Baosheng Media Group Holdings Limited announced that it has entered into a securities purchase agreement with an investor to issue senior convertible promissory notes, in an original principal amount of not more than $42,000,000 on November 17, 2023. The notes are convertible into the company?s ordinary shares, par value $0.0096 per share. The company expects to issue the notes to the Investor pursuant to the Purchase Agreement in December 2023.

Once issued, all outstanding principal and accrued interest on the note will become due and payable 12 months following the effective date of the notes. The company may prepay all or a portion of the notes at any time by paying 110% of the outstanding principal balance elected for pre-payment. Upon the occurrence of a Trigger Event, the Investor shall have the right to accelerate the notes by written notice and increase the interest rate of the notes from 3% per annum to the lesser of 10% per annum or the maximum rate permitted under applicable law.

The issuance of the notes was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.