Rapid Therapeutic Science Laboratories, Inc. announced that it has entered into a securities purchase agreement with Armistice Capital Master Fund Ltd., a fund managed by Armistice Capital LLC for private placement of original issue discount convertible debenture in the original principal amount of $1,941,176 and a warrant to purchase up to 4,852,940 shares of common stock for gross proceeds of $1,650,000 on August 1, 2021. The amount owed under the debenture is due upon the earlier of May 1, 2022, and the date of a qualified offering, unless earlier converted into common stock of the company. The debenture will be issued at a discount of 15%, may not be prepaid without the prior written consent of the holder. The debenture does not accrue interest, except upon the occurrence of an event of default, at which time the amount owed accrues interest at the rate of 18% per annum, until paid in full. The debenture may be converted at a conversion price of $0.40 per share. The securities are subject to transfer restrictions. The warrants have an exercise price of $0.40 per share and may be exercised at any time from the grant date of the Warrants until August 3, 2026. The agreement provides the investor a right of first refusal, for 12 months following the closing of the transaction, to purchase up to 40% of the common stock, stock equivalents, cash and/or indebtedness, the company may sell or propose to sell in a subsequent offering. The securities have been issued pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act.