Item 1.01 Entry into a Material Definitive Agreement

On March 8, 2022, we executed a Stock Purchase and Mutual Release Agreement (the "Agreement"). Under the Agreement, we divested our ownership of our former subsidiary SmartAxiom, Inc. ("SA"). The decision was made due to certain critical factors including, but not limited to, 1) the focus of our company towards exclusively the medical technology industry, 2) the slow progress of performance from SA in comparison to the results already underway with the CareClix acquisition, and 3) in order to redeploy resources towards the growth potential of the CareClix group of companies. Under the Agreement, we agreed to transfer all of our equity ownership in SA to Amit Biyani in exchange for Mr. Biyani's agreement to return to us, for cancellation: (ii) 7,794,695 shares of our common stock; and (ii) 128,822 shares of our Series D Preferred Stock. In addition, SA and Mr. Biyani have agreed to arrange for the return and cancellation of not less than 64,942 shares of our Series D Preferred Stock currently held by other former shareholders of SA. By agreement among the parties, the divestiture of SA will be deemed legally effective as of December 31, 2021. The Agreement also contains mutual releases amongst the parties.

Also on March 8, 2021, and in connection with the Agreement, SA issued us an 8% Unsecured Convertible Note in the amount of $250,000 dated February 28, 2022 (the "Note"). The Note bears interest at a rate of 8 percent per year, with all principal and interest due on or before February 28, 2024. All unpaid principal and interest owing under the Note may, at our option, be converted in whole into a number of fully-paid and non-assessable shares of common stock of SA having a value equal to the Note balance converted at an assumed total valuation of SA of $6,250,000 on fully diluted basis.

The Agreement and the Note contain numerous additional terms, covenants, and conditions and should be reviewed in their entirety for additional information.

Section 9 - Financial Statements and Exhibits Item

9.01 Financial Statements and Exhibits

Exhibit No. Description

10.1 Stock Purchase and Mutual Release Agreement

10.2 8% Unsecured Convertible Note

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