Kona Gold Beverage, 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 best effort private placement of a senior secured promissory note with an initial principal amount of $475,000 on March13, 2023. The company will also issue a common stock purchase warrant that is exercisable for the purchase of up to an aggregate of 80,000,000 shares of common stock with a third-party investor. The warrant has a five-year term and is immediately exercisable at an exercise price of $0.0045 per share, subject to adjustment and is exercisable by the then-holder on a “cashless” basis.

Pursuant to the securities purchase agreement, the purchase price of note was $475,000 less a fee of $43,500 which consist of an 8% original issue discount of $38,000 and $5,500 for the Investor’s legal fees. The senior note is due 12 months from its issuance date and is secured by all of our assets and the assets of each of our subsidiaries pursuant to the security agreement. At our option, we have the right to redeem, in full, the outstanding principal and interest under the Senior Note prior to its maturity date.

We must pay an amount equal to the principal amount being redeemed plus outstanding and accrued interest thereon, as well as a $750 administrative fee. The note shall be convertible into shares of common stock at a conversion price of $0.0045, subject to adjustment as provided in this Note. The company shall issue securities pursuant to the exemption provided under Regulation D.