Item 1.01 Entry into a Material Definitive Agreement.
On
Item 3.02 Unregistered Sales ofEquity Securities .
See disclosure in Item 1.01, above.
The issuances were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, there was no solicitation involved in the offerings, and the parties were either sophisticated or accredited.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits Exhibit No.Name and/or Identification of Exhibit 10.1 Securities Purchase Agreement datedJanuary 24, 2023 10.2 10% OID Promissory Note datedJanuary 24, 2023 10.3 Common Stock Purchase Warrant datedJanuary 24, 2023
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