Item 1.01 Entry into a Material Definitive Agreement

The Company entered into a securities purchase agreement (the "SPA") dated December 20, 2019 with Actus Fund, LLC ("Actus"), a Delaware limited liability company. The SPA provides for the purchase by Actus of a senior secured convertible promissory note in the principal amount of $1,100,000 (the "Promissory Note") and a warrant to purchase common stock issued by the Company. Effective January 15, 2020, the Company received from Actus, the proceeds of $1,100,000 and the Company provided to Actus the Promissory Note. The Promissory Note matures on December 20, 2020 and bears interest at a rate of 12% per annum.

The SPA contains customary representations and warranties, including representations from Actus regarding its status as an "accredited investor" and its investment purpose, and representations from the Company regarding its organization, authorization to enter into the transaction and ability to conduct its business, among other things.

The foregoing summary description of the terms of the Promissory Note and SPA may not contain all information that is of interest to the reader. The foregoing terms are qualified in their entirety by the actual Promissory Note and SPA, attached herein as Exhibits 4.1 and 10.1 respectively.

Item 9.01 Financial Statements and Exhibits





Exhibit No.   Description

  4.1           Senior Secured Convertible Promissory Note in favor of Actus Fund,
              LLC

  10.1          Share Purchase Agreement between the company and Actus Fund, LLC

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