Item 3.02 Unregistered Sales of Equity Securities.

On August 18, 2021, Adhera Therapeutics, Inc. (the “Company”) entered into a Securities Purchase Agreement (“Purchase Agreement”) with an institutional investor (“Buyer”), pursuant to which the Company issued to Buyer its Original Issue Discount Secured Convertible Promissory Note (the “Note”) in the principal amount of $220,500 and warrants to purchase 800,000 shares of the common stock of the Company (the “Warrants”) for which the Company received consideration of $210,000. In addition, pursuant to the Purchase Agreement, the Company entered into a Registration Rights Agreement with the Buyer and issued the Buyer 100,000 shares as a commitment fee.

The principal amount of the Note and all interest accrued thereon is payable one year from the issuance date. The Note may prepaid at a premium as described in the Note anytime on or prior to the six month anniversary of the issuance date. The Note provides for guaranteed interest at the rate of 10% per annum, payable at maturity, and is convertible into common stock of the Company at a price of $0.075 per share, subject to anti-dilution adjustments in the event of certain corporate events as set forth in the Note, provided that if the Company’s common stock during any three consecutive trading days trades below $0.08, the conversion price shall be reduced to 65% of the lowest trading price during the 20 consecutive trading days immediately preceding the conversion date.

In addition to customary anti-dilution adjustments the Note provides, subject to certain limited exceptions, that if the Company issues any common stock or common stock equivalents, as defined in the Note, at a per share price lower than the conversion price then in effect, the conversion price will be reduced to the per share price at which such shares or common share equivalents were sold.

The Note provides for various events of default similar to those provided for in similar transactions, including the failure to timely pay amounts due thereunder.

The Warrants are initially exercisable for a period of three years at a price of $0.095 per share, subject to customary anti-dilution adjustments upon the occurrence of certain corporate events as set forth in the Warrant. The Company shall file a registration statement registering the shares issuable upon conversion of the Note and exercise of the Warrants within 90 days of the closing. If at any time after the six-month anniversary of the date of the Purchase Agreement, there is no effective registration statement covering the resale of the shares issuable upon exercise of the Warrants at prevailing market prices by the Buyer, then the Warrant may be exercised by means of a “cashless exercise” in which event the Buyer would be entitled to receive a number of shares determined in accordance with a customary formula as set forth in the Warrant.

For services rendered in connection with the Purchase Agreement the Company paid Carter, Terry & Company a cash fee of $20,000. In addition, the Company reimbursed the Buyer $10,000 for legal expenses incurred in connection with the transaction.

The foregoing summary of the material terms of the form of the Securities Purchase Agreement, the Note, and the Warrant is not complete and is qualified in its entirety by reference to the full text of the applicable form of agreements, a copy of which are filed herewith as Exhibit 10.1, and is incorporated by reference herein.