Exhibit 4.1(iii)


 


THE
SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION
THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION
OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.


 




	 	 
	Warrant
    No.: ____	Date
    of Issuance: ______, 2019


 


LANTERN
PHARMA INC.


 


Preferred
Stock Warrant


 


This
certifies that _______________ or its assigns (“Holder”), for value received, is entitled to purchase from
LANTERN PHARMA INC., a Texas corporation (the “Company”), ______ fully paid and nonassessable shares of the
Company’s Series A Preferred Stock, par value $0.01 (the “Warrant Stock”) at a price equal to the Stock
Purchase Price (as such term is defined below). Holder also may exercise this Warrant on a cashless or “net issuance”
basis as described in Section 1(b) below. This Warrant is being issued in connection with the Series A Preferred Stock and Warrant
Purchase Agreement, entered into as of______, 2019 and [amended as of ______] (the “Purchase Agreement”), among
the Company and the Purchasers named therein. Capitalized terms used herein and not otherwise defined in this Warrant shall have
the meaning(s) ascribed to them in the Purchase Agreement unless the context would otherwise require.


 


Additional
defined terms for this Warrant. For purposes of this Warrant:


 


“Amended
and Restated Certificate of Formation” means the Company’s Amended and Restated Certificate of Formation filed
with the Secretary of State of the State of Texas on March 16, 2017, as amended by the Certificate of Amendment filed with the
Secretary of State of the State of Texas on November 20, 2018, as may be further amended from time to time.


 


“Change
of Control” means a “Sale of the Company” as defined in the Voting Agreement.


 


“Qualified
Public Offering” means the first closing of a firm commitment underwritten public offering of Common Stock pursuant
to an effective registration statement under the Securities Act with a price per share of $21.64 or more (subject to appropriate
adjustments for stock dividends, splits, combinations and similar events) and resulting in net proceeds to the Company of not
less than $25 million.


 


“Stock
Purchase Price” shall be $5.45 per share.


 


“Voting
Agreement” means the Amended and Restated Voting Agreement, dated as of March 17, 2017, and further amended as of February
26, 2019, by and among the Company and the Investors (as defined therein) and Key Holders (as defined therein) thereto.


 






    - 1 -


     


    

 


This
Warrant shall expire and shall no longer be exercisable upon the earliest to occur of (the “Expiration Date”):


 


(a) at
5:00 p.m. (Pacific time) on the fifth anniversary of the Date of Issuance hereof; and


 


(b) the
consummation of a Change of Control or Qualified Public Offering; provided, however, that the Company shall have provided at least
ten (10) days prior written notice of such Change of Control or Qualified Public Offering to Holder. In addition, in the event
of any taking by the Company of a record of holders of any class of securities for the purpose of determining the holders thereof
who or which are entitled to receive any dividend or other distribution, the Company shall provide notice thereof to the Holder,
at least ten (10) days prior thereto, of the date on which any record is to be taken for the purpose of such dividend or distribution.


 


This
Warrant may be exercised at any time and from time to time prior to the Expiration Date upon surrender to the Company at its principal
office of this Warrant properly endorsed with the purchase/exercise form attached hereto as Exhibit A (the “Exercise
Notice”) duly executed by Holder, and upon payment in cash or by check of the aggregate Stock Purchase Price (the “Exercise
Price”) for the number of shares of Warrant Stock for which this Warrant is being exercised determined in accordance
with the provisions hereof (except in the event of a cashless exercise pursuant to Section 1(b) if so indicated in the Exercise
Notice). The Stock Purchase Price and the number of shares purchasable hereunder are subject to further adjustment as provided
in Section 4 of this Warrant.


 


This
Warrant is subject to the following terms and conditions:


 


1. Exercise;
Issuance of Certificates; Payment for Shares.


 


(a) Subject
to the terms and conditions hereof, this Warrant is exercisable at the option of Holder, at any time or from time to time, on
or before the Expiration Date for all or any portion of the shares of Warrant Stock that may be purchased hereunder for the Stock
Purchase Price multiplied by the number of shares of Warrant Stock to be purchased. In the event that, pursuant to the Company’s
Amended and Restated Certificate of Formation, an event causing automatic conversion of all of the Company’s Series A Preferred
Stock shall have occurred prior to the exercise of this Warrant, in whole or in part, then this Warrant shall be exercisable for
the number of shares of Common Stock into which the Warrant Stock not purchased upon any prior exercise of this Warrant would
have been so converted (and all references to Warrant Stock in this Warrant shall thereafter be deemed to be a reference to such
shares of Common Stock). Subject to the provisions of Section 2, certificates for the shares of Warrant Stock so purchased shall
be delivered to Holder hereof by the Company within a reasonable time after the rights represented by this Warrant have been so
exercised. In the event that this Warrant is exercised for less than the full number of shares that may be purchased under this
Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant of like tenor for the balance of the shares
purchasable under this Warrant. Each stock certificate so delivered shall be in such denominations of Warrant Stock as may be
requested by Holder hereof and shall be registered in the name of such Holder or such other name as shall be designated by such
Holder, subject to the limitations contained in Section 2. No fractional shares shall be issued upon exercise of this Warrant.
The Company shall, in lieu of issuing any fractional share, pay the holder entitled to such fraction a sum in cash equal to such
fraction multiplied by the then effective Stock Purchase Price.


 






    - 2 -


     


    

 


(b) Cashless
Exercise. Holder, in lieu of exercising this Warrant by the cash payment of the Stock Purchase Price pursuant to clause (a)
of this Section 1, may elect, at any time on or before the Expiration Date, to surrender this Warrant and receive that number
of shares of Warrant Stock computed using the following formula:


 





	 	X = Y
    (A - B)	 
	 	           A	 



 


Where:
X = the number of shares of Warrant Stock to be issued to Holder.


 


		Y	=	the
number of shares of Warrant Stock that Holder would otherwise have been entitled to purchase hereunder pursuant to Section 1(a)
(or such lesser number of shares as Holder may designate in the case of a partial exercise of this Warrant).
	 	 	 	 
		A	=	the
Per Share Price (as defined in Section 1(c) below) of one share of Warrant Stock at the time the net issuance election under this
Section 1(b) is made.
	 	 	 	 
		B	=	the
Stock Purchase Price then in effect for the applicable shares of Warrant Stock at the time of exercise.



 


Election
to exercise under this Section 1(b) may be made by delivering the purchase/exercise form attached hereto as Exhibit A duly
executed by Holder, to be followed by surrender of this Warrant.


 


For
purposes of Rule 144, it is intended, understood and acknowledged that the shares of Warrant Stock issued hereunder upon exercise
of this Warrant pursuant to this Section 1(b) shall be deemed to have been acquired at the time this Warrant was issued. Moreover,
it is intended, understood and acknowledged that the holding period for the shares of Warrant Stock issued hereunder upon exercise
of this Warrant pursuant to this Section 1(b) shall be deemed, for both federal tax and Rule 144 purposes, to have commenced on
the date this Warrant was issued.


 


(c) For
purposes of Section 1(b), “Per Share Price” means:


 


(i) If
this Warrant is exercised in connection with the Company’s Qualified Public Offering, and if the Company’s registration
statement relating to such Qualified Public Offering has been declared effective by the Securities and Exchange Commission, then
the Per Share Price shall be the product of (A) the initial “Price to Public” of the Common Stock specified
in the final prospectus with respect to the offering and (B) the number of shares of Common Stock into which each share of Warrant
Stock is convertible at the time of such exercise, or, following the occurrence of the event described in the second sentence
of Section 1(a), the number of shares of Common Stock for which the Warrant is exercised at such time, as applicable.


 






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(ii) If
this Warrant is exercised prior to the date of the Company’s Qualified Public Offering of Common Stock, the Per Share Price
shall be determined in good faith by the Board of Directors of the Company based on relevant facts and circumstances at the time
of the net exercise under Section 1(b), including, in the case of a Change of Control, the consideration receivable by the holders
of the Warrant Stock in such Change of Control and the liquidation preference (including any declared but unpaid dividends), if
any, then applicable to the Warrant Stock; provided, however, where a public market exists for the Common Stock at the time of
such exercise, the Per Share Price shall be the product of (x) the average of the closing bid and asked prices of the Common Stock
or the closing price quoted on the national securities exchange on which the Common Stock is listed as published in the Wall Street
Journal, as applicable, for the ten (10) trading day period ending five (5) trading days prior to the date of determination of
the Per Share Price and (y) the number of shares of Common Stock into which each share of Warrant Stock is convertible at the
time of such exercise, or, following the occurrence of the event described in the second sentence of Section 1(a), the number
of shares of Common Stock for which the Warrant is exercised at such time, as applicable.


 


2. Limitation
on Transfer.


 


(a) This
Warrant and the Warrant Stock issuable hereunder shall not be transferable except upon the conditions specified in this Section
2, which conditions are intended to ensure compliance with the provisions of the Securities Act. Holder or any holder of the Warrant
Stock issuable hereunder will cause any proposed transferee of the Warrant or Warrant Stock issuable hereunder to agree to take
and hold such securities subject to the provisions and upon the conditions specified in this Section 2.


 


(b) Each
certificate or instrument representing (i) this Warrant, (ii) the Warrant Stock, (iii) shares of the Common Stock issued upon
conversion of the Warrant Stock and (iv) any other securities issued in respect to the Series A Preferred Stock or Common Stock
issued upon conversion of the Warrant Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar
event, shall (unless otherwise permitted by the provisions of this Section 2 or unless such securities have been registered under
the Securities Act or sold under Rule 144) be stamped or otherwise imprinted with a legend substantially in the following form
(in addition to any legend required under applicable state securities laws):


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN
ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION
MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY
TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


 






    - 4 -


     


    

 


(c) Holder
and each person to whom this Warrant is subsequently transferred represents and warrants to the Company (by acceptance of such
transfer) that it is an “accredited investor” (as defined in Rule 501 of Regulation D under the Securities Act) and
that it will not transfer this Warrant (or securities issuable upon exercise hereof) except pursuant to (i) an effective registration
statement under the Securities Act, (ii) Rule 144 under the Securities Act (or any other rule under the Securities Act relating
to the disposition of securities), or (iii) an opinion of counsel, reasonably satisfactory to counsel for the Company, that an
exemption from such registration is available; provided, however, that Holder may transfer this Warrant (or securities issuable
upon exercise hereof unless a registration statement under the Securities Act was in effect with respect to such securities at
the time of issuance thereof) without the consent of the Company or the necessity of an opinion of counsel as follows: (a) if
Holder is a partnership or a limited liability company (an “LLC”), to a partner or member of such partnership
or LLC or a retired partner or member of such partnership or LLC who retires after the date hereof; (b) to the estate of any person
or partner or member or retired partner or member (referred to in clause (a)) or for a transfer by gift, will or intestate succession
of any such person, partner or member to his or her spouse or to the siblings, lineal descendants or ancestors of such person,
partner or member or his or her spouse or any partnership or LLC or other estate planning vehicle whose equity interests are beneficially
and solely owned by such family members or trusts for the benefit of such family members; (c) to an affiliate (as defined pursuant
to Rule 405 under the Act) for which Holder controls all of the equity interests; (d) if Holder is a trust, to a grantor or grantors
of such trust; or (e) pursuant to SEC Rule 144 or any successor rule, or for a transfer pursuant to a registration statement declared
effective by the SEC under the Act.


 


(d) Market
Stand-Off Provisions. Holder further agrees to be bound (and shall cause any transferee of this Warrant to be bound) by the
lock-up provisions applicable to Series A Preferred Stock in the Right of First Refusal and Co-Sale Agreement (as defined below).


 


(e) Right
of First Refusal and Co-Sale Agreement. Holder further agrees to be bound (and shall cause any transferee of this Warrant
to be bound) by the Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of March 17, 2017 (the “Right
of First Refusal and Co-Sale Agreement”), by and among the Company and the Investors (as defined therein) and Key Holders
(as defined therein) thereto.


 


3. Shares
to be Fully Paid; Reservation of Shares; Prior Notice. The Company covenants and agrees that all shares of Warrant Stock which
may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued,
fully paid and nonassessable and free from all preemptive rights of any shareholder and free of all taxes, liens and charges with
respect to the issue thereof. The Company further covenants and agrees that during the period within which the rights represented
by this Warrant may be exercised, the Company will at all times have authorized and reserved, for the purpose of issue or transfer
upon exercise of the subscription rights evidenced by this Warrant, a sufficient number of shares of authorized but unissued Warrant
Stock, or other securities and property, when and as required to provide for the exercise of the rights represented by this Warrant.
The Company will take all such action as may be necessary to assure that such shares of Warrant Stock may be issued as provided
herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon
which the Warrant Stock may be listed.


 






    - 5 -


     


    

 


4. Adjustment
of Stock Purchase Price and Number of Shares. The Stock Purchase Price and the number of shares purchasable upon the exercise
of this Warrant shall be subject to adjustment from time to time upon the occurrence of certain events described in this Section
4. Upon each adjustment of the Stock Purchase Price, Holder shall thereafter be entitled to purchase, at the Stock Purchase Price
resulting from such adjustment, the number of shares obtained by multiplying the Stock Purchase Price in effect immediately prior
to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment, and dividing the
product thereof by the Stock Purchase Price resulting from such adjustment.


 


4.1 Subdivision
or Combination of Stock. In case the Company shall at any time or from time to time subdivide its outstanding shares of Warrant
Stock into a greater number of shares, the Stock Purchase Price in effect immediately prior to such subdivision shall be proportionately
reduced, and conversely, in case the outstanding shares of Warrant Stock shall be combined into a smaller number of shares, the
Stock Purchase Price in effect immediately prior to such combination shall be proportionately increased.


 


4.2 Dividends;
Reclassification. If at any time or from time to time the holders of Warrant Stock (or any shares of stock or other securities
at the time receivable upon the exercise of this Warrant) shall have received or become entitled to receive, without payment therefor,


 


(a) Warrant
Stock or any shares of stock or other securities, whether or not such securities are at any time directly or indirectly convertible
into or exchangeable for Warrant Stock, or any rights or options to subscribe for, purchase or otherwise acquire any of the foregoing,
by way of dividend or other distribution,


 


(b) any
cash paid or payable otherwise than as a cash dividend; provided, however, any extraordinary cash dividend, including without
limitation a dividend recapitalization, shall not constitute a cash dividend, or


 


(c) Warrant
Stock or other or additional stock or other securities or property (including cash) by way of spin off, split-up, reclassification,
combination of shares or similar corporate rearrangement, (other than shares of Warrant Stock issued as a stock split, adjustments
in respect of which shall be covered by the terms of Section 4.1 above),


 


then
and in each such case, Holder hereof shall, upon the exercise of this Warrant, be entitled to receive, in addition to the number
of shares of Warrant Stock receivable thereupon, and without payment of any additional consideration therefore, the amount of
stock and other securities and property (including cash in the cases referred to in clauses (b) and (c) above) which such Holder
would hold on the date of such exercise had he been the holder of record of such Warrant Stock as of the date on which holders
of Warrant Stock received or became entitled to receive such shares and/or all other additional stock and other securities and
property.


 






    - 6 -


     


    

 


4.3 Notice
of Adjustment. Upon any adjustment of the Stock Purchase Price, and/or any increase or decrease in the number of shares purchasable
upon the exercise of this Warrant, the Company shall give written notice thereof, by first class mail, postage prepaid, addressed
to Holder at the address of Holder as shown on the books of the Company. The notice shall be signed by the Company’s chief
financial officer and shall state the Stock Purchase Price resulting from such adjustment and the increase or decrease, if any,
in the number of shares purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method
of calculation and the facts upon which such calculation is based.


 


5. No
Voting or Dividend Rights. Nothing contained in this Warrant shall be construed as conferring upon Holder hereof the right
to vote or to consent as a shareholder in respect of meetings of shareholders for the election of directors of the Company or
any other matters or any rights whatsoever as a shareholder of the Company. No dividends or interest shall be payable or accrued
in respect of this Warrant or the interest represented hereby or the shares purchasable hereunder until, and only to the extent
that, this Warrant shall have been exercised; provided, however, any extraordinary cash dividend, including without limitation
a dividend recapitalization, shall not constitute a cash dividend and shall be subject to adjustment in accordance with Section
4.2 hereof.


 


6. Amendment
and Waiver. Any term of this Warrant may be amended or waived upon written consent of the Company and the holders of a majority-in-interest
of the Warrant Stock issuable upon exercise of all outstanding Warrants issued pursuant to the Purchase Agreement, which must
include each of the following entities for so long as such entity owns a Warrant: BIOS Fund II, LP, BIOS Fund II NT, LP, and BIOS
Fund II QP, LP. By acceptance hereof, Holder acknowledges that in the event the required consent is obtained, any term of this
Warrant may be amended or waived with or without the consent of the Holder; provided, however, that any amendment hereof that
would materially adversely affect Holder in a manner different from the holders of the remaining Warrants issued pursuant to the
Purchase Agreement shall also require the consent of Holder.


 


7. Notices.
All notices, requests, demands, consents, instructions or other communications required or permitted hereunder shall be in writing
and faxed, mailed or delivered to each party:


 


(a) if
to Holder, to Holder’s address or facsimile number as shown in the Company’s records, which shall initially be as
set forth on the signature page to the Purchase Agreement and as may be updated in accordance with the provisions hereof;


 


(b) if
to any other holder of this Warrant or shares issuable upon conversion thereof, to such address or facsimile number as shown in
the Company’s records, or, until any such holder so furnishes an address or facsimile number to the Company, then to the
address or facsimile number of the last holder of this Warrant or shares issuable upon conversion thereof for which the Company
has contact information in its records; or


 


(c) if
to the Company, to the attention of the Chief Executive Officer of the Company at 1920 McKinney Ave, 7th floor, Dallas TX 75201,
or at such other current address as the Company shall have furnished to the Holder, with a copy to the Company’s counsel
at Investment Law Group, 545 Dutch Valley Road NE, Suite A, Atlanta, Georgia 30324, Attn: Counsel McCullen.


 






    - 7 -


     


    

 


Except
as otherwise provided in this Warrant, all such notices and communications shall be effective (i) when sent by Federal Express
or other overnight service of recognized standing, on the first business day following the deposit with such service; (ii) when
mailed, by registered or certified mail, first class postage prepaid and addressed as aforesaid through the United States Postal
Service, upon receipt; (iii) when delivered by hand, upon delivery; and (iv) when faxed, upon confirmation of receipt.


 


8. Descriptive
Headings and Governing Law. The descriptive headings of the sections of this Warrant are inserted for convenience only and
do not constitute a part of this Warrant. This Warrant and all acts and transactions pursuant hereto and the rights and obligations
of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Texas, without
giving effect to principles of conflicts of law.


 


9. Lost
Warrants or Stock Certificates. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction,
or mutilation of any Warrant or stock certificate and, in the case of any such loss, theft or destruction, upon receipt of an
indemnity reasonably satisfactory to the Company, or in the case of any such mutilation upon surrender and cancellation of such
Warrant or stock certificate, the Company at its expense will make and deliver a new Warrant or stock certificate, of like tenor,
in lieu of the lost, stolen, destroyed or mutilated Warrant or stock certificate provided, however, that, if the Company’s
stock is publicly traded, the Company may require the posting of a bond in an amount and nature as is customary and reasonable
given the circumstances.


 


10. Reservation
of Capital Stock. The Company has reserved, and will at all times prior to the Expiration Date continue to reserve and keep
available, solely for issuance, sale and delivery upon the exercise of this Warrant, a number of shares of capital stock of the
Company equal to the number of shares of capital stock issuable upon the exercise of this Warrant.


 


11. Issue
Date. The provisions of this Warrant shall be construed and shall be given effect in all respects as if it had been issued
and delivered by the Company on the Date of Issuance set forth above.


 


12. Voting
Agreement. Upon exercise of this Warrant, in whole or in part, and prior to receipt of any Warrant Stock in connection therewith,
the Holder shall become a party to the Voting Agreement, agreeing to be bound by and subject to the terms of the Voting Agreement
as a Stockholder (as defined therein) and shall be deemed a Stockholder (as defined therein) for all purposes under the Voting
Agreement.


 


[Signature
Page Follows]


 




    - 8 -


     


    

 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized officer as of the Date of Issuance.


 


 


	 	LANTERN
    PHARMA INC.
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	
	 	 	        
	 	Title:	


 


 


 


 


[Signature
Page to the Warrant]


 




    


     


    

 


EXHIBIT
A


Form
of Exercise Notice


 


(To
be executed by the Holder to purchase shares of 


Warrant
Stock under the foregoing Warrant)


 


To:
LANTERN PHARMA INC.


 


The
undersigned is the Holder of Warrant No. ___ (the “Warrant”) issued by Lantern Pharma Inc., a Texas corporation
(the “Company”). Capitalized terms used herein and not otherwise defined herein have the respective meanings
set forth in the Warrant; provided, however, that the term “Purchaser” shall refer to the undersigned and the term
“Securities” shall refer to the Warrant Stock and the Common Stock issuable upon conversion of the Warrant Stock.


 


Pursuant
to the provisions set forth in the attached Warrant, the undersigned hereby irrevocably elects to purchase ____________ shares
of Warrant Stock covered by such Warrant.


 


The
undersigned intends that payment of the Exercise Price shall be made as (check one):


 


(____)
Cash Exercise; or


 


(____)
Cashless Exercise pursuant to Section 1(b) of the Warrant.





 


If
the Holder has elected Cash Exercise, the Holder hereby makes payment of $________________, representing the full Exercise Price
for such shares of Warrant Stock at the price per share provided for in such Warrant.


 


If
the Holder has elected Cashless Exercise pursuant to Section 1(b) of the Warrant, the Holder wishes to exercise such Warrant for
_____________ shares of Warrant Stock purchasable under the Warrant pursuant to the provisions of Section 1(b) of such Warrant.


 


The
undersigned acknowledges that it has reviewed the representations and warranties contained in the Purchase Agreement (as defined
in the Warrant) and by its signature below the undersigned hereby makes such representations and warranties to the Company. The
undersigned further acknowledges that it has reviewed the lock-up provisions set forth in the Right of First Refusal and Co-Sale
Agreement and agrees to be bound by such provisions.


 


	 	Holder:	 
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 
	 	 	 
	 	Date:	 
	 	 	 
	 	Address:	 
	 	 	 



 


 
   





[Exhibit
A to the Warrant]