Item 1.02 Termination of a Material Definitive Agreement.

As previously reported, on October 6, 2021, Leet Technology Inc. (the "Company") entered into a purchase agreement, dated as of October 6, 2021 (the "Purchase Agreement"), and a registration rights agreement, dated as of October 6, 2021 (the "Registration Rights Agreement" and together with the Purchase Agreement, the "Agreements"), with Lincoln Park Capital Fund, LLC ("Lincoln Park"), pursuant to which Lincoln Park committed to purchase up to $15.0 million of the Company's common stock, par value $0.0001 per share (the "Common Stock"). The Company first reported its entry into the Agreements in a current report on Form 8-K filed with the Securities and Exchange Commission on October 13, 2021.

On November 3, 2022, the Company and Lincoln Park mutually agreed, in writing, to terminate each of the Agreements, effective as of 4:30 p.m., Eastern time, on such date, including all representations, warranties, covenants and agreements of the parties therein, other than the indemnification and related obligations of the Company in the Purchase Agreement, which will survive termination. In addition, the Company agreed that it will not effect or enter into an agreement to effect any issuance by the Company of Common Stock in a committed equity facility of the type contemplated by the Agreements, or a substantially similar transaction, whereby an investor is irrevocably bound to purchase Common Stock from the Company over a period of time at prices based on the market price of the Common Stock at the time of each such purchase, other than with Lincoln Park.

No shares of Common Stock were sold by the Company to Lincoln Park pursuant to the Purchase Agreement.

A copy of the termination agreement, dated November 3, 2022, by and between the Company and Lincoln Park, pursuant to which the parties mutually agreed to terminate the Agreements is attached hereto as Exhibit 10.1, and the foregoing description of such termination agreement is qualified in its entirety by reference to Exhibit 10.1 hereto.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



 Exhibit
 Number:     Description:

   10.1        Termination Agreement, dated November 3, 2022, by and between Leet
             Technology Inc. and Lincoln Park Capital Fund, LLC.
   104       The cover page from this Current Report on Form 8-K, formatted in
             Inline XBRL












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