MJ Harvest, Inc. announced that it has entered into securities purchase agreement for a private placement of senior secured convertible promissory notes with SMC Cathedral City Holdings, LLC for gross proceeds of $1,500,000 on May 11, 2022.The Note provides for an original issue discount of $817,198. The Note bears interest at the rate of 12% due at maturity which is twelve months from the issue date of the Note or May 10, 2023. The note is secured by all assets of the Company.

Any principal amount or interest on the Note that is not paid when due will bear interest at the lesser of 16% or the maximum amount permitted by law. The Note may not be prepaid in whole or in part prior to maturity, except where the Company pays an amount equal to 120% of the principal amount due, all accrued and unpaid interest, and a $750.administrative fee, subject to the right of investor to convert the note prior to prepayment. The principal amount of the note and interest may be converted at any time following the issue date into fully paid and nonassessable shares of company Common Stock at a conversion price of $0.20 per share.

The conversion price will be adjusted in the event company changes its capital structure through a corporate reorganization, merger, or other transaction that, without such adjustment, would adversely affect the conversion rights of investor. Any adjustment to the conversion price will be calculated at the time of the transaction giving rise to the adjustment. The conversion price will also be adjusted in the event company undertakes a dilutive issuance of its shares.

The number of shares issuable upon conversion is limited to 4.99% of the outstanding shares at the time of conversion, unless waived by company upon 61 days prior written notice. The issuance of the Note was made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act.