Material Agreement Form 8 K

On July 16, 2024, Cyclo Therapeutics, Inc., a Nevada corporation (the "Company"), entered into an Amended and Restated Note Purchase Agreement (the "Agreement") with Rafael Holdings, Inc., a Delaware corporation ("Rafael"), the holder of approximately 31.5% of the Company's outstanding common stock, par value $0.0001 per share (the "Common Stock"), pursuant to which the Company issued and sold a convertible promissory note in the principal amount of $2,000,000.00 (the "Note") to Rafael. The Agreement amends and restates the Note Purchase Agreement, dated June 11, 2024, by and between the Company and Rafael, pursuant to which the Company issued and sold another convertible promissory note in the principal amount of $2,000,000.00 (the "Prior Note") to Rafael. The Note matures on November 11, 2024 and bears interest at a rate of 5% per annum, payable upon maturity. The Note may be prepaid by the Company in full at any time. The principal amount of the Note is convertible into shares of Common Stock, prior to the repayment of the Note, at the option of Rafael; automatically if the Company enters into a Qualified Financing (as defined) and at the option of Rafael if a Sale Transaction (as defined) occurs prior to repayment of the Note, all at the price and on the terms and conditions set forth in the Note. Upon the occurrence of an Event of Default (as defined) under the Note, including the failure of the Company to pay the principal or interest under either the Note or the Prior Note, when due, the obligations of the Company under the Note and the Prior Note may be accelerated. The Company intends to use the proceeds of the Note for working capital and general corporate purposes.

The descriptions of the Agreement and the Note are qualified in their entirety by reference to the actual terms thereof contained in the Agreement and the Note which are being filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K, and such terms are incorporated herein by reference.