Item 1.01 Entry into a Material Definitive Agreement.

Agreement with Boustead Securities

On November 9, 2022, the Company executed an Agreement with Boustead Securities for a Proposed Pre-IPO Financing, Initial Public Offering and Corporate Transactions (the "Agreement"). The Agreement contemplates that Boustead Securities could act as the underwriter of a future public offering of the Company's securities based on certain terms and conditions described in the Agreement. The Agreement describes, among other things, the success fees or compensation that the Company will be obligated to pay to Boustead Securities in the event that the Company engages in certain transactions described in the Agreement such as a private placement offering, a public offering, merger, acquisition, joint venture, license, etc., during the term of the Agreement or during a tail period (12 months following termination of the Agreement) thereafter. The Agreement terminates


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upon the later of: (a) eighteen months from the date of the Agreement; (b) twelve months from the closing date of a public offering of the Company's securities (if one is engaged in); or (c) the mutual agreement of the parties. The Agreement does not contain any obligation on the part of the Company to engage in any such transactions or for Boustead Securities to participate in any such transactions with the Company. In the Agreement, the Company grants to Boustead Securities an irrevocable right of first refusal for approximately two years following the termination of the Agreement to act as the sole investment banker, sole book-runner, sole financial advisor and/or sole placement agent, at Boustead's sole discretion, for each transaction described in the Agreement.

A copy of the Agreement with Boustead Securities is attached to this Current Report as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.

Exhibit No. Description of Exhibits

10.1 Agreement with Boustead Securities dated November 9, 2022

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