Item 1.01. Entry Into a Material Definitive Agreement

On October 19, 2022, the Company entered into a Securities Purchase Agreement with respect to a secured $1.875 million convertible note made by Embolx, Inc., a California corporation.

Pursuant to the Securities Purchase Agreement, attached in substantial form as Exhibit 10.1, and associated Convertible Note, attached in substantial form as Exhibit 10.2, the Company loaned USD $1.5 million to Embolx. The Note is purchased at a 20% ($375,000) original issue discount and is subject to a 9-month maturity, after which, if unpaid, will then carry a 20% interest rate.

The Company has the option to convert the note into shares of common stock of Embolx. As additional consideration, the Company received a 5-year Warrant to purchase additional shares of common stock of Embolx, in the substantial form attached as Exhibit 10.3.

The shares are subject to certain piggyback registration rights under a Registration Rights Agreement, in the substantial form attached as Exhibit 10.4, and the note is secured by all assets of Embolx pursuant to a Security Agreement attached in substantial form as Exhibit 10.5.

Under the Securities Purchase Agreement, the Company has a right to purchase additional shares on the same terms for a total potential investment amount of $2 million.

Embolx is an emerging commercial-stage medical device company in Silicon Valley developing microcatheters for arterial embolization procedures. Embolx is committed to dramatically improving the treatment of a variety of conditions including cancerous tumors, benign prostatic hyperplasia and uterine fibroids. The Sniper® balloon occlusion microcatheter sets a new standard for precise embolic delivery and superior target filling by controlling pressure to direct blood flow while protecting non-target surrounding tissues. Embolx is a privately held company. Its management team consists of Michael Allen, President and Chief Executive Officer, Michael Lin, Director of Finance, and Tom Breton, Manager of Research and Development.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1 Securities Purchase Agreement dated October 19, 2022, by and between Paid, Inc. and Embolx, Inc.

10.2 $1,500,000 Convertible Note dated October 19, 2022 by Embolx, Inc. for the benefit of Paid, Inc.

10.3 Warrant dated October 19, 2022 by and between Embolx, Inc. and Paid, Inc.

10.4 Registration Rights Agreement dated October 19, 2022 by and between Embolx, Inc. and Paid, Inc.

10.5 Security Agreement dated October 19, 2022 by and between Embolx, Inc. and Paid, Inc.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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