ITEM 1.01. Entry Into a Material Definitive Agreement.
On July 2, 2021, the Company entered into a definitive share purchase agreement
(the "Agreement") with Kingpins International, Inc. ("Kingpins").
The equity investment is expected to occur in two tranches. For the first
tranche, Kingpins will pay $15,000,000 for shares of the Company's restricted
common or preferred stock prior to August 16, 2021. For the second tranche,
Kingpins will pay $15,000,000 for shares of the Company's restricted common or
preferred stock within ninety (90) days of the funding of the first tranche.
The foregoing description of the Agreement is qualified in its entirety by
reference to the copy of the Agreement which is filed as Exhibit 10.9 to this
report on Form 8-K.
ITEM 3.02. Unregistered Sale of Equity Securities.
The Company relied upon the exemption provided by Section 4(a)(2) of the
Securities Act of 1933 in connection with issuance of the securities described
in Item 1.01 of this report. Kingpins was a sophisticated investor and was
provided full information regarding the Company's business and operations. There
was no general solicitation in connection with the sale of these securities.
Kingpins acquired these securities for its own account. The certificates
representing the securities will bear a restricted legend providing that they
cannot be sold except pursuant to an effective registration statement or an
exemption from registration.
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