ITEM 9 LABS CORP. - 8-K - LABS CORP. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sale of Equity Securities (form 8-K)

Item 1.01 Entry Into a Material Definitive Agreement.

On April 28, 2023, OCG Management Ontario Inc., a wholly owned subsidiary of Item 9 Labs Corp., a Delaware corporation (collectively the "Company"), and the Company's Board of Directors (the "Board"), executed an amendment (the "Amendment") to the Company's Acquisition Line of Credit Agreement (the "Financing Agreement") with its senior lender, intended to provide the Company with the necessary financing to complete the previously announced acquisition of Sessions Cannabis ("Sessions").

As part of the Amendment, the lender agreed to send $543,098 to Sessions as a good faith cash advance. In connection with the Amendment, the Company and Sessions agreed to extend the Outside Date of the Sessions acquisition to May 31, 2023. In the event that the Sessions transaction does not close, this advance will be taken out of the Insured Cash Account established by the Company pursuant to the Financing Agreement.

The foregoing description of the Financing Agreement is not complete and is qualified in its entirety by reference to the full text of the Financing Agreement, which report 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 disclosed under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 to the extent required herein.

Item 3.02 Unregistered Sales of Equity Securities.

The information disclosed under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 to the extent required herein.

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