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

The information set forth in Item 3.02 below is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

On December 14, 2021, Samsara Luggage, Inc. (the "Company") entered into a securities purchase agreement (the "Securities Purchase Agreement") with YA II PN Ltd., a Cayman Islands exempt company (the "Investor"), pursuant to which the Company sold and issued a convertible debenture in the amount of $500,000 (the "Convertible Debenture"), which is convertible into shares of the Company's common stock, par value $0.0001 (the "Common Stock") (as converted, the "Conversion Shares").

The Convertible Debenture bears interest at a rate of 10% per annum (15% on default) and has a maturity date of one (1) year. The Convertible Debenture provides a conversion right, in which any portion of the principal amount of the Convertible Debenture, together with any accrued but unpaid interest, may be converted into the Company's Common Stock at a conversion price equal to 80% of the lowest volume weighted average price of the Company's Common Stock during the ten (10) trading days immediately preceding the date of conversion, subject to adjustment. The Convertible Debenture may not be converted into common stock to the extent such conversion would result in the Investor beneficially owning more than 4.99% of the Company's outstanding Common Stock (the "Beneficial Ownership Limitation"); provided, however, that the Beneficial Ownership Limitation may be waived by the Investor upon not less than 65 days' prior notice to the Company. The Convertible Debenture provides the Company with a redemption right, pursuant to which the Company, upon fifteen (15) business days' prior notice to the Investor, may redeem, in whole or in part, outstanding principal and interest under the Convertible Debenture at a redemption price equal to the principal amount being redeemed plus a redemption premium equal to 5% of the outstanding principal amount being redeemed plus outstanding and accrued interest; however, the Investor shall have fifteen (15) business days after receipt of the Company's redemption notice to elect to convert all or any portion of the Convertible Debenture, subject to the Beneficial Ownership Limitation.

The transaction closed on December 15, 2021. The descriptions of the Securities Purchase Agreement, and the Convertible Debenture (the "Transaction Documents") are only summaries and are qualified in their entirety by reference to the full text of the form of such Transaction Documents attached hereto as Exhibits 10.1 and 10.2 respectively.

Item 9.01 Financial statements and Exhibits.





(d) Exhibits.



Exhibit    Description
Number
10.1         Securities Purchase Agreement, dated December 14, 2021, by and
           between the Company and YA II PN Ltd.
10.2         Convertible Debenture, dated December 14, 2021, by and between the
           Company and YA II PN Ltd.
104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document)




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