Material Agreement - Form 8-K

Item 1.01 Entry into a Material Definitive Agreement.

On April 19, 2024, One World Products, Inc. (the "Company") completed the sale of a 12% convertible promissory note to each of (a) SDT Equities LLC, a Delaware limited liability company ("SDT") in the principal amount of $1,300,000 and for a purchase price of $1,196,000, and (b) AJB Capital Investments LLC, a Delaware limited liability company ("AJB", and together with SDT, the "Investors") in the principal amount of $300,000 for a purchase price of $276,000 (collectively, the "Notes") pursuant to Securities Purchase Agreements between the Company and the Investors, respectively (the "Purchase Agreements"). The transactions were effected pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) promulgated thereunder.

The Notes mature on January 19, 2025 (the "Maturity Date") and bear interest at a rate of 12% per annum. Subject to certain adjustments and following an event of default only, the Notes are convertible into shares of the Company's common stock at a conversion price equal to the lowest closing price (i) during the previous ten Trading Day (as defined in the Notes) period ending on the date of issuance of the Note, or (ii) during the previous ten Trading Day period ending on the Conversion Date (as defined in the Notes), whichever is lower. The Notes are also subject to covenants, events of default, penalties, default interest, and other terms and conditions customary in transactions of this nature.

Pursuant to the Purchase Agreement with SDT, SDT received a pre-funded warrant to purchase 8,666,667 shares of the Company's common stock (the "Warrant"). The Warrant includes a make-whole provision, whereby, if SDT is unable to sell the Warrant Shares (as defined in the Warrant) for net proceeds equal to at least $520,000 (the "Make-Whole Amount") within a certain timeframe, then the Company shall either (i) pay SDT in cash the difference between the Make-Whole Amount and the net proceeds that SDT actually received from the sale of the Warrant Shares or (ii) cause the issuance of additional pre-funded warrants to SDT for shares of common stock the sale of which would ultimately satisfy the Make-Whole Amount.

Pursuant to the Purchase Agreement with AJB, the Company paid a $120,000 commitment fee (the "Commitment Fee") to AJB in form of 2,000,000 shares of the Company's common stock (the "Commitment Fee Shares"). The Commitment Fee Shares were issued within five days of the execution of the Purchase Agreement with AJB. The Purchase Agreement with AJB includes a make-whole provision, whereby, if AJB is unable to sell the Commitment Fee Shares for net proceeds equal to at least the Commitment Fee, the Company shall cause the issuance of additional shares of common stock to AJB the sale of which would ultimately generate total net funds equal to the Commitment Fee. Moreover, the Company has an obligation to include the Commitment Fee Shares in a registration statement filed by the Company within ninety days after the effective date of the Purchase Agreement with AJB.

The obligations of the Company to the Investors under the Notes, the Purchase Agreements, and any other Transaction Documents (as defined in the Security Agreements mentioned below) are secured by liens on the Company's assets pursuant to Security Agreements between the Company and the Investors, respectively.

The information set forth above is qualified in its entirety by reference to the actual terms of the Notes, the Warrant, the Purchase Agreements, and the Security Agreements, which will be filed as Exhibits 4.1, 4.2, 4.3, 10.1, 10.2, 10.3, and 10.4, respectively, to this Current Report on Form 8-K, in an amendment and which will be incorporated herein by reference.