NEUROPATHIX, INC. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sale of Equity Securities, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement

On March 21, 2022, Neuropathix, Inc. (the "Company") issued three (3) convertible notes on identical terms to three private investors having an aggregate face value of $150,000 (the "Convertible Notes"). The Convertible Notes were issued in exchange for an aggregate of $150,000 cash received by the Company.

Each of the Convertible Notes is (i) unsecured; (ii) bears interest at a rate of 3% per annum; (iii) matures on March 21, 2032; and (iv) in the sole discretion of the holder, is convertible, in whole or in part, into restricted shares of the Company's common stock at a conversion price equal to the lesser of $0.01 or 70% of the average of the two (2) lowest closing prices of the Company's common stock in the ten (10) trading days preceding any particular conversion, provided, the holder is prohibited from converting the convertible note, or portion thereof, if such conversion would result in beneficial ownership by the holder and its affiliates of more than 4.9% of Company's issued and outstanding common stock as of the date of the conversion.

The foregoing summary of the Convertible Notes does not purport to be complete and is subject to, and qualified in its entirety, by reference to the form of Convertible Note attached hereto as Exhibits 10.1, which 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 set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
   #                                      Description
  10.1       Form of Convertible Note dated March 21, 2022.
104        Cover Page Interactive Data File - the cover page XBRL tags are embedded
           within the Inline XBRL Document


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