Item 1.01 Entry into a Material Definitive Agreement.






As disclosed in the Current Report on Form 8-K that we filed on December 23,
2022, we entered into subscription agreements (the "Subscription Agreement")
with certain accredited investors, pursuant to which we issued an aggregate of
517,0000 shares of our common stock, par value $0.0001 per share, at a per share
purchase price of $3.00, for aggregate gross proceeds of $1,551,000 (the
"Offering"). On January 10, 2023, we held a second close of the Offering,
pursuant to which we issued an aggregate of 214,667 shares of our common stock
for aggregate gross proceeds of $644,000. On March 31, 2023, we held the third
closing of the Offering, pursuant to which we issued an aggregate of 715,666
shares of our common stock for aggregate gross proceeds of $2,147,000.
Accordingly, the Offering has so far resulted in total gross proceeds of
$4,342,000 to the Company.



In connection with the Subscription Agreement, the Company also entered into a
Registration Rights Agreement with the Investors, pursuant to which the Company
agreed to register all of the shares of common stock issued in the Offering,
including the shares of common stock underlying the warrant issued to the
placement agent.



Pursuant to the Offering, for the third closing, the Company paid a cash
placement agent fee in the amount of $117,760.10 and will issue placement agent
warrants ("Placement Agent Warrants") to purchase up to 6,720 shares of common
stock at an exercise price of $3.00 per share.



The Subscription Agreement also contains customary representation and warranties
of the Company and the Investors, indemnification obligations of the Company,
termination provisions, and other obligations and rights of the parties.



The foregoing description of the Subscription Agreement, Registration Rights
Agreement and form of Placement Agent Warrants is qualified by reference to the
full text of the forms of Subscription Agreement, Registration Rights Agreement
and form of Placement Agent Warrants, which are filed as Exhibits hereto and
incorporated herein by reference.



Neither this Current Report on Form 8-K, nor any exhibit attached hereto, is an
offer to sell or the solicitation of an offer to buy the Shares described
herein. Such disclosure does not constitute an offer to sell, or the
solicitation of an offer to buy nor shall there be any sales of the Company's
securities in any state in which such offer, solicitation or sale would be
unlawful. The securities mentioned herein have not been registered under the
United States Securities Act of 1933, as amended, and may not be offered or sold
in the United States absent registration or an applicable exemption from the
registration requirements under the Securities Act and applicable state
securities laws.

Item 3.02 Unregistered Sales of Equity Securities.


The information contained above under Item 1.01, to the extent applicable, is
hereby incorporated by reference herein. Based in part upon the representations
of the Investors in the Subscription Agreement, the offering and sale of the
shares of common stock was made in reliance on the exemption afforded by Section
4(a)(2) of the Securities Act and Rule 506 of Regulation D under the Securities
Act and corresponding provisions of state securities or "blue sky" laws. The
shares of common stock have not been registered under the Securities Act or any
state securities laws and may not be offered or sold in the United States absent
registration with the SEC or an applicable exemption from the registration
requirements. The sale of the shares of common stock did not involve a public
offering and was made without general solicitation or general advertising. The
Company relied on this exemption from registration based in part on
representations made by the Investors.

Neither this Current Report on Form 8-K nor any exhibit attached hereto is an
offer to sell or the solicitation of an offer to buy shares of common stock or
other securities of the Company.



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Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.




Exhibit
Number    Exhibit
4.2         Form of Placement Agent Warrant (incorporated by reference to the 8-K filed on December 23, 2022)
10.1        Subscription Agreement (incorporated by reference to the 8-K filed on December 23, 2022)
10.2        Registration Rights Agreement (incorporated by reference to the 8-K filed on December 23, 2022)
104       Cover Page Interactive Data File (embedded within the Inline XBRL

document)




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