Item 1.01 Entry into a Material Definitive Agreement.

On December 31, 2019, we completed the first phase of the second closing under the November 15, 2019 Asset Purchase Agreement (the "APA") between us and Link Labs, Inc., a Delaware corporation ("Link").The second closing under the APA was to take place on or before December 31, 2019 and involve (i) Link's provision of evidence of termination of the existing agreements (the "Termination of Agreements") constituting the second closing assets under the APA( which assets relate to the development, purchase and ongoing usage and maintenance fees for the IOTA Link and Conductor system supplied by Link to us),(ii) our payment of $1,000,000 in cash to Link, (iii)our payment of $430,666.67 in cash to Link (such payment representing the second and final payment of certain overdue invoice payments owed by us to Link), and (iv)our issuance of two promissory notes to Link( the "Notes"), ,each in the principal amount of $1,000,000, with the first of such notes due on or before March 31, 2020 and the second on or before June 30, 2020. Because we were not able to make the cash payments to Link described in (ii) and (iii) above by the December 31, 2019 due date under the APA, on that date we entered into a Side Letter Agreement with Link whereby we agreed to break the second closing into three phases . The first phase of the second closing which involved our issuance of the Notes was completed on December 31, 2019. The second phase which involved our payment of $1,000,000 to Link was completed on January 3, 2020. The third and final phase of the second closing which involves our payment of $430,666.67 to Link and Link's provision of the Termination of Agreements is scheduled to be completed on January 17, 2020.

The third and final closing under the APA remains scheduled to take place on or before June 30, 2020, the maturity date of the second Note.

The foregoing descriptions of the Notes and Side Letter Agreement do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the Notes and Side Letter Agreement, copies of which are filed as Exhibits 10.1, 10.2, and 10.3, respectively, to this Current Report on Form 8-K.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosures set forth in Item 1.01 are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.





(d)  Exhibits

ExhibitNumber                                 Exhibit Table
                $1,000,000 Promissory Note of the Company dated December 31,2019 due
  10.1   †      March 31,2020.
                $1,000,000 Promissory Note of the Company dated December 31,2019 due June
  10.2   †      30,2020.
                Side Letter Agreement dated December 31,2019 between the Company and Link
  10.3   †      Labs, Inc.

†Filed herewith

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