Form 8-K

8-K — Calidi Biotherapeutics, Inc.

Accession: 0001493152-26-022024

Filed: 2026-05-08

Period: 2026-05-06

CIK: 0001855485

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

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

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8-K

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2026-05-06

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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)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): May 6, 2026

CALIDI

BIOTHERAPEUTICS, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-40789

86-2967193

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

4475

Executive Drive, Suite 200,

San

Diego, California

92121

(Address

of principal executive offices)

(Zip

Code)

(858)

794-9600

(Registrant’s

telephone number, including area code)

N/A

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written

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

☐

Soliciting

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

☐

Pre-commencement

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

☐

Pre-commencement

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

Title

of Each Class

Trading

Symbol(s)

Name

of Each Exchange on Which Registered

Common

stock, par value $0.0001 per share

CLDI

NYSE

American LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

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 Material Definitive Agreement

The

information under Item 3.02 below is incorporated herein by reference.

Item

3.02 Unregistered Sales of Equity Securities

May 6, 2026, Calidi Biotherapeutics, Inc. (the “Company”) issued a warrant (the “Warrant”) to purchase up to

17,391,304 (unvested) shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”), with an

exercise price of $0.23 to an accredited investor in a private placement transaction.

The

Warrant is first exercisable on September 8, 2026, and is subject to certain vesting conditions as described below.

The

holder of the Warrant may from time to time prior to July 8, 2026 agree to acquire, and the Company may agree to sell to such holder,

up to an aggregate of $4.0 million of Common Stock in issuances registered under the Securities Act of 1933, as amended (the “Securities

Act”). The Warrant will vest in proportion to issuances described in the preceding sentence that are consummated. Neither the holder

of the Warrant nor the Company has any obligation to agree to or consummate any such issuances.

The

issuance by the Company of the Warrant and shares of Common Stock issuable upon exercise of the Warrant is being made in reliance on

Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506(b) promulgated thereunder,

in reliance in part on the representations, warranties and covenants made by the investor. The investor has represented that it is an

“accredited investor” as such term is defined in Rule 501(a) under the Securities Act. The shares of Common Stock to be issued

pursuant to the exercise of the Warrant may not be re-offered or sold in the United States absent an effective registration statement

or an exemption from the registration requirements under applicable federal and state securities laws.

The

above summary of the Warrant does not purport to be complete and is qualified in its entirety by reference to the full text of the form

of Warrant, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated by reference herein by reference in its

entirety.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

Description

4.1

Form of Common Stock Purchase Warrant

104

Cover

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

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

CALIDI

BIOTHERAPEUTICS, INC.

Dated:

May 8, 2026

By:

/s/

Andrew Jackson

Name:

Andrew

Jackson

Title:

Chief

Financial Officer

EX-4.1

Filename: ex4-1.htm · Sequence: 2

Exhibit

4.1

NEITHER

THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION

OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED

(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS

OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE

OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

COMMON

STOCK PURCHASE WARRANT

CALIDI

BIOTHERAPEUTICS, INC.

Total

Warrant Shares: [ ]

Initial Exercise

Date: [ ]

Issue

Date: [ ]

THIS

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

“Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set

forth, including in Section 3, at any time on or after [ ] (the “Initial Exercise Date”) and on or prior

to 5:00 p.m. (New York City time) on [ ] (the “Termination Date”) but not thereafter, to subscribe for

and purchase from [ ], a Delaware corporation (the “Company”), up to [ ] shares (as subject

to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share

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

Section

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

in this Section 1:

“Affiliate”

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

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

“Bid

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

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

on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (“Bloomberg”)

(based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading

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

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

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

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

by an independent appraiser selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably

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

“Board

of Directors” means the board of directors of the Company.

“Commission”

means the United States Securities and Exchange Commission.

“Common

Stock” means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which

such securities may hereafter be reclassified or changed.

“Common

Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire

at any time shares of 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.

“Exchange

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

“Person”

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

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

“Maximum

Investment Amount” means [ ].

“Minimum

Vesting Acquisition Amount” means [ ].

“Securities

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

“Subsidiary”

means the subsidiaries of the Company set forth on Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended

December 31, 2024, and shall, where applicable, also include any direct or indirect subsidiary of the Company formed or acquired after

the date hereof.

“Trading

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

“Trading

Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date

in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York

Stock Exchange (or any successors to any of the foregoing).

“Transfer

Agent” means [ ], the current transfer agent of the Company, with a mailing address of [ ], and any

successor transfer agent of the Company.

“VWAP”

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

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

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

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

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

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

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

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

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

expenses of which shall be paid by the Company.

Section

2. Exercise.

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

or times on or after the Initial Exercise Date and on or before the Termination Date, to the extent vested pursuant to Section 3 hereof,

by delivery to the Company of a duly executed facsimile copy or PDF copy submitted by e-mail (or e-mail attachment) of the Notice of

Exercise in the form annexed hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and

(ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of

exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice

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

in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall

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

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

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

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

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

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

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

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

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

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

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

Exercise Price. The exercise price per share of Common Stock under this Warrant shall be [ ], subject to adjustment hereunder

(the “Exercise Price”).

Cashless Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus

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

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

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

(A)

as applicable: (i) the VWAP on the Trading Day immediately

preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section

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

to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation NMS promulgated under the federal securities

laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of

the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg as

of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular

trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close

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

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

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

(B)

the Exercise Price of this Warrant, as adjusted hereunder;

and

(X)

the number of Warrant Shares that would be issuable upon exercise

of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless

exercise.

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

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

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

Mechanics of Exercise.

i. Delivery

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

hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account

of the Holder’s or its designee’s balance account with The Depository Trust Company

through its Deposit or Withdrawal at Custodian system (“DWAC”) if the

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

statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares

by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume

or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise of the Warrants),

and otherwise by physical delivery of a certificate, registered in the Company’s share

the Holder is entitled pursuant to such exercise to the address specified by the Holder in

the Notice of Exercise by the date that is the earlier of (A) the earlier of (i) two (2)

Trading Days and (ii) the number of days comprising the Standard Settlement Period, in each

case after the delivery to the Company of the Notice of Exercise and (B) one (1) Trading

Day after delivery of the aggregate Exercise Price to the Company (such date, the “Warrant

Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall

be deemed for all corporate purposes to have become the holder of record of the Warrant Shares

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

of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than

in the case of a cashless exercise) is received by the Warrant Share Delivery Date. If the

Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice

of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash,

as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to

such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice

of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading

Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share

Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The

Company agrees to maintain a transfer agent that is a participant in the FAST program so

long as this Warrant remains outstanding and exercisable. As used herein, “Standard

Settlement Period” means the standard settlement period, expressed in a number

of Trading Days, on the Company’s primary Trading Market with respect to the Common

Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the

foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m.

(New York City time) on the Initial Exercise Date, the Company agrees to deliver the Warrant

Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise

Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes

hereunder, provided that payment of the aggregate Exercise Price (other than in the case

of a cashless exercise) is received by such Warrant Share Delivery Date.

ii.

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

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

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

all other respects be identical with this Warrant.

iii.

Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares on a timely basis

pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

iv.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

as required pursuant to the terms hereof.

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

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

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

by the Exercise Price or round up to the next whole share.

vi.

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

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

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

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

surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may

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

shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company

(or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

vii.

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

of this Warrant, pursuant to the terms hereof.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent

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

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

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

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

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

shall have no obligation to verify or confirm the accuracy of such determination (including any determination as to group status pursuant

to the next sentence). In addition, a determination as to any group status as contemplated above shall be determined in accordance with

Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining

the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected

in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public

announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares

of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Trading Day confirm orally

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

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

by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was

reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common Stock outstanding

immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice

to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial

Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect

to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall

continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such

notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in

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

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

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

Section

3. Vesting.

The Holder may, from time to time, prior to the Vesting Termination Date (as defined below), purchase, and the Company may issue and

sell, shares of Common Stock in offerings registered pursuant to an effective registration statement of the Company under the Securities

Act (each, a “Share Acquisition”). To the extent that the Holder completes any Share Acquisition prior to the Vesting

Termination Date, the Holder’s right to exercise the Proportional Amount of the purchase rights represented by this Warrant shall

automatically vest immediately upon the consummation of the applicable Share Acquisition. The “Proportional Amount” with

respect to any Share Acquisition means (x) the total amount of Warrant Shares multiplied by (y) a fraction (i) the numerator of

which is the aggregate dollar amount of shares of Common Stock purchased by the Holder in such Share Acquisition and the denominator

of which is the Maximum Investment Amount, provided that in no event shall the Proportional Amount of shares issued exceed the

Total Warrant Shares as set forth on the cover page of this Warrant. Notwithstanding the aforementioned, no Warrant shares shall vest

until the Holder has purchased, in one or more Share Acquisitions, an aggregate dollar amount of shares equal to at least the Minimum

Vesting Acquisition Amount, before the First Proportional Amount vests. First Proportional Amount means the aggregate number of warrants

to vest per the Proportional Amount calculation corresponding to the first Share Acquisition whereby the aggregate dollar value of shares

purchased to date equals or exceeds the Minimum Vesting Acquisition Amount.

The vesting of the Warrant Shares represented by this Warrant shall terminate on [ ] (the “Vesting Termination Date”).

The Holder may only exercise the purchase rights represented by this Warrant, on or after the Initial Exercise Date, that have vested

pursuant to Section 3(a) as of the Vesting Termination Date. Any Warrant Shares that have not vested as of the Vesting Termination Date

(the “Expired Warrant Shares”) are void and cancelled, and the Holder shall have no right to exercise this Warrant

with respect to such Expired Warrant Shares. Upon cancellation of any Expired Warrant Shares, the Total Warrant Shares shall be deemed

reduced accordingly, and the Company shall have no further obligation to reserve shares of Common Stock with respect thereto.

Neither the Holder nor the Company is under any obligation to negotiate, agree to or consummate any Share Acquisition at any time and

this Warrant shall not create any obligation upon any party to negotiate, agree to or consummate any Share Acquisition (including any

obligation to negotiate in good faith).

Section

4. Certain Adjustments.

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

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

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

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

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

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

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

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

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

shall remain unchanged. Any adjustment made pursuant to this Section 4(a) shall become effective immediately after the record date for

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

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

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 4(a) above, if at any time the Company grants,

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

exceeding the Beneficial Ownership Limitation).

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

more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company (and all of

its Subsidiaries, taken as a whole), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other

disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase

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

are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of

50% or more of the outstanding Common Stock or 50% or more of the voting power of the common equity of the Company, (iv) the Company,

directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common

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

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

agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme

of arrangement) with another Person or group of Persons whereby such other Person or group acquires 50% or more of the outstanding shares

of Common Stock or 50% or more of the voting power of the common equity of the Company (each a “Fundamental Transaction”),

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

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

regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring

corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)

receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is

exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this

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

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

Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the

relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the

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

Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company shall cause any successor

entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in

writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions

of this Section 4(d) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder

(without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange

for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to

this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity)

equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on

the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder

to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental

Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the

purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and

which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor

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

Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and

may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant and the other

Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.

Calculations. All calculations under this Section 4 shall be made to the nearest cent or the nearest 1/100th of a share, as the

case may be. For purposes of this Section 4, the number of shares of Common Stock deemed to be issued and outstanding as of a given date

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

Notice to Holder.

Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 4, the Company

shall promptly deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting

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

ii.

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

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

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

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

any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or

substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities,

cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs

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

number or email address as it shall appear upon the Warrant Register (as defined below) of the Company, at least 20 calendar days prior

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

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

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

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

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

of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer

or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect

the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant

constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously

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

during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise

be expressly set forth herein.

Section

5. Transfer of Warrant.

Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 6(d) hereof,

this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part,

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

this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay

any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute

and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations

specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not

so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required

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

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

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

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

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

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

the Holder or its agent or attorney. Subject to compliance with Section 6(a), as to any transfer which may be involved in such division

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

or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Issue Date of this Warrant

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

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

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

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

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

Restriction on Transfer. The Holder may not transfer this Warrant prior to the Vesting Termination Date without the prior written

approval of the Company, which shall be in the sole and absolute discretion of the Company. Any attempt to transfer by the Holder prior

to the Vesting Termination Date without such prior written approval of the Company shall be void. Notwithstanding the foregoing, the

Holder may assign this Warrant to an Affiliate of the Holder, so long as such Affiliate agrees to be bound by the terms hereof.

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

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

or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities

law, except pursuant to sales registered or exempted under the Securities Act.

Section

6. Miscellaneous.

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

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

set forth in Section 4.

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

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

and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and upon surrender and cancellation

of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor

and dated as of such cancellation, in lieu of such Warrant or stock certificate.

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

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

Day.

Authorized Shares.

The

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

sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.

The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with

the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all

such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any

applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants

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

of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly

issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof

(other than taxes in respect of any transfer occurring contemporaneously with such issue).

Except

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

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

of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,

but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary

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

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

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

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

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

(including the NYSE American), as may be, necessary to enable the Company to perform its obligations under this Warrant. In the event

that, despite the Company’s use of commercially reasonable efforts in accordance with this Section, the Company is unable to obtain

any such authorization, approval, exemptions or consents to perform its obligations under this Warrant, the (i) the Company shall not

be required to issue Warrant shares until such approval, authorization, exemption or consent has been obtained, (ii) the Holder shall

have no recourse against the Company, its affiliates, or any of their respective directors, officers, employees, or agents, and (iii)

the Company shall not be deemed to be in breach of or default under this Warrant solely by reason of any delay or inability to issue

Warrant Shares. 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.

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

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

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

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

partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in Wilmington, Delaware.

Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in Wilmington, Delaware for

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

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

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

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

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

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

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

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

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

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

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

the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

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

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

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

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

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

attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto

or in otherwise enforcing any of its rights, powers or remedies hereunder.

Notices. Any and all notices or other communications or deliveries to be provided by the holders hereunder including, without

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

overnight courier service, addressed to the Company, at [ ], email address: [ ], with a copy to [

], email address [ ], or such other email address or address as the Company may specify for such purposes by notice to the

Holders. Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered

personally, by facsimile or e-mail, or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile

number, e-mail address or address of such Holder appearing on the books of the Company. Any notice or other communication or deliveries

hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication is delivered

via facsimile at the facsimile number or via e-mail at the e-mail address set forth in this Section prior to 5:30 p.m. (New York City

time) on any date, (ii) the next Trading Day after the time of transmission, if such notice or communication is delivered via facsimile

at the facsimile number or via e-mail at the e-mail address set forth in this Section on a day that is not a Trading Day or later than

5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally

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

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

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

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

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

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

or by creditors of the Company.

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

be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate

compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to

assert the defense in any action for specific performance that a remedy at law would be adequate.

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

inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns

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

be enforceable by the Holder or holder of Warrant Shares.

Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on

the one hand, and the Holder of this Warrant, on the other hand.

Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid

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

be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining

provisions of this Warrant.

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

a part of this Warrant.

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

(Signature

Page Follows)

WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above

indicated.

CALIDI BIOTHERAPEUTICS, INC.

By:

Name:

Title:

[Signature

Page to Warrant]

NOTICE

OF EXERCISE

To:

CALIDI

BIOTHERAPEUTICS, INC.

(1)

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

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

(2)

Payment shall take the form of (check applicable box):

[

] in lawful money of the United States; or

[

] if permitted, the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection

2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure

set forth in subsection 2(c).

(3)

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

_______________________________

The

Warrant Shares shall be delivered to the following DWAC Account Number:

_______________________________

(4)

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

Securities Act of 1933, as amended.

[SIGNATURE

OF HOLDER]

Name

of Investing Entity: ________________________________________________________________________

Signature

of Authorized Signatory of Investing Entity: _________________________________________________

Name

of Authorized Signatory: ___________________________________________________________________

Title

of Authorized Signatory: ____________________________________________________________________

Date:

________________________________________________________________________________________

EXHIBIT

ASSIGNMENT

FORM

(To

assign the foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrant to purchase

shares.)

FOR

VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Name:

(Please

Print)

Address:

(Please

Print)

Phone Number:

Email Address:

Dated:

_______________ __, ______

Holder’s

Signature: _______________

Holder’s

Address: _______________

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May 06, 2026

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Entity File Number

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Entity Registrant Name

CALIDI

BIOTHERAPEUTICS, INC.

Entity Central Index Key

0001855485

Entity Tax Identification Number

86-2967193

Entity Incorporation, State or Country Code

Entity Address, Address Line One

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Executive Drive

Entity Address, Address Line Two

Suite 200

Entity Address, City or Town

San

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Entity Address, State or Province

Entity Address, Postal Zip Code

92121

City Area Code

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Local Phone Number

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Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

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- Definition

Address Line 2 such as Street or Suite number

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No definition available.

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- Definition

Name of the City or Town

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Balance Type:

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- Definition

Code for the postal or zip code

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- Definition

Name of the state or province.

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Period Type:

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- Definition

Indicate if registrant meets the emerging growth company criteria.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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No definition available.

+ Details

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

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No definition available.

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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Namespace Prefix:

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Data Type:

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Balance Type:

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- Definition

Title of a 12(b) registered security.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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Period Type:

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- Definition

Name of the Exchange on which a security is registered.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Name:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

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No definition available.

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Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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