Item 1.01 Entry into a Material Definitive Agreement.
On October 9, 2019 the Company entered into a settlement agreement and
stipulation ("Settlement Agreement") with Trillium Partners LP ("Trillium") in
connection with the settlement of $219,460 of bona fide obligations the Company
owed to certain of its creditors. The Settlement Agreement was subject to
fairness hearing, and on November __, 2019 a Federal court in the District of
Maryland held a fairness hearing and granted approval of the Settlement
Agreement. If the Settlement Agreement is satisfied in full, the Company shall
reduce the Company's debt obligations equal to $219,460 in exchange for the
issuance of settlement shares of Company's common stock pursuant to the terms of
section 3(a)(10) of the Securities Act of 1933, in multiple tranches, at a price
equal to the lowest closing bid price for the common stock for the twenty
trading days immediately preceding the delivery of such tranche. At no time may
Trillium beneficially own more than 9.99% of the Company's outstanding common
stock.
The foregoing is a summary of the terms of the Settlement Agreement and is
qualified in its entirety by the Settlement Agreement attached hereto and
incorporated herein as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: The following exhibits are filed with this report:
Exhibit No. Description
10.1 SETTLEMENT AGREEMENT
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