SRAX, Inc. announced that it has entered into definitive securities purchase agreements with a certain accredited and institutional investor to issue an Original Issue Discount Convertible Debenture at a price of $75,000 in the principal amount of $90,000 for gross proceeds of $75,000 on March 29, 2024. The transaction in a private placement exempt from registration under the Securities Act of 1933, as amended (the ?Securities Act?), in reliance on the exemption provided by Rule 506(b) of Regulation D and Section 4(a)(2) of the Securities Act. The Debentures, which mature on March 29, 2026, pay 0%, no interest per annum commencing on March 29, 2024.

The Debentures are convertible at the option of the holder into shares of our Class A common stock (?Common Stock?) at an initial conversion price of $0.25 per share, subject to adjustment in the event of (i) stock splits and dividends, (ii) subsequent rights offerings, (iii) pro-rata distributions, and (iv) certain fundamental transactions, including but not limited to the sale of the Company, business combinations, and reorganizations (v) subsequent equity sales. The transaction is expected to close on April 2, 2024.