What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2023-04-13 compared with 2022-04-14 · 68 added, 22 removed, 121 unchanged (43% of the section changed)

50 unchanged sentences

24,522,212 (1)

(1) Effective February 17, 2021, the Company awarded to Chandran Seshagiri 300,000 unvested shares of the

Company’s Common Stock under the 2019 Plan, as defined below.

As of December 31, 2021, no shares were vested.

Of the 24,522,212 shares remaining for future issuance under equity compensation plans, 15,100,000 shares of Common Stock have been awarded but are unvested.

2017 Stock Incentive Plan

34 unchanged sentences

such as a merger or consolidation or the sale, transfer or other disposition of all or substantially all our assets.

As of December 31, 2021, the Board had awarded

4,352,288 shares of Common Stock under the 2017 Plan.

As of December 31, 2022, there were 3,547,788

shares of Common Stock issued with 952,212 remaining for awards under the 2017 Plan.

2019 Stock Incentive Plan

29 unchanged sentences

such as a merger or consolidation or the sale, transfer or other disposition of all or substantially all our assets.

As of December 31, 2021, the Board had awarded

3,560,000 shares Common Stock under the 2019 Plan.

As of December 31, 2022, there were 3,630,000

shares of shares Common Stock awarded (including 3,080,000 shares issued and 550,000 shares awarded but unvested) with 1,370,000 shares

remaining for awards under the 2019 Plan.

2022 Stock Incentive Plan

On March 18, 2022, the Board of Directors adopted

the 2022 Stock Incentive Plan (the “ 2022 Plan ”).

The purposes of the 2022 Plan are (a) to enhance our ability to attract

and retain the services of qualified employees, officers, directors, consultants, and other service providers upon whose judgment, initiative

and efforts the successful conduct and development of our business largely depends, and (b) to provide additional incentives to such persons

or entities to devote their utmost effort and skill to the advancement and betterment of our company, by providing them an opportunity

to participate in the ownership of our Company and thereby have an interest in the success and increased value of our Company.

The 2022 Plan is administered by our board of

however, the board of directors may designate administration of the 2022 Plan to a committee consisting of at least two independent

Awards may be made under the Plan for up to 20,000,000 shares of common stock of the Company.

Only employees of our Company

or of an “Affiliated Company”, as defined in the 2022 Plan, (including members of the board of directors if they are employees

of our Company or of an Affiliated Company) are eligible to receive incentive stock options under the 2022 Plan.

Employees of our Company

or of an Affiliated Company, members of the board of directors (whether or not employed by our company or an Affiliated Company), and

“Service Providers”, as defined in the 2022 Plan, are eligible to receive non-qualified options, restricted stock units, and

stock appreciation rights under the 2022 Plan.

All awards are subject to Section 162(m) of the Internal Revenue Code.

No option awards may be exercisable more than

ten years after the date it is granted.

In the event of termination of employment for cause, the options terminate on the date of employment

is terminated.

In the event of termination of employment for disability or death, the optionee or administrator of optionee’s estate

or transferee has six months following the date of termination to exercise options received at the time of disability or death.

event of termination for any other reason other than for cause, disability or death, the optionee has 30 days to exercise his or her options.

The 2022 Plan will continue in effect until all

the stock available for grant or issuance has been acquired through exercise of options or grants of shares, or until ten years after

its adoption, whichever is earlier.

Awards under the 2022 Plan may also be accelerated in the event of certain corporate transactions

such as a merger or consolidation or the sale, transfer or other disposition of all or substantially all our assets.

As of December 31, 2022, there were 14,300,000

shares of Common Stock awarded (including 14,300,000 shares awarded but unvested) with 5,700,000 shares remaining for awards under the

Stock Options

1 unchanged sentence

Recent Sales of Unregistered Securities

On November 19, 2020, pursuant to the terms of

a Securities Purchase Agreement dated November 16, 2020, we entered into a preferred equity financing agreement with GHS Investments,

LLC (“ GHS ”) in the amount of up to $600,000.

The agreement provides for GHS’s purchase, from time to time, of

up to 600 shares of our newly-designated Series B Convertible Preferred Stock (the “ Series B Preferred Stock ”).

December 20, 2021, GHS purchased 51 shares of Series B Preferred Stock for $51,000.

This issuance was exempt under Rule 506(b) under

Regulation D.

GHS was an “accredited investor” as defined in Rule 501 under the Securities Act.

We did not engage in any general

solicitation or advertising in connection with the issuance of the shares of Series B Preferred Stock.

commissions in the amount of $1,000 were paid to J.H.

Selected Financial Data

As a Smaller Reporting Company, we are not required

to furnish information under this Item 6.

Equity Financing

On November 1, 2021,

we entered into an Equity Financing Agreement with GHS Investments, LLC (“ GHS ”) for an equity line.

Although we are

not required to sell shares under the Equity Financing Agreement, the Equity Financing Agreement gives us the option to sell to GHS up

to $2,500,000 worth of our common stock, in increments, beginning on the first trading day after the effective date of this Registration

Statement and ending on the earlier of (i) the date GHS has purchased an aggregate of $2,500,000 of our common stock pursuant to the Equity

Financing Agreement, (ii) November 1, 2023, twenty-four months from the date of execution of the Equity Financing Agreement, or (iii)

upon mutual termination of the Equity Financing Agreement (the “ Open Period ”).

During the Open Period,

we may, in our sole discretion, deliver a put notice (“ Put Notice ”) to GHS which shall state the dollar amount requested

by us (the “ Put Amount ”) and number of shares intends to sell to GHS on a designated closing date.

The purchase price

(the “ Purchase Price ”) of the common stock sold pursuant to a Put Notice will be set at 90% of the lowest volume-weighted

average price of our common stock during the ten consecutive trading day period immediately preceding the date on which we deliver the

Put Notice to GHS.

We are obligated to deliver a number of shares to GHS equal to Put Amount divided by the Purchase Price in consideration

of the payment of the Put Amount.

Below is a table of all

puts made by the Company under the Equity Financing Agreement during the quarter ended December 31, 2022:

Number of Shares Sold

Total Proceeds, Net of Discounts

Effective Price per Share

The shares issued in

reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation

D under the Securities Act, based in part on the representations of the investor.

There were $1,509 in sales commissions paid to J.H.

Darbie & Co., Inc.

Darbie ”) pursuant to these transactions.

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