SPYR SPYR Inc (CE)

Item 1.01 Entry into a Material Definitive Agreement.

(a)(1) SPYR, Inc. (the “Registrant”) entered into a material definitive agreement not made in the ordinary course of its business on September 20, 2021. The parties to the agreement are the Registrant and Ares Capital, Inc., a Washington corporation (“Ares”). A material relationship exists between the Registrant and Ares. During fiscal year 2021, Ares loaned the Registrant an aggregate of $198,333.

(a)(2) Pursuant to a Common Stock Purchase Agreement between the Registrant and Ares, Ares agreed to invest up to Fourteen Million Dollars ($14,000,000.00) to purchase the Registrant’s Common Stock, par value $0.0001 per share. Coincidentally, the Registrant and Ares entered into a Registration Rights Agreement, as an inducement to Ares to execute and deliver the Common Stock Purchase Agreement, whereby the Registrant agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, and applicable state securities laws, with respect to the shares of Common Stock issuable for Ares’ investment pursuant to the Common Stock Purchase Agreement. The Common Stock Purchase Agreement terminates five years after the Effective Date, or conditioned upon the following events: (i) when Ares has purchased an aggregate of Fourteen Million Dollars ($14,000,000.00) in the Registrant’s Common Stock; (ii) at such time that the Registration Statement agreed to in the Registration Rights Agreement is no longer in effect: (iii) upon Ares’ material breach of contract; (iv) in the event a voluntary or involuntary bankruptcy petition is filed concerning the Registrant; or, (v) if a Custodian is appointed for the Registrant or for all or substantially all of its property or the Registrant makes a general assignment for the benefit of its creditors.