Material Agreement Form 8 K

Restructuring plans and elimination of obligations

The Company has begun a restructuring of its obligations including all debts, notes, accounts payable and certain of its previously issued preferred shares. As of this date, and effective September 28, 2024, it has received executed agreements for the exchange into restricted common stock, or cancellation, of approximately $1.1 million of obligations. The agreement calls for the number of shares to be issued in exchange for the debt cancellation to be determined using a price per share of $4.00. There is also an undertaking to file a registration statement for the shares within 120 days. The Company expects to realize a substantial gain on the transactions, subject to final review by its auditors. As contemplated it expects to issue approximately 300,000 shares of stock in conjunction with these transactions. A copy of the form of the Obligation Exchange agreement is included in the exhibits to this filing along with a copy of the letter that accompanied the exchange agreements.

Extinguishment of all outstanding warrants

The Company is in the process of notifying the holders of any outstanding warrants that it intends to cancel those warrants effective immediately. All participants in its restructuring activities, including the obligation exchange noted above, have agreed to the cancelation of their warrants. All of the warrants were priced at levels that make them useless in the near term, and the accounting related to their existence has become excessively burdensome.