Mosaic ImmunoEngineering Inc. announced that it has entered into a convertible note purchase agreement with sixteen accredited investors for private placement of unsecured convertible promissory notes for gross proceeds of $5,000,000 on February 18, 2022. The convertible notes have no stated maturity date; bear interest at a simple rate equal to 8% per annum until converted; and automatically convert into the same equity securities at a variable conversion price. The conversion price equal to the lower of the product equal to 80% times the lowest per unit purchase price of the equity securities issued for cash in the qualified financing or smaller financing, or $2.377, representing $21 million divided by the number of fully diluted shares of common stock outstanding, including common stock reversed for issuance under the company's series B convertible voting preferred stock and the company's 2020 equity incentive plan as of the effective date. The transaction is expected to close no later than June 30, 2022. The securities are issued pursuant to Regulation D.


On the same day, the company received $341,632 in its first tranche. The tranche included participation from Steven King, Nicole Steinmetz, Robert Baffi, Gloria Felcyn, and Dr. Robert Garnick for $20,000, $10,000, 50,000, $25,000, and $50,000, respectively.