Form S-1/A - General form for registration of securities under the Securities Act of 1933: [Amend] (2024)

As filed with the Securities and Exchange Commissionon May 29, 2024

Registration No. 333-279045

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No.3

to

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

KAIVAL BRANDS INNOVATIONS GROUP, INC.

(Exact name of registrant as specified in its charter)

Nirajkumar Patel

Chief Executive Officer

Kaival Brands Innovations Group, Inc

4460 Old Dixie Highway

Grant-Valkaria, Florida 32949

(833) 452-4825

(Name, address, including zip code, and telephonenumber, including area code, of agent for service)

Approximatedate of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securitiesbeing registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,check the following box. ☒

If this Form is filed to registeradditional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the SecuritiesAct registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effectiveamendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statementnumber of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effectiveamendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statementnumber of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whetherthe registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

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 financialaccounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registrationstatement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment whichspecifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the SecuritiesAct of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section8(a), may determine.

The information in this prospectusis not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and ExchangeCommission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securitiesin any state where the offer or sale is not permitted.

Up to 3,012,048 Units consisting of

Up to 3,012,048 Shares of Common Stock and

Up to 4,518,072 Common Warrants to purchaseUp to 4,518,072 Shares of Common Stock

Up to 3,012,048 Pre-Funded Units consistingof

Up to 3,012,048 Pre-Funded Warrants to purchaseUp to 3,012,048 Shares of Common Stock and

Up to 4,518,072 Common Warrants to purchaseUp to 4,518,072 Shares of Common Stock

Up to 3,012,048 Shares of Common Stock Underlyingthe Pre-Funded Warrants

Up to 4,518,072 Shares of Common Stock Underlyingthe Common Warrants

Weare offering on a best efforts basis up to 3,012,048 units, each unit consisting of one share of common stock and one and one-half commonwarrants to purchase one and one-half shares of common stock, at an assumed offering price of $1.66 per unit, which is equal to the closingprice of our common stock on the Nasdaq Stock Market LLC on May 28, 2024 for gross proceeds of up to $5,000,000. The common warrantsincluded in the units will have an initial exercise price of $[*] per share (equal to 100% of the public offering price of each unitsold in this offering), will be exercisable immediately and will expire five years from the date of issuance. For the common warrants,if, on the date that is 30 calendar days immediately following the initial issuance date (the “Reset Date”), the Reset Price,as defined below, is less than the exercise price at such time, the exercise price of the warrants shall be decreased to the Reset Price.“Reset Price” means 100% of the arithmetic average of the daily VWAPs during the five trading days immediately precedingthe Reset Date, provided, that in no event shall the Reset Price be less than 20% of the most recent closing price at the time of executionof the securities purchase agreement (subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactionsfollowing the date of the securities purchase agreement).

We are also offering theshares of our common stock that are issuable from time to time upon the exercise of the common warrants included in the units.

We are also offering to certainpurchasers whose purchase of units in this offering would otherwise result in the purchaser, together with its affiliates and certainrelated parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common stock immediatelyfollowing the consummation of this offering, the opportunity to purchase, if any such purchaser so chooses, pre-funded units, each pre-fundedunit consisting of one pre-funded warrant to purchase one share of common stock and the same common warrant described above with eachshare of common stock, in lieu of units that would otherwise result in such purchaser’s beneficial ownership exceeding 4.99% (or,at the election of the purchaser, 9.99%) of our outstanding common stock. The purchase price of each pre-funded unit will be equal tothe price per unit being sold to the public in this offering, minus $0.001, and the exercise price of each pre-funded warrant includedin the pre-funded units will be $0.001 per share. The pre-funded warrants will be exercisable immediately and may be exercised at anytime until all of the pre-funded warrants are exercised in full. For each pre-funded unit we sell, the number of units (and shares ofcommon stock) we are offering will be decreased on a one-for-one basis. This offering also relates to the shares of common stock issuableupon the exercise of the pre-funded warrants and the common warrants included in the pre-funded units.

The units and pre-funded unitshave no stand-alone rights and will not be certificated or issued as stand-alone securities. The shares of common stock or pre-fundedwarrants and the common warrants comprising the units or the pre-funded units, as the case may be, are immediately separable and willbe issued separately in this offering. We are also registering the shares of common stock issuable from time to time upon exercise ofthe common warrants and pre-funded warrants included in the units and pre-funded units offered hereby.

Our common stock is listedon the Nasdaq Stock Market, LLC under the symbol “KAVL.” On May 28, 2024, the closing price of our common stock on the NasdaqStock Market, LLC was $1.66 per share. We do not intend to apply for a listing of the units, the pre-funded units, the pre-funded warrants,or the common warrants on any securities exchange or other nationally recognized trading system. Without an active trading market, theliquidity of the pre-funded warrants and the common warrants will be limited.

The units and pre-funded unitswill be offered at a fixed price and are expected to be issued in a single closing. There is no minimum number of securities or minimumaggregate amount of proceeds for this offering to close. However, notwithstanding the foregoing, the shares of our common stock underlyingthe pre-funded warrants and the common warrants will be offered on a continuous basis pursuant to Rule 415 under the Securities Act of1933, as amended. We expect this offering to be completed not later than two business days following the commencement of sales in thisoffering (after the effective date of the registration statement of which this prospectus forms a part) and we will deliver all securitiesto be issued in connection with this offering delivery versus payment or receipt versus payment, as the case may be, upon receipt of investorfunds received by us. Accordingly, neither we nor the placement agent have made any arrangements to place investor funds in an escrowaccount or trust account since the placement agent will not receive investor funds in connection with the sale of the securities offeredhereunder.

We have engaged Maxim Group LLC(the “placement agent” or “Maxim”), to act as our exclusive placement agent in connection with this offering.The placement agent has agreed to use its reasonable best efforts to solicit offers to purchase the securities offered by this prospectus.The placement agent is not purchasing or selling any of the securities we are offering and the placement agent is not required to arrangethe purchase or sale of any specific number or dollar amount of securities. Because there is no minimum offering amount required as acondition to closing in this offering, the actual offering amount, placement agent’s fee and proceeds to us, if any, are not presentlydeterminable and may be substantially less than the total maximum offering amounts described throughout this prospectus. We have agreedto pay the placement agent, the placement agent fees set forth in the table below and to provide certain other compensation to the PlacementAgent. See “Plan of Distribution” for more information regarding these arrangements.

Investing in our securitiesinvolves a high degree of risk. You should review carefully the risks and uncertainties described herein under the heading “RiskFactors” beginning on page 10 of this prospectus and under similar heading in other documents that are incorporated by referenceinto this prospectus.

We are an “emerginggrowth company” as defined under the federal securities laws and as such, may elect to comply with reduced public company reportingrequirements. Please read “Prospectus Summary - Implications of Our Being an Emerging Growth Company” beginning on page 6of this prospectus for more information.

NEITHER THE SECURITIES AND EXCHANGE COMMISSIONNOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

We expect to deliver the securities offered hereby on or about[*], 2024.

Sole Placement Agent

MAXIM GROUP LLC

The date of thisprospectus is ,2024.

TABLEOF CONTENTS

ABOUT THIS PROSPECTUS

We incorporate by reference importantinformation into this prospectus. You may obtain the information incorporated by reference without charge by following the instructionsunder “Where You Can Find More Information.” You should carefully read this prospectus as well as additional informationdescribed under “Incorporation of Certain Information by Reference,” before deciding to invest in our securities.

We have not, and the placementagent has not, authorized anyone to provide any information or to make any representations other than those contained in this prospectusor in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for, andcan provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sellonly the securities offered hereby, and only under circ*mstances and in jurisdictions where it is lawful to do so. The information containedin this prospectus or in any applicable free writing prospectus is current only as of its date, regardless of its time of delivery orany sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date. Tothe extent there is a conflict between the information contained in this prospectus, on the one hand, and the information contained inany document filed with the Securities and Exchange Commission before the date of this prospectus and incorporated by reference herein,on the other hand, you should rely on the information in this prospectus. If any statement in a document incorporated by reference isinconsistent with a statement in another document incorporated by reference having a later date, the statement in the document havingthe later date modifies or supersedes the earlier statement.

The information in this prospectusis accurate only as of the date on the front cover of this prospectus and the information in any free writing prospectus that we may provideyou in connection with this offering is accurate only as of the date of that free writing prospectus. Our business, financial condition,results of operations and prospects may have changed since those dates. No person is authorized in connection with this prospectus togive any information or to make any representations about us, the securities offered hereby or any matter discussed in this prospectus,other than the information and representations contained in this prospectus. If any other information or representation is given or made,such information or representation may not be relied upon as having been authorized by us.

For investors outside the UnitedStates: We have not taken any action that would permit this offering or possession or distribution of this prospectus in any jurisdictionwhere action for that purpose is required, other than in the United States. Persons outside the United States who come into possessionof this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities covered herebyand the distribution of this prospectus outside the United States.

Unless otherwise indicated, informationcontained in this prospectus concerning our industry and the markets in which we operate, including our general expectations and marketposition, market opportunity and market share, is based on information from our own management estimates and research, as well as fromindustry and general publications and research, surveys and studies conducted by third parties. Management estimates are derived frompublicly available information, our knowledge of our industry and assumptions based on such information and knowledge, which we believeto be reasonable. Our management estimates have not been verified by any independent source, and we have not independently verified anythird-party information. In addition, assumptions and estimates of our and our industry’s future performance are necessarily subjectto a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors.” These andother factors could cause our future performance to differ materially from our assumptions and estimates. See “Special Note RegardingForward-Looking Statements.”

Pursuant to Item 10(f) of RegulationS-K promulgated under the Securities Act of 1933, as amended, as indicated herein, we have elected to comply with the scaled disclosurerequirements applicable to “smaller reporting companies,” including providing two years of audited financial statements.

We further note that the representations,warranties and covenants made by us in any agreement that is filed as an exhibit to the registration statement of which this prospectusis a part were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating riskamong the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations,warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants shouldnot be relied on as accurately representing the current state of our affairs.

We own or have rights to trademarksor trade names that we use in connection with the operation of our business, including our corporate names, logos and website names. Inaddition, we own or have the rights to copyrights, trade secrets and other proprietary rights that protect the content of our products.This prospectus may also contain trademarks, service marks and trade names of other companies, which are the property of their respectiveowners. Our use or display of third parties’ trademarks, service marks, trade names or products in this prospectus is not intendedto, and should not be read to, imply a relationship with or endorsem*nt or sponsorship of us. Solely for convenience, some of the copyrights,trade names and trademarks referred to in this prospectus are listed without their ©, ® and ™ symbols, but we will assert,to the fullest extent under applicable law, our rights to our copyrights, trade names and trademarks. All other trademarks are the propertyof their respective owners.

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SUMMARY

This summary highlights informationcontained in other parts of this prospectus or incorporated by reference into this prospectus from our filings with the Securities andExchange Commission, or SEC. Because it is only a summary, it does not contain all of the information that you should consider beforepurchasing our securities in this offering and it is qualified in its entirety by, and should be read in conjunction with, the more detailedinformation appearing elsewhere or incorporated by reference into this prospectus. You should read the entire prospectus, the registrationstatement of which this prospectus is a part, and the information incorporated by reference herein in their entirety, including the “RiskFactors” and our financial statements and the related notes incorporated by reference into this prospectus, before purchasingour securities in this offering. Unless the context requires otherwise, references in this prospectus to the terms “we,” “us,”“our,” the “Company,” and “Kaival” refer to Kaival Brands Innovations Group, Inc., a Delaware corporation,unless otherwise indicated. The term “Common Stock” means our common stock, par value $0.001 per share.

Unless the context specifically requires otherwise, all historical share and per-shareamounts reflected in our consolidated financial statements and other financial information incorporated by reference in this Prospectusare presented to reflect a 1-for-21 reverse stock split of our Common Stock which became effective for legal and accounting purposes onJanuary 22, 2024 as if such split occurred as of the earliest period presented.

Overview

We are engaged in the sale, marketing and distribution of electronic nicotinedelivery system (“ENDS”) products, also known as “e-cigarettes”, in a variety of flavors. Our primary productis the Bidi^® Stick as well as other products manufactured by our affiliate Bidi Vapor LLC (“Bidi”). We holdthe exclusive worldwide right to market and distribute the Bidi^® Stick and certain other products manufactured by Bidi.Our current revenue generating activities are focused on driving sales growth of the BIDI^® Stick, primarily through wholesaleand traditional retail channels, including convenience stores. Along with our affiliate Bidi, which bears the bulk of the responsibilityfor U.S. Food and Drug Administration (“FDA”) and other regulatory matters relating to its products, we are committed to steadfastcompliance with established FDA requirements regarding the use of our products.

At the same time, as the FDA regulatorylandscape and Premarket Tobacco Product Application (“PMTA”)-related enforcement continues to evolve, we have faced challengesand industry-wide headwinds, which we are continuing to navigate by pursuing new revenue opportunities by diversifying our platform throughthe distribution, development, and subsequent scaling of other nicotine and non-nicotine products. An important goal for our company isto leverage our existing presence with our sales channels to establish an efficient platform fromwhich to create shareholder value by developing and growing current and potentially new business lines, revenues and, ultimately, positivecash flows and profitability.

Business Strategy

In additionto our focus on driving revenue through distribution of the BIDI® Stick, we intend to build our revenue by executing key internalstrategic initiatives. Accomplishing these financial goals will depend on a number of factors including our ability to execute these strategies.Representative key initiatives include:

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We will continue to align ourselveswith progressive, proven, performance-based partners, which may include the development and expansion of key financial services relationshipsas we seek to diversify through data-driven decisions.

Description of Business Segments & Key Agreements

Bidi Vapor, LLC Distribution Agreement

On March 9, 2020, we entered intoan exclusive distribution agreement (the “Distribution Agreement”) with our affiliate Bidi, which Distribution Agreement wasamended and restated on May 21, 2020, April 20, 2021, on June 10, 2022, and on November 17, 2022 (collectively, the “A&R DistributionAgreement”). Pursuant to the A&R Distribution Agreement, Bidi granted us an exclusive worldwide right to distribute Bidi’sENDS (as more particularly set forth in the A&R Distribution Agreement) for sale and resale to both retail level customers and non-retaillevel customers. Currently, the products consist solely of the “BIDI® Stick,” Bidi’s disposable, tamper resistantENDS product made with medical-grade components, a UL-certified battery and technology designed to deliver a consistent vaping experiencefor adult smokers 21 and over. We presently distribute products to wholesalers and retailers of ENDS products, having ceased all direct-to-consumersales in February 2021. Nirajkumar Patel, our Chief Executive Officer and director and an indirect controlling shareholder of our company,owns Bidi.

BIDI® Stick comes in a varietyof flavor options for adult cigarette smokers. We do not manufacture any of the products we resell. The BIDI® Stick is manufacturedby Bidi. Pursuant to the terms of the A&R Distribution Agreement, Bidi provides us with all branding, logos, and marketing materialsto use with our commercial partners in connection with our marketing and promotion of Bidi products.

The A&R Distribution Agreementextends the previous one-year, annual renewable term to an initial term of ten years, which automatically renews for another ten-yearterm if we satisfy certain minimum purchase thresholds. The A&R Distribution Agreement also provides us with a right of first refusalin the event Bidi receives an offer that would constitute a “change of control transaction,” as well as a right of first refusalto act as the exclusive distributor of any and all future products of Bidi that arise out of or related to ENDS and components relatedto ENDS, or arise out of or related to the tobacco-derived nicotine industry.

In connection with the A&RDistribution Agreement, we entered into non-exclusive sub-distribution agreements, some of which were subsequently amended and restatedby the parties in order to clarify certain provisions (all such sub-distribution agreements, as amended and restated, are collectivelyreferred to as the “Sub-Distribution Agreements”), whereby we appointed the counterparties as non-exclusive sub-distributors.Pursuant to the Sub-Distribution Agreements, the sub-distributors agreed to purchase for resale products in such quantities as they shouldneed to properly service non-retail customers within the continental United States (the “Territory”).

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We process all sales made to non-retailcustomers, with all sales to non-retail customers made through Bidi’s age-restricted website, www.wholesale.bidivapor.com. We ceasedall direct-to-consumer sales in February 2021 in order to better ensure youth access prevention and to comply with the Prevent All CigaretteTrafficking Act (known as the PACT Act). We provide all customer service and support at our own expense. We set the minimum prices forall sales made by us. We maintain adequate inventory levels of products in order to meet the demands of our non-retail customers and deliverproducts sold to these customers.

A key third party collaborator of ours wasQuikfillRx, LLC, (“QuikfillRx”)a Florida limited liability company. QuikfillRx provided us with certain services and support relating to sales management, website developmentand design, graphics, content, public communication, social media, management and analytics, and market and other research. QuikfillRxprovided these services to us pursuant to a Services Agreement, pursuant to which QuikfillRx received monthly cash compensation and wasgranted certain equity compensation in the form of options. This Agreement was terminated in February 2024.

Kaival Labs, Inc. & Kaival Brands International,LLC.

On August 31, 2020, we formed Kaival Labs, Inc., a Delaware corporation (hereinreferred to as “Kaival Labs”), as a wholly owned subsidiary for the purpose of developing our own branded and white-labelproducts and services, of which none has commenced as of the date of this prospectus. We have not yet launched any Kaival-branded products,nor has it begun to provide white label wholesale solutions for other product manufacturers.

We have, and may continue to, utilizeKaival Labs to acquire or license complimentary businesses or assets. On May 30, 2023, through Kaival Labs, we acquired certain vaporizationand inhalation-related intellectual property from GoFire, Inc. (“GoFire”) in exchange for equity securities for our companyand contingent cash consideration. The goal of this acquisition is to diversify our product offerings and create near and longer-termrevenue opportunities in the form of potential licenses for the acquired technology and our development of new products based on the purchasedassets. In the near term, we expect to seek third-party licensing opportunities in the cannabis, hemp/CBD, nicotine and nutraceuticalmarkets. Longer term, we believe we can utilize the purchased assets to create innovative and market-disruptive products, including patentprotected vaporizer devices and related hardware and software applications. No assurances can be given, however, that the GoFire assetswill generate revenue for us in the future or otherwise create the value for our company that we anticipate.

On March 11, 2022, we formed KaivalBrands International, LLC, a Delaware limited liability company (herein referred to as “KBI”), as a wholly owned subsidiaryfor the purpose of entering into an international licensing agreement with Philip Morris Products S.A. (“PMPSA”), a whollyowned affiliate of Philip Morris International Inc. (“PMI”), as described further below.

FDA PMTA and MDO Determinations, Related CourtActions and the Impact on Our Business

Non-Tobacco Flavored BIDI^®Sticks

In September 2021, in connectionwith the Bidi’s Premarket Tobacco Product Application (“PMTA”) process for BIDI^®Stick, the U.S.Food and Drug Administration (“FDA”) effectively “banned” non-tobacco flavored ENDS by denying nearly all then-pendingPMTAs for such products (including Bidi’s). Following the issuance by the FDA of a related Marketing Denial Order (“MDO”)regarding these ENDS products, manufacturers were required to stop selling non-tobacco flavored ENDS products. Bidi, along with nearlyevery other company in the ENDS industry, received a MDO for its non-tobacco flavored ENDS products. With respect to Bidi, the MDO coveredall non-tobacco flavored BIDI® Sticks, including its Arctic (menthol) BIDI® Stick. As a result, beginning in September 2021, Bidipursued multiple avenues to challenge the MDO. First, on September 21, 2021, separate from the judicial appeal of the MDO in its entirety,Bidi filed a 21 C.F.R. §10.75 internal FDA supervisory review request specifically of the decision to include the Arctic (menthol)BIDI® Stick in the MDO. In May 2022, the FDA issued a determination that it views the Arctic BIDI® Stick as a non-tobacco flavoredENDS product, and not strictly a menthol flavored product.

On September29, 2021, Bidi petitioned the U.S. Court of Appeals for the Eleventh Circuit (or the 11^th Circuit) to review the FDA’sdenial of the PMTAs for its non-tobacco flavored BIDI® Stick ENDS (including the Arctic BIDI® Stick), arguing that it was arbitraryand capricious under the Administrative Procedure Act (or the APA), as well as ultra vires, for the FDA not to conduct any scientificreview of Bidi’s comprehensive applications, as required by the Tobacco Control Act (or the TCA), to determine whether the BIDI®Sticks are “appropriate for the protection of the public health”. Bidi further argued that the FDA violated due process andthe APA by failing to provide fair notice of the FDA’s new requirement for ENDS companies to conduct long-term comparative smokingcessation studies for their non-tobacco flavored products compared to tobacco-flavored ENDS products, and that the FDA should have gonethrough the notice and comment rulemaking process for this requirement.

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On August23, 2022, the 11^th Circuit set aside (i.e., vacated) the MDO issued to the non-tobacco flavored BIDI® Sticks and remandedBidi’s PMTA back to the FDA for further review. Specifically, the 11^thCircuit held that the MDO was “arbitraryand capricious” in violation of the APA because the FDA failed to consider the relevant evidence before it, specifically Bidi’saggressive and comprehensive marketing and sales-access-restrictions plans designed to prevent youth appeal and access.

The 11^thCircuit’sopinion further indicated that the FDA did not properly review the data and evidence that it has long made clear are critical to the“appropriate for the protection of the public health” standard for PMTAs set forth in the Tobacco Control Act including,in Bidi’s case, “product information, scientific safety testing, literature reviews, consumer insight surveys, and detailsabout our company’s youth access prevention measures, distribution channels, and adult-focused marketing practices,” which“target only existing adult vapor product users, including current adult smokers,” as well as our retailer monitoring programand state-of-the-art anti-counterfeit authentication system. Because a MDO must be based on a consideration of the relevant factors,such as the marketing and sales-access-restrictions plans, the denial order was deemed arbitrary and capricious, and vacated by the FDA.

The FDAdid not appeal to the 11th Circuit’s decision. The FDA had until October 7, 2022 (45 days from the August 23, 2022 decision) toeither request a panel rehearing or a rehearing “en banc” (a review by the entire 11^th Circuit, not just the 3-judgepanel that issued the decision), and until November 21, 2022 (90 days after the decision) to seek review of the decision by the U.S. SupremeCourt. No request for a rehearing was filed, and no petition for a writ of certiorari was made to the Supreme Court.

As a resultof the 11th Circuit’s order on the flavored Bidi stick applications, Bidi has been able to continue marketing and selling the non-tobaccoflavored BIDI® Sticks, subject to FDA’s enforcement discretion, during the continued PMTA scientific review. Although the flavoredBidi sticks are still considered unlawful products under the terms of the Tobacco Control Act, the FDA has indicated that it is prioritizingenforcement of unauthorized ENDS against companies (1) that never submitted PMTAs, (2) whose PMTAs have been refused acceptance or filingby the FDA, (3) whose PMTAs remain subject to MDOs, or (4) that are continuing to market unauthorized synthetic nicotine products afterthe July 13, 2022 cutoff. As none of these scenarios apply to Bidi, we believe the current risk of FDA enforcement is low. However, thereis a risk that Bidi’s PMTA for non-tobacco flavored BIDI® Sticks will be denied, which would have a significant adverse effecton our business and could lead to our bankruptcy or the failure of our business entirely.

Since the PMTA was remanded, Bidihas continued to update its application with the results of new studies, including a nationwide population prevalence study on the BIDI®Stick that is currently undergoing peer review for publication.

Classic BIDI^®Stick

Separately, on or about May 13,2022, the FDA placed the tobacco-flavored Classic BIDI® Stick into the final Phase III scientific review, and in September 2022 completeda remote regulatory assessment of Bidi and its contract manufacturer in China, SMISS Technology Co. LTD, in relation to the pending PMTAfor the Classic BIDI® Stick.

On March 20, 2023 Bidi receivedits anticipated deficiency letter for the Classic BIDI® Stick PMTA, outlining FDA’s remaining scientific questions. On June18, 2023, Bidi, provided a timely, comprehensive response to the FDA’s deficiency letter.

On January 22, 2024, FDA issued an MDO for the Classic BIDI® Stick eventhough 23 other competing tobacco flavored ENDS products have received FDA marketing authorization. The FDA’s stated bases for theMDO included testing and data deficiencies specific to the Classic BIDI® Stick PMTA. While this development precludes us from marketingthe Classic BIDI® Stick, which could have a material adverse effect on our company, the FDA’s decision does not involve theten PMTAs for Bidi Vapor’s non-tobacco flavored devices described above which are still under the FDA’s scientific review.Those ten products remain available for sale, subject to FDA’s enforcement discretion.

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In response to the Classic BIDI®Stick MDO, on January 26, 2024, Bidi filed a petition requesting that the 11th Circuit review the MDO, which Bidi believes was, amongother things, arbitrary and capricious, in violation of the Administrative Procedure Act. Bidi also sought a stay of the MDO pending theoutcome of the litigation, but the court denied the stay motion which means that the tobacco flavored Bidi stick product cannot currentlybe sold. The briefing schedule for Bidi’s petition calls for all substantive briefs of Bidi and the government to be filed on orabout June 2024. There is no schedule for any potential oral argument before the court, nor is there any deadline by which the court mustrule on the petition.The January 2024 MDO regarding Classic BIDI® Stick and the denial of Bidi’s motion for a stay havehad an immediate and ongoing adverse impact on our business, and the outcome of Bidi’s 11thCircuit petition is uncertain andwill likely take many months or longer to resolve. Our continuing inability to sell Classic BIDI® Stick could continue to cause materialimpediments to our ability to operate our business and cause a material adverse effect on our results of operations. No assurances canbe given on the timing or ultimate outcome of this litigation, and so long as the case remains undecided, we are unable to sell the ClassicBIDI® Stick product.

Moreover, FDA’s review of Bidi’s PMTA for its non-tobacco-flavored ENDSproducts could be completed before the 11th Circuit rules on Bidi’s petition for review of the MDO for the Classic BIDI® StickThere is a risk that FDA could issue an MDO to that PMTA based on similar reasons used by FDA to deny the Classic BIDI® Stick PMTA,in addition to reasons cited by FDA in every other MDO denying other non-tobacco-flavored PMTAs submitted by other applicants. If thatwere to occur and if Bidi is again unsuccessful in obtaining a judicial stay of the FDA’s MDO, we would have no products availableto sell, which would likely prevent us from continuing to operate our business.

Bidi’s non-tobacco flavoredENDS products generate the overwhelming majority of our sales revenues. The PMTA for those products has already been denied once by FDA,and is only being re-reviewed due to the order of the 11th Circuit. The FDA considers all flavored ENDS products to be illegal unlesssubject to a granted PMTA (of which there are none).

Additionally, in March 2023 theFDA, pursuant to the Family Smoking Prevention and Tobacco Control Act (“FSPTCA”), proposed new requirements for tobacco productmanufacturers regarding the manufacture, design, packing and storage of tobacco products. The proposed rule establishes a framework ofmanufacturing practices including:

FDA states in the proposed rulethat “These requirements also would help minimize or prevent the manufacture and distribution of nonconforming electronic nicotinedelivery systems (ENDS) e-liquids that contain nicotine concentration levels that vary from the labeled amount and vary from one ENDSproduct to another within the same brand…..this potential variability in nicotine concentration, in which an e-liquid product containssignificantly higher levels of nicotine than what is stated on the label, could be misleading to consumers concerned about nicotine deliverylevels, potentially intensifying or prolonging their addiction and potentially exposing users to increased toxins. Tobacco products mayintroduce preventable harms not normally associated with use of tobacco products due to inadequate design or manufacturing controls; forexample, defective solder joints from an ENDS cartomizer (atomizer plus replaceable fluid-filled cartridge) may cause respiratory distressdue to metallic particles in the aerosol. This proposed regulation would help to assure that the public health is protected from these,and other, types of hazards.”

These rules if implemented couldhave an adverse effect on our business by increasing costs of manufacturing our ENDS products to ensure compliance.

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Other Potential Product Offerings & Opportunities

In May 2023 we acquired 19 existingand 47 pending patents with novel technologies related to vaporization and inhalation technologies from GoFire. The GoFire patent portfolioincludes novel technologies across extrusion dose control, product preservation, tracking and tracing usage, multiple modalities (i.e.,different methods of vaporizing) and child safety. The patents and patent applications cover territories including the United States,Australia, Canada, China, the EPO (European Patent Organization), Israel, Japan, Mexico, New Zealand and South Korea. The portfolio alsoincludes a proprietary mobile device software application that is used in conjunction with certain patents in the portfolio.

In the near term, we expect toseek third-party licensing opportunities in the cannabis, hemp/CBD, nicotine, nutraceutical and pharmaceutical markets, as a means ofmonetizing our patents. Longer term, we believe we can utilize the acquired patents to create innovative and market-disruptive productsfor its growing base of adult consumers, including patent protected vaporizer devices and related hardware and software applications.

As described above, we hope togenerate revenue from this acquired intellectual property via licensing and product development activities. However, there can be no assurancethat we will be able to implement this strategy.

Recent Developments

Nasdaq Delisting Notice

On April30, 2024, we received a notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”)notifying us that the date of April 29, 2024, provided by Nasdaq for the Company to hold an annual meeting to regain compliance withNasdaq Listing Rule 5620(a) lapsed without the Company holding its annual meeting. The Notice further stated unless the Company requestsan appeal of the above determination by May 7, 2024, Nasdaq has determined that the Company’s securities will be scheduled fordelisting from The Nasdaq Stock Market. On May 3, 2024, we requested an appeal hearing before Nasdaq’s Hearings Panel. Such requestwas granted, and an appeal hearing was scheduled for June 13, 2024. Additionally, we scheduled our annual meeting to be held on June25, 2024 and filed a preliminary proxy statement on Schedule 14A on May 3, 2024 with respect to such annual meeting.

Reverse Stock Split

On January 22, 2024, theCompany filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretaryof State of the State of Delaware to affect a1-for-21 reverse stock split(the “2024 Reverse Stock Split”) ofthe shares of the Common Stock. The 2024 Reverse Stock Split was effective on January 25, 2024, on the Nasdaq Stock Market. Nofractional shares were issued in connection with the 2024 Reverse Stock Split. Any fractional shares of our Common Stock that wouldhave otherwise resulted from the 2024 Reverse Stock Split were rounded up to the nearest whole number. In connection with the 2024Reverse Stock Split, the Board approved appropriate and proportional adjustments to all outstanding securities or other rightsconvertible or exercisable into shares of the Common Stock, including, without limitation, all preferred stock, warrants, options,and other equity compensation rights. All historical share and per-share amounts reflected throughout this prospectus, including theconsolidated financial statements and other financial information that are incorporated by reference in this prospectus have beenretroactively adjusted to reflect the 2024 Reverse Stock Split as if the split occurred as of the earliest period presented. The parvalue per share of the Common Stock was not affected by the 2024 Reverse Stock Split.

During the three months ended January31, 2024, the Company issued52,949shares of common stock for rounding of shares related to the Reverse Split.

Issuance of Shares

During the three months ended January31, 2024, the Company issued16,667shares of common stock to a FINRA member broker-dealer in connection with the terminationof its relationship with such broker dealer.The fair value was $62,000based on the closing price of the common stock on thetermination date and recorded asstock-basedcompensation. Such FINRA member is not participating in this public offering.

Implications of Our Beingan “Emerging Growth Company”

We qualify as an “emerging growth company” as defined in the JumpstartOur Business Startups Actof2012 (the “JOBS Act”). An “emerging growth company” may take advantageof reduced reporting requirements that are otherwise applicable to larger public companies. In particular, as an emerging growth company,we:

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THE OFFERING

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Unless otherwise indicated, this prospectus assumes no issuance of pre-fundedwarrants in connection with this offering and no exercise of the common warrants offered hereby.

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RISK FACTORS

Investing in our securitiesinvolves a high degree of risk. Before deciding to invest in our securities, you should consider carefully the risks and uncertaintiesdescribed below and under Item 1A.”Risk Factors” in our Annual Report on Form 10-K, filed with the Securitiesand Exchange Commission, or SEC, on February 14, 2024, which are each incorporated by reference in this prospectus, together with allof the other information contained in this prospectus and documents incorporated by reference herein, and in any free writing prospectusthat we have authorized for use in connection with this offering. If any of the matters discussed in the following risk factors were tooccur, our business, financial condition, results of operations, cash flows or prospects could be materially adversely affected, the marketprice of our common stock could decline and you could lose all or part of your investment in our securities. Additional risks and uncertaintiesnot presently known or which we consider immaterial as of the date hereof may also have an adverse effect on our business.

RISKS RELATED TO OUR BUSINESS

Our Business Is ParticularlyAt Risk Given The FDA’s Strict Regulatory And Enforcement Posture Toward ENDS Products Generally, And Adverse Regulatory And CourtDecisions Against Bidi ENDS Products In Particular.

The ENDSindustry is relatively new and is rapidly evolving, and the FDA has been aggressive in its oversight of the ENDS industry. Changes inexisting laws, regulations and policies and the issuance of new laws, regulations, policies, as well as the FDA’s actions on ENDS-relatedPMTAs (including Bidi’s) and any other entry barriers in relation to the ENDS industry may materially and adversely affect our abilityto conduct business and our results of operations.

In particular,FDA has only authorized the sale of approximately 23 tobacco-flavored ENDS products, and has denied marketing authorizations for everynon-tobacco-flavored ENDS product application it has acted upon. The FDA’s stated criteria for authorizing a non-tobacco-flavoredENDS product is that the applicant must demonstrate that the specific non-tobacco flavor “provide[s] an added benefit for adultswho smoke cigarettes—in terms of complete switching or significant smoking reduction—relative to that of tobacco-flavoredproducts that is sufficient to outweigh the known risks to youth.” However, some applicants whose non-tobacco flavored applicationswere denied by FDA have obtained judicial orders remanding the applications to FDA for further review.

Bidi, as well as other companies in the ENDS industry,has taken aggressive actions in response to adverse FDA decisions involving its products and its PMTAs for those products. These effortsby Bidi and others have resulted in some favorable preliminary court decisions, but also many significant unfavorable court decisions.Even if Bidi is able to continue its legal efforts to support its products and applications, the courts, including the Supreme Court,may ultimately issue rulings that could cause Bidi, and us, to go out of business.

RISKS RELATED TO THIS OFFERING

This is a reasonable bestefforts offering, with no minimum amount of securities required to be sold, and we may sell fewer than all of the securities offered hereby.

The placement agent has agreedto use its best efforts to solicit offers to purchase the units and pre-funded units in this offering. The placement agent has no obligationto buy any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of the securities.There is no required minimum number of securities that must be sold as a condition to completion of this offering. As there is no minimumoffering amount required as a condition to the closing of this offering, the actual offering amount, placement agent fees and proceedsto us are not presently determinable and may be substantially less than the maximum amounts set forth above. We may sell fewer than allof the securities offered hereby, which may significantly reduce the amount of proceeds received by us, and investors in this offeringwill not receive a refund in the event that we do not sell all of the units or pre-funded units offered in this offering. The successof this offering will impact our ability to use the proceeds to execute our business plans. We may have insufficient capital to implementour business plans and satisfy current obligations, potentially resulting in greater operating losses or dilution unless we are able toraise the required capital from alternative sources. There is no assurance that alternative capital, if needed, would be available onterms acceptable to us, or at all.

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You will experienceimmediate dilution in the net tangible book value per share of the common stock you purchase, and may experience additional dilution inthe future.

Because the effective priceper share of common stock included in the units or issuable upon exercise of the warrants or pre-funded warrants being offered may behigher than the net tangible book value per share of our common stock, you may experience dilution to the extent of the difference betweenthe effective offering price per share of common stock you pay in this offering and the net tangible book value per share of our commonstock immediately after this offering. Assuming the sale of 3,012,048 units at a public offering price of $ 1.66 per unit and our nettangible book value as of January 31, 2024, and assuming no sale of any pre-funded units in this offering, no exercise of any of thecommon warrants being offered in this offering, and after deducting the placement agent fees and estimated offering expenses payableby us, you will incur immediate dilution in as adjusted net tangible book value of approximately $0.85 per share. As a result of thedilution to investors purchasing securities in this offering, investors may receive less than the purchase price paid in this offering,if anything, in the event of the liquidation of our company. See the section entitled “Dilution” below for a moredetailed discussion of the dilution you will incur if you participate in this offering.

We have broad discretion in the use of the net proceedswe receive from this offering and may not use them effectively.

Our management will have broaddiscretion in the application of the net proceeds we receive in this offering, including for any of the purposes described in the sectionentitled “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whetherour management is using the net proceeds appropriately. Because of the number and variability of factors that will determine our use ofour net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. The failure by our managementto apply these funds effectively could result in financial losses that could have a material adverse effect on our business and causethe price of our common stock to decline. Pending their use, we may invest our net proceeds from this offering in short-term, investment-grade,interest-bearing securities. These investments may not yield a favorable return to our stockholders.

An active trading market for our shares may not be sustained.

Although our shares are listedon the Nasdaq Stock Market, LLC, the market for our shares has demonstrated varying levels of trading activity. The current level of tradingmay not be sustained in the future. The lack of an active market for our shares may impair investors’ ability to sell their sharesat the time they wish to sell them or at a price that they consider reasonable, may reduce the fair market value of their shares and mayimpair our ability to raise capital to continue to fund operations by selling shares and may impair our ability to acquire additionalintellectual property assets by using our shares as consideration.

This offering may cause the trading price of our commonstock to decrease.

The number of shares of commonstock underlying the securities we propose to issue and ultimately will issue if this offering is completed, may result in an immediatedecrease in the market price of our common stock. This decrease may continue after the completion of this offering. We cannot predictthe effect, if any, that the availability of shares for future sale represented by the pre-funded warrants or common warrants issued inconnection with the offering will have on the market price of our common stock from time to time.

Future sales of substantial amounts of our common stockcould adversely affect the market price of our common stock.

We may choose to raise additionalcapital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operatingplans. If additional capital is raised through the sale of equity or convertible debt securities, or perceptions that those sales couldoccur, the issuance of these securities could result in further dilution to investors purchasing our common stock in this offering orresult in downward pressure on the price of our common stock, and our ability to raise capital in the future.

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We have previously receiveda notice from Nasdaq that we were not in compliance with the Nasdaq continued listing requirements. If we are unable to regain compliancewith Nasdaq’s listing requirements, our common stock could be delisted, which could affect our common stock’s market priceand liquidity and reduce our ability to raise capital.

Our common stock is listed for trading on Nasdaq. In order to maintain the listing of our common stock on Nasdaq, we must satisfy Nasdaq’s continued listing requirements. On April 30, 2024, we received a notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market notifying us that the date of April 29, 2024, provided by Nasdaq for the Company to hold an annual meeting to regain compliance with Nasdaq Listing Rule 5620(a) lapsed without the Company holding its annual meeting. The Notice further stated unless the Company requests an appeal of the above determination by May 7, 2024, Nasdaq has determined that the Company’s securities will be scheduled for delisting from The Nasdaq Stock Market. On May 3, 2024, we requested an appeal hearing before Nasdaq’s Hearings Panel. Such request was granted, and an appeal hearing was scheduled for June 13, 2024. Additionally, we scheduled our annual meeting to be held on June 25, 2024, and filed a definitive proxy statement on Schedule 14A on May 14, 2024 with respect to such annual meeting.

We cannot assure you that wewill be able to regain compliance with Nasdaq listing standards. Our failure to continue to meet these requirements would result in ourcommon stock being delisted from Nasdaq. We and holders of our securities could be materially adversely impacted if our common stock isdelisted from Nasdaq. In particular:

We may not receive any additional funds upon the exerciseof the common warrants.

Each common warrant has aninitial exercise price of $[*] per share (equal to 100% of the public offering price of each unit sold in this offering), subject toadjustment as described herein , and may also be exercised in certain circ*mstances by way of a cashless exercise, meaning that the holdermay not pay a cash purchase price upon exercise, but instead would receive upon such exercise the net number of shares of our commonstock determined according to the formula set forth in the warrant. Accordingly, we may not receive any additional funds, or any significantadditional funds, upon the exercise of the warrants.

There is no public market for the common warrants or pre-fundedwarrants being offered by us in this offering.

There is no established publictrading market for the common warrants or the pre-funded warrants, and we do not expect a market to develop. In addition, we do not intendto apply to list the common warrants or the pre-funded warrants on any national securities exchange or other nationally recognized tradingsystem. Without an active market, the liquidity of the common warrants and the pre-funded warrants will be limited.

The common warrants included in the units and in the pre-fundedunits are speculative in nature.

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The common warrants representthe right to acquire shares of common stock at a fixed price. Specifically, commencing on the date of issuance, holders of the commonwarrants may acquire the shares of common stock issuable upon exercise of such warrants at an initial exercise price of $[*] per shareof common stock (equal to 100% of the public offering price of each unit sold in this offering), subject to adjustment as described herein.Moreover, following this offering, the market value of the common warrants is uncertain and there can be no assurance that the marketvalue of the common warrants will equal or exceed the public offering price. There can be no assurance that the market price of the sharesof common stock will ever equal or exceed the exercise price of the common warrants, and consequently, whether it will ever be profitablefor holders of common warrants to exercise the common warrants.

Except as otherwise setforth in the common warrants and pre-funded warrants, holders of the common warrants and the pre-funded warrants offered hereby will haveno rights as stockholders with respect to the shares of common stock underlying the common warrants and the pre-funded warrants untilsuch holders exercise their common warrants and pre-funded warrants and acquire our common stock.

Except as otherwise set forthin the common warrants and pre-funded warrants, until holders of the common warrants and the pre-funded warrants acquire shares of ourcommon stock upon exercise thereof, such holders of the common warrants and the pre-funded warrants will have no rights with respect tothe shares of our common stock underlying such warrants, such as voting rights. Upon exercise of the common warrants or the pre-fundedwarrants, as the case may be, the holder will be entitled to exercise the rights of a common stockholder only as to matters for whichthe record date occurs after the exercise date.

Purchasers who purchaseour securities in this offering pursuant to a securities purchase agreement may have rights not available to purchasers that purchasewithout the benefit of a securities purchase agreement.

In addition to rights and remediesavailable to all purchasers in this offering under federal securities and state law, the purchasers that enter into a securities purchaseagreement will also be able to bring claims for breach of contract against us. The ability to pursue a claim for breach of contract providesthose investors with the means to enforce the covenants uniquely available to them under the securities purchase agreement including timelydelivery of shares and indemnification for breach of contract.

Since we do not expectto pay any cash dividends for the foreseeable future, investors may be forced to sell their stock in order to obtain a return on theirinvestment.

We do not anticipate declaringor paying in the foreseeable future any cash dividends on our capital stock. Instead, we plan to retain any earnings to finance our operationsand growth plans discussed elsewhere or incorporated by reference in this prospectus. Accordingly, investors must rely on sales of theircommon stock after price appreciation, which may never occur, as the only way to realize any return on their investment. As a result,investors seeking cash dividends should not purchase our common stock.

The trading price of ourcommon stock has been and is likely to continue to be highly volatile and could be subject to wide fluctuations in response to variousfactors, some of which are beyond our control.

Our share price is highlyvolatile. During the period from June 1, 2023, to May 10, 2024 the closing price of our common stock (on a post-reverse split basis)ranged from a high of $19.11 per share (as adjusted for the reverse split) to a low of $1.33 per share (as adjusted for the reverse split).The stock market in general has experienced extreme volatility that has often been unrelated to the operating performance of particularcompanies. As a result of this volatility, you may not be able to sell your common stock at or above the public offering price and youmay lose some or all of your investment.

Our Series B PreferredStock ranks senior to our common stock.

Our Series B Preferred Stockranks, with respect to dividend rights, rights on the distribution of assets on any voluntary or involuntary liquidation, dissolutionor winding up of the affairs of our company, and redemption rights, senior to our common stock and each other class or series of securitiesnow existing or hereafter authorized classified or reclassified, the terms of which do not expressly provide that such class or seriesranks on a parity basis with or senior to the Series B Preferred Stock as to dividend rights, rights on the distribution of assets onany voluntary or involuntary liquidation, dissolution or winding up of the affairs of our company, and redemption rights.

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For so long as any sharesof Series B Preferred Stock remain outstanding, the majority holders of the Series B Preferred Stock are entitled to designate one individualto be nominated to serve as a director on our board of directors.

For so long as any shares of Series B Preferred Stock remain outstanding, themajority holders of the Series B Preferred Stock (or the Majority Holders) will be entitled to designate one (1) individual to be nominatedto serve as a director (who we refer to as the Series B Preferred Director) on our board of directors (or the Board). At each annual meetingof the stockholders of our company, or at any special meeting called for the purpose of electing directors, the Board shall nominate suchdesignee for election. Unless the Board shall have received from the Majority Holders a written designation by March 1 of each calendaryear of an individual other than the then-sitting Series B Preferred Director, the Board shall nominate the then-sitting Series B PreferredDirector for re-election to the Board. The Series B Preferred Director is subject to any board of directors-related provisions that maybe contained in our Certificate of Incorporation or Bylaws. The Majority Holders, voting as a single class at a meeting called for suchpurpose (or by written consent signed by the Majority Holders in lieu of such a meeting), have the sole right to remove the Series B PreferredDirector from the Board. Any vacancy created by the removal, resignation or death of a Series B Preferred Director may solely be filledby the Majority Holders, voting as a single class, at a meeting called for such purpose (or by written consent signed by the MajorityHolders in lieu of such a meeting). The Series B Preferred Director shall be entitled to receive similar compensation, benefits, reimbursem*nt(including of reasonable travel expenses), indemnification and insurance coverage for his or her service as a director of our companyas the other non-employee directors of on the Board. The initial Series B Preferred Director is Mr. James P. Cassidy. As of the date ofthis prospectus, the seat on our Board designated for the Series B Preferred Director is vacant due to Mr. Cassidy’s resignationfrom the Board on January 25, 2024. As a result of their Board appointment right, the Majority Holders could have a disproportionate impacton our governance and operations, which could have an adverse effect on our company.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

All statements other than statements of historicalfacts contained in this prospectus, including statements regarding our future financial position, business strategy and plans and objectivesof management for future operations, are forward-looking statements. The words “anticipate,” “believe,” “should,”“estimate,” “will,” “may,” “future,” “plan,” “intend” and “expect”and similar expressions generally identify forward-looking statements. These statements are not guarantees of future performance or eventsand are subject to risks and uncertainties that may cause actual results to differ materially from those included within or implied bysuch forward-looking statements. These factors are not intended to represent a complete list of the general or specific factors that mayaffect us. It should be recognized that other factors, including general economic factors and business strategies, may be significant,presently or in the future. Forward-looking statements are not statements of historical facts, but rather reflect our current expectationsconcerning future events and results, including, without limitation, statements related to:

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You should carefully read thisprospectus and the documents we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectusis a part, completely and with the understanding that our actual future results may be materially different from what we expect. We qualifyall of the forward-looking statements in this prospectus by these cautionary statements.

Except as required by law, weassume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materiallyfrom those anticipated in any forward-looking statements, whether as a result of new information, future events or otherwise.

This prospectus also refers toestimates and other statistical data made by independent parties and by us relating to market size and growth and other data about ourindustry. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates.In addition, projections, assumptions and estimates of our future performance and the future performance of the markets in which we operateare necessarily subject to a high degree of uncertainty and risk.

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USE OFPROCEEDS

We estimate that the net proceeds from this offering will be approximately $4,290,000 (assuming the sale of all units offered hereby at the assumed public offering price of $1.66 per unit, which represents the closing sale price of our common stock on the Nasdaq Stock Market, LLC on May 28,2024, and assuming no issuance of pre-funded warrants), after deducting placement agent fees and estimated offering expenses payable by us, and assuming no sale of any pre-funded units offered hereunder. However, because this is a best efforts offering with no minimum number of securities or amount of proceeds as a condition to closing, the actual offering amount, placement agent fees and net proceeds to us are not presently determinable and may be substantially less than the maximum amounts set forth on the cover page of this prospectus, and we may not sell all or any of the securities we are offering. As a result, we may receive significantly less in net proceeds. Based on the assumed offering price set forth above, we estimate that our net proceeds from the sale of 75% or 50% of the units offered in this offering would be approximately $3,127,500 and $1,965,000, respectively, after deducting placement agent fees and estimated offering expenses payable by us.

We currently intend to use thenet proceeds of this offering for general corporate and working capital purposes and to fund ongoing operations and expansion of our business.We cannot currently allocate specific percentages of the net proceeds to us from this offering that we may use for these purposes andour management will have broad discretion in the allocation of such net proceeds.

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DILUTION

If you purchase securitiesin this offering, your ownership interest will be diluted immediately to the extent of the difference between the assumed public offeringprice per unit and as adjusted, net tangible book value per share of common stock immediately after this offering. Tangible assets equalour total assets less goodwill and intangible assets. As of January 31, 2024, our historical net tangible book value was $476,073 or$0.17 per share of common stock. Historical net tangible book value per share represents the amount of our total tangible assets lesstotal liabilities, divided by the number of shares of our common stock outstanding as of January 31, 2024.

After giving effect to thesale by us in this offering of 3,012,048 units at an assumed public offering price of $1.66 per unit (the closing sale price of our commonstock on the Nasdaq Stock Market, LLC on May 28, 2024), assuming no sale of any pre-funded units in this offering and no exercise ofany of the common warrants being offered in this offering and deducting the placement agent fees and estimated offering expenses payableby us, our as adjusted net tangible book value as of January 31, 2024, would have been $4,766,073, or $0.81 per share of common stock.This amount represents an immediate increase in net tangible book value of $0.64 per share to our existing shareholders and an immediatedilution of $0.85 per share to purchasers of our securities in this offering. We determine dilution per share to investors participatingin this offering by subtracting the as adjusted net tangible book value per share after this offering from the offering price per sharepaid by investors participating in this offering.

The following table illustrates this per share dilution:

If we only sell 75% or 50% of the maximum offering amount, our as adjustednet tangible book value after this offering would be $3,603,573, or $2,441,073, respectively, and the dilution per share to investorspurchasing securities in this offering would be $0.96 or $1.10, respectively, assuming no pre-funded warrants are issued and no warrantsare exercised, and after deducting placement agent fees and estimated offering expenses payable by us.

The information discussed aboveis illustrative only and will adjust based on the actual public offering price, the actual number of units that we offer in this offering,and other terms of this offering determined at the time of pricing. The foregoing discussion and table assumes no sale of pre-funded units,which if sold, would reduce the number of units that we are offering on a one-for-one basis. In addition, we may choose to raise additionalcapital due to market conditions or strategic considerations. To the extent that additional capital is raised through the sale of equityor convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

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CAPITALIZATION

The following table summarizes our unaudited capitalization asof January 31, 2024. Such information is set forth on the following basis:

Youshould read this table together with “Management’s Discussion and Analysis of Financial Condition and Results ofOperation,” as well as our financial statements and related notes and the other financial information, incorporated by referenceinto this prospectus from our SEC filings, including our most recent Annual Report on Form 10-K, our Quarterly Report on Form 10-Q, andour Current Reports on Form 8-K. The information presented in the capitalization table below is unaudited.

The as adjusted informationdiscussed above is illustrative only and will be adjusted based on the actual public offering price and other terms of this offeringdetermined at pricing.

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MANAGEMENT

Thefollowing table sets forth, as of the date of this prospectus, the names and ages of the current Board of Directors of the Company, ourexecutive officers and the principal offices and positions held by each person.

NirajkumarPatel, Chief Executive Officer and Director. Nirajkumar Patel attended AISSMS College of Pharmacy in Pune, India and received a Bachelorof Science Degree in Pharmacy in 2004. After moving to the United States in 2005, Mr. Patel became a United States citizen in 2008 andobtained a master’s degree in chemistry from the Florida Institute of Technology in 2009. Mr. Patel is a prominent local businessmanin Brevard County, Florida. In 2017 and 2018, Mr. Patel served as Vice President for the Board of the Indian Association of the SpaceCoast, located in Brevard County, Florida. Mr. Patel founded, and has served as a Board member of, the Florida Independent Liquor StoresOwners Association since 2017. In 2013, Mr. Patel launched Just Chill Products LLC, a highly successful developer/manufacturer of high-endCBD products and has served as its Chief Executive Officer and Chief Science Officer since 2017. In 2017, Mr. Patel created Relax LabInc., a producer/manufacturer of a CBD relaxation beverage, and currently serves as its Chief Executive Officer and Chief Science Officer.In 2017, Mr. Patel also created RLX Lab LLC, a producer/manufacturer of a non-CBD relaxation beverage, and currently serves as its ChiefExecutive Officer and Chief Science Officer. In 2017, Mr. Patel also founded KC Innovations Lab Inc., a CBD white-label manufacturingservice and developer/producer of best-selling white-label CBD products including cosmetics, edibles, beverages, topicals, and vape oils,and currently serves as its Chief Executive Officer and Chief Science Officer. Additional companies that are owned by Nirajkumar Patel,the Chief Science & Regulatory Officer and director of our company, and/or his wife include Beach Food Store created in 2004, DiyaFood Store created in 2010, Cloud Nine 2012 created in 2012, JC Products of USA, LLC created in 2013 and Just Pick, LLC. We believe thatMr. Patel is qualified to serve on our Board because of his prior and current management experience, as well as his business experiencewithin our business industry.

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David Worner, Director. Mr.David Worner began his career in public accounting and is currently the Chief Executive Officer of GrowthPath Partners, a transactionalaccounting and advisory firm which he founded in July 2021. From August 2012 to June 2021, Mr. Worner served as a partner at NOW CFO,a national finance and accounting consulting firm. Prior to his time at NOW CFO, Mr. Worner worked as a Controller at Covario, an independentprovider of search marketing agency services, from August 2010 until August 2012. Prior to his time at Covario, from September 2006 toAugust 2012, he worked as an Accounting Manager for Securities and Exchange Commission Reporting and SOX Management for NTN Buzztime,a company that produces interactive entertainment across different platforms. Mr. Worner received a bachelor’s degree in accountingfrom the University of New Orleans in 2005. We believe Mr. Worner is qualified to serve on our Board because of his expertise in finance,organizational development and business operations.

Mark Thoenes, Director.Mr. Mark Thoenes, has more than 35 years of diverse financial and operational leadership to our company. From June 30, 2021 to August1, 2023, he served as our Interim Chief Financial Officer on a consulting basis. He has been a licensed Certified Public Accountant since1984 and began his career with Ernst & Young Global Limited. From 2000 to 2010, Mr. Thoenes served as the Executive Vice President/ChiefFinancial Officer of Rentrak Corporation (“Rentrak”), a publicly traded company listed on Nasdaq and headquartered in Portland,Oregon. Founded in 1977, Rentrak went public in 1986, and remained a public company until it was acquired by comScore, Inc. in 2016, afterMr. Thoenes left Rentrak. For the past eleven years, Mr. Thoenes has been the President of MLT Consulting Services, LLC, a full-servicebusiness/financial consulting firm. We believe Mr. Thoenes is qualified to serve on our Board because of his experience in finance, businessoperations, financial and corporate exercise serve as his main contribution to the company’s operation. He is qualified as a directorof our Company given his extensive experience in public companies and finance.

Ashesh Modi, Director:Since 2017, Mr. Modi, has been a pharmacist at Publix. Since 2016, Mr. Modi has also held a realtor license and has managed multi-milliondollar deals, earning accolades such as being named a top 1% Realtor by Lokation Real Estate in 2022. He also served as Presidentof the Indian Association of the Space Coast in Florida in 2017 -2018. After earning a Bachelor of Pharmacy degree from A R College ofPharmacy at Sardar Patel University in India, he came to USA in 2002 where he attended Master's in Public Health from the University ofOklahoma. We believe that Mr. Modi is qualified to serve on our board of directors due to his background in our industry.

Ketankumar Patel, Director:In 2017, Mr. Patel founded liquor franchise company called In and Out Liquors. Through that business, he developed a thorough understandingof how to manage and sell high-value, age-restricted products. Mr. Patel is a graduate of APC College of Pharmacy, Chikhali, Maharastra,India. After obtaining his degree in 2005, Mr. Patel moved to the United States in 2006. We believe that Mr. Patel is qualified to serveon our board of directors due to his background in our industry and the business of age-restricted products.

EricMorris. Interim Chief Financial Officer: Mr. Morris has served as our Interim Chief Financial Officer since March 2024. Prior tothis position he was our Controller from April 2023 to March 2024. He has been a licensed Certified Public Accountant since 2006. FromSept 2017 to April 2023, he worked as a fractional accounting consultant at a privately held company with a diverse group of clients.Prior to his time as a consultant, from December 2010 to August 2017, he was the Controller at a privately held Parking Meter Company.Mr. Morris received a bachelor’s degree in accounting from Linfield University in 2000. We believe that Mr. Morris is qualifiedto serve as our Interim Chief Financial Officer because of his prior and current management experience, as well as his business experiencewithin our business industry.

Director Independence

UnderNasdaq standards, a director is not “independent” unless the Board affirmatively determines that he or she does not have adirect or indirect material relationship with us or any of our subsidiaries. In addition, the director must meet the bright-line testsfor independence set forth by the Nasdaq rules. Our Board has undertaken a review of its composition, the composition of its committeesand the independence of our directors and considered whether any director has a material relationship with us that could compromise hisability to exercise independent judgment in carrying out his responsibilities. Based on these standards, the Board has determined thatMessrs. Worner, Modi, and Ketankumar Patel are “independent” directors within the meaning of listing rules of the NasdaqStock Market.

Allthe members of the Audit, Compensation and Governance and Nominating Committees are independent. In making determinations regarding directorindependence, our Board considered the relationships that each non-employee director has with us and all other facts and circ*mstancesour Board deemed relevant in determining their independence, including the director’s beneficial ownership of our Common Stock andthe relationships of our non-employee directors with certain of our significant stockholders.

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DESCRIPTION OF OFFERED SECURITIES

We are offering shares of ourcommon stock, pre-funded warrants to purchase shares of our common stock, and common warrants to purchase shares of our common stock.The following summary descriptions of our common stock, pre-funded warrants and common warrants are based on the provisions of our certificateof incorporation and bylaws, which are incorporated by reference into the registration statement which includes this prospectus, and theapplicable provisions of the Delaware General Corporation Law. This information may not be complete in all respects and is qualified inits entirety by reference to the provisions of our certificate of incorporation, bylaws and the Delaware General Corporation Law. Forinformation on how to obtain copies of our certificate of incorporation and bylaws, see the information below under the heading “WhereYou Can Find Additional Information.”

The shares of common stock, pre-fundedwarrants, and common warrants that we are offering are immediately separable and will be issued separately.

Common Stock

We currently have authority to issue up to 1,000,000,000 shares of common stock, $0.001 par value per share. As of May 29, 2024, we had 2,863,002, shares of common stock outstanding. From time to time we may amend our certificate of incorporation to increase the number of authorized shares of common stock. Any such amendment would require the approval of the holders of a majority of the voting power of the shares entitled to vote thereon.

Holders of our common stock areentitled to one vote for each share held of record on all matters submitted to a vote of stockholders, including the election of directors,and are entitled to receive dividends when and as declared by our Board out of funds legally available therefore for distribution to stockholdersand to share ratably in the assets legally available for distribution to stockholders in the event of the liquidation or dissolution,whether voluntary or involuntary, of our company. We have not paid any dividends and do not anticipate paying any dividends on our commonstock in the foreseeable future. It is our present policy to retain earnings, if any, for use in the development of our business. Ourcommon stockholders do not have cumulative voting rights in the election of directors and have no preemptive, subscription, or conversionrights. Our common stock is subject to redemption by us.

Common Warrants

The following summary of certainterms and provisions of the common warrants included in the units and pre-funded units that are being offered hereby is not complete andis subject to, and qualified in its entirety by, the provisions of the common warrant, the form of which will be filed as an exhibit tothe registration statement of which this prospectus forms a part. Prospective investors should carefully review the terms and provisionsof the form of common warrant for a complete description of the terms and conditions of the common warrants.

Duration, Exercise Price and Form

Each common warrant included in the units and pre-funded units will have an initial exercise price equal to $[●] per share (equal to 100% of the public offering price per unit). The common warrants will be immediately exercisable and may be exercised until the five-year anniversary of the original issuance date. The exercise price and number of shares of common stock issuable upon exercise are subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our common stock and the exercise price. The initial exercise price shall be reset immediately following the thirtieth (30th) calendar day following the closing date of the public offering (the “Reset Date”) to a price equal to the arithmetic average of the VWAPs of the common stock on Nasdaq during the five trading days immediately preceding the Reset Date (the “Reset Price”); provided, however, that in no event shall the Reset Price be less than 20% of the most recent closing price of our common stock on Nasdaq at the time of execution of the securities purchase agreement by the purchasers; provided further that the Rest Price cannot be lower than the initial exercise price. The common warrants will be issued separately from the common stock or the pre-funded warrants, as the case may be, and may be transferred separately immediately thereafter. The common warrants will be issued in electronic form.

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Exercisability

The common warrants will be exercisable,at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in fullfor the number of shares of our common stock purchased upon such exercise. A holder (together with its affiliates) may not exercise anyportion of such holder’s warrants to the extent that the holder would own more than 4.99% of the outstanding common stock (or atthe election of a holder prior to the date of issuance, 9.99%) immediately after exercise, except that upon at least 61 days’ priornotice from the holder to us, the holder may increase the amount of ownership of outstanding stock after exercising the holder’swarrants up to 9.99% of the number of shares of our common stock outstanding immediately after giving effect to the exercise, as suchpercentage ownership is determined in accordance with the terms of the common warrants. If, at the time of exercise there is no effectiveregistration statement registering, or the prospectus contained therein is not available for the issuance of, the shares of common stockunderlying the warrants, then the warrants may also be exercised, in whole or in part, at such time by means of a cashless exercise, inwhich case the holder would receive upon such exercise the net number of shares of common stock determined according to the formula setforth in the warrant.

Fundamental Transactions

In the event of a fundamentaltransaction, as described in the common warrants and generally including any reorganization, recapitalization or reclassification of ourcommon stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or mergerwith or into another person, the acquisition of more than 50% of our outstanding common stock, or any person or group becoming the beneficialowner of 50% of the voting power represented by our outstanding common stock, the holders of the common warrants will be entitled to receiveupon exercise of the common warrants the kind and amount of securities, cash or other property that the holders would have received hadthey exercised the common warrants immediately prior to such fundamental transaction, and the successor entity will succeed to, and besubstituted for us, and may exercise every right and power that we may exercise and will assume all of our obligations under the commonwarrants with the same effect as if such successor entity had been named in the common warrant itself. If holders of our common stockare given a choice as to the securities, cash or property to be received in a fundamental transaction, then the holder shall be giventhe same choice as to the consideration it receives upon any exercise of the common warrant following such fundamental transaction.

Warrant Agent; Global Certificate

The common warrants will be issuedin registered form under a warrant agency agreement between our transfer agent or other warrant agent and us. The common warrants willinitially be represented only by one or more global warrants deposited with the warrant agent, as custodian on behalf of The DepositoryTrust Company, or DTC, and registered in the name of Cede & Co, a nominee of DTC, or as otherwise directed by DTC.

Transferability

Subject to applicable laws, acommon warrant may be transferred at the option of the holder upon surrender of the common warrant to us together with the appropriateinstruments of transfer.

Fractional Shares

No fractional shares of commonstock will be issued upon the exercise of the common warrants. Rather, the number of shares of common stock to be issued will be roundeddown to the nearest whole number.

Trading Market

There is no established tradingmarket for the common warrants, and we do not expect a market to develop. We do not intend to apply for a listing of the common warrantson any securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the commonwarrants will be limited. The common stock issuable upon exercise of the common warrants is currently listed on Nasdaq.

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Rights as a Stockholder

Except as otherwise providedin the common warrants or by virtue of the holders’ ownership of shares of common stock, the holders of the common warrants do nothave the rights or privileges of holders of our shares of common stock, including any voting rights, until such common warrant holdersexercise their common warrants.

Governing Law

The common warrants are governed by New York law.

Pre-Funded Warrants

The following summary of certainterms and provisions of the pre-funded warrants that are being offered hereby is not complete and is subject to, and qualified in itsentirety by, the provisions of the pre-funded warrant, the form of which is filed as an exhibit to the registration statement of whichthis prospectus forms a part. Prospective investors should carefully review the terms and provisions of the form of pre-funded warrantfor a complete description of the terms and conditions of the pre-funded warrants.

Duration, Exercise Price and Form

Each pre-funded unit will besold in this offering at a purchase price equal to $[*] (equal to the purchase price per unit, minus $0.001). Each pre-fundedwarrant included in the pre-funded units offered hereby will have an initial exercise price per share equal to $0.001. The pre-fundedwarrants will be immediately exercisable and will not expire prior to exercise. The exercise price and number of shares of common stockissuable upon exercise are subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similarevents affecting our common stock. The pre-funded warrants will be issued in electronic form.

Exercisability

The pre-funded warrants willbe exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice and, at any timea registration statement registering the issuance of the shares of common stock underlying the pre-funded warrants under the SecuritiesAct of 1933, as amended (the “Securities Act”), is effective and available for the issuance of such shares, or an exemptionfrom registration under the Securities Act is available for the issuance of such shares, by payment in full in immediately available fundsfor the number of shares of common stock purchased upon such exercise. A holder (together with its affiliates) may not exercise any portionof the pre-funded warrant to the extent that the holder would own more than 4.99% (or, at the election of the holder, 9.99%) of the outstandingcommon stock immediately after exercise, except that upon notice from the holder to us, the holder may increase or decrease the beneficialownership limitation in the holder’s pre-funded warrants up to 9.99% of the number of shares of our common stock outstanding immediatelyafter giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the pre-funded warrantsprovided that any increase in the beneficial ownership limitation shall not be effective until 61 days following notice to us. If, atthe time of exercise there is no effective registration statement registering, or the prospectus contained therein is not available forthe issuance of, the shares of common stock underlying the pre-funded warrants, then the pre-funded warrants may also be exercised, inwhole or in part, at such time by means of a cashless exercise, in which case the holder would receive upon such exercise the net numberof shares of common stock determined according to the formula set forth in the pre-funded warrant.

Warrant Agent; Global Certificate

The pre-funded warrants willbe issued in registered form under a warrant agency agreement between our transfer agent or other warrant agent and us. The pre-fundedwarrants will initially be represented only by one or more global warrants deposited with the warrant agent, as custodian on behalf ofThe Depository Trust Company, or DTC, and registered in the name of Cede & Co., a nominee of DTC, or as otherwise directed by DTC.

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Transferability

Subject to applicable laws, apre-funded warrant may be transferred at the option of the holder upon surrender of the pre-funded warrant to us together with the appropriateinstruments of transfer.

Fractional Shares

No fractional sharesof common stock will be issued upon the exercise of the pre-funded warrants. Rather, the number of shares of common stock to be issuedwill be rounded up to the nearest whole number.

Trading Market

There is no established publictrading market for the pre-funded warrants, and we do not expect a market to develop. In addition, we do not intend to apply to list thepre-funded warrants on any national securities exchange or other nationally recognized trading system. Without an active trading market,the liquidity of the pre-funded warrants will be limited.

Right as a Stockholder

Except as otherwise providedin the pre-funded warrants or by virtue of such holder’s ownership of shares of our common stock, the holders of the pre-fundedwarrants do not have the rights or privileges of holders of our common stock with respect to the shares of common stock underlying thepre-funded warrants, including any voting rights, until they exercise their pre-funded warrants. The pre-funded warrants will providethat holders have the right to participate in distributions or dividends paid on our common stock.

Fundamental Transaction

In the event of a fundamentaltransaction, as described in the pre-funded warrants and generally including any reorganization, recapitalization or reclassificationof our common stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidationor merger with or into another person, the acquisition of more than 50% of our outstanding common stock, or any person or group becomingthe beneficial owner of 50% of the voting power represented by our outstanding common stock, the holders of the pre-funded warrants willbe entitled to receive upon exercise of the pre-funded warrants the kind and amount of securities, cash or other property that the holderswould have received had they exercised the pre-funded warrants immediately prior to such fundamental transaction, and the successor entitywill succeed to, and be substituted for us, and may exercise every right and power that we may exercise and will assume all of our obligationsunder the pre-funded warrants with the same effect as if such successor entity had been named in the pre-funded warrant itself. If holdersof our common stock are given a choice as to the securities, cash or property to be received in a fundamental transaction, then the holdershall be given the same choice as to the consideration it receives upon any exercise of the pre-funded warrant following such fundamentaltransaction.

Amendment and Waiver

The pre-funded warrants may bemodified or amended or the provisions thereof waived with the written consent of our company and the respective holder.

Governing Law

The pre-funded warrants are governed by New York law.

Transfer Agent; Warrant Agent

The transfer agent and registrar for our common stock is vStockLLC. The warrant agent for the common warrants and the pre-funded warrants will be vStock Transfer, LLC.

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Certain Effects of Delaware Law and Certificate of Incorporation andBylaw Provisions

Certain provisions in our Certificate of Incorporation and Bylaws, as wellas certain provisions of the DGCL, may be deemed to have an anti-takeover effect and may delay, deter, or prevent a tender offer or takeoverattempt that a stockholder might consider to be in its best interests, including attempts that might result in a premium being paid overthe market price of the shares held by stockholders. These provisions contained in our Certificate of Incorporation and Bylaws includethe items described below.

These and other provisions contained in our Certificate of Incorporationand Bylaws are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed toencourage persons seeking to acquire control of us to first negotiate with our Board. However, these provisions could delay or discouragetransactions involving an actual or potential change in control of us, including transactions in which stockholders might otherwise receivea premium for their shares over then current prices. Such provisions could also limit the ability of stockholders to remove current managementor approve transactions that stockholders may deem to be in their best interests.

In addition, we are subject to the provisions of Section 203 of the DGCL.Section 203 of the DGCL prohibits a publicly-held Delaware corporation from engaging in a “business combination” with an “interestedstockholder” for a period of three years after the person became an interested stockholder, unless:

A “business combination” includes mergers, asset sales, andother transactions resulting in a financial benefit to the interested stockholder. Subject to certain exceptions, an “interestedstockholder” is a person who, together with affiliates and associates, owns, or within the prior three years did own, 15% or moreof a corporation’s voting stock.

Section 203 of the DGCL could depress our stock price and delay, discourage,or prohibit transactions not approved in advance by our Board, such as takeover attempts that might otherwise involve the payment to ourstockholders of a premium over the market price of our common stock.

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PLAN OF DISTRIBUTION

We are offering on a bestefforts basis up to 3,012,048 units or pre-funded units, based on an assumed public offering price of $1.66 per unit or $1.659 per pre-fundedunit., which represents the closing price of our common stock on the Nasdaq Stock Market, LLC on May 28, 2024, for gross proceeds ofup to approximately $5,000,000 before deduction of placement agent fees and offering expenses. There is no minimum amount of proceedsthat is a condition to closing of this offering. The actual amount of gross proceeds, if any, in this offering could vary substantiallyfrom the gross proceeds from the sale of the maximum amount of securities being offered in this prospectus.

Pursuant to a placement agencyagreement, dated as of [*], 2024, we have engaged Maxim Group LLC to act as our exclusive placement agent to solicit offers to purchasethe securities offered by this prospectus. The placement agent is not purchasing or selling any securities, nor is it required to arrangefor the purchase and sale of any specific number or dollar amount of securities, other than to use its “best efforts” to arrangefor the sale of the securities by us. Therefore, we may not sell the entire amount of securities being offered. Investors purchasing securitiesoffered hereby will have the option to execute a securities purchase agreement with us. In addition to the rights and remedies availableto all investors in this offering under federal and state securities laws, the investors which enter into a securities purchase agreementwill also be able to bring claims of breach of contract against us. Investors who do not enter into a securities purchase agreement shallrely solely on this prospectus in connection with the purchase of our securities in this offering. The placement agent may engage oneor more subagents or selected dealers in connection with this offering.

The placement agency agreementprovides that the placement agent’s obligations are subject to conditions contained in the placement agency agreement.

The units will be offered ata fixed price and are expected to be issued in a single closing. There is no minimum number of units to be sold or minimum aggregate offeringproceeds for this offering to close.

We will deliver the securitiesbeing issued to the investors upon receipt of investor funds for the purchase of the securities offered pursuant to this prospectus. Weexpect to deliver the securities being offered pursuant to this prospectus on or about [*], 2024.

Placement Agent Fees, Commissions and Expenses

Upon the closing of this offering,we will pay the placement agent a cash transaction fee equal to 7% of the aggregate gross cash proceeds to us from the sale of the securitiesin the offering. In addition, we will reimburse the placement agent for certain of its out-of-pocket expenses incurred in connection withthis offering, including the placement agent’s legal fees, and actual travel and reasonable out-of-pocket expenses, in an amountnot to exceed $100,000. If this offering is not completed, we have agreed to reimburse the placement agent for its actual expenses inan amount not to exceed 25,000. We have paid an advance in the amount of $25,000 to the placement agent, which will be applied againstthe placement agent’s accountable out-of-pocket expenses and will be reimbursed to us to the extent not incurred.

The following table shows thepublic offering price, placement agent fees and proceeds, before expenses, to us, assuming the sale of all units in this offering andno sale of any pre-funded units in this offering.

We estimate that the totalexpenses of the offering, including registration and filing fees, printing fees and legal and accounting expenses, but excluding theplacement agent fees, will be approximately $360,000, all of which are payable by us. This figure includes, among other things, the placementagent’s expenses (including the legal fees, costs and expenses for the placement agent’s legal counsel) that we have agreedto reimburse.

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Lock-Up Agreements

We, each of our officers and directors and all holders of securities exercisablefor or convertible into in excess of ten percent (10%) of the outstanding shares of common stock shall enter into customary “lock-up”agreements in favor of the placement agent pursuant to which such persons and entities shall agree, for a period of ninety (90) days afterthe closing of this offering, that they shall neither offer, issue, sell, contract to sell, encumber, grant any option for the sale ofor otherwise dispose of any of our securities without the placement agent’s prior written consent, including the issuance of sharesof Common Stock upon the exercise of currently outstanding options.

The placement agent may in itssole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expirationof the lock-up period. When determining whether or not to release shares from the lock-up agreements, the placement agent will consider,among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is beingrequested and market conditions at the time.

In addition, we have alsoagreed with the placement agent that until the three-month anniversary of the closing date of this offering, we will not affect or enterinto an agreement to effect a “Variable Rate Transaction” as defined in the placement agency agreement to be entered intowith each purchaser.

Right of First Refusal

Upon the closing of the offeringor Financing (as defined below), we have agreed to grant the placement agent a right of first refusal for a period of eighteen (18) monthsfrom such closing, to act as sole managing underwriter and sole book runner, sole placement agent, or sole sales agent, for any and allfuture public or private equity, equity-linked or debt (excluding commercial bank debt) offerings for which we retain the service of anunderwriter, agent, advisor, finder or other person or entity in connection with such offering during such eighteen (18) month periodof the Company (and any successor thereto). We shall not offer to retain any entity or person in connection with any such offering onterms more favorable than terms on which it offers to retain the placement agent. Such offer shall be made in writing in order to be effective.The placement agent shall notify us within ten (10) business days of its receipt of the written offer contemplated above as to whetherit agrees to accept such retention. “Financing” shall mean, where an underwriter, placement agent and/or finder is utilizedin transactions involving third parties who may be interested in providing financing to the Company including equity, equity-linked, convertibleand/or debt securities.

Indemnification

We have agreed to indemnify theplacement agent against certain liabilities, including liabilities under the Securities Act, and to contribute to payments that the placementagent may be required to make for these liabilities.

Regulation M

The placement agent may be deemedto be an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and any commissions received by it and any profit realizedon the resale of the securities sold by it while acting as principal might be deemed to be underwriting discounts or commissions underthe Securities Act. As an underwriter, the placement agent would be required to comply with the requirements of the Securities Act andthe Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, without limitation, Rule 10b-5 and RegulationM under the Exchange Act. These rules and regulations may limit the timing of purchases and sales of our securities by the placement agentacting as principal. Under these rules and regulations, the placement agent (i) may not engage in any stabilization activity in connectionwith our securities and (ii) may not bid for or purchase any of our securities or attempt to induce any person to purchase any of oursecurities, other than as permitted under the Exchange Act, until it has completed its participation in the distribution.

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Determination of Offering Price and Warrant Exercise Price

The actual offering price ofthe units and pre-funded units we are offering, and the exercise price of the common warrants included in the units and pre-funded unitsthat we are offering, were negotiated between us, the placement agent and the investors in the offering based on the trading of our sharesof common stock prior to the offering, among other things. Other factors considered in determining the public offering price of the securitieswe are offering, as well as the exercise price of the common warrants that we are offering, include our history and prospects, the stageof development of our business, our business plans for the future and the extent to which they have been implemented, an assessment ofour management, the general conditions of the securities markets at the time of the offering and such other factors as were deemed relevant.

Electronic Distribution

A prospectus in electronic formatmay be made available on a website maintained by the placement agent or an affiliate. Other than this prospectus, the information on theplacement agent’s website and any information contained in any other website maintained by the placement agent is not part of thisprospectus or the registration statement of which this prospectus form a part, has not been approved and/or endorsed by us or the placementagent, and should not be relied upon by investors. In connection with the offering, the placement agent or selected dealers may distributeprospectuses electronically. No forms of electronic prospectus other than prospectuses that are printable as Adobe® PDF will be usedin connection with this offering.

Other than the prospectus inelectronic format, the information on the placement agent’s website and any information contained in any other website maintainedby the placement agent is not part of the prospectus or the registration statement of which this prospectus forms a part, has not beenapproved and/or endorsed by us or the placement agent in its capacity as placement agent and should not be relied upon by investors.

Other Relationships

The placement agent and certainof its affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercialand investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerageactivities. The placement agent and certain of its affiliates have, from time to time, performed, and may in the future perform, variouscommercial and investment banking and financial advisory services for us and our affiliates, for which they received or will receive customaryfees and expenses. However, except as disclosed in this prospectus, we have no present arrangements with the placement agent for any furtherservices.

In the ordinary course of theirvarious business activities, the placement agent and certain of its affiliates may make or hold a broad array of investments and activelytrade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own accountand for the accounts of their customers, and such investment and securities activities may involve securities and/or instruments issuedby us and our affiliates. If the placement agent or its affiliates have a lending relationship with us, they routinely hedge their creditexposure to us consistent with their customary risk management policies. The placement agent and its affiliates may hedge such exposureby entering into transactions that consist of either the purchase of credit default swaps or the creation of short positions in our securitiesor the securities of our affiliates, including potentially the securities offered hereby. Any such short positions could adversely affectfuture trading prices of the securities offered hereby. The placement agent and certain of its affiliates may also communicate independentinvestment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such securitiesor instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities andinstruments.

Listing

Our common stock is traded on Nasdaq under the symbol “KAVL”.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is vStockTransfer, LLC.

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Selling Restrictions

Other than in the United States,no action has been taken by us or the placement agent that would permit a public offering of the securities offered by this prospectusin any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directlyor indirectly, nor may this prospectus or any other offering material or advertisem*nts in connection with the offer and sale of any suchsecurities be distributed or published, in any jurisdiction, except under circ*mstances that will result in compliance with the applicablerules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves aboutand to observe any restrictions relating to this offering and the distribution of this prospectus. This prospectus does not constitutean offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offeror a solicitation is unlawful.

Australia. No placementdocument, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and InvestmentsCommission (ASIC), in relation to the offering.

This prospectus does not constitutea prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (the Corporations Act) and doesnot purport to include the information required for a prospectus, product disclosure statement or other disclosure document under theCorporations Act.

Any offer in Australia of thesecurities may only be made to persons (the Exempt Investors) who are “sophisticated investors” (within the meaning of section708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act)or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the securitieswithout disclosure to investors under Chapter 6D of the Corporations Act.

The securities applied for byExempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under theoffering, except in circ*mstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuantto an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complieswith Chapter 6D of the Corporations Act. Any person acquiring securities must observe such Australian on-sale restrictions.

This prospectus contains generalinformation only and does not take account of the investment objectives, financial situation or particular needs of any particular person.It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need toconsider whether the information in this prospectus is appropriate to their needs, objectives and circ*mstances, and, if necessary, seekexpert advice on those matters.

Brazil. The offerof securities described in this prospectus will not be carried out by means that would constitute a public offering in Brazil under LawNo. 6,385, of December 7, 1976, as amended, under the CVM Rule (Instrução) No. 400, of December 29, 2003. The offer andsale of the securities have not been and will not be registered with the Comissão de Valores Móbilearios in Brazil. Thesecurities have not been offered or sold, and will not be offered or sold in Brazil, except in circ*mstances that do not constitute apublic offering or distribution under Brazilian laws and regulations.

Canada. The securitiesmay be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as definedin National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients,as defined in National Instrument 31 103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale ofthe securities must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicablesecurities laws.

Securities legislation in certainprovinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus supplement (includingany amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaserwithin the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should referto any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rightsor consult with a legal advisor.

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Pursuant to section 3A.3 of NationalInstrument 33 105 Underwriting Conflicts (NI 33 105), the placement agent is not required to comply with the disclosure requirements ofNI 33-105 regarding conflicts of interest in connection with this offering.

Cayman Islands. No invitation, whether directlyor indirectly, may be made to the public in the Cayman Islands to subscribe for our securities.

European Economic Area.In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “RelevantMember State”) an offer to the public of any securities may not be made in that Relevant Member State, except that an offer to thepublic in that Relevant Member State of any securities may be made at any time under the following exemptions under the Prospectus Directive,if they have been implemented in that Relevant Member State:

For the purposes of this provision,the expression an “offer to the public” in relation to any securities in any Relevant Member State means the communicationin any form and by any means of sufficient information on the terms of the offer and any securities to be offered so as to enable an investorto decide to purchase any securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directivein that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, includingthe 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measurein the Relevant Member State, and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

Hong Kong. Thecontents of this prospectus have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relationto the offer. If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice.Please note that (i) our shares may not be offered or sold in Hong Kong, by means of this prospectus or any document other than to “professionalinvestors” within the meaning of Part I of Schedule 1 of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) (SFO)and any rules made thereunder, or in other circ*mstances which do not result in the document being a “prospectus” within themeaning of the Companies Ordinance (Cap.32, Laws of Hong Kong) (CO) or which do not constitute an offer or invitation to the public forthe purpose of the CO or the SFO, and (ii) no advertisem*nt, invitation or document relating to our shares may be issued or may be inthe possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere) which is directed at, or the contentsof which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of HongKong) other than with respect to the shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professionalinvestors” within the meaning of the SFO and any rules made thereunder.

Israel. This documentdoes not constitute a prospectus under the Israeli Securities Law, 5728-1968, or the Securities Law, and has not been filed with or approvedby the Israel Securities Authority. In the State of Israel, this document is being distributed only to, and is directed only at, and anyoffer of the shares is directed only at, investors listed in the first addendum, or the Addendum, to the Israeli Securities Law, consistingprimarily of joint investment in trust funds, provident funds, insurance companies, banks, portfolio managers, investment advisors, membersof the Tel Aviv Stock Exchange, underwriters, venture capital funds, entities with equity in excess of NIS 50 million and “qualifiedindividuals”, each as defined in the Addendum (as it may be amended from time to time), collectively referred to as qualified investors(in each case purchasing for their own account or, where permitted under the Addendum, for the accounts of their clients who are investorslisted in the Addendum). Qualified investors will be required to submit written confirmation that they fall within the scope of the Addendum,are aware of the meaning of same and agree to it.

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The People’sRepublic of China. This prospectus may not be circulated or distributed in the PRC and the shares may not be offered or sold,and will not offer or sell to any person for re-offering or resale directly or indirectly to any resident of the PRC except pursuant toapplicable laws, rules and regulations of the PRC. For the purpose of this paragraph only, the PRC does not include Taiwan and the specialadministrative regions of Hong Kong and Macau.

Switzerland. Thesecurities may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (the SIX) or on any other stockexchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards forissuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectusesunder art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland.Neither this document nor any other offering or marketing material relating to the securities or the offering may be publicly distributedor otherwise made publicly available in Switzerland.

Neither this document nor anyother offering or marketing material relating to the offering, or the securities have been or will be filed with or approved by any Swissregulatory authority. In particular, this document will not be filed with, and the offer of securities will not be supervised by, theSwiss Financial Market Supervisory Authority FINMA, and the offer of securities has not been and will not be authorized under the SwissFederal Act on Collective Investment Schemes (CISA). Accordingly, no public distribution, offering or advertising, as defined in CISA,its implementing ordinances and notices, and no distribution to any non-qualified investor, as defined in CISA, its implementing ordinancesand notices, shall be undertaken in or from Switzerland, and the investor protection afforded to acquirers of interests in collectiveinvestment schemes under CISA does not extend to acquirers of securities.

Taiwan. The securitieshave not been and will not be registered with the Financial Supervisory Commission of Taiwan pursuant to relevant securities laws andregulations and may not be sold, issued or offered within Taiwan through a public offering or in circ*mstances which constitutes an offerwithin the meaning of the Securities and Exchange Act of Taiwan that requires a registration or approval of the Financial SupervisoryCommission of Taiwan. No person or entity in Taiwan has been authorized to offer, sell, give advice regarding or otherwise intermediatethe offering and sale of the securities in Taiwan.

United Kingdom.This prospectus has only been communicated or caused to have been communicated and will only be communicated or caused to be communicatedas an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and MarketsAct of 2000, or the FSMA) as received in connection with the issue or sale of our common stock in circ*mstances in which Section 21(1)of the FSMA does not apply to us. All applicable provisions of the FSMA will be complied with in respect to anything done in relationto our common stock in, from or otherwise involving the United Kingdom.

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LEGAL MATTERS

The validity of the securitiesoffered hereby will be passed upon for us by Sichenzia Ross Ference Carmel LLP, New York, New York. Loeb & Loeb LLP, New York, NY,is acting as counsel to the placement agent.

EXPERTS

Our consolidated balance sheets as of October 31, 2023 and 2022 and the relatedconsolidated statements of operations, changes in stockholders’ equity and cash flows for the years then ended, incorporated byreference into this prospectus, have been audited by MaloneBailey, LLP, our independent registered public accounting firm, with respectthereto, and has been so included in reliance upon the report (which report includes an explanatory paragraph relating to going concern)of such firm given on their authority as experts in accounting and auditing

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WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly andspecial reports, proxy statements and other documents with the SEC. You may read and copy any document we file at the SEC’s publicreference room at 100 F Street, N.E., Washington, D.C. 20549. You should call 1-800-SEC-0330 for more information on the public referenceroom. The SEC maintains an Internet website at www.sec.gov that contains reports, proxy and information statements, and other informationregarding issuers of securities, like us, that file electronically with the SEC. Our SEC filings are available to you on the SEC’sInternet website. We also maintain a website at https://kaivalbrands.com, which provides additional information about the Company.The contents of our website or any other website, however, are not a part of this prospectus and is not incorporated by reference intothis prospectus. Our website address is included as an inactive textual reference only.

This prospectus is part of aregistration statement on Form S-1 that we filed with the SEC to register the securities to be offered hereby. This prospectus does notcontain all of the information included in the registration statement, including certain exhibits and schedules. You may obtain the registrationstatement and exhibits to the registration statement from the SEC at the address listed above or from the SEC’s website listed above.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

We are incorporating by referencecertain documents we file with the SEC, which means that we can disclose important information to you by referring you to those documents.The information in the documents incorporated by reference is considered to be part of this prospectus. We incorporate by reference thedocuments listed below and any future filings we may make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act afterthe date of this prospectus and before the termination of the offering. Additionally, all filings filed by the registrant pursuant tothe Exchange Act after the date of the initial registration statement and prior to effectiveness of the registration statement shall bedeemed to be incorporated by reference into this prospectus.

In no event, however, will anyof the information that we “furnish” to the SEC in any current report on Form 8-K or any other report or filing be incorporatedby reference into, or otherwise included in, this prospectus.

Information contained in thisprospectus supplements, modifies or supersedes, as applicable, the information contained in earlier-dated documents incorporated by reference.Information contained in later-dated documents incorporated by reference supplements, modifies or supersedes, as applicable, the informationcontained in this prospectus or in earlier-dated documents incorporated by reference.

We will provide to each person,including any beneficial owner, to whom a prospectus has been delivered, free of charge, upon oral or written request, copies of any documentsthat we have incorporated by reference into this prospectus. You may request, orally or in writing, a copy of these documents, and anyexhibits incorporated by reference in these documents, which will be provided to you at no cost, by contacting:

KAIVAL BRANDS INNOVATIONS GROUP, INC

4460 Old Dixie Highway

Grant-Valkaria,Florida32949

Attention: Interim Chief Financial Officer, Eric Morris

Telephone: (833)452-4825

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The SEC maintains anInternet site that contains reports, proxy and information statements, and other information regarding issuers that file electronicallywith the SEC and state the address of that site (www.sec.gov) and these reports, proxy and information statements are also availablethrough our website at https://ir.kaivalbrands.com/overview/default.aspx

You should rely only on the informationcontained in this prospectus, including information incorporated by reference as described above, or any prospectus supplement that wehave specifically referred you to. We have not authorized anyone else to provide you with different information. You should not assumethat the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of thosedocuments or that any document incorporated by reference is accurate as of any date other than its filing date. You should not considerthis prospectus to be an offer or solicitation relating to the securities in any jurisdiction in which such an offer or solicitation relatingto the securities is not authorized. Furthermore, you should not consider this prospectus to be an offer or solicitation relating to thesecurities if the person making the offer or solicitation is not qualified to do so, or if it is unlawful for you to receive such an offeror solicitation.

Disclosure of Commission Position on Indemnificationfor Securities Act Liabilities

Insofar as indemnification forliabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuantto the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnificationis against public policy as expressed in the Act and is therefore unenforceable.

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Up to 3,012,048 Units consisting of

Up to 3,012,048 Shares of Common Stock and

Up to 4,518,072 Common Warrants to purchaseUp to 4,518,072 Shares of Common Stock

Up to 3,012,048 Pre-Funded Units consistingof

Up to 3,012,048 Pre-Funded Warrants to purchaseUp to 3,012,048 Shares of Common Stock and

Up to 4,518,072 Common Warrants to purchaseUp to 4,518,072 Shares of Common Stock

Up to 3,012,048 Shares of Common Stock Underlyingthe Pre-Funded Warrants

Up to 4,518,072 Shares of Common Stock Underlyingthe Common Warrants

PROSPECTUS

[•], 2024

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

The estimated expenses payable by us in connection with the issuanceand distribution of the securities being registered are as follows:

* Estimated solely for the purposes of this Item. Actual expenses may vary.

Section 145 of the Delaware GeneralCorporation Law (“DGCL”) authorizes a corporation to indemnify its directors and officers against liabilities arising outof actions, suits and proceedings to which they are made or threatened to be made a party by reason of the fact of their prior or currentservice to the corporation as a director or officer, in accordance with the provisions of Section 145, which are sufficiently broad topermit indemnification under certain circ*mstances for liabilities arising under the Securities Act of 1933, as amended (the “SecuritiesAct”). The indemnity may cover expenses (including attorneys’ fees) judgments, fines and amounts paid in settlement actuallyand reasonably incurred by the director or officer in connection with any such action, suit or proceeding. Section 145 permits corporationsto pay expenses (including attorneys’ fees) incurred by directors and officers in advance of the final disposition of such action,suit or proceeding. In addition, Section 145 provides that a corporation has the power to purchase and maintain insurance on behalf ofits directors and officers against any liability asserted against them and incurred by them in their capacity as a director or officer,or arising out of their status as such, whether or not the corporation would have the power to indemnify the director or officer againstsuch liability under Section 145.

Our certificate of incorporation,as amended (the “Certificate of Incorporation”), provides that, unless otherwise required under applicable law, (a) a directorshall not be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, and (b) we shallindemnify any director or officer made a party to an action or proceeding, whether criminal, civil, administrative or investigative, byreason of the fact of such person’s current or prior service as a director or officer of the Company any predecessor of the Company,or any other enterprise per the Company’s or any predecessor to the Company’s request.

Our bylaws provide that (a) weshall indemnify and hold harmless our directors and officers to the maximum extent and in the manner permitted by the DGCL against expenses(including attorneys’ fees) reasonably incurred in connection with any proceeding, whether civil, criminal, administrative or investigative,arising by reason of the fact that such person is or was an agent of the corporation, (b) we shall advance expenses incurred by any directoror officer prior to the final disposition of any proceeding to which the director or officer was or is or is threatened to be made a partypromptly following a request therefore, subject to certain limited requirements, and (c) the rights conferred in our Bylaws are not exclusive.

We have also obtained insurancepolicies covering our directors and officers with respect to certain liabilities, including liabilities arising under the Securities Act.

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The foregoing represents a summaryof the general effect of the DGCL, our Certificate of Incorporation, and any other contracts or arrangements of the Company relating toindemnification, and is qualified in its entirety by reference to, the terms and provisions of the DGCL, our Certificate of Incorporation,and such other contracts or arrangements relating to indemnification.

The following sets forth informationregarding all unregistered securities sold by us in transactions that were exempt from the requirements of the Securities Act in the lastthree years. Except where noted, all of the securities discussed in this Item 15 were all issued in reliance on the exemption under Section4(a)(2) of the Securities Act without engaging in any advertising or general solicitation of any kind, and unless otherwise indicated,without payment of placement agent fees or commissions.

Common Stock

Our authorized Common Stock consistsof 1,000,000,000 shares with a par value of $0.001 per share. There were 2,793,386 shares of Common Stock issued and outstanding as ofOctober 31, 2023 as compared to 2,674,718 shares of the Common Stock issued and outstanding as of October 31, 2022.

During the three months endedJanuary 31, 2024, the Company issued16,667shares of common stock to a FINRA member broker-dealer in connection with the terminationof its relationship with such broker dealer.The fair value was $62,000based on the closing price of the common stock on thetermination date and recorded asstock-basedcompensation. Such FINRA member is not participating in this public offering.

During the year ended October31, 2023, we issued 95,239 shares of Common Stock as consideration for the acquisition of intellectual property assets from GoFire. Wealso issued 4,381 shares of Common Stock as compensation for advisory services rendered in connection with the GoFire APA.

During the year ended October31, 2023, we issued 19,048 shares of Common Stock as part of a loan transaction with AJB Investments entered into on August 9, 2023. Suchloan has been repaid in full as of the date of this prospectus.

During the fiscal year endedOctober 31, 2022, third parties exercised warrants to purchase 40,744 shares of our Common Stock for net proceeds of $1,625,650.

During the fiscal year endedOctober 31, 2022, we issued 5,870 shares of Common Stock with the fair value of $172,379 to employees for services RSUs that were settledwith common shares. Of the shares issued to employees, 2,130 shares were withheld by us to satisfy tax withholding obligations equal to$59,862.

During the fiscal year endedOctober 31, 2022, 618 shares of our Common Stock were issued to an individual as compensation for consulting services rendered to us.We issued the shares in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act (in that the issuanceof shares of our Common Stock did not involve any public offering).

During the fiscal year endedOctober 31, 2022, 731 shares of our Common Stock were issued to QuikfillRx, LLC as compensation for marketing and promotion services renderedto us. We issued the shares in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act (in thatthe issuance of shares of our Common Stock did not involve any public offering).

During the fiscal year endedOctober 31, 2022, 539 shares of our Common Stock were issued to an individual as compensation for professional legal services renderedto us. We issued the shares in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act (in thatthe issuance of shares of our Common Stock did not involve any public offering).

During the fiscal year ended,October 31, 2022, all 3,000,000 shares of Series A Preferred Stock were converted into shares of Common Stock by Kaival Holdings, ourmajority stockholder. The conversion of 3,000,000 shares of Series A Preferred Stock, at a conversion rate of 0.3968, equaled 1,190,477shares of Common Stock. As a result, the authorized, preferred stock of the Company consists of 5,000,000 shares with a par value of $0.001per share, with 0 shares of preferred stock issued or outstanding as of October 31, 2022.

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Series B Convertible PreferredStock

We issued 900,000 shares of the Series B Preferred Stock as considerationfor the acquisition of intellectual property assets from GoFire in May 2023. The Series B Preferred Stock carries no voting rights except:(i) with respect to the ability of the holders of a majority of the then outstanding Series B Preferred Stock (the “Majority Holders”),to nominate a director to our board of directors, and (ii) that the vote of the Majority Holders is necessary for effecting any amendmentto the Company’s Certificate of Incorporation or Certificate of Designation that affects the Series B Preferred Stock. The SeriesB Preferred Stock is redeemable at our option at a redemption price of $15 per share, subject to potential downward adjustments basedon the trading price of the Common Stock. Subject to additional limitations in the GoFire APA, the Series B Preferred Stock holds seniorityover the Common Stock and each other class of series of securities now existing or hereafter authorized with respect to dividend rights,the distribution of assets upon liquidation, and dissolution and redemption rights. Upon a liquidation and winding up of our company,the holders of Series B Preferred Stock are entitled to a liquidation preference of $15 per share (the “Liquidation Preference”),though the redemption may be adjusted downward based on the trading price of the Common Stock at the time of liquidation. The holdersof Series B Preferred Stock are entitled to receive a dividend equal to 2% of the Liquidation Preference, accruing from May 30, 2023 andpayable on the eighteen-month anniversary of May 30, 2023. Dividends compound on each six month anniversary of the original issuance date.No preemptive rights are granted to the holders of Series B Preferred Stock. The Majority Holders have the ability to cause a voluntaryconversion of the Series B Preferred Stock into Common Stock at a conversion rate of 0.3968 shares of Common Stock per share of SeriesB Preferred Stock which may only occur on or after the following dates 18 month, 24 month, 36, month, 48 month, and 60 month anniversaryof the original issuance date; and only up to 180,000 number of shares of Series B Preferred Stock on each of the these dates. All sharesof Series B Preferred Stock will automatically convert to Common Stock upon the occurrence of a Change of Control (as defined in the GoFire APA).

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* Filed herewith.

** Previously filed

(1)Schedules and Exhibitsomitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule tothe Securities and Exchange Commission upon request; provided, however, that the Company may request confidential treatment pursuantto Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any Schedule or Exhibit so furnished.

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The undersigned registrant hereby undertakes:

(1) To file, during anyperiod in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include anyprospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) Toreflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effectiveamendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registrationstatement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securitiesoffered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering rangemay be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume andprice represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables”or “Calculation of Registration Fee” table, as applicable, in the effective registration statement;

(iii) Toinclude any material information with respect to the plan of distribution not previously disclosed in the registration statement or anymaterial change to such information in the registration statement;

provided, however, thatparagraphs (i), (ii) and (iii) do not apply if the information required to be included in a post-effective amendment by those paragraphsis contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the SecuritiesExchange Act of 1934 that are incorporated by reference in the registration statement.

(2) That,for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to bea new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemedto be the initial bona fide offering thereof.

(3) To removefrom registration by means of a post-effective amendment any of the securities being registered which remain unsold at the terminationof the offering.

(4) That,for the purpose of determining liability under the Securities Act of 1933 to any purchaser: each prospectus filed pursuant to Rule 424(b)as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectusesfiled in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first usedafter effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registrationstatement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that ispart of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modifyany statement that was made in the registration statement or prospectus that was part of the registration statement or made in any suchdocument immediately prior to such date of first use.

(5) That,for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distributionof the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuantto this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securitiesare offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller tothe purchaser and will be considered to offer or sell such securities to such purchaser:

(i) any preliminaryprospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

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(ii) anyfree writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by theundersigned registrant;

(iii) theportion of any other free writing prospectus relating to the offering containing material information about the undersigned registrantor its securities provided by or on behalf of the undersigned registrant; and

(iv) any othercommunication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6) Insofaras indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling personsof the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securitiesand Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In theevent that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paidby a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is assertedby such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in theopinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the questionwhether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication ofsuch issue.

(7) (A)For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filedas part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuantto Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the timeit was declared effective.

(B) Forthe purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectusshall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities atthat time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirementsof the Securities Act 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned,thereunto duly authorized.

Pursuant to the requirementsof the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the datesindicated.

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EXHIBIT 1.1

[_______], 2024

Kaival Brands Innovations Group, Inc.

4460 Old Dixie Highway

Grant-Valkaria, Florida 32949

Attention: Mr. Nirajkumar Patel, Executive Officer& Director

Dear Mr. Patel:

This letter (the “Agreement”)constitutes the agreement between Maxim Group LLC (“Maxim”) (the “Placement Agent”) and KaivalBrands Innovations Group, Inc., a Delaware corporation (the “Company”), pursuant to which the Placement Agent shallserve as the exclusive placement agent for the Company, on a “best efforts” basis, in connection with the proposed placement(the “Placement”) of common stock (the “Shares”) of the Company, par value $0.001 per share (“CommonStock”), pre-funded warrants (the “Pre-Funded Warrants”), and warrants to purchase shares of Common Stock(“Purchase Warrants” and together with the Pre-Funded Warrants, the “Warrants” and together withthe Shares and the shares of Common Stock underlying the Warrants (the “Warrant Shares”), the “Securities”).The terms of the Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser”and collectively, the “Purchasers”) and nothing herein constitutes that the Placement Agent would have the poweror authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placement.This Agreement and the documents executed and delivered by the Company and the Purchasers in connection with the Placement, includingbut not limited to the Purchase Agreement (as defined below), shall be collectively referred to herein as the “Transaction Documents.”The date of the closing of the Placement shall be referred to herein as the “Closing Date.” The Company expresslyacknowledges and agrees that the Placement Agent’s obligations hereunder are on a reasonable best efforts basis only and that theexecution of this Agreement does not constitute a commitment by the Placement Agent to purchase the Securities and does not ensure thesuccessful placement of the Securities or any portion thereof or the success of the Placement Agent with respect to securing any otherfinancing on behalf of the Company. Following the prior written consent of the Company, the Placement Agent may retain other brokers ordealers to act as sub-agents or selected-dealers on its behalf in connection with the Placement. The sale of the Securities to any Purchaserwill be evidenced by a securities purchase agreement (the “Purchase Agreement”) between the Company and such Purchaserin a form mutually agreed upon by the Company and the Placement Agent. Capitalized terms that are not otherwise defined herein have themeanings given to such terms in the Purchase Agreement. Prior to the signing of any Purchase Agreement, executive officers of the Companywill be available upon reasonable notice and during normal business hours to answer inquiries from prospective Purchasers.

SECTION1.REPRESENTATIONS AND WARRANTIES OF THE COMPANY; COVENANTS OF THE COMPANY.

A.Representationsof the Company. Each of the representations and warranties and covenants made by the Company to the Purchasers in the Purchase Agreementin connection with the Placement is hereby incorporated herein by reference into this Agreement (as though fully restated herein) andis, as of the date of this Agreement and as of the Closing Date, hereby made to, and in favor of, the Placement Agent. In addition tothe foregoing, the Company represents and warrants that:

1.TheCompany has filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1(File No. 333-279045) under the Securities Act, which was declared effective on May [___], 2024 (the “Registration Statement”)for the registration of the Shares, the Warrants and the Warrant Shares under the Securities Act. Following the determination of pricingamong the Company and the prospective Investors introduced to the Company by Placement Agent, the Company will file with the Commissionpursuant to Rules 430A and 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”)of the Commission promulgated thereunder, a final prospectus relating to the placement of the Shares, the Warrants and the Warrant Shares,and the plan of distribution thereof and will advise the Placement Agent of all further information (financial and other) with respectto the Company required to be set forth therein. Such prospectus in the form in which it appears in the Registration Statement at thetime of effectiveness, is hereinafter called the “Preliminary Prospectus” and the final prospectus, in the form inwhich it will be filed with the Commission pursuant to Rules 430A and/or 424(b) (including the Preliminary Prospectus as it may be amendedor supplemented) is hereinafter called the “Final Prospectus.” The Registration Statement at the time it originallybecame effective is hereinafter called the “Original Registration Statement.” Any reference in this Agreement to theRegistration Statement, the Original Registration Statement, the Preliminary Prospectus or the Final Prospectus shall be deemed to referto and include the documents incorporated by reference therein (the “Incorporated Documents”), if any, which were orare filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), at any given time, as the casemay be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” withrespect to the Registration Statement, the Original Registration Statement, the Preliminary Prospectus or the Final Prospectus shall bedeemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the date of thePreliminary Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference. All references inthis Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,”“referenced,” “set forth” or “stated” in the Registration Statement, the Preliminary Prospectus orthe Final Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedulesand other information which is or is deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectusor the Final Prospectus, as the case may be. As used in this paragraph and elsewhere in this Agreement, “Time of Sale DisclosurePackage” means the Preliminary Prospectus, the Transaction Documents, the final terms of the Placement provided to the Investorsin writing, and any issuer free writing prospectus as defined in Rule 433 of the Securities Act (each, an “Issuer Free WritingProspectus”), if any, that the parties hereto shall hereafter expressly agree in writing to treat as part of the Time of SaleDisclosure Package. The term “any Prospectus” shall mean, as the context requires, the Preliminary Prospectus, theFinal Prospectus and any supplement to either thereof. The Company has not received any notice that the Commission has issued or intendsto issue a stop order suspending the effectiveness of the Registration Statement or the use of the Preliminary Prospectus or the FinalProspectus or intends to commence a proceeding for any such purpose.

2.TheRegistration Statement (and any further documents to be filed with the Commission) contains all exhibits and schedules as required bythe Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, compliedin all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations and did not and, as amendedor supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact required tobe stated therein or necessary to make the statements therein not misleading. The Registration Statement, the Time of Sale DisclosurePackage and the Final Prospectus, each as of its respective date, comply in all material respects with the Securities Act and the ExchangeAct and the applicable Rules and Regulations. Each of the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus,as amended or supplemented, did not and will not contain as of the date thereof any untrue statement of a material fact or omit to statea material fact necessary in order to make the statements therein, in the light of the circ*mstances under which they were made, not misleading.The Incorporated Documents, when they were filed with the Commission, conformed in all material respects to the requirements of the ExchangeAct and the applicable Rules and Regulations, and none of such documents, when they were filed with the Commission, contained any untruestatement of a material fact or omitted to state a material fact necessary to make the statements therein (with respect to IncorporatedDocuments incorporated by reference in the Registration Statement or the Final Prospectus ), in the light of the circ*mstances under whichthey were made not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Timeof Sale Disclosure Package or the Final Prospectus , when such documents are filed with the Commission, will conform in all material respectsto the requirements of the Exchange Act and the applicable Rules and Regulations, as applicable, and will not contain any untrue statementof a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circ*mstances underwhich they were made, not misleading. No post effective amendment to the Registration Statement reflecting any facts or events arisingafter the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein isrequired to be filed with the Commission. There are no documents required to be filed with the Commission in connection with the transactioncontemplated hereby that (x) have not been filed as required pursuant to the Securities Act or (y) will not be filed within the requisitetime period. There are no contracts or other documents required to be described in the Registration Statement, the Time of Sale DisclosurePackage or the Final Prospectus , or to be filed as exhibits or schedules to the Registration Statement, which (x) have not been describedor filed as required or (y) will not be filed within the requisite time period.

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3.TheCompany is eligible to use Free Writing Prospectuses in connection with the Placement pursuant to Rules 164 and 433 under the SecuritiesAct. Any Free Writing Prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or willbe, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of theCommission thereunder. Each Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) underthe Securities Act or that was prepared by or behalf of or used by the Company complies or will comply in all material respects with therequirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. The Company will not, withoutthe prior consent of the Placement Agent, prepare, use or refer to, any Free Writing Prospectus.

4.Tothe knowledge of the Company, There are no affiliations with any FINRA member firm among the Company’s officers, directors or, tothe knowledge of the Company, any ten percent (10.0%) or greater stockholder of the Company, except as set forth in the Registration Statement,the Time of Sale Disclosure Package and the Final Prospectus.

B.Covenantsof the Company. The Company has delivered or made available, or will as promptly as practicable deliver or make available, to thePlacement Agent complete conformed copies of the Registration Statement and of each consent and certificate of experts, as applicable,filed as a part thereof, and conformed copies of the Registration Statement (without exhibits), the Time of Sale Disclosure Package andthe Final Prospectus , as amended or supplemented, in such quantities and at such places as the Placement Agent reasonably requests. Neitherthe Company nor any of its directors and officers has distributed and none of them will distribute, prior to the Closing Date, any offeringmaterial in connection with the offering and sale of the Securities pursuant to the Placement other than the Registration Statement, theTime of Sale Disclosure Package, the Final Prospectus, copies of the documents incorporated by reference therein and any other materialspermitted by the Securities Act.

SECTION2.REPRESENTATIONS OF THE PLACEMENT AGENT. The Placement Agent represents and warrants that it (i) is a member ingood standing of FINRA, (ii) is registered as a broker/dealer under the Exchange Act, (iii) is licensed as a broker/dealer under thelaws of the States applicable to the offers and sales of the Shares by the Placement Agent, (iv) is and will be a corporate entity validlyexisting under the laws of its place of incorporation, and (v) has full power and authority to enter into and perform its obligationsunder this Agreement. The Placement Agent will immediately notify the Company in writing of any change in its status as such. The PlacementAgent covenants that it will use its reasonable best efforts to conduct the Placement hereunder in compliance with the provisions ofthis Agreement and the requirements of applicable law.

SECTION3.COMPENSATION. In consideration of the services to be provided for hereunder, the Company shall pay to the PlacementAgent or its designees their pro rata portion (based on the Securities placed) of the following compensation with respect to the Securitieswhich they are placing:

A.Acash fee (the “Cash Fee”) equal to an aggregate of seven percent (7%) of the aggregate gross proceeds raised in thePlacement.

B.Subjectto compliance with FINRA Rule 5110(g)(5), the Company also agrees to reimburse the Placement Agent for all travel and other out-of-pocketexpenses, including the reasonable fees, costs and disbursem*nts of its legal counsel, in an amount not to exceed an aggregate of $100,000.The Company will reimburse Placement Agent directly out of the Closing of the Placement. In the event this Agreement shall terminate priorto the consummation of the Placement, the Placement Agent shall be entitled to reimbursem*nt for actual expenses upon providing reasonabledocumentation relating to the incurrence of such expenses; provided, however, such expenses shall not exceed $25,000.

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C.ThePlacement Agent reserves the right to reduce any item of its compensation or adjust the terms thereof as specified herein in the eventthat a determination shall be made by FINRA to the effect that the Placement Agent’s aggregate compensation is in excess of FINRARules or that the terms thereof require adjustment.

SECTION4.INDEMNIFICATION. The Company agrees to the indemnification and other agreements set forthin the Indemnification Provisions (the “Indemnification”) attached hereto as Addendum A, the provisions ofwhich are incorporated herein by reference and shall survive the termination or expiration of this Agreement.

SECTION 5ENGAGEMENTTERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final closing date of the Placementand (ii) February 5, 2025 (such date, the “Termination Date” and the period of time during which this Agreement remainsin effect is referred to herein as the “Term”). Upon Closing of the Placement or if the Term ends prior to closinga Placement, then if within twelve (12) months following such time, the Company completes any financing of equity, equity-linked convertibleor debt or other capital raising activity with, or receives any proceeds from, any of the investors contacted or introduced by the PlacementAgent during the Term, then the Company will pay the Placement Agent upon the closing of such financing or receipt of such proceeds thecompensation set forth in Section 3 herein. Notwithstanding anything to the contrary contained herein, the provisions concerning theCompany’s obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality,indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions willsurvive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, allfees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event suchfees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning theCompany provided to the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

SECTION 6PLACEMENTAGENT INFORMATION. The Company agrees that any information or advice rendered by the Placement Agent in connection with this engagementis for the confidential use of the Company only in their evaluation of the Placement and, except as otherwise required by law, the Companywill not disclose or otherwise refer to the advice or information in any manner without the Placement Agent’s prior written consent.

SECTION 7NOFIDUCIARY RELATIONSHIP. This Agreement does not create, and shall not be construed as creating rights enforceable by any person orentity not a party hereto, except those entitled hereto by virtue of the Indemnification Provisions hereof. The Company acknowledgesand agrees that the Placement Agent is not and shall not be construed as a fiduciary of the Company and shall have no duties or liabilitiesto the equity holders or the creditors of the Company or any other person by virtue of this Agreement or the retention of the PlacementAgent hereunder, all of which are hereby expressly waived.

SECTION 8CLOSING.The obligations of the Placement Agent, and the closing of the sale of the Securities hereunder are subject to the accuracy, when madeand on the Closing Date, of the representations and warranties on the part of the Company contained herein and in the Purchase Agreement,to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by theCompany of their obligations hereunder, and to each of the following additional terms and conditions, except as otherwise disclosed toand acknowledged and waived by the Placement Agent by the Company:

A.Nostop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shallhave been initiated or threatened by the Commission, and any request for additional information on the part of the Commission (to be includedin the Registration Statement, the Time of Sale Disclosure Package, the Final Prospectus or otherwise) shall have been complied with tothe reasonable satisfaction of the Placement Agent. Any filings required to be made by the Company in connection with the Placement shallhave been timely filed with the Commission.

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B.ThePlacement Agent shall not have discovered and disclosed to the Company on or prior to the Closing Date that the Registration Statement,the Time of Sale Disclosure Package, the Final Prospectus or any amendment or supplement thereto contains an untrue statement of a factwhich, in the opinion of counsel for the Placement Agent, is material or omits to state any fact which, in the opinion of such counsel,is material and is required to be stated therein or is necessary to make the statements therein not misleading.

C.Allcorporate proceedings and other legal matters incident to the authorization, form, execution, delivery and validity of each of this Agreement,the Securities, the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus and all other legal matters relatingto this Agreement and the transactions contemplated hereby shall be reasonably satisfactory in all material respects to counsel for thePlacement Agent, and the Company shall have furnished to such counsel all documents and information that they may reasonably request toenable them to pass upon such matters.

D.ThePlacement Agent shall have received from outside counsels to the Company, including intellectual property and regulatory counsels to theCompany, such counsels’ written opinions, addressed to the Placement Agent and the Purchasers and dated as of the Closing Date,in form and substance reasonably satisfactory to the Placement Agent.

E.Onthe date of this Agreement and on the Closing Date, the Placement Agent shall have received a “comfort” letter from MaloneBaileyLLP as of each such date, addressed to the Placement Agent and in form and substance satisfactory in all respects to the Placement Agentand Placement Agent’s counsel.

F.Onthe Closing Date, Placement Agent shall have received a certificate of the chief executive officer of the Company, dated, as applicable,as of the date of such Closing, to the effect that, as of the date of this Agreement and as of the applicable date, the representationsand warranties of the Company contained herein and in the Purchase Agreement were and are accurate in all material respects, except forsuch changes as are contemplated by this Agreement and except as to representations and warranties that were expressly limited to a stateof facts existing at a time prior to the applicable Closing Date, and that, as of the applicable date, the obligations to be performedby the Company hereunder on or prior thereto have been fully performed in all material respects.

G.Onthe Closing Date, Placement Agent shall have received signed Lock-Up Agreements, addressed to the Purchasers by each of the Company’sdirectors, officers and holders of 10% or more of the Company’s outstanding Common Stock (and all holders of securities exercisablefor or convertible into shares of Common Stock), as of the date of this Agreement.

H.Onthe Closing Date, Placement Agent shall have received a certificate of the Secretary of the Company, dated, as applicable, as of the dateof such Closing, certifying to the organizational documents, good standing in the state of incorporation of the Company and board resolutionsrelating to the Placement of the Securities from the Company.

I.TheCompany (i) shall not have sustained since the date of the latest audited financial statements included or incorporated by reference inthe Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus , any loss or interference with its businessfrom fire, explosion, flood, terrorist act or other calamity, whether or not covered by insurance, or from any labor dispute or courtor governmental action, order or decree, otherwise than as set forth in or contemplated by the Registration Statement, the Time of SaleDisclosure Package and the Final Prospectus , and (ii) since such date there shall not have been any change in the capital stock or long-termdebt of the Company or any change, or any development involving a prospective change, in or affecting the business, general affairs, management,financial position, stockholders’ equity, results of operations or prospects of the Company, otherwise than as set forth in or contemplatedby the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus , the effect of which, in any such case describedin clause (i) or (ii), is, in the judgment of the Placement Agent, so material and adverse as to make it impracticable or inadvisableto proceed with the sale or delivery of the Securities on the terms and in the manner contemplated by the Registration Statement, theTime of Sale Disclosure Package and the Final Prospectus .

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J.TheCommon Stock is registered under the Exchange Act and, as of the Closing Date, the Shares and the Warrant Shares shall be listed for tradingon the Trading Market or other applicable U.S. national exchange and reasonable evidence of such action, if available, shall have beenprovided to the Placement Agent upon its request. The Company shall have taken no action designed to, or likely to have the effect ofterminating the registration of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock fromthe Trading Market or other applicable U.S. national exchange, nor has the Company received any information suggesting that the Commissionor the Trading Market or other U.S. applicable national exchange is contemplating terminating such registration or listing.

K.Noaction shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmentalagency or body which would, as of the Closing Date, prevent the issuance or sale of the Securities or materially and adversely affector potentially and adversely affect the business or operations of the Company; and no injunction, restraining order or order of any othernature by any federal or state court of competent jurisdiction shall have been issued as of the Closing Date which would prevent the issuanceor sale of the Securities or materially and adversely affect or potentially and adversely affect the business or operations of the Company.

L.TheCompany shall have prepared and filed with the Commission a Current Report on Form 8-K with respect to the Placement, including as anexhibit thereto this Agreement.

M.TheCompany shall have entered into a Purchase Agreement with each of the Purchasers and such agreements shall be in full force and effectand shall contain representations, warranties and covenants of the Company as agreed between the Company and the Purchasers.

N.FINRAshall have raised no objection to the fairness and reasonableness of the terms and arrangements of this Agreement. In addition, the Companyshall, if requested by the Placement Agent, make or authorize Placement Agent’s counsel to make on the Company’s behalf, anyfiling with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Placement and pay all filing feesrequired in connection therewith.

O.Priorto the Closing Date, the Company shall have furnished to the Placement Agent such further information, certificates and documents as thePlacement Agent may reasonably request.

If any of the conditions specifiedin this Section 8 shall not have been fulfilled when and as required by this Agreement, or if any of the certificates, opinions, writtenstatements or letters furnished to the Placement Agent or to Placement Agent’s counsel pursuant to this Section 8 shall not be reasonablysatisfactory in form and substance to the Placement Agent and to Placement Agent’s counsel, all obligations of the Placement Agenthereunder may be cancelled by the Placement Agent at, or at any time prior to, the consummation of the Closing. Notice of such cancellationshall be given to the Company in writing or orally. Any such oral notice shall be confirmed promptly thereafter in writing.

SECTION 9 RIGHTOF FIRST REFUSAL. Upon the Closing of a Placement or Financing (as defined below), for a period of eighteen (18) months from suchclosing, the Company grants Maxim a right of first refusal to act as sole managing underwriter and sole book runner, sole placement agent,or sole sales agent, for any and all future public or private equity, equity-linked or debt (excluding commercial bank debt) offeringsfor which the Company retains the service of an underwriter, agent, advisor, finder or other person or entity in connection with suchoffering during such eighteen (18) month period of the Company (and any successor thereto). The Company shall not offer to retain anyentity or person in connection with any such offering on terms more favorable than terms on which it offers to retain Maxim. Such offershall be made in writing in order to be effective. Maxim shall notify the Company within ten (10) business days of its receipt of thewritten offer contemplated above as to whether it agrees to accept such retention. If Maxim should decline such retention, the Companyshall have no further obligations to Maxim with respect to the offering for which it has offered to retain Maxim, except as otherwiseprovided for herein. “Financing” shall mean, where an underwriter, placement agent and/or finder is utilized in transactionsinvolving third parties who may be interested in providing financing to the Company including equity, equity-linked, convertible and/ordebt securities.

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SECTION 10SUBSEQUENTEQUITY SALES

(a) From the date hereofuntil ninety (90) days after the Closing Date, the Company shall not (i) issue, enter into any agreement to issue or announce the issuanceor proposed issuance of any shares of Common Stock or Common Stock Equivalents or (ii) file any registration statement or any amendmentor supplement thereto, other than the Prospectus.

(b) From the date hereofuntil three months after the Closing Date, the Company shall be prohibited from effecting or entering into an agreement to effect anyissuance by the Company of Common Stock or Common Stock Equivalents (or a combination of units thereof) involving Variable Rate Transaction.“Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securitiesthat are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock either (A)at a conversion price, exercise price or exchange rate or other price that is based upon and/or varies with the trading prices of or quotationsfor the shares of Common Stock at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exerciseor exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or uponthe occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the CommonStock or (ii) enters into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit, wherebythe Company may issue securities at a future determined price. Any Purchaser shall be entitled to obtain injunctive relief against theCompany to preclude any such issuance, which remedy shall be in addition to any right to collect damages.

(c) Notwithstanding theforegoing, this Section 10 shall not apply in respect of an Exempt Issuance, except that no Variable Rate Transaction shall be an ExemptIssuance.

SECTION 11GOVERNINGLAW. This Agreement will be governed by, and construed in accordance with, the laws of the State of New York applicable to agreementsmade and to be performed entirely in such State. This Agreement may not be assigned by either party without the prior written consentof the other party. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective successorsand permitted assigns. Any right to trial by jury with respect to any dispute arising under this Agreement or any transaction or conductin connection herewith is waived. Any dispute arising under this Agreement may be brought into the courts of the State of New York orinto the Federal Court located in New York, New York and, by execution and delivery of this Agreement, the Company hereby accepts foritself and in respect of its property, generally and unconditionally, the jurisdiction of aforesaid courts. Each party hereto herebyirrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by deliveringa copy thereof via overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under thisAgreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing containedherein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If either party shall commencean action or proceeding to enforce any provisions of a Transaction Document, then the prevailing party in such action or proceeding shallbe reimbursed by the other party for its attorney’s fees and other costs and expenses incurred with the investigation, preparationand prosecution of such action or proceeding.

SECTION 12ENTIRE AGREEMENT/MISC. This Agreement (including the attached Indemnification Provisions) embodies the entire agreement and understandingbetween the parties hereto, and supersedes all prior agreements and understandings, relating to the subject matter hereof. If any provisionof this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in anyother respect or any other provision of this Agreement, which will remain in full force and effect. This Agreement may not be amendedor otherwise modified or waived except by an instrument in writing signed by both Placement Agent and the Company. The representations,warranties, agreements and covenants contained herein shall survive the closing of the Placement and delivery of the Securities. ThisAgreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreementand shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood thatboth parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or a .pdf formatfile, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed)with the same force and effect as if such facsimile or .pdf signature page were an original thereof.

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SECTION 13CONFIDENTIALITY.The Placement Agent (i) will keep the Confidential Information (as such term is defined below) confidential and will not (except as requiredby applicable law or stock exchange requirement, regulation or legal process (“Legal Requirement”)), without the Company’sprior written consent, disclose to any person any Confidential Information, and (ii) will not use any Confidential Information otherthan in connection with the Placement. The Placement Agent further agrees to disclose the Confidential Information only to its Representatives(as such term is defined below) who need to know the Confidential Information for the purpose of the Placement, and who are informedby the Placement Agent of the confidential nature of the Confidential Information. The term “Confidential Information”shall mean, all confidential, proprietary and non-public information (whether written, oral or electronic communications) furnished bythe Company to a Placement Agent or its Representatives in connection with the Placement Agent’s evaluation of the Placement. Theterm “Confidential Information” will not, however, include information which (i) is or becomes publicly availableother than as a result of a disclosure by a Placement Agent or its Representatives in violation of this Agreement, (ii) is or becomesavailable to a Placement Agent or any of its Representatives on a non-confidential basis from a third-party, (iii) is known to a PlacementAgent or any of its Representatives prior to disclosure by the Company or any of its Representatives, or (iv) is or has been independentlydeveloped by a Placement Agent and/or the Representatives without use of any Confidential Information furnished to it by the Company.The term “Representatives” shall mean the Placement Agent’s directors, board committees, officers, employees, financialadvisors, attorneys and accountants. This provision shall be in full force until the earlier of (a) the date that the Confidential Informationceases to be confidential and (b) two years from the date hereof. Notwithstanding any of the foregoing, in the event that the PlacementAgent or any of its Representatives are required by Legal Requirement to disclose any of the Confidential Information, the PlacementAgent and its Representatives will furnish only that portion of the Confidential Information which the Placement Agent or its Representative,as applicable, is required to disclose by Legal Requirement as advised by counsel, and will use reasonable efforts to obtain reliableassurance that confidential treatment will be accorded the Confidential Information so disclosed.

SECTION 14NOTICES.Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing andshall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is sent to the emailaddress specified on the signature pages attached hereto prior to 6:30 p.m. (New York City time) on a business day, (b) the next businessday after the date of transmission, if such notice or communication is sent to the email address on the signature pages attached heretoon a day that is not a business day or later than 6:30 p.m. (New York City time) on any business day, (c) the third business day followingthe date of mailing, if sent by U.S. internationally recognized air courier service, or (d) upon actual receipt by the party to whomsuch notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages hereto.

SECTION 15PRESSANNOUNCEMENTS. The Company agrees that the Placement Agent shall, from and after any Closing, have the right to reference the Placementand the Placement Agent’s role in connection therewith in the Placement Agent’s marketing materials and on its website andto place advertisem*nts in financial and other newspapers and journals, in each case at its own expense.

[The remainder of this page has been intentionallyleft blank.]

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Please confirm that the foregoingcorrectly sets forth our agreement by signing and returning to Maxim the enclosed copy of this Agreement.

Accepted and Agreed to as of the date first writtenabove:

Sichenzia Ross Ference Carmel LLP

1185 Avenue of the Americas, 31st Floor

New York, NY 10036

Telephone: (833) 452-4825

Attention:Jeffrey Wofford, Esq.
E-mail: jwofford@srfc.law

[Signature Page to Placement Agency AgreementBetween
Kaival Brands Innovations Group, Inc. and Maxim Group LLC]

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ADDENDUM A
INDEMNIFICATION PROVISIONS

Capitalized terms used in thisAddendum shall have the meanings ascribed to such terms in the Agreement to which this Addendum is attached.

In addition to and without limitingany other right or remedy available to the Placement Agent and the Indemnified Parties (as hereinafter defined), the Company agrees toindemnify and hold harmless Placement Agent and each of the other Indemnified Parties from and against any and all losses, claims, damages,obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursem*nts, and any and all actions, suits, proceedingsand investigations in respect thereof and any and all legal and other costs, expenses and disbursem*nts in giving testimony or furnishingdocuments in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursem*nts, as and when incurred,of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection withlitigation in which any Indemnified Party is a party)) (collectively, “Losses”), directly or indirectly, caused by,relating to, based upon, arising out of, or in connection with, Placement Agent’s acting for the Company, including, without limitation,any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations underthe Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breachby the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreementrelating thereto), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, exceptto the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal)to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnificationhereunder.

The Company also agrees that noIndemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connectionwith the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found ina final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from suchIndemnified Party’s gross negligence or willful misconduct.

These Indemnification Provisionsshall extend to the following persons (collectively, the “Indemnified Parties”): Placement Agent, its present and formeraffiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of thefederal securities laws), and the officers, directors, partners, shareholders, members, managers, employees, legal counsel, agents andcontrolling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwisehave to any Indemnified Party.

If any action, suit, proceedingor investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonablepromptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligationshereunder except to the extent that such failure or delay causes actual material harm to the Company, or materially prejudices its abilityto defend such action, suit, proceeding or investigation on behalf of such Indemnified Party. In case any such action is brought againstany Indemnified Party and such Indemnified Party notifies the Company of the commencement thereof, the Company may elect to assume thedefense thereof, with counsel reasonably satisfactory to such Indemnified Party, and an Indemnified Party may employ counsel to participatein the defense of any such action provided, that the employment of such counsel shall be at the Indemnified Party’s own expense,unless (i) the employment of such counsel has been authorized in writing by the Company, (ii) the Indemnified Party has reasonably concluded(based upon advice of counsel to the Indemnified Party) that there are legal defenses available to the Indemnification Party that arenot available to the Company, or that there exists a conflict or potential conflict of interest (based upon advice of counsel to the IndemnifiedParty) between the Indemnified Party and the Company that makes it impossible or inadvisable for counsel to the Company to conduct thedefense of both parties (in which case the Company will not have the right to direct the defense of such action on behalf of the IndemnifiedParty), or (iii) the Company has not in fact employed counsel reasonably satisfactory to the Indemnified Party to assume the defense ofsuch action within a reasonable time after receiving notice of the action, suit or proceeding, in each of which cases the reasonable fees,disbursem*nts and other charges of such counsel will be at the expense of the Company; provided, further, that in no event shall the Companybe required to pay fees and expenses for more than one firm of attorneys (and local counsel) representing Indemnified Parties. Any suchcounsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designatedby the Company.

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The Company shall be liable forany settlement of any claim against any Indemnified Party made with the Company’s written consent. The Company shall not, withoutthe prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgmentin respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimantto all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain anyfactual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism,expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party.

In order to provide for just andequitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a finaljudgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case,even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses towhich any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its shareholders,subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation providedin clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, butalso the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements,acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulentmisrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. Therelative benefits received (or anticipated to be received) by the Company and its shareholders, subsidiaries and affiliates shall be deemedto be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions towhich the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction ortransactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount offees previously received by Placement Agent pursuant to the Agreement.

Neither termination nor completionof the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The IndemnificationProvisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Partiesand their respective successors, assigns, heirs and personal representatives.

[The remainder of this page has been intentionallyleft blank.]

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Sichenzia Ross Ference Carmel LLP

1185 Avenue of the Americas, 31st Floor

New York, NY 10036

Telephone: (833) 452-4825

Attention: Jeffrey Wofford, Esq.
E-mail: jwofford@srfc.law

[Signature Page to Indemnification Provisions
Pursuant to Placement Agency Agreement]
between Kaival Brands Innovations Group, Inc. and Maxim Group LLC]

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EXHIBIT 4.5

COMMON STOCK PURCHASE WARRANT

KAIVAL BRANDS INNOVATIONS GROUP, INC.

Warrant Shares: [______]Issue Date: May __, 2024

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 afterthe date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on May __, 2029 (the“Termination Date”) but not thereafter, to subscribe for and purchase from KAIVAL BRANDS INNOVATIONS GROUP, Inc., aDelaware 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 ExercisePrice, as defined in Section 2(b). The Warrant shall initially be issued and maintained in the form of a security held in book entry format the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant,subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agency Agreement,in which case this sentence shall not apply.

Section1.Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in thatcertain Securities Purchase Agreement (the “Purchase Agreement”), dated May __, 2024, among the Company andthe purchasers signatory thereto.

Section2.Exercise.

a)Exerciseof Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times onor after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF copy submittedby e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto as Exhibit A (the “Notice of Exercise”).Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as definedin Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for theshares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless thecashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Noticeof Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercisebe required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant tothe Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, inwhich case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on whichthe final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in the purchase of a portion ofthe total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasablehereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showingthe number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercisewithin one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge andagree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the numberof Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Notwithstanding the foregoingin this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant heldin book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises madepursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction formfor exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable),subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agency Agreement,in which case this sentence shall not apply

b)ExercisePrice. The exercise price per share of Common Stock under this Warrant shall be $____, subject to adjustment hereunder (the “ExercisePrice”). “). The Exercise Price shall be reset immediately following the thirtieth (30th) calendar day following the InitialExercise Date (the “Reset Date”) to a price that is equal to 100% of the arithmetic average of the daily VWAPs (as definedbelow) of the Common Stock on the Trading Market during the five Trading Days immediately preceding the Reset Date (the “Reset Price”);provided, however, that in no event shall the Reset Price be less than 20% of the most recent closing price of the Common Stock on theTrading Market at the time of execution of the Purchase Agreement (subject to adjustment for reverse and forward stock splits, recapitalizationsand similar transactions following the date of the Purchase Agreement); and provided, further that, notwithstanding the foregoing, inthe event that the Exercise Price on the Reset Date is less than the Reset Price, there shall be no reset of the Exercise Price on theReset Date pursuant to this Section 2(b).

c)CashlessExercise. If at the time of exercise hereof, there is no effective registration statement registering, or no current prospectus availablefor, 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 meansof a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotientobtained by dividing [(A-B) (X)] by (A), where:

If Warrant Shares are issued insuch a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the WarrantShares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares being issued maybe tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c).

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“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 orquoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the TradingMarket on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New YorkCity time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of theCommon Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listedor 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 organizationor agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d)in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faithby the Purchasers of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expensesof which shall be paid by 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 quotedon a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on theTrading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m.(New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average priceof the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not thenlisted 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 similarorganization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported,or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in goodfaith by the Purchasers of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the feesand expenses of which shall be paid by the Company.

d)Mechanicsof Exercise.

i.Deliveryof Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the TransferAgent to the Holder by crediting the account of the Holder’s or its designee’s balance account with DTC through its Depositor Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) thereis an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holderor (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assumingcashless exercise of the Warrants), and otherwise by physical delivery of a certificate, registered in the Company’s share registerin the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exerciseto 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 thedelivery to the Company of the Notice of Exercise provided that, payment of the aggregate Exercise Price (other than in the instance ofa cashless exercise) is received by the Company one (1) Trading Day prior to such second Trading Day after the delivery of the Noticeof Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Dayscomprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise , provided that, payment of theaggregate Exercise Price (other than in the instance of a cashless exercise) is received by the Company prior to 2pm ET on the TradingDay after the delivery of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of theNotice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares withrespect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment ofthe aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) two (2) Trading Daysand (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Companyfails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, theCompany shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to suchexercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to$20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant ShareDelivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agentthat is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “StandardSettlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primaryTrading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.

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ii.Deliveryof New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder andupon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencingthe rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respectsbe identical with this Warrant.

iii.RescissionRights. 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.Compensationfor Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, ifthe Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date (other than as a result of failure of the Holder totimely deliver the aggregate Exercise Price, unless the Warrant is validly exercised by means of cashless exercise), and if after suchdate the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firmotherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holderanticipated 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 Stockso purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliverto the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligationwas executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Sharesfor which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number ofshares 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 attemptedexercise of this Warrant to purchase shares of Common Stock with an aggregate exercise 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 shallprovide 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’sfailure to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

v.NoFractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of thisWarrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall,at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by theExercise Price or round up to the next whole share.

vi.Charges.Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidentalexpense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such WarrantShares 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 forexercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a conditionthereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agentfees required for same-day processing of any Notice of Exercise and all fees to the DTC (or another established clearing corporation performingsimilar functions) required for same-day electronic delivery of the Warrant Shares. For the avoidance of doubt, nothing in this Section2(d)(vi) shall require the Company to deliver the Warrant Shares on a date earlier than the Warrant Share Delivery Date.

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vii.Closingof Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of thisWarrant, pursuant to the terms hereof.

e)Holder’sExercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exerciseany portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exerciseas set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons actingas 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, thenumber of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the numberof shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall excludethe number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrantbeneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised ornonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subjectto a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of itsAffiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownershipshall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it beingacknowledged 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 extentthat the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to othersecurities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisableshall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determinationof whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and AttributionParties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Companyshall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group statusas contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgatedthereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on thenumber of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed withthe Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Companyor the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, theCompany shall within one Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding.In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise ofsecurities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which suchnumber of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or,upon election by the Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of the Common Stock outstanding immediatelyafter 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 Limitationin no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of sharesof Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Anyincrease in the Beneficial Ownership Limitation will not be effective until the 61^st day after such notice is delivered tothe Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity withthe terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intendedBeneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to suchlimitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

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Section3.Certain Adjustments.

a)StockDividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makesa distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares ofCommon Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of thisWarrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reversestock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues by reclassification of shares of the CommonStock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which thenumerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such eventand of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number ofshares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrantshall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date forthe determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effectivedate in the case of a subdivision, combination or re-classification.

b)SubsequentRights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sellsany Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of anyclass of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon theterms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held thenumber 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 CommonStock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that, to the extent that theHolder’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 ofCommon Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for theHolder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

c)ProRata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distributionof 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) (except to the extent an adjustment was already made pursuantto Section 3(a))) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, theHolder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if theHolder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitationson exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record istaken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are tobe determined for the participation in such Distribution (provided, however, that, to the extent that the Holder’sright to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holdershall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stockas a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of theHolder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). Tothe extent that this Warrant has not been partially or completely exercised at the time of such Distribution, such portion of the Distributionshall be held in abeyance for the benefit of the Holder until the Holder has exercised this Warrant.

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d)FundamentalTransaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactionseffects any merger or consolidation of the Company with or into another Person, (ii) the Company or any Subsidiary, directly or indirectly,effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in oneor a series of related transactions provided, however that the sale by the Company of any Subsidiary, other than a Material Subsidiary,does not constitute a Fundamental Transaction, Material Subsidiary” shall mean any subsidiary of the Company that is materialto the business and operations of the Company as described in the SEC Reports (iii) any, direct or indirect, purchase offer, tender offeror 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 outstandingCommon Stock or 50% or more of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in oneor more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory shareexchange 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 businesscombination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with anotherPerson or group of Persons whereby such other Person or group acquires 50% or more of the outstanding shares of Common Stock or 50% ormore of the voting power of the common equity of the Company (each a “Fundamental Transaction”), then, upon any subsequentexercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exerciseimmediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation inSection 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of theCompany, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivableas a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisableimmediately 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 AlternateConsideration 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 valueof any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cashor property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Considerationit receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary, in theevent of a Fundamental Transaction that results in the common equity of the Company or the Successor Entity (as applicable) that is issuableto the Holder upon the exercise of this Warrant not being publicly traded on a national securities exchange in the United States,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 applicableFundamental Transaction), purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value(as defined below) of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction;provided, however, that, if the Fundamental Transaction is not within the Company’s control, including not approvedby the Company’s Board of Directors, the Holder shall only be entitled to receive from the Company or any Successor Entity the sametype or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of this Warrant, thatis being offered and paid to the holders of Common Stock of the Company in connection with the Fundamental Transaction, whether that considerationbe in the form of cash, stock or any combination thereof, or whether the holders of Common Stock are given the choice to receive fromamong alternative forms of consideration in connection with the Fundamental Transaction; provided, further, that if holdersof Common Stock of the Company are not offered or paid any consideration in such Fundamental Transaction, such holders of Common Stockwill be deemed to have received common stock of the Successor Entity (which Entity may be the Company following such Fundamental Transaction)in such Fundamental Transaction. “Black Scholes Value” means the value of this Warrant based on the Black-Scholes OptionPricing Model obtained from the “OV” function on Bloomberg determined as of the day of consummation of the applicable FundamentalTransaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equalto 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 greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg (determinedutilizing a 365 day annualization factor) as of the Trading Day immediately following the public announcement of the applicable contemplatedFundamental Transaction, (C) the underlying price per share used in such calculation shall be the greater of (i) the sum of the priceper share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transactionand (ii) the highest VWAP during the period beginning on the Trading Day immediately preceding the public announcement of the applicablecontemplated Fundamental Transaction (or the consummation of the applicable Fundamental Transaction, if earlier) and ending on the TradingDay of the Holder’s request pursuant to this Section 3(e) and (D) a remaining option time equal to the time between the date ofthe public announcement of the applicable contemplated 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) withinthe later of (i) five Business Days of the Holder’s election and (ii) the date of consummation of the Fundamental Transaction. TheCompany shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “SuccessorEntity”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents inaccordance with the provisions of this Section 3(e) pursuant to written agreements in form and substance reasonably satisfactory to theHolder 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 substantiallysimilar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such SuccessorEntity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (withoutregard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which appliesthe exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stockpursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and suchexercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such FundamentalTransaction), 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 provisionsof this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity),and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant and theother Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.

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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 purposesof 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 thenumber of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

f)Noticeto Holder.

i.Adjustmentto Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall instructthe Warrant Agent to promptly deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resultingadjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment. The Warrant Agentshall have no duty, responsibility or obligation to determine the correctness of any provisions contained in such notice, including butnot limited to any provisions relating either to the kind or amount of securities or other property receivable upon exercise of warrantsor with respect to the method employed and provided therein for any adjustments, and shall be entitled to rely conclusively for all purposesupon the provisions contained in any such agreement.

ii.Noticeto Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the CommonStock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shallauthorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stockof any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassificationof the Common Stock (excluding, however, any forward or reverse stock split), 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 Stockis converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidationor 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 itslast email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable recordor 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 Stockof record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on whichsuch reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the dateas of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock forsecurities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; providedthat the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporateaction 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 Commissionpursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on thedate of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Section4.Transfer of Warrant.

a)Transferability., This Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal officeof the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto dulyexecuted 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 theassignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issueto the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstandinganything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holderhas assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Daysof the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assignedin accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

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b)NewWarrants. If this Warrant is not held in global form through DTC, this Warrant may be divided or combined with other Warrants uponpresentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in whichnew Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transferwhich may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange forthe Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shallbe dated the original issue date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuantthereto.

c)WarrantRegister. The Warrant Agent (or if this Warrant is not held in global form through DTC, the Company) shall register this Warrant,upon records to be maintained by the Warrant Agent (or if this Warrant is not held in global form through DTC, the Company) for that purpose(the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company and the Warrant Agentmay deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distributionto the Holder, and for all other purposes, absent actual notice to the contrary. .

d)NoRights 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 expresslyset forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuantto Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company berequired to net cash settle an exercise of this Warrant.

d) Loss, Theft, Destruction or Mutilationof Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destructionor mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnityor security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrenderand cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificateof like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

e)Saturdays.Sundays. Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right requiredor granted herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding BusinessDay.

f)AuthorizedShares.

The Company covenantsthat, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient numberof shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company furthercovenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing thenecessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable actionas 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 Shareswhich may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights representedby this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessableand free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of anytransfer occurring contemporaneously with such issue).

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Except and to the extentas waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its articles ofincorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or anyother voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all timesin 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 toprotect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Companywill (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to suchincrease in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legallyissue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtainall such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enablethe Company to perform its obligations under this Warrant.

Before taking any actionwhich would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, theCompany shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatorybody or bodies having jurisdiction thereof.

g)Jurisdiction.All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordancewith the provisions of the Purchase Agreement.

h)Restrictions.The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered and the Holder does notutilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

i)Nonwaiverand Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate asa waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of thisWarrant or the Purchase Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which resultsin any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs andexpenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holderin collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

j)Notices.Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered inaccordance with the notice provisions of the Purchase Agreement.

k)Limitationof Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase WarrantShares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchaseprice of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of theCompany.

l)Remedies.The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specificperformance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any lossincurred 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 anyaction for specific performance that a remedy at law would be adequate.

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m)Successorsand Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to thebenefit 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 enforceableby the Holder or holder of Warrant Shares.

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

o)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 theextent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

p)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.

q)WarrantAgency Agreement. If this Warrant is held in global form through DTC (or any successor depositary), this Warrant is issued subjectto the Warrant Agency Agreement. To the extent any provision of this Warrant conflicts with the express provisions of the Warrant AgencyAgreement, the provisions of this Warrant shall govern and be controlling.

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

(Signature Page Follows)

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IN WITNESS WHEREOF, the Company has caused this Warrantto be executed by its officer thereunto duly authorized as of the date first above indicated.

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EXHIBIT A

NOTICE OF EXERCISE

TO:KAIVAL BRANDS INNOVATIONS GROUP, INC.

(1)Theundersigned hereby elects to purchase Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised infull), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2)Paymentshall take the form of (check applicable box):

[ ] in lawful money of the United States;or

[ ] if permitted the cancellation of suchnumber of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respectto the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

(3)Pleaseissue 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]

EXHIBIT B

ASSIGNMENT FORM

(To assign the foregoing Warrant, execute this formand supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced therebyare hereby assigned to

EXHIBIT 5.1

May 29, 2024

KAIVAL BRANDS INNOVATIONS GROUP, INC.

4460 Old Dixie Highway

Grant-Valkaria, Florida 32949

Ladies and Gentlemen:

We have acted as counsel for Kaival Brands Innovations Group, Inc, a Delawarecorporation (the “Company”), in connection with the preparation and filing of a Registration Statement on Form S-1 (the “RegistrationStatement”), including a related prospectus filed with the Registration Statement (the “Prospectus”), with the Securitiesand Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”),covering the offer and sale of up to $5,000,000 of units, each unit consisting of one share (each a “Share”) of common stockof the Company, par value $0.001 per share (“Common Stock”) and one and one-half common stock purchase warrant (“PurchaseWarrant”) to purchase one and one-half shares of Common Stock or up to $5,000,000 of pre-funded units, each pre-funded unit consistingof one pre-funded warrant to purchase one share of common stock(a “Pre-Funded Warrant” and together with the Purchase Warrants,the “Warrants”)) and one Purchase Warrant to purchase one and one-half shares of Common Stock This opinion is being renderedin connection with the filing of the Registration Statement with the Commission.

In connection with this opinion, we have examinedoriginals or copies (certified or otherwise identified to our satisfaction) of (i) the Company’s Articles of Incorporation, as currentlyin effect, (ii) the Company’s Bylaws as currently in effect, (iii) the Registration Statement and related Prospectus and (vi) suchcorporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials or ofofficers and representatives of the Company, as we have deemed relevant and necessary as a basis for the opinion hereinafter set forth.

In such examination, we have assumed the genuinenessof all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformityto original documents of all documents submitted to us as certified, conformed or photostatic copies, and the authenticity of the originalsof such latter documents. As to certain questions of fact material to this opinion, we have relied upon certificates or comparable documentsof officers and representatives of the Company and have not sought to independently verify such facts.

Based on the foregoing, and in reliance thereon, andsubject to the qualifications, limitations, exceptions and assumptions set forth herein, we are of the opinion that, (i) the Shares andthe Warrants have been duly authorized and when issued as described in the Registration Statement will be duly and validly issued, fullypaid and non-assessable and (ii) the shares of Common Stock issuable upon the exercise of the Warrants have been duly authorized and,upon the exercise of the Warrants in accordance with the terms thereof, such shares will be duly and validly issued, fully paid and non-assessableshares of common stock of the Company.

We express no opinion herein as to the laws of anystate or jurisdiction other than Delaware General Corporation Law (including the statutory provisions and all applicable judicial decisionsinterpreting those laws) and the federal laws of the United States of America.

This opinion speaks only as of the date hereof andwe assume noobligation to update or supplement this opinion if any applicable laws change after the date of this opinion or if webecome aware after the date of this opinion of any facts, whether existing before or arising after the date hereof, that might changethe opinions expressed above.

This opinion is furnished in connection with the filingof the Registration Statement and may not be relied upon for any other purpose without our prior written consent in each instance.

We assume no obligation to update or supplement anyof our opinions to reflect any changes of law or fact that may occur. We hereby consent to the filing of this letter as an exhibit tothe Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Prospectus which is apart of the Registration Statement. In giving such consents, we do not thereby admit that we are in the category of persons whose consentis required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Sichenzia Ross Ference Carmel LLP

Sichenzia Ross Ference Carmel LLP

EXHIBIT 10.29

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement(this “Agreement”) is dated as of May [___], 2024, between Kaival Brands Innovations Group, Inc., a Delawarecorporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successorsand assigns, a “Purchaser” and collectively the “Purchasers”).

WHEREAS, subject to the terms andconditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act of 1933, as amended(the “Securities Act”), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally andnot jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATIONof the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which arehereby acknowledged, the Company and each Purchaser agree as follows:

ARTICLEI.
DEFINITIONS

1.1Definitions.In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meaningsset forth in this Section 1.1:

“Acquiring Person”shall have the meaning ascribed to such term in Section 4.5.

“Action” shallhave the meaning ascribed to such term in Section 3.1 (j).

“Affiliate”means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common controlwith a Person as such terms are used in and construed under Rule 405 under the Securities Act.

“Agent’s Counsel”means Loeb & Loeb LLP, with offices located at 345 Park Avenue, New York, New York 10154.

“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 bylaw to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required bylaw to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any othersimilar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so longas the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally openfor use by customers on such day.

“Closing” meansthe closing of the purchase and sale of the Securities pursuant to Section 2.1.

“Closing Date”means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, andall conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’s obligationsto deliver the Securities, in each case, have been satisfied or waived, but in no event later than the second (2^nd) TradingDay following the date hereof.

“Commission”means the United States Securities and Exchange Commission.

“Common Stock”means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafterbe reclassified or changed.

“Common Stock Equivalents”means any securities of the Company or any of its Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock,including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible intoor exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Company Counsel”means Sichenzia Ross Ference Carmel LLP, with offices located at 1185 Avenue of the Americas, 31st Floor, New York, NY 10036.

“Disclosure Schedules”means the Disclosure Schedules of the Company delivered concurrently herewith.

“Evaluation Date”shall have the meaning ascribed to such term in Section 3.1(s).

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

“Exempt Issuance”means the issuance of (a) shares of Common Stock, restricted stock, restricted stock units or options to employees, officers, consultants,other service providers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majorityof the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors establishedfor such purpose, for services rendered to the Company, (b) the Shares, the Warrants, the Pre-Funded Warrants, the Warrant Shares, andthe Pre-Funded Warrant Shares, (c) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeablefor or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities havenot been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchangeprice or conversion price of such securities (other than in connection with automatic price resets, stock splits, adjustments or combinationsas set forth in such securities) or to extend the term of such securities and (d) securities issued pursuant to acquisitions or strategictransactions approved by a majority of the disinterested directors of the Company (including those that may result in a change of controlof the Company) , provided that, unless otherwise approved by the Placement Agent, such securities are issued as “restricted securities”(as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connectiontherewith during the prohibition period inSection 10(a) of the Placement Agency Agreement, and provided that any such issuanceshall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company oran owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits inaddition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for thepurpose of raising capital or to an entity whose primary business is investing in securities.

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“FCPA” meansthe Foreign Corrupt Practices Act of 1977, as amended.

“GAAP” shallhave the meaning ascribed to such term in Section 3.1(h).

“Indebtedness”shall have the meaning ascribed to such term in Section 3.1(aa).

“Intellectual PropertyRights” shall have the meaning ascribed to such term in Section 3.1(p).

“Liens” meansa lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

“Lock-Up Agreements”means the written agreement, in the form of Exhibit B attached hereto, addressed to the Placement Agent by each of the Company’sdirectors, officers and holders of 10% or more of the Company’s outstanding shares of Common Stock (and all holders of securitiesexercisable for or convertible into shares of Common Stock).

“Material Adverse Effect”shall have the meaning assigned to such term in Section 3.1(b).

“Material Permits”shall have the meaning ascribed to such term in Section 3.1(n).

“Per Share Purchase Price”equals $[_________], subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similartransactions of the Common Stock that occur after the date of this Agreement, provided that the purchase price per Pre-Funded Warrantshall be the Per Share Purchase Price minus $0.001.

“Person” meansan 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.

“Placement Agent”means Maxim Group LLC.

“Placement AgencyAgreement” means the Placement Agency Agreement by and between the Company and the Placement Agent dated the date hereof.

“Pre-Funded Warrants”means, collectively, the Pre-Funded Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section2.2(a) hereof, which Pre-Funded Warrants shall be issued pursuant to the Registration Statement, exercisable immediately and shall expirewhen exercised in full, the form of Exhibit __ attached hereto.

“Pre-Funded Warrant Shares”means the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants.

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“Preliminary Prospectus”means any preliminary prospectus included in the Registration Statement, as originally filed or as part of any amendment thereto, or filedwith the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Securities Act.

“Proceeding”means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,such as a deposition), whether commenced or threatened.

“Product” hasthe meaning ascribed to that term in Section 3.1(ii).

“Prospectus”means the final pricing prospectus filed for the Registration Statement complying with Rule 424(b) of the Securities Act

“Purchaser Party”shall have the meaning ascribed to such term in Section 4.8.

“Registration Statement”means the effective Registration Statement on Form S-1, as amended (File No. 333-279045) which registers the sale of the Shares, the Warrants,the Pre-Funded Warrants, the Warrant Shares and the Pre-Funded Warrant Shares to the Purchasers.

“Required Approvals”shall have the meaning ascribed to such term in Section 3.1(e).

“Rule 144” meansRule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, orany similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Rule 424” meansRule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, orany similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“SEC Reports”shall have the meaning ascribed to such term in Section 3.1(h).

“Securities”means the Shares, the Warrants, the Pre-Funded Warrants, the Warrant Shares and the Pre-Funded Warrant Shares.

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

“Shares” meansthe shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.

“Short Sales”means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to includelocating and/or borrowing shares of Common Stock).

“Subscription Amount”means, as to each Purchaser, the aggregate amount to be paid for Shares, Pre-Funded Warrants, and Warrants purchased hereunder as specifiedbelow such Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription Amount,” inUnited States dollars and in immediately available funds.

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“Subsidiary”means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formedor acquired after the date hereof.

“Trading Day”means a day on which the principal Trading Market is open for trading.

“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: theNYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, and the New York Stock Exchange (orany successors to any of the foregoing).

“Transaction Documents”means this Agreement, the Pre-Funded Warrants, the Warrants the Warrant Agency Agreement and the Placement Agency Agreement, all exhibitsand schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder.

“Transfer Agent”means vStock Transfer, LLC., the current transfer agent of the Company with a mailing address of 18 Lafayette Pl.., Woodmere, NY 11598,and any successor transfer agent of the Company.

“Variable Rate Transaction”shall have the meaning ascribed to such term in Section 4.12(b).

“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 quotedon a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on theTrading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m.(New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average priceof the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not thenlisted 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 similarorganization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported,or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in goodfaith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the feesand expenses of which shall be paid by the Company.

“Warrant Agency Agreement”means the Warrant Agency Agreement dated as of the Closing Date between the Company and the Warrant Agent.

“Warrant Agent” meansvStock Transfer, LLC., the current transfer agent of the Company with a mailing address of 18 Lafayette Pl., Woodmere, NY 11598, and anysuccessor warrant agent of the Company.

“Warrants” means,collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof,which Warrants shall be immediately exercisable following the Closing Date and have a term of exercise equal to five years (5) years,in the form of Exhibit A attached hereto.

“Warrant Shares”means the shares of Common Stock issuable upon exercise of the Warrants.

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ARTICLEII.
PURCHASE AND SALE

2.1Closing.On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and deliveryof this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase,up to an aggregate of $[___________] of Shares and Warrants; provided, however, that, to the extent a Purchaser determines, inits sole discretion, that such Purchaser (together with such Purchaser’s Affiliates) would beneficially own in excess of the BeneficialOwnership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Pre-FundedWarrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company.The “Beneficial Ownership Limitation” shall be 4.99% (or, at the election of the Purchaser at the Closing, 9.99%) of the numberof shares of the Common Stock outstanding immediately after giving effect to the issuance of the Securities on the Closing Date. EachPurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for“Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respectiveShares (or Pre-Funded Warrants) and Warrants as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliverthe other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections2.2 and 2.3, the Closing shall occur at the offices of Agent’s Counsel or such other location as the parties shall mutually agree.Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”)(i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released bythe Transfer Agent directly to the accounts) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the PlacementAgent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the PlacementAgent (or its clearing firm) by wire transfer to the Company. Notwithstanding anything to the contrary herein and a Purchaser’sSubscription Amount set forth on the signature pages attached hereto, the number of Shares purchased by a Purchaser (and its Affiliates)hereunder shall not, when aggregated with all other shares of Common Stock owned by such Purchaser (and its Affiliates) at such time,result in such Purchaser beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act) in excess of 9.9% ofthe then issued and outstanding Common Stock outstanding at the Closing (the “Beneficial Ownership Maximum”), and suchPurchaser’s Subscription Amount, to the extent it would otherwise exceed the Beneficial Ownership Maximum immediately prior to theClosing, shall be conditioned upon the issuance of Shares at the Closing to the other Purchasers signatory hereto to the extent necessaryto reduce such Purchaser’s beneficial ownership of Common Stock below the Beneficial Ownership Maximum, after taking such Purchaser’sSubscription Amount. To the extent that a Purchaser’s beneficial ownership of the Shares would otherwise be deemed to exceed theBeneficial Ownership Maximum, such Purchaser’s Subscription Amount shall automatically be reduced as necessary in order to complywith this paragraph. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants)delivered on or prior to 4:00 p.m. (New York City time) on the Trading Day prior to the Closing Date, which may be delivered at any timeafter the time of execution of this Agreement, the Company agrees to deliver the applicable Pre-Funded Warrant Shares subject to suchnotice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as definedin the Pre-Funded Warrants) for purposes hereunder.

2.2Deliveries.

(a)Onor prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser and the Placement Agent the following:

(i)thisAgreement duly executed by the Company;

(ii)alegal opinion of Company Counsel (including, without limitation, a negative assurance letter), (ii) a legal opinion of _________. on intellectualproperty matters, and (iii) a legal opinion of ______________on regulatory matters, each in a form satisfactory to the Placement Agentand each Purchaser;

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(iii)cold comfort letters from MaloneBailey LLP addressed to the Purchasers and the Placement Agent in form and substance reasonably satisfactoryin all material respects to the Placement Agent (on the date of this Agreement and on the Closing Date);

(iv)dulyexecuted Lock-Up Agreements.

(v)duly executed Warrant Agency Agreement.

(vi)subjectto the last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliveron an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equalto such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser;

(vii)aWarrant in the form of Exhibit A attached hereto registered in the name of such Purchaser to purchase up to a number of sharesof Common Stock equal to 100% of such Purchaser’s Shares, with an initial exercise price equal to $[___], subject to adjustmenttherein;

(viii)foreach Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchaseup to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to the Pre-FundedWarrant divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001, subject to adjustment therein; and

(ix)theProspectus (which may be delivered in accordance with Rule 172 under the Securities Act).

(b)Onor prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:

(i)thisAgreement duly executed by such Purchaser; and

(ii)suchPurchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Companyor its designee.

2.3ClosingConditions.

(a)Theobligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

(i)theaccuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect,in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specificdate therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualifiedby materiality or Material Adverse Effect, in all respects) as of such date);

(ii)allobligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performedin all material respects; and

(iii)thedelivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.

(b)Therespective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:

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(i)theaccuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect,in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as ofa specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warrantiesare qualified by materiality or Material Adverse Effect, in all respects) as of such date);

(ii)allobligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performedin all material respects;

(iii)thedelivery by the Company of the items set forth in Section 2.2(a) of this Agreement;

(iv)thereshall have been no Material Adverse Effect with respect to the Company since the date hereof;

(v)eachof the Lock-Up Agreements shall remain in full force and effect; and

(vi)fromthe date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’sprincipal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shallnot have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by suchservice, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authoritiesnor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitudein its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser,makes it impracticable or inadvisable to purchase the Securities at the Closing.

ARTICLEIII.
REPRESENTATIONS AND WARRANTIES

3.1Representationsand Warranties of the Company. Except as set forth in the SEC Reports (as defined below) to the extent it is specifically referencedin this section, and the Disclosure Schedules, which Disclosure Schedules shall be deemed a part hereof and shall qualify any representationor otherwise made herein to the extent of the disclosure contained in the corresponding section of the Disclosure Schedules, the Companyhereby makes the following representations and warranties to each Purchaser:

(a)Subsidiaries.All of the Subsidiaries of the Company and their respective jurisdictions of incorporation or organization are set forth on Schedule3.1(a). Except as set forth on Schedule 3.1(a), the Company owns, directly or indirectly, all of the capital stock or other equityinterests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock or other equityinterests of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribefor or purchase securities.

(b)Organizationand Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existingand in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority toown and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any of its Subsidiariesis in violation nor default of any of the provisions of its articles of incorporation, certificate of incorporation, bylaws or other organizationalor charter documents. The Company and each of its Subsidiaries is duly qualified to conduct business and is in good standing as a foreigncorporation or other entity in each jurisdiction in which the nature of its business or property it owns makes such qualification necessary,except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to resultin: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effecton the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and its Subsidiaries, or(iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations underany Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no Proceeding has been institutedin any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

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(c)Authorization:Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplatedby this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. Theexecution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of thetransactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no furtheraction is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith otherthan in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been (orupon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitutethe valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited bygeneral equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affectingenforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctiverelief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(d)NoConflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which itis a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby donot and will not (i) conflict with or violate any provision of the articles of incorporation, certificate of incorporation or bylaws orother organizational documents of the Company or any of its Subsidiaries, or (ii) conflict with, or constitute a default (or an eventthat with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the propertiesor assets of the Company or any of its Subsidiaries or give to others any rights of termination, amendment, anti-dilution or similar adjustments,acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument(evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any of its Subsidiaries is a partyor by which any property or asset of the Company or any of its Subsidiaries is bound or affected, or (iii) subject to the Required Approvals,conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any courtor governmental authority to which the Company or any of its Subsidiaries is subject (including federal and state securities laws andregulations), or by which any property or asset of the Company or any of its Subsidiaries is bound or affected; except in the case ofclause (ii), such as could not have or reasonably be expected to result in a Material Adverse Effect.

(e)Filings,Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to,or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connectionwith the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filings required pursuantto Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus and (iii) application(s) to each applicable TradingMarket for the listing of the Shares, Pre-Funded Warrant Shares and Warrant Shares for trading thereon in the time and manner requiredthereby.(collectively, the “Required Approvals”).

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(f)Issuanceof the Securities: Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicableTransaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company.The Warrant Shares and the Pre-Funded Warrant Shares, when issued in accordance with the terms of the Warrants and the Pre-Funded Warrants,will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved fromits duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement, the Warrants and thePre-Funded Warrants. The Company has prepared and filed the Registration Statement in conformity with the requirements of the SecuritiesAct, which became effective on May__, 2024 (the “Effective Date”), including the Preliminary Prospectus, the Prospectus,and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effectiveunder the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventingthe use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledgeof the Company, are threatened by the Commission. The Company shall file the Prospectus with the Commission pursuant to Rule 424(b). Atthe time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date,the Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the SecuritiesAct and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be statedtherein or necessary to make the statements therein not misleading; and the Prospectus and any amendments or supplements thereto at thetime the Prospectus or any such amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in allmaterial respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact oromit to state a material fact necessary in order to make the statements therein, in the light of the circ*mstances under which they weremade, not misleading.

(g)Capitalization.The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g). which Schedule 3.1(g) shallalso include the number of shares of Common Stock owned beneficially, and of record, by Subsidiaries and Affiliates of the Company asof the date hereof. Except as set forth on Schedule 3.1(g) or in the SEC Reports (as defined below). the Company has not issuedany capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employeestock options under the Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’semployee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date ofthe most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation,or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as set forth on Schedule3.1(g) and as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribeto, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisableor exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments,understandings or arrangements by which the Company is or may become bound to issue additional shares of Common Stock or Common StockEquivalents. Except as set forth on Schedule 3.1(g). the issuance and sale of the Securities will not obligate the Company or anyof its Subsidiaries to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not resultin a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities.Except as set forth on Schedule 3.1(g) or the SEC Reports, there are no outstanding securities or instruments of the Company thatcontain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Companyor any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries. The Company does nothave any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstandingshares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliancewith all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similarrights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or othersis required for the issuance and sale of the Securities. Except as set forth on Schedule 3.1(g). there are no stockholders agreements,voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, tothe knowledge of the Company, between or among any of the Company’s stockholders. On January 22, 2024 the Company effected a 1-for-21reverse split of its authorized and issued shares of Common Stock .

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(h)SECReports: Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to befiled by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the twoyears preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoingmaterials, including the exhibits thereto and documents incorporated by reference therein, together with the Registration Statement, thePreliminary Prospectus and the Prospectus , being collectively referred to herein as the “SEC Reports”) on a timelybasis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any suchextension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Actand the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omittedto state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circ*mstancesunder which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all materialrespects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect atthe time of filing. No other financial statements or supporting schedules or exhibits are required by Regulation S-X to be described orincluded in the Registration Statement or the Prospectus. The pro forma and pro forma as adjusted financial information included in theRegistration Statement and the Prospectus have been properly compiled and prepared in accordance with the applicable requirements of theSecurities Act and the Exchange Act and present fairly the information shown therein, and the assumptions used in the preparation thereofare reasonable, and the adjustments used therein are appropriate to give effect to the transactions and circ*mstances referred to therein.Except as included therein, no historical or pro forma financial statements are required to be included in the Registration Statementor the Prospectus under the Securities Act and the Exchange Act. .Such financial statements have been prepared in accordance with UnitedStates generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”),except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statementsmay not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company andits consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended,subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All disclosures contained in the RegistrationStatement or the Prospectus, or incorporated or deemed incorporated by reference therein, regarding “non-GAAP financial measures”(as such term is defined by the rules and regulations of the Commission), if any, comply with Regulation G of the Exchange Act and Item10 of Regulation S-K of the Securities Act, to the extent applicable. To the extent required by the Securities Act, each of the RegistrationStatement and the Prospectus discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations),and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effecton the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capitalresources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement and the Prospectus, oras disclosed in the SEC Report, since the date of the latest audited financial statements (i) neither the Company nor any of its directand indirect Subsidiaries, including each entity disclosed or described in the Registration Statement and the Prospectus as being a subsidiaryof the Company, has incurred any material liabilities or obligations, direct or contingent that are material to the Company, or enteredinto any transactions that are material to the Company, other than in the ordinary course of business, (ii) except for dividends on thepresently outstanding shares of the Company’s preferred stock, the Company has not declared or paid any dividends or made any distributionof any kind with respect to its capital stock, (iii) there has not been any change in the capital stock of the Company or any of its Subsidiaries,or, other than in the course of business or any grants under any stock compensation plan, and (iv) there has not been any material adversechange in the Company’s long-term or short-term debt.

(i)MaterialChanges: Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included withinthe SEC Reports, except as set forth on Schedule 3.1(i) or in the SEC Reports, (i) there has been no event, occurrence or development,that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company, any has not incurred any liabilities(contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent withpast practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosedin filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared ormade any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchaseor redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate,except pursuant to existing Company stock option plans. The Company does not have pending before the Commission any request for confidentialtreatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i),no event, liability, fact, circ*mstance, occurrence or development has occurred or exists or is reasonably expected to occur or existwith respect to the Company, its Subsidiaries or any of their respective business, prospects, properties, operations, assets or financialcondition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is madeor deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

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(j)Litigation.Except as set forth on Schedule 3.1(j) or in the SEC Reports, there is no action, suit, inquiry, notice of violation, proceedingor investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any of its Subsidiaries orany of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal,state, county, local or foreign) (collectively, an “Action”). Except as set forth on Schedule 3.1(j), no Actionset forth on Schedule 3.1(j) (i) adversely affects or challenges the legality, validity or enforceability of any of the TransactionDocuments or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a MaterialAdverse Effect. Neither the Company, nor any of its Subsidiaries nor any of their respective directors or officers, is or has been thesubject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciaryduty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commissioninvolving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or otherorder suspending the effectiveness of any registration statement filed by the Company under the Exchange Act or the Securities Act.

(k)LaborRelations. No labor dispute exists or, to the knowledge of the Company is imminent with respect to any of the employees of the Companyor any of its Subsidiaries that could reasonably be expected to result in a Material Adverse Effect. None of the employees of the Companyor any of its Subsidiaries is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary,and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company believes that relationshipswith its employees and the employees of its Subsidiaries are good. To the knowledge of the Company, no executive officer of the Companyor any of its Subsidiaries is, or is now expected to be, in violation of any material term of any employment contract, confidentiality,disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenantin favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiariesto any liability with respect to any of the foregoing matters. The Company and each of its Subsidiaries is in compliance with all U.S.federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employmentand wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expectedto have a Material Adverse Effect.

(l)Compliance.Except as set forth on Schedule 3.1(1), neither the Company nor any of its Subsidiaries: (i) is in default under or in violationof (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Companyor such Subsidiary under), nor has the Company or any of its Subsidiaries received notice of a claim that it is in default under or thatit is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by whichit or any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment,decree or order of any court, arbitrator or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinanceor regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes,environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in eachcase as could not have or reasonably be expected to result in a Material Adverse Effect.

(m)EnvironmentalLaws. The Company and each of its Subsidiaries (i) is in compliance with all federal, state, local and foreign laws relating to pollutionor protection of human health or the environment (including ambient air, surface water, groundwater, land surface or subsurface strata),including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic orhazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating tothe manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well asall authorizations, codes, decrees, demands, or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits,plans or regulations, issued, entered, promulgated or approved thereunder (“Environmental Laws”): (ii) has receivedall permits licenses or other approvals required of it under applicable Environmental Laws to conduct its business; and (iii) is in compliancewith all terms and conditions of any such permit, license or approval where in each clause (i), (ii) and (iii), the failure to so complycould be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

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(n)RegulatoryPermits. Except as set forth on Schedule 3.1(n), the Company and each of its Subsidiaries possesses all certificates, authorizationsand permits issued by the appropriate federal, state, local or foreign regulatory authorities, including, without limitation, those administeredby the U.S. Food and Drug Administration (“FDA”) of the U.S. Department of Health and Human Services, or by any foreign,federal, state or local governmental or regulatory authority performing functions similar to those performed by the FDA necessary to conductit* business as described in the SEC Reports, except where the failure to possess such permits could not reasonably be expected to resultin a Material Adverse Effect (“Material Permits”), and neither the Company nor any of its Subsidiaries has receivedany notice of proceedings relating to the revocation or modification of any Material Permit.

(o)Titleto Assets. The Company and each of its Subsidiaries, has good and marketable title in fee simple to all real property owned by itand good and marketable title in all personal property owned by it that is material to the business of the Company and such Subsidiary,in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materiallyinterfere with the use made and proposed to be made of such property by the Company or such Subsidiary and (ii) Liens for the paymentof federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment of whichis neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company or any of its Subsidiariesis held by it under valid, subsisting and enforceable leases with which the Company or such Subsidiary is in compliance.

(p)IntellectualProperty. The Company and each of its Subsidiaries has, or has rights to use, all patents, patent applications, trademarks, trademarkapplications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similarrights necessary or required for use in connection with its business as described in the SEC Reports and which the failure to so havecould have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). Neither the Company nor anyof its Subsidiaries has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminatedor been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement exceptwhere such expiration, termination or abandonment would not reasonably be expected to have a Material Adverse Effect. Neither the Companynor any of its Subsidiaries has received, since the date of the latest audited financial statements included within the SEC Reports, awritten notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights ofany Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company,all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the IntellectualProperty Rights. The Company and each of its Subsidiaries has taken reasonable security measures to protect the secrecy, confidentialityand value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonablybe expected to have a Material Adverse Effect.

(q)Insurance.The Company and each of its Subsidiaries is insured by insurers of recognized financial responsibility against such losses and risks andin such amounts as are prudent and customary in the business in which the Company or such Subsidiary is engaged, including, but not limitedto, directors and officers insurance coverage of $3,000,000. The Company has no reason to believe that it or any of its Subsidiaries willnot be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurersas may be necessary to continue its business without a significant increase in cost.

(r)TransactionsWith Affiliates and Employees. Except as set forth on Schedule 3.1(r) or the SEC Reports, none of the officers or directorsof the Company or any of its Subsidiaries, and, to the knowledge of the Company, none of the employees of the Company or any of its Subsidiaries,is presently a party to any transaction with the Company or any of its Subsidiaries (other than for services as employees, officers anddirectors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rentalof real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring paymentsto or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or anysuch employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of$120,000 other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursem*nt for expenses incurred on behalfof the Company or any of its Subsidiaries and (iii) other employee benefits, including stock option agreements under any stock optionplan of the Company.

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(s)Sarbanes-Oxley;Internal Accounting Controls. The Company is in compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder thatare effective as of the date hereof and as of the Closing Date. Except as set forth on Schedule 3.1(s), the Company maintains asystem of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance withmanagement’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financialstatements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’sgeneral or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonableintervals and appropriate action is taken with respect to any differences. Except as set forth on Schedule 3.1(s), the Companyhas established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company, and designedsuch disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files orsubmits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’srules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures ofthe Company as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “EvaluationDate”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifyingofficers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Sincethe Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the ExchangeAct) of the Company that have materially affected, or is reasonably likely to materially affect, the internal control over financial reportingof the Company.

(t)CertainFees. Other than the compensation payable to the Placement Agent pursuant to the terms of the Placement Agency Agreement and as setforth in the Registration Statement and the Prospectus relating to the placement of the Securities, no brokerage or finder’s feesor commissions are or will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investmentbanker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Purchasers shall have noobligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplatedin this Section that may be due in connection with the transactions contemplated by the Transaction Documents.

(u)InvestmentCompany. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will not beor be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Companyshall conduct its business in a manner so that it will not become an “investment company” subject to registration under theInvestment Company Act of 1940, as amended.

(v)RegistrationRights. Except as set forth on Schedule 3.1(v), no Person has any right to cause the Company to effect the registrationunder the Securities Act of any securities of the Company or any of its Subsidiaries.

(w)Listingand Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Companyhas taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the CommonStock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration.Except as set forth on Schedule 3.1(w) or the SEC Reports, the Company has not in the 12 months preceding the date hereof receivednotice from any Trading Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliancewith the listing or maintenance requirements of such Trading Market. Except as set forth on Schedule 3.1(w) or the SEC Reports,the Company has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing andmaintenance requirements. The Common Stock is currently eligible for electronic transfer through the Depository Trust Company or anotherestablished clearing corporation and the Company is current in payment of the fees to the Depository Trust Company (or such other establishedclearing corporation) in connection with such electronic transfer.

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(x)Applicationof Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicableany control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similaranti-takeover provision under the Company’s articles of incorporation (or similar charter documents) or the laws of its state ofincorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligationsor exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance ofthe Securities and the Purchasers’ ownership of the Securities.

(y)Disclosure.Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirmsthat neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any informationthat it believes constitutes or might constitute material, nonpublic information which is not otherwise disclosed in the RegistrationStatement and the Prospectus. The Company understands and confirms that the Purchasers will rely on the foregoing representation in effectingtransactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers regardingthe Company, its business and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, is true andcorrect and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make thestatements made therein, in the light of the circ*mstances under which they were made, not misleading. The press releases disseminatedby the Company during the 12 months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a materialfact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the lightof the circ*mstances under which they were made and when made, not misleading. The Company acknowledges and agrees that no Purchaser makesor has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forthin Section 3.2 hereof.

(z)NoIntegrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, neitherthe Company, nor any of its Subsidiaries to Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, madeany offers or sales of any security or solicited any offers to buy any security, under circ*mstances that would cause this offering ofthe Securities to be integrated with prior offerings by the Company for purposes of (i) the Securities Act, or (ii) any applicable shareholderapproval provisions of any Trading Market on which any of the securities of the Company are listed or designated.

(aa)Solvency.Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt by the Companyof the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Company’s assets exceeds the amountthat will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known contingentliabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its business asnow conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements of thebusiness conducted by the Company, consolidated and projected capital requirements and capital availability thereof, and (iii) the currentcash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking intoaccount all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when such amountsare required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into accountthe timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any facts or circ*mstanceswhich lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdictionwithin one year from the Closing Date. Schedule 3.1(aa) sets forth as of the date hereof all outstanding secured and unsecuredIndebtedness of the Company and its Subsidiaries or for which the Company or any of its Subsidiaries has commitments. For the purposesof this Agreement, “Indebtedness” means (x) any liabilities for borrowed money or amounts owed in excess of $50,000(other than trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsem*nts and other contingentobligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s consolidatedbalance sheet (or the notes thereto), except guaranties by endorsem*nt of negotiable instruments for deposit or collection or similartransactions in the ordinary course of business; and (z) the present value of any lease payments in excess of $50,000 due under leasesrequired to be capitalized in accordance with GAAP. Neither the Company nor any of its Subsidiaries is in default with respect to anyIndebtedness.

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(bb)TaxStatus. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a MaterialAdverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income and allforeign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paidall taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reportsand declarations and (iii) has set aside on its books provision reasonably adequate for the payment of all material taxes for periodssubsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimedto be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim.

(cc)ForeignCorrupt Practices. Neither the Company nor any of its Subsidiaries, nor to the knowledge of the Company, any agent or other personacting on behalf of the Company or any of its Subsidiaries has (i) directly or indirectly, used any funds for unlawful contributions,gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreignor domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii)failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf of which theCompany is aware) which is in violation of law, or (iv) violated in any material respect any provision of FCPA.

(dd)Accountants.The Company’s independent registered public accounting firm is MaloneBailey LLP. To the knowledge and belief of the Company, suchaccounting firm (i) is a registered public accounting firm as required by the Exchange Act and (ii) shall express its opinion with respectto the financial statements to be included in the Company’s Annual Report for the fiscal year ended October 31, 2024.

(ee)AcknowledgmentRegarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each of the Purchasers is actingsolely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplatedthereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similarcapacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser orany of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated therebyis merely incidental to the Purchasers’ purchase of the Securities. The Company further represents to each Purchaser that the Company’sdecision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactionscontemplated hereby by the Company and its representatives.

(ff)AcknowledgmentRegarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrarynotwithstanding (except for Sections 3.2(f) and 4.14 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchasershas been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securitiesof the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specifiedterm; (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Salesor “derivative” transactions, before or after the closing of this or future private placement transactions, may negativelyimpact the market price of the Company’s publicly-traded securities; (iii) any Purchaser, and counter-parties in “derivative”transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in theCommon Stock, and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-partyin any “derivative” transaction. The Company further understands and acknowledges that (y) one or more Purchasers may engagein hedging activities at various times during the period that the Securities are outstanding, including, without limitation, during theperiods that the value of the Warrant Shares or Pre-Funded Warrant Shares deliverable with respect to Securities are being determined,and (z) such hedging activities (if any) could reduce the value of the existing stockholders’ equity interests in the Company atand after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activitiesdo not constitute a breach of any of the Transaction Documents.

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(gg)RegulationM Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any actiondesigned to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the saleor resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Securities,or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company,other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s Placement Agent in connection with the placementof the Securities.

(hh)[Reserved]

(ii)FDA.As to each product subject to the jurisdiction of the FDA under the Federal Food, Drug and Cosmetic Act, as amended, and the regulationsthereunder (“FDCA”) that is manufactured, packaged, labeled, tested, distributed, sold, and/or marketed by the Company orany of its Subsidiaries (each such product, a “Product”), such Product is being manufactured, packaged, labeled, tested,distributed, sold and/or marketed by the Company or such Subsidiary in compliance with all applicable requirements under FDCA and similarlaws, rules and regulations relating to registration, investigational use, premarket clearance, licensure, or application approval, goodmanufacturing practices, good laboratory practices, good clinical practices, product listing, quotas, labeling, advertising, record keepingand filing of reports, except where the failure to be in compliance would not have a Material Adverse Effect. Except as set forth on Schedule3.1(ii), there is no pending, completed or, to the Company’s knowledge, threatened, action (including any lawsuit, arbitration,or legal or administrative or regulatory proceeding, charge, complaint, or investigation) against the Company or any of its Subsidiariesor Affiliates, and none of the Company or any of its Subsidiaries or Affiliates has received any notice, warning letter or other communicationfrom the FDA or any other governmental entity, which (i) contests the premarket clearance, licensure, registration, or approval of, theuses of, the distribution of, the manufacturing or packaging of, the testing of, the sale of, or the labeling and promotion of any Product,(ii) withdraws its approval of, requests the recall, suspension, or seizure of, or withdraws or orders the withdrawal of advertising orsales promotional materials relating to, any Product, (iii) enters or proposes to enter into a consent decree of permanent injunctionwith the Company or any of its Subsidiaries, or (iv) otherwise alleges any violation of any laws, rules or regulations by the Companyor any of its Subsidiaries, and which, either individually or in the aggregate, would have a Material Adverse Effect. The properties,business and operations of the Company and each of its Subsidiaries have been and are being conducted in all material respects in accordancewith all applicable laws, rules and regulations of the FDA. Except as set forth on Schedule 3.1(ii), neither the Company nor anyof its Subsidiaries or Affiliates has been informed by the FDA that the FDA will prohibit the marketing, sale, license or use in the UnitedStates of any product proposed to be developed, produced or marketed by the Company or its Subsidiaries nor has the FDA expressed anyconcern as to approving or clearing for marketing any product being developed or marketed or proposed to be developed or marketed by theCompany or any of its Subsidiaries.

(jj)Cybersecurity.(i)(x) Except as set forth on Schedule 3.1(jj). there has been no security breach or other compromise of or relating to any ofthe Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (includingthe data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipmentor technology (collectively, “IT Systems and Data”) and (y) the Company and the Subsidiaries have not been notifiedof, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromiseto its IT Systems and Data; (ii) the Company and the Subsidiaries are presently in compliance with all applicable laws or statutes andall judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies andcontractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Datafrom unauthorized use, access, misappropriation or modification, except as would not, individually or in the aggregate, have a MaterialAdverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained commercially reasonable safeguards to maintainand protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems andData; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology consistent with industry standardsand practices.

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(kk)StockOption Plans. Each stock option granted by the Company under the Company’s stock option plan was granted (i) in accordance withthe terms of the Company’s stock option plan and (ii) with an exercise price at least equal to the fair market value of the CommonStock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under the Company’sstock option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practiceto knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the release or other publicannouncement of material information regarding the Company or its Subsidiaries or their financial results or prospects.

(ll)Officeof Foreign Assets Control. Neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, any director,officer, agent, employee or affiliate of the Company or any of its Subsidiaries is currently subject to any U.S. sanctions administeredby the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).

(mm)U.S.Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is or has ever been a U.S. real propertyholding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certifyupon Purchaser’s request.

(nn)BankHolding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of 1956,as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “FederalReserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent(5%) or more of the outstanding shares of any class of voting securities or twenty-five percent or more of the total equity of a bankor any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries orAffiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and toregulation by the Federal Reserve.

(oo)MoneyLaundering. The operations of the Company and each of its Subsidiaries is and has been conducted at all times in compliance withapplicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended,applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money LaunderingLaws”), and no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator involvingthe Company or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(pp)Lock-UpAgreements. Each of the Company’s directors, officers and holders of 10% or more of the Company’s outstanding shares ofCommon Stock as of the date of this Agreement has signed a Lock-Up Agreement.

(qq)FINRAAffiliation. To the knowledge of the Company, no officer, director or any beneficial owner of 10% or more of the Company’s CommonStock or Common Stock Equivalents has any direct or indirect affiliation or association with any member of the Financial Industry RegulatoryAuthority (“FINRA”) (as determined in accordance with the rules and regulations of FINRA) that is participating inthis offering. Except for securities purchased on the open market, no Company Affiliate is an owner of stock or other securities of anymember of FINRA. No Company Affiliate has made a subordinated loan to any member of FINRA. No proceeds from the sale of the Securities(excluding compensation as disclosed in the Prospectus to the Placement Agent) will be paid to any FINRA member, any persons associatedwith a FINRA member or an affiliate of a FINRA member. Except as disclosed in the Registration Statement and Prospectus, no person towhom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the RegistrationStatement is a FINRA member, is a person associated with a FINRA member or is an affiliate of a FINRA member. No FINRA member participatingin this offering has a conflict of interest with the Company. For this purpose, a “conflict of interest” exists when a FINRAmember, the parent or affiliate of a FINRA member or any person associated with a FINRA member in the aggregate beneficially own 5% ormore of the Company’s outstanding subordinated debt or common equity, or 5% or more of the Company’s preferred equity. “FINRAmember participating in the offering” includes any associated person of a FINRA member that is participating in the offering, anymember of such associated person’s immediate family and any affiliate of a FINRA member that is participating in the offering. “Anyperson associated with a FINRA member” means (1) a natural person who is registered or has applied for registration under the rulesof FINRA and (2) a sole proprietor, partner, officer, director, or branch manager of a FINRA member, or other natural person occupyinga similar status or performing similar functions, or a natural person engaged in the investment banking or securities business who isdirectly or indirectly controlling or controlled by a FINRA member. When used in this Section 3.1(ss) the term “affiliate of a FINRAmember” or “affiliated with a FINRA member” means an entity that controls, is controlled by or is under common controlwith a FINRA member. The Company will advise the Placement Agent and Agent’s Counsel if it learns that any officer, director orowner of 10% or more of the Company’s outstanding Common Stock or Common Stock Equivalents is or becomes an affiliate or associatedperson of a FINRA member firm.

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(rr)Officers’ Certificate. Any certificate signed by any duly authorized officer of the Company and delivered to the Purchasersshall be deemed a representation and warranty by the Company to the Purchasers as to the matters covered thereby.

3.2Representationsand Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of thedate hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurateas of such date):

(a)Organization:Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standingunder the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability companyor similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwiseto carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents to which such Purchaseris a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents have been duly authorizedby all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. EachTransaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordancewith the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordancewith its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratoriumand other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating tothe availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contributionprovisions may be limited by applicable law.

(b)Understandingsor Arrangements. Such Purchaser is acquiring such Securities as principal for his, her or its own account and not with a view to orfor distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securitieslaw, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securitieslaw and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution ofsuch Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limitingsuch Purchaser’s right to sell such Securities pursuant to a registration statement or otherwise in compliance with applicable federaland state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business.

(c)PurchaserStatus. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, either: (i) an “accreditedinvestor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutionalbuyer” as defined in Rule 144A(a) under the Securities Act.

(d)Experienceof Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experiencein business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities,and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in theSecurities and, at the present time, is able to afford a complete loss of such investment.

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(e)Accessto Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibitsand schedules thereto) and the SEC Reports and has been afforded, (i) the opportunity to ask such questions as it has deemed necessaryof, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securitiesand the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition, resultsof operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunityto obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessaryto make an informed investment decision with respect to the investment. Such Purchaser acknowledges and agrees that neither the PlacementAgent nor any Affiliate of the Placement Agent has provided such Purchaser with any information or advice with respect to the Securitiesnor is such information or advice necessary or desired. Such Purchaser further acknowledges and agrees that neither the Placement Agentnor any Affiliate has made or makes any representation as to the Company or the quality of the Securities and that the Placement Agentand any Affiliate may have acquired non-public information with respect to the Company which such Purchaser agrees need not be providedto it. In connection with the issuance of the Securities to such Purchaser, neither the Placement Agent nor any of its Affiliates hasacted as a financial advisor or fiduciary to such Purchaser.

(f)CertainTransactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor hasany Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases orsales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser was firstcontacted by the Company or any other Person representing the Company regarding the transactions contemplated hereunder and ending immediatelyprior to the execution hereof. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle wherebyseparate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledgeof the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the representationset forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decisionto purchase the Securities covered by this Agreement. Other than to other Persons party to this Agreement or to such Purchaser’srepresentatives, including, without limitation, its officers, directors, partners, legal and other advisors, employees, agents and Affiliates,such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existenceand terms of this transaction). Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute arepresentation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similartransactions in the future.

(g) General Solicitation. Such Purchaser is not purchasingthe Securities as a result of any advertisem*nt, article, notice or other communication regarding the Securities published in any newspaper,magazine or similar media or broadcast over television or radio or presented at any seminar or, to the knowledge of such Purchaser, anyother general solicitation or general advertisem*nt.

(h) Information Regarding Purchaser. The Purchaserhas provided the Company with true, complete, and correct information regarding all applicable items set forth on the Purchaser’ssignature page to this Agreement.

The Company acknowledges and agrees that the representationscontained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representationsand warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any otherdocument or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplatedhereby.

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ARTICLEIV.
OTHER AGREEMENTS OF THE PARTIES

4.1NoLegends

(a)TheShares, the Pre-Funded Warrants, the Warrants, the Pre-Funded Warrant Shares and the Warrant Shares shall be issued free of legends.

4.2Furnishingof Information.

(a)Untilthe earliest of the time that (i) no Purchaser owns Securities or (ii) the Warrants have expired, the Company covenants to timely file(or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Companyafter the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the ExchangeAct.

4.3Integration.The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section2 of the Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations ofany Trading Market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approvalis obtained before the closing of such subsequent transaction.

4.4SecuritiesLaws Disclosure: Publicity. The Company shall (a) by 8:00 a.m. (New York City time) on May [___], 2024, issue a press release disclosingthe material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documentsas exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press release,the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any ofthe Purchasers by the Company or any of its officers, directors, employees or agents in connection with the transactions contemplatedby the Transaction Documents. In addition, effective upon the issuance of such press release, the Company acknowledges and agrees thatany and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company or any of its officers,directors, agents, employees or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shallterminate. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactionscontemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statementwithout the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser,with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosureis required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statementor communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the nameof any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of suchPurchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents with the Commissionand (b) to the extent such disclosure is required by law or Trading Market or FINRA regulations, in which case the Company shall providethe Purchasers with prior notice of such disclosure permitted under this clause (b).

4.5ShareholderRights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaseris an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distributionunder a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchasercould be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documentsor under any other agreement between the Company and the Purchasers.

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4.6Non-PublicInformation. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents,which shall be disclosed pursuant to Section 4.4, the Company covenants and agrees that neither it, nor any other Person acting on itsbehalf will provide any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes,material non-public information, unless prior thereto such Purchaser shall have consented to the receipt of such information and agreedwith the Company to keep such information confidential. The Company understands and confirms that each Purchaser shall be relying on theforegoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-publicinformation to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that such Purchaser shall nothave any duty of confidentiality to the Company or any of its officers, directors, agents, employees, Subsidiaries or Affiliates, or aduty to the Company or any of its officers, directors, agents, employees, Subsidiaries or Affiliates not to trade on the basis of, suchmaterial, non-public information, provided that the Purchaser shall remain subject to applicable law. To the extent that any notice providedpursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company, the Company shallsimultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms thateach Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company.

4.7Useof Proceeds. Except as set forth on Schedule 4.7 attached hereto, the Company shall use the net proceeds from the sale of theSecurities hereunder for working capital purposes and shall not use such proceeds: (a) for the satisfaction of any portion of the Company’sdebt (other than payment of trade payables in the ordinary course of the Company’s business and prior practices), (b) for the redemptionof any Common Stock or Common Stock Equivalents, (c) for the settlement of any outstanding litigation or (d) in violation of FCPA or OFACregulations.

4.8Indemnificationof Purchasers. Subject to the provisions of this Section 4.8, the Company will indemnify and hold each Purchaser and its directors,officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Personholding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaningof Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partnersor employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of suchtitle or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses,liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, courtcosts and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result ofor relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreementor in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or theirrespective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactionscontemplated by the Transaction Documents (unless such action is solely based upon a material breach of such Purchaser Party’s representations,warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any suchstockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party whichis finally judicially determined to constitute fraud, gross negligence, willful misconduct or malfeasance). If any action shall be broughtagainst any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptlynotify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonablyacceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ one separate counsel in any such action and participatein the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extentthat (x) the employment thereof has been specifically authorized by the Company in writing, (y) the Company has failed after a reasonableperiod of time to assume such defense and to employ counsel or (z) in such action there is, in the reasonable opinion of counsel, a materialconflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Companyshall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable toany Purchaser Party under this Agreement (1) for any settlement by a Purchaser Party effected without the Company’s prior writtenconsent, which shall not be unreasonably withheld or delayed; or (2) to the extent, but only to the extent that a loss, claim, damageor liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreementsmade by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.8shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are receivedor are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any PurchaserParty against the Company or others and any liabilities the Company may be subject to pursuant to law.

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4.9Reservationof Common Stock. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at alltimes, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company to issue Sharespursuant to this Agreement, Pre-Funded Warrant Shares pursuant to any exercise of the Pre-Funded Warrants and the Warrant Shares pursuantto any exercise of the Warrants.

4.10Listingof Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on the TradingMarket on which it is currently listed, and prior to the Closing, the Company shall have applied to list or quote all of the Shares, Pre-FundedWarrant Shares and Warrant Shares on such Trading Market and concurrently with the Closing, the Company shall have secured the listingof all of the Shares, Pre-Funded Warrant Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Companyapplies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares, Pre-FundedWarrant Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares, Pre-Funded Warrant Sharesand Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all actionreasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects withthe Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintainthe eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation,including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporationin connection with such electronic transfer.

4.11[Reserved].

4.12SubsequentEquity Sales.

(a)Reserved.

(b)Fromthe date hereof until three months after the Closing Date, the Company shall be prohibited from effecting or entering into an agreementto effect any issuance by the Company of Common Stock or Common Stock Equivalents (or a combination of units thereof) involving VariableRate Transaction. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debtor equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares ofCommon Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon and/or varies with thetrading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities,or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance ofsuch debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business ofthe Company or the market for the Common Stock or (ii) enters into, or effects a transaction under, any agreement, including, but notlimited to, an equity line of credit, whereby the Company may issue securities at a future determined price. Any Purchaser shall be entitledto obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collectdamages.

(c)Notwithstandingthe foregoing, this Section 4.12 shall not apply in respect of an Exempt Issuance, except that no Variable Rate Transaction shall be anExempt Issuance.

4.13EqualTreatment of Purchasers. No consideration (including any modification of any Transaction Document) shall be offered or paid to anyPerson to amend or consent to a waiver or modification of any provision of the Transaction Documents unless the same consideration isalso offered to all of the parties to the Transaction Documents. For clarification purposes, this provision constitutes a separate rightgranted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasersas a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, dispositionor voting of Securities or otherwise.

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4.14CertainTransactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it norany Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Salesof any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such time thatthe transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section4.4. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplatedby this Agreement are publicly disclosed by the Company pursuant to the initial press release as described in Section 4.4, such Purchaserwill maintain the confidentiality of the existence and terms of this transaction and the information included in the Disclosure Schedules.Notwithstanding the foregoing and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledgesand agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that it will not engage in effecting transactionsin any securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced pursuantto the initial press release as described in Section 4.4, (ii) no Purchaser shall be restricted or prohibited from effecting any transactionsin any securities of the Company in accordance with applicable securities laws from and after the time that the transactions contemplatedby this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4 and (iii) no Purchasershall have any duty of confidentiality or duty not to trade in the securities of the Company to the Company after the issuance of theinitial press release as described in Section 4.4. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investmentvehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers haveno direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets,the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investmentdecision to purchase the Securities covered by this Agreement.

4.15ExerciseProcedures. The form of Notice of Exercise included in the Warrants and Pre-Funded Warrants set forth the totality of the proceduresrequired of the Purchasers in order to exercise the Warrants and Pre-Funded Warrants. No additional legal opinion, other information orinstructions shall be required of the Purchasers to exercise their Warrants or Pre-Funded Warrants. Without limiting the preceding sentences,no ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) ofany Notice of Exercise form be required in order to exercise the Warrants or Pre-Funded Warrants. The Company shall honor exercises ofthe Warrants and Pre-Funded Warrants and shall deliver Warrant Shares and Pre-Funded Warrant Shares in accordance with the terms, conditionsand time periods set forth in the Transaction Documents.

4.16[Reserved].

4.17[Reserved].

4.18CapitalChanges. Until the one year anniversary of the Closing Date, the Company shall not undertake a reverse or forward stock split orreclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the Shares,other than a stock split that is required, in the good faith judgment of the Board of Directors, to maintain the listing of the CommonStock on the current Trading Market.

4.19Lock-Up.The Company shall not amend, modify, waive or terminate any provision of any of the Lock-Up Agreements except to extend the term of thelock-up period and shall enforce the provisions of each Lock-Up Agreement in accordance with its terms. If any officer or director thatis a party to a Lock-Up Agreement breaches any provision of a Lock-Up Agreement, the Company shall promptly use its best efforts to seekspecific performance of the terms of such Lock-Up Agreement.

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ARTICLEV.
MISCELLANEOUS

5.1Termination.This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoeveron the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummatedon or before the fifth (5^th) Trading Day following the date hereof; provided, however, that nosuch termination will affect the right of any party to sue for any breach by any other party (or parties).

5.2Feesand Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expensesof its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation,preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including, withoutlimitation, any fees required for same-day processing of any instruction letter delivered by the Company and any exercise notice deliveredby a Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers.

5.3EntireAgreement. The Transaction Documents, together with the exhibits and schedules thereto, the Registration Statement and theProspectus, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prioragreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into suchdocuments, exhibits and schedules.

5.4Notices.Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shallbe deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is delivered via facsimileat the facsimile number or email attachment at the email address as set forth on the signature pages attached hereto at or prior to 5:30p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication isdelivered via facsimile at the facsimile number or email attachment at the email address as set forth on the signature pages attachedhereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2^nd)Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receiptby the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on thesignature pages attached hereto. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains,material, non-public information regarding the Company, the Company shall simultaneously file such notice with the Commission pursuantto a Current Report on Form 8-K.

5.5Amendments:Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, inthe case of an amendment, by the Company and Purchasers which purchased at least 50.1% in interest of the Shares based on the initialSubscription Amounts hereunder (or, prior to the Closing, the Company and each Purchaser) or, in the case of a waiver, by the party againstwhom enforcement of any such waived provision is sought, provided that if any amendment, modification or waiver disproportionately andadversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately impacted Purchaser (or group of Purchasers)shall also be required. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemedto be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirementhereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaserrelative to the comparable rights and obligations of the other Purchasers shall require the prior written consent of such adversely affectedPurchaser. Any amendment effected in accordance with this Section 5.5 shall be binding upon each Purchaser and holder of Securities andthe Company.

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5.6Headings.The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect anyof the provisions hereof.

5.7Successorsand Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and then- successors and permitted assigns.The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Purchaser (otherthan by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom such Purchaser assigns ortransfers any Securities, provided that such transferee agrees in writing to be bound, with respect to the transferred Securities, bythe provisions of the Transaction Documents that apply to the “Purchasers.”

5.8Third-PartyBeneficiaries. The Placement Agent shall be the third party beneficiary of the representations and warranties of the Company in Section3.1, the representations and warranties of the Purchasers in Section 3.2 and the covenants in Sections 4.9 and 4.10. This Agreement isintended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, normay any provision hereof be enforced by, any other Person, except as otherwise set forth in Section 4.8, this Section 5.8 and/or the PlacementAgency Agreement.

5.9GoverningLaw. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governedby and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflictsof law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactionscontemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates,directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courtssitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sittingin the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transactioncontemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocablywaives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any suchcourt, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waivespersonal service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registeredor certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under thisAgreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained hereinshall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Actionor Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section4.8, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

5.10Survival.The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.

5.11Execution.This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreementand shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood thatthe parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail deliveryof a “.pdf” format data file or by electronic signature (including Docusign), such signature shall create a valid and bindingobligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimileor “.pdf’ signature page were an original thereof.

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5.12Severability.If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full forceand effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable effortsto find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remainingterms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

5.13Rescissionand Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any ofthe other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document andthe Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind or withdraw,in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in partwithout prejudice to its future actions and rights; provided, however, that in the case of a rescission of an exercise of a Warrant orPre-Funded Warrant, the applicable Purchaser shall be required to return any shares of Common Stock subject to any such rescinded exercisenotice concurrently with the return to such Purchaser of the aggregate exercise price paid to the Company for such shares and the restorationof such Purchaser’s right to acquire such shares pursuant to such Purchaser’s Warrant or Pre-Funded Warrant (including, issuanceof a replacement warrant certificate evidencing such restored right).

5.14Replacementof Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shallissue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu ofand substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company ofsuch loss, theft or destruction. The applicant for a new certificate or instrument under such circ*mstances shall also pay any reasonablethird-party costs (including customary indemnity) associated with the issuance of such replacement Securities.

5.15Remedies.In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchasersand the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages maynot be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and herebyagree to waive and not to assert in any Action for specific performance of any such obligation the defense that a remedy at law wouldbe adequate.

5.16PaymentSet Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document or a Purchaserenforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any partthereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are requiredto be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including, withoutlimitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such restorationthe obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if suchpayment had not been made or such enforcement or setoff had not occurred.

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5.17IndependentNature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document are several andnot joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance or non-performanceof the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other Transaction Document,and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association,a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a groupwith respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser shall be entitled to independentlyprotect and enforce its rights including, without limitation, the rights arising out of this Agreement or out of the other TransactionDocuments, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding for such purpose.Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. Forreasons of administrative convenience only, each Purchaser and its respective counsel have chosen to communicate with the Company throughAgent’s Counsel. Agent’s Counsel does not represent any of the Purchasers and only represents the Placement Agent. The Companyhas elected to provide all Purchasers with the same terms and Transaction Documents for the convenience of the Company and not becauseit was required or requested to do so by any of the Purchasers. It is expressly understood and agreed that each provision contained inthis Agreement and in each other Transaction Document is between the Company and a Purchaser, solely, and not between the Company andthe Purchasers collectively and not between and among the Purchasers.

5.18LiquidatedDamages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction Documentsis a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts have beenpaid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts are dueand payable shall have been canceled.

5.19Saturdays.Sundays. Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or grantedherein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

5.20Construction.The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documentsand, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shallnot be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and every reference toshare prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse and forward stock splits,stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

5.21SalesDuring Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution ofthis Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-SettlementPeriod”), such Purchaser sells to any Person all, or any portion, of any shares of Common Stock to be issued hereunder to suchPurchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder(without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and theCompany shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that theCompany shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchaseprice of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoingshall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchasershall sell any shares of Common Stock to any Person and that any such decision to sell any shares of Common Stock by such Purchaser shallsolely be made at the time such Purchaser elects to effect any such sale, if any.

5.22WAIVEROF JURY TRIAL. IN ANY ACTION. SUIT. OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY. THE PARTIES EACH KNOWINGLYAND INTENTIONALLY. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW. HEREBY ABSOLUTELY. UNCONDITIONALLY. IRREVOCABLY AND EXPRESSLY WAIVESFOREVER TRIAL BY JURY.

(Signature Pages Follow)

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IN WITNESS WHEREOF, the partieshereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date firstindicated above.

Sichenzia Ross Ference Carmel LLP

1185 Avenue of the Americas, 31st Floor

New York, NY 10036

Telephone: (833) 452-4825

Attention: Jeffrey Wofford, Esq.
E-mail: jwofford@srfc.law

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE FOR PURCHASER FOLLOWS]

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[PURCHASER SIGNATURE PAGES TO KAIVAL BRANDS INNOVATIONSGROUP, INC. SECURITIES PURCHASE AGREEMENT]

IN WITNESS WHEREOF, the undersignedhave caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicatedabove.

Address for Notice to Purchaser:

Address for Delivery of Warrants and Pre-Funded Warrants to Purchaser (ifnot same as address for notice):

DWAC for Shares:

Subscription Amount: $________________________________

Shares:_________________________________

Pre-Funded Warrant Shares:____________________________

Warrant Shares:_______________________________

EIN Number:________________________________

☐Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed topurchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Companyto sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closingshall occur on the [second (2^nd)] [third (3rd)]Trading Day following the date of this Agreement and (iii) any condition toClosing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or theabove-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition andshall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument,certificate or the like or purchase price (as applicable) to such other party on the Closing Date.

[SIGNATURE PAGES CONTINUE]

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EXHIBIT 10.30

WARRANT AGENCY AGREEMENT

WARRANT AGENCY AGREEMENT (this“Warrant Agreement”) dated as of May __, 2024 (the “Issuance Date”) between Kaival Brands InnovationsGroup, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and vStock Transfer LLC.(the “Warrant Agent”).

WHEREAS, pursuant to theterms of that certain Securities Purchase Agreement (the “Purchase Agreement”), dated May __, 2024, by and among theCompany and investors parties thereto, the Company is engaged in a public offering (the “Offering”) of (i) up to _____________shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company, (ii) up to _____________ commonstock purchase warrants, each exercisable for one share of Common Stock at an initial exercise price of $_____ per share (the “CommonWarrants”); and (iii) up to ____________ pre-funded warrants, each exercisable for one share of Common Stock at an exerciseprice of $0.001 per share (the “Pre-Funded Warrants” and, collectively with the Common Warrants, the “Warrants”)).

WHEREAS, the Company hasfiled with the Securities and Exchange Commission (the “Commission”) a Registration Statement on FormS-1 (FileNo.333-279045) (as the same may be amended from time to time, the “Registration Statement”), for the registrationunder the Securities Act of 1933, as amended (the “Securities Act”), of the shares of Common Stock, the Pre-FundedWarrants, the Warrants, the shares of Common Stock issuable upon the exercise of the Common Warrants (the “Common Warrant Shares”)and the shares of Common Stock issuable upon the exercise of the Pre-Funded Warrants (the “Pre-Funded Warrant Shares”and collectively with the Common Warrant Shares, the “Warrant Shares”), and such Registration Statement was declaredeffective on May __, 2024;

WHEREAS, the Company desiresthe Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in accordance with the terms set forthin this Warrant Agreement in connection with the issuance, registration, transfer, exchange and exercise of the Warrants

WHEREAS, the Company desiresto provide for the provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitationof rights, and immunities of the Company, the Warrant Agent and the holders of the Warrants; and

WHEREAS, all acts and thingshave been done and performed which are necessary to make the Warrants the valid, binding and legal obligations of the Company, and toauthorize the execution and delivery of this Warrant Agreement.

NOW, THEREFORE, in considerationof the mutual agreements herein contained, the parties hereto agree as follows:

1.Appointmentof Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company with respect to the Warrants, andthe Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the express terms and conditions setforth in this Warrant Agreement (and no implied terms or conditions).

2.Warrants.The Common Warrants and the Pre-Funded Warrants shall be registered securities and shall initially be evidenced, respectively, by globalcertificates in the forms ofExhibitA (the “Common Warrant Global Certificate”) and Exhibit B (the“Pre-Funded Warrant Global Certificate” and collectively with the Common Warrant Global Certificate, the “GlobalCertificates”) ) attached to this Warrant Agreement, each of which shall be deposited on behalf of the Company with a custodianfor The Depository Trust Company (“DTC”) and registered in the name of Cede& Co., a nominee of DTC. If DTCsubsequently ceases to make its book-entry settlement system available for the Warrants, the Company shall instruct the Warrant Agentregarding making other arrangements for book-entry settlement. In the event that the Warrants are not eligible for, or it is no longernecessary to have the Warrants available in, book-entry form, the Company shall instruct the Warrant Agent to provide written instructionsto DTC to deliver to the Warrant Agent for cancellation the Global Certificates, and the Company shall instruct the Warrant Agent to deliverto DTC separate certificates evidencing each of the Warrants (“Definitive Certificates” and, together with the GlobalCertificates, “Warrant Certificates”) registered as requested through the DTC system. The Definitive Certificates,together with the forms of election to purchase Common Stock (the “Notice of Exercise”) and the form of assignmentto be printed on the reverse thereof, shall be substantially in the forms ofExhibitC (as it related to the Common Warrants)or Exhibit D(as it relates to the Pre-Funded Warrants) attached hereto.

2.1Issuanceand Registration of Warrants.

2.1.1WarrantRegister. The Warrant Agent shall maintain books (“Warrant Register”) for the registration of original issuanceand the registration of transfer of each of the Warrants.

2.1.2Issuanceof Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Warrantsin the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownershipof security entitlements in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained(i)by DTC and (ii)by institutions that have accounts with DTC (each, a “Participant”). A Holder has theright to elect at any time or from time to time a Warrant Exchange (as defined below) pursuant to a Warrant Certificate Request Notice(as defined below). Upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’sWarrants held in book entry form for a Definitive Certificate evidencing the same number of Warrants, which request shall be in the formattached hereto asAnnex A (as it relates to the Common Warrants) or Annex B (as it relates to the Pre-Funded Warrants) (suchnotice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Noticeby the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder ofa number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a“Warrant Exchange”), the Warrant Agent shall promptly effect the Warrant Exchange and shall promptly issue and deliverto the Holder a Definitive Certificate for such number of Warrants in the name set forth in the Warrant Certificate Request Notice. SuchDefinitive Certificate shall be dated the original issue date of the Warrants and shall be manually executed by an authorized signatoryof the Company and shall be in the form attached hereto asExhibitC (as it relates to the Common Warrants) or Exhibit D(as it relates to the Pre-Funded Warrants). In connection with a Warrant Exchange, the Company agrees to deliver, or to direct theWarrant Agent to deliver, the Definitive Certificate to the Holder within two (2)Trading Days of the Warrant Certificate RequestNotice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”).If the Company fails for any reason to deliver or cause the delivery to the Holder the Definitive Certificate subject to the Warrant CertificateRequest Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not asa penalty, for each $1,000 of Warrant Shares evidenced by such Definitive Certificate (based on the VWAP (as defined in the Warrant) ofthe Common Stock on the Warrant Certificate Request Notice Date), $10 per Trading Day (increasing to $20 per Trading Day on the fifthTrading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Certificate Delivery Date until such DefinitiveCertificate is delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange. Notwithstandingthe forgoing, the Warrant Agent shall not, in any event, be subject to, or responsible for, liquidated damages or any “buy-in”penalties contemplated in connection with the Warrants. The Company covenants and agrees that, upon the date of delivery of the WarrantCertificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything tothe contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditionsof the Warrants evidenced by such Definitive Certificate and the terms of this Warrant Agreement. In the event a beneficial owner requestsa Warrant Exchange, upon issuance of the paper Definitive Certificate, the Warrant Agent shall continue to act as warrant agent and theterms of the paper Definitive Certificate so issued shall exclusively govern in respect thereof.

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2.1.3BeneficialOwner; Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent shall deemand treat the person in whose name that Warrant shall be registered on the Warrant Register (the “Holder”) as the absoluteowner of such Warrant for purposes of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agentshall be affected by any notice to the contrary. Notwithstanding the foregoing, nothing herein shall prevent the Company, the WarrantAgent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnishedby DTC governing the exercise of the rights of a holder of a beneficial interest in any Warrant. The rights of beneficial owners in aWarrant evidenced by the applicable Global Certificate shall be exercised by the Holder or a Participant through the DTC system, exceptto the extent set forth herein or in such Global Certificate.

2.1.4Execution.The Warrant Certificates shall be executed on behalf of the Company by any authorized officer of the Company (an “AuthorizedOfficer”), which need not be the same authorized signatory for all of the Warrant Certificates, either manually or by facsimilesignature. The Warrant Certificates shall be countersigned by an authorized signatory of the Warrant Agent, which need not be the samesignatory for all of the Warrant Certificates, and no Warrant Certificate shall be valid for any purpose unless so countersigned. In caseany Authorized Officer of the Company that signed any of the Warrant Certificates ceases to be an Authorized Officer of the Company beforecountersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersignedby the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificates hadnot ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, atthe actual date of the execution of such Warrant Certificate, shall be an Authorized Officer of the Company authorized to sign such WarrantCertificate, although at the date of the execution of this Warrant Agreement any such person was not such an Authorized Officer.

2.1.5Registrationof Transfer. Subject to the provisions of the Warrants, at any time at or prior to the Termination Date (as defined below), a transferof any Warrants may be registered and any Warrant Certificate or Warrant Certificates may be split up, combined or exchanged for anotherWarrant Certificate or Warrant Certificates evidencing the same number of Warrants as the Warrant Certificate or Warrant Certificatessurrendered. Any Holder desiring to register the transfer of Warrants or to split up, combine or exchange any Warrant Certificate shallmake such request in writing delivered to the Warrant Agent, and shall surrender to the Warrant Agent the Warrant Certificate or WarrantCertificates evidencing the Warrants the transfer of which is to be registered or that is or are to be split up, combined or exchangedand, in the case of registration of transfer, shall provide a signature guarantee. Thereupon, the Warrant Agent shall countersign anddeliver to the person entitled thereto a Warrant Certificate or Warrant Certificates, as the case may be, as so requested. The Companyand the Warrant Agent may require payment, by the Holder requesting a registration of transfer of Warrants or a split-up, combinationor exchange of a Warrant Certificate (but, for purposes of clarity, not upon the exercise of the Warrants and issuance of Warrant Sharesto the Holder), of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with such registration oftransfer, split-up, combination or exchange, together with reimbursem*nt to the Company and the Warrant Agent of all reasonable expensesincidental thereto.

2.1.6Loss,Theft and Mutilation of Warrant Certificates. Upon receipt by the Company and the Warrant Agent of evidence reasonably satisfactoryto them of the loss, theft, destruction or mutilation of a Warrant Certificate, and, in case of loss, theft or destruction, of indemnityor security in customary form and amount, and reimbursem*nt to the Company and the Warrant Agent of all reasonable expenses incidentalthereto, and upon surrender to the Warrant Agent and cancellation of the Warrant Certificate if mutilated, the Warrant Agent shall, onbehalf of the Company, countersign and deliver a new Warrant Certificate of like tenor to the Holder in lieu of the Warrant Certificateso lost, stolen, destroyed or mutilated. The Warrant Agent may charge the Holder an administrative fee for processing the replacementof lost Warrant Certificates, which shall be charged only once in instances where a single surety bond obtained covers multiple certificates.The Warrant Agent may receive compensation from the surety companies or surety agents for administrative services provided to them.

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2.1.7Proxies.The Holder of a Warrant may grant proxies or otherwise authorize any person, including the Participants and beneficial holders that mayown interests through the Participants, to take any action that a Holder is entitled to take under this Warrant Agreement or the Warrants;provided,however,that at all times that Warrants are evidenced by a Global Certificate, exercise of those Warrants shall be effected on their behalf byParticipants through DTC in accordance the procedures administered by DTC.

3.Termsand Exercise of Warrants.

3.1ExercisePrice. Each Warrant shall entitle the Holder, subject to the provisions of the applicable Warrant Certificate and of this WarrantAgreement, to purchase from the Company the number of shares of Common Stock stated therein, at the exercise price provided in the applicableWarrant Certificate, subject, in the case of the Common Warrants, to reset as set forth in Section 2(b) of the applicable Common WarrantCertificate and subject to the subsequent adjustments provided by Section3 of the Warrant Certificates. The term “ExercisePrice” as used in this Warrant Agreement refers to the price per share at which shares of Common Stock may be purchased at thetime a Warrant is exercised as provided in the applicable Warrant Certificate.

3.2Durationof Warrants. The Warrants may be exercised only during the period (“Exercise Period”) commencing on the InitialExercise Date as defined in the applicable Warrant Certificate and ending on the Termination Date. For purposes of this Warrant Agreement,the “Termination Date” shall have the meaning set forth in the applicable Warrant Certificate. Each Warrant not exercisedon or before the applicable Termination Date (if any) shall become void, and all rights thereunder and all rights in respect thereof underthis Warrant Agreement shall cease at the close of business on the applicable Termination Date.

3.3Exerciseof Warrants.

3.3.1Exerciseand Payment. (a)Subject to the provisions of this Warrant Agreement, a Holder (or a Participant or a designee of a Participantacting on behalf of a Holder) may exercise Warrants by delivering to the Warrant Agent, a duly executed facsimile copy or PDF copy submittedby e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed to the Warrant Certificate. In the case of the Holder ofa Global Certificate, the Holder shall deliver the executed Notice of Exercise and payment of the Exercise Price pursuant to Section2(a)andSection2(b)of the Warrant Certificates (other than in the case of a Cashless Exercise). Notwithstanding any other provisionin this Warrant Agreement, a holder whose interest in a Warrant is a beneficial interest in a Global Certificate held in book-entry formthrough the DTC (or another established clearing corporation performing similar functions), shall effect exercises by delivering to theDTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures toeffect exercise that are required by the DTC (or such other clearing corporation, as applicable). The Company hereby acknowledges andagrees that, with respect to a Holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entryform through the Depositary (or another established clearing corporation performing similar functions), upon delivery of irrevocable instructionsto such Holder’s Participant to exercise such Warrants, that solely for purposes of Regulation SHO that such Holder shall be deemedto have exercised such Warrants. The Company acknowledges that the bank accounts maintained by the Warrant Agent in connection with theservices provided under this Warrant Agreement will be in its name and that the Warrant Agent may receive investment earnings in connectionwith the investment at Warrant Agent risk and for its benefit of funds held in those accounts from time to time. Neither the Company northe Holders will receive interest on any deposits or Exercise Price. The “Exercise Date” will be the date on whichthe materials in the foregoing sentence are received by the Warrant Agent (if by 5:00 P.M., New York City time), or the following TradingDay (if after 5:00 P.M., New York City time), regardless of any earlier date written on the materials. If the materials discussed in thisSection3.3.1 are received or deemed to be received after the Termination Date, the exercise thereof will be null and void and anyfunds delivered to the Company will be returned to the Holder or Participant, as the case may be, as soon as practicable. In no eventwill interest accrue on any funds deposited with the Company in respect of an exercise or attempted exercise of the Warrants. (b)TheCommon Warrants shall cease to be exercisable and shall terminate and become void as set forth in the applicable Warrant Certificate.

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3.3.2Issuanceof Warrant Shares.

(a)TheWarrant Agent shall, on the Trading Day following the date of exercise of any Warrant, advise the Company and the transfer agent and registrarfor the Company’s Common Stock (the “Transfer Agent”), in respect of (i)the number of Warrant Shares indicatedon the Notice of Exercise as issuable upon such exercise with respect to such exercised Warrants, (ii)the instructions of the Holderor Participant, as the case may be, provided to the Warrant Agent with respect to the delivery of the Warrant Shares and the number ofWarrants that remain outstanding after such exercise and (iii)such other information as the Company or the Transfer Agent shallreasonably request.

(b)Uponthe Warrant Agent’s receipt, at or prior to the Close of Business on the Termination Date set forth in a Warrant Certificate, ofthe executed Notice of Exercise, accompanied by payment of the Exercise Price pursuant to Section2(b)of the Warrant Certificate(other than in the case of a Cashless Exercise), the Warrant Agent shall cause the Warrant Shares underlying such Warrant to be deliveredto or upon the order of the Holder of such Warrant, registered in such name or names as may be designated by such Holder, no later thanthe Warrant Share Delivery Date. If the Company is then a participant in the DWAC system and either (A)there is an effective registrationstatement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B)the Warrant is beingexercised via Cashless Exercise then the certificates for Warrant Shares shall be transmitted by the Warrant Agent to the Holder.

3.3.3ValidIssuance. All Warrant Shares issued by the Company upon the proper exercise of a Warrant in conformity with this Warrant Agreementshall be validly issued, fully paid and non-assessable.

3.3.4NoFractional Shares or Scrip. No fractional Warrant Shares or scrip representing fractional shares shall be issued upon the exerciseof the Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Companyshall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multipliedby the Exercise Price or round up to the next whole share.

3.3.5Charges,Taxes, and Expenses. Issuance of Warrant Shares shall be made without charge to a Holder for any issue or transfer tax or other incidentalexpense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such WarrantShares shall be issued in the name of a Holder or in such name or names as may be directed by a Holder; provided, however, that in theevent that Warrant Shares are to be issued in a name other than the name of a Holder, the Warrant, when surrendered for exercise, shallbe accompanied by the Assignment Formattached to the Warrant duly executed by the Holder and the Company may require, as a conditionthereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agentfees required for same-day processing of any Notice of Exercise and all fees to DTC (or another established clearing corporation performingsimilar functions) required for same-day electronic delivery of the Warrant Shares.

3.3.6Dateof Issuance. The Company will treat an exercising Holder as a beneficial owner of the Warrant Shares as of the date of exercise ofany Warrant, except that, if such date of exercise is a date when the stock transfer books of the Company are closed, such person shallbe deemed to have become the holder of such shares at the open of business on the next succeeding date on which the stock transfer booksare open.

3.3.7CashlessExercise Under Certain Circ*mstances. The Company shall provide to the Warrant Agent and each Holder prompt written notice of anytime that there is no effective registration statement covering the Warrants and the Warrant Shares thereunder.

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Upon receipt of a Notice of Exercisefor a cashless exercise, the Warrant Agent will promptly deliver a copy of the Notice of Exercise to the Company to confirm the numberof Warrant Shares issuable in connection with the cashless exercise. The Company shall promptly calculate and transmit to the WarrantAgent in a written notice, and the Warrant Agent shall have no duty, responsibility or obligation under this section to calculate, thenumber of Warrant Shares issuable in connection with any cashless exercise. The Warrant Agent shall be entitled to rely conclusively onany such written notice provided by the Company, and the Warrant Agent shall not be liable for any action taken, suffered or omitted tobe taken by it in accordance with such written instructions or pursuant to this Warrant Agreement.

3.3.8Disputes.In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number of Warrant Shares issuablein connection with any exercise, the Company shall promptly deliver to the Holder the number of Warrant Shares that are not disputed.

3.3.9BeneficialOwnership Limitation. A Holder shall not have the right to exercise any Warrants to the extent that after giving effect to the issuanceof Warrant Shares after exercise as set forth on the applicable Notice of Exercise, such Holder or a person holding through such Holder,and any other persons acting as a group together with that Holder or person or any of that Holder’s or person’s Affiliates),would beneficially own in excess of the Beneficial Ownership Limitation (as that term is defined in the Warrant) pursuant to Section2(e)ofthe Warrant Certificates.

4.Adjustments.The Exercise Price, the number of shares covered by each Warrant and the number of Warrants outstanding are subject to adjustment fromtime to time as provided in Section3 of the applicable Warrant Certificate. All Warrants originally issued by the Company subsequentto any adjustment made to the Exercise Price pursuant to the Warrant shall evidence the right to purchase, at the adjusted Exercise Price,the number of shares of Common Stock purchasable from time to time hereunder upon exercise of the Warrants, all subject to further adjustmentas provided herein. Whenever the Exercise Price or the number of shares of Common Stock issuable upon the exercise of each Warrant isadjusted as provided in this Section4, the Company shall (a)promptly prepare a certificate setting forth the Exercise Priceof each Warrant as so adjusted, and a brief statement of the facts accounting for such adjustment, (b)promptly file with the WarrantAgent and with the Transfer Agent a copy of such certificate and (c)instruct the Warrant Agent to send a brief summary thereof toeach Holder of a Warrant.

5.RestrictiveLegends; Fractional Warrants. In the event that a Warrant Certificate surrendered for transfer bears a restrictive legend, the WarrantAgent shall not register that transfer until the Warrant Agent has received an opinion of counsel for the Company stating that such transfermay be made and indicating whether the Warrants must also bear a restrictive legend upon that transfer. The Company shall not issue fractionsof Warrants or distribute a Global Certificate or Warrant Certificates that evidence fractional Warrants. Whenever any fractional Warrantwould otherwise be required to be issued or distributed, the actual issuance or distribution shall reflect a rounding of such fractioneither up or down to the nearest whole Warrant. The Warrant Agent shall not be required to effect any registration of transfer or exchangewhich will result in the transfer of or delivery of a Warrant Certificate for a fraction of a Warrant. The Company shall not issue fractionsof shares of Common Stock upon exercise of Warrants or distribute stock certificates that evidence fractional shares of Common Stock.Whenever any fraction of a share of Common Stock would otherwise be required to be issued or distributed, the actual issuance or distributionin respect thereof shall be made in accordance with Section2(d)(v)of the applicable Warrant Certificates.

6.OtherProvisions Relating to Rights of Holders of Warrants.

6.1NoRights as Shareholder. Except as otherwise specifically provided herein and in accordance with Section5(a)of the WarrantCertificates, a Holder, solely in its capacity as a holder of Warrants, shall not be entitled to vote or receive dividends or be deemedthe holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant Agreement be construed to conferupon a Holder, solely in its capacity as the registered holder of Warrants, any of the rights of a shareholder of the Company or any rightto vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of share capital,consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights or rights to participatein new issues of shares, or otherwise, prior to the issuance to the Holder of the Warrant Shares which it is then entitled to receiveupon the due exercise of Warrants.

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6.2Reservationof Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares of CommonStock pursuant to Section5(d)of the Warrant Certificates.

7.Concerningthe Warrant Agent and Other Matters.

7.1Anyinstructions given to the Warrant Agent orally, as permitted by any provision of this Warrant Agreement, shall be confirmed in writingby the Company as soon as practicable. The Warrant Agent shall not be liable or responsible and shall be fully authorized and protectedfor acting, or failing to act, in accordance with any oral instructions which do not conform with the written confirmation received inaccordance with this Section7.1.

7.2(a)Whether or not any Warrants are exercised, for the Warrant Agent’s services as agent for the Company hereunder, the Company shallpay to the Warrant Agent such fees as may be separately agreed between the Company and Warrant Agent and the Warrant Agent’s outof pocket expenses in connection with this Warrant Agreement, including, without limitation, the reasonable fees and expenses of the WarrantAgent’s counsel. While the Warrant Agent endeavors to maintain out-of-pocket charges (both internal and external) at competitiverates, these charges may not reflect actual out-of-pocket costs, and may include handling charges to cover internal processing and useof the Warrant Agent’s billing systems. (b)All amounts owed by the Company to the Warrant Agent under this Warrant Agreementare due within 30 days of the invoice date. Delinquent payments are subject to a late payment charge of one and one-half percent (1.5%)per month commencing 45 days from the invoice date. The Company agrees to reimburse the Warrant Agent for any reasonable attorney’sfees and any other costs associated with collecting delinquent payments. (c)No provision of this Warrant Agreement shall requireWarrant Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties underthis Warrant Agreement or in the exercise of its rights.

7.3Asagent for the Company hereunder the Warrant Agent: (a)shall have no duties or obligations other than those specifically set forthherein or as may subsequently be agreed to in writing by the Warrant Agent and the Company; (b)shall be regarded as making no representationsand having no responsibilities as to the validity, sufficiency, value, or genuineness of the Warrants or any Warrant Shares; (c)shallnot be obligated to take any legal action hereunder; if, however, the Warrant Agent determines to take any legal action hereunder, andwhere the taking of such action might, in its judgment, subject or expose it to any expense or liability it shall not be required to actunless it has been furnished with an indemnity reasonably satisfactory to it; (d)may rely on and shall be fully authorized and protectedin acting or failing to act upon any certificate, instrument, opinion, notice, letter, telegram, telex, facsimile transmission or otherdocument or security delivered to the Warrant Agent and believed by it to be genuine and to have been signed by the proper party or parties;(e)shall not be liable or responsible for any recital or statement contained in the Registration Statement or any other documentsrelating thereto; (f)shall not be liable or responsible for any failure on the part of the Company to comply with any of its covenantsand obligations relating to the Warrants, including without limitation obligations under applicable securities laws; (g)may relyon and shall be fully authorized and protected in acting or failing to act upon the written, telephonic or oral instructions with respectto any matter relating to its duties as Warrant Agent covered by this Warrant Agreement (or supplementing or qualifying any such actions)of officers of the Company, and is hereby authorized and directed to accept instructions with respect to the performance of its dutieshereunder from the Company or counsel to the Company, and may apply to the Company, for advice or instructions in connection with theWarrant Agent’s duties hereunder, and the Warrant Agent shall not be liable for any delay in acting while waiting for those instructions;any applications by the Warrant Agent for written instructions from the Company may, at the option of the Agent, set forth in writingany action proposed to be taken or omitted by the Warrant Agent under this Warrant Agreement and the date on or after which such actionshall be taken or such omission shall be effective; the Warrant Agent shall not be liable for any action taken by, or omission of, theWarrant Agent in accordance with a proposal included in such application on or after the date specified in such application (which dateshall not be less than five (5)Business Days after the date such application is sent to the Company, unless the Company shall haveconsented in writing to any earlier date) unless prior to taking any such action, the Warrant Agent shall have received written instructionsin response to such application specifying the action to be taken or omitted; (h)may consult with counsel satisfactory to the WarrantAgent, including its in-house counsel, and the advice of such counsel shall be full and complete authorization and protection in respectof any action taken, suffered, or omitted by it hereunder in good faith and in accordance with the advice of such counsel; (i)mayperform any of its duties hereunder either directly or by or through nominees, correspondents, designees, or subagents, and it shall notbe liable or responsible for any misconduct or negligence on the part of any nominee, correspondent, designee, or subagent appointed withreasonable care by it in connection with this Warrant Agreement; (j)is not authorized, and shall have no obligation, to pay anybrokers, dealers, or soliciting fees to any person; and (k)shall not be required hereunder to comply with the laws or regulationsof any country other than the United States of America or any political subdivision thereof.

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7.4(a)In the absence of gross negligence or willful or illegal misconduct on its part, the Warrant Agent shall not be liable for any actiontaken, suffered, or omitted by it or for any error of judgment made by it in the performance of its duties under this Warrant Agreement.Anything in this Warrant Agreement to the contrary notwithstanding, in no event shall Warrant Agent be liable for special, indirect, incidental,consequential or punitive losses or damages of any kind whatsoever (including but not limited to lost profits), even if the Warrant Agenthas been advised of the possibility of such losses or damages and regardless of the form of action. Any liability of the Warrant Agentwill be limited in the aggregate to the amount of fees paid by the Company hereunder. The Warrant Agent shall not be liable for any failures,delays or losses, arising directly or indirectly out of conditions beyond its reasonable control including, but not limited to, acts ofgovernment, exchange or market ruling, suspension of trading, work stoppagesor labor disputes, fires, civil disobedience, riots,rebellions, storms, electrical or mechanical failure, computer hardware or software failure, communications facilities failures includingtelephone failure, war, terrorism, insurrection, earthquakes, floods, acts of God or similar occurrences. (b)In the event any questionor dispute arises with respect to the proper interpretation of the Warrants or the Warrant Agent’s duties under this Warrant Agreementor the rights of the Company or of any Holder, the Warrant Agent shall not be required to act and shall not be held liable or responsiblefor its refusal to act until the question or dispute has been judicially settled (and, if appropriate, it may file a suit in interpleaderor for a declaratory judgment for such purpose) by final judgment rendered by a court of competent jurisdiction, binding on all personsinterested in the matter which is no longer subject to review or appeal, or settled by a written document in form and substance satisfactoryto Warrant Agent and executed by the Company and each such Holder. In addition, the Warrant Agent may require for such purpose, but shallnot be obligated to require, the execution of such written settlement by all the Holders and all other persons that may have an interestin the settlement.

7.5TheCompany covenants to indemnify the Warrant Agent and hold it harmless from and against any loss, liability, claim or expense (“Loss”)arising out of or in connection with the Warrant Agent’s duties under this Warrant Agreement, including the costs and expenses ofdefending itself against any Loss, unless such Loss shall have been determined by a court of competent jurisdiction to be a result ofthe Warrant Agent’s gross negligence or willful misconduct.

7.6Unlessterminated earlier by the parties hereto, this Warrant Agreement shall terminate 90 days after the earlier of the Termination Date andthe date on which no Warrants remain outstanding (the “Termination Date”). On the Business Day following the TerminationDate, the Warrant Agent shall deliver to the Company any entitlements, if any, held by the Warrant Agent under this Warrant Agreement.The Warrant Agent’s right to be reimbursed for fees, charges and out-of-pocket expenses as provided in this Section7 shallsurvive the termination of this Warrant Agreement.

7.7Ifany provision of this Warrant Agreement shall be held illegal, invalid, or unenforceable by any court, this Warrant Agreement shall beconstrued and enforced as if such provision had not been contained herein and shall be deemed an agreement among the parties to it tothe full extent permitted by applicable law.

7.8TheCompany represents and warrants that: (a)it is duly incorporated and validly existing under the laws of its jurisdiction of incorporation;(b)the offer and sale of the Warrants and the execution, delivery and performance of all transactions contemplated thereby (includingthis Warrant Agreement) have been duly authorized by all necessary corporate action and will not result in a breach of or constitute adefault under the certificate of incorporation, bylaws or any similar document of the Company or any indenture, agreement or instrumentto which it is a party or is bound; (c)this Warrant Agreement has been duly executed and delivered by the Company and constitutesthe legal, valid, binding and enforceable obligation of the Company; (d)the Warrants will comply in all material respects with allapplicable requirements of law; and (e)to the best of its knowledge, there is no litigation pending or threatened as of the datehereof in connection with the offering of the Warrants.

7.9Inthe event of inconsistency between this Warrant Agreement and the descriptions in the Registration Statement, as they may from time totime be amended, the terms of this Warrant Agreement shall control. In the event of inconsistency between this Warrant Agreement and termsset forth in a Warrant Certificate, the terms of the Warrant Certificate shall control.

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7.10Setforth in Exhibit E hereto is a list of the names and specimen signatures of the persons authorized to act for the Company underthis Warrant Agreement (the “Authorized Representatives”). The Company shall, from time to time, certify to the WarrantAgent the names and signatures of any other persons authorized to act for the Company under this Warrant Agreement.

7.11Exceptas expressly set forth elsewhere in this Warrant Agreement, all notices, instructions and communications under this Warrant Agreementshall be in writing, shall be effective upon receipt and shall be addressed, if to the Company, to its address set forth beneath its signatureto this Warrant Agreement, or, if to the Warrant Agent, to vStock, LLC, 18 Lafayette Pl.., Woodmere, NY 11598, or to such other addressof which a party hereto has notified the other party.

7.12(a)This Warrant Agreement shall be governed by and construed in accordance with the laws of the State of New York. All actions and proceedingsrelating to or arising from, directly or indirectly, this Warrant Agreement may be litigated in courts located within the Borough of Manhattanin the City and State of New York. The Company hereby submits to the personal jurisdiction of such courts and consents that any serviceof process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specifiedfor notices hereunder. EACH OF THE PARTIES HERETO HEREBY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUTOF OR RELATING TO THIS WARRANT AGREEMENT. (b)This Warrant Agreement shall inure to the benefit of and be binding upon the successorsand assigns of the parties hereto. This Warrant Agreement may not be assigned, or otherwise transferred, in whole or in part, by eitherparty without the prior written consent of the other party, which the other party will not unreasonably withhold, condition or delay;except that (i)consent is not required for an assignment or delegation of duties by the Warrant Agent to any affiliate of WarrantAgent and (ii)any reorganization, merger, consolidation, sale of assets or other form of business combination by the Warrant Agentor the Company shall not be deemed to constitute an assignment of this Warrant Agreement. (c)No provision of this Warrant Agreementmay be amended, modified or waived, except in a written document signed by both parties. The Company and the Warrant Agent may amend orsupplement this Warrant Agreement without the consent of any Holder for the purpose of curing any ambiguity, or curing, correcting orsupplementing any defective provision contained herein or adding or changing any other provisions with respect to matters or questionsarising under this Warrant Agreement as the parties may deem necessary or desirable; provided, that no such amendment or supplementshall adversely affect the interest of the Holders. All other amendments and supplements shall require the vote or written consent ofHolders of at least 50.1% of the then outstanding Warrants, provided that adjustments may be made to the Warrant terms and rights in accordancewith Section4 without the consent of the Holders.

7.13Paymentof Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the WarrantAgent in respect of the issuance or delivery of Warrant Shares upon the exercise of Warrants, but the Company may, pursuant to the termsof the Warrant, require the Holders to pay any transfer taxes in respect of the Warrants or such shares. The Warrant Agent may refrainfrom registering any transfer of Warrants or any delivery of any Warrant Shares unless or until the persons requesting the registrationor issuance shall have paid to the Warrant Agent for the account of the Company the amount of such tax or charge, if any, or shall haveestablished to the reasonable satisfaction of the Company and the Warrant Agent that such tax or charge, if any, has been paid.

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7.14Resignationof Warrant Agent.

7.14.1Appointmentof Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be dischargedfrom all further duties and liabilities hereunder after giving thirty (30) days’ notice in writing to the Company and the Holdersof the Warrants, or such shorter period of time agreed to by the Company. The Company may terminate the services of the Warrant Agent,or any successor Warrant Agent, after giving thirty (30) days’ notice in writing to the Warrant Agent or successor Warrant Agentand the Holders of the Warrants, or such shorter period of time as agreed. If the office of the Warrant Agent becomes vacant by resignation,termination or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the WarrantAgent. If the Company shall fail to make such appointment within a period of 30 days after it has been notified in writing of such resignationor incapacity by the Warrant Agent, then the Warrant Agent or any Holder may apply to any court of competent jurisdiction for the appointmentof a successor Warrant Agent at the Company’s cost. Pending appointment of a successor to such Warrant Agent, either by the Companyor by such a court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent (but not includingthe initial Warrant Agent), whether appointed by the Company or by such court, shall be a person organized and existing under the lawsof any state of the United States of America, in good standing, and authorized under such laws to exercise corporate trust powers andsubject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested withall the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originallynamed as Warrant Agent hereunder, without any further act or deed, and except for executing and delivering documents as provided in thesentence that follows, the predecessor Warrant Agent shall have no further duties, obligations, responsibilities or liabilities hereunder,but shall be entitled to all rights that survive the termination of this Warrant Agreement and the resignation or removal of the WarrantAgent, including but not limited to its right to indemnity hereunder. If for any reason it becomes necessary or appropriate or at therequest of the Company, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferringto such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request ofany successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fullyand effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, andobligations.

7.14.2Noticeof Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to thepredecessor Warrant Agent and the Transfer Agent not later than the effective date of any such appointment.

7.14.3Mergeror Consolidation of Warrant Agent. Any person into which the Warrant Agent may be merged or converted or with which it may be consolidatedor any person resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party or any person succeedingto the shareowner services business of the Warrant Agent or any successor Warrant Agent shall be the successor Warrant Agent under thisWarrant Agreement, without any further act or deed. For purposes of this Warrant Agreement, “person” shall mean any individual,firm, corporation, partnership, limited liability company, joint venture, association, trust or other entity, and shall include any successor(by merger or otherwise) thereof or thereto.

8.MiscellaneousProvisions.

8.1PersonsHaving Rights under this Warrant Agreement. Nothing in this Warrant Agreement expressed and nothing that may be implied from any ofthe provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the partieshereto and the Holders any right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation,promise, or agreement hereof.

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8.2Examinationof the Warrant Agreement. A copy of this Warrant Agreement shall be available at all reasonable times at the office of the WarrantAgent designated for such purpose for inspection by any Holder. Prior to such inspection, the Warrant Agent may require any such holderto provide reasonable evidence of its interest in the Warrants.

8.3Counterparts.This Warrant Agreement may be executed in any number of original, facsimile or electronic counterparts and each of such counterparts shallfor all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

8.4Effectof Headings. The Sectionheadings herein are for convenience only and are not part of this Warrant Agreement and shall not affectthe interpretation thereof.

9.CertainDefinitions. As used herein, the following terms shall have the following meanings:

(a)“BusinessDay” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any dayon which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

(b)“StandardSettlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primaryTrading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.

(c)“TradingDay” means any day on which the Common Stock is traded on the Trading Market.

(d)“TradingMarket” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the datein question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York StockExchange (or any successors to any of the foregoing).

(e)“WarrantShare Delivery Date” means the date that is the earliest of: (i)two (2)Trading Days after the delivery to the Companyof the Notice of Exercise, provided that payment of the aggregate Exercise Price (other than in the instance of a cashless exercise) isreceived by the Company one (1)Trading Day prior to such second Trading Day after the delivery 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 comprisingthe Standard Settlement Period after the delivery to the Company of the Notice of Exercise, provided that payment of the aggregate ExercisePrice (other than in the instance of a cashless exercise) is received by the Company prior to 2pm ET on the Trading Day after the deliveryof the Notice of Exercise.

[Signature Page to Follow]

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IN WITNESS WHEREOF, this WarrantAgency Agreement has been duly executed by the parties hereto as of the day and year first above written.

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ANNEX A

WARRANT CERTIFICATE REQUEST NOTICE

To: vStock, LLC, as Warrant Agent for Kaival BrandsInnovations Group, Inc. (the “Company”)

The undersigned Holder of Common Stock Purchase Warrants(“Warrants”) in the form of Global Certificates issued by the Company hereby elects to receive a Definitive Certificate evidencingthe Warrants held by the Holder as specified below:

______________________________________________________________

_______________________________

__________________________________

__________________________________

__________________________________

__________________________________

The undersigned hereby acknowledges and agrees that,in connection with this Warrant Exchange and the issuance of the Definitive Certificate, the Holder is deemed to have surrendered thenumber of Warrants in form of Global Certificates in the name of the Holder equal to the number of Warrants evidenced by the DefinitiveCertificate.

[SIGNATURE OF HOLDER]

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ANNEX B

WARRANT CERTIFICATE REQUEST NOTICE

To: vStock Transfer, LLC, as Warrant Agent for KaivalBrands Innovations Group, Inc. (the “Company”)

The undersigned Holder of Pre-Funded Warrants (“Warrants”)in the form of Global Certificates issued by the Company hereby elects to receive a Definitive Certificate evidencing the Warrants heldby the Holder as specified below:

______________________________________________________________

_______________________________

__________________________________

__________________________________

__________________________________

__________________________________

The undersigned hereby acknowledges and agrees that,in connection with this Warrant Exchange and the issuance of the Definitive Certificate, the Holder is deemed to have surrendered thenumber of Warrants in form of Global Certificates in the name of the Holder equal to the number of Warrants evidenced by the DefinitiveCertificate.

[SIGNATURE OF HOLDER]

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EXHIBITA

[FORMOF GLOBAL WARRANT CERTIFICATE OF COMMONWARRANT]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZEDREPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR REGISTRATION OFTRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE& CO. OR IN SUCH OTHER NAME AS ISREQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTEDBY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFULINASMUCH AS THE REGISTERED OWNER HEREOF, CEDE& CO., HAS AN INTEREST HEREIN.]

(ATTACHED)

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EXHIBITB

[FORMOF GLOBAL WARRANT CERTIFICATE OF PRE-FUNDEDWARRANT]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZEDREPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR REGISTRATION OFTRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE& CO. OR IN SUCH OTHER NAME AS ISREQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTEDBY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFULINASMUCH AS THE REGISTERED OWNER HEREOF, CEDE& CO., HAS AN INTEREST HEREIN.]

(ATTACHED)

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EXHIBITC

FORMOF COMMON WARRANT

(ATTACHED)

18

EXHIBITD

FORMOF PRE-FUNDED WARRANT

(ATTACHED)

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EXHIBITE

AUTHORIZED REPRESENTATIVES

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTEREDPUBLIC ACCOUNTING FIRM

We consent to the incorporation byreference in this Registration Statement on Form S-1 (Amendment No.3) of our report dated February 13, 2024 with respect to the auditedconsolidated financial statements of Kaival Brands Innovations Group, Inc. for the years ended October 31, 2023 and 2022. Our report containsan explanatory paragraph regarding the Company’s ability to continue as a going concern.

We also consent to the references tous under the heading “Experts” in such Registration Statement.

/s/ MaloneBailey, LLP

www.malonebailey.com

Houston, Texas

May 29, 2024

Exhibit107

Calculation of Filing FeeTable

Form S-1

(FormType)

KAIVALBRANDS INNOVATIONS GROUP, INC.

(Exact Name of Registrant as Specified initsCharter)

Table 1: Newly Registered and Carry ForwardSecurities