What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2022-03-16 compared with 2021-03-23 · 45 added, 45 removed, 20 unchanged (82% of the section changed)

4 unchanged sentences

of March 16, 2022, the Company had 729 stockholders of record and 335,183,206 outstanding shares of common stock.

Company has never declared or paid a dividend on its common stock, and it does not anticipate paying cash or other dividends in

the foreseeable future.

Company has never declared or paid a dividend on its common stock, and it does not anticipate paying cash or other dividends in the foreseeable

Sales of Unregistered Securities

October 2020, the Company issued 33,319 shares of common stock associated with previously issued subscriptions on common stock

with a value of approximately $5,000.

the period October 2020 to January 2021, the holder of Company-issued debentures converted $4.2 million of principal and approximately

$66,000 of accrued interest into 28,233,972 shares of common stock at a conversion prices ranging from $0.11 to $0.29 per share.

December 2020, the Company issued 1,739,759 shares of common stock to retire a promissory note with a principal balance of $500,000

and accrued interest of approximately $62,000.

November and December 2020, the Company’s CEO, CFO, and an independent board member exercised stock options to purchase

an aggregate of 550,000 shares of common stock, at exercise prices of $0.13 and $0.14 per share.

December 2020, the Company granted 11,413 shares of common stock to an employee in exchange for services rendered during 2020

at a value of approximately $5,000.

These granted shares were issued in February 2021.

the period of October 2020 to January 2021, the Company granted five-year options to employees and consultants to purchase up

to 4,405,000 shares of common stock at exercise prices ranging from $0.14 to $0.90 per share.

February 2021, the Company issued three-year warrants to purchase up to 100,000 shares of common stock at an exercise price of

$0.82 per share.

Also during this month, warrants to purchase 50,000 shares of common stock were exercised at a price of $0.15

issuance of the shares of common stock described above were deemed to be exempt from registration under the Securities Act in

reliance upon Sections 4(a)(2) and/or 4(a)(5) of the Securities Act.

A legend restricting the sale, transfer, or other disposition

of these securities other than in compliance with the Securities Act was placed on the securities issued in the foregoing transactions.

In November 2021, the Company issued 202,204 shares

of common stock associated with previously issued subscriptions on common stock with a value of approximately $189,000.

During the period October 2021 to January 2022,

the holder of Company-issued promissory notes converted $875,000 of principal into 2,500,001 shares of common stock at a conversion price

of $0.35 per share.

During the period October 2021 to January 2022,

options to purchase 55,000 shares of common stock were exercised by current and former employees at exercise prices of $0.14 and $0.30

Additionally, in December 2021, the Company’s CEO and CFO each exercised options on a cashless basis to purchase common

stock at an exercise price of $0.63 per share, each receiving 26,744 net shares of common stock.

In December 2021, the Company granted 2,293 shares

of common stock to an employee in exchange for services rendered during the fourth quarter of 2021 at a value of approximately $2,000.

In December 2021, the Company issued 825,000 shares

of common stock in exchange for consulting services.

During the period October 2021 to December 2021, the Company granted

five-year options to employees to purchase up to 2,972,500 shares of common stock at exercise prices ranging from $0.69 to $0.88 per

Additionally, in October 2021, the Company granted five-year options to its CEO, CFO, and COO to purchase up to 11,250,000 shares

of common stock in the aggregate at an exercise price of $0.90 per share.

issuance of the shares of common stock described above were deemed to be exempt from registration under the Securities Act in reliance

upon Sections 4(a)(2) and/or 4(a)(5) of the Securities Act.

A legend restricting the sale, transfer, or other disposition of these securities

other than in compliance with the Securities Act was placed on the securities issued in the foregoing transactions.

Equity Compensation Plans

9 unchanged sentences

issuance under equity compensation plans

compensation plans approved by stockholders (1)

Equity compensation plans approved by stockholders (1)

Equity compensation plans not approved by stockholders

of options exercisable for (i) 50,000 shares granted under the Company’s the 2011 Stock Option and Restricted Stock

and (ii) 9,755,750 shares granted under the Incentive Plan (hereinafter defined) of which 3,881,250 shares continue

to be subject to the terms of the Company’s 2018 Stock Award and Incentive Plan.

August 2019, the Company’s board of directors approved the Amended and Restated 2018 Stock Award and Incentive Plan (the

“Incentive Plan”), based on the board’s belief that awards authorized under the Incentive Plan provide incentives

for the achievement of important performance objectives and promote the long-term success of the Company.

In September 2019, the

Incentive Plan was approved by the stockholders at the Company’s annual stock-holders meeting.

of options exercisable for (i) 39,821,671 shares granted under the Incentive Plan (hereinafter defined) of which 3,456,250 shares

continue to be subject to the terms of the Company’s 2018 Stock Award and Incentive Plan.

Company’s Amended and Restated 2018 Stock Award and Incentive Plan (the “Incentive Plan”) provides incentives for the

achievement of important performance objectives and promotes the long-term success of the Company.

In September 2019, the Company’s

stockholders approved the Incentive Plan.

In September 2021, the stockholders approved an amendment to the Incentive Plan increasing

the aggregate number shares reserved for issuance from 40,000,000 to 70,000,000.

Incentive Plan is an omnibus plan, authorizing a variety of equity award types as well as cash and long-term incentive awards.

An aggregate of 40,000,000 shares are reserved for delivery to participants, and may be used for any type of award under the Incentive

Shares actually delivered in connection with an award will be counted against such number of reserved shares.

remain available for new awards if an award under the Incentive Plan expires, is forfeited, canceled, or otherwise terminated

without delivery of shares or is settled in cash.

Each award under the Incentive Plan is subject to the Company’s claw back

policy in effect at the time of grant of the award.

board of directors may amend, suspend, discontinue, or terminate the Incentive Plan or the authority to grant awards thereunder

without stockholder approval, except as required by law or regulation or under rules of the stock exchange, if any, on which the

Company’s stock may then be listed.

Unless earlier terminated, grants under the Incentive Plan will terminate ten years

after stockholder approval of the Incentive Plan, and the Incentive Plan will terminate when no shares remain available and the

Company has no further obligation with respect to any outstanding award.

under the Incentive Plan is subject to the Company’s claw back policy in effect at the time of grant of the award.

Shares actually

delivered in connection with an award will be counted against the aggregate number of reserved shares.

Shares will remain available for

new awards if an award under the Incentive Plan expires, is forfeited, canceled, or otherwise terminated without delivery of shares or

is settled in cash.

board of directors may amend, suspend, discontinue, or terminate the Incentive Plan or the authority to grant awards thereunder without

stockholder approval, except as required by law or regulation or under rules of the stock exchange, if any, on which the Company’s

stock may then be listed.

Unless earlier terminated, grants under the Incentive Plan will terminate ten years after stockholder approval

of the Incentive Plan, and the Incentive Plan will terminate when no shares remain available, and the Company has no further obligation

with respect to any outstanding award.

SELECTED FINANCIAL DATA

Company is a “smaller reporting company” as defined by Regulations S-K and as such, is not required to provide the

information contained in this item pursuant to Regulation S-K.

Company is a “smaller reporting company” as defined by Regulations S-K and as such, is not required to provide the information

contained in this item pursuant to Regulation S-K.

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