Forza Innovations Inc. announced a private placement of a convertible promissory note for gross proceeds of $152,000 on January 13, 2022. The company has entered into securities purchase agreement with One44 Capital LLC for an agregate principal amount of $160,00. The note contain original issue discount amount of $8,000.

The maturity date of the note is January 13, 2023. The note shall bear interest at a rate of 10% per annum, which interest may be paid by the company to One44 Capital LLC in shares of common stock, but shall not be payable until the note becomes payable, whether at the maturity date or upon acceleration or by prepayment, as described in the note. The conversion price for the note shall be equal to the conversion price which mean 60% multiplied by the lowest trading price of the company's common stock as reported on the OTC Markets.

One44 Capital LLC shall be restricted from effecting a conversion if such conversion, along with other shares of the company's common stock beneficially owned by One44 Capital LLC and its affiliates, exceeds 4.99% of the outstanding shares of the its common stock. The note may be prepaid. The company will pay legal counsel a fee of $8,000.

The note is exchangeable for an equal aggregate principal amount of notes of different authorized denominations.