AERWINS Technologies Inc. announced that it has entered into a securities purchase agreement for the private placement of up to 3 secured convertible promissory notes in the aggregate principal amount of $6,000,000 and up to 5,601,613 warrants on April 12, 2023. The transaction will include participation from new investor, Lind Global Fund II LP, a fund managed by The Lind Partners, LLC. The note has a conversion price equal to the lesser of $0.90 or 90% of the lowest single VWAP during the 20-trading day. The note will not bear interest other than in the event that if certain payments under the note as set forth therein are not timely made, the note will bear interest at the rate of 2% per month until paid in full. The company will have the right to prepay the note under the terms set forth therein. The closings of the transaction will occur in tranches.

On the same day, the company has issued a note with a purchase price of $2,100,000 for gross proceeds of $2,100,000 in an aggregate principal amount of $2,520,000 and the issuance to the investor of 2,532,678 warrants to acquire 2,532,678 shares of common stock. The closing of the second tranche, will consist of the issuance and sale to the investor of a note with a purchase price of $1,400,000 for gross proceeds of $1,400,000 and a principal amount of $1,680,000, and the issuance to the investor of 1,568,542 warrants to acquire 1,568,542 shares of common stock. The second closing will occur on the first business day following the filing by the company of its Form 10-Q for the quarter ended March 31, 2023. The closing of the third tranche, will consist of the issuance and sale to the investor of a note with a purchase price of $1,500,000 for gross proceeds of $1,500,000 and a principal amount of $1,800,000, and the issuance to the investor of 1,680,484 warrants to acquire 1,680,484 shares of common stock and will occur upon the effectiveness of the Registration Statement, as such term is defined below. The note issued under the SPA in the first closing will have a maturity date of April 12, 2025, and the note issued under the SPA in the second closing and the third closing will have a maturity date of 2 years from the date of issuance.