BIMI International Medical Inc. announced that it has entered into a definitive agreement for a private placement to issued convertible promissory note for gross proceeds of $2,000,000 on December 6, 2022. The transaction included participation from, the Chairman of the Board of the company, Fnu Oudom. The note have a principal amount of $2,000,000.

The note carries an annual interest rate of 6%, which is payable together with the principal amount one year after the date of the note and seven business days before the maturity date of the note, the note holder has the right to exercise a conversion right at a conversion price of $0.40, to have the aggregate amount of the principal and accrued interests repaid in shares of the company's common stock, in lieu of cash payment. The conversion price of $0.40 reflects a 60% premium on the closing price of the Common Stock on NASDAQ on the date of issuance of the note and the closing price of the common shares on NASDAQ on such date was $0.25. If the note holder elects to exercise the conversion right and the issuance of the note shares requires the approval of the company's stockholders, the company shall seek stockholders' approval before the note shares can be issued; however , that the note holder may revoke the election of exercise of the conversion right if the stockholders' approval has not been obtained within two years of such election, in which event the company will immediately pay the note holder the principal balance due under the note plus interest accrued through the date of the full payment of the note.

The company has no obligation to file a registration statement with the SEC for the resale of the note shares, if issued. Based on the number of shares of common stock outstanding as of December 6, 2022, the note shares would represent approximately 12% of the common shares outstanding post issuance, if the note shares were issued on that day.