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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