Bridge Financing

– Convertible Debentures

June 26 2020,

we entered into a Securities Purchase Agreement with

two

institutional investors, pursuant to which we received gross proceeds of

$1,050,000

in exchange for the issuance of:(i)

Original Issue Discount Senior Secured Convertible Debentures (the “Convertible Debentures”) in the aggregate principal amount of

$1,200,000;

and (ii) ive-year warrants (the

“June 2020

Warrants”) to purchase an aggregate of

2,400,000

shares of our common stock at an exercise price of

$0.50

per share. The Convertible Debentures are secured by substantially all of the Company's assets.

The Convertible Debentures mature in

twelve

months, bear interest at a rate of

per annum, and are convertible into our common stock after

six

months at an initial conversion price of

$0.50

per share. Interest is payable quarterly in cash, or if certain conditions are met, we

may

pay accrued interest in shares of our common stock. The Convertible Debentures

may

be prepaid at any time for the

first

days at face value plus accrued interest. From day

through day

180,

the Convertible Debentures

may

be prepaid in an amount equal to

110%

of the principal amount plus accrued interest. From day

181

through day

365,

may

be prepaid in an amount equal to

120%

of the principal amount plus accrued interest.

The Convertible Debentures will convert into common stock upon our consummation of a public offering of common stock with gross proceeds of

$6,000,000

or more, and which results in the listing of our common stock on a national securities exchange. The conversion price is equal to the lower of (i)

$0.50

per share or (ii)

80%

of the offering price in the offering.

We recorded a total of

$769,334

debt discount upon the issuance of the Convertible Debentures, including the

$457,834

fair value allocated to the warrants (recorded as Additional Paid-in Capital),

$161,501

of direct transaction costs incurred, and

$150,000

original issue discount. The debt discount is amortized to interest expense over the term of the loan. Interest expense associated with the Convertible Debentures was

$5,703

for the

three

-month period ended

June 30, 2020,

consisting of

$5,045

of debt discount amortization and

$658

of accrued interest payable.

The following table summarizes the carrying value of the Convertible Debentures as of

June 30, 2020:

Principal value	$	1,200,000
Debt discount		(769,334	)
Net original carrying value		430,666
Amortization of debt discount		5,045
Carrying value at June 30, 2020	$	435,711