What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2022-03-31 compared with 2021-03-25 · 74 added, 513 removed, 1 unchanged (100% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

June 30, 2020, our common stock began trading on the Nasdaq Capital Market under the symbol “ADTX.”

Prior to that

time, there was no public market for our common stock.

of March 24, 2021, there were approximately 135 record holders of our common stock and no holders of our preferred stock.

The actual number of holders of our common stock is greater than this number of record holders, and includes stockholders who

are beneficial owners, but whose shares are held in street name by brokers or held by other nominees.

This number of holders of

record also does not include stockholders whose shares may be held in trust by other entities.

have never paid or declared any cash dividends on our common stock, and we do not anticipate paying any cash dividends on our

common stock in the foreseeable future.

We intend to retain all available funds and any future earnings to fund the development

and expansion of our business.

Any future determination to pay dividends will be at the discretion of our board of directors and

will depend upon a number of factors, including our results of operations, financial condition, future prospects, contractual

restrictions, restrictions imposed by applicable law and other factors that our board of directors deems relevant.

Sales of Unregistered Securities

November 6, 2020 the Company issued warrants to a consultant to purchase up to 120,000 shares of common stock at an exercise price

of $1.92 per share for services rendered.

December 31, 2020, the Company issued a consultant 650,000 shares of common stock upon completion of certain milestones included

in a consulting agreement.

Compensation Plans

information required by Item 5 of Form 10-K regarding equity compensation plans is incorporated herein by reference

to Item 12 of Part III of this Annual Report on Form 10-K.

Purchases of Equity Securities

did not purchase any of our registered equity securities during the period covered by this Annual Report.

of Proceeds from Initial Public Offering

July 2, 2020, we completed our initial public offering (“IPO”).

In connection therewith, we issued 1,226,668 Units

(the “Units”), excluding the underwriters’

option to cover overallotments, at an offering price of $9.00 per

Unit, resulting in gross proceeds of approximately $11.0 million.

The Units issued in the IPO consisted of one share of common

stock, one Series A warrant, and one Series B warrant.

The Series A warrants originally had an exercise price of $9.00 and a term

In addition, we issued a Unit Purchase Option at an exercise price of $11.25 per unit to the underwriters to purchase

up to 67,466 units, with each unit consisting of (i) one share of common stock and (ii) one Series A Warrant.

On August 19, 2020

we modified the exercise price of the Series A Warrants from $9.00 per share to $4.50 per share.

The term of the Series A Warrants

was not modified.

The Series B warrants have an exercise price of $11.25 per share, a term of 5 years and contain a cashless exercise

option upon certain criteria being met.

As of December 31, 2020, substantially all of the Series B warrants issued in the IPO have

been exercised pursuant to a cashless provision therein.

received net proceeds of $8.5 million in the IPO, after deducting underwriting discounts and commissions and issuance expenses

No payments were made by us to directors, officers or persons owning ten percent or more of our common stock or to

their associates, or to our affiliates, other than payments in the ordinary course of business to officers for salaries and to

non-employee directors pursuant to our director compensation policy.

Dawson James Securities, Inc.

acted as lead book-running manager

of the offering and as representative of the underwriters for the offering.

has been no material change in the planned use of proceeds from our IPO from that described in the final prospectus related to

the offering, dated June 29, 2020, as filed with the SEC.

Selected Financial Data.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

following discussion and analysis of our financial condition and results of operations should be read together with our financial

statements and the related notes and other financial information included elsewhere in this report.

Some of the information contained

in this discussion and analysis or set forth elsewhere in this report, including information with respect to our plans and strategy

for our business, includes forward-looking statements that involve risks and uncertainties.

See “Cautionary Note Regarding

Forward-Looking Statements.”

are a life sciences company with a mission of prolonging life and enhancing its quality by improving the health of the immune

Our immune reprogramming technology is currently at the pre-clinical stage and designed to retrain the immune system to

induce tolerance with an objective of addressing rejection of transplanted organs, autoimmune diseases, and allergies.

monitoring technology is designed to provide a personalized comprehensive profile of the immune system and we plan to utilize

it in our upcoming clinical trials to monitor subjects’

immune response before, during and after drug administration.

are also evaluating plans to obtain FDA approval for this monitoring tool’s use as a clinical assay.

On January 25, 2021 (the “Closing Date”), we entered into a Securities Purchase Agreement (the “Purchase

Agreement”) with an institutional accredited investor for the offering, sale, and issuance (the “Offering”)

of a $6,000,000 Senior Secured Convertible Promissory Note (the “Note”).

Concurrently with the sale of the Note, pursuant

to the Purchase Agreement, we also issued a warrant “January 2021 Warrant”) to the investor to purchase up to 800,000

shares (the “January 2021 Warrant Shares”) of the Company’s common stock.

As a result of the Offering, the Company

received aggregate gross proceeds of $5,000,000.

Note has a twenty-four month term and is convertible at the option of the investor at any time prior to maturity in shares of

Common Stock (the “Conversion Shares”) at an initial conversion price of $4.00 per share, subject to adjustment under

certain circumstances.

The Note amortizes in nineteen (19) equal monthly installments (the “Installment Payments”)

starting the first day of the sixth month after the Closing Date (each, an “Installment Date”).

At the Company’s

option, Installment Payments may be made in cash or in shares of the Company’s common stock.

If the Company elects to repay

in cash, the amount payable shall be 105% of the applicable Installment Payment.

If the Company elects to repay in shares of common

stock, the shares shall be priced at the lowest of (i) the Conversion Price then in effect, and (ii) the greater of (x) the Floor

Price (as defined in the Note) and (y) the lower of 90% of the lowest volume weighted average price (VWAP) of the common stock

for each of the five (5) Trading Days (as such term is defined in the Note) ending and including the Trading Day immediately prior

to the applicable Installment Date.

Installment Payments are subject to the investor’s right to (a) defer some or all of any Installment Payment to a subsequent

Installment Date or (b) to convert an additional Installment Payment of the Note at the then-current Installment Price until the

next Installment Date.

Upon the occurrence of an Event of Default or a Change of Control (as such terms are defined in the Note),

the Note is subject to redemption by the investor.

The Company is prohibited from effecting a conversion of the Note to the extent

that, as a result of such exercise, the investor, together with the its affiliates, would beneficially own more than 4.99% of

the number of shares of common stock of the Company outstanding immediately after giving effect to the issuance of the such shares,

which beneficial ownership limitation may be increased by the investor up to, but not exceeding, 9.99%.

January 2021 Warrants are immediately exercisable for a period of three (3) years at an exercise price of $4.00 per share, subject

to adjustment.

After a period of one hundred eight (180) days, if a registration statement covering the resale of the shares of

common stock underlying the January 2021 Warrants is not effective, the holder may exercise the January 2021 Warrant by means

of a cashless exercise.

The Company is prohibited from effecting an exercise of the January 2021 Warrants to the extent that,

as a result of such exercise, the holder of the January 2021 Warrants together with the holder’s affiliates, would beneficially

own more than 4.99% of the number of shares of common stock of the Company outstanding immediately after giving effect to the

issuance of the such shares, which beneficial ownership limitation may be increased by the holder up to, but not exceeding, 9.99%.

Additionally,

until the earlier of the (i) one year anniversary the Closing Date, and (ii) such time as less than $2 million of aggregate Principal

Amount (as such term is defined in the Note) of the Note remains outstanding, the Company is prohibited from effecting or entering

into an agreement to effect any issuance of securities involving a Variable Rate Transaction (as such term is defined in the Purchase

Reprogramming

discovery of immunosuppressive (anti-rejection and monoclonal) drugs over 40 years ago has made possible life-saving organ transplantation

procedures and blocking of unwanted immune responses in autoimmune diseases.

However, immune suppression leads to significant

undesirable side effects, such as increased susceptibility to life-threatening infections and cancers, because it indiscriminately

and broadly suppresses immune function throughout the body.

While the use of these drugs has been justifiable because they prevent

or delay organ rejection, their use for treatment of autoimmune diseases and allergies may not be acceptable because of the aforementioned

side effects.

Furthermore, transplanted organs often ultimately fail despite the use of immune suppression, and about 40% of transplanted

organs survive no more than 5 years.

focused therapeutic approaches are needed that modulate only the small portion of immune cells that are involved in rejection

of the transplanted organ, as this approach can be safer for patients than indiscriminate immune suppression.

Such approaches

are referred to as immune tolerance, and when therapeutically induced, may be safer for patients and also potentially allow long-term

survival of transplanted tissues and organs.

the late 1990s, academic research on these approaches was conducted at the Transplant Center in Loma Linda University (“LLU”)

in connection with a project that secured initial grant funding from the U.S.

Department of Defense.

The focus of that project

was for skin grafting for burn victims.

Twenty years of research at LLU and an affiliated incubator led to a series of discoveries

that have been translated into a large patent portfolio of therapeutic approaches that may be applied to the modulation of the

immune system in order to induce tolerance to self and transplanted organs.

have an exclusive worldwide license for commercializing this nucleic acid-based technology (which is currently at the pre-clinical

stage), named Apoptotic DNA Immunotherapy™

(ADi™) from LLU, which utilizes a novel approach that mimics the way the

body naturally induces tolerance to our own tissues (“therapeutically induced immune tolerance”).

While immune suppression

requires continuous administration to prevent rejection of a transplanted organ, induction of tolerance has the potential to retrain

the immune system to accept the organ for longer periods of time.

Thus, ADi™

may allow patients to live with transplanted

organs with significantly reduced immune suppression.

is a technology platform which we believe can be engineered to

address a wide variety of indications.

are developing ADi™

products for organ transplantation including skin grafting, autoimmune diseases, and allergies, with

the initial focus on skin allografts and psoriasis, as we believe these indications will be most efficient in providing safety

and efficacy data in clinical trials.

To submit a Biologics License Application (“BLA”) for a biopharmaceutical product,

clinical safety and efficacy must be demonstrated in a series of clinical studies conducted with human subjects.

in our class of drugs, the first-in-human trials will be a combination of Phase I (safety/tolerability) and Phase II (efficacy)

in affected subjects.

To obtain approval to initiate the Phase I/IIa studies, an Investigational New Drug Application will be

submitted to compile non-clinical efficacy data as well as manufacturing and pre-clinical safety/toxicology data.

have conducted non-clinical studies in a stringent model of skin transplantation using genetically mismatched donor and recipient

animals demonstrating a 3-fold increase in the survival of the skin graft in animals that were tolerized with ADi™

to animals that receive immune suppression alone.

Prolongation of graft life was observed despite discontinuation of immune suppression

after the first 5 weeks.

Additionally, in an induced non-clinical model for psoriasis, ADi™

treatment resulted in a 69%

reduction in skin thickness and a 38% decrease in skin flaking (two clinical parameters for assessment of psoriasis skin lesions).

The Phase I/IIa studies in psoriasis will evaluate the safety/tolerability of ADi™

in patients diagnosed with psoriasis.

Since the drug will be administered in subjects diagnosed with psoriasis, effectiveness of the drug to improve psoriatic lesions

will also be evaluated.

In another Phase I/IIa study, patients requiring skin allografts will receive weekly intra-dermal injections

of ADi™

in combination with standard immune suppression to assess safety/tolerability and possibility of reducing levels

of immunosuppressive drugs as well as prolongation of graft life.

Later phase trials are planned after successful completion of

these studies in preparation for submission for a BLA to regulatory agencies.

believe that understanding the status of an individual’s immune system is key to developing and administering immunotherapies

such as ADi™.

We have secured an exclusive worldwide license for commercializing a technology platform named AditxtScore™,

which provides a personalized comprehensive profile of the immune system.

It is intended to be informative for individual immune

responses to viruses, bacterial antigens, peptides, drugs, bone marrow and solid organ transplants, and cancer.

It has broad applicability

to many other agents of clinical interest impacting the immune system, including those not yet identified such as future infectious

AditxtScore™

is being designed to allow individuals to understand, manage and monitor their immune profiles in order to be informed about attacks

on or by their immune system.

We believe AditxtScore™

can also assist the medical community in anticipating possible immune

responses and reactions to viruses, bacteria, allergens and transplanted organs.

It can be useful in anticipating attacks on the

body by having the ability to determine its potential response and for developing a plan to deal with an undesirable reaction

by the immune system.

Its advantages include the ability to provide a simple, rapid, accurate, high throughput, single platform

assay that can be multiplexed to determine the immune status with respect to several factors simultaneously, in 3-16 hours, as

well as detect antigen and antibody in a single test (i.e.

infectious, recovered, immune).

In addition, it can determine and differentiate

between various types of cellular and humoral immune responses (T and B cells).

It also provides for simultaneous monitoring of

cell activation and levels of cytokine release (i.e., cytokine storms).

plan to utilize AditxtScore™

in our upcoming clinical trials to monitor subjects’

immune response before, during and

after ADi™

drug administration.

We are also evaluating plans to obtain FDA approval for AditxtScore™’s use as

a clinical assay and seeking to secure manufacturing, marketing and distribution partnerships for application in the Infectious

Diseases market, by end of 2020.

To obtain FDA approval to use AditxtScore™

as a clinical assay, we plan to conduct validation

studies comparing AditxtScore™

to other immunological tests to demonstrate reproducibility of data and to demonstrate the

sensitivity of the assays for use in different indications (e.g., detection of antigens present in infectious agents or antibodies

against infectious agents).

We believe that these data will show AditxtScore™’s ability to multiplex in two ways using

a single assay:

(i) evaluating the immune response to multiple antigens (from different infectious agents) and (ii) measuring

quantities of multiple cytokines.

Furthermore, we believe that the additional validation studies will demonstrate AditxtScore™’s

ability to measure the presence of several antibody isotypes against several antigens in a single reaction.

Our plan is to submit

a 510(K) application to the FDA after successful completion of these studies.

We have engaged consultants for our communications

and submissions to the FDA.

Beyond 2020, we plan to develop AditxtScore™for applications in additional markets such as Organ

Rejection, Allergies, Drug/Vaccine Response, and Disease Susceptibility.

The initial application

of the platform will be AditxtScore™

for COVID-19 which has been designed to provide a more complete assessment of an individual’s

infection and immunity status with respect to the SARS-CoV-2 virus.

Infection status will be determined by evaluating the presence

or absence of the virus, and immunity status by measuring levels of antibodies against viral antigens and their ability to neutralize

We will soon be expanding the panel to measure other components of the immune response such as cellular immunity.

early 2021, we established our AditxtScore™

Immune Monitoring Center in Richmond, Virginia (the “Center”).

Center operates as a Clinical Laboratory Improvement Amendments (CLIA) certified facility for the processing of our AditxtScore™

for COVID-19 Lab Developed Test (LDT) for our prospective channel partners, including labs and hospitals.

Agreement with Loma Linda University

March 8, 2018, we entered into an Assignment Agreement (the “Assignment Agreement”) with Sekris Biomedical, Inc.

(“Sekris”).

Sekris was a party to a License Agreement with Loma Linda University (“LLU”), entered into and made effective on May

25, 2011, and amended on June 24, 2011, July 16, 2012 and December 27, 2012 (the “Original Agreement,”

with the Assignment Agreement, the “Sekris Agreements”).

Pursuant to the Assignment Agreement, Sekris transferred

and assigned all of its rights and obligations in and to the liabilities under the Original Agreement, of whatever kind or nature,

In exchange, on March 8, 2018, we issued a warrant to Sekris to purchase up to 500,000 shares of our common stock (the

“Sekris Warrant”).

The warrant was immediately exercisable and has an exercise price of $4.00 per share.

The expiration

date of the warrant is March 8, 2023.

On March 15, 2018, as amended on July 1, 2020, we entered into a LLU License Agreement directly

with Loma Linda University, which amends and restates the Sekris Agreements.

to the LLU License Agreement, we obtained the exclusive royalty-bearing worldwide license in and to all intellectual property,

including patents, technical information, trade secrets, proprietary rights, technology, know-how, data, formulas, drawings, and

specifications, owned or controlled by LLU and/or any of its affiliates (the “LLU Patent and Technology Rights”) and

related to therapy for immune-mediated inflammatory diseases (the ADi™

In consideration for the LLU License

Agreement, we issued 25,000 shares of common stock to LLU.

to the LLU License Agreement, we are required to pay an annual license fee to LLU.

Also, we paid LLU $455,000 in July

2020 in payment of outstanding milestone payments and license fees.

We are also required to pay to LLU milestone payments in connection

with certain development milestones.

Specifically, we are required to make the following milestone payments:

$175,000 on March

$100,000 on March 31, 2024;

$500,000 on March 31, 2026;

and $500,000 on March 31, 2027.

Additionally, as consideration

for prior expenses incurred by LLU to prosecute, maintain and defend the LLU Patent and Technology Rights, we were obligated to

make the following payments to LLU:, $70,000 was paid at the end of December 2018, and a final payment of $60,000 due at

the end of March 2019.

We are required to defend the LLU Patent and Technology Rights during the term of the LLU License Agreement.

Additionally, we will owe royalty payments of (i) 1.5% of Net Product Sales and Net Service Sales on any Licensed Products (defined

as any finished pharmaceutical products which utilizes the LLU Patent and Technology Rights in its development, manufacture or

supply), and (ii) 0.75% of Net Product Sales and Net Service Sales for Licensed Products and Licensed Services not covered by

a valid patent claim for technology rights and know-how for a three (3) year period beyond the expiration of all valid patent

We also are required to produce a written progress report to LLU, discussing our development and commercialization efforts,

within 45 days following the end of each year.

All intellectual property rights in and to LLU Patent and Technology Rights shall

remain with LLU (other than improvements developed by or on our behalf).

LLU License Agreement shall terminate on the last day that a patent granted to us by LLU is valid and enforceable or the day

that the last patent application licensed to us is abandoned.

The LLU License Agreement may be terminated by mutual agreement

or by us upon 90 days written notice to LLU.

LLU may terminate the LLU License Agreement in the event of (i) non-payments or late

payments of royalty, milestone and license maintenance fees not cured within 90 days after delivery of written notice by LLU,

(ii) a breach of any non-payment provision (including the provision that requires us to meet certain deadlines for milestone events

(each, a “Milestone Deadline”)) not cured within 90 days after delivery of written notice by LLU and (iii) LLU delivers

notice to us of three or more actual breaches of the LLU License Agreement by us in any 12-month period.

Additional Milestone

Deadlines include:

(i) the requirement to have regulatory approval of an IND application to initiate a first-in-human clinical

trials on or before March 31, 2022, (ii) the completion of first-in-human (phase I/II) clinical trials by March 31, 2024, (iii)

the completion of Phase III clinical trials by March 31, 2026 and (iv) biologic licensing approval by the FDA by March 31, 2027.

Agreement with Leland Stanford Junior University (“Stanford”)

February 3, 2020, we entered into an exclusive license agreement (the “February 2020 License Agreement”) with Stanford

with regard to a patent concerning a method for detection and measurement of specific cellular responses.

Pursuant to the February

2020 License Agreement, we received an exclusive worldwide license to Stanford’s patent with regard to use, import, offer,

and sale of Licensed Products (as defined in the agreement).

The license to the patented technology is exclusive, including the

right to sublicense, beginning on the effective date of the agreement and ending when the patent expires.

Under the exclusivity

agreement, we acknowledged that Stanford had already granted a non-exclusive license in the Nonexclusive Field of Use, under the

Licensed Patents in the Licensed Field of Use in the Licensed Territory (as those terms are defined in the February 2020 License

Agreement”).

However, Stanford agreed to not grant further licenses under the Licensed Patents in the Licensed Field of

Use in the Licensed Territory.

were obligated to pay and paid a fee of $25,000 to Stanford within 60 days of February 3, 2020.

We also issued 18,750 shares of the Company’s

common stock to Stanford.

An annual licensing maintenance fee is payable by us on the first anniversary of the February 2020 License

Agreement in the amount of $40,000 for 2021 through 2024 and $60,000 starting in 2025 until the license expires upon the expiration of

The Company is required to pay and has paid $25,000 for the issuances of certain patents.

The Company will pay milestone

fees of $50,000 on the first commercial sales of a licensed product and $25,000 at the beginning of any clinical study for regulatory

clearance of an in vitro diagnostic product developed and a potential licensed product.

We are also required to:

provide a listing of the management team or a schedule for the recruitment of key management positions by March 31, 2020 (which has been

completed), (ii) provide a business plan covering projected product development, markets and sales forecasts, manufacturing and operations,

and financial forecasts until at least $10,000,000 in revenue by June 30, 2020 (which has been completed), (iii) conduct validation studies

by September 30, 2020 (which has been completed), (iv) hold a pre-submission meeting with the FDA by September 30, 2020 (which has been

completed), (v) submit a 510(k) application to the FDA, Emergency Use Authorization (“EUA”), or a Laboratory Developed Test

(“LDT”) by March 31, 2021, (vi) obtain FDA approval by December 31, 2021, (vii) complete a prototype assay kit by December

31, 2021 and (viii) have a written agreement with Stanford on further development and commercialization milestones for specific fields

of use by December 31, 2021.

addition to the annual license maintenance fees outlined above, we will pay Stanford royalties on Net Sales (as such term is defined

in the February 2020 License Agreement) during the of the term of the agreement as follows:

4% when Net Sales are below or equal

to $5 million annually or 6% when Net Sales are above $5 million annually.

The February 2020 License Agreement may be terminated

upon our election on at least 30 days advance notice to Stanford, or by Stanford if we:

(i) are delinquent on any report or payment;

(ii) are not diligently developing and commercializing Licensed Product;

(iii) miss certain performance milestones;

breach of any provision of the February 2020 License Agreement;

or (v) provide any false report to Stanford.

Should any events

in the preceding sentence occur, we have a thirty (30) day cure period to remedy such violation.

have assembled a team of experts from a variety of scientific fields and commercial backgrounds, with many years of collective

experience that ranges from founding startup biotech companies, to developing and marketing biopharmaceutical products, to designing

clinical trials, and to management of private and public companies.

We were incorporated on September 28, 2017 and has not generated

revenues to date.

During the year ended December 31, 2020 we had a net loss of $9,149,227 and will require significant additional

capital in order to operate in the normal course of business and fund clinical studies in the long-term.

As a result of the IPO

and the September 2020 Offering, we received net proceeds of approximately $18 million during the period.

We believe that the funds

raised by the IPO and the September 2020 Offering will be sufficient to fund our operations for at least the next 12 months.

a result, these conditions have alleviated the doubt regarding our ability to continue as a going concern beyond one year.

have a limited operating history.

Therefore, there is limited historical financial information upon which to base an evaluation

of our performance.

Our prospects must be considered in light of the uncertainties, risks, expenses, and difficulties frequently

encountered by companies in their early stages of operations.

Our financial statements as of December 31, 2020, show a net loss

of $9,149,227.

We expect to incur additional net expenses over the next several years as we continue to maintain and expand our

existing operations.

The amount of future losses and when, if ever, we will achieve profitability are uncertain.

July 2, 2020, we completed an IPO.

In connection therewith, we issued 1,226,668 Units, excluding the underwriters’

overallotment,

at an offering price of $9.00 per Unit, resulting in gross proceeds of approximately $11.0 million.

The Units issued in the IPO

consisted of one share of common stock, one Series A warrant, and one Series B warrant.

The Series A warrants originally had an

exercise price of $9.00 and a term of 5 years.

In addition, the Company issued a Unit Purchase Option at an exercise price of

$11.25 per unit to the underwriters to purchase up to 67,466 units, with each unit consisting of (i) one share of common stock

and (ii) one Series A Warrant.

On August 19, 2020 the Company modified the exercise price of the Series A Warrants from $9.00

per share to $4.50 per share.

Market for Registrant’s Common

Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

On June 30, 2020, our common

stock began trading on the Nasdaq Capital Market under the symbol “ADTX.” Prior to that time, there was no public market for

our common stock.

As of March 29, 2022, there

were approximately 136 record holders of our common stock and no holders of our preferred stock.

The actual number of holders of

our common stock is greater than this number of record holders, and includes stockholders who are beneficial owners, but whose shares

are held in street name by brokers or held by other nominees.

This number of holders of record also does not include stockholders whose

shares may be held in trust by other entities.

Dividend Policy

We have never paid or declared

any cash dividends on our common stock, and we do not anticipate paying any cash dividends on our common stock in the foreseeable future.

We intend to retain all available funds and any future earnings to fund the development and expansion of our business.

Any future determination

to pay dividends will be at the discretion of our board of directors and will depend upon a number of factors, including our results of

operations, financial condition, future prospects, contractual restrictions, restrictions imposed by applicable law and other factors

that our board of directors deems relevant.

Recent Sales of Unregistered Securities

On November 1, 2021 the Company issued 3,000 shares

of common stock for services rendered.

On November 16, 2021 the Company issued 3,600