Exhibit
4.6


 


[CERTAIN
INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT IS (I) NOT MATERIAL AND (II) THE REGISTRANT
CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL.]


 


THIS
WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.


 


WARRANT
TO PURCHASE ORDINARY SHARES


 


	Company:	 	4D
    PHARMA PLC, a public limited company incorporated in England and Wales with company number 08840579
	Number
    of Shares:	 	110,535
    ordinary shares of 0.25 pence each (“Ordinary Shares”) 
	 	 	 
	Type/Series
    of Shares:	 	Ordinary
    Shares
	Warrant
    Price:	 	US
    $1.18 per Ordinary Share
	Issue
    Date:	 	July
    29, 2021
	Expiration
    Date:	 	July
    29, 2026 See also Section 5.1(b).
	Credit
    Facility:	 	This
    Warrant to Purchase Shares (“Warrant”) is issued in connection with that certain
	 	 	Loan
    and Security Agreement of even date herewith among OXFORD FINANCE LUXEMBOURG S.À R.L., acting in respect of its Compartment
    4, a Luxembourg private limited liability company (société à responsabilité limitée) with registered
    office at 2 route d’Arlon, 8008 Strassen, Grand Duchy of Luxembourg and registered with the Luxembourg commercial register
    under number B243395, as Lender and Collateral Agent, the Lenders from time to time party thereto, and the Company and other borrowers
    party thereto (as modified, amended and/or restated from time to time, the “Loan Agreement”).


 


THIS
WARRANT CERTIFIES THAT, for good and valuable consideration, OXFORD FINANCE LUXEMBOURG S.À R.L., a Luxembourg private limited
liability company (société à responsabilité limitée) with registered office at 2 route d’Arlon,
8008 Strassen, Grand Duchy of Luxembourg and registered with the Luxembourg commercial register under number B243395, acting in respect
of its Compartment 4 (“Oxford” and, together with any successor or permitted assignee or transferee of this Warrant
or of any shares issued upon exercise hereof, “Holder”) is entitled to purchase the number of fully paid and non-assessable
Ordinary Shares of the above-stated Type/Series of shares (the “Class”) of the above-named company (the “Company”)
at the above-stated Warrant Price, all as set forth above and as adjusted pursuant to Section 2 of this Warrant, subject to the provisions
and upon the terms and conditions set forth in this Warrant.


 


SECTION
1. EXERCISE.


 


1.1 Method
of Exercise. Holder may at any time and from time to time exercise this Warrant, in whole or in part, by delivering to
the Company the original of this Warrant together with a duly executed Notice of Exercise in substantially the form attached hereto
as Appendix 1 and, unless Holder is exercising this Warrant pursuant to a cashless exercise set forth in Section 1.2, a check, wire
transfer of same-day funds (to an account designated by the Company), or other form of payment acceptable to the Company and/ or by
way of release of the Company for a liquidated sum for the aggregate Warrant Price for the Ordinary Shares being purchased.


 




    	1



    	 



    

 


1.2 Cashless
Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in
Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Ordinary Shares
equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall
issue to the Holder such number of fully paid and non-assessable Ordinary Shares as are computed using the following
formula:


 


X
= Y(A-B)/A


 


where:


 


	 	X
    =	the
    number of Ordinary Shares to be issued to the Holder;
	 	 	 
	 	Y
    =	the
    number of Ordinary Shares with respect to which this Warrant is being exercised (inclusive of the Ordinary Shares surrendered to
    the Company in payment of the aggregate Warrant Price);
	 	 	 
	 	A
    =	the
    Fair Market Value (as determined pursuant to Section 1.3 below) of one Ordinary Share; and
	 	B
    =	the
    Warrant Price.


 


To
the extent that the Company is prohibited from issuing Ordinary Shares following an election for cashless exercise pursuant to this Section
1.2, whether by virtue of the United Kingdom Companies Act 2006 (the “Companies Act”) or otherwise, the relevant Holder
shall be entitled to subscribe at nominal value for the Ordinary Shares to which it would otherwise have been entitled to receive this
Section 1.2.


 


1.3
Fair Market Value. Subject to Section 1.6(c), if the Company’s Ordinary Shares are then traded or quoted on the AIM market
or (if not on AIM) on a nationally recognized securities exchange, inter-dealer quotation system or over-the-counter market (a “Trading
Market”), the fair market value of an Ordinary Share shall be the closing price or last sale price of an ordinary share reported
for the Business Day immediately before the date on which Holder delivers this Warrant together with its Notice of Exercise to the Company.
If the Company’s Ordinary Shares are then not traded or quoted on a Trading Market but American Depositary Shares (“ADSs”)
representing the Ordinary Shares of the Company are then traded on a Trading Market, the fair market value of an Ordinary Share shall
be the closing price or last sale price of an ADS reported for the Business Day immediately before the date on which Holder delivers
this Warrant together with its Notice of Exercise to the Company divided by the number of the Company’s Ordinary Shares represented
by one ADS. If neither the Company’s Ordinary Shares nor ADSs are then traded on a Trading Market, the Board of Directors of the
Company shall determine the fair market value of an Ordinary Share in its reasonable good faith judgment.


 


1.4
Delivery of Certificate and New Warrant. Within a reasonable time after Holder exercises this Warrant in the manner set forth
in Section 1.1 or 1.2 above, the Company shall deliver to Holder a certificate representing the Ordinary Shares issued to Holder upon
such exercise and, if this Warrant has not been fully exercised and has not expired, a new warrant of like tenor representing the Ordinary
Shares not so acquired.


 


1.5
Replacement of Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation
of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form,
substance and amount to the Company or, in the case of mutilation, on surrender of this Warrant to the Company for cancellation, the
Company shall, within a reasonable time, execute and deliver to Holder, in lieu of this Warrant, a new warrant of like tenor and amount.


 


1.6
Treatment of Warrant Upon Acquisition of Company.


 


(a)
Acquisition. For the purpose of this Warrant, “Acquisition” means any transaction or series of related transactions
involving: (i) an offer being made to all (or as nearly as may be practicable all) of the Company’s shareholders (or all (or as
nearly as may be practicable all) such shareholders other than the offeror(s) and/or any associate (as defined in Section 988(1) of the
Act) of the offeror(s)), to acquire all or a majority of the issued ordinary share capital of the Company (an “Offer”)
or (ii) a scheme of arrangement or analogous proceeding with regard to such acquisition which if it becomes effective will result in
right to cast more than 50 per cent. of the votes which may ordinarily be cast on a poll at a general meeting of the Company becoming
unconditionally vested in the offeror(s) or such person, as the case may be and/or any associate (as defined in Section 988(1) of the
Companies Act) of the offeror(s) or such person, as the case may be (a “Scheme”) .


 




    	2



    	 



    

 


(b)
 Treatment of Warrant at Acquisition. The Company shall not recommend (i) an Offer or (ii) a Scheme unless the offeror
makes an appropriate offer or proposal to each Holder to ensure that their interests are safeguarded and for these purposes the Company
shall procure that all forms of consideration offered to holders of Ordinary Shares in the Offer or the Scheme shall be extended to each
Holder.


 


(c) Any
Warrants which are not exercised or exchanged while the Offer remains open for acceptance or before the Scheme becomes effective (as
the case may) shall deemed to be automatically exercised pursuant to Section 1.2 if Warrant Price is less than the consideration per
Ordinary Share in the Offer or the Scheme prior to the Offer closing (assuming the Offer becomes unconditional in all respects and
the contemplated transactions consummated) or the Scheme becoming effective and for the purposes of Section 1.2, “Fair
Value” shall be the price per Ordinary Share offered by the offeror in the Offer or the Scheme (as the case may
be).


 


(d)
 Delivery of ADSs representing Ordinary Shares. If (i) the Ordinary Shares issued upon exercise of this Warrant in accordance
with its terms are not “restricted securities” (as defined in Rule 144 promulgated under the Securities Act) and are not
otherwise subject to any restriction on being deposited with the Depositary pursuant to the terms of the ADS Deposit Agreement and (ii)
the Holder of this Warrant requests that the Company deliver ADSs representing such Ordinary Shares, the Company will, at its sole cost,
promptly use its commercially reasonable efforts to deliver such Ordinary Shares to the Depositary for the ADSs and request that the
Depositary promptly issue and deliver ADSs representing such Ordinary Shares to the Holder; provided that the Holder shall comply with
all requirements under the ADSs Deposit Agreement.


 


SECTION
2. ADJUSTMENTS TO THE ORDINARY SHARES AND WARRANT PRICE.


 


2.1 Ordinary
Share Dividends, Splits, Etc. If the Company declares or pays a dividend or distribution on the outstanding shares of the
Class payable in ordinary shares or other securities or property (other than cash), then upon exercise of this Warrant, for each
Ordinary Share acquired, Holder shall receive, without additional cost to Holder, the total number and kind of securities and
property which Holder would have received had Holder owned the Ordinary Shares of record as of the date the dividend or distribution
occurred. If the Company subdivides the outstanding shares of the Class by reclassification or otherwise into a greater number of
shares, the number of Ordinary Shares purchasable hereunder shall be proportionately increased and the Warrant Price shall be
proportionately decreased. If the outstanding shares of the Class are combined or consolidated, by reclassification or otherwise,
into a lesser number of shares, the Warrant Price shall be proportionately increased and the number of Ordinary Shares shall be
proportionately decreased.


 


2.2 Reclassification,
Exchange, Combinations or Substitution. Upon any event whereby all of the outstanding shares of the Class are
reclassified, exchanged, combined, substituted, or replaced for, into, with or by Company securities of a different class and/or
series, then from and after the consummation of such event, this Warrant will be exercisable for the number, class and series of
Company securities that Holder would have received had the Ordinary Shares been outstanding on and as of the consummation of such
event, and subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant. The
provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, combinations substitutions,
replacements or other similar events.


 


2.3 No
Fractional Ordinary Share. No fractional Ordinary Share shall be issuable upon exercise of this Warrant and the number of
Ordinary Shares to be issued shall be rounded down to the nearest whole Ordinary Share. If a fractional Ordinary Share interest
arises upon any exercise of the Warrant, the Company shall eliminate such fractional Ordinary Share interest by paying Holder in
cash the amount computed by multiplying the fractional interest by (i) the fair market value (as determined in accordance with
Section 1.3 above) of a full Ordinary Share, less (ii) the then-effective Warrant Price


 


2.4 Notice/Certificate
as to Adjustments. Upon each adjustment of the Warrant Price, Class and/or number of Ordinary Shares, the Company, at the
Company’s expense, shall notify Holder in writing within a reasonable time setting forth the adjustments to the Warrant Price,
Class and/or number of Ordinary Shares and facts upon which such adjustment is based. The Company shall, upon written request from
Holder, furnish Holder with a certificate of its Chief Financial Officer, including computations of such adjustment and the Warrant
Price, Class and number of Ordinary Shares in effect upon the date of such adjustment.


 




    	3



    	 



    

 


SECTION
3. REPRESENTATIONS AND COVENANTS OF THE COMPANY. 


 


3.1
Representations and Warranties. The Company represents and warrants to, and agrees with, the Holder as follows:


 


(a)
All Ordinary Shares which may be issued upon the exercise of this Warrant, and all securities, if any, issuable upon conversion of the
Ordinary Shares, shall, upon issuance, be duly authorized, validly issued, fully paid and non-assessable, and free of any liens and encumbrances
except for restrictions on transfer provided for herein or under applicable federal and state securities laws.


 


(b)
(i) It has authority to grant this Warrant and (ii) it will at all times following the issue of the Warrant maintain authority to allot
such number of Ordinary Shares as is required to meet the exercise in full of the subscription rights attaching to all this Warrant.


 


3.2
Notice of Certain Events. If the Company proposes at any time to:


 


(a)
declare any dividend or distribution upon the outstanding shares of the Class or ordinary shares, whether in cash, property, shares,
or other securities and whether or not a regular cash dividend;


 


(b)
offer for subscription or sale pro rata to the holders of the outstanding shares of the Class any additional shares of any class or series
of the Company’s shares (other than pursuant to contractual pre-emptive rights);


 


(c)
effect any reclassification, exchange, combination, substitution, reorganization or recapitalization of the outstanding shares of the
Class; or


 


(d)
effect an Acquisition or to liquidate, dissolve or wind up; or then, in connection with each such event, the Company shall give
Holder:


 


(1)
at least a seven (7) Business Days prior written notice of the date on which a record will be taken for such dividend, distribution,
or subscription rights (and specifying the date on which the holders of outstanding shares of the Class will be entitled thereto) or
for determining rights to vote, if any, in respect of the matters referred to in (a) and (b) above; and


 


(2)
in the case of the matters referred to in (c) and (d) above at least seven (7) Business Days prior written notice of the date when the
same will become effective (and specifying the date on which the holders of outstanding shares of the Class will be entitled to exchange
their shares for the securities or other property deliverable upon the occurrence of such event).


 


Reference
is made to Section 1.6(c) whereby this Warrant will be deemed to be exercised pursuant to Section 1.2. The Company will also provide
information requested by Holder that is reasonably necessary to enable Holder to comply with Holder’s accounting or reporting requirements.


 


SECTION
4. REPRESENTATIONS, WARRANTIES OF THE HOLDER.


 


The
Holder represents and warrants to the Company as follows (and Holder shall be deemed to have restated each of the representations and
warranties set forth below as of the date of each exercise hereof):


 


4.1
Purchase for Own Account. This Warrant and the securities to be acquired upon exercise of this Warrant by Holder are being acquired
for investment for Holder’s account, not as a nominee or agent, and not with a view to the public resale or distribution within
the meaning of the Securities Act. Holder also represents that it has not been formed for the specific purpose of acquiring this Warrant
or the Ordinary Shares.


 




    	4



    	 



    

 


4.2 Disclosure
of Information. Holder is aware of the Company’s business affairs and financial condition and has received or has
had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to
the acquisition of this Warrant and its underlying securities. Holder further has had an opportunity to ask questions and receive
answers from the Company regarding the terms and conditions of the offering of this Warrant and its underlying securities and to
obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort
or expense) necessary to verify any information furnished to Holder or to which Holder has access.


 


4.3 Investment
Experience. Holder understands that the purchase of this Warrant and its underlying securities involves substantial risk.
Holder has experience as an investor in securities of companies in the development stage and acknowledges that Holder can bear the
economic risk of such Holder’s investment in this Warrant and its underlying securities and has such knowledge and experience
in financial or business matters that Holder is capable of evaluating the merits and risks of its investment in this Warrant and its
underlying securities and/or has a preexisting personal or business relationship with the Company and certain of its officers,
directors or controlling persons of a nature and duration that enables Holder to be aware of the character, business acumen and
financial circumstances of such persons.


 


4.4 Accredited
Investor Status. Holder is an “accredited investor” within the meaning of Regulation D promulgated under the
Securities Act.


 


4.5 The
Securities Act. Holder understands that this Warrant and the Ordinary Shares issuable upon exercise hereof have not been, and
will not be, registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon,
among other things, the bona fide nature of the Holder’s investment intent as expressed herein. Holder understands that this
Warrant and the Ordinary Shares issued upon any exercise hereof must be held indefinitely unless subsequently registered under the
Securities Act and qualified under applicable state securities laws, or unless exemption from such registration and qualification
are otherwise available. Holder is aware of the provisions of Rule 144 promulgated under the Securities Act.


 


4.6 No
Voting Rights. Holder, as a Holder of this Warrant, will not have any voting rights until the exercise of this
Warrant.


 


SECTION
5. MISCELLANEOUS.


 


5.1
Term; Automatic Cashless Exercise Upon Expiration.


 


(a)
  Term. Subject to the provisions of Section 1.6 above, this Warrant is exercisable in whole or in part at any time and
from time to time on or before 6:00 PM Eastern United States time, on the Expiration Date and shall be void thereafter.


 


(b)  Automatic
Cashless Exercise upon Expiration. In the event that, upon the Expiration Date, the fair market value of one Ordinary Share (or
other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above is greater than the Warrant
Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant to
Section 1.2 above as to all Ordinary Shares (or such other securities) for which it shall not previously have been exercised, and
the Company shall, within a reasonable time, deliver a certificate representing the Ordinary Shares (or such other securities)
issued upon such exercise to Holder.








 




    	5



    	 



    

 



5.2 Legends.
Each certificate evidencing Ordinary Shares (and each certificate evidencing the securities issued upon conversion of any
Ordinary Shares, if any) shall be imprinted with a legend in substantially the following form:


 


THE
ORDINARY SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN THAT CERTAIN WARRANT TO PURCHASE
ORDINARY ORDINARY SHARES ISSUED BY THE ISSUER TO OXFORD FINANCE LUXEMBOURG S.À R.L., ACTING IN RESPECT OF ITS COMPARTMENT 4,
DATED JULY 29, 2021, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS
OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS
EXEMPT FROM SUCH REGISTRATION.



 





5.3 Compliance
with Securities Laws on Transfer. This Warrant and the Ordinary Shares issued upon exercise of this Warrant (and the securities
issuable, directly or indirectly, upon conversion of the Ordinary Shares, if any) may not be transferred or assigned in whole or in
part except in compliance with applicable federal and state securities laws by the transferor and the transferee (including, without
limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as
reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to an
affiliate of Holder, provided that any such transferee is an “accredited investor” as defined in Regulation D
promulgated under the Securities Act. Additionally, the Company shall also not require an opinion of counsel if there is no question
as to the availability of Rule 144 promulgated under the Securities Act.


 


5.4 Transfer
Procedure. After receipt by Oxford of the executed Warrant, Oxford may transfer all or part of this Warrant to one or
more of Oxford’s affiliates (each, an “Oxford Affiliate”), by execution of an Assignment substantially in
the form of Appendix 2. Subject to the provisions of Article 5.3 and upon providing the Company with written notice, Oxford, any
such Oxford Affiliate and any subsequent Holder, may transfer all or part of this Warrant or the Shares issuable upon exercise of
this Warrant (or the Shares issuable directly or indirectly, upon conversion of the Shares, if any) to any other transferee,
provided, however, in connection with any such transfer, the Oxford Affiliate(s) or any subsequent Holder will give the Company
notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee
and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable).


 


5.5 Notices.
All notices and other communications hereunder from the Company to the Holder, or vice versa, shall be deemed delivered and
effective (i) when given personally, (ii) on the third (3rd) Business Day after being mailed by first-class registered or certified
mail, postage prepaid, (iii) upon actual receipt if given by electronic mail and such receipt is confirmed in writing by the
recipient, or (iv) on the first Business Day following delivery to a reliable overnight courier service, courier fee prepaid, in any
case at such address as may have been furnished to the Company or Holder, as the case may be, in writing by the Company or such
Holder from time to time in accordance with the provisions of this Section 5.5. All notices to Holder shall be addressed as follows
until the Company receives notice of a change of address in connection with a transfer or otherwise:


 


OXFORD
FINANCE LUXEMBOURG S.À R.L.


[***]


 


Notice
to the Company shall be addressed as follows until Holder receives notice of a change in address:


 


4D
PHARMA PLC


[***]


 


With
a copy (which shall not constitute notice) to:


 


Pinsent
Masons LLP


[***]


 


And


 


Wilson
Sonsini Goodrich & Rosati, P.C.


[***]


 


***
Certain information, as identified by [***], has been excluded from this agreement because it is both (i) not material and (ii)
would be competitively harmful if publicly disclosed.


 




    	6



    	 



    

 





5.6 Waiver.
This Warrant and any term hereof may be changed, waived, discharged or terminated (either generally or in a particular
instance and either retroactively or prospectively) only by an instrument in writing signed by the party against which enforcement
of such change, waiver, discharge or termination is sought.


 


5.7 Attorneys’
Fees. In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party
prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including
reasonable attorneys’ fees.


 


5.8 Counterparts;
Facsimile/Electronic Signatures. This Warrant may be executed in counterparts, all of which together shall constitute one and
the same agreement. Any signature page delivered electronically or by facsimile shall be binding to the same extent as an original
signature page with regards to any agreement subject to the terms hereof or any amendment thereto.


 


5.9 Governing
Law. This Warrant shall be governed by and construed in accordance with the laws of the State of California, without
giving effect to its principles regarding conflicts of law.


 


5.10 Headings.
The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning of any
provision of this Warrant.


 


5.11 Business
Days. “Business Day” is any day that is not a Saturday, Sunday or a day on which Oxford is closed.


 


[Remainder
of page left blank intentionally]



 


[Signature
page follows]


 


***
Certain information, as identified by [***], has been excluded from this agreement because it is both (i) not material and (ii)
would be competitively harmful if publicly disclosed.


 




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