Item 1.01. Entry into a Material Definitive Agreement.

Effective May 16, 2022, Black Bird Biotech, Inc., a Nevada corporation (the "Company"), entered into a securities purchase agreement (the "SPA") with Mast Hill Fund, L.P., a Delaware limited partnership ("Mast Hill"), pursuant to which the Company agreed to issue to Mast Hill: (1) a 12% Promissory Note (the "Note"), dated May 13, 2022, in the principal amount of $250,000. The Note was funded by Mast Hill on May 16, 2022, with the Company receiving funding of $200,000, net of OID of $25,000, commissions of $18,000 and legal fees of $7,000; and (b) a Warrant (the "Warrant") to purchase shares of the Company's common stock. The SPA includes customary representations, warranties and covenants by the Company and customary closing conditions.

The Note matures 12 months after the date of the note on May 12, 2023. The Note is convertible into shares of the Company's common stock at any time at a conversion price of $.005 per share; provided, however, that Mast Hill may not convert the Note to the extent that such conversion would result in the investor's beneficial ownership of the Company's common stock being in excess of 4.99% of the Company's then-issued and outstanding common stock.

The Warrant entitles Mast Hill to purchase up to 14,062,500 shares of the Company's common stock at an exercise price of $.008 per share, for a period of five years.

The foregoing descriptions of the SPA, Note and the Warrant do not purport to be complete and are qualified in their entirety by reference to the full text of the SPA, Note and the Warrant, copies of which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and incorporated by reference herein.

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

The information provided above in Item 1.01 herein is incorporated by reference into this Item 2.03.






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Item 9.01 Financial Statements and Exhibits.





Exhibit No.:    Description of Exhibit
    10.1*         Securities Purchase Agreement dated May 2, 2022, between the
                Company and Mast Hill Fund, L.P.
    10.2*         Promissory Note dated May 2, 2022, $135,000 principal amount,
                issued by the Company in favor of Mast Hill Fund, L.P.
    10.3*         Warrant dated May 2, 2022, issued by the Company to Mast Hill
                Fund, L.P.
     104        Cover Page Interactive Data File (embedded within the Inline XBRL
                Document).


_______



*  Filed herewith.




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