Form 8-K

8-K — Liminatus Pharma, Inc.

Accession: 0001104659-26-070173

Filed: 2026-06-03

Period: 2026-06-03

CIK: 0001971387

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

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Material Modifications to Rights of Security Holders

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2616851d1_8k.htm (Primary)

EX-4.1 — EXHIBIT 4.1 (tm2616851d1_ex4-1.htm)

EX-4.2 — EXHIBIT 4.2 (tm2616851d1_ex4-2.htm)

EX-10.1 — EXHIBIT 10.1 (tm2616851d1_ex10-1.htm)

EX-99.1 — EXHIBIT 99.1 (tm2616851d1_ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2616851d1_8k.htm · Sequence: 1

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0001971387

2026-06-03

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2026-06-03

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2026-06-03

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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

June 3, 2026

Date of Report (Date of earliest event reported)

Liminatus Pharma, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-42626

93-2710748

(State or other jurisdiction

(Commission

(I.R.S. Employer

of incorporation)

File Number)

Identification No.)

2251 Stern Goodman Street, Suite E,

Fullerton, CA

92833

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including

area code: (213) 273-5453

(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

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

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

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

Securities registered pursuant to Section 12(b) of

the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

Common Stock

LIMN

The Nasdaq Stock Market LLC

Warrants

LIMNW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the

Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth

company x

If an emerging growth

company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or

revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive

Agreement.

On June 3, 2026, Liminatus Pharma, Inc. (the “Company”)

entered into a warrant exercise inducement offer letter (the “Inducement Letter Agreement”) with a holder (the “Holder”)

of its existing common stock warrants exercisable for an aggregate of 10,344,000 shares of its common stock (collectively, the “Existing

Warrants”), to exercise its Existing Warrants at a reduced exercise price of $0.18 per share, in exchange for the Company’s

agreement to issue new common stock warrants to purchase an aggregate of up to 20,688,000 shares of common stock, consisting of (i) warrants

to purchase up to 10,344,000 shares of common stock at an exercise price per share of $0.18 (the “New Black-Scholes Warrants”)

and (ii) warrants to purchase up to 10,344,000 shares of common stock at an exercise price per share of $0.18 (the “New Change of

Control Warrants” and, together with the New Black-Scholes Warrants, the “Inducement Warrants”). The aggregate gross

proceeds from the exercise of the Existing Warrants is approximately $1,861,920.00, before deducting financial advisory fees. The Company

intends to use the net proceeds from the exercise of the Existing Warrants for working capital and general corporate purposes.

The shares of common stock issuable upon exercise of the Existing Warrants

are registered pursuant to a registration statement on Form S-1 (File No. 333-293364), which was declared effective by the Securities

and Exchange Commission (the “SEC”) on February 13, 2026, and were issued pursuant to the Securities Purchase Agreement, dated

February 17, 2026.

In consideration for the immediate exercise of the Existing Warrants

for cash, the Holder received the Inducement Warrants in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933,

as amended (the “Securities Act”). The Inducement Warrants have an exercise price of $0.18 per share, are exercisable beginning

on the date upon which stockholder approval of the exercise of the Inducement Warrants in accordance with the rules of The Nasdaq Stock

Market, and if necessary, the approval of the authorization for sufficient additional shares of common stock to allow for the exercise

of the Inducement Warrants have been obtained at a meeting of Company stockholders and such approvals become effective (collectively the

“Exercise Date”), and will be exercisable for five years from the Exercise Date.

The Inducement Warrants and the shares of common

stock underlying the Inducement Warrants (the “New Warrant Shares”) offered in the private placement have not been registered

under the Securities Act or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States

except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities

Act and such applicable state securities laws. As part of the transaction, the Company has agreed to file a resale registration statement

on Form S-3 with the SEC (or other appropriate form if the Company is not then S-3 eligible) within 20 calendar days of the closing to

In connection with the transaction described above,

the Company entered into a financial advisory services agreement, dated June 3, 2026, with Maxim Group LLC (“Maxim”), pursuant

to which the Company has agreed to pay Maxim for its services a cash fee of up to 8% of the gross proceeds received by the Company in

connection with the exercise of the Existing Warrants.

The foregoing descriptions of the Inducement Letter Agreement and the

Inducement Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of the Inducement Letter

Agreement and the forms of Inducement Warrants, which are filed as exhibits 4.1, 4.2 and 10.1, respectively, hereto and incorporated herein

by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The Company issued the Inducement Warrants pursuant

to the exemption from the registration requirements of the Securities Act available under Section 4(a)(2) and Rule 506(b) of Regulation

D promulgated thereunder and such securities may not be re-offered in the United States except pursuant to an effective registration statement

or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. The description

of the Inducement Warrants under Item 1.01 of this Current Report is incorporated herein by reference. The forms of the New Black-Scholes

Warrant and the New Change of Control Warrant are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report and are incorporated

herein by reference.

Neither this Current Report on Form 8-K nor any exhibit attached hereto

is an offer to sell or the solicitation of an offer to buy securities of the Company.

Item 3.03 Material Modification to Rights

of Security Holders.

To the extent required, the information included

in Item 1.01 of this Current Report is hereby incorporated by reference into this Item 3.03.

Item 8.01 Other Events.

On June 3, 2026, the Company issued a press release

announcing the transactions contemplated by the Inducement Letter Agreement. A copy of the press release is attached hereto as Exhibit

99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

4.1

Form of New Black-Scholes Warrant

4.2

Form of New Change of Control Warrant

10.1

Form of Inducement Letter

99.1

Press Release

104

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

SIGNATURES

Pursuant to the requirements of the Securities

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

Dated: June 3, 2026

LIMINATUS PHARMA, INC.

By:

/s/ Chris Kim

Name:

Chris Kim

Title:

Chief Executive Officer

EX-4.1 — EXHIBIT 4.1

EX-4.1

Filename: tm2616851d1_ex4-1.htm · Sequence: 2

Exhibit 4.1

THIS SECURITY HAS NOT 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.

COMMON STOCK PURCHASE WARRANT

LIMINATUS

PHARMA, Inc.

Warrant Shares: [ ]

Issue Date: [ ], 2026

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, at any time on or after

the Nasdaq Stockholder Approval Date and on or prior to 5:00 p.m. (New York City time) on [●], 2031 (the “Termination

Date”) but not thereafter, to subscribe for and purchase from LIMINATUS PHARMA, Inc.,

a Delaware corporation (the “Company”), up to [●] shares of Common Stock (as subject to adjustment hereunder,

the “Warrant Shares”). 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 the Common Stock is not then listed

or quoted on a Trading Market and is listed or quoted for trading on OTCQB or OTCQX, 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 Common Stock so reported, or (d) in

all other cases, the fair market value of a Common Share 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.

“Business

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

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

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

other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so

long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally

open for use by customers on such day.

“Commission”

means the United States Securities and Exchange Commission.

“Common

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

securities may hereafter be reclassified or changed.

“Common

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

at any time Common Stock, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is

at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Exchange

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

“Nasdaq Stockholder

Approval” means such approval as may be required by the applicable rules and regulations of The Nasdaq Stock Market LLC (or

any successor entity) from the stockholders of the Company with respect to issuance of all of the Warrants and the Warrant Shares upon

the exercise thereof.

“Nasdaq Stockholder

Approval Date” means the date on which Nasdaq Stockholder Approval is received and deemed effective under Delaware law.

“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.

“Securities

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

“Subsidiary”

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

or acquired after the date hereof.

“Trading

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

“Trading

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

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

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

“Transfer

Agent” means Continental Stock Transfer & Trust Company, with offices located at 1 State Street, 30th floor, New York,

NY 10004, 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 the Common Stock is not then listed or quoted on a Trading Market

and is listed or quoted for trading on OTCQB or OTCQX, 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 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.

“Warrants”

means this Warrant and other Common Share purchase warrants of the same series issued by the Company on the date hereof.

Section 2. Exercise.

a) Exercise of

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

after the Nasdaq Stockholder Approval Date and on or before the Termination Date by delivery to the Company of a duly executed PDF copy

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

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

(as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise

Price for the 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) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of

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

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

the face hereof.

b) Exercise Price.

The exercise price per Warrant Share under this Warrant shall be $0.18, subject to adjustment hereunder (the “Exercise Price”).

c) 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 issuance of the Warrant Shares to the Holder, then this Warrant may also be exercised, in whole or in part, at such

time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to

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

(A)= as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice

of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that

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

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

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

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

Bloomberg as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during

“regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours

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

on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is

both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading

Day;

(B)= the Exercise Price of this Warrant, as adjusted hereunder; and

(X)= the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the

terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

If Warrant Shares

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

Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and that for purposes of Rule 144 under

the Securities Act the holding period of the Warrant Shares being issued may be tacked onto the exercising Holder’s holding period

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

d) Mechanics

of Exercise.

i. Delivery of

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

to the Holder by crediting the account of the Holder’s or its designee’s balance account with DTC 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) this

Warrant is being exercised via cashless exercise, and otherwise by physical delivery of a certificate, registered in the Company’s

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

such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earliest of (i) two (2) Trading

Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise

Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company

of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise,

the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which

this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise

Price (other than in the case of a cashless exercise) is received 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), $5 per Trading Day (increasing to $10 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 the Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant

in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period”

means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect

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

ii. Delivery

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

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

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

be identical with this Warrant.

iii. Rescission

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

the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

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, 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 Warrants with an aggregate sale

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

be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder

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

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

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

of the Warrant as required pursuant to the terms hereof.

v. No Fractional

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

upon the exercise of this Warrant, the Holder would be entitled to receive a fractional interest in a Warrant Share, the Company will,

upon exercise, round down to the nearest whole number of Warrant Shares to be issued to the Holder.

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 DTC (or another established clearing corporation

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

vii. Closing

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

pursuant to the terms hereof.

e) Holder’s

Exercise Limitations. Notwithstanding anything to the contrary contained herein, 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. 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 three (3) Trading

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

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

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

Stock was reported. The “Beneficial Ownership Limitation” shall be [4.99][9.99]% of the number of shares of the Common

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

Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e),

provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of Common Stock outstanding immediately

after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this

Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st

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

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

defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary

or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder

of this Warrant.

Section 3. Certain

Adjustments.

a) Stock Dividends

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

or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which,

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

outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding

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

then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common

Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of

shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall

be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant

to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled

to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision,

combination or re-classification.

b) Subsequent

Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time 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, to the extent that the Holder’s

right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder

shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as

a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until

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

c) Pro Rata Distributions.

During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets

(or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation,

any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement,

scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant,

then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have

participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without

regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the

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

of Common Stock are to be determined for the participation in such Distribution (provided, however, 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).

d) Fundamental

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

transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company and 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 outstanding 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 (in each case, other than the acquisition by the

Company of InnocsAI LLC) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Successor Entity, as of the date of consummation of such Fundamental Transaction, the same type or form of consideration (and in the same

proportion), at the Black Scholes Value of the unexercised portion of this Warrant, that is being offered and paid to the holders of Common

Stock of the Company in connection with the Fundamental Transaction, whether that consideration be in the form of cash, stock or any combination

thereof, or whether the holders of Common Stock are given the choice to receive from among alternative forms of consideration in connection

with the Fundamental Transaction; provided, further, that if holders of Common Stock of the Company are not offered or paid

any consideration in such Fundamental Transaction, such holders of Common Stock will be deemed to have received common stock of the Successor

Entity (which Successor Entity may be the Company following such Fundamental Transaction) in such Fundamental Transaction. “Black

Scholes Value” means the value of this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV”

function on Bloomberg determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting

(A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public

announcement of the applicable contemplated Fundamental Transaction and the Termination Date, (B) an expected volatility equal to

the 100 day volatility obtained from the HVT function on Bloomberg (determined utilizing a 365-day annualization factor) as of the Trading

Day immediately following the public announcement of the applicable contemplated Fundamental Transaction, (C) the underlying price

per share used in such calculation shall be the greater of (i) the sum of the price per share being offered in cash, if any, plus

the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (ii) the VWAP immediately preceding

the public announcement of the applicable contemplated Fundamental Transaction (or the consummation of the applicable Fundamental Transaction,

if earlier), (D) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental

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

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

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

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

Company under this Warrant in accordance with the provisions of this Section 3(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 referring to the “Company” shall refer instead

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

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

e) Calculations.

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

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

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

f) Notice to

Holder.

i. Adjustment

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

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

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

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 email to the Holder at its last 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 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.

g) Voluntary

Adjustment By Company. Subject to the rules and regulations of the Trading Market, the Company may at any time during the term

of this Warrant reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the Board of Directors

of the Company.

Section 4. Transfer

of Warrant.

a) Transferability.

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

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

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

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

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

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

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

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

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

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

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

b) New Warrants.

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

may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written

notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject

to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute

and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice.

All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall be identical with this

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

c) Warrant Register.

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

in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the

absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual

notice to the contrary.

d) Transfer Restrictions.

If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not

be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities

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

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

as the case may be, provides to the Company an opinion of counsel in form and substance reasonably satisfactory to the Company to the

effect that the transfer of this Warrant does not require registration under the Securities Act.

e) Representation

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

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

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

to sales registered or exempted under the Securities Act.

Section 5. Miscellaneous.

a) No Rights

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

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

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

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

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

b) Loss, Theft,

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

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

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

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

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

c) Saturdays,

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

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

Day.

d) Authorized

Shares.

The Company covenants

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

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

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

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

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

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

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

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

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

transfer occurring contemporaneously with such issue).

Except and to the

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

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

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

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

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

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

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

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

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

be, necessary to enable the Company to perform its obligations under this Warrant.

Before taking any

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

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

body or bodies having jurisdiction thereof.

e) 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 internal laws of the State of New York, without regard to the principles of conflict of laws thereof.

Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of this Warrant shall be commenced

in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “New York Courts”). Each

party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts 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 such New York Courts,

or such New York Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service

of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified

mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant and

agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be

deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action,

suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed

by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation

and prosecution of such action or proceeding.

f) Restrictions.

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

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

g) Nonwaiver

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

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

Warrant, 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, excluding those of appellate proceedings, incurred by the Holder in collecting any amounts

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

h) Notices.

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

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

to the Company at 2251 Stern Goodman Street, Suite E, Fullerton, CA 92833, Attention: Chris Kim, Chief Executive Officer, email address:

chris@liminatus.com, or such other email address or address as the Company may specify for such purposes by notice to the Holders. Any

and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally,

by email, or sent by a nationally recognized overnight courier service addressed to each Holder at the email 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 or email at the facsimile

number or email 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 date of transmission, if such notice or communication is delivered via email at the email address set forth in this Section on

a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day

following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the

party to whom such notice is required to be given. To the extent that any notice provided hereunder constitutes, or contains, material,

non-public information regarding the Company or any subsidiaries, the Company shall simultaneously file such notice with the Commission

pursuant to a Current Report on Form 8-K.

i) Limitation

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

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

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

Company.

j) Remedies.

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

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

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

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

k) Successors

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

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

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

by the Holder or holder of Warrant Shares.

l) Amendment.

This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

m) Severability.

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

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

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

n) Headings.

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

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

(Signature Page Follows)

IN WITNESS WHEREOF, the Company

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

LIMINATUS PHARMA, INC.

By:

Name:

Title:

NOTICE OF EXERCISE

To: LIMINATUS

PHARMA, 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:

[SIGNATURE

OF HOLDER]

Name of Investing Entity:

Signature of Authorized Signatory of Investing Entity:

Name of Authorized Signatory:

Title of Authorized Signatory:

Date:

ASSIGNMENT FORM

(To assign the foregoing Warrant, execute this

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

FOR VALUE RECEIVED, the foregoing

Warrant and all rights evidenced thereby are hereby assigned to

Name:

(Please Print)

Address:

Phone Number:

Email Address:

Dated:

Holder’s Signature:

Holder’s Address:

EX-4.2 — EXHIBIT 4.2

EX-4.2

Filename: tm2616851d1_ex4-2.htm · Sequence: 3

Exhibit 4.2