announced that it has entered into securities purchase agreement with existing investor, Ionic Ventures, LLC for a private placement of a 12% convertible promissory notes for gross proceeds of $60,000 on September 8, 2022. The principal value of the notes is $66,000 respectively. The maturity date of the notes is January 8, 2023.

The notes have been issued at an original issue discount rate of $6,000. The notes bear a fixed interest rate of 12% per annum. The holders may convert the note into the company's common stock (subject to the beneficial ownership limitations of 4.99% in the September 2022 ionic note; provided however, that the limitation on conversion may be waived (up to 9.99%) by ionic upon, at the election of Ionic, not less than 61 days' prior notice to the company) at any time at a conversion price equal to $0.02 per share, as the same may be adjusted as provided in the September 2022 ionic note.

The company may prepay the September 2022 ionic note in accordance with the terms of the September 2022 ionic note, with the understanding that $2,640 of interest is guaranteed and earned in full as of September 8, 2022. The company also issued to ionic a three-year warrant to purchase 120,000 shares of the company's common stock at an exercise price of $1.