Item 1.01. Entry into a Material Definitive Agreement.

On March 27th, 2023, the Company and an institutional investor executed an investment agreement for up to $7,000,000 via a Convertible Promissory Note, Share Purchase Agreement and Warrant Agreement. Per the terms of the Agreement, the Company was tendered an initial $1,000,000, with further disbursements to follow. Said Agreement calls for a 12% OID, registration of said share rights, 100% Warrant coverage for each disbursement and carries interest at 7% per annum. The Company has an open right of redemption at 125% of face value.

Pursuant to the Agreements, the Company has utilized the bulk of this first tranche to fully pay off a standing MCA (Merchant Cash Agreement), eradicating this obligation from the books of the Company. The remainder of funds are being used for further product development and expansion.

The Investor has agreed that neither it nor any of its affiliates shall engage in any short-selling or hedging of our Common Stock during any time during the term of the Agreements. Pursuant to the Agreements, the Company is required to register all shares which the investor may acquire.

The foregoing is a summary description of certain terms of the Agreements. For a full description of all terms, please refer to the copy of the Agreements which are filed herewith as Exhibits 10.1 et seq. to this Current Report on Form 8-K and incorporated herein by reference. All interested parties are encouraged to read the entire text of the listed

Agreements.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits

The following Exhibits are filed as part of this Report.





Exhibit
Number    Description

10.1        Convertible Promissory Note of March 27th, 2023  .

10.2        Securities Purchase Agreement of March 27th, 2023  .

10.3        Security Agreement of March 27th, 2023  .

10.4        Registration Rights Agreement of March 27th, 2023  .

10.5        Series 1 Warrant Agreement

10.6        Series 2 Warrant Agreement

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






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