Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On June 28, 2024, Avenir Wellness Solutions, Inc. (the "Company") entered into that certain Securities Purchase Agreement ("the Securities Purchase Agreement") with 1800 Diagonal Lending LLC ("Diagonal Lending" and, together with the Company, the "Parties"), pursuant to which the Company agreed to issue and sell to Diagonal Lending, in a private placement, bridge notes in the principal amounts of (i) $49,450 including an original issue discount of $6,450 ("Note A") and (ii) $72,450 including an original issue discount of $9,450 ("Note B") (such bridge notes, collectively, the "Notes"), and additional tranches of up to $350,000 in the aggregate, subject to further agreement between Diagonal Lending and the Company. Capitalized terms used herein but not otherwise defined have the meanings set forth in the Notes.

Note A shall be payable in four installments and Note B shall be payable in ten installments as set forth specifically within each Note. Pursuant to the Notes, after the occurrence of an Event of Default, the outstanding and unpaid portion of each Note is convertible into the Company's Class A common stock, par value $0.001 par value per share ("Common Stock") at a conversion price ("Conversion Price") calculated by multiplying 70% of the lowest Trading Price for the Common Stock during the ten-day Trading Period ending on the latest complete trading day prior to the Conversion Date. The Conversion Price is subject to equitable adjustments for stock splits, stock dividends, or rights offerings by the Company relating to the Company's securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions, and similar events. The number of shares of Common Stock to be issued upon each conversion of the Note is determined by dividing the outstanding amount owed on the Note by the Conversion Price.

Each Note shall have a one-time interest charge of 15% on Note A and 14% on Note B applied on the issuance date to the respective principal amount of each Note. Any amount of principal or interest on each Note which is not paid when due shall bear an interest rate of 22% per annum from the due date thereof until such principal or interest is paid. The Company has the right to repay each Note in full at any time with no prepayment penalty.

The Securities Purchase Agreement contains customary representations, warranties and covenants by, among and for the benefit of the Parties, as well as customary indemnification provisions.

The foregoing is only a brief description of the material terms of the Securities Purchase Agreement and the applicable Note and does not purport to be a complete description of the rights and obligations of the Parties. The foregoing descriptions are qualified in their entirety by reference to the full text of the Securities Purchase Agreement and the Form of Note, copies of which are filed hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.