definiens: shall mean any equity - only financing that involves the receipt by the Company of net proceeds of not less than $ 6,000,000 ( whether in a single or a series of transactions ), excluding any amounts received in connection with the conversion of any then - outstanding indebtedness or securities of the Company . For the avoidance of doubt : ( x ) if there are multiple closings in connection with a Qualified Financing, such Qualified Financing shall not be deemed to have occurred for purposes of this Note until such time as the aggregate net proceeds received by the Company in connection with the sale of equity securities pursuant to the Qualified Financing first equal or exceed $ 6,000,000 ; and ( y ) in no event shall the sale or issuance by the Company of any debt securities, regardless of the amount of capital raised by the Company pursuant to any such sale or issuance, be deemed to constitute a Qualified Financing ( or any part thereof )