Clean Vision Corporation announced that it has entered into a securities purchase agreement with accredited investor for a private placement of a senior convertible promissory note for gross proceeds of $2,450,000 on February 17, 2023. The principal amount of the promissory note is $2,500,000. The maturity date of the promissory note is February 21, 2024.

The promissory note bears interest at a rate of 5% per annum. The promissory note carries an original issue discount of 2%. The company may not prepay any portion of the outstanding principal amount, accrued and unpaid interest or accrued and unpaid late charges on principal and interest, if any, except as specifically permitted by the terms of the promissory note.

The company will issue warrants to purchase 29,434,850 common shares and are exercisable at a purchase price of $0.845 per share and expires five years from the date of issuance. The exercise price is subject to customary adjustments for stock dividends, stock splits, recapitalizations, and the like. Pursuant to the terms of the purchase agreement, the company and the investor provided customary representations and warranties to each other.

The transactions contemplated under the purchase agreement closed on February 21, 2023.