiliate”

means any Person directly or indirectly controlled by, controlling or under common control with, a Holder, but only for so long as such

control shall continue. For purposes of this definition, “control” (including, with correlative meanings, “controlled

by,” “controlling” and “under common control with”) means, with respect to a Person, possession, direct

or indirect, of (a) the power to direct or cause direction of the management and policies of such Person (whether through ownership

of securities or partnership or other ownership interests, by contract or otherwise), or (b) at least 50% of the voting securities

(whether directly or pursuant to any option, warrant or other similar arrangement) or other comparable equity interests.

(b) “Commission”

means the United States Securities and Exchange Commission.

Sale Price” means, for any security as of any date, the last trade price for such security on the Principal Trading Market for

such security, as reported by Bloomberg Financial Markets, or, if such Principal Trading Market begins to operate on an extended hours

basis and does not designate the last trade price, then the last trade price of such security immediately prior to 4:00 P.M., New York

City time, as reported by Bloomberg Financial Markets, or if the foregoing do not apply, the last trade price of such security in the

over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg Financial Markets, or, if no last

trade price is reported for such security by Bloomberg Financial Markets, the average of the bid and ask prices, of any market makers

for such security as reported in the “pink sheets” by OTC Markets Group Inc. If the Closing Sale Price cannot be calculated

for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair

market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market

value of such security, then the Board of Directors of the Company shall use its good faith judgment to determine the fair market value

of such security on such date. The Board of Directors’ determination shall be binding upon all parties absent demonstrable error.

All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction

during the applicable calculation period.

(d) “Principal

Trading Market” means the national securities exchange or other trading market on which the Common Stock is primarily listed

on and quoted for trading, which, as of the Original Issue Date, shall be The Nasdaq Capital Market.

(e) “Registration

Statement” means the Company’s Registration Statement on Form S-3 (File No. 333-292614), as amended, declared

effective on January 20, 2026.

(f) “Securities

Act” means the Securities Act of 1933, as amended.

(g) “Standard

Settlement Period” means the standard settlement period, expressed in a number of Trading Days, for the Principal Trading Market

with respect to the Common Stock that is in effect on the date of delivery of an applicable Exercise Notice, which as of the Issuance

Date was “T+1.”

(h) “Trading

Day” means any weekday on which the Principal Trading Market is open for trading.

(i) “Transfer

Agent” means Equiniti Trust Company, LLC, the Company’s transfer agent and registrar for the Common Stock, and any successor

appointed in such capacity.

2. Issuance of Securities; Registration of

Warrants. The Warrant and Warrant Shares, as initially issued by the Company, are offered and will be sold pursuant to the Registration

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

Register”), in the name of the record Holder (which shall include the initial Holder or, as the case may be, any assignee to

which this Warrant is assigned hereunder) from time to time. The Company may deem and treat the registered Holder of this Warrant as the

absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual

notice to the contrary.

3. Registration of Transfers. Subject to

compliance with all applicable securities laws, the Company shall, or will cause its Transfer Agent to, register the transfer of all or

any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, and payment for all applicable transfer taxes (if

any) by the Holder or any subsequent holder. Upon any such registration or transfer, a new warrant to purchase Common Stock in substantially

the form of this Warrant (any such new warrant, a “New Warrant”) evidencing the portion of this Warrant so transferred

shall be issued to the transferee, and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall

be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such

transferee of all of the rights and obligations in respect of the New Warrant that the Holder has in respect of this Warrant. The Company

shall, or will cause its Transfer Agent to, prepare, issue and deliver at the Company’s own expense any New Warrant under this Section 3.

Until due presentment for registration of transfer, the Company may treat the registered Holder hereof as the owner and holder for all

purposes, and the Company shall not be affected by any notice to the contrary.

4. Exercise and Duration of Warrants.

(a) All or any part of

this Warrant shall be exercisable by the registered Holder in any manner permitted by this Warrant at any time and from time to time on

or after the Original Issue Date.

(b) The Holder may exercise

this Warrant by delivering (as determined in accordance with the notice provisions hereof) to the Company an exercise notice, in the form

attached as Schedule 1 hereto (the “Exercise Notice”), completed and duly signed. Within one (1) Trading

Day following the date of delivery of the Exercise Notice, the Holder shall make payment of the Exercise Price for the number of Warrant

Shares as to which this Warrant is being exercised (which may take the form of a “cashless exercise” if so indicated in the

Exercise Notice pursuant to Section 10 below). The date on which the Notice of Exercise is delivered to the Company (as determined

in accordance with the notice provisions hereof) is an “Exercise Date” provided, that if the Exercise Price is not

delivered on or before one (1) Trading Day following the date of delivery of the Exercise Notice, the Exercise Date shall be deemed

to be one (1) Trading Day following the date of that the Exercise Price is delivered to the Company. 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.

The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the

Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right

to purchase the remaining number of Warrant Shares, if any. The aggregate exercise price of this Warrant, except for the Exercise Price,

was pre-funded to the Company on or before the Original Issue Date, and consequently no additional consideration (other than the Exercise

Price) shall be required by to be paid by the Holder to effect any exercise of this Warrant. The Holder shall not be entitled to the return

or refund of all, or any portion, of such pre-funded exercise price under any circumstance or for any reason whatsoever.

5. Delivery of Warrant Shares.

(a) Upon exercise of

this Warrant, the Company shall promptly (but in no event later than the Trading Days comprising of the Standard Settlement Period after

the Exercise Date), upon the request of the Holder, credit or instruct the Transfer Agent to credit such aggregate number of shares of

Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with

The Depository Trust Company (“DTC”) through its Deposit / Withdrawal At Custodian system, or if the Transfer Agent

is not participating in the Fast Automated Securities Transfer Program (the “FAST Program”) or if the certificates

are required to bear a legend regarding restriction on transferability, issue and dispatch by overnight courier to the address as specified

in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for

the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. The Holder, or any natural person or legal

entity (each, a “Person”) so designated by the Holder to receive Warrant Shares, shall be deemed to have become the

holder of record of such Warrant Shares as of the time of delivery of the Exercise Notice on the Exercise Date, irrespective of the date

such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant

Shares, as the case may be. While this Warrant remains outstanding, the Company shall maintain a transfer agent that participates in the

FAST Program.

(b) If by the close of

the fifth (5th) Trading Day after the Exercise Date, the Company fails to deliver to the Holder a certificate representing the required

number of Warrant Shares in the manner required pursuant to Section 5(a) or fails to credit the Holder’s balance

account with DTC for such number of Warrant Shares to which the Holder is entitled, and if after such Standard Settlement Period and prior

to the receipt of such Warrant Shares, the Holder purchases (in an open market transaction or otherwise that reflects prevailing market

prices) 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 to unwind its commercially reasonable hedge position in a commercially reasonable manner (a “Buy-In”),

then the Company shall, within Standard Settlement Period after the Holder’s request, promptly honor its obligation to deliver to

the Holder a certificate or certificates representing such Warrant Shares and pay cash to the Holder in an amount equal to the excess

(if any) of Holder’s total purchase price (including commercially reasonable brokerage commissions, if any) for the shares of Common

Stock so purchased in the Buy-In over the product of (A) the number of shares of Common Stock purchased in the Buy-In, times (B) the

Closing Sale Price of a share of Common Stock on the Exercise Date.

by law and subject to Section 5(b), the Company’s obligations to issue and deliver Warrant Shares in accordance with

and subject to the terms hereof (including the limitations set forth in Section 11 below) are absolute and unconditional,

irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof,

the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation

or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or

alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance that might otherwise limit such

obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Subject to Section 5(b), nothing

herein shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without

limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates

representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

6. Charges, Taxes and Expenses. Issuance

and delivery of certificates for shares of Common Stock upon exercise of this Warrant shall be made without charge to the Holder for any

issue or transfer tax, transfer agent fee or other incidental tax or expense (excluding any applicable stamp duties) in respect of the

issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company

shall not be required to pay any tax that may be payable in respect of any transfer involved in the registration of any certificates for

Warrant Shares or the Warrants in a name other than that of the Holder or an Affiliate thereof. The Holder shall be responsible for all

other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

7. Replacement of Warrant. If this Warrant

is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation

hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon receipt of evidence reasonably satisfactory to the

Company of such loss, theft or destruction (in such case) and, in each case, a customary and reasonable indemnity (but not the posting

of any surety or other bond), if requested by the Company. Applicants for a New Warrant under such circumstances shall also comply with

such other reasonable regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe. If a New

Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver such mutilated Warrant to the Company

as a condition precedent to the Company’s obligation to issue the New Warrant.

8. Reservation of Warrant Shares. The Company

covenants that it will, at all times while this Warrant is outstanding, reserve and keep available out of the aggregate of its authorized

but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this

Warrant as herein provided, the number of Warrant Shares that are initially issuable and deliverable upon the exercise of this entire

Warrant, free from preemptive rights or any other contingent purchase rights of persons other than the Holder (taking into account the

adjustments and restrictions of Section 9). The Company covenants that all Warrant Shares so issuable and deliverable shall,

upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued

and fully paid and non-assessable. The Company will take all such action as may be reasonably necessary to assure that such shares of

Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities

exchange or automated quotation system upon which the Common Stock may be listed. The Company further covenants that it will not, without

the prior written consent of the Holder, take any actions to increase the par value of the Common Stock at any time while this Warrant

is outstanding.

9. Certain Adjustments. The Exercise Price

and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in this Section 9.

(a) Stock Dividends

and Splits. If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its Common Stock or otherwise

makes a distribution on any class of capital stock issued and outstanding on the Original Issue Date and in accordance with the terms

of such stock on the Original Issue Date or as amended, as described in the Registration Statement, that is payable in shares of Common

Stock, (ii) subdivides its outstanding shares of Common Stock into a larger number of shares of Common Stock, (iii) combines

its outstanding shares of Common Stock into a smaller number of shares of Common Stock or (iv) issues by reclassification of shares

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

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

of which shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to clause

(i) of this paragraph shall become effective immediately after the record date for the determination of stockholders entitled to

receive such dividend or distribution, provided, however, that if such record date shall have been fixed and such dividend is not fully

paid on the date fixed therefor, the Exercise Price shall be recomputed accordingly as of the close of business on such record date and

thereafter the Exercise Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends. Any adjustment

pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date of such subdivision

or combination.

(b) Pro Rata Distributions.

If the Company, at any time while this Warrant is outstanding, distributes to all holders of Common Stock for no consideration (i) evidences

of its indebtedness, (ii) any security (other than a distribution of Common Stock covered by the preceding paragraph) or (iii) rights

or warrants to subscribe for or purchase any security, or (iv) cash or any other asset (in each case, “Distributed Property”),

then, upon any exercise of this Warrant that occurs after the record date fixed for determination of stockholders entitled to receive

such distribution, the Holder shall be entitled to receive, in addition to the Warrant Shares otherwise issuable upon such exercise (if

applicable), the Distributed Property that such Holder would have been entitled to receive in respect of such number of Warrant Shares

had the Holder been the record holder of such Warrant Shares immediately prior to such record date without regard to any limitation on

exercise contained therein. The Company covenants that it will, at all times while this Warrant is outstanding, reserve and keep available

all Distributed Property that the Holder shall be entitled to receive hereunder, solely for the purpose of fulfilling its obligations

pursuant to this Section 9(b).

If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the Company with or into

another Person, in which the Company is not the surviving entity and in which the stockholders of the Company immediately prior to such

merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after

such merger or consolidation, (ii) the Company effects any sale to another Person of all or substantially all of its assets in one

transaction or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or

another Person) for more than 90% of the outstanding capital stock of the Company, holders of capital stock tender shares representing

more than 50% of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such

tender for payment, (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation,

a reorganization, recapitalization, spin-off or scheme of arrangement, but not including any underwritten offering, registered direct

offering, private placement or other transaction with the primary purpose of financing or fund raising for the Company) with another Person

whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction

in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting

power of such Person immediately after the transaction) or (v) the Company effects any reclassification of the 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 (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above)

(in any such case, a “Fundamental Transaction”), then following such Fundamental Transaction the Holder shall only

have the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been

entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction,

the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise

contained herein (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction in which

the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate

Consideration is solely cash, in which case the Warrant will be deemed automatically exercised in full in exchange for such cash consideration

pursuant to the “cashless exercise” provisions in Section 10 below upon the consummation of the Fundamental Transaction

or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person

(including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder such Alternate Consideration as,

in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The

provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction type.

(d) Number of Warrant

Shares. Simultaneously with any adjustment to the Exercise Price pursuant to Section 9 (including any adjustment to the

Exercise Price that would have been effected but for the final sentence in this paragraph (d)), the number of Warrant Shares that may

be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after such adjustment the aggregate

Exercise Price payable hereunder for the increased or decreased number of Warrant Shares shall be the same as the aggregate Exercise Price

in effect immediately prior to such adjustment. Notwithstanding the foregoing, in no event may the Exercise Price be adjusted below the

par value of the Common Stock then in effect.

(e) Calculations.

All calculations under this Section 9 shall be made to the nearest one-tenth of one cent or the nearest share, as applicable.

(f) Notice of Adjustments.

Upon the occurrence of each adjustment pursuant to this Section 9, the Company at its expense will, at the written request

of the Holder, promptly compute such adjustment, in good faith, in accordance with the terms of this Warrant and prepare a certificate

setting forth such adjustment, including a statement of the adjusted Exercise Price and adjusted number or type of Warrant Shares or other

securities issuable upon exercise of this Warrant (as applicable), describing the transactions giving rise to such adjustments and showing

in detail the facts upon which such adjustment is based. Upon written request, the Company will promptly deliver a copy of each such certificate

to the Holder and to the Transfer Agent.

(g) Notice of Corporate

Events. If, while this Warrant is outstanding, the Company (i) declares a dividend or any other distribution of cash, securities

or other property in respect of its Common Stock, including, without limitation, any granting of rights or warrants to subscribe for or

purchase any capital stock of the Company or any subsidiary, (ii) authorizes or approves, enters into any agreement contemplating

or solicits stockholder approval for any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation or winding

up of the affairs of the Company, then, except if such notice and the contents thereof shall be deemed to constitute material non-public

information, the Company shall deliver to the Holder a notice of such transaction at least ten (10) days prior to the applicable

record or effective date on which a Person would need to hold Common Stock in order to participate in or vote with respect to such transaction;

provided, however, that the failure to deliver such notice or any defect therein shall not affect the validity of the corporate

action required to be described in such notice. In the event such notice and the contents thereof shall be deemed to constitute material

non-public information, the Company shall (on the same time frame set forth in the immediately prior sentence) offer the Holder the ability

to sign a confidentiality agreement related thereto sufficient to allow the Holder to receive such notice, and the Company shall deliver

such notice immediately upon execution of such confidentiality agreement. In addition, if while this Warrant is outstanding, the Company

authorizes or approves, enters into any agreement contemplating or solicits stockholder approval for any Fundamental Transaction contemplated

by Section 9(c), other than a Fundamental Transaction under clause (iii) of Section 9(c), the Company

shall deliver to the Holder a notice of such Fundamental Transaction at least thirty (30) days prior to the date such Fundamental Transaction

is consummated. Holder agrees to maintain any information disclosed pursuant to this Section 9(g) in confidence until

such information is publicly available, and shall comply with applicable law with respect to trading in the Company’s securities

following receipt any such information.

10. Payment of Exercise Price. Notwithstanding

anything contained herein to the contrary, the Holder may, in its sole discretion, satisfy its obligation to pay the Exercise Price through

a “cashless exercise” (with respect to which the Company will preserve the availability of the exemption from registration

in Section 3(a)(9) of the Securities Act), in which event the Company shall issue to the Holder the number of Warrant Shares

determined as follows:

X = Y [(A-B)/A]

where:

“X” equals the number of Warrant Shares

to be issued to the Holder;

“Y” equals the total number of Warrant

Shares with respect to which this Warrant is then being exercised;

“A” equals (i) the last Closing

Sale Price of the shares of Common Stock (as reported by Bloomberg Financial Markets) on the Trading Day immediately preceding the Exercise

Date if the Exercise Notice is delivered prior to market close on the Exercise Date, or (ii) the last Closing Sale Price of the shares

of Common Stock (as reported by Bloomberg Financial Markets) on the Exercise Date if the Exercise Notice is delivered following market

close on the Exercise Date; and

“B” equals the Exercise Price then

in effect for the applicable Warrant Shares at the time of such exercise.

For purposes of Rule 144 promulgated under

the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a “cashless exercise” transaction

shall be deemed to have been acquired by the Holder, the Warrant Shares shall take on the registered characteristics of the Warrants being

exercised, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued

(provided that the Commission continues to take the position that such treatment is proper at the time of such exercise). In the event

that the Registration Statement or another registration statement registering the issuance of Warrant Shares is, for any reason, not effective

at the time of exercise of this Warrant, then the Warrant may only be exercised through a cashless exercise, as set forth in this Section 10.

Except as set forth in Section 5(b) (Buy-In remedy) and Section 12 (payment of cash in lieu of fractional

shares), in no event will the exercise of this Warrant be settled in cash. For the avoidance of doubt, in the event that the Registration

Statement or another registration statement registering the issuance of the Warrant Shares is, for any reason, not effective at the time

of exercise of this Warrant, then a cashless exercise pursuant to this Section 10 in exchange for unregistered Warrant Shares in

accordance with Section 3(a)(9) of the Securities Act shall also be permitted.

11. Limitations on Exercise.

(a) Notwithstanding anything

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

this Warrant for a number of Warrant Shares in excess of that number of Warrant Shares which, upon giving effect to such exercise, would

cause (i) the aggregate number of shares of Common Stock beneficially owned by the Holder, the Holder together with such Holder’s

Affiliates, any person having beneficial ownership of shares of Common Stock owned by the Holder as calculated in accordance with Section 13(d) of

the Exchange Act, or any persons acting as a Section 13(d) group together with such Holder or any of such Holder’s Affiliates

(any such person other than Holder, including any group of which Holder is a member, an “Additional Restricted Ownership Person”),

to exceed 9.99% (the “Maximum Percentage”) of the total number of issued and outstanding shares of Common Stock of the Company

following such exercise, or (ii) the combined voting power of the securities of the Company beneficially owned by the Holder or any

Additional Restricted Ownership Person to exceed 9.99% of the combined voting power of all of the securities of the Company then outstanding

following such exercise. For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Holder and

any Additional Restricted Ownership Person may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s

most recent Form 10-Q or Form 10-K, as the case may be, filed with the Commission prior to the date hereof, (y) a more

recent public announcement by the Company or (z) any other notice by the Company or the Transfer Agent setting forth the number of

shares of Common Stock outstanding. Upon the written request of the Holder, the Company shall within three (3) Trading Days confirm

in writing or by electronic mail to the Holder the number of 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 since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to

the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 19.99%

specified in such notice; provided that any such increase will not be effective until the sixty-first (61st) day after such notice is

delivered to the Company. For purposes of this Section 11(a), the aggregate number of shares of Common Stock or voting securities

beneficially owned by the Holder or any Additional Restricted Ownership Person shall include the shares of Common Stock issuable upon

the exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common

Stock which would be issuable upon (x) exercise of the remaining unexercised and non-cancelled portion of this Warrant by the Holder

or any Additional Restricted Ownership Person and (y) exercise or conversion of the unexercised, non-converted or non-cancelled portion

of any other securities of the Company that do not have voting power (including without limitation any securities of the Company which

would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, right, option,

warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder

thereof to receive, Common Stock), is subject to a limitation on conversion or exercise analogous to the limitation contained herein and

is beneficially owned by the Holder or any Additional Restricted Ownership Person, it being acknowledged by the Holder that the Company

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

is solely responsible for any schedules required to be filed in accordance therewith.. The limitations contained in this Section 11(a) shall

terminate immediately at any time at which the Common Stock underlying the Warrants cease to be an “equity security” as defined

in Rule 13d-1(i) promulgated under the Exchange Act (or any successor rule).

(b) This Section 11

shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount

of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9(c) of

this Warrant.

12. No Fractional Shares. No fractional

Warrant Shares will be issued in connection with any exercise of this Warrant. In lieu of any fractional shares that would otherwise be

issuable, the number of Warrant Shares to be issued shall be rounded down to the next whole number and the Company shall pay the Holder

in cash the fair market value (based on the Closing Sale Price) for any such fractional shares.

13. Notices. Any and all notices or other

communications or deliveries hereunder (including, without limitation, any Exercise Notice) shall be in writing and shall be deemed given

and effective on the earliest of (i) the time of transmission, if such notice or communication is delivered via facsimile or confirmed

e-mail at the facsimile number or e-mail address specified in the books and records of the Transfer Agent prior to 5:30 P.M., New York

City time, on a Trading Day so long as the sender of an e-mail has not received an automated notice of delivery failure from the proposed

recipient's computer server, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered

via facsimile or confirmed e-mail at the facsimile number or e-mail address specified in the books and records of the Transfer Agent on

a day that is not a Trading Day or later than 5:30 P.M., New York City time, on any Trading Day so long as the sender of an e-mail has

not received an automated notice of delivery failure from the proposed recipient's computer server, (iii) the Trading Day following

the date of mailing, if sent by nationally recognized overnight courier service specifying next business day delivery, or (iv) upon

actual receipt by the Person to whom such notice is required to be given, if by hand delivery. To the extent that any notice provided

hereunder constitutes, or contains, material, non-public information regarding the Company or any subsidiaries, the Company shall comply

with its disclosure obligations under Regulation FD by simultaneously filing or publishing such notice on a Current Report on Form 8-K,

a press release, or otherwise, or ensuring that the Holder is bound by a confidentiality obligation to which the Holder has agreed; provided,

however, that nothing in this section shall obligate or require the Holder to agree to a confidentiality obligation.

14. Warrant Agent. The Company shall initially

serve as warrant agent under this Warrant. Upon thirty (30) days’ notice to the Holder, the Company may appoint a new warrant agent.

Any corporation into which the Company or any new warrant agent may be merged or any corporation resulting from any consolidation to which

the Company or any new warrant agent shall be a party or any corporation to which the Company or any new warrant agent transfers substantially

all of its corporate trust or shareholders services business shall be a successor warrant agent under this Warrant without any further

act. Any such successor warrant agent shall promptly cause notice of its succession as warrant agent to be mailed (by first class mail,

postage prepaid) to the Holder at the Holder’s last address as shown on the Warrant Register. Notwithstanding anything to the contrary

contained herein or in any warrant agency agreement that the Company may enter into in the future, the Holder shall be entitled to elect

to receive, or continue to hold, this Warrant in certificated form, in which case the terms set forth in any such warrant agency agreement

shall not apply to this Warrant.

15. Miscellaneous.

(a) No Rights as a

Stockholder. The Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be entitled to vote or receive

dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed

to confer upon the Holder, solely in such Person’s capacity as the Holder of this Warrant, any of the rights of a stockholder of

the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification

of stock, consolidation, merger, amalgamation, conveyance or otherwise), receive notice of meetings, receive dividends or subscription

rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the

due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder

to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are

asserted by the Company or by creditors of the Company.

(b) Authorized Shares.

(i) 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

or articles 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 (a) 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, (b) take all such action as may be necessary or appropriate in order that the Company may validly

and legally issue fully paid and non-assessable Warrant Shares upon the exercise of this Warrant, and (c) 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.

(ii) 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.

Assigns. Subject to the restrictions on transfer set forth in this Warrant and compliance with applicable securities laws, this Warrant

may be assigned by the Holder. This Warrant may not be assigned by the Company without the written consent of the Holder, except to a

successor in the event of a Fundamental Transaction. This Warrant shall be binding on and inure to the benefit of the Company and the

Holder and their respective successors and assigns. Subject to the preceding sentence, nothing in this Warrant shall be construed to give

to any Person other than the Company and the Holder any legal or equitable right, remedy or cause of action under this Warrant. This Warrant

may be amended only in writing signed by the Company and the Holder, or their successors and assigns.

(d) Amendment and

Waiver. Except as otherwise provided herein, the provisions of the Warrants may be amended and the Company may take any action herein

prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of

the Holders of Warrants representing no less than a majority of the Warrant Shares obtainable upon exercise of the Warrants then outstanding.

(e) Acceptance.

Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.

(f) Governing Law;

Jurisdiction. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS WARRANT SHALL BE GOVERNED

BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW

THEREOF. EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING

IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY TRANSACTION

CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THE TRANSACTION DOCUMENTS), AND HEREBY IRREVOCABLY

WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF

ANY SUCH COURT. EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING

SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE

OF DELIVERY) TO SUCH PERSON AT THE ADDRESS IN EFFECT FOR NOTICES TO IT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT

SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY

MANNER PERMITTED BY LAW. EACH OF THE COMPANY AND THE HOLDER HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY.

(g) Headings.

The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any

of the provisions hereof.

(h) Severability.

In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability

of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby, and the Company and the Holder

will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefor,

and upon so agreeing, shall incorporate such substitute provision in this Warrant.

(i) Interpretation.

For purposes of this Warrant, (a) the words “include,” “includes” and “including” are deemed

to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words

“herein,” “hereof, “hereby,” “hereto” and “hereunder” refer to this Warrant as a

whole. Unless the context otherwise requires, references herein: (x) to sections and schedules mean the sections of, and schedules

attached to, this Warrant; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document

(as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof/without regard to subsequent

amendments, supplements, and modifications thereto); and (z) to a statute means such statute (as amended from time to time and includes/enforced

at the time and date of this Warrant becoming effective) and does not include any successor legislation thereto and any regulations promulgated

thereunder. This Warrant shall be construed without regard to any presumption or rule requiring construction or interpretation against

the party drafting an instrument or causing any instrument to be drafted. The schedules referred to herein shall be construed with, and

as an integral part of, this Warrant to the same extent as if they were set forth verbatim herein. All references to “$” or

“dollars” mean the lawful currency of the United States of America. Whenever the singular is used in this Warrant, the same

shall include the plural, and whenever the plural is used herein, the same shall include the singular, where appropriate.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the undersigned has caused this Warrant

to be duly executed by its authorized officer as of the date first indicated above.

COMPANY:

AVALO THERAPEUTICS, INC.

By:

Name:

Title:

SCHEDULE 1

FORM OF EXERCISE NOTICE

[To be executed by the Holder to purchase shares

of Common Stock under the Warrant]

Ladies and Gentlemen:

(1) The undersigned is the Holder of Warrant

No. __ (the “Warrant”) issued by Avalo Therapeutics, Inc., a Delaware corporation (the “Company”).

Capitalized terms used herein and not otherwise defined herein have the respective meanings set forth in the Warrant.

(2) The undersigned hereby exercises its

right to purchase Warrant Shares pursuant to the Warrant. The quantity being exercised pursuant to this Exercise Notice is as stated below:

Full Amount: _________

Partial Amount: ________.

The details of the broker in connection with the

Exercise Notice are as follows:

Broker Name:

Broker No.

Account No.

(3) The Holder intends that payment of the

Exercise Price shall be made as (check one):

Cash Exercise

“Cashless Exercise” under Section 10 of the Warrant

(4) If the Holder has elected a Cash Exercise,

the Holder shall pay the sum of $ in immediately available funds

to the Company in accordance with the terms of the Warrant.

(5) Pursuant to this Exercise Notice, the

Company shall deliver to the Holder Warrant Shares determined in accordance with the terms of the Warrant.

(6) By its delivery of this Exercise Notice,

the undersigned represents and warrants to the Company that in giving effect to the exercise evidenced hereby the Holder will not beneficially

own in excess of the number of shares of Common Stock (as determined in accordance with Section 13(d) of the Securities Exchange

Act of 1934, as amended) permitted to be owned under Section 11(a) of the Warrant to which this notice relates.

Dated:

Name of Holder:

By:

Name:

Title:

(Signature must conform in all respects to name of Holder as specified

on the face of the Warrant)

EX-5.1 — EXHIBIT 5.1

EX-5.1

Filename: tm2613717d1_ex5-1.htm · Sequence: 4

Exhibit 5.1

May 6, 2026

Avalo Therapeutics, Inc.

2500 Liberty Ridge Drive, Suite 321

Wayne, Pennsylvania 19087

Re:     Securities

Registered under Registration Statement on Form S-3

We have acted as counsel to you in connection with your filing of a

Registration Statement on Form S-3 (File No. 333-292614) (as amended or supplemented, the “Registration Statement”)

filed on January 8, 2026 with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act

of 1933, as amended (the “Securities Act”), relating to the registration of the offer by Avalo Therapeutics, Inc., a

Delaware corporation (the “Company”), of up to $750,000,000 of any combination of securities of the types specified therein,

which was declared effective by the Commission on January 20, 2026. Reference is made to our opinion letter dated January 8,

2026 and included as Exhibit 5.1 to the Registration Statement. We are delivering this supplemental opinion letter in connection

with the prospectus supplement (the “Prospectus Supplement”) filed on May 6, 2026 by the Company with the Commission

pursuant to Rule 424 under the Securities Act. The Prospectus Supplement relates to the offering by the Company of (i) up to

22,899,500 shares (the “Common Shares”) of the Company’s common stock, par value $0.001 per share (the “Common

Stock”) and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 1,400,000 shares of Common Stock

(such shares issuable upon exercise of the Pre-Funded Warrants, the “Pre-funded Warrant Shares”), including Common Shares

purchasable by the underwriters upon their exercise of an option granted to the underwriters by the Company. The Common

Shares and Pre-Funded Warrants are being sold to the underwriters named in, and pursuant to, an underwriting agreement among the Company

and such underwriters (the “Underwriting Agreement”).

We have reviewed such documents and made such examination of law as

we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of

public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.

The opinions set forth below are limited to the Delaware General Corporation

Law and, with respect to numbered paragraph 2 below, New York law.

Based on the foregoing, we are of the opinion that:

1.            The

Common Shares have been duly authorized and, when delivered and paid for in accordance with the terms of the Underwriting Agreement, will

be validly issued, fully paid and non-assessable.

2.            The

Pre-Funded Warrants have been duly authorized and executed by the Company and, when delivered and paid for in accordance with the terms

of the Underwriting Agreement, will be valid and binding obligations of the Company.

Avalo Therapeutics, Inc.

May 6, 2026

Page 2

3.            Assuming

the Pre-Funded Warrant Shares were issued today in accordance with the terms of the Pre-Funded Warrants, they would be validly issued,

fully paid and non-assessable.

Our opinions set forth above are subject to bankruptcy, insolvency,

fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors

and to general principles of equity.

This opinion letter and the opinion(s) it contains shall be interpreted

in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019).

We hereby consent to the inclusion of this opinion as Exhibit 5.1

to this Current Report on Form 8-K and to the references to our firm under the caption “Legal Matters” in the Registration

Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7

of the Securities Act or the rules and regulations thereunder.

Very truly yours,

/s/ Goodwin Procter LLP

GOODWIN PROCTER LLP

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