What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2023-03-31 compared with 2022-03-31 · 17 added, 74 removed, 12 unchanged (88% of the section changed)

4 unchanged sentences

of Common Equity

of March 28, 2022, we had 9,293,096 shares of our common stock issued and outstanding held by approximately 455 stockholders of record.

of March 30, we had 14,441,025 shares of our common stock issued and outstanding held by approximately 495 stockholders of

have never paid any cash dividends on our capital stock and do not anticipate paying any cash dividends on our common stock in the foreseeable

We intend to retain future earnings to fund ongoing operations and future capital requirements.

Any future determination to pay

cash dividends will be at the discretion of our Board of Directors and will be dependent upon financial condition, results of operations,

Any future decision to pay cash

dividends will be at the discretion of our Board of Directors and will be dependent upon financial condition, results of operations,

capital requirements and such other factors as the Board of Directors deems relevant.

Sales of Unregistered Securities

February 23, 2021, the Company issued an aggregate of 1,000 shares of common stock for services in the amount of $14,200.

March 5, 2021, the Company entered into a Note Purchase Agreement by and between the Company and one individual accredited investor where

the Company sold a convertible promissory note with a principal amount of $350,000 (the “March 2021 Note”).

The Noteholder

has an optional right of conversion such that the Noteholder may elect to convert his Note, in whole or in part, outstanding as of such

time, into the number of fully paid and non-assessable shares of the Company’s common stock as determined by dividing the indebtedness

under the March 2021 Note by a price equal to the lesser of (a) $7.50 per share, and (b) a 30% discount to the price of the common stock

in the qualified transaction, which equals 100,000 shares, subject to certain adjustments.

May 28, 2021, the Company awarded 600,000 shares

of restricted common stock Charles M.

Fernandez, Chairman and Chief Executive Officer, which

will vest 1/3 at each of the three anniversaries of the grant date.

August 24, 2021, the Company awarded 100,000 shares

of restricted common stock to Douglas Ellenoff , Vice Chairman and Chief Business Development

Strategist, 40,000 of which were issued on September 9, 2021, and vested immediately, with an additional 20,000 shares of restricted

stock to be issued and to vest on each of August 24, 2022, August 24, 2023 and August 24, 2024, provided Mr.

Ellenoff continues to serve

on the Board of Directors at any time during the year in which the restricted stock is to vest.

equity award was made outside of a shareholder approved stock or option plan pursuant to the Nasdaq “inducement grant” exception

(Nasdaq Listing Rule 5635(c)(4)).

August 24, 2021, the Company awarded 25,000 shares of restricted common stock to Paul Thomson, Executive

Vice President and Chief Financial Officer , 10,000 of which vested immediately, and the remaining

15,000 of which will vest at the rate of 5,000 shares at the end of each of the next three annual anniversaries of his employment.

equity award was made outside of a shareholder approved stock or option plan pursuant to the Nasdaq “inducement grant” exception

(Nasdaq Listing Rule 5635(c)(4)).

October 8, 2021, the Company awarded of 25,000 shares of restricted common stock to Andrew Cohen, Senior Vice President of Operations

of the Company.

Of these shares, 10,000 vested immediately, and the remaining 15,000 of which will vest at the rate of 5,000 shares at

the end of each of the next three annual anniversaries of his employment.

This equity award was made outside of a shareholder approved

stock or option plan pursuant to the Nasdaq “inducement grant” exception (Nasdaq Listing Rule 5635(c)(4)).

December 16, 2021, the following awards of unregistered restricted stock to the Company’s directors and officers became effective:

Fernandez, Executive Chairman and Chief Executive Officer- (1) Award of 101,000 shares of restricted common stock of the Company under

the 2020 Plan.

All shares fully vested and issued on the Effective Grant Date and (2) Award of 275,000 shares of restricted common stock

of the Company under the 2021 Plan.

Half of the shares fully vested and issued on the Effective Grant Date.

The second half of the shares

to be issued and to vest on the first anniversary of the Effective Grant Date.

Phipps, Director and President of Orbsat;

Chief Executive Officer of Global Operations - Award of 275,000 shares of restricted common

stock of the Company under the 2021 Plan.

All shares fully vested and issued on the Effective Grant Date.

Carpenter, Director - Award of 20,000 shares of restricted common stock of the Company under the 2021 Plan.

Half of the shares fully

vested and issued on the Effective Grant Date.

The second half of the shares to be issued and to vest on the first anniversary of the

Effective Grant Date.

Cusimano, Director - Award of 20,000 shares of restricted common stock of the Company under the 2021 Plan.

Half of the shares fully vested

and issued on the Effective Grant Date.

The second half of the shares to be issued and to vest on the first anniversary of the Effective

Delgado, Director - Award of 20,000 shares of restricted common stock of the Company under the 2021 Plan.

Half of the shares fully vested

and issued on the Effective Grant Date.

The second half of the shares to be issued and to vest on the first anniversary of the Effective

Miller, Director - Award of 20,000 shares of restricted common stock of the Company under the 2021 Plan.

Half of the shares fully vested

and issued on the Effective Grant Date.

The second half of the shares to be issued and to vest on the first anniversary of the Effective

Thomson, Executive Vice President and Chief Financial Officer – Award of 10,000 shares of restricted common stock of the Company

under the 2021 Plan.

All shares fully vested and issued on the Effective Grant Date.

Carlise, Chief Accounting Officer, Treasurer and Secretary - Award of 15,000 shares of restricted common stock of the Company under the

All shares fully vested and issued on the Effective Grant Date.

December 28, 2021, the Company awarded at total of 15,000 restricted stock awards, at a fair market value of $3.81, from the date of

The Company issued 10,393 shares of common stock, withholding 4,607 shares of the award for the payment of taxes, this

resulted in net stock-based compensation of $39,597.

were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as

there was no general solicitation, and the transaction did not involve a public offering.

Purchases of Equity Securities

2 unchanged sentences

compensation plans.

following table summarizes information, as of December 31, 2022, relating to equity compensation plans of the Company under which the

Company’s common stock is authorized for issuance.

Plan category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted- average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans

Equity compensation plans approved by security holders:

Equity compensation plans

2020 Incentive Plan

Equity compensation plans

2021 Incentive Plan

Equity compensation plans not approved by security holders:

2018 Incentive Plan

Equity compensation issued pursuant to individual compensation arrangements

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