Item 1.01 Entry into a Material De?nitive Agreement.
On April 15, 2022, we finalized an agreement, effective as of April 12, 2022,
with GS Capital Partners, LLC to extend the maturity date of the outstanding
convertible promissory notes we had previously issued to such lender to March
23, 2023. In connection with this extension, we agreed to issue 712,802 shares
of our common stock to GS Capital in payment of an outstanding note balance of
$109,671 (conversion price of $.1543 per share).
Separately, we issued an additional convertible note to GS Capital in the
original principal amount of $165,000. The note bears interest at the rate of
10% per annum. The note is unsecured and is convertible into our common stock at
a conversion price of $.10 per share. After original issue discount and
expenses, we received $150,000 of net proceeds pursuant to this note.
Also, we drew $50,000 principal amount under our previously disclosed line of
credit promissory note, dated February 22, 2021, with GS Capital.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained above in Item 1.01 related to the issuance of common
stock is hereby incorporated by reference into this Item 3.02. The issuance of
such securities were not registered under the Securities Act of 1933, as amended
(the "Securities Act"), or any state securities laws. The issuance of securities
and the shares of common stock issuable upon the conversion of any notes will be
issued in reliance on the exemptions from registration provided by Section
4(a)(2) under the Securities Act and Regulation D promulgated thereunder
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