Item 3.02. Unregistered Sales of Equity Securities.

On June 30, 2022, Dr. Salkind and his wife converted their secured principal debt in the amount of $510,000 at a conversion price of $1.25 per share. A total of 408,000 restricted common shares were issued and per his loan agreement, the Company issued warrants to purchase 204,000 additional restricted common shares at an exercise price of $4.00 per share through September 2029. No commissions were paid in connection with this transaction which is exempt under Section 3 (a) (9) of the Securities Act of 1934, as amended.

























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