Item 1.01 Entry into a Material Definitive Agreement.

On April 14, 2023, the Registrant entered into a $1,000,000 Business Loan and Security Agreement (the "Secured Loan") with an accredited investor lending source (the "Lender"). Under the Secured Loan, the Registrant received $980,000 on April 20, 2023, which was net of fees to the Lender. The Secured Loan requires 64 weekly payments of $20,000, for a total repayment of $1,280,000 to the Lender. The principal balance bears interest at 22.8%. The Secured Loan is secured by all of the assets of the Registrant and its subsidiaries second only to a previously secured line of credit and contains other customary terms and conditions for agreements of its type. Further, the Registrant's CEO, Charles A. Ross, Jr., provided a personal guaranty for the Secured Loan.

The foregoing description of the Secured Loan does not purport to be complete and is qualified in its entirety by reference to the full text of the Secured Loan, which is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information described in Item 1.01 above relating to the Secured Loan is incorporated herein by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.




Exhibit Number   Description

4.1                Financing Agreement dated April 14, 2023
104              Cover Page Interactive Data File




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