Exhibit
10.3 


 


THIS
WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR PROVISION.




 


COMMON
STOCK PURCHASE WARRANT


 


ADHERA
THERAPEUTICS, INC.


 


	Warrant
    Shares: 476,190	Initial
    Issue Date: October 5, 2021
	Aggregate
    Exercise Amount: $45,238.05	 


 


THIS
COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, TALOS VICTORY FUND, LLC, a Delaware
limited liability company, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations
on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Issue Date”)
and on or prior to the close of business on the three (3) year anniversary of the Initial Issue Date (as subject to adjustment hereunder,
the “Termination Date”), to subscribe for and purchase from ADHERA THERAPEUTICS, INC., a Delaware corporation (the
“Company”), up to 476,190 shares (as subject to adjustment herein, the “Warrant Shares”) of common
stock of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall
be equal to the Exercise Price, as defined in Section 1.2.


 


ARTICLE
1 EXERCISE RIGHTS


 


The
Holder will have the right to exercise this Warrant to purchase shares of Common Stock as set forth below.


 


1.1 Exercise
of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time, by delivery
to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the
address of the Holder appearing on the books of the Company) of a duly executed facsimile or emailed copy of the Notice of Exercise form
annexed hereto. Within three (3) business days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise
Price for the shares specified in the applicable Notice of Exercise by wire transfer or check drawn on a United States bank unless the
cashless exercise procedure specified in Section 1.3 below is specified in the applicable Notice of Exercise. Partial exercises of this
Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering
the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased.
The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The
Company shall deliver any objection to any Notice of Exercise form within two (2) business days of receipt of such notice. The Holder
and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following
the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given
time may be less than the amount stated on the face hereof.


 


1.2 Exercise
Price. The exercise price per share of Common Stock under this Warrant shall be $0.095 per share, subject to adjustment hereunder
(the “Exercise Price”). The aggregate exercise price is $45,238.05.


 


1.3 Cashless
Exercise. In the event that shares covered by this Warrant are not registered for resale by the Holder at prevailing market prices
pursuant to an effective registration statement which contains a prospectus that complies with Section 5(b) and Section 10 of the Securities
Act of 1933 at the time of exercise, then, in addition to a cash exercise, this Warrant may also be exercised, in whole or in part, at
such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal
to the quotient obtained by dividing [(A-B) (X)] by (A), where:


 




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(A)
= the closing price of the Common Stock immediately preceding the date on which Holder elects to exercise this Warrant by means of a
“cashless exercise,” as set forth in the applicable Notice of Exercise;


 


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


 


(X)
= the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such
exercise were by means of a cash exercise rather than a cashless exercise.


 


1.4 Delivery
of Warrant Shares. Warrant Shares purchased hereunder will be delivered to Holder within three (3) business days of Notice of Exercise
by “DWAC/FAST” electronic transfer (such date, the “Warrant Share Delivery Date”) or by delivery of physical
certificate. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein
shall be deemed to have become a holder of record of such shares for all purposes, as of the date of delivery of the Notice of Exercise.
Holder may assess penalties or liquidated damages (both referred to herein as “penalties”) as follows. For each exercise,
in the event that shares are not delivered by the third business day (inclusive of the day of exercise if received before 4:00 pm EST),
the Company shall pay the Holder in cash a penalty of $1,000 per day for each day after the third business day until share delivery is
made. The Company will not be subject to any penalties once its transfer agent correctly processes the shares to the DWAC system. The
Company will make its best efforts to deliver the Warrant Shares to the Holder the same day or next day after receipt of the Notice of
Exercise.


 


1.5 Delivery
of Warrant. The Holder shall not be required to physically surrender this Warrant to the Company. If the Holder has purchased all
of the Warrant Shares available hereunder and the Warrant has been exercised in full, this Warrant shall automatically be cancelled without
the need to surrender the Warrant to the Company for cancellation. If this Warrant shall have been exercised in part, the Company shall,
at the request of Holder and upon surrender of this Warrant, at the time of delivery of the Warrant Shares, deliver to the Holder a new
Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant
shall in all other respects be identical with this Warrant and, for purposes of Rule 144 or other applicable exemption, shall tack back
to the original date of this Warrant.


 


1.6 Intentionally
Omitted.


 


1.7 Compensation
for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder, if the
Company fails to abide by the terms of this Warrant and fails to cause its transfer agent to transmit to the Holder the Warrant Shares
on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market
transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction
of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”),
then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including
brokerage commissions and other fees, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying
(1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times
(2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either
(x) reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case
such exercise shall be deemed rescinded), (y) deliver to the Holder the number of shares of Common Stock that would have been issued
had the Company timely complied with its exercise and delivery obligations hereunder, or (z) pay in cash to the Holder the amount obtained
by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise
at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed. The Holder shall provide the
Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence
of the amount of such loss.


 


1.8 Make-Whole
for Market Loss after Exercise. At the Holder’s election, if the Company fails to abide by the terms of this Warrant and fails
to deliver to the Holder the Warrant Shares by DWAC/FAST electronic transfer (such as by delivering a physical certificate) and if the
Holder incurs a Market Price Loss, then at any time subsequent to incurring the loss the Holder may provide the Company written notice
indicating the amounts payable to the Holder in respect of the Market Price Loss and the Company must make the Holder whole as follows:


 




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Market
Price Loss = [(High trade price on the day of exercise) x (Number of Warrant Shares)] – [(Sales price realized by Holder) x (Number
of Warrant Shares)]


 


The
Company must pay the Market Price Loss by cash payment, and any such cash payment must be made by the third business day from the time
of the Holder’s written notice to the Company.


 


1.9 Make-Whole
for Failure to Deliver Loss. At the Holder’s election, if the Company fails to abide by the terms of this Warrant and fails
for any reason to deliver to the Holder the Warrant Shares by the Warrant Share Delivery Date and if the Holder incurs a Failure to Deliver
Loss, then at any time the Holder may provide the Company written notice indicating the amounts payable to the Holder in respect of the
Failure to Deliver Loss and the Company must make the Holder whole as follows:


 


Failure
to Deliver Loss = [(High trade price at any time on or after the day of exercise) x (Number of Warrant Shares)]


 


The
Company must pay the Failure to Deliver Loss by cash payment, and any such cash payment must be made by the third business day from the
time of the Holder’s written notice to the Company.


 


1.10 Choice
of Remedies. Nothing herein, including, but not limited to, Holder’s electing to pursue its rights under Sections 1.8 or 1.9
of this Warrant, shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including,
without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver
shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.


 


1.11 Charges,
Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Company for any issue or transfer tax or other
incidental expense in respect of the issuance of such shares, all of which taxes and expenses shall be paid by the Holder, and such Warrant
Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder. The Holder shall pay all
transfer agent fees required for same-day processing of any Notice of Exercise.


 


1.12 Holder’s
Exercise Limitations. Unless otherwise agreed in writing by both the Company and the Holder, at no time will the Holder exercise
any amount of this Warrant to purchase Common Stock that would result in the Holder owning more than 4.99% of the Common Stock outstanding
of the Company (the “Beneficial Ownership Limitation”). Upon the written request of Holder, the Company shall within
two (2) business days confirm in writing to the Holder the number of shares of Common Stock then outstanding.


 


ARTICLE
2 ADJUSTMENTS


 


2.1 Stock
Dividends and Splits. If the Company, at any other time while this Warrant is outstanding: (i) pays a stock dividend or otherwise
makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares
of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this
Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse
stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues by reclassification of shares of the Common
Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the
numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event
and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of
shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant
shall remain unchanged. Any adjustment made pursuant to this Section 2.1 shall become effective immediately after the record date for
the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the
effective date in the case of a subdivision, combination or re-classification.


 




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2.2 Pro
Rata Distributions. If the Company, at any time while this Warrant is outstanding, shall distribute to all holders of Common Stock
(and not to the Holder) evidences of its indebtedness or assets (including cash and cash dividends) or rights or warrants to subscribe
for or purchase any security other than the Common Stock, then in each such case the Exercise Price shall be adjusted by multiplying
the Exercise Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution
by a fraction of which the denominator shall be the VWAP determined as of the record date mentioned above, and of which the numerator
shall be such VWAP on such record date less the then per share fair market value at such record date of the portion of such assets or
evidence of indebtedness or rights or warrants so distributed applicable to one outstanding share of the Common Stock as determined by
the Board of Directors in good faith. In either case the adjustments shall be described in a statement provided to the Holder of the
portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of Common Stock. Such
adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned
above.


 


2.3 Intentionally
Omitted.


 


2.3 Notice
to Holder. Whenever the Exercise Price is adjusted pursuant to any provision of this Article 2, the Company and the Holder shall
promptly notify each other (by written notice) setting forth the proposed Exercise Price after such adjustment and any resulting adjustment
to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.


 


ARTICLE
3 COMPANY COVENANTS


 


3.1 Reservation
of Shares. As of the issuance date of this Warrant and for the remaining period during which the Warrant is exercisable, the Company
will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of Warrant Shares
upon the full exercise of this Warrant. The Company represents that upon issuance, such Warrant Shares will be duly and validly issued,
fully paid and non-assessable. The Company agrees that its issuance of this Warrant constitutes full authority to its officers, agents
and transfer agents who are charged with the duty of executing and issuing shares to execute and issue the necessary Warrant Shares upon
the exercise of this Warrant. No further approval or authority of the stockholders of the Board of Directors of the Company is required
for the issuance of the Warrant Shares


 


3.2 No
Adverse Actions. Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including,
without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all
such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without
limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable
therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate
in order that the Company may validly and legally issue fully paid and non-assessable Warrant Shares upon the exercise of this Warrant
and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body
having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.


 


ARTICLE
4 MISCELLANEOUS


 


4.1 Representation
by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise
hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or
reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant
to sales registered or exempted under the Securities Act.


 


4.2 Transferability.
Subject to compliance with any applicable securities laws, this Warrant and all rights hereunder (including, without limitation, any
registration rights) are transferable, in whole or in part, by a written assignment of this Warrant duly executed by the Holder or its
agent or attorney. If necessary to obtain a new warrant for any assignee, the Company, upon surrender of this Warrant, shall execute
and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations
specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not
so assigned, and such new Warrants, for purposes of Rule 144 or other applicable exemption, shall tack back to the original date of this
Warrant. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares
without having a new Warrant issued.


 




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4.3 Assignability.
The Company may not assign this Warrant. This Warrant will be binding upon the Company and its successors, and will inure to the benefit
of the Holder and its successors and assigns, and may be assigned by the Holder to anyone of its choosing without the Company’s
approval.


 


4.4 Notices.
Any notice required or permitted hereunder must be in writing and either personally served, sent by facsimile or email transmission,
or sent by overnight courier. Notices will be deemed effectively delivered at the time of transmission if by facsimile or email, and
if by overnight courier the business day after such notice is deposited with the courier service for delivery.


 


4.5 Governing
Law. This Warrant will be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without
regard to the conflict of laws principles thereof. Any action brought by either party against the other concerning the transactions contemplated
by this Warrant shall be brought only in the state courts of the Commonwealth of Massachusetts or in the federal courts located in the
Commonwealth of Massachusetts. Both parties and the individuals signing this Agreement agree to submit to the jurisdiction of such courts.


 


4.6 Delivery
of Process by Holder to the Company. In the event of any action or proceeding by Holder against the Company, and only by Holder against
the Company, service of copies of summons and/or complaint and/or any other process which may be served in any such action or proceeding
may be made by Holder via U.S. Mail, overnight delivery service such as FedEx or UPS, or process server to the Company at its last known
address or to its last known attorney set forth in its most recent SEC filing.


 


4.7 No
Rights as Stockholder Until Exercise. 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 1.1. So long as this Warrant is unexercised, this Warrant
carries no voting rights and does not convey to the Holder any “control” over the Company, as such term may be interpreted
by the SEC under the Securities Act or the Exchange Act, regardless of whether the price of the Company’s Common Stock exceeds
the Exercise Price.


 


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


 


4.9 Attorney
Fees. In the event any attorney is employed by either party to this Warrant with regard to any legal or equitable action, arbitration
or other proceeding brought by such party for the enforcement of this Warrant or because of an alleged dispute, breach, default or misrepresentation
in connection with any of the provisions of this Warrant, the prevailing party in such proceeding will be entitled to recover from the
other party reasonable attorneys’ fees and other costs and expenses incurred, in addition to any other relief to which the prevailing
party may be entitled.


 


4.10 Opinion
of Counsel. In the event that an opinion of counsel is needed for any matter related to this Warrant, Holder has the right to have
any such opinion provided by its counsel.


 


4.11 Nonwaiver.
No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such
right or otherwise prejudice the Holder’s rights, powers or remedies.


 


4.12 Amendment
Provision. The term “Warrant” and all references thereto, as used throughout this instrument, means this instrument as
originally executed, or if later amended or supplemented, then as so amended or supplemented.


 


4.13 No
Shorting. Holder agrees that so long as this Warrant remains unexercised in whole or in part, Holder will not enter into or effect
any “short sale” of the common stock or hedging transaction which establishes a net short position with respect to the common
stock of the Company. The Company acknowledges and agrees that as of the date of delivery to the Company of a fully and accurately completed
Notice of Exercise, Holder immediately owns the common shares described in the Notice of Exercise and any sale of those shares issuable
under such Notice of Exercise would not be considered short sales.


 


***


 


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


 


	 	ADHERA
    THERAPEUTICS, INC.
	 	 	 
	 	By:	 
	 	Name:	Andrew
    Kucharchuk
	 	Title:	Chief
    Executive Officer


 







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NOTICE
OF EXERCISE


 


To:ADHERA
THERAPEUTICS, INC.


 


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


 


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


 


[
] in lawful money of the United States; or


 


[
] the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in Section 1.3, to exercise
this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in
Section 1.3.


 


(3) Please
issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is specified
below:


 


_______________________________


 


 


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


 


_______________________________


 


_______________________________


 


_______________________________


 


(4)
Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the
Securities Act of 1933, as amended.


 


	[SIGNATURE OF HOLDER]	 
	  	       	 
	Name:
    	 	 
	Date: