Item 1.02 Termination of a Material Definitive Agreement.

On October 4, 2022, CFN Enterprises Inc. (the "Company"), agreed with Ezra Chehebar and the Isaac Shehebar 2008 AIJJ Grantor Retained Annuity Trust, the holders of the Company's 18% promissory notes issued on April 8, 2022 representing an aggregate principal balance plus accrued interest of $726,700 (the "Notes") to terminate the Notes and in consideration of the termination to issue to the holders an aggregate of 2,906,800 restricted shares of common stock of the Company. The shares were issued under the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as not involving a public offering.

Item 3.02 Unregistered Sales of Equity Securities.

The information provided in Item 1.01 of this Current Report on Form 8-K with respect to the issuance of the shares is incorporated by reference into this Item 3.02.

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