Material Agreement Form 8 K

Item. 1.01 Entry into a Material Definitive Agreement.

On July 31, 2024, Elevai Labs Inc. (the "Company") entered into a securities purchase agreement (the "Securities Purchase Agreement") with certain investors (the "Purchasers") pursuant to which the Company sold, in a private placement (the "Private Placement"), notes with an aggregate principal amount of $1,150,000 (the "Notes"), with an original issue discount of $150,000. As consideration for entering into the Securities Purchase Agreement, the Company issued a total of 1,299,999 shares of common stock of the Company (the "Shares") to the Purchasers on August 2, 2024 (the "Closing Date").

Pursuant to the Securities Purchase Agreement, the Company covenanted and agreed to prepare and file a registration statement in connection with a public offering in which Univest Securities, LLC serves as the underwriter or placement agent (the "Registration Statement") within fifteen (15) days of the Closing Date. The Company agreed to include a resale prospectus in such Registration Statement providing for the resale by the Purchasers of the Shares, cause the Registration Statement to become effective within sixty (60) days following the initial filing of the Registration Statement and keep the Registration Statement effective at all times until no Purchaser owns any Shares.

In addition, from the Closing Date until twelve (12) months after the Closing Date, upon any issuance by the Company of common stock or common stock equivalents for cash consideration ("Subsequent Financing") other than in connection with a Regulation A+ offering under the Securities Act of 1933, as amended, each Purchaser shall have the right to participate in up to an amount of such Subsequent Financing equal to twenty percent (20%) of the Subsequent Financing on the same terms, conditions and price provided in the Subsequent Financing.

The Securities Purchase Agreement contained customary warranties and representations.

In connection with transactions contemplated by the Securities Purchase Agreement, the Company and its wholly owned subsidiaries, Elevai Skincare Inc., Elevai Research Inc. and Elevai Biosciences Inc. (collectively, the "Subsidiaries") entered into the Subsidiary Guarantee Agreement (the "Guarantee Agreement"), in which the Subsidiaries agreed to guarantee the payment of all obligations under the Notes.

The issuance of the Note and the Shares were made pursuant to the exemption from the registration requirements under Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder due to the fact the offering of the Note and the Shares did not involve a public offering of securities.

The foregoing descriptions of the Securities Purchase Agreement and the Guarantee Agreement are not intended to be complete and are qualified in its entirety by reference to the full text of the form of Securities Purchase Agreement and the Guarantee Agreement, respectively, copies of which are filed as Exhibits 10.1 and 10.3 hereto and incorporated by reference herein.

The information set forth in Item 2.03 of this Current Report on Form 8-K regarding the issuance and description of the material terms of the Note is incorporated herein by reference into this Item 1.01.