Odyssey Semiconductor Technologies, Inc. announced a private placement that it has issued a secured convertible promissory note in the amount of $250,000 and a secured convertible promissory note in the amount of $184,000 , respectively, to the Nina and John Edmunds 1998 Family Trust dated January 27, 1998 for the gross proceeds of $434,000 on March 14, 2024. Each of the Promissory Notes bears interest at a rate of ten percent 10% per annum, on a non-compounding basis, and is due and payable on the earlier of the date upon which the Promissory Note is converted into equity securities of the company or June 30, 2025. All interest due shall be paid in shares of the company?s common stock, which shall be valued at a price equal to the average of the last 20 trading days?

closing price of the company?s common stock, commencing on the date immediately preceding the date of conversion for purposes of the interest computation. The Promissory Notes may be convertible anytime at the discretion of the holder into shares of common stock of the company at a price equal to the average of the last 20 trading days? closing price, or automatically converted upon the closing of a public offering of the company?s common stock with aggregate proceeds of at least $5 million or the listing of the Company?s Common Stock on a National Securities Exchange, as such term is defined under the Exchange Act, at a 20% discount to the per share public offering price.