ADHERA THERAPEUTICS, INC. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sale of Equity Securities, Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On October 7, 2021, Adhera Therapeutics, Inc. (the "Company") entered into a Securities Purchase Agreement ("SPA") with an institutional investor (the "Buyer"), pursuant to which the Company issued the Buyer a 10% Convertible Redeemable Note in the principal amount of $131,250 (the "Note") and a three-year warrant to purchase 476,190 shares of common stock of the Company (the "Warrant") for which the Company received net proceeds of $110,000. This investment is in addition to the investment made by another institutional investor which closed within two days of the investment and was previously disclosed in a Current Report on Form 8-K.

The Note is due October 7, 2022. The Note provides for guaranteed interest at the rate of 10% per annum, payable at maturity. The Note is convertible into shares of common stock at any time following the date of cash payment at the Buyer's option at a conversion price of $0.075 per share, subject to certain adjustments. Furthermore, the Buyer will not be allowed to effect a conversion if such conversion, along with all other shares of the Company's common stock beneficially owned by the Buyer and its affiliates would exceed 4.99% of the outstanding shares of common stock of the Company, which may be increased up to 9.9% upon 60 days' prior written notice by the Buyer.

The Warrants are exercisable for three-years from October 5, 2021 at an exercise price of $0.095 per share, subject to certain adjustments, which exercise price may be paid on a cashless basis.

Pursuant to the SPA, the Company shall have filed a registration statement within 90 days providing for the registration of all shares issuable upon conversion of the Note and exercise of the Warrant.

For services rendered in connection with the SPA, the Company paid Carter, Terry & Company a fee of $10,000. In addition, the Company reimbursed the Buyer $5,000 for legal expenses incurred in connection with the transaction.

The foregoing description of the terms of the SPA, the Note, the Warrant and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the form of SPA, the form of Note, and the form of Warrant, a copy which is filed as Exhibits 10.1, 4.1, and 4.2, respectively, to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained above in Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sale of Equity Securities.

The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02. The Note and Warrant were offered and sold in a transaction exempt from registration under the Securities Act of 1933 in reliance on Section 4(a)(2) thereof and Rule 506(b) of Regulation D thereunder.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)

On November 5, 2021, the Company appointed Zahed Subhan as a member of the Board of Directors of the Company. There is no arrangement or understanding between Mr. Subhan, and any other persons pursuant to which Mr. Subhan was selected as a director. Since the beginning of fiscal 2021 through the date hereof, there have been no transactions with the Company, and there are currently no proposed transactions with the Company in which Mr. Subhan had or will have a direct or indirect material interest within the meaning of Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.



                                                         Incorporated by        Filed or
                                                            Reference           Furnished
Exhibit #            Exhibit Description              Form     Date    Number   Herewith
   4.1        Form of 10% Convertible Redeemable                                  Filed
            Note
   4.2        Form of Warrant                                                     Filed
  10.1        Form of Securities Purchase                                         Filed
            Agreement
   104      Cover Page Interactive Data File
            (embedded within the Inline XBRL
            document)

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