Elevai Labs Inc

On August 1, 2024, Hatem Abou-Sayed MD informed us of his decision to resign as a member of our Board of Directors and as Chief Medical Officer effective as of August 1, 2024. His resignation is not the result of any disagreement with us on any matter relating to its operation, policies (including accounting of financial policies) or practices.

On August 1, 2024, we issued 612,500 shares of our common stock to a consultant for services related to the Company’s wholly owned subsidiary Elevai Biosciences, Inc., pursuant to the agreed upon compensation terms in the consulting agreement with Biosciences. The issuance of the shares was exempt from registration under Rule 701 of the Securities Act of 1933, as amended.

On July 31, 2024, we entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain investors (the “Purchasers”) pursuant to which we sold, in a private placement, notes with an aggregate principal amount of $1,150,000 (the “Notes”), with an original issue discount of $150,000. As consideration for entering into the Securities Purchase Agreement, we issued a total of 1,299,999 shares of common stock of the Company (the “Shares”) to the Purchasers on August 2, 2024 (the “Closing Date”). We issued the Notes dated as of July 31, 2024 to the Purchasers on the Closing Date. The Notes will mature 90 days from July 31, 2024 and do not bear interest unless an event of default occurs, which interest rate will be 14% during the period the event of default is occurring. In addition, if an event of default occurs, the Purchasers have the option to require the Company to redeem all or any portion of the Notes.