What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-03-05 compared with 2020-02-19 · 87 added, 123 removed, 278 unchanged (43% of the section changed)

15 unchanged sentences

Fourth Quarter

As of February 18, 2020, there were approximately

89 shareholders of record of the Company’s common stock.

This does not include an indeterminate number of persons who

hold our Common Stock in brokerage accounts and otherwise in “street name.”

As of March 5, 2021, there were

approximately 103 shareholders of record of the Company’s common stock.

This does not include an indeterminate

number of persons who hold our Common Stock in brokerage accounts and otherwise in “street name.”

We have never paid cash dividends and have

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no new awards shall be granted under the 2015 Plan.

As of both December 31, 2019 and February 18,

As of both December 31, 2020 and March 5,

2021, no options and 2,000,000 shares of fully vested common stock remained as granted under the 2015 Plan.

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the 2017 Plan from 50,000,000 to 89,700,000 shares.

On April 6, 2020, the Board approved an amendment to the 2017 Plan to reduce

the number of shares of common stock of the Company available for issuance pursuant to the 2017 Plan from 89,700,000 shares to

85,700,000 shares.

The Amended 2017 Plan also provides

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other than cash or common stock may be used to purchase the shares underlying an option and shall determine the value of the property

As of both December 31, 2019 and February 18,

As of both December 31, 2020 and March

5, 2021, 81,050,000 options remain as granted under the Amended 2017 Plan.

As of both December 31, 2019 and February 18,

2020, 2,000,000 options remain as granted not pursuant to any stock option plan.

Securities Authorized for Issuance Under Equity Compensation

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(ii) options to purchase 82,650,000 shares of common stock were outstanding under the Amended

and (iii) warrants outstanding to purchase 8,500,000 shares of common stock not pursuant to any plan and options outstanding

to purchase 2,000,000 of common stock not pursuant to any plan.

and (iii) warrants outstanding to purchase 10,326,857 shares of common stock not pursuant to any plan.

To management’s knowledge, there are

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Recent Sales of Unregistered Securities and Use of Proceeds

On January 22, 2019, the Company issued 250,000

shares of common stock at a price of $0.06 per share for gross proceeds of $15,000 to an accredited investor and on February 4,

2019 Clarence E.

Smith, CEO of the Company, was issued 500,000 shares of common stock at a price of $0.06 per share for gross proceeds

of $30,000 pursuant to a private placement.

No solicitation was used in this offering.

For both sales of securities, the

Company relied on the exemption from registration available under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation

D promulgated under the Securities Act with respect to transactions by an issuer not involving any public offering.

No commissions

were paid in connection with this issuance of securities.

A Form D was filed on January 14, 2019.

On February 25, 2020, an option to purchase

2,000,000 shares of the Company’s common stock held by a former officer of the Company expired.

This option was not granted

pursuant to any stock option plan.

On March 25, 2020, the Board cancelled 27,000,000

options issued pursuant to the 2017 Plan, of which 15,000,000 were held by the Company’s CEO, 2,000,000 held by a director

of the Company, and 10,000,000 held by a consultant.

On March 26, 2020, the Board granted 22,000,000 new stock options (10,000,000

to the Company’s CEO, 2,000,000 to one of the directors, and 10,000,0000 to the consultant) with a term of six years and

exercisable at a price of $0.14 per share, expiring on March 25, 2026.

Between April 13, 2020 and May 29, 2020, the

Company sold 10,000,000 shares of common stock for gross proceeds of $500,000 to accredited investors (one of which was the Company’s

President & CEO, Clarence E.

Company issued 2,222,222 shares of common stock at a price of $0.09 per share for gross proceeds of $200,000 to accredited investors

(one of which was Clarence E.

Smith, CEO of the Company) No solicitation was used in this offering.

For both sales of securities,

the Company relied on the exemption from registration available under Section 4(a)(2) of the Securities Act and Rule 506(b) of

Regulation D promulgated under the Securities Act with respect to transactions by an issuer not involving any public offering.

No commissions were paid in connection with this issuance of securities.

A Form D was filed on April 23, 2020 and a second

Form D was filed on June 2, 2020.

Between July 20, 2020 and July 27, 2020, the Company sold

320,513 shares of common stock at a price per share of $0.078 for gross proceeds of $25,000 to accredited investors in a private

No solicitation was used in the offering.

The Company relied on the exemption from registration available under Section

4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated under the Securities Act with respect to transactions

by an issuer not involving any public offering.

No commissions were paid in connection with these issuances of securities.

A Form D was filed on August 4, 2020.

Between August 4, 2020 and September 9, 2020,

the Company sold 3,653,077 shares of common stock of the Company at a price per share of $0.065 for gross proceeds of $237,450

to accredited investors in a private placement, of which the Company’s President and CEO purchased 1,000,000 shares for gross

proceeds of $65,000.

No solicitation was used in the offering.

The Company relied on the exemption from registration available

under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated under the Securities Act with respect to

transactions by an issuer not involving any public offering.

No commissions were paid in connection with these issuances

of securities.

A Form D was filed on August 13, 2020 and an amended Form D was filed on September 1, 2020.

Between November 5, 2020 and December 4, 2020, the Company sold

2,532,143 shares of common stock at $0.07 per share for gross proceeds of $177,250 to accredited investors (one of which was the

Company’s President & CEO, Clarence E.

Smith) in a private placement.

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in connection with these issuances of securities.

A Form D was filed on April 8, 2019.

Between June 14, 2019 and June 18, 2019, the

Company sold 2,266,667 shares of common stock for gross proceeds of $272,000 to accredited investors in a private placement.

solicitation was used in the offering.

The Company relied on the exemption from registration available under Section 4(a)(2) of

the 1933 Act and Rule 506(b) of Regulation D promulgated under the 1933 Act with respect to transactions by an issuer not involving

any public offering.

No commissions were paid in connection with these issuances of securities.

A Form D was filed

on July 2, 2019.

On July 15, 2019, the Board of Directors of

the Company canceled a total of 16,000,000 options previously granted to its CEO, a director, and a consultant and granted a total

of 16,000,000 new options under the Amended 2017 Plan at an exercise price of $0.26 per share as follows:

Clarence Smith, President,

CEO & Director (options to purchase 5,000,000 shares);

Edward McDonough, Director (options to purchase 1,000,000 shares);

Grant Young, a consultant (options to purchase 10,000,000 shares).

Twenty-five percent of the shares vest on October 13, 2019 and

25% vest every three months thereafter.

The options expire on July 14, 2024.

Prior to a change in control of the Company, the vesting

schedule of the option shall immediately accelerate so that the option is fully vested and available for exercise.

Also on July 15, 2019, in connection with the

continued service of certain directors, officers and consultants, the Board granted options pursuant to the Amended 2017 Plan to

acquire shares of common stock of the Company at an exercise price of $0.26 per share as follows:

Smith (an option to purchase

5,000,000 shares);

McDonough (an option to purchase 2,000,000 shares);

Michael Guzzetta, CFO (an option to purchase 4,000,000

Young (options to purchase 5,000,000 shares).

Twenty-five percent of the shares vest on October 13, 2019 and 25%

vest every three months thereafter.

The options expire on July 14, 2024.

Prior to a change in control of the Company, the vesting

schedule of the option shall immediately accelerate so that the option is fully vested and available for exercise.

also issued an option under the Amended 2017 Plan to a consultant to acquire 500,000 shares at an exercise price of $0.26 per share.

The option is identical to the others issued by the Board except that 250,000 shares vest on October 13, 2019 and 250,000 vest

three months thereafter.

For these grants of options, no solicitation

was used and the Company relied on the exemption from registration available under Section 4(a)(2) of the Securities Act of 1933,

as amended (the “1933 Act”) and/or Rule 506(b) of Regulation D promulgated under the 1933 Act with respect to transactions

by an issuer not involving any public offering.

No commissions were paid in connection with these issuances of securities.

On September 24, 2019, the Company’s CFO exercised an option

to purchase 250,000 shares of common stock of the Company at $0.07 per share through a cashless exercise.

The CFO received 97,826

shares and the Company received 152,174 as consideration for the exercise.

The Company relied on the exemption from registration

under Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) and/or Rule 506(b) of Regulation D

promulgated under the 1933 Act with respect to transactions not involving a public offering.

No commissions were paid in connection

with the issuance of these securities.

On November 18, 2019, in connection with the

continued service of certain directors, officers and consultants, the Board granted options pursuant to the Amended 2017 Plan to

acquire shares of common stock of the Company at an exercise price of $0.11 per share as follows:

Smith (an option to purchase

5,000,000 shares);

McDonough (an option to purchase 1,000,000 shares);

Michael Guzzetta, CFO (an option to purchase 4,000,000

Young (options to purchase 5,000,000 shares).

Twenty-five percent of the shares vest on February 18, 2020 and

25% vest every three months thereafter.

The options expire on November 17, 2024.

For these grants of options, no solicitation

was used and the Company relied on the exemption from registration available under Section 4(a)(2) of the Securities Act of 1933,

as amended (the “1933 Act”) and/or Rule 506(b) of Regulation D promulgated under the 1933 Act with respect to transactions

by an issuer not involving any public offering.

No commissions were paid in connection with these issuances of securities.

Between October 16, 2019 and December 19, 2019, the Company sold

A Form D was filed on November 27, 2020, an amended Form D was filed on

each of December 14, 2020.

Between December 23, 2020 and December 30, 2020, the Company sold

1,826,857 Units (each Unit comprised of one common share and one warrant to purchase one common share at $0.07) for gross proceeds

of $300,000 to accredited investors (one of which was the Company’s President & CEO, Clarence E.

Smith) in a private

The warrants were immediately vested and expire three years from the date of issuance.

No solicitation was used in the

The Company relied on the exemption from registration available under Section 4(a)(2) of the 1933 Act and Rule 506(b)

of Regulation D promulgated under the 1933 Act with respect to transactions by an issuer not involving any public offering.

of $127,880 to accredited investors in a private placement.

The warrants were immediately vested and expire one year from the date

No solicitation was used in the offering.

The Company relied on the exemption from registration available under Section

4(a)(2) of the 1933 Act and Rule 506(b) of Regulation D promulgated under the 1933 Act with respect to transactions by an issuer

not involving any public offering.

No commissions were paid in connection with these issuances of securities.

A Form D was filed on October 31, 2019, an amended

Form D was filed on each of November 4, 2019, December 17, 2019, and December 30, 2019.

D was filed on November 27, 2020, and an amended Form D was filed on December 14, 2020.

SELECTED FINANCIAL DATA

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General and Administrative

Interest Expense

Professional Fees

15 unchanged sentences

Significant changes from the prior year include:

Professional fees remained flat year over year going to $149,619 from $149,123 as legal, accounting and auditing activity all remained relatively unchanged over prior year totals.

Professional fees increased by $14,870, year over year going to $164,489 from $149,619 as legal and auditing fees each contributed to the increase, while accounting activity remained unchanged over prior year totals.

Share-based compensation increased sharply by $3,345,424 from $3,395,319 to $6,740,743 primarily as a result of the sharp increase of stock price at grant date of certain options and a change in accounting based on new FASB guidance for valuation of share-based payments to non-employees.

Additionally, we granted a higher number of stock options in 2019.

Additionally, stock options were granted to two additional consultants in the last quarter of 2020.

Research and development increased by $157,771 from $369,520 to $527,291 primarily as a result of management’s current year investment in further testing and development of the AAGP ®

molecule and expanded study lines.

General and administrative expenses increased by $202,364 from $78,074 to $280,438 due to the engagement of two investor relations firms and the engagement of a marketing firm to build a new website and expand public awareness of the Company through new social media applications.

In 2020 new studies included pilot tolerability test for topical ocular application and dose and time-dependent effect studies for dry-eye disease

General and administrative expenses decreased by $71,471 from $280,438 to $208,967 due to the disengagement of two investor relations firms and the reduction in spending on marketing firms.

In 2019 significant spending went to website development and expanding digital marketing through social media applications.

Our expenses in 2020 were $7,644,490 which

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During the year ended December 31, 2020, net

cash used in operating activities increased $397,165 from $453,493 to $850,658 for the years ended December 31, 2018 and 2019,

respectively.

This increase was predominantly due to the increased spending on marketing and investor relations.

Additionally,

new research and development contributed to the year-over- year increase of cash used in operations.

cash used in operating activities increased $30,650 from $850,658 to $881,308 for the years ended December 31, 2019 and 2020, respectively.

This increase was predominantly due to the increased spending on research and development.

Additionally, a reduction to marketing

and public relations spending year-over- year kept the change in operating expenses lower than in previous year’s operations.

Net Cash Used in Investing Activities

During the year ended December 31, 2020, net

cash used in investing activities decreased by $10,436 primarily due to lower costs of patent maintenance and patent application

Net cash from investing activities for the year ended December 31, 2018 was $35,458.

Net cash used for investing

activities for the year ended December 31, 2019 was $25,022.

cash used in investing activities increased by $45,156 primarily due to the increase in patent application spending.

Net cash from

investing activities for the year ended December 31, 2019 was $25,022.

Net cash used for investing activities for the year

ended December 31, 2020 was $70,178.

Net Cash Provided by Financing Activities

During the year ended December 31, 2020, net

cash provided by financing activities increased by $794,962 from $322,038 to $1,117,000 for the years ended December 31, 2018 and

cash provided by financing activities decreased by $349,419 from $1,117,000 to $767,581 for the years ended December 31, 2019 and

2020, respectively.

This increase was predominantly due to an increase in private placements completed.

This increase was predominantly due to a reduction in private placements completed.

Going Concern

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stock price on the date of issuance.

The Company accounts for stock compensation

arrangements with persons classified as non-employees for accounting purposes in accordance with ASC 505-50 “Stock-Based

Transactions with Nonemployees”, which requires that such equity instruments are recorded at their fair value on the measurement

The measurement of share-based compensation is subject to periodic adjustment as the underlying instruments vest.

value of stock options is estimated using the Black-Scholes Option Pricing Model and the compensation charges are amortized over

the vesting period.

Share-based compensation for non-employees

in exchange for goods and services used or consumed in an entity’s own operations are also recorded at fair value on the

measurement date and accounted for in accordance with ASC 718.

The measurement of share-based compensation is subject to periodic

adjustment as the underlying instruments vest.

The fair value of stock options is estimated using the Black-Scholes Option Pricing

Model and the compensation charges are amortized over the vesting period.

Intangible Assets –

7 unchanged sentences

to which they relate.

All other expenditures are recognized in profit or loss as incurred.

The Company capitalizes its patent application costs.

All other expenditures are recognized in profit or

loss as incurred.

As at December 31, 2020, the Company does not

23 unchanged sentences

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