CRTG Coretec Group Inc (QB)

Exhibit 10.1

WARRANT PURCHASE AGREEMENT

This WARRANT PURCHASE AGREEMENT (this “Agreement”), dated as of June 18, 2024, is made and entered into between The Coretec Group Inc., State of Oklahoma corporation (the “Company”), and Armistice Capital Master Fund Ltd. (“Seller”).

RECITALS

WHEREAS, Seller is the owner of the common stock purchase warrants of the Company, issued to the Seller by the Company on March 5, 2021 (the “Repurchase Warrants”);

WHEREAS, Seller desires to sell to the Company, and the Company desires to purchase from Seller, the Repurchased Warrants beneficially owned by Seller upon the terms and conditions set forth in this Agreement; and

WHEREAS, the Company intends to cancel the Repurchased Warrants upon their transfer to the Company pursuant to this Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereby agree as follows:

ARTICLE I
SALE AND PURCHASE

Section 1.1            Purchase of Warrants; Purchase Price.

(a)            On and subject to the terms and conditions of this Agreement, the Company agrees to purchase from Seller, all of the Repurchased Warrants, being the number of Warrants set forth opposite the name of the Seller in Schedule I hereto, at the aggregate purchase price set forth on Schedule I hereto for such Repurchased Warrants (the “Purchase Price”) (such transactions, collectively, the “Repurchase Transaction”).

(b)          Upon the execution of this Agreement, the Company agrees to pay the Seller an initial payment of Two hundred fifty thousand dollars ($250,000) (“Initial Payment”). The Initial Payment shall be paid within one (1) business days of the date hereof (“Initial Payment Deadline”). For avoidance of doubt, if the Initial Payment is not delivered to the Seller by the Initial Payoff Deadline, this Agreement shall be null and void and of no effect and each Warrant shall remain outstanding in accordance with its terms.

(c) Upon the closing of the transactions set forth pursuant to that certain Share Exchange Agreement dated March 1, 2024 (the “Share Exchange Agreement”) entered into by the Company with Core Optics, LLC, a Virginia limited liability company, Core Optics Co., Ltd., a Republic of Korea corporation, and Core SS LLC, a Virginia limited liability company (“Share Exchange Closing Date”), the Company agrees to pay the Seller a bonus payment of Two hundred fifty thousand dollars ($250,000) (“Bonus Payment”). The Bonus Payment shall be paid within one (1) Business Day of the closing of the Share Exchange Closing Date (“Bonus Payoff Deadline”). Notwithstanding anything herein to the contrary, in the event that the Seller does receive the Bonus Payment by the Bonus Payoff Deadline, the Company knowingly, voluntarily and intentionally confesses judgment in favor of the Seller against the Company in any proceeding or action to recover the Bonus Payment brought by the Seller in any court with jurisdiction over the Agreement.  In so doing, the Company expressly (i) waives issuance and service of process, (ii) agrees that its failure to satisfy its indebtedness to the Seller by the Bonus Payoff Deadline constitutes a breach of this Agreement, and (iii) agrees not to contest the entry of a judgement in any such proceeding or action brought by the Seller for (a) the Bonus Cash Payment, (b) interest accruing at the highest rate allowable under the law from the date immediately following the Bonus Payoff Deadline through the date on which the Company fully satisfies such judgment, and (iii) the Seller’s attorney fees and costs incurred in connection with any action or proceeding to enforce this Agreement. For avoidance of doubt, if the Bonus Payment is not delivered to the Seller by the Bonus Payoff Deadline, this Agreement shall be null and void and of no effect and each Warrant shall remain outstanding in accordance with its terms.

Section 1.2            Closing Date. The closing of the Repurchase Transaction shall occur substantially concurrently with the execution of this Agreement. At the closing:

(a)            The Company shall pay to Seller the Purchase Price in immediately available funds by wire transfer to the account specified in the instructions provided by the Seller to the Company on the date hereof; and

(b)          Seller shall surrender the Repurchased Warrants to the Company, together with all documentation reasonably necessary to transfer to the Company all right, title and interest in and to the Repurchased Warrants, immediately upon receipt of the Purchase Price.

Section 1.3            Bonus Payment. Substantially concurrently with the closing of the Share Exchange Agreement but in no event later than the Bonus Payoff Deadline:

(a)            The Company shall pay to Seller the Bonus Payment in immediately available funds by wire transfer to the account specified in the instructions provided by the Seller to the Company on the date hereof.

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SELLER

To induce the Company to enter into and perform its obligations under this Agreement, Seller hereby represents and warrants to the Company as of the date hereof as follows:

Section 2.1            Existence. Seller has been duly organized and is validly existing and in good standing under the laws of its jurisdiction of formation.

Section 2.2            Authority and Capacity; No Conflicts. Seller has all requisite power, authority and capacity to enter into and perform its obligations under this Agreement and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation of the Repurchase Transaction has been duly and validly taken, and the consummation of the Repurchase Transaction will not violate any law applicable to Seller or result in a breach of or default under Seller’s organizational documents or any agreement to which Seller is a party or by which Seller is bound.

Section 2.3            Binding Agreement. This Agreement has been duly authorized and validly executed and delivered by or on behalf of Seller and constitutes a valid and binding agreement of the Seller, enforceable in accordance with and subject to its terms, except to the extent enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors’ rights or by general equitable principles.

Section 2.4            Title. Seller has good and valid title to the Repurchased Warrants, free and clear of all liens, encumbrances, equities or claims, and upon transfer of the Repurchased Warrants pursuant hereto, good and valid title to the Repurchased Warrants, free and clear of all liens, encumbrances, equities or claims, will pass to the Company. The Seller has not sold, distributed, pledged or otherwise transferred all or any portion, or any interest in, the Repurchased Warrants, nor agreed to do so.

Section 2.5            Non-Reliance. Seller (a) is not relying on the Company for any legal, tax, investment, accounting or regulatory advice, (b) has consulted with its own advisors concerning such matters and (c) has conducted to its satisfaction an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and operations of the Company, (d) in determining to proceed with the Repurchase Transaction, has relied solely on the results of such independent investigation and verification and on the representations and warranties of the Company in Article III, and (e) acknowledges that the Company is entering into this Agreement with it in reliance on the acknowledgments, agreements, representations and warranties set forth in this Article II. The Seller acknowledges that the Company may enter into agreements with other holders of warrants of the Company for the repurchase of such warrants on or about the date of this Agreement for consideration in shares or cash that may be deemed more or less favorable than the terms hereunder.

Section 2.6            No Approvals or Consents. No consent, approval or authorization of or exemption by, or declaration, filing or registration with or notice to, any third party or any legislative, executive, judicial, or administrative body, including any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality, of the government of the United States or of any foreign country, any state or any political subdivision of any such government (whether state, provincial, county, city, municipal or otherwise) is required in connection with the execution and delivery by Seller of this Agreement or the consummation of the Repurchase Transaction.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

To induce Seller to enter into and perform its obligations under this Agreement, the Company hereby represents and warrants to Seller as of the date hereof as follows:

Section 3.1            Existence. The Company is an entity duly organized, validly existing and in good standing under the laws of the Oklahoma.

Section 3.2            Authority and Capacity; No Conflicts. The Company has all requisite power, authority and capacity to enter into and perform its obligations under this Agreement and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation of the Repurchase Transaction has been duly and validly taken, and the consummation of the Repurchase Transaction will not violate any law applicable to the Company or result in a breach of or default under the Company’s organizational documents or any agreement to which the Company is a party or by which the Company is bound.

Section 3.3            Binding Agreement. This Agreement has been duly authorized and validly executed and delivered by or on behalf of Seller and constitutes a valid and binding agreement of the Seller, enforceable in accordance with and subject to its terms, except to the extent enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors’ rights or by general equitable principles.

Section 3.4            No Approvals or Consents. No consent, approval or authorization of or exemption by, or declaration, filing or registration with or notice to, any third party or any legislative, executive, judicial, or administrative body, including any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality, of the government of the United States or of any foreign country, any state or any political subdivision of any such government (whether state, provincial, county, city, municipal or otherwise) is required in connection with the execution and delivery by the Company of this Agreement or the consummation of the Repurchase Transaction.

Section 3.5          If this offer is accepted and the transaction documents are executed, then on or before 9:30 a.m., Eastern Time, on the Trading Day immediately following the date hereof, the Company shall issue a press release and/or file a Current Report on Form 8-K with the Commission disclosing all material terms of the transactions contemplated hereunder. From and after the issuance of such press release or the filing of such Current Report on Form 8-K, as applicable, the Company represents to you that it shall have publicly disclosed all material, non-public information delivered to you by the Company, or any of its respective officers, directors, employees or agents in connection with the transactions contemplated hereunder. In addition, effective upon the issuance of such press release and/or Current Report on Form 8-K, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and you and your Affiliates on the other hand, shall terminate.

ARTICLE IV
MISCELLANEOUS

Section 4.1            Disclosure of Repurchase Transaction. The Company shall, on or before 9:30 am New York time, on the first business day after the date of this Agreement (or on the date of this Agreement, if such Agreement is signed prior to 9:30 am New York time), furnish or file a Report on Form 8-K or a press release describing all the material terms of the Repurchase Transaction (the “Announcement”). From and after the Announcement, the Company shall have disclosed all material, non-public information (if any) provided to Seller by the Company or any of its officers, directors, employees or agents in connection with the Repurchase Transaction. In addition, effective upon the Announcement the Company acknowledges and agrees that any and all confidentiality or similar obligations with respect to the Repurchase Transaction under any agreement, whether written or oral, between itself or any of its officers, directors, affiliates, employees or agents, on the one hand, and any of Seller or any of its affiliates, on the other hand, shall terminate.

Section 4.2            Further Assurances. Each of the parties hereto shall do and perform and execute and deliver, or cause to be done and performed or executed and delivered, and without further consideration, all further acts and all other agreements, certificates, book entries, instruments, instructions and documents as may be necessary or as any other party hereto may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the Repurchase Transaction.

Section 4.3            Notices.

(a)            All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given (i) on the date of delivery, if delivered personally or by e-mail prior to 5:00 p.m., in the place of delivery and such day is a Business Day; otherwise, the next Business Day, (ii) on the first Business Day following the date of dispatch if delivered express mail by a recognized overnight courier service or (iii) on the third Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid, to the parties to this Agreement at the following address or to such other address either party to this Agreement shall specify by notice given in accordance with the notice requirements currently in existence between the Company and the Seller.

(b)            For the purposes of this Section 4.3, “Business Day” shall mean any day other than Saturday, Sunday or other day on which commercial banks in New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of such commercial banks are generally open for use by customers on such day.

Section 4.4            Amendments and Waivers. Any provision of this Agreement may be amended if, but only if, such amendment is in writing and is duly executed and delivered by the Company and Seller. Any provision of this Agreement may be waived by the party entitled to the benefit thereof, but only by a writing signed by such party. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Section 4.5            Fees and Expenses. Each party hereto shall pay all of its own fees and expenses (including attorneys’ fees) incurred in connection with this Agreement and the Repurchase Transaction.

Section 4.6            Successors and Assigns; No Third Party Beneficiaries. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and to no other person, provided that neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto. Each party to this Agreement acknowledges and agrees that this Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

Section 4.7            Independent Nature of Seller’s Obligations and Rights. The Company acknowledges and agrees that the obligations of Seller under this Agreement are several and not joint with the obligations of any Other Holder (if any) under any other agreement related to the repurchase of similar warrants (such agreements, if any, the “Other Warrant Agreements”), and Seller shall not be responsible in any way for the performance of the obligations of any Other Holder under any such Other Warrant Agreement. Nothing contained in this Agreement, and no action taken by Seller pursuant hereto, shall be deemed to constitute Seller and any Other Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that Seller and any Other Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement or any Other Warrant Agreements, if any, and the Company acknowledges that Seller and the Other Holders are not acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement or any Other Warrant Agreement.

Section 4.8            Governing Law; Waiver of Jury Trial. This Agreement shall be construed, interpreted and enforced in accordance with, and shall be governed by, the laws of the State of New York without reference to, and regardless of, any applicable choice or conflicts of laws principles to the extent that such principles would direct a matter to another jurisdiction. Each party to this Agreement agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement exclusively in the courts of the State of New York and the Federal courts of the United States of America located in the Southern District of New York (the “Chosen Courts”), and solely in connection with claims arising under this Agreement (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party to this Agreement and (iv) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 4.3. Each party to this Agreement irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement.

Section 4.9            Entire Agreement. This Agreement (including any schedules hereto) constitutes the entire understanding and agreement of the parties relating to the subject matter hereof and supersedes any and all prior understandings, agreements, negotiations and discussions, both written and oral, between the parties hereto and/or their affiliates with respect to the subject matter hereof.

Section 4.10          Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be in any way impaired thereby, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law. To the extent that any such provision is so held to be invalid, illegal or unenforceable, the parties shall in good faith use commercially reasonable efforts to find and effect an alternative means to achieve the same or substantially the same result as that contemplated by such provision.

Section 4.11          Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same the same instrument. Counterparts may be signed by any electronic signature and be delivered via electronic mail (including pdf) or other electronic transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Signature Page Follows]

IN WITNESS WHEREOF, this Agreement has been signed by the parties hereto as of the date first above written.

COMPANY:

SELLER:

SCHEDULE I

Schedule of Purchases and Payments

Exhibit 10.2

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THIS INSTRUMENT AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT.

THE CORETEC GROUP, INC.

CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED, The Coretec Group, Inc., an Oklahoma corporation (the “Company”), hereby promises to pay to the order of Victor Keen (the “Holder”), the principal sum of $250,000, together with interest thereon from the date of this Convertible Promissory Note (the “Note”). Interest on this Note will accrue at a rate of 8% paid monthly. Unless earlier converted into Warrants pursuant to Section 3 of this Note, the principal and accrued interest of this Note will be due and payable by the Company on the Maturity Date at the Company’s election or upon demand by the Holder.

NOW THEREFORE THIS AGREEMENT WITNESSES that for and in consideration of the mutual premises and the mutual covenants and agreements contained herein, the parties covenant and agree each with the other as follows:

1.            Principal and Interest.

1.1 The Company, for value received, hereby promises to pay to the order of the Holder the sum of $250,000, which amount represents the amount owed to Holder for moneys funded to the Company on or before June 6, 2024.

1.2 This Note shall bear eight percent (8%) interest per annum. The Note is for a period of eighteen (18) months and cannot be converted until the earlier of the maturity date or a date pursuant to the terms of Section 3 below.

1.3 Upon payment in full of the principal or the conversion of this Note per terms set forth in Section 3, this Note shall be surrendered to the Company for cancellation.

2.            Maturity Date. The principal and accrued interest on this Note shall be due and payable 18 months from the date of issuance, or December 31, 2025 (the “Maturity Date”), unless the Note is converted as provided in Section 3 below.

3.           Mandatory Conversion. In the event the Company consummates the transactions described in that certain share exchange agreement dated March 1, 2024, entered into by and among the Company, Core Optics, LLC, a Virginia limited liability company, Core Optics Co., Ltd., a Republic of Korea corporation, and Core SS LLC, a Virginia limited liability company, prior to the Maturity Date of this Note, then concurrently with the consummation of such transactions and without any further action required by the Company or the Holder, this Note (and all accrued interest) shall automatically convert into warrants of the Company (the “Warrants”) to purchase approximately 78,125,000 shares of common stock an exercise price equal to $0.007 (determined using the approximate average closing price of the Company’s common stock for the ten prior trading days). The Warrants shall be exercisable for a period of five (5) years from the date of issuance. The Warrants will be issued in the form attached hereto as Annexure A.

4.            Representations, Warranties and Covenants of the Company. The Company represents, warrants and covenants with the Holder as follows:

(a) Authorization; Enforceability. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Note and the performance of all obligations of the Company hereunder has been taken, and this Note constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

(b) Governmental Consents. No consent, approval, qualification, order or authorization of, or filing with, any local, state or federal governmental authority is required on the part of the Company in connection with the Company's valid execution, delivery or performance of this Note except any notices required to be filed with the Securities and Exchange Commission under Regulation D of the Securities Act of 1933, as amended (the “1933 Act”), or such filings as may be required under applicable state securities laws, which, if applicable, will be timely filed within the applicable periods therefor.

(c) No Violation. The execution, delivery and performance by the Company of this Note and the consummation of the transactions contemplated hereby will not result in a violation of its Certificate of Incorporation or Bylaws, in any material respect of any provision of any mortgage, agreement, instrument or contract to which it is a party or by which it is bound or, to the best of its knowledge, of any federal or state judgment, order, writ, decree, statute, rule or regulation applicable to the Company or be in material conflict with or constitute, with or without the passage of time or giving of notice, either a material default under any such provision or an event that results in the creation of any material lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to the Company, its business or operations , or any of its assets or properties.

5.            Representations and Covenants of the Holder. The Company has entered into this Note in reliance upon the following representations and covenants of the Holder:

(a) Investment Purpose. This Note and the Warrants issuable upon conversion of the Note are acquired for investment and not with a view to the sale or distribution of any part thereof, and the Holder has no present intention of selling or engaging in any public distribution of the same except pursuant to a registration statement or an exemption.

(b) Private Issue. The Holder understands (i) that this Note and the Warrants issuable upon conversion of this Note are not registered under the 1933 Act or qualified under applicable state securities laws, and (ii) that the Company is relying on an exemption from registration predicated on the representations set forth in this Section 5. 

(c) Financial Risk. The Holder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment and has the ability to bear the economic risks of its investment.

(d) Risk of No Registration. The Holder understands that if the Company does not register with the Securities and Exchange Commission pursuant to Section 12 of the Securities Exchange Act of 1934 (the “1934 Act”), or file reports pursuant to Section 15(d) of the 1934 Act, or if a registration statement covering the securities under the 1933 Act is not in effect when it desires to sell the Warrants issuable upon conversion of the Note, or the underlying securities thereunder, it may be required to hold such securities for an indefinite period. The Holder also understands that any sale of the Note or the Warrants which might be made by it in reliance upon Rule 144 under the 1933 Act may be made only in accordance with the terms and conditions of that Rule.

6.            Assignment. Subject to the restrictions on transfer described in Section 8 below, the rights and obligations of the Company and the Holder shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.

7.           Waiver and Amendment. Any provision of this Note may be amended, waived, or modified only upon the written consent of the Company and the Holder.

8.          Transfer of This Note or Securities Issuable on Conversion Hereof. With respect to any offer, sale or other disposition of this Note or securities into which this Note may be converted, the Holder will give written notice to the Company prior thereto, briefly describing the manner thereof. Unless the Company reasonably determines that such transfer would violate applicable securities laws, or that such transfer would adversely affect the Company’s ability to account for future transactions to which it is a party as a pooling of interests and notifies the Holder thereof within five (5) business days after receiving notice of the transfer, the Holder may effect such transfer. The Note thus transferred and each certificate representing the securities thus transferred shall bear a legend as to the applicable restrictions on transferability to ensure compliance with the 1933 Act, unless in the opinion of counsel for the Company such legend is not required to ensure compliance with the 1933 Act. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions.

9.          Notices. Any notice, other communication or payment required or permitted hereunder shall be in writing and shall be deemed to have been given upon delivery if personally delivered or three (3) business days after deposit if deposited in the United States mail for mailing by certified mail, postage prepaid addressed to the party to be notified at such party’s address as set forth on the signature page. Each of the above addressees may change its address for purposes of this Section by giving to the other addressee notice of such new address in conformance with this Section.

10.          Governing Law. This Note is being delivered in and shall be construed in accordance with the laws of the State of New York, without regard to the conflicts of law provisions thereof.

11.          Heading; References. All headings used herein are used for convenience only and shall not be used to construe or interpret this Note. Except as otherwise indicated, all references herein to Sections refer to Sections hereof.

12.          Waiver by the Company. The Company hereby waives demand, notice, presentment, protest and notice of dishonor.

13.          Delays. No delay by the Holder in exercising any power or right hereunder shall operate as a waiver of any power or right.

14.          Severability. If one or more provisions of this Note are held to be unenforceable under applicable law, such provision shall be excluded from this Note and the balance of the Note shall be interpreted as if such provision was so excluded and shall be enforceable in accordance with its terms.

15.          No Impairment. The Company will not, by any voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Note and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder of this Note against impairment.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Company has caused this Note to be executed in its corporate name and this Note to be dated, issued, and delivered, all on the date first above written.

Annexure A

Form of Warrant

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OFTHE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

COMMON STOCK PURCHASE WARRANT

THE CORETEC GROUP INC.

Initial Exercise Date: ______________

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Victor Keen or his assigns (the “Holder”) are entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the fifth (5^th) anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from The Coretec Group Inc., a corporation organized under the laws of Oklahoma (the “Company”), up to 78,125,000 shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Section 1.          Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Convertible Promissory Note (the “Note”), dated as of June 6, 2024, issued by the Company to the Holder hereto.

Section 2.          Exercise.

X = Y(A-B)

            A

Where,

X         =         The number of shares of Common Stock to be issued to Holder;

Y         =         The number of shares of Common Stock for which the Warrant is being exercised;

A         =         The fair market value of one shares of Common Stock; and

B         =         The Exercise Price.

For purposes of this Section 2(c)(vii), the “fair market value” of a share of Common Stock is defined as follows: for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a national securities exchange, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the national securities exchange on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day)), (b) if the Common Stock is traded on OTCQB or OTCQX, the volume weighted average sales price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if price for the Common Stock is then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of Common Stock as determined by an independent appraiser selected in good faith by the Holder and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

Section 3.          Certain Adjustments.

Section 4. Transfer of Warrant.

Section 5.         Miscellaneous.

(SIGNATURE PAGE FOLLOWS)

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

NOTICE OF EXERCISE

TO:         [                                                                    

[SIGNATURE OF HOLDER]

Name of Investing Entity:

ASSIGNMENT FORM

(To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to Name:

(Please Print)

Address:

(Please Print)

Phone Number:

Email Address:

Dated:                                               ,              

Holder’s Signature:                                               

Holder’s Address:                                                

Exhibit 99.1

The Coretec Group Resolves Closing Conditions to the Definitive Share Exchange Agreement with Core Optics

ANN ARBOR, MI / GLOBE NEWSWIRE / June 18, 2024 – The Coretec Group (OTCQB: CRTG), developers of silicon anode active materials for lithium-ion batteries and cyclohexasilane (CHS) for electric vehicles (EVs), cleantech, and emerging tech applications, today announced that the Company has resolved key closing conditions for the transaction with Core Optics, LLC, and that the transaction continues to progress.

On June 17, 2024, The Coretec Group entered into an agreement with Armistice Capital, LLC to repurchase all outstanding warrants held by Armistice at closing of the share exchange. The warrant agreement between Armistice and the Coretec Group which was entered into on March 2, 2021 contained certain conditions that would be triggered upon a fundamental transaction such as the pending share exchange agreement. The warrant repurchase agreement now satisfies these conditions.

The Coretec Group also settled another key closing condition regarding the Company’s outstanding Series A Preferred Stock that were issued over ten years ago. An agreement has been made with the majority holders of the preferred stock so that all outstanding Series A Preferred Stock will now be converted to shares at closing of the share exchange. As a result, the Series A Preferred Stock will be eliminated entirely, simultaneous to the closing of the share exchange agreement.

Core Optics, LLC continues to complete audit requirements and is working with TAAD LLP, a PCAOB registered firm to conduct the 2023 fiscal year audit as well as quarterly financial review. Since the signing of the share exchange agreement, Core Optics’ revenue continues to rapidly increase, as does its backlog of orders from the automotive market, exemplifying the Company’s market opportunity with Endurion. Korea is one of the leading countries in battery manufacturing and technology, and the Core Optics management team has close ties with battery manufacturers and will leverage those relationships to accelerate Endurion’s commercialization.

“Everyone involved in this transaction has been working diligently to close the deal, which we believe represents the best interests of both companies as well as their investors,” said Matthew Kappers, Chief Executive Officer of The Coretec Group. “Resolving these closing conditions is a major step in the process toward closing, and greatly improves our cap table. This sets the foundation for the combined company to excel forward.”

About The Coretec Group

The Coretec Group, Inc. is an Ann Arbor, Michigan-based developer of engineered silicon and is using its expertise to develop silicon anodes for lithium-ion batteries that will charge faster and last longer. This program is called Endurion. Silicon has the theoretical ability to hold up to 10x the amount of lithium-ions as compared to traditional graphite. Through its proprietary micron and nanoparticle approach, Endurion is loading silicon into the battery anode. A modest increase in silicon will be a game changer that will revolutionize the EV market as well as other energy storage applications.

Additionally, the Company is using its engineered silicon to develop a portfolio of other energy-focused products, including solid-state lighting (LEDs), semiconductors, and printable electronics. Coretec continues to develop CSpace, its 3D volumetric display technology with a wide array of applications including medical imaging, automotive, and others.

For more information, please visit thecoretecgroup.com.

About Core Optics

Core Optics LLC, a Virginia limited liability company, runs its operations through its Korean subsidiary, Core Optics Co., Ltd. Core Optics Co., Ltd. was established in 2023 after acquiring a compact camera module testing equipment product line. It is renowned for its involvement in a high-value enterprise centered around the production and distribution of inspection equipment tailored for compact camera modules (CCM) used in smartphones and automobiles.

For more information, please visit https://www.coreoptics.us/.

Follow The Coretec Group on

X – @CoretecGroupInc

LinkedIn – www.linkedin.com/company/24789881

YouTube – www.youtube.com/channel/UC1IA9C6PoPd1G4M7B9QiZPQ/featured

Forward-Looking Statements

The statements in this press release that relate to The Coretec Group’s expectations with regard to the future impact on the Company’s results from operations are forward-looking statements and may involve risks and uncertainties, some of which are beyond our control. Such risks and uncertainties are described in greater detail in our filings with the U.S. Securities and Exchange Commission. Since the information in this press release may contain statements that involve risk and uncertainties and are subject to change at any time, the Company’s actual results may differ materially from expected results. We make no commitment to disclose any subsequent revisions to forward-looking statements. This release does not constitute an offer to sell or a solicitation of offers to buy any securities of any entity.

Corporate Contact:

The Coretec Group, Inc.
Lindsay McCarthy
info@thecoretecgroup.com
+1 (866) 916-0833

Media Contact:

Spencer Herrmann
FischTank PR
coretec@fischtankpr.com
+1 (518) 669-6818

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