Item 1.01 Entry into Material Definitive Agreement

On December 31, 2021, we entered into a Second Amendment to Stock Purchase Agreement (the "Second Amendment) with Paradigm Opportunities Fund, LP, pursuant to which we amended that certain Stock Purchase Agreement (the "Agreement') entered into on October 1, 2021 under which we agreed to sell Paradigm 600,703 shares (the "Shares") of our common stock, par value $0.0001 per share for a purchase price of $3.329 per share for an aggregate purchase price of $1,999,740.29 with a closing date of November 30, 2021. The Agreement was originally amended by an Amendment to Stock Purchase Agreement which extended the closing date to December 31, 2021. The Second Amendment further extended the closing date until January 31, 2022.

The foregoing summary of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits






(d) Exhibits.



Exhibit No.   Description

10.1            Second Amendment to Stock Purchase Agreement
104           Cover Page Interactive Data File (formatted as Inline XBRL)




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