PACV Pacific Ventures Group Inc (CE)

Item 1.01 Entry into a Material Definitive Agreement

On December 15, 2021, Pacific Ventures Group, Inc. (the “Corporation”) entered into a Securities Purchase Agreement (the “Agreement”) with an accredited investor (the “Investor”). Pursuant to the terms of the Agreement, the Investor purchased a $330,000 face amount promissory note (“Note”) and warrant to purchase 2, 200,000 shares of Corporation common stock (“Warrant”) from the Company for a purchase price of $300,000. The Note bears a 12 month term and any remaining unpaid balance at the end of the term is subject to interest at the rate of 18% per year. The Note is convertible at a price of $.04 per share except that if the Corporation’s common stock is listed on Nasdaq(“Uplist”) within 180 days of the date of the Note, then the conversion price is equal to 75% of the per share offering price of a share of common stock in any secondary offering in conjunction with the Uplist (or 70% if a unit offering). The Agreement and Note carry customary market events of default and covenants. The Warrant has a five year term and an exercise price of $0.15 per share except if there is an Uplist, then the exercise price shall be 125% of the per share or per unit offer price in any offering in conjunction with the Uplist. The Warrant carries exercise price protection on the Warrant exercise price for any offerings at a price less than the Warrant exercise price then in effect and standard pro rata antidilution for stock splits and the like.

The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement attached as an exhibit hereto.