UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: ~~January~~April 3128, 2022

INNERSCOPE HEARING TECHNOLOGIES, INC.

(Exact name of Registrant as specified in its Charter)

Nevada	333-209341	46-3096516
(State or Other Jurisdiction of	(Commission File Number)	(I.R.S. Employer Identification No.)
Incorporation)

2151 Professional Drive, Second Floor, Roseville, CA 95661

(Address of Principal Executive Offices)

(833) 788-0506

(Registrant’s Telephone Number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see general instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14-a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☑

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1 8.0201 ~~TERMINATION~~OTHER ~~OF A MATERIAL DEFINITIVE AGREEMENT~~ EVENTS

On ~~January~~April 3128, 2022, ~~GS Capital Partners, LLC agreed to forgive several convertible promissory notes issued by~~ the Registrant.’s ~~Specifically,~~wholly-owned ~~convertible promissory notes in the following principal amounts~~subsidiary, ~~and~~HearingAssist, ~~executed~~II, ~~on the following dates were forgiven in their entirety~~LLC, ~~including~~received ~~accrued interest: (i)~~ a ~~$165,000~~purchase ~~convertible~~order ~~promissory note~~from ~~dated~~Walmart ~~September~~USA ~~20,~~in ~~2021,~~the ~~(ii)~~amount aof $~~330~~1,~~000 convertible promissory note dated October 13~~583,922 ~~2021,~~for ~~(iii)~~HearingAssist aproducts ~~$266,000~~and ~~convertible promissory~~related ~~note~~supplies. ~~dated~~The ~~November~~purchase 9,order ~~2021,~~is ~~(iv)~~for afour ~~$212,800~~new ~~convertible~~HearingAssist ~~promissory~~models ~~note~~and ~~dated~~a ~~December~~selection ~~21,~~of ~~2021~~branded ~~and~~ear ~~(v)~~care a& ~~$158,500~~related ~~convertible~~cleaning ~~promissory~~accessories ~~note~~for ~~dated~~in-store ~~January~~customer ~~13, 2022~~purchases. InThe ~~total,~~purchase ~~convertible~~order ~~debt~~is in ~~the~~conjunction ~~principal~~with ~~amount~~HearingAssist deployment of ~~$1,132,300~~its ~~owed~~newly bydesigned ~~the~~Free-Standing Hearing ~~Registrant~~Product ~~was~~Display ~~forgiven~~Fixture ~~by GS~~in ~~Capital~~299 ~~Partners,~~Walmart ~~LLC~~Vision Centers.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: ~~February~~May 331, 2022

INNERSCOPE HEARING TECHNOLOGIES, INC.

By: /s/ Matthew Moore

Name: Matthew Moore

Title: Chief Executive Officer and Director

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