What changed in this filing

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Item 1. Business

2021-02-16 compared with 2020-03-09 · 330 added, 137 removed, 9 unchanged (98% of the section changed)

are developing innovative technologies to increase the storage capacity, lower the cost and extend the life of lithium-ion batteries

for electric vehicles or EV.

We have previously developed an innovative material technology to reduce the cost per watt of electricity

produced by Photovoltaic, or PV, solar modules.

We are currently working on a silicon anode additive material technology intended

to increase the storage capacity of current and future generation of lithium-ion batteries.

a modern world running on electricity, the need for battery storage has never been greater.

The ability to store energy, take

it on the go, and use it later, has opened up a new world of “Killer Apps”

such as long range electric vehicles, iPhones,

and storage of renewable wind and solar energy for later use.

The key to enabling these Killer Apps is better and lower cost batteries.

are entering a “Golden Age”

of electric vehicles, powered by growing demand from environmentally conscious consumers

and governments, enabled by the increasing performance and decreasing cost of lithium-ion batteries

vehicles were once a luxury product, but now major car manufacturers such as Ford, General Motors, and Toyota have all announced

new EV lineups for the mass market.

The world’s second largest car manufacturer, Volkswagen, went as far as betting the

farm on EVs by planning to only produce electric vehicles in the future.

Bloomberg’s

2019 Electric Vehicle Outlook report forecast annual passenger EV sales to rise from 2 million in 2018 to 56 million by 2040.

With the growth in EVs will result in a corresponding growth in batteries, specifically lithium-ion batteries.

A 2019 Research

and Markets report projects that the global electric vehicle battery market size, valued at $20 billion in 2017, will grow to

$92 billion by 2025, at a compound annual growth rate of 19.04%.

and Development

previously developed robust bio-based components that meet the stringent thermal and durability requirements of current PV module

manufacturing processes.

We identified certain bio-based materials that are inherently durable, and we then applied proprietary

material processes to enhance the desirable characteristics of these bio-based materials –

turning them into robust and

durable materials to be used as solar panel components.

Based on long term environmental testing performed by the Company,

we believe our BioBacksheet R is more durable than conventional petroleum based back sheets available in the market

The BioBacksheet R successfully obtained Underwriters Laboratories’

(UL) material certification in February

This version of our back sheet is designed for conventional c-Si solar modules, which currently represents over

75 percent of solar modules produced in the world, as well as for certain thin film solar modules.

The relative thermal

index (RTI) rating of 130°

C by UL was issued during the 3rd quarter of 2012, and a number of PV panel manufacturers

obtained certifications on their PV panels incorporating BioBacksheet R for UL/IEC.

or Si is one of the most promising anode materials being considered for next generation, high-energy and high-power lithium ion

batteries or LIBs.

Graphite is currently the most widely used anode material, but Si has attracted great attention because of

its natural abundance, non-toxicity, and theoretical storage capacity of nearly 4200 mAh/g, or about 10 times more capacity than

conventional graphite anodes.

More capacity will mean longer distance EVs can go before needing to recharge.

Unfortunately, Si

anodes suffer from large volume expansion and contraction during lithium-ion charge-discharge cycling.

This continuous volume

change pulverizes the Si material over time and leads to battery failure.

This is the primary challenge that BioSolar’s

innovative technology intends to overcome, as well as maximizing the performance of Si anode batteries.

performance boosting additives improve the performance of silicon anodes by:

(1) increasing the efficiency of lithium-ion transfer,

and (2) preserving the silicon anode structure during silicon’s volume expansion and contraction associated with charge-discharge

This will help increase the storage capacity and life of lithium-ion batteries made from various types of silicon anodes.

We are currently preparing commercial-grade prototype battery cells to demonstrate the benefits of our performance boosting additives

in a complete silicon anode lithium-ion battery.

Commercial partners working on this project include Ferroglobe PLC, one of the

world’s largest suppliers of raw silicon materials, and Top Battery, a South Korean manufacturer of EV batteries.

will begin marketing our energy storage component material technology as soon as demonstration prototypes become available.

marketing plan includes engaging with lithium-ion battery manufacturers, as well as identifying potential licensing partners in

the following industries:

We are a developer of

clean energy technologies.

Our current focus is on developing an electrolyzer technology to lower the cost of Green Hydrogen production.

Hydrogen is the cleanest

and most abundant fuel in the universe.

It is a zero-emission fuel and only produces water vapor when used.

However, hydrogen does

not exist in its pure form on Earth so it must be extracted.

For centuries, scientists have known how to use electricity to split

water into hydrogen and oxygen using a device called an electrolyzer.

Electrolyzers installed behind a solar farm or wind farm

can use renewable electricity to split water, thereby producing Green Hydrogen.

However, modern electrolyzers still cost too much.

The chemical catalysts that enable the water-splitting reactions are currently made from platinum and iridium –

both of which

are very expensive precious metals.

These catalysts account for nearly 50% of the cost of the electrolyzer.

We are developing technologies

to significantly reduce or replace rare earth materials with inexpensive earth abundant materials in electrolyzers to help usher

in a Green Hydrogen economy.

In a 2020 report, Goldman Sachs estimates that Green Hydrogen will be a $12 trillion market opportunity

We are also developing

innovative technologies to increase the storage capacity, lower the cost and extend the life of lithium-ion batteries for electric

vehicles (EV).

We have previously developed an innovative material technology to reduce the cost per watt of electricity produced

by Photovoltaic, or PV, solar modules.

We are currently working on a silicon anode material technology intended to reduce the cost

of current and future generation of lithium-ion batteries for EVs.

Industry Overview

Hydrogen is the most abundant and prevalent

clean energy in the universe.

73% of the Sun is made up of hydrogen.

On a weight basis, hydrogen (142 MJ/kg) contains 3X as much energy as gasoline (46 MJ/kg), and 200X as much energy as lithium-ion batteries (0.6 MJ/kg).

It can be used in fuel cells to power electric vehicles or cities.

It can be combusted in gas turbines or internal combustion engines for power generation.

It is a zero-emission clean fuel and produces only water vapor when used.

It is the main ingredient in fertilizers that feed our hungry world.

Hydrogen doesn’t

exist in its pure form, so it must be extracted.

According to a 2020 report from the U.S.

Department of Energy, more

than 98% of hydrogen in the world is made by steam reforming of natural gas (“Grey Hydrogen”) or

coal gasification (“Brown Hydrogen”).

Both sources of hydrogen are basically different forms of dirty,

carbon heavy, and non-renewable fossil fuels.

This does little to help fight climate change or lead to renewable

energy and a sustainable planet.

According to a 2020

research report from Grand View Research, hydrogen is already a big business with an annual market size of more than $117 billion

Developing cost-competitive Green Hydrogen made from renewable resources such as solar, wind and water

can significantly expand the market for hydrogen.

At this time, electrolyzer technology represents the most certain way

Solar or Wind Energy + Water + Electrolyzers

= Green Hydrogen

Abundant sources of

Green Hydrogen can then power a clean energy world of fast charging fuel cell electric vehicles,

light up our homes, make our fertilizers and ultimately replace many forms of fossil fuels.

overwhelming amount of scientific evidence shows that carbon emissions from fossil fuels have contributed to increasing global

climate change.

Policymakers around the world have accelerated programs to enable the development and adoption of renewable energy.

The U.S has been slow to adopt such programs but is quickly becoming a formidable force.

According to the World Resources Institute,

more than 14 U.S.

states have legislative mandates requiring 100% renewable electricity, some as early as 2040.

Both the U.K.

European Union are targeting net zero greenhouse gas emissions by 2050.

With this global backdrop

and concerted actions toward climate policies and clean energy, we believe the Green Hydrogen revolution is ready to take off.

The Sun doesn’t always shine, and the wind doesn’t always blow.

Therefore, green energy from solar and wind power is

inherently intermittent and unreliable as a primary source of power.

However, by converting that green electricity into Green Hydrogen,

and it can be used anywhere and anytime for electricity, chemicals, heating and all necessities of life.

Because of the versatility

of hydrogen, Green Hydrogen has the potential to fundamentally improve the world economy and usher in a new era of economic prosperity,

sustainability, and energy independence to those with access to solar, wind and water…

which describes most of the entire

In a 2020 report, Bank

of America said that hydrogen will take 25% of all oil demand by 2050 and that the Green Hydrogen economy could be worth more than

$11 trillion by 2050.

The firm also compared the opportunity for Green Hydrogen to pre-2007 smartphones and the Internet prior

to the dot-com boom.

Electrolyzer Technology

more than 200 years, scientists have known how to split water into hydrogen (H 2 ) and oxygen (O 2 ).

placing two metal electrodes into a jar of salted water (electrolytic solution) and applying an electrical voltage between them,

H 2 and O 2 will bubble up at the separate electrodes.

This process is called electrolysis and the

device is called an electrolyzer.

If the source of electricity is renewable such as solar or wind, then the resulting hydrogen

is a zero-greenhouse gas renewable resource –

Green Hydrogen.

There are two primary

types of commercial electrolyzers.

The original alkaline electrolyzer and the modern proton exchange membrane (PEM) electrolyzer.

However, neither technology can currently produce Green Hydrogen at scale that is cost competitive with Grey or Brown Hydrogen

sourced from fossil fuels.

PEM electrolysis has

the advantage of higher efficiency and quickly reacting to fluctuating input energy, which is ideally matched to the fluctuating

nature of solar and wind energy.

Its smaller footprint also makes it ideal for distributed systems, which is how most renewable

energy systems are implemented.

PEM electrolyzers are

expensive because they rely on rare earth materials such as platinum and iridium –

literally stardust found only in asteroids

as chemical catalysts for the water-splitting reactions.

According to the National Renewable Energy Laboratory (NREL),

these materials account for nearly 50% of the capital cost of PEM electrolyzers.

Additionally, the cost of electricity contributes

to over 50% of hydrogen production costs.

Our technology is aimed

at lowering the cost of catalysts and key components in PEM electrolyzers by:

Replacing rare earth materials with inexpensive earth abundant materials,

Significantly reducing the amount of rare earth materials used, and

Reducing energy consumption

Applications of Green Hydrogen

Unlike lithium-ion where

it is simply a battery technology, Green Hydrogen is an economy.

There are many applications for Green Hydrogen, some with larger

markets than others.

Here are just a few.

Green Electric Grid - The electric grid is finicky, sometimes it needs a lot of electricity sometimes it doesn’t.

Unused electricity from solar and wind farms are wasted if it is not used immediately.

The Sun doesn’t always shine, and the wind doesn’t always blow, and this makes solar and wind sourced electricity unreliable.

One solution is to use an electrolyzer system to convert the excess solar/wind electricity into hydrogen and store it in inexpensive nearby underground caverns.

When electricity demand spikes, the hydrogen can be converted back into electricity through a fuel cell.

This is a very scalable solution as opposed to miles and miles of very expensive grid-scale battery systems.

In fact, the Advanced Clean Energy Storage project in Utah aims to do just this by building the world’s largest storage facility for 1,000 megawatts of clean power, partly by putting hydrogen into underground salt caverns.

Fuel Cell Electric Vehicles (FCEV) - Perhaps the most exciting application of hydrogen is the direct use in fuel cell electric vehicles.

A hydrogen tank in a passenger car can be filled in under 5 minutes.

The only tailpipe emission is water.

Big name car manufacturers such as Toyota, Hyundai, BMW, Mercedes-Benz all have FCEVs in development.

China is committing to putting 1,000,000 FCEVs on the road by 2030.

Battery Electric Vehicles (BEV) - BEV and FCEV can coexist just like diesel and gasoline cars coexist today.

Battery EVs running on electricity generated through the Green Electric Grid is a beneficiary and indirect user of hydrogen technology.

Hydrogen Fueling Stations - Electrolyzers are well suited and scalable for distributed onsite Green Hydrogen generation in fueling station applications.

With green electricity from a nearby solar array or renewable electric grid, Green Hydrogen can be produced anywhere and anytime.

This distributed model of hydrogen production eliminates the need for expensive transportation from a centralized facility.

Lower Carbon Gas Infrastructure - Green Hydrogen can serve as a steppingstone to a lower carbon footprint natural gas supply.

Southern California Gas, and others, have demonstrated that the existing natural gas pipelines that supply gas to our cooking stoves and homes can safely contain 5-10% hydrogen without any modifications.

This means that an electrolyzer system near a natural gas plant can inject Green Hydrogen directly into the existing gas infrastructure, lowering the carbon footprint of our meals and our warm homes.

Air Taxis of the Future - Hydrogen has 200 times the theoretical energy of lithium-ion batteries per kilogram.

In the emerging but potentially revolutionary air mobility market, small electric aircrafts, such as the Skai air tax drone, hydrogen is the obvious choice because weight matters.

According to Skai, battery-powered air mobility vehicles are projected to have flight durations of less than half an hour before needing to recharge –

Skai’s hydrogen fuel cells give them the ability to fly continuously for up to 4 hours or more with higher capacity auxiliary tanks.

Research and Development

Our electrolyzer technology

research and development is conducted at the University of California at Los Angeles through a sponsored research agreement.

current program is focused on replacing iridium with earth abundant materials that meet or exceed the performance characteristics

We have also identified additional components and materials in electrolyzers where meaningful cost reductions can be

While iridium is the oxygen catalyst, its counterpart on the hydrogen side is platinum, a material so rare that only

200 tons are mined every year.

Another critical component is the porous transport layer (“PTL”), aka gas diffusion

layer, which facilitates the movement of water and gases to and from the catalyst surfaces.

According to the National Renewable

Energy Laboratory, the catalysts, membrane and PTL assembly account for more than 50%-75% of the capital cost of the electrolyzer

In parallel to our Green

Hydrogen technology program described above, we are developing a new material processing technology to produce Silicon Oxide Composite

anode material.

Silicon Oxide Composite anode has recently received significant interest because of its superior cycle and calendar

life performance.

We anticipate that a new processing technology can be developed to produce a type of Silicon Oxide Composite

anode material that will significantly lower the cost of lithium-ion batteries for EVs.

Marketing Strategy

We will begin marketing

our electrolyzer catalyst technologies as soon as a tangible form of quantitative performance demonstration becomes available.

Our marketing plan includes engaging with manufacturers of existing electrolyzer component and delivery infrastructure, as well

as identifying and developing relationships with potential licensing partners with large scale hydrogen generation and supply logistics

all over the world.

We will begin marketing

our silicon oxide processing technology in partnership with our joint development partners to electric vehicle manufacturers and

suppliers of EV batteries when the demonstration of our scaled-up material processing technology becomes available.

Potential licensing

partners exist in the following industries:

electric vehicles, consumer electronics and power tools.

are currently outsourcing our promotion efforts to a public relations firm that is assisting us with comprehensive advertising

and promotion of the Company and its silicon additive technology.

do not have any backlog of orders.

do not have any government contracts at this time.

with Environmental Laws and Regulations

operations are subject to local, state and federal laws and regulations governing environmental quality and pollution control.

To date, our compliance with these regulations has had no material effect on our operations, capital, earnings, or competitive

position, and the cost of such compliance has not been material.

We are unable to assess or predict at this time what effect additional

regulations or legislation could have on our activities.

Manufacturing

and Distribution

currently do not have any mechanism for the manufacture and distribution of our own technology products, nor do we have adequate

financing to undertake these efforts on our own.

We are currently outsourcing

our promotion efforts to a public relations firm that is assisting us with comprehensive advertising and promotion of the Company.

Backlog of Orders

We do not have any backlog

Government Contracts

We do not have any government contracts at

Compliance with Environmental Laws and Regulations

Our operations are subject

to local, state and federal laws and regulations governing environmental quality and pollution control.

To date, our compliance

with these regulations has had no material effect on our operations, capital, earnings, or competitive position, and the cost of

such compliance has not been material.

We are unable to assess or predict at this time what effect additional regulations or legislation

could have on our activities.

Manufacturing and Distribution

We currently do not

have any mechanism for the manufacture and distribution of our own technology products, nor do we have adequate financing to undertake

these efforts on our own.

BioBacksheet R is currently available for licensing only.

May 19, 2011, we filed a U.S.

patent to protect the intellectual property rights for “Photovoltaic Module Backsheet, Materials

for Use in Module Backsheet and Process for Making the Same,”

Intellectual Property

On May 19, 2011, we

patent to protect the intellectual property rights for “Photovoltaic Module Backsheet, Materials for Use in

Module Backsheet and Process for Making the Same,”

application number 13/093,549.

The inventor listed

on the patent application is Stanley Levy, our Chief Technology Officer.

The inventor listed on the patent

application is Stanley Levy, our former Chief Technology Officer.

The Company is listed as assignee.

was issued on July 14, 2015.

March 26, 2018, North Carolina Agricultural and Technical State University filed a U.S.

This patent was issued

on July 14, 2015.

On March 26, 2018, North

Carolina Agricultural and Technical State University filed a U.S.

patent application U.S.

titled “Prelithiated Silicon Particles for Lithium Ion Batteries”, and we signed an Exclusive License Agreement for

the use of the technology effective September 25, 2017.

rely upon confidentiality agreements signed by our employees, consultants and third parties to protect our intellectual property.

are a number of companies manufacturing lithium-ion batteries including, Panasonic, Samsung, LG Chem, and Tesla.

We plan to seek

licensing arrangements for our lithium-ion battery technology with a select group of companies such as the ones listed above,

and do not expect to be their direct competition.

Development Partners

Company has entered into a research agreement, effective August 17, 2016 (the “Agreement”), with North Carolina Agricultural

and Technical State University, a constituent member of the University of North Carolina system (the “University”),

pursuant to which the Company sponsors the University’s project which includes the research, testing and evaluation of a

On September 11, 2017, the Company and the University extended the initial term of the Agreement for another twelve

months, through September 11, 2018.

The agreement ended on September 11, 2018.

September 28, 2017, the Company entered into an Exclusive License Agreement (the “License Agreement”) with the University

related to the use of the University’s intellectual property in the Company’s business of developing, producing and

marketing lithium-ion batteries.

Within thirty (30) days after entering into the License Agreement, the Company paid to the University

a one-time, non-refundable license fee in the sum of $15,000.

Pursuant to the terms of the License Agreement, the Company is obligated

to pay all costs of preparing, filing, prosecution, issuance and maintenance related to the patents underlying the intellectual

property licensed by the Company.

In addition, the Company is obligated to make certain royalty payments and sub-licensing fees.

On September 28, 2018 and on September 28, 2019, the Company again paid to the University annual non-refundable licensee fee of

May 26, 2017, the Company executed a joint development agreement with Top Battery Co., Ltd.

(“Top Battery”), a leading

manufacturer of advanced lithium-ion battery solutions, based in the Republic of Korea, to assess, develop, manufacture, and/or

market high power high energy lithium ion batteries integrating BIOSOLAR technology and TOP BATTERY technology.

June 14, 2018, the Company executed a joint development agreement with Silicio Ferrosolar SLU, a subsidiary of Ferroglobe PLC

(NASDAQ:GSM), for collaborative efforts to assess, develop, and/or market silicon anode materials for high power, high energy

lithium ion batteries by integrating BioSolar technology and Ferroglobe silicon materials.

assist us in the development of our technology, we intend to seek out and enter into technology development agreements with other

entities with battery testing and materials expertise.

Information and History

were incorporated in the State of Nevada on April 24, 2006, as BioSolar Labs, Inc.

62/473,772 titled “Prelithiated

Silicon Particles for Lithium_Ion Batteries”, and we signed an Exclusive License Agreement for the use of the technology

effective September 25, 2017.

The patent was issued on December 29, 2020.

On May 19, 2020, we

filed a provisional U.S.

patent application to protect the intellectual property rights for “Silicon Alloy Anode for High

Power Batteries,”

application number 63027154.

The inventor listed on the patent application is David Lee, our Chief Executive

The Company is listed as assignee.

We rely upon confidentiality agreements signed by our employees, consultants and third

parties to protect our intellectual property.

There are a number of

companies developing technologies for catalysts intended for hydrogen electrolyzers.

We expect a high level of competition, but

the market opportunity is very large.

There are a number of

companies manufacturing lithium-ion batteries including, Panasonic, Samsung, LG Chem, and Tesla.

We plan to seek licensing arrangements

for our lithium-ion battery technology with a select group of companies such as the ones listed above, and do not expect to be

their direct competition.

Technology Development Partners

The Company has entered

into a research agreement, effective August 17, 2016 (the “Agreement”), with North Carolina A&T State University,

a constituent member of the University of North Carolina system (the “University”), pursuant to which the Company sponsors

the University’s project which includes the research, testing and evaluation of a proposal.

On September 11, 2017, the Company

and the University extended the initial term of the Agreement for another twelve months, through September 11, 2018.

The agreement

ended on September 11, 2018.

On September 28, 2017,

the Company entered into an Exclusive License Agreement (the “License Agreement”) with North Carolina A&T State

University related to the use of the University’s intellectual property in the Company’s business of developing, producing

and marketing lithium-ion batteries.

Within thirty (30) days after entering into the License Agreement, the Company paid to the

University a one-time, non-refundable license fee in the sum of $15,000.

Pursuant to the terms of the License Agreement, the Company

is obligated to pay all costs of preparing, filing, prosecution, issuance and maintenance related to the patents underlying the

intellectual property licensed by the Company.

In addition, the Company is obligated to make certain annual royalty payments and

sub-licensing fees.

On September 28, 2020, the Company again paid to the University annual non-refundable licensee fee of $15,000.

On May 26, 2017, the

Company executed a joint development agreement with Top Battery Co., Ltd.

(“Top Battery”), a leading manufacturer of

advanced lithium-ion battery solutions, based in the Republic of Korea, to assess, develop, manufacture, and/or market high power,

high energy lithium-ion batteries integrating BioSolar technology and Top Battery technology.

On June 14, 2018, the

Company executed a joint development agreement with Silicio Ferrosolar SLU, a subsidiary of Ferroglobe, PLC (NASDAQ:GSM), for collaborative

efforts to assess, develop, and/or market silicon anode materials for high power, high energy lithium-ion batteries by integrating

BioSolar technology and Ferroglobe silicon materials.

On March 6, 2020, the

Company executed a joint development agreement with Soelect, Inc, for collaborative efforts to assess, develop, and/or market a

processing technology to produce silicon oxide anode materials for electric vehicle lithium-ion batteries.

On December 14, 2020,

the Company executed a sponsored research agreement with the University of California, Los Angeles, for collaborative efforts to

discover and develop efficient and stable earth-abundant material-based catalysts for hydrogen production through water electrolysis.

To assist us in the

development of our technology, we intend to seek out and enter into technology development agreements with other entities with

battery testing and materials expertise.

Corporate Information and History

We were incorporated

in the State of Nevada on April 24, 2006, as BioSolar Labs, Inc.

Our name was changed to BioSolar, Inc.

Our principal executive offices are located at 27936 Lost Canyon Road, Suite 202, Santa Clarita, California 91387, and

our telephone number is (661) 251-0001.

on June 8, 2006.

Our principal

executive offices are located at 27936 Lost Canyon Road, Suite 202, Santa Clarita, California 91387, and our telephone number is

(661) 251-0001.

Our fiscal year end is December 31.

Recent Development

Effective March 6, 2020, the Company entered

into an agreement with Soelect, Inc.

for the Joint Development of low-cost manufacturing of SiO-C-Li Composition material using

Solid state process agreement (the “Agreement”).

The Agreement is for a term of 21 months,

with three phases of development.

However, the parties may extend the term for additional periods as may be mutually agreed to.

Either party upon 30 days’

notice may terminate the Agreement.

Phase 1 of the project is expected to run for 9 months with

estimated cost to the Company of $90,000, with Phase 2 estimated for last 6 months, with estimated cost of $100,000, and the final,

Phase 3, expected to run for 6 months at an estimated cost of $100,000.

As of March 6, 2020,

we had one (1) full time employee.

On January 24, 2021 (the

“Signing Date”), the Company entered into a securities purchase agreement (the “Purchase Agreement”) with

a single institutional and accredited investor (the “Investor”) pursuant to which the Company will sell to the Investor

in a private placement an aggregate of (i) 52,000,000 shares of common stock (the “Shares”), (ii) pre-funded warrants

to purchase up to an aggregate of 31,333,334 shares of common stock (the “Pre-Funded Warrants”) and (iii) warrants

to purchase up to an aggregate of 83,333,334 shares of common stock for gross proceeds to the Company of approximately $5,000,000.

The combined purchase price for one share of common stock and a warrant to purchase one share of common stock is $0.06 and the

combined purchase price for one pre-funded warrant to purchase one share of common stock and a warrant to purchase one share of

common stock is 0.0599.

The Company intends to

use the net proceeds primarily to expand and accelerate the development of its electrolyzer technology, as well as for working

capital and general corporate purposes.

The closing was on January 27, 2021.

The Pre-Funded warrants

have an exercise price of $0.0001 per share, subject to adjustment and no expiration date.

The Pre-Funded Warrants will be

exercisable immediately and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.

The Warrant is exercisable

for a period of five and one-half years from the date of issuance and has an exercise price of $0.06 per share, subject to adjustment

as set forth in the Warrant for stock splits, stock dividends, recapitalizations and similar customary adjustments.

may exercise the Warrant on a cashless basis if the shares of common stock underlying the Warrant (the “Warrant Shares”)

are not then registered pursuant to an effective registration statement.

The Investor has contractually agreed to restrict its

ability to exercise the Warrant such that the number of shares of the Company’s common stock held by the Investor and its

affiliates after such exercise does not exceed the Beneficial Ownership Limitation set forth in the Warrant which may not exceed

4.99% of the Company’s then issued and outstanding shares of common stock.

In connection with the

Purchase Agreement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”)

with the Investor.

Pursuant to the Registration Rights Agreement, the Company will be required to file a resale registration statement

(the "Registration Statement") with the Securities and Exchange Commission (the “SEC”) to register for resale

of the Shares, the shares issuable upon exercise of the Pre-Funded Warrants and the Warrant Shares, within 15 days of the Signing

Date, and to have such Registration Statement declared effective within 60 days after the Signing Date, or 90 days of the Signing

Date in the event the Registration Statement is “fully”

reviewed by the SEC.

The Company will be obligated to pay certain

liquidated damages to the investor if the Company fails to file the resale registration statement when required, fails to cause

the Registration Statement to be declared effective by the SEC when required, of if the Company fails to maintain the effectiveness

of the Registration Statement.

The Company filed the

Registration Statement with the SEC on January 29, 2021 and it was declared effective by the SEC on February 5, 2021.

The Registration

Statement registered the Shares, the Shares issuable upon exercise of the Pre-Funded Warrant, the Warrant shares and the shares

issuable upon exercise of the warrants issued to the placement agent (as noted in the paragraph below).

Pursuant to an engagement

letter (the “Engagement Letter”), dated as of January 22, 2021, by and between the Company and H.C.

Co., LLC (“Wainwright”), the Company engaged Wainwright to act as the Company’s exclusive placement agent in

connection with the offering.

Pursuant to the engagement agreement, the Company agreed to pay Wainwright a cash fee of 7.5% of

the gross proceeds the Company receives under the Purchase Agreement.

The Company also agreed to pay Wainwright (i) a management

fee equal to 1.0% of the gross proceeds raised in the offering;

and (ii) $85,000 for non-accountable expenses.

In addition, the

Company agreed to issue to Wainwright (or its designees) placement agent warrants (the “Placement Agent Warrants”)

to purchase a number of shares equal to 7.5% of the aggregate number of Shares sold under the Purchase Agreement., or warrants

to purchase up to an aggregate of 6,250,000 shares.

The Placement Agent Warrants generally will have the same terms as the Warrants,

except they will have an exercise price of $0.075 per share.

As of February 12, 2021,

we had two (2) full time employee.

We have not experienced any work stoppages and we consider relations with our employees to be

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 1. Business