ncotelic Therapeutics, Inc. announced that it has entered into agreement for a private placement of a convertible promissory note for gross proceeds of $301,500 on June 22, 2022. The company announced it has received convertible note for principal amount of $335,000 with an discount of 10%. The transaction will include participation from BlueLake Partners, LLC.

The note is convertible into common shares of the company and carries an interest rate of 12% per annum and matures on the earlier of the one year anniversary of the date of the agreement, the acceleration of the maturity of the note by holder upon occurrence of an event of default. The note contains a voluntary conversion mechanism whereby the holder may convert the outstanding principal and accrued interest under the terms of the note into shares of common stock at a fixed price of $0.10 per share, subject to adjustments upon the occurrence of certain corporate events. The Company also issued 3,025,000 warrants to purchase shares of Common Stock of the Company at an exercise price of $0.20.

The issuance of the note is exempt from the registration requirements of the Securities Act of 1933, as amended, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as provided in Rule 506 of Regulation D promulgated thereunder. JH Darbie & Co., Inc. will act as finder to the company and will receive a finder fee of 4.5% of the gross proceeds received by the company in cash and warrants equal 10% warrant coverage of the amount raised, with a purchase price equal to the conversion price, with such warrants to expire five years from the date of issuance.