Item 1.01 Entry Into a Material Definitive Agreement.
On May 6, 2022, we entered into a First Amendment to Settlement Agreement with
each of Alex Aliksanyan, our Chief Executive Officer and Director, William
McLeod, our Secretary and Director, Thomas Grbelja, our Chief Financial Officer
and Director, and Julio Fernandez, a former employee and current third-party
service provider, pursuant to which we amended a Settlement Agreement dated
February 4, 2022 with each such individual to clarify that certain other
agreements were not terminated in connection with the execution of the
Settlement Agreement, namely a Common Stock Purchase Warrant dated August 20,
2019 and a Securities Purchase Agreement dated December 10, 2020 (including a
Senior Convertible Promissory Note and Common Stock Purchase Warrant issued
thereunder).
Item 3.02 Unregistered Sale of Equity Securities.
On May 5, 2022, we issued a total of 335,505 shares of our common stock to eight
investors in connection with the exercise of Common Stock Purchase Warrants
issued pursuant to that certain Securities Purchase Agreement dated December 10,
2020. Each of the Common Stock Purchase Warrants was exercised at $0.02 per
share. In connection with the foregoing, Alex Aliksanyan, our Chief Executive
Officer and Director, received 30,505 shares of our common stock; Thomas
Grbelja, our Chief Financial Officer and Director, received 50,000 shares of our
common stock; and William McLeod, our Secretary and Director, received 50,000
shares of our common stock. The issuances of common stock were exempt from
registration pursuant to Section 4(a)(2) of the Securities Act of 1933, and the
holders were all either accredited or sophisticated investors familiar with our
operations.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Form of First Amendment to Settlement Agreement
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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