Item 1.01 Entry into a Material Definitive Agreement.

On March 20, 2023, we entered into a Promissory Note and a Common Stock Purchase Warrant with a single investor. The note is in the principal amount of Three Hundred Thirty Thousand Dollars ($330,000), had an original issue discount of 10% (or $30,000) and bears interest at a rate of ten percent (10%) per annum. Fifteen (15) monthly payments of $23,359.15 are due between the issue date and the maturity date of September 17, 2024. The warrants are to acquire three million three hundred thousand (3,300,000) shares of our common stock, are exercisable for three (3) years at an exercise price of $0.05 per share, and contain a cashless exercise option for the holder.

The proceeds from the note were used to pay off and consolidate other outstanding debt obligations, significantly reducing our monthly cash payments.




Item 3.02  Unregistered Sales of Equity 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            Promissory Note dated March 20, 2023

10.2            Common Stock Purchase Warrant dated March 20, 2023
--------------------------------------------------------------------------------
                                       2

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses