Item 7.01 Regulation FD Disclosure.

The Company entered into a Binding Letter of Intent, dated January 26, 2021, with Recommrce Group, Inc. whereby the Company will acquire Recommerce Group, Inc., and related entities and assets, as a wholly owned subsidiary and as part of a corporate reorganization. The closing is based upon completion of proper due diligence by the parties and agreement on definitive documents as well as the necessary funding being in place. The closing is to be targeted to take place on or about March 31, 2021. Pursuant to the Letter of Intent, both parties may extend the date of closing upon mutual agreement.

The Company had previously entered into a Letter of Intent, dated February 20, 2018, for the purchase of Recommerce Group, Inc., but the parties were unable to reach a final agreement at that time, and the Letter of Intent expired.

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