What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2014-06-25 compared with 2013-03-22 · 56 added, 88 removed, 146 unchanged (50% of the section changed)

18 unchanged sentences

The address of that site is http://www.sec.gov.

As of March 22, 2013 there were approximately 260 record holders of our common stock.

As of June 20, 2014 there were approximately 300 record holders of our common stock.

Dividend Policy .

4 unchanged sentences

Equity Compensation Plan.

We have two equity compensation plans - our 2011 Incentive and Equity Compensation Plan and our 2013 Stock Incentive Plan.

We have an equity compensation plan.

Our 2013 Stock Incentive Plan was effective on March 4, 2013.

The table set forth below presents information as of the date of this Annual Report:

2 unchanged sentences

Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights

Available for Future Issuance Under Equity Compensation Plans (excluding column (a)) (c)

Available for Future Issuance Under Equity Compensation Plans (excluding column

Equity Compensation Plans Approved by Security Holders

Equity Compensation Plans Not Approved by Security Holders

2011 Incentive and Equity Compensation Plan Stock Options

2013 Stock Incentive Plan

We are authorized to issue 20 million shares of our common stock pursuant to our 2011 Incentive and Equity Compensation Plan (the “Plan”).

To date, we have granted 19,711,000 shares under this plan.

We are authorized to issue 30,000,000 shares of our common stock pursuant to our 2013 Stock Incentive Plan.

1 unchanged sentence

To date, we have granted 26,375,000 shares under this plan.

The purpose of the 2011 Plan is to enhance the profitability and value of the Company for the benefit of its stockholders by enabling the Company to attract, retain and reward directors, employees and consultants (collectively, “Participants”) and strengthen the mutuality of interests between such persons and the Company’s stockholders.

Pursuant to the 2011 Plan, the Company may issue non-qualified stock options (“Non-Qualified Stock Options”), incentive stock options (“Incentive Stock Options”, together with Non-Qualified Stock Options referred to herein as “Stock Options”), stock appreciation rights (“Stock Appreciation Rights”), restricted stock (“Restricted Stock”) and registered stock (“Registered Stock”), (collectively, the “Awards”) to eligible Participants.

All employees of and consultants to the Company and its affiliates are eligible to be granted Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock and Registered Stock.

All employees and directors of the Company and its affiliates are eligible to be granted Incentive Stock Options.

The aggregate number of shares of Common Stock which may be issued under the 2011 Plan with respect to which Awards may be granted shall not exceed 20,000,000 shares of common stock.

If any Stock Option or Stock Appreciation Right granted under the 2011 Plan expires, terminates or is cancelled for any reason without having been exercised in full or, with respect to Stock Options, the Company repurchases any Stock Option, the number of shares of Common Stock underlying the repurchased Stock Option, and/or the number of shares of Common Stock underlying any unexercised Stock Appreciation Right or Stock Option shall again be available for the purposes of Awards under the 2011 Plan.

Administration

The 2011 Plan is administered and interpreted by a Committee (“Committee”) appointed by the Board of Directors, or if no Committee, by the Board of Directors.

The Committee has full authority, among other things, to:

(a) select the eligible employees and consultants to whom Stock Options, Stock Appreciation Rights, Restricted Stock or Registered Stock may from time to time be granted;

(b) determine, in accordance with the terms of the 2011 Plan, the number of shares of Common Stock to be covered by each Award to an eligible employee or consultant granted;

and (c) determine the terms and conditions of any Award granted hereunder, including, but not limited to, the exercise or purchase price (if any), any restriction or limitation, any vesting schedule or acceleration thereof, or any forfeiture restrictions or waiver thereof, regarding any Stock Option or other Award, and the Common Stock relating thereto, based on such factors, if any, as the Committee shall determine, in its sole discretion.

Stock Options

The option price per Common Stock purchasable under an Incentive Stock Option shall not be less than 100% of the fair market value of the Common Stock at the time of grant.

For the purposes of the 2011 Plan, the “fair market value” means:

(i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market or Nasdaq SmallCap Market, the last sale price of the Common Stock in the principal trading market for the Common Stock on such date;

(ii) if the Common Stock is not listed on a national securities exchange or quoted on the Nasdaq National Market or Nasdaq SmallCap Market, but is traded in the over-the-counter market, the closing bid price for the Common Stock on such date, as reported by the OTC Bulletin Board or the National Quotation Bureau, Incorporated or similar publisher of such quotations;

and (iii) if the fair market value of the Common Stock cannot be otherwise determined, such price as the Committee shall determine, in good faith, based on reasonable methods set forth under Section 422 of the Code.

The purchase price of shares of Common Stock subject to a Non-Qualified Stock Option shall be determined by the Committee.

The term of each Stock Option shall be fixed by the Committee, but no Stock Option shall be exercisable more than ten (10) years after the date the Stock Option is granted.

Shares of Restricted Stock or Registered Stock may be issued to eligible employees or consultants either alone or in addition to other Awards granted under the 2011 Plan.

The Committee shall determine the eligible persons to whom, and the time or times at which, grants of Restricted Stock or Registered Stock will be made, the number of shares to be awarded, the price (if any) to be paid by the recipient, the time or times within which such Awards may be subject to forfeiture, the vesting schedule and rights to acceleration thereof, and all other terms and conditions of the Awards.

The purchase price of Restricted Stock shall be fixed by the Committee.

The purchase price for shares of Restricted Stock may be zero to the extent permitted by applicable law.

The Participant shall not be permitted to transfer shares of Restricted Stock awarded under the 2011 Plan during a period set by the Committee.

Tandem Stock Appreciation Rights

Stock Appreciation Rights may be granted in conjunction with all or part of any Stock Option (a “Reference Stock Option”) granted under the 2011 Plan (“Tandem Stock Appreciation Rights”).

In the case of a Non-Qualified Stock Option, such rights may be granted either at or after the time of the grant of such Reference Stock Option.

In the case of an Incentive Stock Option, such rights may be granted only at the time of the grant of such Reference Stock Option.

A Tandem Stock Appreciation Right or applicable portion thereof granted with respect to a Reference Stock Option shall terminate and no longer be exercisable upon the termination or exercise of the Reference Stock Option, except that, unless otherwise determined by the Committee, in its sole discretion, at the time of grant, a Tandem Stock Appreciation Right granted with respect to less than the full number of shares covered by the Reference Stock Option shall not be reduced until and then only to the extent the exercise or termination of the Reference Stock Option causes the number of shares covered by the Tandem Stock Appreciation Right to exceed the number of shares remaining available and unexercised under the Reference Stock Option.

Upon the exercise of a Tandem Stock Appreciation Right, a Participant shall be entitled to receive up to, but no more than, an amount in cash and/or Common Stock equal in value to the excess of the fair market value of one share of Common Stock over the option price per share specified in the Reference Stock Option multiplied by the number of shares in respect of which the Tandem Stock Appreciation Right shall have been exercised, with the Committee having the right to determine the form of payment.

Non-Tandem Stock Appreciation Rights

Stock Appreciation Rights may also be granted without reference to any Stock Options granted under the 2011 Plan (“Non-Tandem Stock Appreciation Rights”).

The term of each Non-Tandem Stock Appreciation Right shall be fixed by the Committee, but shall not be greater than ten (10) years after the date the right is granted.

Non-Tandem Stock Appreciation Rights shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee at grant.

Subject to such terms and conditions, Non-Tandem Stock Appreciation Rights may be exercised in whole or in part at any time during the option term, by giving written notice of exercise to the Company specifying the number of Non-Tandem Stock Appreciation Rights to be exercised.

Upon the exercise of a Non-Tandem Stock Appreciation Right, a Participant shall be entitled to receive, for each right exercised, up to, but no more than, an amount in cash and/or Common Stock equal in value to the excess of the fair market value of one share of Common Stock on the date the right is exercised over the fair market value of one (1) share of Common Stock on the date the right was awarded to the Participant.

Transfer of Awards

No Stock Option or Stock Appreciation Right granted shall be transferable by the Participant otherwise than by will or by the laws of descent and distribution.

All Stock Options and all Stock Appreciation Rights granted to Participants shall be exercisable, during the Participant’s lifetime, only by the Participant.

Tandem Stock Appreciation Rights shall be transferable, to the extent permitted, only with the underlying Stock Option.

Shares of Restricted Stock may not be transferred prior to the date on which shares are issued, or, if later, the date on which any applicable restriction period lapses.

Termination of Employment

Generally, unless otherwise determined by the Committee at grant, if a Participant is terminated for cause, any Stock Option held by such Participant shall thereupon terminate and expire as of the date of termination.

Unless otherwise determined by the Committee at grant, any Stock Option held by a Participant:

on death or termination of employment or consultancy by reason of disability or retirement may be exercised, to the extent exercisable at the Participant’s death or termination, by the legal representative of the estate or Participant as the case may be, at any time within a period of one (1) year from the date of such death or termination;

on termination of employment or consultancy by involuntary termination without cause or for good reason may be exercised, by the Participant at any time within a period of ninety (90) days from the date of such termination;

on termination of employment or consultancy by voluntary termination but without good reason and occurs prior to, or more than ninety (90) days after, the occurrence of an event which would be grounds for termination by the Company for cause, any Stock Option held by such Participant may be exercised, to the extent exercisable at termination, by the Participant at any time within a period of thirty (30) days from the date of such termination,

but in no event beyond the expiration of the stated term of such Stock Option.

Amendments to the 2011 Plan

The Board may at any time amend, in whole or in part, any or all of the provisions of the 2011 Plan, or suspend or terminate the 2011 Plan entirely.

Provided, however, that, unless otherwise required by law or specifically provided in the 2011 Plan, the rights of a Participant with respect to Awards granted prior to such amendment, suspension or termination, may not be impaired without the consent of such Participant and, provided further, without the approval of the stockholders of the Company, if and to the extent required by the applicable provisions of Rule 16b-3 of the 1934 Act or, if and to the extent required, under the applicable provisions of the Code, no amendment may be made which would, among other things:

increase the aggregate number of shares of Common Stock that may be issued under the 2011 Plan;

change the classification of Participants eligible to receive Awards under the 2011 Plan;

decrease the minimum option price of any Stock Option;

extend the maximum option period;

change any rights under the 2011 Plan with regard to non-employee directors;

or require stockholder approval in order for the 2011 Plan to continue to comply with the applicable provisions.

The remaining unissued share are not adjusted by the February 26, 2014 reverse split as noted in Section 4.3 of the 2013 plan as follows:

4.3 Anti-Dilution .

Notwithstanding anything contained in the Plan to cover the contrary, including any adjustments discussed in this Section 4, the maximum aggregate number of shares of Common Stock that may be issued and sold under all Awards granted under the Plan shall be anti-dilutive in the event of a reverse stock split by the Company and shall not result in any reduction in the number of shares available and authorized under the Plan at the effective time of such reverse stock split(s).

The purpose of the 2013 Stock Incentive Plan of Bio-Solutions Corp.

60 unchanged sentences

Notwithstanding the foregoing, no termination of the 2013 Plan shall adversely affect any Award theretofore granted without the consent of the Participant or the permitted transferee of the Award.

S-8 Registration Statements

On March 27, 2011, we filed an S-8 registration statement registering an aggregate of 20,000,000 shares of common stock under our 2011 Plan.

As of the date of this Annual Report, an aggregate 19,711,000 shares of the Company’s common stock have been granted under the 2011 Plan.

S-8 Registration Statement

On March 4, 2013, we filed an S-8 registration statement with the Securities and Exchange Commission registering up to 30,000,000 shares of common stock under our 2013 Plan.

3 unchanged sentences

During the fiscal year ended December 31, 2013 and through the current date we issued a total of 6,201,691 shares during the year ended December 31, 2013 and a further 4,455,226 shares to the current date of our common stock.

On February 22, 2012, three consultants were issued 1,650,000 unregistered shares of the Company’s common stock for services to the Company.

These shares were valued between $0.01 and $0.06 per share or $41,500.

On April 18, 2012, the holder of a November 10, 2009 promissory note for $10,000 (CAD) converted the note plus accrued interest of $833 (CAD) into 100,000 shares of the Company’s unregistered common stock at a per share price of $0.109 to fully settle the debt.

On July 31, 2012, a director was issued 2,000,000 unregistered shares of the Company’s common stock for director compensation.

These shares were valued at $0.024 per share or $48,000.

On July 31, 2012, three consultants were issued 3,250,000 unregistered shares of the Company’s common stock for sales, financing and investor/public relations compensation.

These shares were valued at $0.024 per share or $78,000.

On July 31, 2012, the holder of a December 16, 2011 promissory note for $4,100 partially converted $2,500 of the note into 1,000,000 shares of the Company’s unregistered common stock at a per share price of $0.0025.

On September 6, 2012, a former director was issued 250,000 unregistered shares of the Company’s common stock for director compensation.

During January 2013 a consultant was issued 200,000 unregistered shares of the Company’s common stock for marketing services to the Company.

These shares were valued at $26,000 or $0.130 per share.

During January 2013 a consultant was granted 50,000 unregistered shares of the Company’s common stock for accounting and finance services to the Company.

These shares were valued at $6,000 or $0.120 per share.

The shares were issued on April 23, 2013.

During January and February 2013, a convertible promissory note totaling $30,983 including interest was fully converted into 442,617 unregistered shares of the Company’s common stock at $0.070 per share.

During March 2013, a convertible promissory note was partially converted into unregistered shares of the Company’s common stock.

The amount totaled $3,091 including interest was converted into 44,158 unregistered shares of the Company’s common stock at $0.070 per share.

During March 2013, a convertible promissory notes totaling $4,433.61 including interest was fully converted into 177,344 unregistered shares of the Company’s common stock at $0.025 per share.

The shares were issued on April 3, 2013.

During April 2013, a convertible promissory note totaling $10,266 including interest was fully converted into 146,654 unregistered shares of the Company’s common stock at $0.070 per share.

During May 2013 a consultant was granted 10,000 unregistered shares of the Company’s common stock for investor relation services to the Company.

These shares were valued at $1,410 or $0.141 per share.

During May 2013, a convertible promissory note was converted into unregistered shares of the Company’s common stock.

The amount totaled $7,175 including interest was converted into 102,500 unregistered shares of the Company’s common stock at $0.070 per share.

During June 2013, a director was issued 250,000 unregistered shares of the Company’s common stock for marketing services compensation.

These shares were valued at $0.150 per share or $37,500.

On September 11, 2012, the holder of a December 16, 2011 promissory note for $4,100 partially converted $1,600 of the note into 640,000 shares of the Company’s unregistered common stock at a per share price of $0.0025.

This conversion fully satisfied the terms of the promissory note.

On October 3, 2012, our chief executive officer was issued 15,000,000 unregistered shares of the Company’s common stock as part of his employment contract dated July 1, 2012.

During June 2013, an employee was issued 350,000 unregistered shares of the Company’s common stock for website services and salary compensation.

These shares were valued at $0.150 per share or $52,500.

On October 30, 2012, the Company issued 1,708,334 unregistered shares of the Company’s common stock to settle a convertible note payable plus accrued interest.

During June 2013, a consultant was issued 250,000 unregistered shares of the Company’s common stock for warehousing and fulfillment services compensation.

These shares were valued at $0.150 per share or $37,500.

On November 30, 2012 and December 18, 2012, the Company issued 3,000,000 and 2,000,000, respectively, unregistered shares of the Company’s common stock to settle two convertible notes payable.

During June 2013, our former chief executive officer was issued 1,500,000 unregistered shares of the Company’s common stock for fulfilling provisions in the Type2 acquisition agreement dated September 26, 2011.

These shares were valued at $0.150 per share or $225,000.

On December 17, 2012, the Company issued 399,011 unregistered shares of the Company’s common stock to settle a convertible note payable plus accrued interest.

During June 2013, a consultant was issued 250,000 unregistered shares of the Company’s common stock for investor relations compensation.

These shares were valued at $0.150 per share or $37,500.

On December 17, 2012, the Company issued 578,120 unregistered shares of the Company’s common stock to settle a convertible note payable plus accrued interest.

During July 2013, a convertible promissory note was converted into unregistered shares of the Company’s common stock.

The amount totaled $7,688 including interest was converted into 153,750 unregistered shares of the Company’s common stock at $0.050 per share.

During August 2013, a convertible promissory note was converted into unregistered shares of the Company’s common stock.

The amount totaled $12,500 was converted into 125,000 unregistered shares of the Company’s common stock at $0.100 per share.

During September 2013, a convertible promissory note was converted into unregistered shares of the Company’s common stock.

The amount totaled $7,688 including interest was converted into 153,750 unregistered shares of the Company’s common stock at $0.050 per share.

During September 2013, a promissory note was partially converted into unregistered shares of the Company’s common stock.

The amount totaled $6,000 was converted into 600,000 unregistered shares of the Company’s common stock at $0.010 per share.

During November 2013, a promissory note was converted into unregistered shares of the Company’s common stock.

The amount totaled $7,167 including interest was converted into 716,667 unregistered shares of the Company’s common stock at $0.015 per share.

During December 2013, a promissory note was converted into unregistered shares of the Company’s common stock.

The amount totaled $10,189 including interest was converted into 679,251 unregistered shares of the Company’s common stock at $0.015 per share.

During December 2013, a consultant was granted 800,000 unregistered shares of the Company’s common stock for a clinical research study on our Type2Defense product.

These shares were valued at $0.018 per share or $14,400.

On January 18, 2013, a consultant was issued 2,000,000 unregistered shares of the Company’s common stock for marketing services to the Company.

The shares were issued in January 2014.

During January 2014, our former chief executive officer canceled 600,000 of his personal unregistered shares of the Company’s common stock to satisfy a promissory note conversion request.

These shares were valued at $0.035 per share or $21,000.

On January 23, 2013, the Company issued 1,464,286 unregistered shares of the Company’s common stock to settle a convertible note payable plus accrued interest.

During January 2014, a promissory note was converted into unregistered shares of the Company’s common stock.

The amount totaled $12,849 including interest was converted into 856,632 unregistered shares of the Company’s common stock at $0.015 per share.

During March 2014, a promissory note was partially converted into unregistered shares of the Company’s common stock.

The amount totaled $4,000 was converted into 800,000 unregistered shares of the Company’s common stock at $0.005 per share.

During March 2014, a promissory note was converted into unregistered shares of the Company’s common stock.

The amount totaled $13,151 including interest was converted into 658,594 unregistered shares of the Company’s common stock at $0.020 per share.

During March 2014, the Company signed an agreement with a firm to provide strategic business development activities for the Company.

The firm will be compensated with 360,000 unregistered shares of the Company’s common stock payable in increments of 30,000 shares per month for twelve (12) months starting on April 1, 2014.

As of June 20, the Company issued 90,000 unregistered shares of the Company’s common stock which were valued at $0.014 per share or $1,239.

During April 2014, our former chief executive officer was re-issued 600,000 unregistered shares of the Company’s common stock which were canceled in January 2014 to satisfy a promissory note conversion request.

These shares were valued at $0.035 per share or $21,000.

On January 25, 2013, the Company issued 732,436 unregistered shares of the Company’s common stock to settle a convertible note payable plus accrued interest.

During April 2014, Thomas Metzger, our chief executive officer/chief financial officer was issued 250,000 unregistered shares of the Company’s common stock for compensation.

These shares were valued at $0.0151 per share or $3,375.

On February 7, 2013, the Company issued 1,485,519 unregistered shares of the Company’s common stock to settle a convertible note payable plus accrued interest.

During April 2014, James Hodge, our chairman of the board of directors, was issued 250,000 unregistered shares of the Company’s common stock for joining the Company’s board.

These shares were valued at $0.0151 per share or $3,375.

On March 4, 2013, the Company issued 743,933 unregistered shares of the Company’s common stock to settle a convertible note payable plus accrued interest.

During April 2014, Peggy Knight our chief marketing officer was issued 750,000 unregistered shares of the Company’s common stock for marketing compensation.

These shares were valued at $0.0151 per share or $11,325.

33 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity