Item 1.01 Amendment of a Material Definitive Agreement.

On August 6, 2021, the Registrant agreed to amend a Stock Purchase Agreement and Convertible Promissory Notes previously entered into with Mr. Mehdi Safavi on October 5, 2020. Aside from the Stock Purchase Agreement and Convertible Promissory Notes, no material relationship exists between Mr. Safavi and the Registrant or its affiliates.

By virtue of the October 5, 2020 Stock Purchase Agreement, in two separate closings, the Registrant agreed to sell Mr. Safavi, in each closing, an 8% $500,000 Convertible Promissory Note and Warrant to purchase one million common shares. Each Convertible Promissory Note bears 8% interest and is due September 30, 2025. Amounts due under the Convertible Promissory Note are convertible into the Registrant's common stock at the lower price of $0.25 per share or 70% of the average of the three lowest Variable Weighted Average Price ("VWAP") for the Registrant's common stock for the twenty trading days prior to an election to convert.

Effective August 6, 2021, the Registrant and Mr. Safavi agreed to amend the Stock Purchase Agreement and Convertible Promissory Notes to delete any reference to, or obligation of SPYR to pay, 8% interest due under the Notes. Mr. Safavi agreed to waive accrued interest from the respective issuance dates of the Notes to the date of the amendment. The Registrant and Mr. Safavi also agreed to amend the conversion price of amounts due under the Convertible Promissory Notes to the lower price of $0.25 per share or 50% of the average of the three lowest Variable Weighted Average Price ("VWAP") for the Registrant's common stock for the twenty trading days prior to an election to convert.

The foregoing reference and description of the Stock Purchase Agreement and Convertible Promissory Notes are qualified in its entirety by reference to the transactional documents filed as exhibits in the Registrant's Form 10-Q for the quarter ended September 30, 2020.

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