What changed in this filing

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Item 9A. Controls and Procedures

2024-03-21 compared with 2023-03-28 · 170 added, 219 removed, 221 unchanged (64% of the section changed)

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Evaluation of Disclosure Controls and Procedures

Under Rules 13a-15(e) and 15d-15(e) of the Exchange Act, “disclosure controls and procedures”

are controls and other procedures that are designed to ensure that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified under the rules and forms of the SEC. 

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to our management, including our chief executive officer and our chief financial officer, as appropriate to allow timely decisions regarding required disclosures. 

Our management, with the participation of our chief executive officer and our chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2022. 

Under Rules 13a-15(e) and 15d-15(e) of the Exchange Act, “disclosure controls and procedures” are controls and other procedures that are designed to ensure that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified under the rules and forms of the SEC.

Based on such evaluation, our chief executive officer and our chief financial officer have concluded that as of December 31, 2023, our disclosure controls and procedures were effective.

Management ’

s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting. 

Under Rules 13a-15(f) and 15d-15(f) of the Exchange Act, “internal control over financial reporting’’

is defined as a process designed by, or under the supervision of, our chief executive officer and our chief financial officer, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Management ’ s Report on Internal Control over Financial Reporting

Under Rules 13a-15(f) and 15d-15(f) of the Exchange Act, “internal control over financial reporting’’ is defined as a process designed by, or under the supervision of, our chief executive officer and our chief financial officer, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Internal control over financial reporting includes policies and procedures that pertain to the maintenance of records, that in reasonable detail, accurately and fairly reflect our transactions and our dispositions of assets;

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provide reasonable assurance that receipts and expenditures of the Company are made only in accordance with authorizations of management and directors;

and provide reasonable assurance regarding the prevention or the timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on our financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

Management, with the participation of our chief executive officer and our chief financial officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2022 using the criteria established in Internal Control —

Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. 

Management, with the participation of our chief executive officer and our chief financial officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023 using the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2023.

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Other Information.

Disclosure Regarding Foreign Jurisdiction that Prevents Inspections.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

Directors, Executive Officers and Corporate Governance.

Our Board is divided into three classes with only one class of directors typically being elected in each year and each class serving a three-year term. 

In October 2022, our Board approved an increase in the size of our Board from four to five members. 

Our Board is divided into three classes with only one class of directors typically being elected in each year and each class serving a three-year term.

In October 2022, our Board approved an increase in the size of our Board from four to five members.

Effective the same date, the Board appointed Mr.

Litvack to fill the newly created vacancy. 

Litvack will be included in director nominees for approval by a vote of our shareholders at our 2023 annual meeting. 

Litvack to fill the newly created vacancy.

Litvack was approved by a vote of our shareholders at our 2023 annual meeting.

In addition, in March 2023, our Class II director, Frank Newman, resigned, leaving a vacancy.

On June 22, 2023, the Board appointed Lewis H.

Titterton to fill the vacancy.

Pursuant to Florida law and our bylaws, any directors appointed by the Board to fill a vacancy serve only until the next Annual Meeting.

Accordingly, Mr.

Titterton was approved by a vote of our shareholders at our 2023 annual meeting to serve as a Class II director until the term of our Class II directors ends at the 2024 annual meeting.

Our current directors, including their backgrounds and qualifications are as follows:

Position with the Company

Class I Director, Audit Committee Member

Class I Director, Audit Committee Member, Compensation Committee Member

Class I Director, Chairman of the Board and Chief Executive Officer

Class II Director, Audit Committee Member

Class III Director, Audit Committee Chair

Class III Director, Audit Committee Chair, Compensation Committee Member

Class III Director

Sanford Litvack has been a director of ours and a member of our audit committee since October 2022. 

Litvack has been a partner with Chaffetz Lindsey LLP since 2019 and served as partner at various other law firms from 2001 to 2019. 

Litvack served as Assistant Attorney General in charge of the Antitrust Division of the Department of Justice and was selected by President George W.

Bush to serve as a member of the Antitrust Modernization Commission. 

Litvack spent a decade at the Walt Disney Company from 1991 to 2001, holding various roles from general counsel to chief of corporate operations and vice chairman of the board of directors. 

He is also a former director of Hewlett Packard. 

Litvack has served on the board of directors for L Catterton Asia Acquisition Corp., a special purpose acquisition company, since August 2022. 

Litvack brings substantial knowledge of corporate and legal matters including a broad corporate litigation background, handling a wide array of complex matters, including patent and intellectual property issues. 

Jeffrey Parker has been the Chairman of our Board and our Chief Executive Officer since our inception in August 1989 and was our president from April 1993 to June 1998. 

Class II Director, Audit Committee Member, Compensation Committee Chair

Sanford "Sandy" Litvack has been a director of ours and a member of our audit committee since October 2022 and was appointed to our compensation committee in April 2023.

Litvack is a partner with Chaffetz Lindsey LLP and has a broad corporate litigation background, handling a wide array of complex matters, including patent and other intellectual property issues.

Litvack served as Assistant Attorney General in charge of the Antiturst Division of the Department of Justice and was selected by President George W.

Bush to serve as a member of the Antitrust Modernization Commission.

In addition to his courtroom experience, Mr.

Litvack spent a decade at the Walt Disney Company holding various roles from general counsel to chief of corporate operations and vice chairman of the board of directors.

He is also a former director of Hewlett Packard.

Litvack has served on the board of directors for L Catterton Asia Acquisition Corp., a special purpose acquisition company, since August 2022.

Litvack's corporate and legal background provides relevant insight into patent litigation and other legal strategies as well as the operations of, and risks associated with, a publicly-held corporation.

Jeffrey Parker has been the Chairman of our Board and our Chief Executive Officer since our inception in August 1989 and was our president from April 1993 to June 1998.

From March 1983 to August 1989, Mr.

Parker served as executive vice president for Parker Electronics, Inc., a joint venture partner with Carrier Corporation performing research, development, manufacturing, and sales and marketing for the heating, ventilation and air conditioning industry. 

Parker is a named inventor on 31 U.S.

patents. 

Among other qualifications, as Chief Executive Officer, Mr.

Parker has relevant insight into our operations, our industry, and related risks as well as experience bringing disruptive technologies to market.

Frank Newman has been a director of ours since December 2016 and a member of our audit committee since April 2020. 

Newman has been the chief executive officer and co-founder of PathGuard, Inc.

(or its predecessors), a company offering hardware-based cybersecurity, since 2015. 

From 2011 until December 2018, Mr.

Newman served as chairman of Promontory Financial Group China Ltd., an advisory group for financial institutions and corporations in China.

From 2005 to 2010, he served as chairman and chief executive officer of Shenzhen Development Bank, a national bank in China. 

Prior to 2005, Mr.

Newman served as chairman, president, and chief executive officer of Bankers Trust and chief financial officer of Bank of America and Wells Fargo Bank. 

Newman served as Deputy Secretary of the U.S.

Treasury from 1994 to 1995 and as Under Secretary of Domestic Finance from 1993 to 1994. 

He has authored two books and several articles on economic matters, published in the U.S., mainland China, and Hong Kong. 

Newman has served as director of Aspirational Consumer Lifestyle Corp (NYSE:

ASPL), a special purpose acquisition company, since September 2020 and as director of L Catterton Asia Acquisition Copr., another special purpose acquisition company, since March 2021. 

He also serves as audit committee chair and a member of the compensation committee and nominating and corporate governance committees for ASPL. 

Newman has previously served as a director for major public companies in the U.S., United Kingdom, and China, and as a member of the Board of Trustees of Carnegie Hall. 

He earned his BA, magna cum laude, in economics at Harvard. 

Newman brings a substantial knowledge of international banking and business relationships to the Board. 

His financial background adds an important expertise to the Board with regard to financing future business opportunities.

Rosenbaum has been a director of ours since December 2016 and a member of our audit committee since September 2018. 

Rosenbaum has extensive experience as a director and executive officer for both public and private companies in a number of industries. 

Rosenbaum has been a director of ours since December 2016, a member of our audit committee since September 2018, and a member of our compensation committee since April 2023.

Rosenbaum has extensive experience as a director and executive officer for both public and private companies in a number of industries.

Since 1994, Mr.

Rosenbaum has served as chief executive of SWR Corporation, a privately-held corporation that designs, sells, and markets specialty industrial chemicals. 

In September 2017, Mr.

Rosenbaum was appointed to the Board of Commissioners for the Oregon Liquor Control Commission and has served as chairman since March 2018.

Rosenbaum has served as chief executive of SWR Corporation, a privately-held corporation that designs, sells, and markets specialty industrial chemicals.

Since 2009, Mr.

Rosenbaum has been a member of the Providence St.

Vincent Medical Foundation Council of Trustees, and previously served as president of the Council. 

In addition, from September 2000 until June 2009, Mr.

Rosenbaum served as chairman and chief executive officer of Rentrak Corporation (“

Rentrak ”), a Nasdaq publicly traded company that provides transactional media measurement and analytical services to the entertainment and media industry. 

Rosenbaum served as chairman and chief executive officer of Rentrak Corporation (“ Rentrak ”), a Nasdaq publicly traded company that provides transactional media measurement and analytical services to the entertainment and media industry.

From June 2009 until July 2011, Mr.

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From 2007 until 2016, Mr.

Rosenbaum served on the Board of Commissioners for the Port of Portland, including as vice chairman from 2012 to 2016. 

Rosenbaum was chief partner in the Rosenbaum Law Center from 1978 to 2000 and served in the Michigan Legislature from 1972 to 1978, during which time he chaired the Michigan House Judiciary Committee, was legal counsel to the Speaker of the House of the state of Michigan and wrote and sponsored the Michigan Administrative Procedures Act. 

Rosenbaum served on the Board of Commissioners for the Port of Portland, including as vice chairman from 2012 to 2016.

In September 2017, Mr.

Rosenbaum was appointed to the Board of Commissioners for the Oregon Liquor Control Commission and served as chairman through January of 2023.

Additionally, Mr.

Rosenbaum served on the National Conference of Commissioners on Uniform State Laws, as vice chairman of the Criminal Justice and Consumer Affairs Committee of the National Conference of State Legislatures, and on a committee of the Michigan Supreme Court responsible for reviewing local court rules. 

Among other qualifications, Mr.

Rosenbaum has extensive experience as a director and executive officer of a publicly held corporation and has relevant insights into operations and our litigation strategies.

Robert Sterne has been a director of ours since September 2006 and also served as a director of ours from February 2000 to June 2003. 

Since 1978, Mr.

Sterne has been a partner of the law firm of Sterne, Kessler, Goldstein & Fox PLLC, specializing in patent and other intellectual property law. 

Sterne provides legal services to us as one of our patent and intellectual property attorneys. 

Sterne has co-authored numerous publications related to patent litigation strategies. 

He has received multiple awards for contributions to intellectual property law including Law 360’s 2016 Top 25 Icons of IP and the Financial Times 2015 Top 10 Legal Innovators in North America. 

Sterne has been a partner of the law firm of Sterne, Kessler, Goldstein & Fox PLLC, specializing in patent and other intellectual property law.

Sterne provides legal services to us as one of our patent and intellectual property attorneys.

Sterne has co-authored numerous publications related to patent litigation strategies.

He has received multiple awards for contributions to intellectual property law including Law 360’s 2016 Top 25 Icons of IP and the Financial Times 2015 Top 10 Legal Innovators in North America.

Among other qualifications, Mr.

Sterne has an in-depth knowledge of our intellectual property portfolio and patent strategies and is considered a leader in best practices and board responsibilities concerning intellectual property.

Lewis Titterton was appointed to our Board in June 2023.

He previously served on our Board, and was a member of our audit committee, from September 2018 to April 2019 when he resigned due to family medical reasons.

Titterton has served on the board of directors of Anixa Biosciences ("ANIX"), a Nasdaq biotech company, since July 2017, including as lead independent director since July 2018 and chairman of the board from 2012 to 2016.

His background is in high technology with an emphasis on health care and he was the chairman of the board of directors of NYMED, Inc., a diversified health services company, from 1989 until October 2018.

Titterton founded MedE America, Inc.

in 1986 and was the chief executive officer of Management and Planning Services, Inc.

from 1978 to 1986.

He holds an MBA from the State University of New York at Albany, and a B.A.

degree from Cornell University.

Titterton has extensive experience as an executive and director of a publicly held corporation and, with a background in biotech, has an in-depth understanding of the unique challenges that parallel those of an innovative technology company.

Information About Our Executive Officers

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Jeffrey Parker

Chairman of the Board and Chief Executive Officer (“CEO”)

Cynthia French

Chief Financial Officer and Corporate Secretary (“CFO”)

The background for Mr.

Jeffrey Parker is included above under the heading “Directors”.

Cynthia French (formerly Poehlman)

Cynthia French has been our chief financial officer since June 2004 and our corporate secretary since August 2007. 

From March 1994 to June 2004, Ms.

French was our controller and our chief accounting officer. 

French has been a certified public accountant in the state of Florida since 1989.

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Section 16(a) of the Exchange Act requires our officers, directors and persons who beneficially own more than ten percent of our common stock to file reports of ownership and changes in ownership with the SEC.

Based solely upon a review of such forms and written representations received by the Company from certain reporting persons, we believe that during the year ended December 31, 2023 all Section 16(a) filing requirements were complied with in a timely manner with the exception of one Form 4 filed on November 22, 2023 reporting the grant of a nonqualified stock option to Lewis Titterton, which was inadvertently filed one day late.

Code of Ethics

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Rosenbaum and Messrs.

Litvack and Newman serve as members of the audit committee. 

Our audit committee is governed by a Board-approved charter which, among other things, establishes the audit committee’s membership requirements and its powers and responsibilities. 

Litvack and Titterton serve as members of the audit committee.

Our audit committee is governed by a Board-approved charter which, among other things, establishes the audit committee’s membership requirements and its powers and responsibilities.

Our Board has determined that Messrs.

Litvack, Newman, and Rosenbaum are audit committee financial experts within the meaning of the rules and regulations of the SEC.

Litvack, Titterton, and Rosenbaum are audit committee financial experts within the meaning of the rules and regulations of the SEC.

Executive Compensation.

Summary Compensation Table

The following table summarizes the total compensation of each of our “named executive officers”

as defined in Item 402(m) of Regulation S-K (the “Executives”) for the fiscal years ended December 31, 2022 and 2021. 

Given the complexity of disclosure requirements concerning executive compensation, and in particular with respect to the standards of financial accounting and reporting related to equity compensation, there is a difference between the compensation that is reported in this table versus that which is actually paid to and received by the Executives. 

The following table summarizes the total compensation of each of our “named executive officers” as defined in Item 402(m) of Regulation S-K (the “Executives”) for the fiscal years ended December 31, 2023 and 2022.

The amounts in the Summary Compensation Table that reflect the full grant date fair value of an equity award, do not necessarily correspond to the actual value that has been realized or will be realized in the future with respect to these awards.

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Represents an automobile allowance in the amount of $24,000, paid biweekly.

In January 2021, the Board approved equity awards under the 2019 Plan including nonqualified stock options for the purchase of up to 8,000,000 shares at an exercise price of $0.54 per share to Mr.

Parker and nonqualified stock options for the purchase of up to 1,000,000 shares at an exercise price of $0.54 to Ms.

French. 

These options vest over eight equal quarterly increments commencing March 31, 2021 and expiring on January 11, 2026. 

These awards were awarded as long-term incentive to our executives and took into consideration the longevity of their tenure with us, the continuation of their base compensation at a 20% reduced pay rate since 2018 and in recognition of the key role each holds in the organization. 

In July 2022, the Board approved a performance bonus for Ms.

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French has enabled by bringing significant activities in-house.

We do not have employment agreements with any of our Executives. 

We have non-compete arrangements in place with all of our employees, including our Executives, that impose post-termination restrictions on (i) employment or consultation with competing companies or customers, (ii) recruiting or hiring employees for a competing company, and (iii) soliciting or accepting business from our customers. 

We also have a tax-qualified defined contribution 401(k) plan for all of our employees, including our Executives. 

In January 2023, the Board approved a performance bonus for Mr.

Parker that included $40,000 cash and 200,000 immediately vested shares of our common stock in consideration for Mr.

Parker's continued contribution to the Company and the continuation of his voluntary reduction in base salary of $60,000 annually since July 2018.

In July 2023, the compensation committee of the Board approved cash bonuses for Mr.

Parker and Ms.

French of $71,000 and $45,000, respectively.

The bonuses were awarded in consideration of, among other things, each of their contributions to the Company's successful intellectual property protection and monetization program and their continuation of approximately 20% voluntary base salary reductions since 2018.

We do not have employment agreements with any of our Executives.

We terminated our tax-qualified defined contribution 401(k) plan in 2023 for all of our employees, including our Executives.

We did not make any employer contributions to the 401(k) plan in 2023 or 2022.

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Director Compensation

Since September 2018, the Board compensation program has consisted exclusively of equity-based compensation, generally awarded annually, in the form of nonqualified stock options, RSUs, or a combination thereof. 

Unvested director equity compensation awards are forfeited if the director resigns or is removed from the Board for cause prior to the vesting date.

Nonqualified stock options generally expire five to seven years from grant date.

In January 2021, each of our non-employee directors was awarded 380,000 nonqualified stock options at an exercise price of $0.54 per share.

These options vest over eight equal quarterly increments commencing March 31, 2021 and expiring on January 11, 2026.

In July 2022, each of our non-employee directors was awarded 250,000 nonqualified stock options and each of our audit committee members was awarded an additional 50,000 nonqualified stock options at an exercise price of $0.18 per share. 

These options vest over four equal quarterly increments commencing October 7, 2022 and expiring on July 7, 2029.

In October 2022, upon being appointed to the Board, Mr.

Litvack was awarded 600,000 nonqualified stock options at an exercise price of $0.195 per share. 

These options vest over eight quarterly increments commencing January 27, 2023 and expiring October 27, 2027.

In January 2023, the Board formalized its non-employee director compensation program whereby (i) non-employee directors will continue to solely receive share-based compensation for board and committee service, (ii) share-based compensation will be awarded annually on or about the first month of each year, (iii) the grant-date fair value of non-employee director awards for annual board service shall not exceed $80,000 for board service plus $20,000 additional for serving on the audit committee, (iv) the awards shall vest over four equal quarters and expire no more than seven years after grant date, and (v) any unvested awards shall be forfeited upon a director's termination of service for any reason.

In connection with the non-employee director program, on January 16, 2023, each of our non-employee directors was awarded 250,000 nonqualified stock options and each of our audit committee members was awarded an additional 50,000 nonqualified stock options at an exercise price of $0.30 per share.

These options vest over four equal quarterly increments commencing April 16, 2023, and expire on January 16, 2028.

In November 2023, following his appointment to the Board, Mr.

Titterton was awarded 600,000 nonqualified stock options at an exercise price of $0.177 per share.

These options vest over eight quarterly increments commencing February 18, 2024 and expiring November 18, 2028.

We reimburse our non-employee directors for their reasonable expenses incurred in attending meetings where applicable and we encourage participation in relevant educational programs for which we reimburse all or a portion of the costs incurred for these purposes.

Directors who are also our employees are not compensated for serving on our Board. 

Information regarding compensation otherwise received by our directors who are also named executive officers is provided under “Executive Compensation.”

The following table summarizes the compensation of our non-employee directors for the year ended December 31, 2022.

Directors who are also our employees are not compensated for serving on our Board.

Information regarding compensation otherwise received by our directors who are also named executive officers is provided under “Executive Compensation.”

The following table summarizes the compensation for each of our non-employee directors who served as a director for any portion of the year ended December 31, 2023.

Stock Awards($)

Option Awards($) 1

Sanford Litvack 2

Frank Newman 3

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Robert Sterne 5

Sanford Litvack 5

The amounts represented in columns (b) and (c) represent the full grant date fair value of share-based awards in accordance with ASC 718.  Refer to Note 15 of the consolidated financial statements included in Item 8 for the assumptions made in the valuation of stock awards.

Lewis Titterton 6

The amounts represented in columns (b) and (c) represent the full grant date fair value of share-based awards in accordance with ASC 718.

Refer to Note 15 of the consolidated financial statements included in Item 8 for the assumptions made in the valuation of stock awards.

At December 31, 2023, Mr.

Newman has an aggregate of 1,655,000 nonqualified stock options outstanding, of which 1,430,000 are exercisable.

Litvack has an aggregate of 900,000 nonqualified stock options outstanding, of which 525,000 are exercisable.

At December 31, 2023, Mr.

Rosenbaum has an aggregate of 1,805,000 nonqualified stock options outstanding, of which 1,580,000 are exercisable.

Newman has an aggregate of 1,679,000 nonqualified stock options outstanding, all of which are exercisable.

Newman forfeited 225,000 nonqualified stock options upon his resignation from the Board in 2023.

At December 31, 2023, Mr.

Rosenbaum has 2,055,000 nonqualified stock options outstanding, of which 1,980,000 are exercisable.

At December 31, 2023, Mr.

Sterne has 2,151,735 nonqualified stock options outstanding, of which 2,089,235 are exercisable.

At December 31, 2023, Mr.

Litvack has 600,000 nonqualified stock options outstanding, none of which are exercisable.

Titterton has 662,500 nonqualified stock options outstanding, of which 62,500 are exercisable.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

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Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders 1,3

Equity compensation plan approved by security holders (2011 Plan)

Equity compensation plans not approved by security holders 1,2

Includes the 2008 and 2011 Plans.

Includes the 2019 Plan. 

Number of securities to be issued upon exercise of outstanding options, warrants and rights includes Non-Plan awards.

The types of awards that may be issued under each of these plans is discussed more fully in Note 15 to our consolidated financial statements included in Item 8.

Includes the 2019 Plan.

Number of securities to be issued upon exercise of outstanding options, warrants and rights also includes Non-Plan awards.

The types of awards that may be issued under the 2019 Plan is discussed more fully in Note 15 to our consolidated financial statements included in Item 8.

Security Ownership of Certain Beneficial Holders

The following table sets forth certain information as of March 24, 2023 with respect to the stock ownership of (i) those persons or groups who beneficially own more than 5% of our common stock, (ii) each of our directors, (iii) each of our executive officers, and (iv) all of our directors and executive officers as a group (based upon information furnished by those persons).

As of March 24, 2023, 

84,522,832 shares of our common stock were issued and outstanding.

The following table sets forth certain information as of March 15, 2024 with respect to the stock ownership of (i) those persons or groups who beneficially own more than 5% of our common stock, (ii) each of our directors, (iii) each of our executive officers, and (iv) all of our directors and executive officers as a group (based upon information furnished by those persons).

As of March 15, 2024, 88,295,803 shares of our common stock were issued and outstanding.

Name of Beneficial Owner

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Sanford Litvack 11

Frank Newman 11

Paul Rosenbaum 11

Robert Sterne 11

Lewis Titterton 11

All directors and executive officers as a group (6 persons)

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Unless otherwise indicated, each person or group has sole voting and dispositive power over all such shares of common stock.

GEM Investment Advisors, LLC (“GEM Advisors”) is the general partner of GEM Partners LP (“GEM”).

GEM Investment Advisors, LLC (“GEM Advisors”) is the general partner of GEM Partners LP (“GEM”) and Flat Rock Partners LP ("Flat Rock").

Daniel Lewis is the controlling person of GEM Advisors.

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Beneficial ownership includes (i) 6,600 shares held by Mr.

Lewis, (ii) 3,998,246 shares held by GEM, and (iii) 4,931,924 shares underlying convertible notes held by GEM.

Lewis, (ii) 24,100 shares held by Flat Rock, (iii) 5,627,375 shares held by GEM, and (iv) 3,516,924 shares underlying convertible notes held by GEM.

Excludes 8,935,000 shares underlying convertible notes held by GEM that are not convertible within 60 days due to exercise limitations.

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Information derived from a Schedule 13G/A filed by GEM Advisors on February 28, 2024.

Thomas Staz is the trustee of the Thomas Staz Revocable Trust ("Staz Trust"). 

The principal business address of the Thomas Staz Revocable Trust is 1221 Brickell Avenue, Suite 2660, Miami, Florida 33131. 

Beneficial ownership excludes 750,000 shares underlying convertible notes held by the Staz Trust that are not convertible within 60 days due to exercise limitations. 

Thomas Staz is the trustee of the Thomas Staz Revocable Trust ("Staz Trust").

The principal business address of the Thomas Staz Revocable Trust is 1221 Brickell Avenue, Suite 2660, Miami, Florida 33131.

Beneficial ownership excludes 750,000 shares underlying convertible notes held by the Staz Trust that are not convertible within 60 days due to exercise limitations.

Information derived from a Schedule 13D filed by the Staz Trust on April 7, 2021.

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Includes 2,040,550 shares of common stock issuable upon currently exercisable options.

Includes 225,000 shares of common stock issuable upon currently exercisable options and 192,308 shares of common stock issuable upon conversion of convertible notes. 

Includes 818,750 shares of common stock issuable upon currently exercisable options and 192,308 shares of common stock issuable upon conversion of convertible notes.

Excludes 356,250 shares of common stock issuable upon options that may become exercisable in the future.

Includes 1,654,000 shares of common stock issuable upon currently exercisable options and excludes 300,000 shares of common stock issuable upon options that may become exercisable in the future.

Includes 2,123,750 shares of common stock issuable upon currently exercisable options and 1,169,231 shares of common stock issuable upon conversion of convertible notes.

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Includes 2,220,485 shares of common stock issuable upon currently exercisable options and excludes 206,250 shares of common stock issuable upon options that may become exercisable in the future.

Includes 18,306,285 shares of common stock issuable upon currently exercisable options and 1,211,539 shares of common stock issuable upon conversion of convertible notes held by directors and officers and excludes 1,525,000 shares of common stock issuable upon options that may become exercisable in the future (see notes 4, 5, 6, 7, 8 and 9 above).

The person’s address is 4446-1A Hendricks Avenue, Suite 354, Jacksonville, Florida 32207.

Percentage ownership is less than 1%.

Includes 206,250 shares of common stock issuable upon currently exercisable options, 38,760 shares of common stock issuable upon exercisable warrants, and 2,293,077 shares of common stock issuable upon conversion of convertible notes.

Excludes 731,250 shares of common stock issuable upon options that may become exercisable in the future and 380,000 shares underlying convertible notes held by Mr.

Titterton that are not convertible within 60 days due to exercise limitations.

Includes 18,128,545 shares of common stock issuable upon currently exercisable options and warrants and 3,654,616 shares of common stock issuable upon conversion of convertible notes held by directors and officers and excludes 1,500,000 shares of common stock issuable upon options that may become exercisable in the future and 380,000 shares underlying convertible notes that are not convertible within 60 days due to exercise limitations (see notes 4, 5, 6, 7, 8 and 9 above).

The person’s address is 4446-1A Hendricks Avenue, Suite 354, Jacksonville, Florida 32207.

Certain Relationships and Related Transactions and Director Independence.

Related Party Transactions

We paid approximately $7,000 and $97,000 in 2022 and 2021, respectively for patent-related legal services to SKGF, of which Robert Sterne is a partner. 

In addition, we paid approximately $115,000 and $130,000 in 2022 and 2021, respectively, for principal and interest on an unsecured note payable to SKGF. 

The note was issued in 2016 to convert outstanding unpaid legal fees to an unsecured promissory note. 

The note has been amended multiple times to defer principal payments. 

The note, as amended, allows for interest at 4% per annum, monthly installments of $12,500 per month beginning October 2022, with a final balloon payment due on April 30, 2027. 

We paid approximately $52,000 and $7,000 in 2023 and 2022, respectively for patent-related legal services to SKGF, of which Robert Sterne is a partner.

In addition, we paid approximately $163,000 and $115,000 in 2023 and 2022, respectively, for principal and interest on an unsecured note payable to SKGF.

The note was issued in 2016 to convert outstanding unpaid legal fees to an unsecured promissory note.

The note has been amended multiple times to defer principal payments.

The note, as amended, allows for interest at 4% per annum, monthly installments of $12,500 per month beginning October 2022, with a final balloon payment due on April 30, 2027.

At December 31, 2023, the outstanding balance of the note, including unpaid interest is approximately $474,000.

In May 2022, we sold an aggregate of $100,000 in promissory notes, convertible into shares of our common stock at a fixed conversion price of $0.13 to Paul Rosenbaum, one of our directors since December 2016. 

In August 2022, we sold an aggregate of $25,000 in promissory notes, convertible into shares of our common stock at a fixed conversion price of $0.13 to Sanford Litvack, who became an independent director in October 2022.

In September 2023, we repaid Mr.

Rosenbaum $100,000 upon maturity of a convertible promissory note with a conversion price of $0.40 per share, and we sold Mr.

Rosenbaum an additional $100,000 in promissory notes, convertible into shares of our common stock at an above-market fixed conversion price of $0.25.

As of December 31, 2023, Mr.

Rosenbaum holds $200,000 of our convertible promissory notes convertible into 1,169,231 shares of common stock.

For the year ended December 31, 2023, we issued Mr.

Rosenbaum an aggregate of 118,182 shares of our common stock, valued at $14,000, as payment of interest in kind on these convertible notes.

In January 2023, Sanford Litvack, one of our directors since October 2022, purchased 62,500 shares of our common stock at $0.16 per share in a private placement transaction.

In August 2022, we sold an aggregate of $25,000 in promissory notes, convertible into shares of our common stock at a fixed conversion price of $0.13 to Mr.

For the year ended December 31, 2023, we issued Mr.

Litvack an aggregate of 16,432 shares of our common stock, valued at $2,000, as payment of interest in kind on this convertible note.

In April 2023, we entered into a consulting services agreement with Lewis Titterton to provide short-term advisory services to our chief executive officer in connection with the restructuring of the Brickell funding agreements.

As consideration for services under the agreement, we issued 250,000 unregistered shares of our common stock valued at approximately $30,000 and a one-time cash payment of $10,500.

The consideration was recognized fully in the second quarter of 2023, prior to Mr.

Titterton being appointed to the Board.

Between 2018 and 2022, Mr.

Titterton purchased an aggregate of $425,000 in promissory notes, convertible into shares of common stock at various prices.

In September 2023, we repaid Mr.

Titterton $100,000 upon maturity of a convertible promissory note with a conversion price of $0.40 per share.

As of December 31, 2023, Mr.

Titterton holds an aggregate of $325,000 in promissory notes, convertible into 2,673,077 shares of common stock.

For the year ended December 31, 2023, we issued Mr.

Titterton an aggregate of 266,142 shares of our common stock, valued at $32,000, as payment of interest in kind on these convertible notes.

Director Independence

We follow the rules of Nasdaq in determining if a director is independent. 

The Board also consults with our counsel to ensure that the Board’s determination is consistent with those rules and all relevant securities and other laws and regulations regarding the independence of directors. 

We follow the rules of Nasdaq in determining if a director is independent.

The Board has affirmatively determined that Messrs.

Litvack, Newman, Rosenbaum, and Sterne are independent directors.

Litvack, Titterton, Rosenbaum, and Sterne are independent directors.

Principal Accountant Fees and Services.

The firm of MSL, P.A.

acts as our principal accountants. 

The following is a summary of fees paid to the principal accountants for services rendered.

5 unchanged sentences

For the years ended December 31, 2023 and 2022, there were no fees billed for other professional services by our principal accountants.

All the services discussed above were approved by our audit committee. 

The audit committee pre-approves the services to be provided by our principal accountants, including the scope of the annual audit and non-audit services to be performed by the principal accountants and the principal accountants’

audit and non-audit fees.

All the services discussed above were approved by our audit committee.

Exhibits and Financial Statement Schedules.

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Consolidated Balance Sheets as of December 31, 2023 and 2022

Consolidated Statements of Comprehensive Loss for the years ended December 31, 2022 and 2021

Consolidated Statements of Shareholders’

Deficit for the years ended December 31, 2022 and 2021

Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2023 and 2022

Consolidated Statements of Shareholders’ Deficit for the years ended December 31, 2023 and 2022

Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022

3 unchanged sentences

(3) Exhibits.

Amended and Restated Articles of Incorporation (incorporated by reference from Exhibit 3.1 of Current Report on Form 8-K filed March 29, 2016)

Amended and Restated Bylaws (incorporated by reference from Exhibit 3.1 of Current Report on Form 8-K filed August 14, 2007)

Articles of Amendment to Amended and Restated Articles of Incorporation (incorporated by reference from Exhibit 3.1 of Current Report on Form 8-K filed August 18, 2016)

Articles of Amendment to Amended and Restated Articles of Incorporation (incorporated by reference from Exhibit 3.1 of Current Report on Form 8-K filed July 13, 2017)

Amended and Restated Articles of Incorporation (incorporated by reference from Exhibit 3.1 of Current Report on Form 8-K filed March 29, 2016)

Amended and Restated Bylaws (incorporated by reference from Exhibit 3.1 of Current Report on Form 8-K filed August 14, 2007)

Articles of Amendment to Amended and Restated Articles of Incorporation (incorporated by reference from Exhibit 3.1 of Current Report on Form 8-K filed August 18, 2016)

Articles of Amendment to Amended and Restated Articles of Incorporation (incorporated by reference from Exhibit 3.1 of Current Report on Form 8-K filed July 13, 2017)

Articles of Amendment to the Amended and Restated Articles of Incorporation (incorporated by reference from Exhibit 3.5 of Form S-1 filed August 9, 2018)

5 unchanged sentences

Certificate of Designations of the Preferences, Limitations and Relative Rights of Series E Preferred Stock, dated November 21, 2005 (incorporated by reference from Exhibit 4.02 of Current Report on Form 8-K filed November 22, 2005)

Form of common stock certificate (incorporated by reference from Exhibit 4.1 of Annual Report on Form 10-K for the year ended December 31, 2015)

Shareholder Protection Rights Agreement between the Registrant and American Stock Transfer & Trust Company, as Rights Agent (incorporated by reference from Exhibit 4.01 of Form 8-K filed November 22, 2005)

First Amendment to Shareholder Protection Rights Agreement dated as of November 20, 2015 between the Registrant and American Stock Transfer & Trust Company, as Rights Agent (incorporated by reference from Exhibit 4.1 of Form 8-K filed November 23, 2015)

Second Amendment to Shareholder Protection Rights Agreement dated as of November 20, 2020 between the Registrant and American Stock Transfer and Trust Company, as Rights Agent (incorporated by reference from Exhibit 4.1 of Form 8-K filed November 20, 2020)

Form of Rights Certificate pursuant to Second Amendment to Shareholder Protection Rights Agreement dated November 20, 2020 (incorporated by reference from Exhibit 4.2 of Form 8-K filed November 23, 2020)

Description of Registered Securities

Form of 2022 Indemnification Agreement for Directors and Officers (incorporated by reference from Exhibit 10.5 of Quarterly Report on Form 10-Q for the period ended September 30, 2022, filed November 14, 2022) **

Form of common stock certificate (incorporated by reference from Exhibit 4.1 of Annual Report on Form 10-K for the year ended December 31, 2015)

Description of Registered Securities (incorporated by reference from Exhibit 4.7 of Current Report Form 10-K filed March 28, 2023) **

Standard Form of Employee Option Agreement (incorporated by reference from Exhibit 10.1 of Form 8-K filed January 13, 2021)

2008 Equity Incentive Plan (Non-Named Executives), as amended (incorporated by reference from Exhibit 4.1 of Form S-8 filed October 24, 2008) **

2011 Long-Term Incentive Equity Plan, as amended and restated (incorporated by reference from Exhibit 10.1 of Form 8-K filed July 13, 2017) **

Claims Proceeds Investment Agreement between Registrant and Brickell Key Investments LP (incorporated by reference from Exhibit 10.2 of Quarterly Report on Form 10-Q filed May 16, 2016)

Amendment to Claims Proceeds Investment Agreement between Registrant and Brickell Key Investments LP (incorporated by reference from Exhibit 10.1 of Quarterly Report on Form 10-Q filed August 15, 2016)

Amendment to Claims Proceeds Investment Agreement between Registrant and Brickell Key Investments LP dated December 28, 2017 (incorporated by reference from Exhibit 10.11 of Annual Report on Form 10-K filed March 29, 2018)

Amendment to Claims Proceeds Investment Agreement between Registrant and Brickell Key Investments LP dated April 26, 2018 (incorporated by reference from Exhibit 10.21 of Registration Statement on Form S-1 filed August 9, 2018)

Notice of Exercise of Rights Under Claims Proceeds Investment Agreement between Registrant and Brickell Key Investments LP dated December 20, 2018 (incorporated by reference from Exhibit 10.2 of Current Report on Form 8-K/A filed December 28, 2018)

Warrant Agreement between Registrant and Brickell Key Investments LP (incorporated by reference from Exhibit 10.1 of Current Report on Form 8-K filed December 21, 2018)

Form of Convertible Promissory Note dated September 10, 2018 (incorporated by reference from Exhibit 10.2 of Current Report on Form 8-K filed September 11, 2018)

List of Holders of Convertible Notes dated September 10, 2018 (incorporated by reference from Exhibit 10.4 of Current Report on Form 8-K filed September 11, 2018)

Securities Purchase Agreement between Registrant and Holders of Convertible Notes dated September 18, 2018 (incorporated by reference from Exhibit 10.1 of Current Report on Form 8-K filed September 18, 2018)

Form of Convertible Promissory Note dated September 18, 2018 (incorporated by reference from Exhibit 10.2 of Current Report on Form 8-K filed September 19, 2018)

Securities Purchase Agreement between Registrant and Holders of Convertible Notes dated February 25, 2019 (incorporated by reference from Exhibit 10.1 of Current Report on Form 8-K filed March 4, 2019)

Form of Convertible Promissory Note dated February 28, 2019 (incorporated by reference from Exhibit 10.2 of Current Report on Form 8-K filed March 4, 2019)

List of Holders of Convertible Notes dated February 28, 2019 (incorporated by reference from Exhibit 10.4 of Current Report on Form 8-K filed March 4, 2019)

Securities Purchase Agreement between Registrant and Holders of Convertible Notes dated March 13, 2019 (incorporated by reference from Exhibit 10.1 of Current Report on Form 8-K filed March 14, 2019)

Form of Convertible Promissory Note dated March 13, 2019 (incorporated by reference from Exhibit 10.3 of Current Report on Form 8-K filed March 14, 2019)

List of Holders of Convertible Notes dated March 13, 2019 (incorporated by reference from Exhibit 10.4 of Current Report on Form 8-K filed March 14, 2019)

Securities Purchase Agreement between Registrant and Mark Fisher dated June 7, 2019 (incorporated by reference from Exhibit 10.1 of Current Report on Form 8-K filed June 13, 2019)

Secured Convertible Note Agreement dated June 7, 2019 (incorporated by reference from Exhibit 10.2 of Current Report on Form 8-K filed June 13, 2019)

Security Agreement dated June 7, 2019 (incorporated by reference from Exhibit 10.4 of Current Report on Form 8-K filed June 13, 2019)

Form of Securities Purchase Agreement between Registrant and Holders of Convertible Notes dated June 19, 2019 (incorporated by reference from Exhibit 10.1 of Current Report on Form 8-K filed June 25, 2019)

Form of Convertible Promissory Note dated June 19, 2019 (incorporated by reference from Exhibit 10.2 of Current Report on Form 8-K filed June 25, 2019)

List of Holders of Convertible Notes dated June 19, 2019 (incorporated by reference from Exhibit 10.4 of Current Report on Form 8-K filed June 25, 2019)

Form of Securities Purchase Agreement between Registrant and Holders of Convertible Notes dated July 18, 2019 (incorporated by reference from Exhibit 10.1 of Current Report on Form 8-K filed July 23, 2019)

Form of Convertible Promissory Note dated July 18, 2019 (incorporated by reference from Exhibit 10.2 of Current Report on Form 8-K filed July 23, 2019)

List of Holders of Convertible Notes dated July 18, 2019 (incorporated by reference from Exhibit 10.4 of Current Report on Form 8-K filed July 23, 2019)

2019 Long-term Incentive Plan dated August 9, 2019, as amended on January 16, 2023 **

Form of Securities Purchase Agreement between Registrant and Holders of Convertible Notes dated January 8, 2020 (incorporated by reference from Exhibit 10.1 of Current Report on Form 8-K filed January 10, 2020)

Form of Convertible Promissory Note dated January 8, 2020 (incorporated by reference from Exhibit 10.2 of Current Report on Form 8-K filed January 10, 2020)

List of Holders of Convertible Notes dated January 8, 2020 (incorporated by reference from Exhibit 10.4 of Current Report on Form 8-K filed January 10, 2020)

Warrant Agreement between Registrant and Aspire Capital Fund, LLC dated February 28, 2020 (incorporated by reference from Exhibit 4.1 of Current Report on Form 8-K filed March 5, 2020)

Form of Subscription Agreement between Registrant and Accredited Investors dated March 5, 2020 (incorporated by reference from Exhibit 10.2 of Current Report on Form 8-K filed March 5, 2020)

Form of Subscription Agreement between Registrant and Accredited Investors dated March 13, 2020 (incorporated by reference from Exhibit 10.72 of Annual Report on Form 10-K filed April 14, 2020)

List of Accredited Investors to March 5, 2020 and March 13, 2020 Subscription Agreements (incorporated by reference from Exhibit 10.74 of Annual Report on Form 10-K filed April 14, 2020)

Form of Subscription Agreement between Registrant and Accredited Investors dated April 29, 2020 (incorporated by reference from Exhibit 10.1 of Current Report on Form 8-K filed May 5, 2020)

List of Accredited Investors to April 29, 2020 Subscription Agreement (incorporated by reference from Exhibit 10.3 of Current Report on Form 8-K filed May 5, 2020)

Amendment to Subscription Agreement between Registrant and Accredited Investors dated May 1, 2020 (incorporated by reference from Exhibit 10.4 of Current Report on Form 8-K filed May 5, 2020)

Form of Subscription Agreement between Registrant and Accredited Investors dated May 22, 2020 (incorporated by reference from Exhibit 10.1 of Current Report on Form 8-K filed May 29, 2020)

List of Accredited Investors to May 22, 2020 Subscription Agreement (incorporated by reference from Exhibit 10.3 of Current Report on Form 8-K filed May 29, 2020)

Form of Subscription Agreement between Registrant and Accredited Investors dated June 8, 2020 (incorporated by reference from Exhibit 10.1 of Current Report on Form 8-K filed June 12, 2020)

List of Accredited Investors to June 8, 2020 Subscription Agreement (incorporated by reference from Exhibit 10.3 of Current Report on Form 8-K filed June 12, 2020)

Form of Subscription Agreement between Registrant and Accredited Investors dated June 29, 2020 (incorporated by reference from Exhibit 10.1 of Current Report on Form 8-K filed July 6, 2020)

List of Accredited Investors to June 29, 2020 Subscription Agreement (incorporated by reference from Exhibit 10.3 of Current Report on Form 8-K filed July 6, 2020)

Form of Subscription Agreement between Registrant and Accredited Investors dated August 19, 2020 (incorporated by reference from Exhibit 10.1 of Current Report on Form 8-K filed August 21, 2020)

List of Accredited Investors to August 19, 2020 Subscription Agreement (incorporated by reference from Exhibit 10.3 of Current Report on Form 8-K filed August 21, 2020)

Form of Subscription Agreement between Registrant and Accredited Investors dated November 17, 2020 (incorporated by reference from Exhibit 10.1 of Current Report on Form 8-K filed November 23, 2020)

List of Accredited Investors to November 17, 2020 Subscription Agreement (incorporated by reference from Exhibit 10.3 of Current Report on Form 8-K filed November 23, 2020)

Form of Subscription Agreement between Registrant and Accredited Investors dated December 11, 2020 (incorporated by reference from Exhibit 10.1 of Current Report on Form 8-K filed November 23, 2020)

List of Accredited Investors to December 11, 2020 Subscription Agreement (incorporated by reference from Exhibit 10.3 of Current Report on Form 8-K filed December 14, 2020)

Form of Subscription Agreement between Registrant and Accredited Investors dated December 21, 2020 (incorporated by reference from Exhibit 10.1 of Current Report on Form 8-K filed November 23, 2020)

List of Accredited Investors to December 21, 2020 Subscription Agreement (incorporated by reference from Exhibit 10.3 of Current Report on Form 8-K filed December 23, 2020)

Form of Subscription Agreement between Registrant and Accredited Investors dated January 5, 2021 (incorporated by reference from Exhibit 10.1 of Current Report on Form 8-K filed November 23, 2020)

Form of Registration Rights Agreement between Registrant and Accredited Investors dated January 5, 2021 (incorporated by reference from Exhibit 10.2 of Current Report on Form 8-K filed November 23, 2020)

List of Accredited Investors to January 5, 2021 Subscription Agreement (incorporated by reference from Exhibit 10.3 of Current Report on Form 8-K filed January 5, 2021)

Form of Subscription Agreement between Registrant and Accredited Investors dated March 29, 2021 (incorporated by reference from Exhibit 10.84 of Annual Report on Form 10-K filed March 31, 2021)

Form of Registration Rights Agreement between Registrant and Accredited Investors dated March 29, 2021 (incorporated by reference from Exhibit 10.85 of Annual Report on Form 10-K filed March 31, 2021)

Form of Warrant Agreement between Registrant and Accredited Investors dated March 29, 2021 (incorporated by reference from Exhibit 10.86 of Annual Report on Form 10-K filed March 31, 2021)  

List of Accredited Investors to March 29, 2021 Subscription Agreement (incorporated by reference from Exhibit 10.87 of Annual Report on Form 10-K filed March 31, 2021)

Form of Securities Purchase Agreement between Registrant and Accredited Investor dated December 14, 2021 (incorporated by reference from Exhibit 10.1 of Current Report on Form 8‑K filed December 16, 2021)

Form of Registration Rights Agreement between Registrant and Accredited Investor dated December 14, 2021 (incorporated by reference from Exhibit 10.2 of Current Report on Form 8‐‑K filed December 16, 2021)

Form of Warrant Agreement between Registrant and Accredited Investor dated December 14, 2021 (incorporated by reference from Exhibit 10.3 of Current Report on Form 8-K filed December 16, 2021)

Form of Convertible Promissory Note dated May 10, 2022 (incorporated by reference from Exhibit 10.1 of Quarterly Report on Form 10-Q filed May 11, 2022)

Form of Securities Purchase Agreement between Registrant and Accredited Investors dated May 10, 2022 (incorporated by reference from Exhibit 10.2 of Quarterly Report on Form 10-Q filed May 11, 2022)

Form of Registration Rights Agreement between Registrant and Accredited Investors dated May 10, 2022 (incorporated by reference from Exhibit 10.3 of Quarterly Report on Form 10-Q filed May 11, 2022)

List of Holders of Convertible Notes dated May 10, 2022 (incorporated by reference from Exhibit 10.4 of Quarterly Report on Form 10-Q filed May 11, 2022)

Form of Securities Purchase Agreement between Registrant and Accredited Investors (incorporated by reference from Exhibit 10.1 of Current Report on Form 8-K filed June 2, 2022)

Form of Convertible Promissory Note (incorporated by reference from Exhibit 10.2 of Current Report on Form 8-K filed June 2, 2022)

Form of Registration Rights Agreement between Registrant and Accredited Investors (incorporated by reference from Exhibit 10.3 of Current Report on Form 8-K filed June 2, 2022)

List of Holders of Convertible Notes dated June 2, 2022 (incorporated by reference from Exhibit 10.4 of Current Report on Form 8-K filed June 2, 2022)

List of Holders of Convertible Notes dated June 30, 2022 (incorporated by reference from Exhibit 10.4 of Current Report on Form 8-K filed July 1, 2022)

2011 Long-Term Incentive Equity Plan, as amended and restated (incorporated by reference from Exhibit 10.1 of Form 8-K filed July 13, 2017) **

List of Holders of Convertible Notes dated August 3, 2022 (incorporated by reference from Exhibit 10.6 of Quarterly Report on Form 10-Q filed August 9, 2022)

Securities Purchase Agreement between Registrant and Accredited Investor Dated November 30, 2022 (incorporated by reference from Exhibit 10.1 of Current Report on Form 8-K filed December 6, 2022)

Form of Registration Rights Agreement between Registrant and Accredited Investor Dated November 30, 2022 (incorporated by reference from Exhibit 10.2 of Current Report on Form 8-K filed December 6, 2022)

Securities Purchase Agreement between Registrant and Accredited Investors Dated December 23, 2022 (incorporated by reference from Exhibit 10.1 of Current Report on Form 8-K filed December 29, 2022)

5 unchanged sentences

List of Accredited Investors to January 13, 2023 Subscription Agreement (incorporated by reference from Exhibit 10.8 of Current Report on Form 8-K filed January 13, 2023)

Secured Promissory Note between Registrant and Brickell Key Investments LP dated August 14, 2023 (incorporated by reference from Exhibit 10.1 of Quarterly Report on Form 10-Q filed November 14, 2023)

Prepaid Forward Purchase Agreement between Registrant and Brickell Key Investments LP (incorporated by reference from Exhibit 10.2 of Quarterly Report on Form 10-Q filed November 14, 2023)

Convertible Promissory Note dated September 15, 2023 (incorporated by reference from Exhibit 10.2 of Current Report on Form 8-K filed September 19, 2023)

Securities Purchase Agreement between Registrant and Paul Rosenbaum dated September 15, 2023 (incorporated by reference from Exhibit 10.1 of Current Report on Form 8-K filed September 19, 2023)

Schedule of Subsidiaries (incorporated by reference from Exhibit 21.1 of Annual Report on Form 10-K filed March 29, 2018)

31 unchanged sentences

March 21, 2024

March 28, 2023

/s/ Robert G.

2 unchanged sentences

March 21, 2024

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 9A. Controls and Procedures