Clearday, Inc. announced that it has entered into a securities purchase agreement with returning investor Mast Hill Fund, L.P., a fund managed by Mast Hill Management, LLC for a private placement of unsecured promissory note for gross proceeds of approximately $600,360 on January 12, 2023. The note has a principal amount of $756,000, which included original issue discount of $75,600 is provided, which provides proceeds to us in the amount of $680,400 before fees and expenses, and the company will pay $68,040 in placement fees in connection with the sale of the Note and $12,000 of legal fees and expenses of the Lender. After payment of such fees and closing costs, the sale of the Note resulted in approximately $600,360 in net proceeds to the Company. The Note was issued in a transaction that is exempt from the registration requirements of the Securities Act of 1933, as amended, under Section 4(a)(2) thereof. The note carries a coupon rate of 12% per annum, subject to increase to the lesser of 16% per annum or the maximum amount permitted by law upon an Event of Default as defined by the Note and will mature on January 26, 2024. Interest and principal are payable from and after April 12, 2023, subject to a five business day grace period, in equal monthly payments of $75,600 plus accrued and unpaid interest, subject to our right to extend any or each of the first three such payments for 30 days upon payment of a fee equal to 10% of the amount due on such payment date. The company may prepay the obligations under the Note upon notice of seven trading days without payment or penalties or fees other than a $750 administrative fee.
The notes are convertible into common stock, upon the terms and subject to the limitations and conditions set forth in such Note. The Note ranks as its senior unsecured debt. No security interests were granted by the Company to the Lender. Unless otherwise agreed by Buyer, the Company agrees to file a Form D with respect to the Securities if required under Regulation D and to provide a copy thereof to the Buyer promptly after such filing. The parties shall use their best efforts to satisfy timely each of the conditions described in Section 6 and 7 of this Agreement.