Item 1.01 Entry into a Material Definitive Agreement

On April 6, 2021, Samsara Luggage, Inc. (the "Company") entered into a Securities Purchase Agreement ("SPA") with YAII PN, Ltd. (the "Investor"), pursuant to which the Investor will invest $150,000, and the Company will issue a convertible debenture and warrants to the Investor. The $150,000 investment was provided upon signature of the SPA. The funds are expected to be used to finance Samsara's working capital and other general corporate needs.

The investment will bear interest at an annual rate of ten percent (10%) and will be repayable after two years. The investment will be convertible at any time into shares of the Company's Common Stock at a conversion price equal to the lower of (a) $3.46, or (b) 80% of the lowest the daily dollar volume-weighted average price for the Company's Common Stock during the 10 trading days immediately preceding the conversion date.

As part of the transaction, the Company will issue to the Investor warrants to purchase an aggregate of 10,838 shares of Common Stock, at an exercise price equal to $3.46. The term of each warrant is five years from the issue date. Each warrant may be exercised by cash payment or through cashless exercise by the surrender of warrant shares having a value equal to the exercise price of the portion of the warrant being exercised.

The SPA and the convertible debentures contain events of default, including, among other things, failure to repay the convertible debentures by the maturity date, and bankruptcy and insolvency events, that could result in the acceleration of the Investor's right to convert the convertible debentures into shares of common stock.

A copy of the SPA, the form of the convertible debenture, and the form of the warrants are attached hereto as Exhibit 10.1, Exhibit 10.2, and Exhibit 10.3, respectively, and are incorporated herein by reference. The foregoing descriptions of the terms and conditions of the SPA, the convertible debenture, and the warrant are qualified in their entirety by reference to the full text of the SPA the convertible debenture, and the warrant.

The Company has issued the convertible debenture and the warrant under the exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933 (the "Securities Act"). We expect that any issuance of shares of common stock pursuant to the terms of the convertible debentures and the warrants will be exempt from registration under Section 4(a)(2) of the Securities Act and regulations promulgated thereunder. None of these transactions involved any underwriters, underwriting discounts or commissions, or any public offering, and the Investor had adequate access, through their relationships with us, to information about us.

The shares of common stock to be issued in the event of conversion of the convertible debenture and upon exercise of the warrants will not be registered under the Securities Act, or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.





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Item 9.01 Financial Statements and Exhibits





(d) Exhibits

The following Exhibits are filed as part of this Report.





Exhibit
Number    Description

10.1        Securities Purchase Agreement, signed April 6, 2021, between Samsara
          Luggage, Inc. and YAII PN, Ltd.

10.2        Form of Convertible Debenture

10.3        Form of Warrant to Purchase Common Stock




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