Airship AI Holdings, Inc. announced that it has entered into an Amended and Restated Subordination Agreement to issue an amended and restated senior secured convertible promissory note in the principal amount of $2,000,000 at a price of $2,000,000 for the gross proceeds of $2,000,000 and amended and restated common stock purchase warrants to purchase 189,334 shares of common stock at an exercise price per share of $3.69717 on June 22, 2023. The transaction will include participation from new investors Platinum Capital Partners, Inc. The repayment amount of the Note is 110% of the principal amount $2,200,000 and matures in full on June 22, 2024. Interest accrues on the Note at the rate of 6% per annum calculated on the basis of 360 days.

At the option of investor, the principal amount of the Note plus any accrued but unpaid interest is convertible into shares of the Company?s common stock at a conversion price per share equal to the lower of $3.69717, subject to appropriate adjustment as provided in the Note, and 65% of the VWAP for the Common Stock for the preceding five trading days immediately prior to any conversion, but in no event below $2.27518, subject to appropriate adjustment as provided in the Note. The term of the warrant expires on June 22, 2028. The Note may not converted, and the Warrant may not be exercised, to the extent that after giving effect to such conversion and/or exercise, investor would beneficially own in excess of 4.99% of the Common Stock outstanding immediately after giving effect to such conversion and/or exercise.

The Note, the Warrant and the shares of Common issuable upon conversion of the Note and exercise of the Warrant described herein have not been registered under the Securities Act of 1933, as amended and were offered and sold in reliance upon exemption from the registration requirements under Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder.