9. SUBSEQUENT EVENTS

In July 2024, investors agreed to purchase Secured Convertible Promissory Notes (“the Fourth and Fifth Closing 2024 Notes”) in the aggregate principal amount of $264,000 in exchange for cash proceeds of $220,000, net of an OID of $44,000. These notes are secured by tangible and intangible assets of the Company, bears interest at rate of 10% per annum, convertible to common stock at a conversion rate of $0.50 and will mature on August 15, 2024.

In July 2024, the Company executed a loan agreement of approximately $230,000 to finance the Company’s insurance premiums for fiscal years 2024 and 2025. The loan is secured by the Company’s tangible and intangible assets, bears interest at a rate of 8.48% per annum, payable on a monthly installment basis of approximately $24,000 and will mature July 2025.

In August 2024, investors agreed to purchase Secured Convertible Promissory Notes (“the Sixth Closing 2024 Notes”) in the aggregate principal amount of $105,000 in exchange for cash proceeds of $87,500, net of an OID of $17,500. These notes are secured by tangible and intangible assets of the Company, bears interest at rate of 10% per annum, convertible to common stock at a conversion rate of $0.50 and will mature on August 15, 2024.

In August 2024, the Company also entered into Amendment No. 18 to the First 2022 Notes, Amendment No. 18 to the Second 2022 Notes, Amendment No. 13 to the Third 2022 Notes, Amendment No. 4 to the Fourth 2022 Notes, and Amendment No. 2 to the First 2024 Notes (together, the “Amendments to the Notes”). Under the Amendments to the Notes, the First 2022 Notes, Second 2022 Notes, Third 2022 Notes, Fourth 2022 Notes, and First 2024 Notes (which, for the avoidance of doubt, are the first through sixth closings of the First 2024 Notes) (together, the “Notes”) were amended to extend the date of the completion of an “Uplist” (as defined therein) and to extend the respective maturity date of each of the Notes from August 15, 2024 to September 15, 2024.