Exhibit 10.24


 


CONVERTIBLE PROMISSORY NOTE


 


March 16, 2022


 


FOR VALUE RECEIVED Felicitex
Therapeutics Inc., a Delaware corporation (the “Company”), with an office at 27 Strathmore Road, Natick, MA 01760,
hereby promises to pay to Marc Duey, an individual (the “Holder”), with an address at 955 Dewees Lane, Chester Springs,
PA 19425, the principal sum of zero Dollars ($0) (the “Base Amount”), plus the aggregate unpaid principal amount
of all advances made to the Company, or direct payments to creditors of the Company, by the Holder (together, “Advances”)
outstanding on the first anniversary of the date of this promissory note (the “Maturity Date”) when all amounts due
hereunder shall be due and payable together with interest thereon as hereinafter provided, in lawful money of the United States of America
and in immediately available funds.


 


In no event shall the amount
payable by the Company as interest or other charges on this Promissory Note (this “Note”) exceed the highest lawful
rate permissible under any law applicable hereto.


 


If any payment under this
Note shall be specified to be made on a day which is not a business day, it shall be made on the next succeeding day which is a business
day. For purposes of this Note, a “business day” shall mean any day other than Saturday, Sunday or other day in which banks
are authorized to close in the State of New York.


 


The Company and the Holder
shall each endorse on the Schedule annexed to this Note all Advances hereafter made to the Company or to Company creditors and all payments
of the principal amounts in respect of such Advances or in respect of the Base Amount, which endorsements shall, in the absence of manifest
error, be conclusive as to the outstanding principal amount of all Advances and as to the outstanding principal amount of the Base Amount;
provided, however, that the failure to make such notation with respect to any Advances or payment shall not limit or otherwise affect
the obligations of the Company under this Note. The Holder shall promptly deliver a copy of the Schedule to the Company for its approval
and signature each time that the Schedule is modified.


 


1. Payment
of Base Amount and Advances under the Note. The outstanding portion of the Base Amount plus the outstanding portion of all Advances
shall be payable in one lump sum due on the Maturity Date. Payments of principal are to be made to the Holder at the Holder’s address
designated above or at such other place as the Holder shall have notified the Company in writing.


 


2. Payment
of Interest on this Note. Interest shall accrue on the unpaid portion of the Base Amount and the unpaid portion of all Advances outstanding
from time to time at a fixed rate of interest equal to twelve percent (12%) per annum and shall be payable in one lump sum due on the
Maturity Date. Payments of interest hereunder are to be made to the Holder at the Holder’s office address designated above or at
such other place as the Holder shall have notified the Company in writing. If all or a portion of (i) the Base Amount or any Advance under
this Note or (ii) any interest payable hereon shall not be paid when due (whether at the stated maturity, by acceleration or otherwise),
such overdue amount shall bear interest at a rate of twelve percent (12%) per annum.


 






     


     


    

 


3. Prepayment.


 


(a) The outstanding portion
of the Base Amount and the interest thereon and the outstanding portion of any Advances hereunder and the interest thereon may be prepaid
in whole or in part at any time without penalty or premium of any kind; provided, however, that the Company shall give the Holder at least
five (5) days advance written notice of the Company’s intention to make a repayment and provide the Holder with the opportunity
to convert this Note in accordance with Section 5 below prior to such prepayment if the Note is, at such time, convertible. The amount
of each prepayment of such principal shall be applied in the order that such principal becomes due hereunder.


 


(b) In the event of a Change
of Control (as defined below), the Company shall, contemporaneously with the closing of such Change of Control, prepay the entire outstanding
portion of the Base Amount and any Advances hereunder and accrued and unpaid interest thereon; provided, however, that the Company shall
give the Holder at least ten (10) days’ advance written notice of the Change of Control and provide the Holder with the opportunity
to convert this Note in accordance with Section 5 below prior to the Change of Control. For purposes of this Note, “Change of
Control” means (i) a liquidation, dissolution or winding up of the Company, (ii) an acquisition of the Company by another person
or entity by means of any transaction or series of related transactions to which the Company is a party (including, without limitation,
a merger, consolidation or other corporate reorganization), other than an acquisition in which the capital stock or other voting securities
of the Company immediately prior to such acquisition continue to represent, or are converted into or exchanged for capital stock (or other
voting securities) that represent, immediately after such acquisition and by virtue of the acquisition, a majority of the total outstanding
voting power of the surviving or acquiring person or entity; (iii) a sale, lease, exclusive license (unless granted in the ordinary course
of business) or other disposition of all or substantially all of the assets of the Company, except where such sale, lease, exclusive license
or other disposition is to a wholly owned subsidiary of the Company; or (iv) a transaction or series of related transactions to which
the Company is a party (whether by merger, consolidation, stock acquisition or otherwise) in which a majority of the total outstanding
voting power of the Company is transferred. Notwithstanding the foregoing sentence, a transaction shall not constitute a Change of Control
if the primary purpose is to change the jurisdiction of the Company’s incorporation, create a holding company that will be owned
in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction, change
the corporate form of the Company from a corporation to a limited liability company or other form, or engage in a bona fide equity financing
transaction.


 


4. Events
of Default. The existence of any of the following conditions shall constitute an event of default hereunder (an “Event of
Default”):


 


(a) The
failure by the Company to pay when due any portion of the Base Amount or any Advance, or the failure by the Company to pay when due any
interest under this Note; or


 


(b) If
the Company:


 


(i) shall
commence any case or proceeding under any bankruptcy, insolvency or other similar law or seek reorganization, arrangement, readjustment
of its debts, dissolution, liquidation, winding-up, composition or any other relief under any bankruptcy, insolvency, reorganization,
liquidation, dissolution, arrangement, composition, readjustment of debt or any other similar act or law, of any jurisdiction, domestic
or foreign, now or hereafter existing; or


 


(ii) shall
admit the material allegations of any petition or pleading in connection with any such case or proceeding; or


 






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(iii)  makes
an application for, or consents or acquiesces to, the appointment of a receiver, conservator, trustee or similar officer for the Company
or for all or a substantial part of the Company’s property; or


 


(iv) makes
a general assignment for the benefit of the Company’s creditors; or


 


(v) is
unable or admits in writing its inability to generally pay the Company’s debts as they mature; or


 


(c) The
(i) commencement of any case or proceeding against the Company under any bankruptcy, insolvency, or other similar law or seeking reorganization,
arrangement, readjustment of its debts, liquidation, dissolution, winding-up, composition or any other relief under any bankruptcy, insolvency,
reorganization, liquidation, dissolution, arrangement, composition, readjustment of debt or any other similar act or law of any jurisdiction,
domestic or foreign, now or hereafter existing, (ii) appointment of a receiver, trustee or similar officer for the Company or for all
or a substantial part of the Company’s property, or (iii) issuance of a warrant of attachment, execution or similar process against
any substantial part of the property of the Company, and such case, proceeding, receiver, trustee, officer, warrant, execution or process
shall not be dismissed, bonded or discharged, as applicable, within sixty (60) days of the commencement, appointment or issuance thereof.


 


5. Conversion.
The Holder may, at any time while this Note is outstanding, elect to convert the outstanding portion of the Base Amount, plus all outstanding
Advances, plus accrued, but unpaid interest thereon, into the Company’s common stock, par value $0.0001 per share (the “Common
Stock”), at a conversion price that is equal to $0.34 per share, subject to equitable adjustments for stock splits, stock combinations,
recapitalizations or similar transactions (the “Conversion Price”). The number of shares of Common Stock issuable upon
conversion is equal to the quotient of the amount to be converted divided by the Conversion Price. The Holder may make such election by
notifying the Company of the same in writing. The date of such notice shall be the conversion date. On the conversion date, the outstanding
principal amount of and all accrued but unpaid interest on this Note through the date of conversion shall be converted without any further
action by the Holder and whether or not the Note is surrendered to the Company. The Company shall be obligated to issue and deliver to
the Holder certificates representing the securities issuable upon conversion unless the securities are generally in uncertificated form.
Unless otherwise agreed to by the Company, no fractional securities shall be issued upon conversion of this Note. In lieu of such fractional
securities, the Company shall round up any fractional share into one additional share.


 


6. Rights
and Remedies. In the event that one or more Events of Default shall have occurred and be continuing, the Holder may at the Holder’s
option by written notice to the Company declare the Base Amount and all Advances hereunder and the accrued and unpaid interest on this
Note to be immediately due and payable, and thereupon the same shall become so due and payable, without presentment, demand, protest or
further notice, all of which are hereby waived by the Company. No course of dealing or delay on the part of the Holder in exercising any
right under this Note shall operate as a waiver thereof or otherwise prejudice the right of the Holder. Subject as aforesaid, no remedy
conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute,
other agreement or instrument, or otherwise.


 






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7. Lost
Documents. Upon receipt by the Company of (i) evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation
of this Note, (ii) in the case of loss, theft or destruction, indemnification satisfactory to the Company, and (iii) in the case of mutilation,
surrender and cancellation of this Note, the Company will cancel this Note on its books and make and deliver in its place a new note in
the then unpaid principal amount of this Note, of like tenor to this Note, dated and bearing interest from the date next following the
date through which interest has been paid on the unpaid principal amount of this Note.


 


8. Costs
and Expenses. Upon the occurrence of any Event of Default, the Company shall pay all reasonable costs and expenses incurred by the
Holder (including, without limitation, court costs and reasonable attorneys’ fees) in preserving, protecting, maintaining or enforcing
the Holder’s rights and remedies hereunder, including, without limitation, all costs and expenses of collection.


 


9. Assignment.
This Note may not be sold, offered for sale, pledged, hypothecated or otherwise encumbered, transferred or disposed of by the Holder without
the prior written consent of the Company. The Company shall not assign any or all of its obligations hereunder without the prior written
consent of the Holder.


 


10. Cancellation.
After the principal balance of this Note and all accrued interest thereon has been satisfied, the Holder shall surrender this Note to
the Company for cancellation.


 


11. Miscellaneous.


 


(a) Parties
in Interest. All covenants, agreements and undertakings in this Note by and on behalf of the Company and the Holder hereof shall,
subject to the provisions of Section 9 hereof, bind and inure to the benefit of the parties hereto and their respective permitted successors
and assigns, whether so expressed or not.


 


(b) Notices.
All notices, requests, communications, consents and demands shall be made in writing and shall be (i) sent by registered or certified
mail, first class, postage prepaid, return receipt requested or (ii) delivered by hand, electronic mail, facsimile transmission or messenger
to the Company or to the Holder hereof, as the case may be, at their respective addresses set forth at the beginning of this Note, or
at such other respective addresses as may be furnished in writing to each other. All such notices, requests, communications, consents
and demands shall be deemed given if mailed, three business days after mailing, and if personally delivered, the day so delivered.


 


(c) Governing
Law. This Note shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware.


 


(d) Submission
To Jurisdiction. Each of the Company and the Holder hereby irrevocably and unconditionally submits in any legal action or proceeding
relating to this Note, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction
of any state or federal court sitting in the county nearest to where the Company’s executive office is then based; consents that
any such action or proceeding may be brought in such courts, and waives any objection that such party may now or hereafter have to the
venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees
not to plead or claim the same; agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof
by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party, at the address set forth
in the preamble hereof; and agrees that nothing herein shall affect the right to effect service of process in any other manner permitted
by law or shall limit the right to sue in any other jurisdiction.


 


(e) WAIVERS
OF JURY TRIAL. EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS NOTE AND FOR ANY COUNTERCLAIM THEREIN.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, this Note
has been executed and delivered on the date set forth at the beginning of this Note by the duly authorized representative of the Company.


 


	 	FELICITEX THERAPEUTICS INC.
	 	 	 
	 	By:	/s/ Maria Vilenchik
	 	Name:	Maria Vilenchik
	 	Title:	Chief Executive Officer



 


 


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