One World Products Inc

The following issuances of equity securities by the Company during the three-month period ended March 31, 2024 were exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Regulation D thereunder:

Common Stock Issued in Escrow Pursuant to Default Provisions of Debt Financing

On March 4, 2024, the Company issued 10,394,610 shares of common stock, restricted in accordance with Rule 144, in escrow pursuant to default provisions on deft financing received from the Sanguine Group. The shares are being cancelled pursuant to the subsequent debt repayment on April 22, 2024.

Common Stock Issued as a Commitment Fee

On March 19, 2024, the Company paid a commitment fee to Joerg Sommer, the Company’s President, in the form of 250,000 shares of common stock, restricted in accordance with Rule 144, in connection with the issuance of the Second Sommer Note.

On March 4, 2024, the Company paid a commitment fee to The Sanguine Group, LLC in the form of 2,500,000 shares of common stock, restricted in accordance with Rule 144, in connection with the issuance of the First Sanguine Note.

On March 15, 2024, the Company, through its wholly-owned subsidiary, OWP Ventures, Inc., agreed to issue shares of common stock, restricted in accordance with Rule 144, to officers and directors in consideration for extending the maturity dates and terms of previously received debt financing, as listed below. The aggregate fair value of the common stock was $724,086, based on the closing price of the Company’s common stock on the date of grant, which was recognized as a loss on early extinguishment of debt. The previously issued promissory notes were cancelled in exchange for promissory notes with a maturity date of March 1, 2027, bearing interest at 10% per annum, with the exception of the promissory note issued to Dr. John McCabe, which carries an interest rate of 7% per annum.

On June 15, 2023, the Company issued 1,500,000 shares of common stock, restricted in accordance with Rule 144, to the Company’s President, Joerg Sommer, for services provided.

On March 15, 2024, the Company issued shares of common stock, restricted in accordance with Rule 144, to officers and directors for services provided, as listed below.

Common Stock Issued for Services

On March 15, 2024, the Company issued an aggregate 500,000 shares of common stock, restricted in accordance with Rule 144, to two consultants for services provided.

On February 9, 2024, the Company issued 149,621 shares of common stock, restricted in accordance with Rule 144, to ClearThink Capital Partners, LLC, for services provided.

In connection with the above security issuances, we did not pay any underwriting discounts or commissions. None of the sales of securities described or referred to above was registered under the Securities Act. In making the sales without registration under the Securities Act, we relied upon one or more of the exemptions from registration contained in Section 4(2) of the Securities Act, and in Regulation D promulgated under the Securities Act. No general solicitation or advertising was used in connection with the sales.

All of these transactions described above were exempt from registration in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving a public offering. We did not pay any underwriting discounts or commissions in any of these transactions. The recipients of securities in each of these transactions represented their intention to acquire these securities for investment only and not with a view to offer or sell, in connection with any distribution of the securities, and appropriate legends were affixed to the share certificates and instruments issued in such transactions.