What changed in this filing

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Item 1A. Risk Factors

2023-03-01 compared with 2022-03-01 · 144 added, 161 removed, 686 unchanged (31% of the section changed)

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Investing in our common stock is

In addition to the other information contained in this annual report, you should consider carefully the following risk factors

in evaluating our business and us.

If any of the following events actually occur, our business, operating results, prospects or financial

condition could be materially and adversely affected.

This could cause the trading price of our common stock to decline and you may lose

all or part of your investment.

In addition to the other information contained in this Annual Report on Form 10-K, you should consider carefully the following

risk factors in evaluating our business and us.

If any of the following events actually occur, our business, operating results, prospects

or financial condition could be materially and adversely affected.

This could cause the trading price of our common stock to decline and

you may lose all or part of your investment.

The risks described below are not the only ones that we face.

Additional risks not presently known to

us or that we currently deem immaterial may also significantly impair our business operations and could result in a complete loss of your

Additional risks not presently

known to us or that we currently deem immaterial may also significantly impair our business operations and could result in a complete

loss of your investment.

We have incurred substantial operating losses since

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We incurred a net loss of

$18,631,381 for the year ended December 31, 2021 and $6,715,564 for the year ended December 31, 2020.

We anticipate that we will continue

to incur operating losses through at least 2022.

$17,230,480 for the year ended December 31, 2022, $18,631,381 for the year ended December 31, 2021 and $6,715,564 for the year ended December

We anticipate that we will continue to incur operating losses through at least 2023.

We may not be able to generate significant

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Identify, attract, retain and motivate qualified personnel;

· Continue to develop and upgrade our technologies to keep pace with changes

in technology and the growth of markets using polymer based materials;

· Develop expanded product production facilities, along with silicon-based

foundry and other outside contractor relationships;

Continue to develop and upgrade our technologies to keep pace with changes in technology and the growth of markets using polymer based materials;

Develop expanded product production facilities, along with silicon-based foundry and other outside contractor relationships;

Maintain our reputation and build trust with customers;

· Scale up from small pilot or prototype quantities to large quantities of

product on a consistent basis;

· Contract for or develop the internal skills needed to master large volume

production of our products;

· Fund the capital expenditures required to develop volume production due

to the limits of our available financial resources.

Scale up from small pilot or prototype quantities to large quantities of product on a consistent basis;

Contract for or develop the internal skills needed to master large volume production of our products;

Fund the capital expenditures required to develop volume production due to the limits of our available financial resources.

If we fail to effectively manage our growth, and

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In order to effectively manage growth, we must:

· Continue to develop an effective planning and management process to implement

our business strategy;

Continue to develop an effective planning and management process to implement our business strategy;

Hire, train and integrate new personnel in all areas of our business;

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Based on our current operating plan and budgeted cash requirements,

we believe that we have sufficient funds to finance our operations through December 2023;

we believe that we have sufficient funds to finance our operations through April 2024;

however, we will need to obtain additional future

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financing sooner than we expect.

Other than with respect to the purchase agreement for $33 million (the “ Purchase Agreement ”)

we entered into with Lincoln Park Capital Fund, LLC (“ Lincoln Park ”) on October 4, 2021, we have no plans or arrangements

with respect to the possible acquisition of additional financing, and such financing may be unavailable when we need it or may not be

available on acceptable terms.

We currently have a remaining amount of $13,448,832 that is available to our Company pursuant to the Purchase

Other than with respect to (i) the purchase agreement for $33 million

we entered into with Lincoln Park Capital Fund, LLC (“ Lincoln Park ”) on October 4, 2021 (the “ 2021 Purchase

Agreement ”);

(ii) the purchase agreement for up to $30 million we entered into with Lincoln Park on February 28, 2023

(the " 2023 Purchase Agreement ”);

and (iii) the sales agreement for up to $35 million we entered into with Roth

Capital Partners, LLC (“ Roth Capital ”) on December 9, 2022 (the “ Roth Sales Agreement ”) ;

we have no plans or arrangements with respect to the possible acquisition of additional financing, and such financing may be unavailable

when we need it or may not be available on acceptable terms.

We currently have a remaining amount of $2,126,557 million that is available

to our Company pursuant to the 2021 Purchase Agreement with Lincoln Park, $30 million that is available to our Company pursuant to the

2023 Purchase Agreement with Lincoln Park, and $35 million that is available to our Company pursuant to the Roth Sales Agreement with

Roth Capital.

Our forecast of the period of time

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uncertainties, and actual results could vary as a result of a number of factors, including the factors discussed elsewhere in this Annual

We have based this estimate on assumptions that may prove to be wrong, and we could use our available capital resources sooner

than we currently expect.

Report on Form 10-K.

We have based this estimate on assumptions that may prove to be wrong, and we could use our available capital resources

sooner than we currently expect.

Additional financing may not be

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The market may not accept the price and/or performance of our products;

· There may be issued patents we are not aware of that could block our entry into the market or could

result in excessive litigation;

· The time required for us to achieve market acceptance of our products may exceed our capital resources

that would require additional investment.

There may be issued patents we are not aware of that could block our entry into the market or could result in excessive litigation;

The time required for us to achieve market acceptance of our products may exceed our capital resources that would require additional investment.

Our plan to develop relationships with strategic partners may not be

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Accordingly, our success will depend on our ability to:

· Accurately predict the needs of our target customers and develop, in a timely

manner, the technology required to support those needs;

· Provide products that are not only technologically sophisticated but are

also available at a price acceptable to customers and competitive with comparable products;

Accurately predict the needs of our target customers and develop, in a timely manner, the technology required to support those needs;

Provide products that are not only technologically sophisticated but are also available at a price acceptable to customers and competitive with comparable products;

Establish and effectively defend our intellectual property;

· Enter into relationships with other companies that have developed complementary

technology into which our products may be integrated.

Enter into relationships with other companies that have developed complementary technology into which our products may be integrated.

We cannot assure you that we will be able to achieve

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We may grow our business through

strategic acquisitions and investments, such as our acquisition of BrPhotonics’ polymer business, and we are actively evaluating

acquisitions and strategic investments in businesses, products or technologies that we believe could complement or expand our product

offering, create and/or expand a client base, enhance our technical capabilities or otherwise offer growth or cost-saving opportunities.

From time to time, we may enter into letters of intent with companies with which we are negotiating potential acquisitions or investments

or as to which we are conducting due diligence.

Although we are currently not a party to any binding material definitive agreement with

respect to potential investments in, or acquisitions of, complementary businesses, products or technologies, we may enter into these types

of arrangements in the future, which could materially decrease the amount of our available cash or require us to seek additional equity

or debt financing.

We have limited experience in successfully acquiring and integrating businesses, products and technologies.

not be successful in negotiating the terms of any potential acquisition, conducting thorough due diligence, financing the acquisition

or effectively integrating the acquired business, product or technology into our existing business and operations.

Our due diligence may

fail to identify all of the problems, liabilities or other shortcomings or challenges of an acquired business, product or technology,

including issues related to intellectual property, product quality or product architecture, regulatory compliance practices, revenue recognition

or other accounting practices, or employee or customer issues.

strategic acquisitions and investments, and we are actively evaluating acquisitions and strategic investments in businesses, products

or technologies that we believe could complement or expand our product offering, create and/or expand a client base, enhance our technical

capabilities or otherwise offer growth or cost-saving opportunities.

From time to time, we may enter into letters of intent with companies

with which we are negotiating potential acquisitions or investments or as to which we are conducting due diligence.

Although we are currently

not a party to any binding material definitive agreement with respect to potential investments in, or acquisitions of, complementary businesses,

products or technologies, we may enter into these types of arrangements in the future, which could materially decrease the amount of our

available cash or require us to seek additional equity or debt financing.

We have limited experience in successfully acquiring and integrating

businesses, products and technologies.

We may not be successful in negotiating the terms of any potential acquisition, conducting thorough

due diligence, financing the acquisition or effectively integrating the acquired business, product or technology into our existing business

and operations.

Our due diligence may fail to identify all of the problems, liabilities or other shortcomings or challenges of an acquired

business, product or technology, including issues related to intellectual property, product quality or product architecture, regulatory

compliance practices, revenue recognition or other accounting practices, or employee or customer issues.

Additionally, in connection with

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As a result, these competitors may:

· succeed in developing products that are equal to or superior to our potential

products or that will achieve greater market acceptance than our potential products;

succeed in developing products that are equal to or superior to our potential products or that will achieve greater market acceptance than our potential products;

devote greater resources to developing, marketing or selling their products;

· respond more quickly to new or emerging technologies or scientific advances

and changes in customer requirements, which could render our technologies or potential products obsolete;

· introduce products that make the continued development of our potential

products uneconomical;

· obtain patents that block or otherwise inhibit our ability to develop and

commercialize our potential products;

respond more quickly to new or emerging technologies or scientific advances and changes in customer requirements, which could render our technologies or potential products obsolete;

introduce products that make the continued development of our potential products uneconomical;

obtain patents that block or otherwise inhibit our ability to develop and commercialize our potential products;

withstand price competition more successfully than we can;

· establish cooperative relationships among themselves or with third parties

that enhance their ability to address the needs of our prospective customers.

establish cooperative relationships among themselves or with third parties that enhance their ability to address the needs of our prospective customers.

Our failure to compete successfully against these existing

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procedures and policies we would have to adopt to comply with applicable existing or future regulations.

We are subject to regulatory compliance

related to our operations.

We are subject to regulatory compliance related to our operations.

We are subject to various U.S.

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contest with respect to election of our directors, or other activist stockholder activities, could adversely affect our business because:

(1) responding to a proxy contest and other actions by activist stockholders can be costly and time-consuming, disruptive to our

operations and divert the attention of management and our employees;

(2) perceived uncertainties as to our future direction caused

by activist activities may result in the loss of potential business opportunities, and may make it more difficult to attract and retain

qualified personnel and business partners;

and (3) if individuals are elected to our Board of Directors with a specific agenda, it

may adversely affect our ability to effectively and timely implement our strategic plans.

(1) responding to a proxy contest and other actions by activist stockholders can be costly and time-consuming, disruptive to our operations

and divert the attention of management and our employees;

(2) perceived uncertainties as to our future direction caused by activist activities

may result in the loss of potential business opportunities, and may make it more difficult to attract and retain qualified personnel and

business partners;

and (3) if individuals are elected to our Board of Directors with a specific agenda, it may adversely affect our ability

to effectively and timely implement our strategic plans.

The requirements of being a public company are

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divert the time and resources of our management and adversely affect our business and operating results.

If we fail to maintain an effective system of disclosure controls and

internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations

could be impaired.

If we fail to maintain an effective system of disclosure

controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with

applicable regulations could be impaired.

As a public company, we are subject

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our disclosure controls and procedures quarterly.

In particular, Section 404 of the Sarbanes-Oxley Act, (Section 404), requires

us to perform system and process evaluation and testing of our internal control over financial reporting to allow management to report

on, and our independent registered public accounting firm to attest to, the effectiveness of our internal control over financial reporting.

Our compliance with applicable provisions of Section 404 requires that we incur substantial accounting expense and expend significant

management time on compliance-related issues as we implement additional corporate governance practices and comply with reporting requirements.

Moreover, if we are not able to comply with the requirements of Section 404 applicable to us in a timely manner, or if we or our

independent registered public accounting firm identifies deficiencies in our internal control over financial reporting that are deemed

to be material weaknesses, the market price of our stock could decline and we could be subject to sanctions or investigations by

the SEC or other regulatory authorities, stockholder or other third-party litigation, all of which would require additional financial

and management resources.

Furthermore, investor perceptions of our Company may

suffer if deficiencies are found, and this could cause a decline in the market price of our stock or hinder our ability to raise capital.

Irrespective of compliance with Section 404, any failure of our internal control over financial reporting could have a material adverse

effect on our stated operating results and harm our reputation.

If we are unable to continue to implement and maintain these requirements

effectively or efficiently, it could harm our operations, financial reporting, or financial results and could result in an adverse opinion

on our internal controls from our independent registered public accounting firm.

In particular, Section 404 of the Sarbanes-Oxley Act, (Section 404), requires us to

perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on, and

our independent registered public accounting firm to attest to, the effectiveness of our internal control over financial reporting.

compliance with applicable provisions of Section 404 requires that we incur substantial accounting expense and expend significant management

time on compliance-related issues as we implement additional corporate governance practices and comply with reporting requirements.

if we are not able to comply with the requirements of Section 404 applicable to us in a timely manner, or if we or our independent registered

public accounting firm identifies deficiencies in our internal control over financial reporting that are deemed to be material weaknesses,

the market price of our stock could decline and we could be subject to sanctions or investigations by the SEC or other regulatory authorities,

stockholder or other third-party litigation, all of which would require additional financial and management resources.

Furthermore, investor perceptions

of our Company may suffer if deficiencies are found, and this could cause a decline in the market price of our stock or hinder our ability

to raise capital.

Irrespective of compliance with Section 404, any failure of our internal control over financial reporting could have

a material adverse effect on our stated operating results and harm our reputation.

If we are unable to continue to implement and maintain

these requirements effectively or efficiently, it could harm our operations, financial reporting, or financial results and could result

in an adverse opinion on our internal controls from our independent registered public accounting firm.

The exercise of options and warrants and other

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issuance of shares of our capital stock in connection with any collaboration (although none are contemplated at this time) or in connection

with other financing efforts, including pursuant to the Purchase Agreement with Lincoln Park.

Any issuance of our common stock that is

not made solely to then-existing stockholders proportionate to their interests, such as in the case of a stock dividend or stock split,

will result in dilution to each stockholder by reducing his, her or its percentage ownership of the total outstanding shares.

if we issue options or warrants to purchase our common stock in the future and those options or warrants are exercised or we issue restricted

stock, stockholders may experience further dilution.

Holders of shares of our common stock have no preemptive rights that entitle them

to purchase their pro rata share of any offering of shares of any class or series.

with other financing efforts, including pursuant to the 2021 Purchase Agreement with Lincoln Park, the 2023 Purchase Agreement with Lincoln

Park, and the Roth Sales Agreement with Roth Capital.

Any issuance of our common stock that is not made solely to then-existing stockholders

proportionate to their interests, such as in the case of a stock dividend or stock split, will result in dilution to each stockholder

by reducing his, her or its percentage ownership of the total outstanding shares.

Moreover, if we issue options or warrants to purchase

our common stock in the future and those options or warrants are exercised or we issue restricted stock, stockholders may experience further

Holders of shares of our common stock have no preemptive rights that entitle them to purchase their pro rata share of any offering

of shares of any class or series.

price of our common stock has been, and may continue to be, volatile, and the value of our common stock may decline.

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our Company’s ability to execute on its business plan;

· the status of particular development programs and the timing of performance

under specific development agreements;

the status of particular development programs and the timing of performance under specific development agreements;

actual or anticipated demand for our potential products and technologies;

· amount and timing of our costs related to our development and marketing efforts or other initiatives and

expansion of our operations;

· changes in anticipated commercial deployment of our products and financial

amount and timing of our costs related to our development and marketing efforts or other initiatives and expansion of our operations;

changes in anticipated commercial deployment of our products and financial results;

our ability to enter into, renegotiate or renew key agreements or strategic relationships,

· our ability to develop expanded product production facilities, along with silicon-based foundry and other

outside contractor relationships;

our ability to develop expanded product production facilities, along with silicon-based foundry and other outside contractor relationships;

issuance of new or updated research or reports by securities analysts;

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large trades, block trades or short selling of our common stock,

· actual or anticipated changes in our competitive position relative to our

industry competitors;

· announcements or implementation by our competitors of technological innovations

or new products;

actual or anticipated changes in our competitive position relative to our industry competitors;

announcements or implementation by our competitors of technological innovations or new products;

changes in laws or regulations applicable to our products or industry;

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costs related to possible future acquisitions of technologies or businesses;

· economic conditions specific to our industry, as well as general economic

and market conditions;

· other events or factors, including those resulting from civil unrest, war,

foreign invasions, terrorism, or public health crises (e.g.

economic conditions specific to our industry, as well as general economic and market conditions;

other events or factors, including those resulting from civil unrest, war, foreign invasions, terrorism, or public health crises (e.g.

Covid-19), or responses to such events.

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the price of our common stock to decline and may impair our ability to raise capital in the future.

common stock is traded on The NASDAQ Capital Market and, despite certain increases of trading volume from time to time, there have been

periods when the market for our common stock could be considered “thinly-traded,” meaning that the number of persons interested

in purchasing our common stock at or near bid prices at any given time may be relatively small.

Finance transactions or option/warrant

exercises resulting in a large amount of newly issued shares that become readily tradable, or other events that cause current stockholders

to sell shares, could place downward pressure on the trading price of our stock the trading price of our stock could decline.

Additionally,

we believe a significant portion of our shares are held by shareholders that accumulated their shares during a time when our shares prices

were significantly less than our current share prices.

If these shareholders, some of which hold a substantial number of shares of our

common stock, decide to sell some or all of their shares at once without regard to the impact of their sales on the market price of our

stock, the trading price of our stock could decline.

In addition, the lack of a robust resale market may require a stockholder

who desires to sell a large number of shares of common stock to sell the shares in increments over time to mitigate any adverse impact

of the sales on the market price of our stock.

Our common stock is traded on The

NASDAQ Capital Market and, despite certain increases of trading volume from time to time, there have been periods when the market for

our common stock could be considered “thinly-traded,” meaning that the number of persons interested in purchasing our common

stock at or near bid prices at any given time may be relatively small.

Finance transactions or option/warrant exercises resulting in a

large amount of newly issued shares that become readily tradable, or other events that cause current stockholders to sell shares, could

place downward pressure on the trading price of our stock the trading price of our stock could decline.

Additionally, we believe a significant

portion of our shares are held by shareholders that accumulated their shares during a time when our shares prices were significantly less

than our current share prices.

If these shareholders, some of which hold a substantial number of shares of our common stock, decide to

sell some or all of their shares at once without regard to the impact of their sales on the market price of our stock, the trading price

of our stock could decline.

In addition, the lack of a robust resale market may require a stockholder who desires to sell a large number

of shares of common stock to sell the shares in increments over time to mitigate any adverse impact of the sales on the market price of

If our existing stockholders sell,

or the market perceives that our stockholders intend to sell, substantial amounts of our common stock in the public market, including

shares issued upon the exercise of outstanding options or warrants or pursuant to the Purchase Agreement with Lincoln Park, the market

price of our common stock could decline.

Sales of a substantial number of shares of our common stock may make it more difficult for us

to sell equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.

We may become involved

in securities class action litigation that could divert management’s attention and harm our business.

shares issued upon the exercise of outstanding options or warrants or pursuant to the 2021 Purchase Agreement with Lincoln Park, the 2023

Purchase Agreement with Lincoln Park, and the Roth Sales Agreement with Roth Capital, the market price of our common stock could decline.

Sales of a substantial number of shares of our common stock may make it more difficult for us to sell equity or equity-related securities

in the future at a time and price that we deem reasonable or appropriate.

We may become involved in securities class action litigation

that could divert management’s attention and harm our business.

Our common stock will be subject to potential

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volume could decline.

The trading market for most companies’

securities depends in part on the research and reports that securities or industry analysts publish about them or their business.

have no independent research analysts that cover our stock and we may not obtain research coverage by securities and industry analysts

until our products are commercialized and we obtain revenues, and there is no assurances that we will ever obtain independent research

analysts coverage.

If no securities or industry analysts commence coverage of us, the trading price for our common stock could be negatively

In the event any analyst who covers us downgrades our securities, the price of our securities would likely decline.

more of these analysts ceases to cover us or fails to publish regular reports on us, interest in the purchase of our securities could

decrease, which could cause the price of our common stock and its trading volume to decline.

The trading market for most listed

companies’ securities depends in part on the research and reports that securities or industry analysts publish about them or their

We currently have no independent research analysts that cover our stock and we may not obtain research coverage by securities

and industry analysts until our products are commercialized and we obtain revenues, and there is no assurances that we will ever obtain

independent research analysts coverage.

If no securities or industry analysts commence coverage of us, the trading price for our common

stock could be negatively affected.

In the event any analyst who covers us downgrades our securities, the price of our securities would

likely decline.

If one or more of these analysts ceases to cover us or fails to publish regular reports on us, interest in the purchase

of our securities could decrease, which could cause the price of our common stock and its trading volume to decline.

Our board of directors has the authority, without

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These anti-takeover provisions:

· authorize our board of directors to create and issue, without stockholder

approval, preferred stock, thereby increasing the number of outstanding shares, which can deter or prevent a takeover attempt;

· prohibit cumulative voting in the election of directors, which would otherwise

allow less than a majority of stockholders to elect director candidates;

· empower our board of directors to fill any vacancy on our board of directors,

whether such vacancy occurs as a result of an increase in the number of directors or otherwise;

· provide that our board of directors be divided into three classes, with

approximately one-third of the directors to be elected each year;

· provide that our board of directors is expressly authorized to adopt, amend

or repeal our bylaws;

· provide that our directors will be elected by a plurality of the votes cast

in the election of directors.

authorize our board of directors to create and issue, without stockholder approval, preferred stock, thereby increasing the number of outstanding shares, which can deter or prevent a takeover attempt;

prohibit cumulative voting in the election of directors, which would otherwise allow less than a majority of stockholders to elect director candidates;

empower our board of directors to fill any vacancy on our board of directors, whether such vacancy occurs as a result of an increase in the number of directors or otherwise;

provide that our board of directors be divided into three classes, with approximately one-third of the directors to be elected each year;

provide that our board of directors is expressly authorized to adopt, amend or repeal our bylaws;

provide that our directors will be elected by a plurality of the votes cast in the election of directors.

Nevada Revised Statutes, the terms

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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 1A. Risk Factors