Reviv3 Procare Company announced that it has entered into a material definitive agreement for the private placement on a best efforts basis to accredited investors an aggregate of 1,947,175 shares of its common stock, par value $0.0001 per share at a purchase price of $0.23 per share for aggregate gross proceeds of $447,850.25 on February 23, 2023. The company relied on the exemption provided by Rule 506(b) of Regulation D promulgated under Section 4(a)(2) the Securities Act of 1933, as amended (the “Act”), in connection with the foregoing transactions.