Black Bird Biotech, Inc. announced a private placement and entered into an Equity Purchase Agreement with returning investors Mast Hill Fund, L.P., a fund managed by Mast Hill Management, LLC for issuing common stock for gross proceeds of up to $5,000,000 on December 13, 2022. The transaction is subjected to certain limitations . The company also issued a five-year warrant to purchase 170,000,000 shares of Common Stock (the with standard anti-dilution provisions and cashless exercise.

Under the terms and subject to the conditions of the Equity Agreement, the Investor is obligated to purchase up to $5,000,000 in shares of Common Stock from time to time over the 24-month period commencing on the date of the Equity Agreement. The price per share of Common Stock shall be ninety percent (90%) of the average of the two lowest volume weighted average prices of the common stock for seven trading days following the clearing date associated with the put notice delivered by the Company to the Investor. The minimum amount of each put shall be $20,000 and the maximum shall be the lower of 150% of the average daily trading volume and $500,000.

The Company's sales of shares of Common Stock to the Investor under the Equity Agreement are limited to no more than the number of shares that would result in the beneficial ownership by the Investor and its affiliates, at any single point in time, of more than 4.99% of the then-outstanding shares of the Common Stock. The Company agreed with the Investor that it will not enter into any other credit equity line agreements without the prior consent of the Investor. The company stock is issued at a par value of $0.001 per share.

The warrants exercise Price is $0.0015.The issuance and sale of the Warrant by the Company to the Investor under the Equity Agreement was made without registration under the Securities Act of 1933, as amended (the “Act”), or the securities laws of the applicable state, in reliance on the exemptions provided by Section 4(a)(2) of the Act and Regulation D promulgated thereunder.