Item 1.01 Entry Into A Material Definitive Agreement

On August 3, 2022, we issue to an accredited investor a two year convertible promissory note in the principal amount of $1,100,000 (the "Note").

The Note bears interest at 7% per annum. We have the right to prepay the Note at any time. All principal on the Note is convertible into shares of our common stock after six months from issuance at the election of the holder at a conversion price equal $1.00 per share.

The foregoing description of the Note and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Note, which is included in this Current Report as Exhibit 2.1, and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information contained in Item 1.01 above is incorporated herein by reference into this Item 2.03.




Item 8.01 Other Events

On August 9, 2022, we issued a press release concerning the Convertible Promissory Note. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 8.01 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits





2.1      Convertible Promissory Note, dated August 3, 2022

99.1      Press Release, dated August 5, 2022



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