Adhera Therapeutics, Inc. announced that it has entered into a Securities Purchase Agreement with four accredited investor to issue 8% non-convertible original issue discount senior secured promissory note in the principal amount of $150,000 and 3,000,000 common stock purchase warrants for total gross proceeds of $105,000 on June 22, 2023.The notes are due on the earlier of the 12 month anniversary of the issuance date, and the date on which the Company completes a public offering for cash of common stock and/or common stock equivalents which results in the listing of the Company’s common stock on a national securities exchange as defined in the Securities Exchange Act of 1934, provided that unless there is an event of default, the company may extend the maturity date by six months in its discretion. The notes bear interest at 8% per annum, payable monthly, subject to an increase to 15% in case of an event of default as provided for therein. Furthermore, at any time before the 12 month anniversary of the date of issuance of a note, the company may, after providing written notice to the holder, prepay all of the then outstanding principal amount of the note for cash in an amount equal to the sum of 105% of the then outstanding principal amount of the note, accrued but unpaid interest and all liquidated damages and other amounts due in respect of the note.

The notes may, at the discretion of the company, be converted into shares of a new class of convertible preferred stock of the Company on the closing date of the transaction. In the event of the conversion, the holder will receive a number of shares of convertible preferred stock equal to the quotient obtained by dividing the unpaid principal amount of this note by the closing price of the securities on the closing date of the transaction. Upon issuance, the conversion price of the convertible preferred stock will be equal to the closing price of the securities issued in the transaction, subject to adjustment.

The warrants are exercisable for a period of five-years and six months from issuance at an exercise price of $0.05 per share, subject to certain limitations including beneficial ownership limitations, and subject to adjustment including downward adjustment upon a dilutive issuance of securities at a per-share price that is below the exercise price . Unless the holder’s sale of shares of common stock issuable upon exercise of the warrants at prevailing market prices is registered on an effective registration statement under the Securities Act, the warrants may be exercised cashlessly.