ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On November 3, 2022, the Company entered into a Standby Equity Commitment Agreement with MacRab, LLC ("MacRab")

Under the Agreement, sometimes commonly referred to as an "Equity Line", MacRab agreed to provide the Company with up to $3,000,000 of funding through the purchase of shares of the Company's common stock.

During the term of the Agreement, the Company, at its sole discretion, may deliver a Put Notice to MacRab which will specify the number of shares which the Company wants to sell under the Agreement. The maximum amount the Company can sell at any one time is the lesser of $250,000, or:





    ·   200% of the average trading volume of the Company's common stock;
    ·   during the six trading days immediately preceding the Put Date;
    ·   multiplied by the lowest volume weighted average price of the Company's
        common stock; or
    ·   during the six trading days immediately preceding the Put Date.

A closing will occur within eight trading days following the delivery of the Put Notice. On any Closing Date, the Company will sell, and MacRab will purchase, the shares of the Company's common stock specified in the Put Notice.

The amount to be paid by MacRab on a particular Closing Date will be determined:





    ·   by multiplying the number of shares to be sold;
    ·   by 89% of the average of the two lowest volume weighted average prices of
        the Company's common stock; or
    ·   during the six trading days following the delivery of the shares to MacRab
        as specified in the Put Notice.

The Company is under no obligation to submit any Put Notices.

The Standby Equity Commitment Agreement will terminate on November 3, 2024 unless sooner terminated pursuant to the terms of the Agreement. The Company has agreed to file a registration statement with the Securities and Exchange Commission so that the shares of common stock to be sold to MacRab may be sold in the public market.

Item 9.01 Financial Statement and Exhibits





Number      Description
  10.3        Standby Equity Commitment Agreement
  10.4        Registration Rights Agreement
104         Cover Page Interactive Data File (embedded within the Inline XBRL
            Document)





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