Item 1.01 Amendment to Material Definitive Agreement.
1. Pursuant to that certain Securities Purchase Agreement (as amended, the "July
SPA") dated as of
On
? The Holder released from the Control Account$1,000,000 in cash by wire transfer of immediately available funds to the Company onMay 1, 2023 . ? The Company shall, on or prior to the earlier of (i)July 17, 2023 and (ii) the date that is ten (10) days immediately following the date the Company files with theSecurities and Exchange Commission (the "SEC") its Quarterly Report on Form 10-Q for the fiscal quarter endedMarch 31, 2023 , file a registration statement on Form S-1 with theSEC for a secondary offering of shares of Common Stock, preferred stock and/or warrants to purchase Common Stock on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "New Registration Statement"). ? The Company shall consummate a Subsequent Placement of Common Stock, preferred stock and/or warrants to purchase Common Stock pursuant to the New Registration Statement on or prior to the date that is fourteen (14) days after the filing of the New Registration Statement, which shall generate gross proceeds to the Company of at least$10,000,000 (the "July 2023 Subsequent Placement"). ? The Company shall simultaneously with the consummation of any Subsequent Placement consummated on or after the date hereof, including, without limitation, theJuly 2023 Subsequent Placement, until the date the July Note is no longer outstanding, use at least fifty percent (50%) of the Subsequent Placement Proceeds (as defined below) to redeem the July Note from the Holder in cash at a price equal to the Conversion Amount being redeemed. As used herein, the "Subsequent Placement Proceeds" means the gross proceeds generated to the Company from any Subsequent Placement consummated from and after the date hereof, less (i) direct fees and expenses incurred by the Company in connection with the consummation of such Subsequent Placement and (ii) any cash therefrom paid by the Company to the sellers in connection with the A360 acquisition, as described in Proposal 7 set forth in the Company's definitive Proxy Statement on Schedule 14A filed with theSEC onMarch 31, 2023 . ? In the event the Holder or any of its Affiliates participates in theJuly 2023 Subsequent Placement or any other Subsequent Placement consummated by the Company from and after the date hereof while the July Note remains outstanding, any purchase price to be paid by the Holder or any of its Affiliates in such Subsequent Placement shall be used to redeem the July Note to the extent it remains outstanding at a price equal to the Conversion Amount being redeemed and the Holder or any of its Affiliate may, in its sole and absolute discretion, elect to set off such payment at the closing of such Subsequent Placement. Item 9.01 Exhibits 99.1 Agreement
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