Omnia Wellness Inc. (OTCPK:OMWS) announced that it has entered into securities purchase agreement to issue a senior secured promissory note in the principal amount of $650,000 to Auctus Fund, LLC, a fund managed by Auctus Fund Management, LLC on June 24, 2021. The company also issued two common stock purchase warrants to the investor, each allowing the investor to purchase an aggregate of 4,333,333 shares of the company's common stock. The second warrant is subject to cancellation pursuant to the terms of the note, and may not be exercised until the trigger date. The net amount received by the company was approximately $595,000 after payment of certain fees to the Investor or on behalf of the Investor. The note bears interest commencing on the issuance date at a fixed rate of 12% per annum on any unpaid principal balance, and will be payable, along with the principal amount, on June 24, 2021. The first 12 months of interest equal to $78,000 is guaranteed and earned in full as of the Issuance Date. The Warrants each have an exercise price of $0.15 per share, subject to customary adjustments (including anti-dilution adjustments), and may be exercised at any time until the three year anniversary of the Warrants; provided, however, in the event the Company repays the Note in its entirety on or prior to the Maturity Date, the Second Warrant shall automatically expire and may only be exercised in the event it does not so automatically expire. The warrants include a cashless exercise provision as set forth therein. The note contains customary events of default for a transaction such as the capital raise which entitle the Investor, among other things, to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, the Note. Upon an event of default, interest shall accrue at a default interest rate of 125% of the outstanding principal and accrued interest. Any principal or interest on the note which is not paid when due shall bear interest at the rate of the lesser of 16% per annum and the maximum amount permitted by law from the due date thereof until the same is paid.