Health Discovery Corporation announced a private placement of convertible promissory notes for gross proceeds of $410,000 on March 30, 2022. The transaction included participation from several investors including returning investors, George H. McGovern, III, Colleen M. Hutchinson and Edward Morrison. The notes carry fixed interest rate of 8% per annum and are due on March 22, 2027.

Pursuant to the terms of the transaction, at any time, the note holders shall have the right to convert the principal and unpaid accrued interest of the additional promissory note into common stock of the company at a conversion price obtained by dividing all principal and accrued but unpaid interest under the Promissory Note by, $0.04 per share, which is based upon the closing price of the company's common stock on March 17, 2022. The right of conversion is solely at the note holders' discretion. In the event that there is a change of control transaction prior to the Maturity Date, the note shall be immediately repaid in the amount equal to 120% of the then outstanding principal or converted to common stock of the company.

The total number of shares of common stock the note holders shall be entitled to upon conversion shall be equal to the number obtained by dividing all principal and accrued but unpaid interest under the promissory note by the conversion price. The choice of repayment method is solely at the note holders' discretion. If not earlier converted in connection with a change of control conversion or optional conversion, the promissory note will mature on March 22, 2027, and, at the option of the note holders principal and accrued interest shall be due and payable in cash at such time, or principal and accrued interest can be converted into common stock of the company at the conversion price.

The note holders shall receive two warrants to purchase shares of the company's common stock at the conversion price. The warrants expire on March 22, 2032.