Exhibit 4.37

Warrant No. B-01

IASO PHARMA INC.

COMMON STOCK WARRANT

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS WARRANT IS SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THIS WARRANT MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT. 

This certifies that Manchester Securities Corp. (the
“Holder”), its designees or permitted assigns, subject to the terms and conditions set forth herein, at any time after the Qualified IPO (as
hereinafter defined) and prior to the Expiration Date (as defined below), is entitled to purchase from IASO Pharma Inc., a Delaware corporation (the “Company”), that number of fully-paid and non-assessable shares (subject to adjustment as provided herein) (the “Warrant Shares”) of
the Company’s Common Stock, $0.001 par value per share (the “Common Stock”), equal to the Holder Warrant Share Number (as defined below),
upon surrender to the Company at its principal office (or at such other location as the Company may advise the Holder in writing) of this Warrant properly
endorsed with the Form of Subscription attached hereto duly completed and signed and upon payment of the aggregate Exercise Price (as defined below) for the
number of Warrant Shares for which this Warrant is being exercised determined in accordance with the provisions hereof. For purposes hereof, “Qualified IPO” means the consummation of an underwritten initial public offering by the Company of shares of Common Stock resulting in aggregate net
cash proceeds (after commissions and other expenses) to the Company of at least $10,000,000. “Holder Warrant Share Number” means the
greater of (x) (i) $1,500,000, divided by (ii) the price at which shares of Common Stock are sold in a Qualified IPO and (y) the number of shares of Common
Stock equal to 9.99% of the aggregate number of shares of Common Stock outstanding upon consummation of the Qualified IPO on a fully diluted basis. The
exercise price (the “Exercise Price”) per Warrant Share issuable pursuant to this Common Stock Warrant shall be equal to the (I) Holder
Warrant Share Number, divided by (II) $1,500,000. For the avoidance of doubt, in no event will the aggregate Exercise Price of this Warrant exceed
$1,500,000.

This Warrant is issued subject to the following terms
and conditions:

1.

Exercise, Issuance of Certificates.
 Subject to Section 3(g) and Section 14 hereof, the Holder may exercise this Warrant, at any time or from time to time, during the period (a) commencing on
the Qualified IPO and (b) expiring at 5:00 p.m. (Eastern Time) on April 29, 2016 (the “Expiration Date”). The Holder may exercise this
Warrant on or prior to the Expiration Date for all or any part of the Warrant Shares (but not for a fraction of a share) that may be purchased hereunder, as
that number may be adjusted pursuant to Section of this Warrant. The Company













agrees that the Warrant Shares purchased
under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such Warrant Shares as of the close of business on the date
on which this Warrant shall have been surrendered, properly endorsed, the completed and executed Form of Subscription delivered, and payment made for such
Warrant Shares (such date, a “Date of Exercise”). Certificates for the Warrant Shares so purchased, together with any other securities or
property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s expense as soon
as practicable after the rights represented by this Warrant have been so exercised, but in any event not later than three (3) business days following the Date
of Exercise (the “Share Delivery Date”). Notwithstanding the foregoing, to the extent that (i) the Company’s transfer agent is
participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer Program and (ii) Warrants Shares so purchased do
not require the placement of any legends restricting transfer of such Warrant Shares pursuant to Section 6 hereof, upon the request of the Holder, the Company
Shall credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder's or its designee's balance account
with DTC through its Deposit Withdrawal Agent Commission system by the Share Delivery Date. In case of a purchase of less than all the Warrant Shares
which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver to the Holder hereof within a reasonable time a new
Warrant or Warrants of like tenor for the balance of the Warrant Shares purchasable under the Warrant surrendered upon such purchase;
provided, however, in no event shall the Holder be required to return this Warrant to the Company in connection with any exercise hereof. Each stock
certificate so delivered shall be registered in the name of such Holder and issued with a legend in substantially the form of the legend placed on the front of
this Warrant (except as set forth in Section 6 hereof). 

(a)

The Company’s obligations to issue and deliver
Warrant Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same.
 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’s failure to timely deliver certificates representing
shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof (a “Share Delivery Failure”). The
Company will reimburse the Holder for any and all losses, damages and/or out-of-pocket expenses incurred by the Holder in connection with any Share Delivery
Failure. 

(b)

Payment of Exercise Price. The Holder shall
pay the Exercise Price by delivering immediately available funds to the Company.

2.

Shares to be Fully Paid; Reservation of Shares.
 The Company covenants and agrees that all Warrant Shares, will, upon issuance and payment of the applicable Exercise Price, be duly authorized, validly
issued, fully paid and nonassessable, and free of all preemptive rights, liens and encumbrances, except for restrictions on transfer provided for herein.
 The Company shall at all times reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of providing for the
exercise of the rights to purchase all Warrant Shares granted pursuant to this Warrant, such number of shares of Common Stock as shall, from time to time, be
sufficient therefor (“Required Reserve Amount”).  If at any time while this Warrant remains outstanding the Company does not have a
sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least
the Required Reserve Amount (an "Authorized Share Failure"), then the Company shall as soon as practicable take all action necessary to
increase the Company's authorized shares of Common Stock to an amount






2











sufficient to allow the Company to reserve the
Required Reserve Amount for this Warrant then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the
date of the occurrence of an Authorized Share Failure, but in no event later than ninety (90) days after the occurrence of such Authorized Share Failure, the
Company shall either (x) obtain the vote or written consent of its shareholders for the approval of an increase in the number of authorized shares of Common
Stock and provide each shareholder with an information statement with respect thereto or (y) hold a meeting of its shareholders for the approval of an increase
in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each shareholder with a proxy statement and
shall use its reasonable best efforts to solicit its shareholders' approval of such increase in authorized shares of Common Stock and to cause its Board of
Directors to recommend to the shareholders that they approve such proposal.

3.

Adjustment of Exercise Price and Number of Shares
. The Exercise Price and the total number of Warrant Shares shall be subject to adjustment from time to time upon the occurrence of certain events
described in this Section 3.

(a)

Subdivision or Combination of Stock. In
the event the outstanding shares of the Company’s Common Stock shall be increased by a stock dividend payable in Common Stock, stock split, subdivision, or
other similar transaction occurring after the date hereof into a greater number of shares of Common Stock, the Exercise Price in effect immediately prior to
such subdivision shall be proportionately reduced and the number of Warrant Shares issuable hereunder proportionately increased. Conversely, in the event
the outstanding shares of the Company’s Common Stock shall be decreased by reverse stock split, combination, consolidation, or other similar transaction
occurring after the date hereof into a lesser number of shares of Common Stock, the Exercise Price in effect immediately prior to such combination shall be
proportionately increased and the number of Warrant Shares issuable hereunder proportionately decreased.

(b)

Reclassification. If any
reclassification of the capital stock of the Company or any reorganization, consolidation, merger, or any sale, lease, license, exchange or other transfer (in
one transaction or a series of related transactions) of all or substantially all, of the business and/or assets of the Company (the “Reclassification
Events”) shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities, or other assets or property,
then, as a condition of such Reclassification Event, lawful and adequate provisions shall be made whereby the Holder hereof shall thereafter have the right to
purchase and receive (in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights
represented hereby) such shares of stock, securities, or other assets or property as may be issued or payable with respect to or in exchange for a number of
outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the exercise of the
rights represented hereby. In any Reclassification Event, appropriate provision shall be made with respect to the rights and interests of the Holder of
this Warrant to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of Warrant
Shares), shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities, or assets thereafter deliverable upon the exercise
hereof.

(c) Distributions of Assets.  If the Company shall declare or
make any dividend or other distribution of 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






3











rearrangement, scheme of arrangement or other similar transaction other
than a dividend or distribution payable solely in shares of Common Stock for which an adjustment is made pursuant to Section 3(a)) (a "Distribution
"), at any time after the issuance of this Warrant, then, in each such case:



(i)

any Exercise Price in effect immediately prior to the close of
business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution shall be reduced, effective as
of the close of business on such record date, to a price determined by multiplying such Exercise Price by a fraction of which (i) the numerator shall be the
Closing Bid Price (as defined below) of the shares of Common Stock on the trading day immediately preceding such record date minus the value of the Distribution
(as determined in good faith by the Company's Board of Directors) applicable to one share of Common Stock, and (ii) the denominator shall be the Closing Bid
Price of the Common Shares on the trading day immediately preceding such record date; and




(ii)

the number of Warrant Shares shall be increased to a number of
shares equal to the number of shares of Common Stock obtainable immediately prior to the close of business on the record date fixed for the determination of
holders of shares of Common Stock entitled to receive the Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding
paragraph (i).




(iii) "Closing Bid Price" means, for any
security as of any date, the last closing bid price for such security on the principal securities exchange or trading market where
such security is listed or traded (the “Principal Market”), as
reported by Bloomberg, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing bid price, then the last bid
price of such security prior to 4:00:00 p.m., New York time, as reported by Bloomberg. If the Closing Bid Price cannot be calculated for a security on a
particular date on any of the foregoing bases, the Closing Bid Price of such security on such date shall be the fair market value as mutually determined by the
Company and the Holder. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar
transaction during the applicable calculation period.




(d) 

Subsequent Equity Raises. During the period commencing on the date
of the Qualified IPO until after the Company has completed an aggregate of $25,000,000 in equity financings (excluding the initial IPO) (collectively, the
“Subsequent Equity Raises”), the number of Warrant Shares and the Exercise Price shall be permanently adjusted upon each issuance of Common
Stock or securities convertible into or exercisable for or exchangeable into Common Stock (collectively, “Equity Securities”) (or derivatives
thereon, whether settled in cash or Equity Securities) (excluding the Qualified IPO) such that upon exercise in full of this Warrant for an aggregate exercise
price of $1,500,000, the Holder would receive a number of Warrant Shares representing a percentage of the Common Stock outstanding immediately after the
issuance giving rise to the adjustment equal to the Holder Warrant Percentage (as defined below). No further adjustments pursuant to the preceding
sentence will be made following the completion of the Subsequent Equity Raises. In the event that the Company has not completed an aggregate of
$25,000,000 of Subsequent Equity Raises by March 30, 2016 (the “Automatic Adjustment Date”), then on such Automatic Adjustment Date the
number of Warrant Shares issuable upon exercise of this Warrant and the Exercise Price hereof shall be adjusted in accordance with this Section 3(d) as if on
the Automatic Adjustment Date the Company sold a number of shares of Common Stock equal to quotient of (1) the difference between (x) $25,000,000 and (y) the
proceeds of any Subsequent Equity Raises consummated prior to the Automatic Adjustment Date and (2) the closing price per






4











share of Common Stock on the Principal Market on the Automatic Adjustment
Date.  “Holder Warrant Percentage” means the percentage that the Holder Warrant Share Number represents of the aggregate number of
shares of Common Stock outstanding upon consummation of the Qualified IPO on a fully diluted basis.




(e) 

Other Events. If any event occurs of the type contemplated by the
provisions of this Section 3 but not expressly provided for by such provisions, then the Company's Board of Directors will make an appropriate adjustment in the
Exercise Price and the number of Warrant Shares so as to protect the rights of the Holder; provided that no such adjustment pursuant to this Section 3(e) will
increase the Exercise Price or decrease the number of Warrant Shares as otherwise determined pursuant to this Section 3.   




(f)

Notice of Adjustment. Upon any adjustment of the Exercise Price or
any increase or decrease in the number of Warrant Shares, the Company shall give written notice thereof, by first class mail postage prepaid, addressed to the
registered Holder of this Warrant at the address of such Holder as shown on the books of the Company. The notice shall be prepared and signed by the
Company’s Chief Financial Officer and shall state the Exercise 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.




(g)

Sale of the Company. Notwithstanding any other provision of this
Section 3, following the Qualified IPO, upon the consummation by the Company (in one or a series of related transactions) of a merger, consolidation, sale or
transfer of more than fifty percent (50%) of the Company’s capital stock or all or substantially all of the Company’s assets determined on a
consolidated basis (a “Fundamental Transaction”), this Warrant shall terminate ninety (90) days following such consummation; provided that the
Holder has the right to exercise this Warrant pursuant to its terms during such 90-day period. In addition, in the event of a Fundamental Transaction, at the
request of the Holder delivered before the ninetieth (90th) day after the consummation of such Fundamental Transaction, the Company (or the Company’s
successor) shall purchase this Warrant from the Holder by paying to the Holder, within five (5) business days after such request (or, if later, on the effective
date of the Fundamental Transaction), cash in an amount equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant
on the date of such Fundamental Transaction. "Black Scholes Value" means the value of this Warrant based on the Black and Scholes Option
Pricing Model obtained from the "OV" function on Bloomberg Financial Markets determined as of the day of the closing of the applicable Fundamental
Transaction for pricing purposes and reflecting (i) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term
of this Warrant as of such date of request, (ii) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function
on Bloomberg as of the day immediately following the public announcement of the applicable Fundamental Transaction, (iii) the underlying price per
share used in such calculation shall be the sum of the price per share being offered in cash, if any, plus the value of any non cash consideration, if any,
being offered in the Fundamental Transaction and (iv) a 365 day annualization factor.




4.

No Voting or Dividend Rights. Nothing
contained in this Warrant shall be construed as conferring upon the holder hereof the right to vote or to consent to receive notice as a stockholder of the
Company on 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






5











hereby or the shares purchasable
hereunder until, and only to the extent that, this Warrant shall have been exercised.

5.

Compliance with the Act. The Holder of this
Warrant, by acceptance hereof, agrees that this Warrant is being acquired for its own account and not for any other person or persons, for investment purposes
and that it will not offer, sell, or otherwise dispose of this Warrant except under circumstances which will not result in a violation of the Act or any
applicable state securities laws. 

6.

Limited Transferability. The Holder
represents that by accepting this Warrant it understands that this Warrant and any securities obtainable upon exercise of this Warrant have not been registered
for sale under Federal or state securities laws and are being offered and sold to the Holder pursuant to one or more exemptions from the registration
requirements of such securities laws. In the absence of an effective registration of such securities or an exemption therefrom, any certificates for such
securities shall bear the legend set forth on the first page hereof. The Holder understands that it must bear the economic risk of its investment in this
Warrant and any securities obtainable upon exercise of this Warrant for an indefinite period of time, as this Warrant and such securities have not been
registered under Federal or state securities laws and therefore cannot be sold unless subsequently registered under such laws, unless an exemption from such
registration is available.  Notwithstanding the foregoing or anything contained herein to the contrary, if the resale of the Warrant Shares by the
Holder is covered by an effective registration, then upon exercise of this Warrant the Company shall deliver such Warrant Shares to the Holder free of any
restrictive legends. 

7.

Amendment, Waiver, etc. Except as
expressly provided herein, neither this Warrant nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed
by the party against whom enforcement of any such amendment, waiver, discharge or termination is sought.

8.

Notices. Any notice, request, or other
document required or permitted to be given or delivered to the Holder hereof or the Company shall be delivered as set forth in the that certain Backstop
Commitment Agreement dated April 6, 2011 among the Company, Manchester Securities Corp. and Lindsay A. Rosenwald, M.D. (the “Backstop Agreement”).

9.

Governing Law; Jurisdiction. This Warrant
shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of New York without regard to the
conflicts of laws provisions thereof. The parties consent to the exclusive jurisdiction of the state and federal courts located in New York County, New
York for any action, suit or proceeding arising hereunder.

10.

Lost or Stolen Warrant. Upon receipt of
evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant 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, the Company, at its expense, will make and deliver a new Warrant, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant.

11.

Fractional Shares. 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 (calculated to the nearest 1/100th of a share) multiplied by the then effective Exercise Price on the date the Form of
Subscription is received by the Company.






6












12.

Successors and Assigns. This Warrant and
the rights evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the successors and assigns of the Holder.
 The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant, and shall be enforceable by any such
Holder.

13.

Severability of Provisions. In case any one or
more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions
of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision
which shall be a commercially reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Warrant.

14.

Ownership Limitation. The
Company shall not effect any exercise of this Warrant, and the Holder shall not have the right to exercise this Warrant, to the extent that after giving effect
to such exercise, such Holder (together with the Holder's affiliates) would beneficially own in excess of 9.99% (the "Maximum Percentage") of
the number of shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of this paragraph, beneficial ownership
shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act"). For purposes of this
Warrant, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected
in (1) the Company's most recent Form 10-K, or Form 10-Q or other public filing with the Securities and Exchange Commission, as the case may be, (2) a more
recent public announcement by the Company or (3) any other notice by the Company or the Company’s transfer agent setting forth the number of shares of
Common Stock outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall within two (2) Business Days
confirm in writing to the Holder the number of shares of Common Stock then outstanding. By written notice to the Company, the Holder may from time to time
decrease the Maximum Percentage to any other percentage specified in such notice; provided that any such increase will not be effective until the sixty-first
(61st) day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner other than in
strict conformity with the terms of this Section 14 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the
intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation.


15.

Participation Rights. Upon any and all financings by the
Company of Equity Securities (a “Subsequent Financing”), the Holder shall have the right to participate in any such Subsequent Financing in
amount of up to $1,500,000. At least 20 days prior to the closing of the Subsequent Financing, the Company shall deliver to the Holder a written notice of
its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the Holder if it wants to review the details of such
financing (such additional notice, a “Subsequent Financing Notice”). Upon the Holder’s request made within 10 days after receipt of the
Pre-Notice, and only upon a request by the Holder, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 day after receipt of such
request, deliver a Subsequent Financing Notice to the Holder. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of
such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the person with whom such Subsequent Financing is proposed to be effected,
and attached to which shall be a term sheet or similar document relating thereto. Notwithstanding the foregoing, the Holder may at any time, or from time
to time, deliver a written notice to the Company that it does not wish to receive any Pre-Notices or Subsequent Financing Notices and following receipt of such
notice the Company shall not deliver any Pre-Notices or Subsequent Financing Notices to the Holder until such notice is rescinded in writing by the Holder.
 This Section 15 shall survive any expiration, termination or exercise of this Warrant.




Remainder of Page Intentionally Left Blank; Signature
Page Follows









7














IN WITNESS WHEREOF, the Company has
caused this Warrant to be duly executed by its officer, thereunto duly authorized as of this 29th day of April, 2011.




				

	 
	IASO PHARMA INC.


	 
	 

	 
	 

	 
	By:

	
/s/ Matthew A. Wikler


	 
	 
	
Name:

	Matthew A. Wikler


	 
	 
	
Title:

	President and Chief Executive Officer















Signature Page—Common Stock Warrant














FORM OF SUBSCRIPTION

(To be signed only upon exercise of Warrant)

To:

IASO Pharma Inc.

The undersigned, the holder of the
attached Common Stock Warrant, hereby elects to exercise the purchase right represented by such Warrant for, and to purchase thereunder,
                                    shares of Common Stock of IASO Pharma Inc. and such holder herewith makes payment of $_________ therefor.










The undersigned requests that certificates
for such shares be issued in the name of, and 

delivered to:                                                                                                                                                                       

whose address is:                                                                                                                                                              .

 

DATED:                                 








                                                                                                         
(Signature must conform in all respects to name of Holder as

specified on the face of the Warrant)




Name:

                                                                                                          




Title: