Item 1.01 Entry into a Material Definitive Agreement

The information set forth in Item 2.03 in this Form 8-K regarding the Notes (as defined in Item 2.03) 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

From August 26, 2021 through August 31, 2021, the Company borrowed an aggregate of $950,000 from investors (the "Loans"), evidenced by Convertible Promissory Notes (the "Notes").

The Notes bear interest at the rate of 10% per annum, and shall be payable, along with the principal, on the earlier of (a) the one year anniversary of the issue date and (b) the consummation of a qualified financing (as defined in the Notes).

Upon the consummation of a qualified financing, all outstanding principal and accrued interest shall automatically convert into the securities issued in the qualified financing. The conversion price of the Notes upon a qualified financing shall be equal to 75% of the actual price per security issued in the qualified financing.

The Company intends to use the net proceeds from the Loans for its general working capital.

The Notes contain customary events of default.

The foregoing is a brief description of the terms of the Notes and is qualified in its entirety by reference to the full text of the Notes, the form of which is included as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.






Exhibit   Description
10.1        Form of Convertible Promissory Note
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document)

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