Clearday, Inc announced a purchase agreement and completed the issuance of convertible promissory note for aggregate principal amount of $1,558,000, which includes $94,000 of original issue discount (6%) for purchase price of $1,464,000, first warrant issued for 405,298 shares and second warrant issued for 1,688,741 shares for a total proceeds of $1,464,000 on March 21, 2024. The transaction includes participation from returning investor, MAST HILL FUND, a fund managed by Mast Hill Management, LLC. The principal amount of the Note accrues interest at 16% per annum or 18% per annum in the event of an event of default and matures 12 months after the date of issuance.

The Note may be converted into shares of our common stock, par value $0.001 per share at an initial conversion price of $0.82 per share, subject to customary full ratchet anti-dilution protection and a customary limit of beneficial ownership to 4.99% of our outstanding shares of Common Stock, subject to waiver by the Lender.