Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on June 8, 2021, the Company entered into a Common
Stock Purchase Agreement (the “CSPA”) with Triton Funds, LP, a Delaware limited partnership (“Triton Funds”),
an unrelated third party. Subject to the terms and conditions set forth in the CSPA, the Company agreed to sell Common Stock of the Company
to Triton Funds having an aggregate value of $750,000 at a fixed price of $1.50 per share.
The CSPA required that the Company issue to Triton Funds an Administrative
Fee of 25,000 shares of Common Stock and a deduction of $10,000 from the investment amount at Closing.
Under the CPSA, Triton Funds’ obligation to purchase securities was
conditioned on an effective registration statement for the shares being purchased and Triton Funds’ ownership not exceeding 4.99%
of the issued and outstanding shares of the Company giving effect to such purchase.
In connection with the CSPA, the Company also executed a Common Stock Purchase
Warrant (the “Warrant”) under which Triton Funds is granted a three-year right to purchase up to 500,000 common shares of
the Company (the “Warrant Shares”) subject to the terms and conditions of the Warrant.
On August 17, 2021, the Company amended and restated the CPSA (the “Amended
CPSA”), to amend and restate the structure of the financing. Pursuant to the Amended CPSA, the Company agreed to sell to Triton
Funds up to $1 million in shares of the Company’s Common Stock (the “Investment Amount”), which shall not exceed $100,000
per purchase notice to Triton Funds, during the period beginning on the execution date of the Amended CPSA and ending on the earlier of
(i) the date on which Triton Funds has purchased a number of the Company’s Common Stock pursuant to the Amended CPSA equal to the
Investment Amount or (ii) June 30, 2022, at the purchase price set forth in the Amended CPSA (the “Purchase Price”).
Pursuant to the Amended CPSA, the “Purchase Price” means 85%
of the lowest daily VWAP of our common stock during the “Valuation Period.” Pursuant to the Amended CPSA, the “Valuation
Period” means the five (5) Business days prior to the closing date of a purchase notice under the Amended CPSA.
The Amended CPSA still requires the Company to deduct $10,000 from the
Investment Amount and Triton Funds is permitted to retain the 25,000 shares of Common Stock previously issued under the CPSA. Triton Funds
agreed to return the Warrant to the Company, which the parties considered null and void as of the date of the Amended CPSA. Finally, the
Company agreed to issue to Triton Funds another 25,000 shares of Common Stock.
Triton Funds’ obligation to purchase securities remains conditioned
on an effective registration statement for the shares being purchased and Triton Funds’ ownership not exceeding 4.99% of the issued
and outstanding shares of the Company giving effect to such purchase.
The foregoing description of the Amended CPSA is a summary, does not purport
to be complete, and is qualified in its entirety by reference to the full text of the Amended CPSA, a copy of which is attached as Exhibit
10.1, to this Current Report on Form 8-K and incorporated by reference.