What changed in this filing

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Item 1. Business

2023-03-31 compared with 2013-04-01 · 236 added, 287 removed, 2 unchanged (100% of the section changed)

Until December 15,

2010, Hollywood Media Corp.

(“Hollywood Media,”

the “Company,”

“we,”

“our,”

“us”) was comprised of various businesses focusing primarily on online ticket sales, deriving revenue primarily from

Broadway, Off-Broadway and London’s West End ticket sales to individuals and groups, as well as advertising and book development

license fees and royalties.

Our Broadway Ticketing business was comprised of Broadway.com, 1-800-BROADWAY, Theatre Direct and

On December 15, 2010, as contemplated by the Stock Purchase Agreement, dated as of December 22, 2009, entered into

between Hollywood Media and Key Brand (as amended, the “Purchase Agreement”) we completed the sale of our Broadway

Ticketing Division (the “Broadway Sale”), through the sale of all of the outstanding capital stock of Theatre Direct

(“Theatre Direct”) to Key Brand Entertainment Inc.

(“Key Brand”).

See Part II, Item 7 of this

Annual Report on Form 10-K –

Management’s Discussion and Analysis of Financial Condition and Results of Operations

and Note 5, “Discontinued Operations”

in the Notes to the Consolidated Financial Statements contained in Part II,

Item 8 of this Annual Report on Form 10-K for more information on the Broadway Sale.

Following the Broadway Sale and the other

transactions described below, we currently have the following businesses and interests:

(i) our Ad Sales Division (including our

26.2% equity interest in MovieTickets.com, Inc.

(“MovieTickets.com”)), (ii) our Intellectual Properties Division (consisting

of our wholly-owned subsidiary, Tekno Books, and a 50% interest in NetCo Partners), (iii) a warrant to purchase 5% of the outstanding

shares of common stock of Theatre Direct issued by Theatre Direct in connection with the Broadway Sale (as amended, the “Warrant”),

and (iv) the right to receive payments from Key Brand under the that certain Second Lien Credit, Security and Pledge Agreement,

dated as of December 15, 2010, entered into by Theatre Direct, Key Brand and Hollywood Media, as amended (the “Credit Agreement”).

Sale by Hollywood Media of its Minority

Interest in Project Hollywood LLC (which owns the Baseline StudioSystems business)

August 28, 2012, Hollywood Media entered into an Assignment and Assumption of Membership Interest and Waiver (the “Assignment”)

with Baseline Holdings LLC (“Baseline Holdings”), Project Hollywood LLC (“Project Hollywood”), Mitchell

Rubenstein (“Mr.

Rubenstein”) and Laurie S.

Silvers (“Ms.

Silvers”).

Baseline Holdings is wholly-owned

Rubenstein, the Chairman and Chief Executive Officer of Hollywood Media, and Ms.

Silvers, the Vice-Chairman, President

and Secretary of Hollywood Media.

Pursuant to the Assignment, Hollywood Media assigned to Baseline Holdings all of Hollywood Media’s

membership interest in Project Hollywood in exchange for total consideration of $1,800,000.00 (the “Project Hollywood Purchase

Price”).

The Project Hollywood Purchase Price has been paid as follows:

(1) $1,230,500.00 in cash (which has been paid

by Baseline Holdings to Hollywood Media), (2) Mr.

Rubenstein waived his right to receive any future principal and interest owed

by Key Brand to Hollywood Media pursuant to the Credit Agreement (as of August 28, 2012, Mr.

Rubenstein had the right to receive

4.76% of the principal, or $404,600.00, and interest on account of the Credit Agreement), and (3) Ms.

Silvers waived her right

to receive any future principal and interest owed by Key Brand to Hollywood Media under the Credit Agreement (as of August 28,

Silvers has the right to receive 1.94% of the principal, or $164,900.00, and interest on account of the Credit Agreement).

Hollywood Media acquired its membership interest in Project Hollywood on October 27, 2011 for $1,250,000.00.

“Related Party Transactions”

in the Notes to the Consolidated Financial Statements contained in Part II, Item 8 of

this Annual Report on Form 10-K and Part III, Item 13 of this Annual Report on Form 10-K –

Certain Relationships and Related

Transactions, and Director Independence for more information on the Assignment and the transactions contemplated by the Assignment.

Sale of Cinemasource UK Limited - Share Purchase Agreement

On May 1, 2012, Hollywood

Media entered into a share purchase agreement (the “Share Purchase Agreement”) with Orchard Advertising Limited (“Buyer”),

pursuant to which Hollywood Media sold, and Buyer purchased, the entire issued share capital of Cinemasource UK Limited (the “Purchased

Shares”) which business was part of Hollywood Media’s Ad Sales segment and included UK Theatres Online Limited, Spring

Leisure Limited, Cinemasonline Limited and WWW.CO.UK Limited.

Pursuant to the Share

Purchase Agreement, the purchase price for the Purchased Shares is U.S.

$250,000, payable in cash in a non-interest bearing loan

in twenty equal quarter-annual installments of $12,500 each over a period of five years.

Subject to the terms and conditions of

the Share Purchase Agreement, the first installment of the purchase price was due and was paid to Hollywood Media on July 31, 2012

and subsequent installments of the purchase price are due every three calendar months thereafter.

Hollywood Media received such

payments in accordance with the payment terms.

See Part II, Item

7 of this Annual Report on Form 10-K –

Management’s Discussion and Analysis of Financial Condition and Results of

Operation and Note 5, “Discontinued Operations”

in the Notes to the Consolidated Financial Statements contained in

Part II, Item 8 of this Annual Report on Form 10-K for more information on the sale of Cinemasource UK Limited.

Major Business Divisions of Hollywood

The following summary

descriptions of our continuing operations major business divisions are followed by more detailed descriptions of such businesses.

Ad Sales Division

Hollywood Media’s Ad Sales Division

includes Hollywood Media’s 26.2% equity interest in MovieTickets.com.

Prior to the sale of Cinemasource UK Limited on May 1, 2012 described

above (which business included UK Theatres Online Limited, Spring Leisure

Limited, Cinemasonline Limited and WWW.CO.UK Limited), the Ad Sales segment

also sold advertising on plasma TV displays throughout the U.K.

on lobby display posters, movie brochure booklets and ticket wallets distributed

in cinemas, live theater and other entertainment venues in the U.K.

See Part I, Item 3

of this Annual Report on Form 10-K for a discussion of the current lawsuit involving Hollywood Media, National Amusements Inc.

and Movietickets.com as Plaintiffs and AMC Entertainment Inc., as Defendant.

Intellectual Properties

Our Intellectual Properties

Division includes a book development and book licensing business owned and operated by our wholly-owned subsidiary, Tekno Books,

which develops and executes book projects, frequently with best-selling authors.

Tekno Books has worked with over 60 New York

Times best-selling authors, including the late Isaac Asimov, Tom Clancy, Tony Hillerman, John Jakes, Jonathan Kellerman, Dean

Koontz, the late Robert Ludlum, Nora Roberts and Scott Turow.

Hollywood Media is also a 50% partner in NetCo Partners, a partnership

that owns NetForce.

Hollywood Media also owns directly additional intellectual property created for it by various best-selling

authors such as Mickey Spillane, Anne McCaffrey and others.

We are beginning a reorientation process of this business from print

to digital distribution.

Our Other Division

is comprised of payroll and benefits for corporate and administrative personnel as well as other corporate-wide expenses, such

as legal fees, audit fees, proxy costs, insurance, centralized information technology, and includes consulting and other fees

and costs relating to compliance with the provisions of the Sarbanes-Oxley Act of 2002 that require Hollywood Media to assess

and report on internal control over financial reporting, and related development of controls.

Prior to the assignment of Hollywood

Media’s membership interest in Project Hollywood on August 28, 2012 described above, this

division also included Hollywood Media’s membership interest in Project Hollywood.

Other Business and Financial Information

The following portions

of this Business section of this Annual Report on Form 10-K contain more detailed information about our various business units,

and “Item 1A –

Risk Factors”

below contains discussions of various related risks.

Additional financial and other

important information about Hollywood Media and our businesses is also contained elsewhere in this Annual Report on Form 10-K,

including without limitation, the following portions of this Annual Report on Form 10-K:

Part II, Item 7 –

Management’s

Discussion and Analysis of Financial Condition and Results of Operations;

and Part II, Item 8 –

Financial Statements and

Supplementary Data (including the Notes to Consolidated Financial Statements contained therein).

SEC Reports Available on Internet

Hollywood Media makes

available free of charge through its internet website, www.hollywoodmedia.com, its Annual Report on Form 10-K, quarterly reports

on Form 10-Q, current reports on Form 8-K and amendments to those reports, as soon as reasonably practicable after such material

is electronically filed with the Securities and Exchange Commission (the “SEC”).

Such materials are available on the

website under the caption “Company SEC Filings”

(this is a link to the Company’s “Real-Time SEC Filings”

as provided by NASDAQ on NASDAQ’s website at www.nasdaq.com).

Hollywood Media is a reporting company under the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), and files reports and other information with the SEC.

electronic filings with the SEC (including the above-referenced filings) are available at the SEC’s internet website (www.sec.gov).

Hollywood Media’s Internet website and any other website mentioned in this Annual Report on Form 10-K, and the information

contained or incorporated therein, are not intended to be incorporated into this Annual Report on Form 10-K.

Ad Sales Division

MovieTickets.com.

Hollywood Media launched the MovieTickets.com website in May 2000 with several major theater exhibitors.

MovieTickets.com

is one of the two leading website destinations for the purchase of movie tickets through the Internet.

The MovieTickets.com website

allows users to purchase movie tickets and retrieve them at “will call”

windows or kiosks at theaters and, for theaters

with the capability, for users to print tickets out at their home or office.

MovieTickets.com generates revenues primarily from

service fees charged to users for the purchase of tickets, the sale of advertising, and the sale of research data.

Hollywood Media owns

a 26.2% equity interest in MovieTickets.com.

See Part II, Item 7 of this Annual Report on Form 10-K –

Management’s

Discussion and Analysis of Financial Condition and Results of Operations - Equity in Earnings of Unconsolidated Investees”

below, and Note 13 of the Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K below,

for additional information about our equity interest in MovieTickets.com.

MovieTickets.com entered into an agreement with Viacom

effective August 2000 whereby Viacom Inc.

acquired a 5% interest (now 4.1% after dilution) in MovieTickets.com for $25.0

million of advertising and promotion over five years.

MovieTickets.com is promoted through on-screen advertising in most participating

exhibitors’

In March 2001, America Online Inc.

(“AOL”) purchased a non-interest bearing convertible

preferred equity voting interest in MovieTickets.com for $8.5 million in cash, which was convertible into approximately 3% of

the common stock of MovieTickets.com and which was converted in April 2005.

The AOL interest is currently held by Time Warner

In connection with the 2001 transaction with AOL, MovieTickets.com’s ticket inventory was promoted throughout AOL’s

interactive properties and ticket inventory, including Moviefone.

Through an agreement in August 2004 between MovieTickets.com

and Moviefone, MovieTickets.com acquired by assignment and assumed the ticketing agreements that Moviefone had with its movie

theater exhibitors.

The Moviefone exhibitor agreements assumed by MovieTickets.com includes agreements with Clearview Cinemas

and Landmark Theaters.

Currently, MovieTickets.com sells tickets for over 250 movie theater chains.

Intellectual Properties Business

Book Development

and Book Licensing .

Our Intellectual Properties division includes a book development and book licensing business owned and

operated by our wholly-owned subsidiary, Tekno Books, which develops and executes book projects, frequently with best-selling

Tekno Books has worked with more than 60 New York Times best-selling authors, including the late Isaac Asimov, Tom Clancy,

Tony Hillerman, John Jakes, Jonathan Kellerman, Dean Koontz, the late Robert Ludlum, Nora Roberts and Scott Turow, and numerous

media celebrities, including Leonard Nimoy.

Our intellectual properties division has licensed books for publication with more

than 80 domestic book publishers, including Random House (Bertelsmann), Penguin Publishing Group (Pearson), Simon & Schuster

(Viacom), HarperCollins (News Corp.), St.

Martin’s Press (Holtzbrink of Germany), Warner Books (Time Warner), and the publishing

division of Barnes & Noble.

Tekno Books has also produced numerous books under license from such entertainment companies as

Universal Studios, CBS Television, DC Comics (Time Warner), and MGM Studios.

Since 1980, Tekno Books has developed over 2,080

books that have been published.

Another 3,800 foreign, audio, paperback, electronic, and other editions of these books have been

sold to hundreds of publishers around the world, and published in 33 languages.

Tekno’s books have been finalists for, or

winners of, more than 200 awards, including The Edgar Allan Poe Award, The Agatha Christie Award (Mystery), The Hugo Award (Science

Fiction), The Nebula Award (Fantasy), The International Horror Guild Award (Horror) and The Sapphire Award (Romance).

Intellectual Properties .

The Intellectual Properties division also owns directly (separate from Tekno Books) the exclusive rights to certain intellectual

properties that are complete stories and ideas for stories, created by best-selling authors and media celebrities.

Some examples

of our intellectual properties are Neil Gaiman’s Mr.

Hero, Neil Gaiman’s Lady Justice, Anne McCaffrey’s Acorna

the Unicorn Girl , Leonard Nimoy’s Primortals , and Mickey Spillane’s Mike Danger .

We have the right

to license rights to certain of our intellectual properties for use by licensees in developing projects in various media forms.

We are beginning a reorientation process of this business from print to digital distribution.

Effective as of December

30, 2011 in connection with the settlement of a dispute involving life insurance proceeds from the death of Tekno Books’

Chief Executive Partner, Dr.

Greenberg, as described below, the Estate of Martin H.

Greenberg (“the Estate”)

transferred all of its partnership and ownership interest in Tekno Books to Hollywood Media for no additional consideration pursuant

to an Assignment of General Partnership Interest.

Before such transfer, Hollywood Media owned 51% of Tekno Books.

Following such

transfer, Hollywood Media owns 100% of Tekno Books.

Mitchell Rubenstein

(the Chairman and CEO of Hollywood Media) was appointed Chief Executive Partner of Tekno Books on July 21, 2011 due to the death

on June 25, 2011 of Dr.

In July 2011, Hollywood Media and Tekno Books each received a $750,000 payment from a

$1.5 million key-man life insurance policy resulting from Dr.

Greenberg’s death.

There was a dispute

with the Estate as to whether the $750,000 in life insurance proceeds distributed to Tekno Books should instead have been paid

to Hollywood Media.

Hollywood Media believed that pursuant to the amended and restated partnership agreement of Tekno Books,

the entire $1.5 million in policy proceeds were due to Hollywood Media.

There was no dispute as to the $750,000 payment

on the policy which was made to Hollywood Media in July 2011.

On February 8, 2012,

Hollywood Media resolved its dispute with the Estate over the life insurance policy payments that were received as a result of

Martin Greenberg’s death.

As a result of such resolution, effective as of December 30, 2011, the Estate and Rosalind

Greenberg (Dr.

Greenberg’s widow) waived any right, entitlement or claim they may have to the above-mentioned a $1.5

million key-man life insurance policy payment, Tekno Books and Hollywood Media waived any right, entitlement or claim they may

have to an additional $500,000 life insurance policy payment received by Rosalind M.

Greenberg, and the Estate transferred all

of its partnership and ownership interest in Tekno Books to Hollywood Media for no additional consideration pursuant to an Assignment

of General Partnership Interest.

Following such transfer, Hollywood Media owned 100% of Tekno Books and recorded the $367,500

reserve in “Other Income”

in the Consolidated Financial Statements contained in Part II, Item 8 or this Annual Report

on Form 10-K.

NetCo Partners .

In June 1995, Hollywood Media and C.P.

Group”), entered into an agreement to form NetCo Partners.

NetCo Partners owns NetForce .

Hollywood Media and C.P.

Group are each 50% partners in NetCo Partners.

Tom Clancy is a shareholder

At the inception of the partnership, C.P.

Group contributed to NetCo Partners all rights to NetForce , and

Hollywood Media contributed to NetCo Partners all rights to Tad Williams’

MirrorWorld , Arthur C .

Clarke’s

Worlds of Alexander , Neil Gaiman’s Lifers , and Anne McCaffrey’s Saraband .

In 1997, NetCo Partners

licensed to Putnam Berkley the rights to publish the first six NetForce books in North America, which books were created

and published.

International Corp.

(“NovelStem” or the “Company”) is a development stage biotechnology holding company focused

on the stem cell-based technology developed by its affiliate, NewStem Ltd, an Israeli biotech company (“NewStem”), in which

the Company owns an approximate 31% equity interest.

NovelStem was formed in January 1993 as Big Entertainment, Inc.

Thereafter, the

Company changed its name to Hollywood.Com Inc.

and, later to Hollywood Media Corp.

(“Hollywood Media”).

2018, the Company shifted its business focus from media to cutting edge biotech when it acquired a substantial ownership interest in

NewStem and changed its name to NovelStem.

As a significant shareholder in NewStem, and the substantial commitment of our management

and financial resources to NewStem, including the fact that our Executive Chairman, Jan Loeb, is also the Chairman of NewStem, we have

the ability to exert significant influence over the management and operations of NewStem resulting in NewStem functioning as a minority

operating subsidiary of the Company.

Since his appointment in July 2018, Mr.

Loeb has acted in an executive capacity on behalf of the

Company and has served in a de facto leadership role.

In September 2022, the Board appointed Mr.

Loeb as Executive Chairman of

NovelStem in order to ratify Mr.

Loeb’s position and clarify his executive role.

On January 13, 2023, the Board appointed Mr.

as President.

With respect to NewStem, Mr.

Loeb, as the Chairman, calls and presides over the meetings of NewStem’s Board of Directors.

Additionally, Mr.

Loeb leverages his financial expertise by guiding NewStem’s financial and strategic planning, including the raising

and deployment of capital, developing and modifying NewStem’s business plan and budget and by participating in the negotiation

of NewStem’s material contracts as required.

NewStem does not currently have an appointed Chief Financial Officer and, as such,

Loeb serves as the de facto Chief Financial Officer and Chief Strategic Officer of NewStem

depends entirely on earnings and cash from its investments in NewStem and our 50% equity interest in a legacy joint venture named NetCo

Partners (“NetCo”).

The Company’s principal operations coincide with those of NewStem.

We have not received any dividend payments or other distributions from NewStem in the fiscal years ended December 31, 2022 and 2021.

We received distributions of earnings from NetCo of $12,591 and $21,290, respectively, for the fiscal years ended December 31, 2022 and

is a development stage Israeli biotech limited liability company focused on human Pluripotent Stem Cells (hPSCs) in general, and Haploid

human Pluripotent Stem Cells (HhPSCs), in particular.

These cells have the potential to change the face of medical research as they play

a pivotal role in cancer research, regenerative medicine and disease therapy.

NewStem established a discovery bio-platform based on haploid

human embryonic stem cell technology for genome-wide screenings and is currently using this platform for the discovery and development

of oncology drugs based on synthetic lethal interaction and developing a personalized diagnostic for early detection of chemotherapy

NewStem has incurred losses since inception and has not generated any revenues to date.

NewStem filed an FDA Pre-Submission

and received a CE Mark from the European Medicines Agency (EMA) for its in vitro diagnostic device (IVDD).

NewStem does not have an FDA

approved medical device.

The NewStem Software Diagnostic Device (NSDD) is CE marked under EU regulation as an “other” IVD

under Directive 98/79/EC since March 2022.

performs genome-wide genetic screening to identify synthetic lethal interactions with common cancer-related mutations.

The first step

in the process is to create a model with relevant cancer-related mutations in HhPSCs, where, subsequently, a library targeting approximately

18,000 coding genes is induced.

At the end of this step, each cell has two mutations, one in the cancer related gene and the other in

a coding gene.

A genome-wide genetic screening is performed, both on normal HhPSCs and genomic modified HhPSCs to which a cancer-related

mutation was inserted.

The goal of such screens is to identify mutations that in combination with a cancer-related mutation will kill

Following bioinformatic analysis of the genetic screening results, novel targets are identified and validated, first in HhPSCs

and then cancer models (tumor organoids and PDX).

NewStem has validated several targets in HhPSCs and will move next to validation in

cancer models.

To identify novel targets for drug development, NewStem performs genome-wide genetic screening.

The validation process

requires additional experiments that corroborate the results in independent experiments that corroborate the results in independent experiments

that are performed on haploid human embryonic stem cells and cancer models.

For validated targets, artificial intelligence (AI) based

drug discovery will be performed following by hit to lead process and ADMET that will support the transition to clinical trials.

reference to AI-based drug discovery, AI can assist in structure-based drug discovery by predicting the 3D protein structure and the

chemical environment of the target protein site, thus helping to predict the effect of a compound on the target along with safety considerations

before their synthesis or production and, accordingly, accelerates the drug development process.

reference to the hit to lead process- this is the iterative process of lead improvement.

It is the stage where a hit, typically a small

molecule identified in a high throughput screen, is chemically modified into a lead molecule following improvements in activity against

reference to ADMET, this is the five-letter acronym for absorption, distribution, metabolism, excretion, and toxicity that describes

pharmacokinetics.

ADMET plays key roles in drug discovery and development.

A high-quality drug candidate should not only have sufficient

efficacy against the therapeutic target, but also show appropriate ADMET properties at a therapeutic dose.

possesses pioneering intellectual property, reagents and experience related to the isolation and differentiation of HhPSCs and hPSCs,

their genetic manipulation, immunogenicity, tumorigenicity and their unique capacity in disease modeling.

believe that NewStem is currently the only company worldwide to develop products based on this innovative proprietary technology.

products refer to the medical device platform that provides information to oncologists regarding the presence of mutations in the patient’s

tumor profile which may confer resistance to different anti-cancer drugs and to anticancer drugs that target tumors with specific mutations

based on a synthetic-lethal interaction approach.

technology solutions are derived from an exclusive, worldwide license from Yissum Research Development Company, Hebrew University’s

technology transfer company (“Yissum”) and The New York Stem Cells Foundation, based on the findings and inventions of Prof.

Nissim Benvenisty, Director of the Azrieli Center for Stem Cells and Genetic Research, The Hebrew University of Jerusalem (the “License”).

The License provides NewStem an exclusive worldwide license to make commercial use of the License and to develop, manufacture, market,

distribute or sell a product in the field of therapeutics, diagnostics, screening, development and testing.

In consideration for the

grant of the License, NewStem is obligated to pay royalties of up to 3% of net sales and up to 12% of “Sublicense Consideration”

(as defined in the License Agreement).

was the original seed investor in NewStem providing $2 million in July 2018 and another $2 million over the next two and a half years.

We currently own a 30.58% equity interest in NewStem.

The remaining equity interests in NewStem are owned by Yissum and Professor Benvenisty,

each of whom owns a 30.58% equity interest, Illumina Cambridge LTD, which owns a 5.32% equity interest, and management and a number of

other shareholders who own collectively approximately 2.93%.

Currently, our President and Executive Chairman, Jan Loeb, is also the Chairman

of the Board of NewStem.

Professor Benvenisty and a representative of Yissum occupy the other two Board seats.

to NewStem’s Articles of Association, investors (including NovelStem) are granted certain rights and are subject to certain restrictions

with respect to their equity interests in NewStem.

NovelStem has preemptive rights to purchase additional shares issued by NewStem up

to its pro-rata share of all outstanding shares of NewStem held by all shareholders of NewStem, until the consummation of either an initial

public offering or a liquidation event.

Such pro-rata share may be increased into an over-allotment if other shareholders decline to

exercise their preemptive rights.

The Board of Directors of NewStem may make capital calls on NovelStem and the other shareholders, in

respect of any sum unpaid in respect of shares held by such shareholder.

All shareholders holding at least 10% of the outstanding shares,

including NovelStem, may exercise a right of first refusal on all sales of shares of NewStem other than transfers to certain permitted

NovelStem and other shareholders have a co-sale right to sell their shares in place of those that would be issued and sold

by NewStem’s founder.

The shares of NewStem are subject to a drag-along right, compelling all shares to be sold in the event that

a transaction meant to sell all shares of NewStem is approved by shareholders holding at least 65% of the vote of all shares of NewStem.

technologies underlying NewStem’s products are subject to rapid and profound technological change.

Competition intensifies as technical

advances in each field are made and become more widely known.

We can give no assurance that others will not develop services, products,

or processes with significant advantages over the products, services, and processes that NewStem offers or is seeking to develop.

such occurrence could have a material and adverse effect on NewStem’s and our business, results of operations and financial condition.

plans to enhance and broaden its product offerings in response to changing customer demands and competitive pressure and technologies.

The success of any new product offering or enhancement to an existing product will depend on numerous factors, including the ability

identify and anticipate physician and patient needs;

and introduce new products or product enhancements in a timely manner;

protect intellectual property and avoid infringing upon the intellectual property rights of third parties;

the safety and efficacy of new products;

the necessary regulatory clearances or approvals for new products or product enhancements.

the United States, pharmaceutical products are subject to extensive regulation by the Federal Food and Drug Administration and Cosmetic

Act or the FDA.

The FDA and other federal and state statutes and regulations, govern, among other things, the research, development,

testing, manufacture, storage, recordkeeping, approval, labeling, promotion and marketing, distribution, post-approval monitoring and

reporting, sampling, and import and export of pharmaceutical products.

The FDA has very broad enforcement authority and failure to abide

by applicable regulatory requirements can result in administrative or judicial sanctions being imposed on NewStem, including warning

letters, refusals of government contracts, clinical holds, civil penalties, injunctions, restitution, disgorgement of profits, recall

or seizure of products, total or partial suspension of production or distribution, withdrawal of approval, refusal to approve pending

applications, and criminal prosecution.

Approval Process

therapeutic product candidates are expected to be regulated by the FDA as drugs.

No manufacturer may market a new drug until it has submitted

a New Drug Application, or NDA, to the FDA, and the FDA has approved it.

testing and approval process requires substantial time, effort and financial resources, and NewStem’s product candidates may not

be approved on a timely basis, if at all.

The time and expense required to perform the clinical testing necessary to obtain FDA approval

for regulated products can frequently exceed the time and expense of the research and development initially required to create the product.

The results of preclinical studies and initial clinical trials of NewStem’s product candidates are not necessarily predictive of

the results from large-scale clinical trials, and clinical trials may be subject to additional costs, delays or modifications due to

a number of factors, including difficulty in obtaining enough patients, investigators or product candidate supply.

Failure by NewStem

to obtain, or any delay in obtaining, regulatory approvals or in complying with requirements could adversely affect the commercialization

of product candidates and NewStem’s (and, therefore, the Company’s) ability to receive product or royalty revenues.

diagnostic product (NSDD) will be considered a medical device.

A Pre-Submission (Pre-Sub) regarding the NSDD was submitted to FDA in

March 2022, and the FDA’s written feedback was received in May 2022.

The FDA requested that the presented intended use and pivotal

clinical testing design be modified.

NewStem still needs to present to the FDA a Supplement to the Pre-Sub, presenting such modifications,

and asking it to confirm that the de novo route is indeed applicable to the device.

Once an agreement is reached with the FDA, the device

will be subjected to a retrospective pivotal clinical testing that will be followed by the de novo submission to the FDA.

has a collaboration with Memorial Sloan Kettering Cancer Center (“MSK”) Innovation Hub to further optimize and validate NewStem’s

bioinformatics-based software as a medical device diagnostic platform.

The NewStem Software Diagnostic Device (“NSDD”) provides

information to oncologists regarding the presence of mutations in a patient’s tumor profile which may confer resistance to certain

anti-cancer drugs.

Armed with NSDD-based intelligence, oncologists can make more informed treatment decisions.

The collaboration is focused

on triple-negative breast cancer patients and non-small cell lung cancer patients treated with Paclitaxel and/or Carboplatin.

expects to receive genomic data from the MSK Innovation Hub within the next few months.

That data will be analyzed and compared to the

data that the NSDD generates for that particular patient.

MSK Innovation Hub brings together innovative, digitally focused companies with MSK’s community of researchers, clinicians, and

digital health professionals through a program designed to establish innovative collaborations that can have a tangible impact on treatment

or management of cancer.

Regulatory Requirements

approval, drug products are subject to extensive continuing regulation by the FDA, which include obligations to manufacture products

in accordance with Good Manufacturing Practice, or GMP, maintain and provide to the FDA updated safety and efficacy information, report

adverse experiences with the product, keep certain records and submit periodic reports, obtain FDA approval of certain manufacturing

or labeling changes, and comply with FDA promotion and advertising requirements and restrictions.

Failure by NewStem to meet these obligations

can result in various adverse consequences, both voluntary and FDA-imposed, including product recalls, withdrawal of approval, restrictions

on marketing, and the imposition of civil fines and criminal penalties against the NDA holder.

In addition, later discovery of previously

unknown safety or efficacy issues may result in restrictions on the product, manufacturer or NDA holder.

the United States, NewStem’s ability to market a product is contingent upon receiving marketing authorization from the appropriate

regulatory authorities.

The requirements governing marketing authorization, pricing and reimbursement vary widely from jurisdiction to

jurisdiction.

At present, foreign marketing authorizations are applied for at a national level, although within the European Union registration

procedures are available to companies wishing to market a product in more than one European Union member state.

is also subject to various environmental, health and safety regulations including those governing laboratory procedures and the handling,

use, storage, treatment, and disposal of hazardous materials.

From time to time, and in the future, NewStem’s operations may involve

the use of hazardous materials.

June 1995, we and C.P.

Group”), formed the joint venture, NetCo.

NetCo owns the entertainment

property, “Net Force”, about a division of the FBI investigating crimes and adventures involving the internet and the digital

Group each own 50% of the ownership interest in NetCo.

NetCo owns all rights in all media to the Net Force

property including film, television, and video games.

1997, NetCo licensed to Putnam Berkley the rights to publish the first six Net Force books in North America, which books were

written and published.

This agreement was subsequently renewed in December 2001 for four more books that were created and published.

There was also a series of books targeted to the young adult market, Net Force Explorer, also published by Putnam Berkley.

books have so far been published in mass market paperback format.

NetCo owns all rights in all media to the NetForce

property including film, television, and video games.

The first book in the series was adapted as a four-hour mini-series on ABC.

Through its interest in NetCo Partners, Hollywood Media receives distributions of its share of proceeds generated from the rights

to the NetForce series.

Corporate Information

Hollywood Media is

a corporation that was incorporated in the State of Florida on January 22, 1993.

Our principal executive office is located at

301 East Yamato Road, Suite 2199, Boca Raton, Florida 33431, and the telephone number at our principal executive office is (561)

At December 31, 2012,

Hollywood Media employed approximately 15 full-time employees and no part-time employees for its continuing operations.

15 full-time employees, 2 employees (who are overseen by Mitchell Rubenstein, the Chief Executive Partner of Tekno Books and Chairman

and CEO of Hollywood Media) are engaged in our Intellectual Properties division and 13 are corporate, technology and administrative

None of the employees are represented by a labor union, nor have we experienced any work stoppages.

We consider our

relations with our employees to be in good standing.

The first book in the series was adapted as a four-hour mini-series

on the ABC television network.

2019, NetCo entered into a new publishing agreement with HarperCollins.

Three novels and two Net Force novellas have been published

under that agreement.

Through its interest in NetCo, NovelStem receives distributions of its 50% share of proceeds generated

from the rights to Net Force.

in the publishing and video game industries is intense.

Many new products and services are regularly introduced in each major industry

segment (console, mobile and PC), but only a relatively small number of “hit” titles account for a significant portion of

total revenue in each segment.

NetCo’s competitors range from established interactive entertainment companies and diversified

media companies to emerging start-ups, and we expect new competitors to continue to emerge throughout the world.

Item 8 – Legal Proceedings for information concerning proceedings related to NetCo.

do not currently have any employees;

however, the Company relies on consultants to perform the duties that would be performed by employees.

Financial Information

additional financial information regarding our operations, see “Item 7.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations” and our Financial Statements included in this Annual Report.

file annual, quarterly and current reports and other information with the U.S.

Securities and Exchange Commission (the “SEC”).

These filings are available to the public over the internet at the SEC’s website at http://www.sec.gov.

You may also read and copy

any document we file at the SEC’s public reference room located at 100 F Street, NE, Washington, DC 20549.

Please call the SEC

at 1-800-SEC-0330 for further information on the public reference room.

website can be found at http://novelstem.com.

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