Item 9 Labs Corp. announced that it has entered into a purchase agreement with ClearThink Capital Partners, LLC for issuing common stock for gross proceeds of $25,000,000 on September 8, 2022. The common stock has a par value of $0.0001 per share.

The company will issue securities to the investor from time to time subject to the other terms and conditions in multiple tranches. The purchase price of the common stock will be equal to 85% of the two lowest daily closing trade prices during the period of ten trading days beginning five trading days preceding the applicable request. Each tranche will be in a minimum amount of $25,000 and a maximum amount equal to the lesser of $1,000,000 and 1000% of the average daily trading value of the common stock over the seven trading days preceding the delivery of the applicable request.

The securities may not be offered for sale, sold, assigned or transferred unless registered pursuant to the Securities Act of 1933 or an exemption exists permitting such securities to be sold, assigned or transferred without such registration. The company expects to close two tranches of 133,333 common stock for gross proceeds of $100,000 each.