Bloomios, Inc. announced that it has entered into securities purchase agreement for a private placement of senior secured convertible debentures for gross proceeds of $11,809,100.15 on October 26, 2022. The principal amount of the note to be issued is $13,893,059.The company issued at 15% original discount. The Debentures were issued to eleven holders, six of whom invested $6.25 million with the balance of the principal amount consisting of the issuance of the Debenture to the seller and the issuances of Debentures to four lenders to refinance previous loans.

The debentures have a maturity date of October 26, 2024, have an interest rate of ten percent per annum, and are convertible into shares of common stock. The conversion price prior to the date of a qualified offering is eighty percent of the lowest VWAP of the common stock during the five trading day period immediately prior to the applicable conversion date, at the qualified offering, at the qualified offering conversion price, or following the date of the qualified offering, eighty percent of the lowest VWAP of the common stock during the ten trading day period immediately prior to the three month anniversary of date of the qualified offering. In addition, pursuant to the SPA, the holders of the Debentures were each issued a warrant to purchase shares of the common stock.

Each warrant provides for the purchase by the applicable holder of debentures of a number shares of common stock equal to the total principal amount of the debenture purchased by such holder divided by the average of the VWAP of the common stock during the ten trading day period immediately prior to the closing date. The exercise price of the warrants is 125% of the conversion price of the Debentures. A total of 7,449,007 warrants were issued on the closing date.