Cyclo Therapeutics, Inc. announced that it has entered into a purchase agreement with returning investor Rafael Holdings, Inc. to issue 4,000,000 shares of Common Stock at an issue price of $1.25 per share for the gross proceeds of $5,000,000 on June 1, 2023. The company also issued 4,000,000 shares of Common Stock at an exercise rice of $1.25 per share and a term of seven years from the date of issuance. The closing of the sale of the Shares and Warrant under the Purchase Agreement is subject to the approval of the Company's stockholders to such sale in accordance with Nasdaq Listing Rules 5635(b) and 5635(d), as well as other customary conditions to closing.

The sale of securities to be issued under the Purchase Agreement will be issued in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant Section 4(a)(2) thereof and Rule 506 of Regulation D promulgated thereunder.