Item 1.01. Entry into a Material Definitive Agreement.

On September 3rd, 2021, the Company finalized two separate Convertible Promissory Notes, Securities Purchase Agreements, and ancillary agreements (collectively, the "Agreements") with the Leonite Fund I, LP. and MCUS LLC.

Per the terms of the Agreements with the Leonite Fund I, L.P., the Company was tendered $410,000, which is open with right of redemption for nine months. Pursuant to the Agreements, we shall use the net proceeds for immediate cash infusion for normative working capital purposes and capital expenditures. There are no other restrictions on future financing transactions. The Agreement does not contain any right of first refusal or penalties. The Leonite Fund I LP has agreed that neither it nor any of its affiliates shall engage in any short-selling or hedging of our Common Stock during any time during the term of the Agreements. Pursuant to the Agreements, the Company is required to register all shares which the Leonite Fund I LP may acquire.

Also on September 3rd, 2021, the Company finalized a Promissory Convertible Note, Securities Purchase Agreement and ancillary agreements (collectively, the "Agreements") with MCUS LLC. Per the terms of the Agreements with MCUS LLC., the Company was tendered $500,000, which the Company shall use the net proceeds for immediate cash infusion for normative working capital purposes and capital expenditures. The Note is open with right of redemption for nine months. MCUS LLC has agreed that neither it nor any of its affiliates shall engage in any short-selling or hedging of our Common Stock during any time during the term of the Agreements. Pursuant to the Agreements, the Company is required to register all shares which the Leonite Fund I LP may acquire.

The foregoing is a summary description of certain terms of the Agreements. For a full description of all terms, please refer to the copy of the Agreements which are filed herewith as Exhibits 10.1 et seq. to this Current Report on Form 8-K and incorporated herein by reference. All interested parties are encouraged to read the entire text of the listed Agreements.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits

The following Exhibits are filed as part of this Report.





Exhibit
Number    Description

10.1        Convertible Promissory Note of September 1st, 2021, with the Leonite
          Fund I LP

10.2        Securities Purchase Agreement of September 1st, 2021, with the Leonite
          Fund I LP

10.3        Warrant Agreement of September 1st, 2021, with the Leonite Fund I LP

10.4        Convertible Promissory Note of September 1st, 2021, with MCUS LLC

10.5        Securities Purchase Agreement of September 1st, 2021, with MCUS LLC

10.6        Warrant Agreement of September 1st, 2021, with MCUS LLC

10.7        Registration Rights Agreement of September 1st, 2021, with MCUS LLC

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