Item 3.02 Unregistered Sales of Equity Securities.

On March 29, 2021 (the “Closing Date”), the Registrant entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Leviston Resources LLC (the “Purchaser”) dated March 26, 2021, pursuant to which the Registrant sold to the Purchaser, and the Purchaser purchased from the Registrant, 5,000 shares of the Registrant’s Series B Preferred Stock, par value $0.0001 per share (“Series B Preferred Stock”) with an aggregate stated value of $5,400,000 (the “Closing Shares”), a Series B Preferred Stock Purchase Warrant to purchase 5,000 shares of Series B Preferred Stock, having a term expiring on March 26, 2023 and a per share exercise price (subject to adjustment for stock splits, reverse stock splits, mergers or reorganizations, and similar changes affecting shares of the Registrant’s common stock, par value $0.0001 per share (“Common Stock”) and/or securities entitling the holder thereof to acquire shares of Common Stock, as applicable) of $1,000 (the “Series 1 Warrant”), and a Series B Preferred Stock Purchase Warrant to purchase 5,000 shares of Series B Preferred Stock, having a term expiring on March 26, 2024 and a per share exercise price (subject to adjustment for stock splits, reverse stock splits, mergers or reorganizations, and similar changes affecting shares of Common Stock and/or securities entitling the holder thereof to acquire shares of Common Stock, as applicable) of $1,000 (the “Series 2 Warrant” and together with the Series 1 Warrant, the “Warrants,” and together with the Closing Shares, the “Securities”). The aggregate purchase price for the Securities is $5,000,000, which the Purchaser will pay as follows: $2,000,000 on the Closing Date; $500,000 on or before the date that is three business days from the date that the Registrant files, in accordance with the terms and provisions of the Registration Rights Agreement (as defined below), a registration statement relating to the shares of Common Stock issuable upon conversion of the Closing Shares and the shares of Series B Preferred Stock issuable upon exercise of the Warrants; and $2,500,000 on or before the date that is three business days from the date that such registration statement is declared effective in accordance with the terms and provisions of the Registration Rights Agreement. The Warrants are exercisable on a cashless basis (in accordance with the formula set forth therein) if, after 60 days following the Closing Date, there is no registration statement registering, or the prospectus contained therein is not available for the issuance of, the shares of Common Stock issuable upon conversion of the Series B Preferred Stock issuable upon exercise of the Warrants. The Registrant may also force exercise of the Series 1 Warrant if the volume-weighted average price of Common Stock (“VWAP”) exceeds 250% of the 125% Conversion Price (defined below) for five consecutive trading days, and may force exercise of the Series 2 Warrant if the VWAP exceeds 350% of the 125% Conversion Price for five consecutive trading days.

Under the Purchase Agreement, the Registrant agreed, for a period of 12 months from the Closing Date, not to create, incur, assume or guarantee any indebtedness for borrowed money of any kind (other than trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice) or amend or refinance any existing indebtedness for borrowed money of any kind, including, without limitation, a guarantee on or with respect to any of its properties or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom. In addition, the Registrant agreed to indemnify the Purchaser and its affiliates against claims relating to any breach of any of the Registrant’s representations, warranties, covenants or agreement sunder the Purchase Agreement and the related transaction documents (the “Transaction Documents”), or any action instituted against the Purchaser and its affiliates with respect to any of the transactions contemplated under the Transaction Documents, other than actions solely based on the Purchaser’s or its affiliates’ material breach of their representations, warranties or covenants under the Transaction Documents or other agreements among such parties, any violation of state or federal securities laws, or any conduct finally adjudged to constitute fraud, gross negligence or willful misconduct. The Registrant also granted to the Purchaser, for a period of 24 months following the Closing Date, the right to participate on the same terms, conditions and price, in the Registrant’s issuance of any shares of Common Stock or securities entitling the holder thereof to acquire shares of Common Stock (other than customarily excluded issuances), up to an aggregate amount of 35%. The Registrant also agreed, for a period of 30 days after the Closing Date, not to issue or announce the issuance or proposed issuance of any shares of Common Stock or securities entitling the holder thereof to acquire shares of Common Stock.

Under the Purchase Agreement, the Registrant has the right, at any time from and after the one-month anniversary of the effective date of the registration statement filed pursuant to and in accordance with the terms and provisions of the Registration Rights Agreement, to repurchase shares of unconverted Series B Preferred Stock upon 30 days’ prior written notice to the Purchaser, for an amount equal to 125% of the aggregate stated value of such shares.

On March 29, 2021, the Registrant and the Purchaser also entered into a Registration Rights Agreement dated March 26, 2021 (the “Registration Rights Agreement”) pursuant to which the Registrant agreed, at its expense, to file (on or before the 21^st day following the Closing Date), use commercially reasonable efforts to effectuate (on or before the 60^th day following the Closing Date, provided that in the case of a full review by the staff of the Securities and Exchange Commission (the “Commission”), such date shall be on or before the 90^th day following the Closing Date), and use commercially reasonable efforts keep continuously effective (until all registrable securities covered thereby have been sold) a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the resale on a continuous basis pursuant to Rule 415 promulgated under the Securities Act (and subject to the requirements and limitations thereof), of the shares of Common Stock issuable upon conversion of the Closing Shares and the Series B Preferred Stock issuable upon exercise of the Warrants (collectively, the “Registrable Securities”), and to qualify resales of such shares under applicable state securities laws. In the event the Commission does not permit the Registrant to register all of the Registrable Securities due to the requirements or Rule 415 promulgated under the Securities Act, the Registrant agrees to amend the applicable registration statement (if permissible), or file a new registration statement, or both, so as to cover at least the shares of Common Stock issuable upon conversion of the Closing Shares as of the trading day immediately preceding the date of the filing of such amendment or new registration statement 20 days after the necessity therefor arises (but taking into account any Commission position with respect to the date on which the Commission will permit such amendment and/or such new registration statement to be filed with the Commission). In addition, if at any time an additional registration statement is required to be filed because at such time the actual number of Registrable Securities exceeds the number of Registrable Securities registered for resale pursuant to an effective registration statement, the Registrant is obligated to file an additional registration statement registering the remaining Registrable Securities on or before the 30^th business day following such occurrence, and to use commercially reasonable efforts to cause such additional registration statement to be declared effective by the Commission within 90 days after such filing, provided that if the prior registration statement was filed within six months of such 30-business day period, then the 30-business day period shall commence immediately after the expiration of the date that is six months after the filing of the prior registration statement.

Under the Registration Rights Agreement the Registrant is obligated to indemnify the Purchaser and its affiliates against claims arising out of any violation of securities laws or untrue statement of a material fact contained in a registration statement, prospectus or form of prospectus or in any amendment or supplement thereto, or any omission of a material fact required to be stated therein or necessary to make the statements provided therein (in the case of any prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, except to the extent that such untrue statements or omissions are based solely upon information regarding the Purchaser or its affiliates furnished in writing to the Registrant by the Purchaser for use therein. The Purchaser is obligated to indemnify the Registrant and its affiliates against claims arising out of any violation of securities laws or untrue statement of a material fact contained in a registration statement, prospectus or form of prospectus or in any amendment or supplement thereto, or any omission of a material fact required to be stated therein or necessary to make the statements provided therein (in the case of any prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, only to the extent that such untrue statements or omissions are contained in any information so furnished in writing by the Purchaser to the Registrant specifically for inclusion in such registration statement or prospectus. If the Registrant fails to comply with its obligations under the Registration Rights Agreement, the Registrant may owe liquidated damages to the Purchaser as set forth in the Registration Rights Agreement.

The Closing Shares and the Warrants issued to the Purchaser under the Purchase Agreement were not registered under the Securities Act and were issued and sold in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.

Copies of the Purchase Agreement, the Registration Rights Agreement and the Warrants are filed as exhibits to this Current Report on Form 8-K and are incorporated herein by reference. The summary of these agreements set forth above is qualified by reference to such exhibits.