---
schema_version: "secwatch.filing_event.v1"
accession: "0001903596-24-000094"
form_type: "8-K"
ticker: "LUDG"
cik: "0001960262"
company_name: "LUDWIG ENTERPRISES, INC."
filed_at: "2024-02-26T23:59:59+00:00"
generated_at: "2026-06-05T15:51:47.341073+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Ludwig Enterprises enters $5M equity line and $50K promissory note with institutional investor

## Summary
- Common Stock Purchase Agreement for up to $5,000,000; shares sold at 80% of lowest traded price over six days.
- Investor received five-year warrant for 2,604,667 shares with anti-dilution and cashless exercise.
- Promissory note of $50,000 issued, netting $40,000 after $10,000 OID; matures May 12, 2024, convertible on default.
- Equity line capped at $250,000 per notice or 250% of average daily volume; 4.99% beneficial ownership limit.
- Registration rights agreement requires filing within 20 days for shares issuable under the agreements.

## SEC filing metadata
- accession: 0001903596-24-000094
- form_type: 8-K
- ticker: LUDG
- cik: 0001960262
- company_name: LUDWIG ENTERPRISES, INC.
- filed_at: 2024-02-26T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1960262/000190359624000094/0001903596-24-000094-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1960262/000190359624000094/ludg_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001903596-24-000094
- JSON: https://secwatch.observer/filing/0001903596-24-000094.json
- Plain text: https://secwatch.observer/filing/0001903596-24-000094.txt

## Key facts
- Debt Financings
  LUDWIG ENTERPRISES, INC. incurred loan of $50,000 with the Investor maturing May 12, 2024.
  - Instrument: loan
  - Principal: $50,000
  - Counterparty: the Investor
  - Maturity: May 12, 2024
  - Event: incurrence
  source text: On February 12, 2024, the Company and the Investor entered into a securities purchase agreement (the “SPA”), pursuant to which the Company agreed to issue to the Investor a Promissory Note (the “Note”), dated February 12, 2024, in the principal amount of $50,000.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1960262/000190359624000094/0001903596-24-000094-index.htm
- Material Agreements
  LUDWIG ENTERPRISES, INC. entered into Common Stock Purchase Agreement with institutional investor valued at up to $5,000,000 in shares of common stock (effective 2024-02-12).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: institutional investor
  - Value: up to $5,000,000 in shares of common stock
  - Effective: 2024-02-12
  source text: On February 12, 2024, Ludwig Enterprises, Inc., a Nevada corporation (the “Company”), entered into a Common Stock Purchase Agreement (the “Purchase Agreement”), together with a registration rights agreement (the “Registration Rights Agreement”) with an institutional investor (the “Investor”), pursuant to which the Company has the right to sell to the Investor up to $5,000,000 in shares of its common stock ("Common Stock"), subject to certain limitations.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1960262/000190359624000094/0001903596-24-000094-index.htm
- Material Agreements
  LUDWIG ENTERPRISES, INC. entered into Securities Purchase Agreement with the Investor valued at principal amount of $50,000, net proceeds of $40,000 (effective 2024-02-12).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: the Investor
  - Value: principal amount of $50,000, net proceeds of $40,000
  - Effective: 2024-02-12
  source text: On February 12, 2024, the Company and the Investor entered into a securities purchase agreement (the “SPA”), pursuant to which the Company agreed to issue to the Investor a Promissory Note (the “Note”), dated February 12, 2024, in the principal amount of $50,000.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1960262/000190359624000094/0001903596-24-000094-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.