Item 3.02 Unregistered Sales of Equity Securities.

In November 2019 and December 2019, we issued $450,000 aggregate principal amount of convertible promissory notes, or the Notes, to entities affiliated with Domain Associates LLC, one of our significant stockholders, for $450,000 in cash proceeds. The Notes accrue interest at a rate of 8.0% per year and mature on the first anniversary of the applicable issue date, ranging from November 2020 to December 2020. The Notes issued in December 2019, or the December Notes, were issued on the form attached hereto as Exhibit 99.1, which is incorporated herein by reference. The Notes issued in November 2019, or the November Notes, were issued on the form attached as Exhibit 10.24 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.

In the event that we issue and sell shares of our preferred stock or common stock to investors in a qualified financing with total proceeds to us of not less than $5.0 million, excluding conversion of the Notes, then the outstanding principal amount of the Notes and any unpaid accrued interest will automatically convert in whole into equity securities sold in the qualified financing at a conversion price equal to the cash price paid per share, in the case of the November Notes, or 0.70 multiplied by the cash price paid per share, in the case of the December Notes, for equity securities by the investors in the qualified financing.

Each issuance of Notes described above was deemed to be exempt from registration under the Securities Act of 1933, as amended, or the Securities Act, in reliance upon Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering. The purchasers of the Notes in each of these transactions represented their intentions to acquire the Notes for investment only and not with a view to or for sale in connection with any distribution thereof. Appropriate legends were affixed to the Notes issued in these transactions.

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits.




Exhibit                                 Description

99.1        Form of convertible promissory note issued to entities affiliated with
          Domain Associates LLC in December 2019.

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