Item 1.01 Entry into a Material Definitive Agreement.

On November 18, 2021, we executed the following agreements dated November 12, 2021 with the Investor referenced in the agreements attached hereto as Exhibits 10.1 - 10.4:

A Common Stock Purchase Warrant (First Warrant) and Common Stock Purchase Warrant (Second Warrant), under which the Investor is granted the right to purchase up to 900,000 Common Stock Shares of the Company each from the First Warrant and the Second Warrant. The Second Warrant is subject to cancellation upon timely payoff of the Note referenced below.

The First Warrant and the Second Warrant were issued in connection with the issuance of an 8% Senior Secured Promissory Note in the principal amount of $2,400,000 (after the Original Issue Discount, the Actual Note Amount is $2,160,000). The Maturity Date of the Note is 12 months with 6 amortization payments of $432,000 beginning June 10, 2022; thereafter should, the Note go in default, the Note is convertible into our Common Stock Shares at the Conversion Price equal to the lesser of: (i) $1.25 or (ii) 75% of the offering price per share of Common stock at which the UP List Offering is made (or Unit, if Units are so offered in an Up List Offering).

The First Warrant, Second Warrant, and the Note are subject to the terms of a Securities Purchase Agreement and a Subsidiary Guarantee.

The foregoing is a summary only and does not purport to be a complete description of all of the terms, provisions, and agreements contained in the above-described agreements and are subject to and qualified in their entirety by reference to the full text of the agreements, which are filed herewith as Exhibits 10.1, 10.2, 10.3, and 10.4 and are incorporated into this Item 1.01 by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit Description



10.1      Common Stock Purchase Warrant (First Warrant) dated November 18, 2021

10.2      Common Stock Purchase Warrant (Second Warrant) dated November 18,
        2021

10.3      Senior Secured Promissory Note dated November 18, 2021

10.4      Securities Purchase Agreement dated November 18, 2021

104     Cover Page Interactive Data File (embedded within the Inline XBRL
        document)

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