Free Flow, Inc. announced a private placement to issue 15,000,000 Series D preferred shares at a price of $1.30 per share for a total gross proceeds of up to $19.5 million on October 10, 2023. The private placement is pursuant to Rule 506(c) promulgated under Regulation D of the Securities Act of 1933, as amended and/or other applicable exemptions from registration under the Securities Act and applicable state law. The shares sold through this offering will be restricted shares and will not be freely tradable until expiry of the statutory period under Rule 144 under the Securities Act of 1933 or if such shares are registered.

The securities may be sold only to Accredited Investors, which for natural persons, are investors who meet certain minimum annual income or net worth threshold.