Private Placement Form 8 K

Item 3.02 Unregistered Sales of Equity Securities

On September 10, 2024, KwikClick, Inc. (the "Company") sold unregistered securities of the Company. The securities were sold to a single, non-affiliate purchaser ("Investor") for cash consideration of $500,000 to the Company and consisted of 2,500,000 shares of the Company's common stock at a price of $0.20 per share and 2,500,000 stock appreciation rights with a base price of $0.20 per share ("SARs"). The Stock Appreciation Rights Agreement ("SARs Agreement") allows the Investor to potentially gain from the company's stock price appreciation by converting the SARs into shares, subject to specific conditions and timelines outlined in the SARs Agreement. The SARs Agreement provides the Investor with the following rights:

Grant of SARs: The agreement provides the Investor with the right to receive common stock shares of the Company. upon the appreciation of the Company's common stock. The SARs are based on a specified base price, set at $0.20 per share.

Term: The SARs are valid for seven years from the grant date, allowing the Investor to exercise them anytime within this period, subject to vesting and other conditions.

Vesting: The SARs fully vest six months after the grant date, giving the Investor the right to exercise them thereafter.

Exercise: Once vested, the SARs can be exercised for shares. Upon exercise, the Investor will receive a number of shares equivalent to the increase in the stock's market value over the base price ($0.20). The SARs cannot be exercised for cash.

Market Fluctuations: If the market price of the stock is higher than $0.20, the Investor benefits from the appreciation in the form of additional shares. If the market price is lower, the SARs hold no value and would not be exercised.

Non-Transferability: The SARs cannot be transferred, except upon the Investor's death or by specific provisions outlined in the agreement.

Tax Withholding: The Investor is responsible for paying any taxes due upon the inclusion of the SARs in their income upon exercise.

Termination of Relationship: If the Investor's relationship with the company ends (other than for reasons of death or disability), they have 90 days to exercise any vested SARs before they expire. Unvested SARs are forfeited immediately upon termination.

Death or Disability: If the Investor's relationship is terminated due to death or disability, all unvested SARs immediately vest, and the Investor (or their beneficiaries) has up to two years to exercise them.

Change in Control: If a change in control occurs, the agreement provides for potential substitution of the SARs with a replacement award. If no appropriate replacement is provided, the SARs may vest immediately before the change in control.

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