Item 1.01 Entry into a Material De?nitive Agreement.
On June 7, 2022, we closed a financing with 1800 Diagonal Lending LLC for a 10%
convertible note in the principal amount of $105,000. After deducting lender
fees and expenses, the financing provided $101,250 of net proceeds to us. The
holder of the note, at its option, may convert the unpaid principal balance of,
and accrued interest on, the note into shares of common stock at a price of
$0.11 per share at any time prior to the six month anniversary of the issuance
of the note. Thereafter, the note is convertible into our common stock at a 42%
discount from the lowest trading prices during the 10 trading days prior to
conversion. The Company may prepay the note at a 25% redemption premium during
the first six months after issuance.
On June 7, 2022, we amended our agreement with the holder of our Series B
Convertible Preferred Stock, Series C Warrants and Series D Warrants to (i)
waive certain covenants to allow to enter into the transaction described in the
preceding paragraph and (ii) as consideration for such waiver, reduce the
exercise price or conversion price (as applicable) of those securities from
$0.10 per share to $0.05 per share.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained above in Item 1.01 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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