Item 1.01. Entry into a Material Definitive Agreement.

On December 15, 2022, Bubblr, Inc. (the "Company") entered into a second amendment to its outstanding Convertible Promissory Notes issued by the Company on June 30, 2021 (the "June 2021 Notes") and a second amendment (the "Amendment No. 2") to its outstanding Convertible Promissory Notes issued by the Company on November 5, 2021 (the "November 2021 Notes", and together with the June 2021 Notes, the "Notes") (collectively, the "Amendment No. 2"). Pursuant to the terms of the Amendment No. 2, the conversion price of the Notes was amended to equal to $0.50 per share of the Company common stock, par value $0.01 per share (the "Common Stock") from $1.15 per share. As a result of this amendment, as of December 15, 2022, if the outstanding principal amount of the June 2021 Notes ($2,112,150) and November 2021 Notes ($175,630) and accrued but unpaid interest on the June 2021 Notes ($21,120) and November 2021 Notes ($3,659) were converted, an additional 4,347,520 shares of Common Stock and 358,578 shares of Common Stock, respectively, would issuable upon such conversion. The amendment was approved by holders of a majority in interest of the outstanding Notes.

The foregoing description of the Amendment No. 2 does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of such documents, which are attached as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K and incorporated by reference herein.

Item 3.03 Material Modification to Rights of Security Holders.

The description regarding the Amendment No. 2 described in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 9.01 Financial Statements and Exhibits





(d) Exhibits



Exhibit Number   Description
4.1                Form of Amendment No. 2 to 2021 Convertible Promissory Notes
                 issued June 30 2021, dated as of December 15, 2022.(1)

4.2                Form of Amendment No. 2 to 2021 Convertible Promissory Notes
                 issued November 05 2021, dated as of December 15, 2022.(1)




       (1) Incorporated by reference on Form8-K filed with the Securities and
           Exchange Commission on December 21, 2022.




  2

© Edgar Online, source Glimpses