Placement Agent Common Stock Purchase Warrant Sample Contracts

PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT soluna holdings, Inc.
Placement Agent Common Stock Purchase Warrant • June 16th, 2025 • Soluna Holdings, Inc • Finance services • New York

THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [the Stockholder Approval Date]1 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _______2 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Soluna Holdings, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of April 29, 2025.

PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT
Placement Agent Common Stock Purchase Warrant • July 7th, 2025 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the [date set forth above][Stockholder Approval Date] (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _____________________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from 60 Degrees Pharmaceuticals, Inc., 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). This Warrant is issued pursuant to that certain Engagement Agreement, dated as of August 30, 2024, as amended, by and between the Company and H.C. Wainwright &

PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT CITIUS ONCOLOGY, Inc.
Placement Agent Common Stock Purchase Warrant • July 18th, 2025 • Citius Oncology, Inc. • Pharmaceutical preparations • New York

THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [______] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on July 17, 2030 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Citius Oncology, 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). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and The Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subje

PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT TIVIC HEALTH SYSTEMS, INC.
Placement Agent Common Stock Purchase Warrant • April 29th, 2024 • Tivic Health Systems, Inc. • Electromedical & electrotherapeutic apparatus • New York

THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______, 20242 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____]3 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Tivic Health Systems, Inc. a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT reAlpha Tech Corp.
Placement Agent Common Stock Purchase Warrant • July 9th, 2025 • reAlpha Tech Corp. • Real estate • New York

THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the [Stockholder Approval Date]1 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______2 (the “Termination Date”) but not thereafter, to subscribe for and purchase from reAlpha Tech Corp., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Engagement Agreement, by and between the Company and [____], dated as of [____].

PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT PHIO PHARMACEUTICALS CORP.
Placement Agent Common Stock Purchase Warrant • November 6th, 2025 • Phio Pharmaceuticals Corp. • Pharmaceutical preparations • New York

THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ____________________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the twenty-four (24) month anniversary of the Effective Date (as defined in the Letter Agreement) (the “Termination Date”) but not thereafter, to subscribe for and purchase from Phio Pharmaceuticals Corp., 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). This Warrant is being issued pursuant to that certain Engagement Agreement between the Compan

PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT CITIUS ONCOLOGY, Inc.
Placement Agent Common Stock Purchase Warrant • July 14th, 2025 • Citius Oncology, Inc. • Pharmaceutical preparations • New York

THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_____________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____], 20303 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Citius Oncology, 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). This Warrant shall be issued in certificated form.

PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT soluna holdings, Inc.
Placement Agent Common Stock Purchase Warrant • July 17th, 2025 • Soluna Holdings, Inc • Finance services • New York

THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on July 15, 2030 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Soluna Holdings, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of April 29, 2025.

PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Pasithea Therapeutics Corp.
Placement Agent Common Stock Purchase Warrant • November 18th, 2025 • Pasithea Therapeutics Corp. • Pharmaceutical preparations • New York

THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the [Stockholder Approval Date]2 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ____________3 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Pasithea Therapeutics Corp., 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). This Warrant is issued pursuant to that certain Engagement Agreement, dated as of March 17, 2025, as amended, by and between the Company and H.C. Wainwright & Co., LLC.

PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT SEASTAR MEDICAL HOLDING CORPORATION
Placement Agent Common Stock Purchase Warrant • August 13th, 2025 • SeaStar Medical Holding Corp • Surgical & medical instruments & apparatus • New York

THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), on or prior to 5:00 p.m. (New York City time) on June 20, 2030 (the “Termination Date”), but not thereafter, to subscribe for and purchase from SeaStar Medical Holding Corporation, a Delaware corporation (the “Company”), up to _____s shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of May 17, 2024, as thereafter amended

PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT AIM ImmunoTech Inc.
Placement Agent Common Stock Purchase Warrant • July 15th, 2025 • AIM ImmunoTech Inc. • Biological products, (no disgnostic substances) • New York

THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date referred to above as the Initial Exercise Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from AIM ImmunoTech Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

CHILE MINING TECHNOLOGIES INC. PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT
Placement Agent Common Stock Purchase Warrant • May 15th, 2012 • Chile Mining Technologies Inc. • Metal mining

Chile Mining Technologies Inc., a Nevada corporation (the “Company”), hereby certifies that, for value received, the Initial Holder shown above, or its permitted registered assigns (the “Holder”), is entitled to purchase from the Company up to the number of shares of its common stock, par value $0.001 per share (the “Common Stock”), shown above as may be adjusted from time to time as provided herein (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at the exercise price shown above as may be adjusted from time to time as provided herein (the “Exercise Price”), at any time and from time to time on or after the original issue date indicated above (the “Original Issue Date”) and through and including the expiration time shown above (the “Expiration Time”), and subject to the following terms and conditions:

AMENDMENT TO PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT
Placement Agent Common Stock Purchase Warrant • September 4th, 2025 • Functional Brands Inc. • Medicinal chemicals & botanical products

This AMENDMENT TO PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (this “Amendment”) is entered into as of August 21, 2025, by and between Functional Brands Inc., a Delaware Corporation (the “Company”), and Joseph Gunnar & Co., LLC, a Delaware limited liability company (the “Holder”).

PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Wellgistics Health, Inc.
Placement Agent Common Stock Purchase Warrant • September 22nd, 2025 • Wellgistics Health, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York

THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the [Stockholder Approval Date]1 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _______2 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Wellgistics Health, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Engagement Agreement, by and between the Company and [____], dated as of [____].

PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT 22ND CENTURY GROUP, inc.
Placement Agent Common Stock Purchase Warrant • August 25th, 2025 • 22nd Century Group, Inc. • Cigarettes

THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the five (5) year anniversary of the Stockholder Approval Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from 22nd Century Group, Inc., a Nevada corporation (the “Company”), up to [______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to that certain Engagement Letter, dated as of August 21, 2025, by and between the Company and Dawson James Securities, Inc.

PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT ENERGOUS CORPORATION
Placement Agent Common Stock Purchase Warrant • September 11th, 2025 • Energous Corp • Radio & tv broadcasting & communications equipment

THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 10, 2030 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Energous Corporation, 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). This Warrant is being issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of July 9, 2024, as amended on December 30, 2024, and Augus

PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Wellgistics Health, Inc.
Placement Agent Common Stock Purchase Warrant • October 1st, 2025 • Wellgistics Health, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York

THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the [Stockholder Approval Date]1 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _______2 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Wellgistics Health, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Engagement Agreement, by and between the Company and [____], dated as of [____].

PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT INDAPTUS THERAPEUTICS, INC.
Placement Agent Common Stock Purchase Warrant • September 2nd, 2025 • Indaptus Therapeutics, Inc. • Pharmaceutical preparations • New York

THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the [Stockholder Approval Date]1 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [__________2](the “Termination Date”) but not thereafter, to subscribe for and purchase from Indaptus Therapeutics, Inc., 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). This Warrant is issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of [March 16,] 2025.

PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Annovis Bio, Inc.
Placement Agent Common Stock Purchase Warrant • October 14th, 2025 • Annovis Bio, Inc. • Pharmaceutical preparations

THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on October 10, 2030 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Annovis Bio, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Engagement Agreement, dated as of October 8, 2025, by and between the Company and H.C. Wainwright & Co., LLC.

PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Citius Pharmaceuticals, Inc.
Placement Agent Common Stock Purchase Warrant • October 21st, 2025 • Citius Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on October 20, 2030 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Citius Pharmaceuticals, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of April 10, 2024, as amended.