Wetouch Technology Inc. announced that it has entered into a securities purchase agreement for a private placement of promissory notes for gross proceeds of $225,000 on October 27, 2021. The transaction included participation from Talos Victory Fund, LLC. The notes of principal value, $250,000 are issued for $225,000 after an original issue discount of 10%. The notes bear interest at the rate of 8% per annum and are payable on the one-year anniversary of the issuance of the note. The notes are unsecured and non-redeemable. The company has paid investors? legal fees of $10,000. If the company fails to repay the note by the maturity date, the default interest rate will be 16%. The investor has the right to convert any or all the principal and accrued interest on the note into shares of common stock of the company on the earlier of 180 calendar days after October 27, 2021 or the closing of a listing for trading of the common stock of the company on a national securities exchange offering resulting in gross proceeds to the company of $15,000,000 or more. If the company closes an uplist offering on or before the 180th calendar date after October 27, 2021, the conversion price shall be 70% of the per share offering price in the uplist offering; otherwise, the conversion price is $0.75 per share. Subject to customary exceptions, if the company issues shares or any securities convertible into shares of common stock at an effective price per share lower than the conversion price of the note, the conversion rate of the note shall be reduced to such lower price. The investor has the right to require the company to repay the note if the company receives cash proceeds, including proceeds from customers and the issuance of equity. If the company wants to prepay the note prior to the maturity date, the company shall pay a 10% prepayment penalty. The company also issued a three-year warrant to purchase an aggregate of 200,000 shares at an exercise price of $1.25 per share. However, if the company closes an uplist offering on or before the 180th calendar date after October 27, 2021, then the exercise price shall be 125% of the offering price of a share in the uplist offering. If the adjusted exercise price as a result of the uplist offering is less than $1.25 per share, then the number of shares that the warrant is issuable shall be increased such that the exercise price, after taking into account the decrease in the exercise price, shall be equal to the exercise price prior to such adjustment. The investor has the right to exercise the warrant on a cashless basis if the highest traded price of a share of common stock of the company during the 150 trading days prior to exercise of the warrant exceeds $1.75, unless there is an effective registration statement of the company which covers the resale of the investor. If the company issues shares or any securities convertible into shares at an effective price per share lower than the exercise price of the warrant, the exercise price of the warrant shall be reduced to such lower price, subject to customary exceptions. The investor may not convert the note or exercise the warrant if such conversion or exercise will result in the lender, together with any affiliates, beneficially owning in excess of 4.9% of the company?s outstanding common stock immediately after giving effect to such exercise unless the investor notifies the company at least 61 days prior to such exercise. The company issued securities exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the ?1933 Act?) and Rule 506(b) promulgated by the United States Securities and Exchange Commission under the 1933 Act