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Item 9A. Controls and Procedures

2025-03-24 compared with 2024-03-21 · 128 added, 113 removed, 278 unchanged (46% of the section changed)

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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.

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, 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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Other Information.

Insider Trading Arrangements

During the three months ended December 31, 2024, none of our directors or officers adopted or terminated a Rule 10b5 - 1 trading arrangement or a non-Rule 10b5 - 1 trading arrangement, as such terms are defined in Item 408 (a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

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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 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:

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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.

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.

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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.

From October 2022 through its acquisition in February 2024, Mr.

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

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.

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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.

Lewis Titterton was appointed to our Board in June 2023 and has been a member of our audit and compensation committees since November 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.

Titterton has served on the board of directors of Anixa Biosciences, 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.

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There are no family relationships among our officers or directors.

Delinquent Section 16(a) Reports

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

Insider Trading Policies and Procedures

We have adopted a formal insider trading policy governing the purchase, sale and/or other disposition of our securities by our directors, officers, employees and certain identified consultants, that are reasonably designed to promote compliance with insider trading laws, rules and regulations and any listing standards applicable to us.

A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form10-K.

Executive Compensation.

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Name and Principal Position

Bonus ($) (1)

Stock Awards ($)(2)

Option Awards ($)(2)

All Other ($)

Jeffrey Parker, CEO

Cynthia French, CFO

Bonuses for 2024 performance were approved by the compensation committee and paid in January 2025.

The amounts represented in columns (e) and (f) represent the full grant date fair value of equity awards in accordance with ASC 718.

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

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

French that included $20,000 cash and 166,390 immediately vested shares of our common stock in consideration for the substantial savings in outside professional fees Ms.

French has enabled by bringing significant activities in-house.

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.

Narrative to Summary Compensation Table

Base Salaries and Discretionary Bonuses

The base salaries of our named executive officers, and other key employees, were reduced by approximately 20%, on a voluntary basis, in September 2018 in connection with significant cost reduction measures.

Since that time, base salaries have been maintained at those reduced levels.

From time to time, our compensation committee will award discretionary cash and/or equity-based bonuses that take into consideration these continued base salary reductions as well as the individual's performance and contribution to the corporate goals.

In January 2025, our compensation committee approved the payment of discretionary 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 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 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.

French in the amounts of $350,000 and $100,000, respectively.

These bonuses were awarded in recognition of the officers' significant contribution to our strategic initiatives, including Mr.

Parker's leadership in overseeing our patent litigation efforts and supporting our financial stability and Ms.

French's role in maintaining compliance with regulatory requirements and reducing costs associated with outside professional services.

The bonuses also partially offset the voluntary 20% base salary reductions since 2018 as part of the officers' efforts to support the Company during a period of significant challenges.

The bonuses reflect the compensation committee's intent to appropriately compensate these executives for their leadership and sustained commitment to advancing the Company's goals.

Employment and Non-Compete Agreements

We do not have employment agreements in place for our executives.

We do 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.

Employee Benefits and Perquisites

Our named executive officers are eligible to participate in our health and other benefit plans to the same extent as our other full-time employees.

We did not make any employer contributions to our tax-qualified defined contribution 401(k) plan in 2023, and the plan, which was available to all of our full-time employees, was terminated in June 2023.

We generally do not provide our named executive officers with perquisites or other personal benefits that are not afforded to all full-time employees, with the exception of a $24,000 annual vehicle allowance provided for our chief executive officer.

Policies and Practices Related to the Grant of Equity Awards

From time to time, we grant equity awards, including stock options, to our employees, including our named executive officers.

Historically, we have typically granted new-hire option awards on a new hire's employment start date.

Also, non-employee directors have historically received annual equity awards during or about the first month of each calendar year, pursuant to our non-employee director compensation policy.

We do not otherwise maintain any written policies on the timing of our equity awards.

Our compensation committee considers whether there is any material nonpublic information ("MNPI") about our company when determining the timing of equity awards and does not seek to time the grant of equity awards in relation to our public disclosure of MNPI.

We have not timed the release of MNPI for the purpose of affecting the value of executive compensation.

During the year ended December 31, 2024, we did not grant any stock option or other equity awards to our named executive officers.

Independent Compensation Consultant

In December 2024, our compensation committee retained an independent consultant, Alliant Human Capital ("Alliant"), to conduct a competitive review and assessment of our executive compensation program and to make recommendations for both our executive compensation and non-employee director compensation programs on a going forward basis.

Our compensation committee is in the process of reviewing Alliant's findings.

Outstanding Equity Awards at Fiscal Year End

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Option Awards

Number of securities underlying unexercised options (#) exercisable

Number of securities underlying unexercised options (#) unexercisable

Option Exercise Price ($)

Option Expiration Date

unexercisable

Jeffrey Parker

Cynthia French

Options vested over four equal quarterly periods from August 31, 2017 to May 31, 2018.

Options vested over eight equal quarterly periods from September 1, 2019 to June 1, 2021.

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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 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.

Unvested director equity compensation awards are forfeited if the director's services are terminated for any reason.

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 and no more than $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 December 2024, the compensation committee engaged a compensation consultant to evaluate its executive and director compensation programs and make recommendations on a going-forward basis.

The compensation committee is in the process of reviewing the consultant's findings and, accordingly, has delayed issuance of the annual director equity award that would typically be issued in January 2025.

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.

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Sanford Litvack 2

Frank Newman 3

Paul Rosenbaum 3

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Litvack has an aggregate of 1,175,000 nonqualified stock options outstanding, of which 1.106,250 are exercisable.

At December 31, 2023, Mr.

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, 2024, Messrs.

Rosenbaum and Sterne each have 2,330,000 nonqualified stock options outstanding, of which 2,261,250 are exercisable.

At December 31, 2024, Mr.

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Equity compensation plans not approved by security holders 1

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.

Column (a) includes securities issued under the 2019 Plan and Non Plan Awards.

The type of awards that may be issued under the 2019 Plan is discussed more fully in Note 14 to our consolidated financial statements included in Item 8.

Security Ownership of Certain Beneficial Holders

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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.

Beneficial ownership excludes 750,000 shares underlying convertible notes and 1,000,000 shares underlying warrants held by the Staz Trust that are not convertible within 60 days due to exercise limitations.

Information provided by the Staz Trust on December 30, 2024.

Includes 10,660,000 shares of common stock issuable upon currently exercisable options, 393,324 shares held by Mr.

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Includes 1,175,000 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 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.

Excludes 206,250 shares of common stock issuable upon options that may become exercisable in the future.

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 2,330,000 shares of common stock issuable upon currently exercisable options.

Includes 712,500 shares of common stock issuable upon currently exercisable options, 38,760 shares of common stock issuable upon exercisable warrants, and 1,538,462 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).

Excludes 225,000 shares of common stock issuable upon options that may become exercisable in the future.

Includes 19,266,810 shares of common stock issuable upon currently exercisable options and warrants and 1,730,770 shares of common stock issuable upon conversion of convertible notes held by directors and officers and excludes 225,000 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.

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Related Party Transactions

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.

From time to time, we have sold convertible notes to accredited investors, including certain of our directors (see Note 8).

Lewis Titterton, prior to becoming a director in June 2023, purchased an aggregate of $425,000 in convertible notes from us, with conversion prices ranging from $0.10 to $0.40 per share and maturity dates ranging from September 2023 to May 2027.

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.

Titterton $100,000 upon maturity of a note issued in 2018.

On May 10, 2024, we amended two convertible notes issued in 2019 with an aggregate principal balance of $75,000 to extend the maturity dates to March 2026, reduce the stated interest rate from 8% to 5%, and replace the quarterly interest payments with a single payment of unpaid, accrued interest at the earlier of conversion or maturity of the notes.

We also amended a $50,000 note issued in 2020 and a $200,000 note issued in 2022 to Mr.

Titterton to likewise replace the quarterly interest payments with a single, lump sum payment upon conversion or maturity.

In September 2024, Mr.

Titterton converted an aggregate of $125,000 in notes issued in 2019 and 2020 into shares of our common stock.

At December 31, 2024, Mr.

Titterton has $200,000 in outstanding convertible notes with a conversion price of $0.13 that mature in May 2027.

In September 2023, we paid Paul Rosenbaum $100,000 upon maturity of a convertible promissory note with a conversion price of $0.40 per share that he purchased from us in 2018, and we sold Mr.

Rosenbaum a new $100,000 note, convertible into shares of our common stock at an above-market fixed conversion price of $0.25 and maturity date in March 2026.

In May 2022, we sold an additional $100,000 in promissory notes, convertible into shares of our common stock at a fixed conversion price of $0.13 to Mr.

On May 10, 2024, we amended the convertible notes held by Mr.

Paul Rosenbaum to defer the payment of interest until the earlier of maturity or conversion.

In October 2024, Mr.

Rosenbaum converted all of his outstanding notes into shares of our common stock.

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.

On May 10, 2024, we amended the note to defer the payment of interest until the earlier of maturity or conversion.

At December 31, 2024, Mr.

Litvack has $25,000 in outstanding convertible notes that mature in August 2027.

In addition, in January 2023, Mr.

Litvack purchased 62,500 shares of our common stock at $0.16 per share in a private placement transaction with other, nonaffiliated accredited investors.

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.

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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.

We paid approximately $39,000 and $52,000 in 2024 and 2023, respectively, for patent-related legal services to SKGF, of which Robert Sterne is a partner.

In addition, we paid approximately $150,000 and $163,000 in 2024 and 2023, respectively, for principal and interest on the SKGF Note (see Note 7).

The SKGF Note has an outstanding balance, including accrued interest, of approximately $0.3 at December 31, 2024.

Director Independence

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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.

For the years ended December 31, 2023 and 2022, the aggregate fees billed by our principal accountants for professional services rendered for the audit of our annual financial statements, the review of our financial statements included in our quarterly reports, and services provided in connection with regulatory filings were approximately $171,000 and $189,000, respectively.

The firm of Frazier & Deeter ("FD") acts as our principal accountants.

For the period prior to November 13, 2024, the firm of MSL, P.A.

acted as our principal accountants ("Prior Accountants").

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

For the year ended December 31, 2024, the aggregate fees billed by our principal accountants for professional services rendered for the audit of our annual financial statements was approximately $40,000.

For the years ended December 31, 2024 and 2023, the aggregate fees billed by our Prior Accountants for professional services rendered in connection with the audit of our annual financial statements, the review of our financial statements included in our quarterly reports, and services provided in connection with regulatory filings were approximately $110,000 a nd $171,000, respectively.

Audit Related Fees.

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

For the years ended December 31, 2023 and 2022, there were no fees billed for professional services rendered by our principal accountants for tax compliance, tax advice or tax planning.

For the years ended December 31, 2024 and 2023, there were no fees billed for professional services by our principal accountants or Prior Accountants for assurance and related services.

For the years ended December 31, 2024 and 2023, there were no fees billed for professional services rendered by our principal accountants or Prior Accountants for tax compliance, tax advice or tax planning.

All Other Fees.

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

For the years ended December 31, 2024 and 2023, there were no fees billed for other professional services by our principal accountants or Prior Accountants.

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

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Consolidated Balance Sheets as of December 31, 2024 and 2023

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

Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2024 and 2023

Consolidated Statements of Shareholders’ Deficit for the years ended December 31, 2024 and 2023

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Articles of Amendment to the Amended and Restated Articles of Incorporation (incorporated by reference from Exhibit 3.1 of Current Report on Form 8-K filed September 20, 2022)

Articles of Amendment to the Amended and Restated Articles of Incorporation (incorporated by reference from Exhibit 3.1 of Current Report on Form 8-K filed October 31, 2024)

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)

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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)

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)

Form of Convertible Promissory Note dated January 11, 2023 (incorporated by reference from Exhibit 10.3 of Current Report on Form 8-K filed January 13, 2023)

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

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

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

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

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

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

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

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

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

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

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

Form of 2022 Convertible Note between Registrant and Accredited Investors (incorporated by reference to Exhibit 10.1 of Quarterly Report on Form 10-Q filed May 11, 2022)

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

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

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

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

Form of Convertible Promissory Note dated January 13, 2023 (incorporated by reference from Exhibit 10.4 of Current Report on Form 8-K filed January 13, 2023)

Form of Registration Rights Agreement between Registrant and Accredited Investors (incorporated by reference from Exhibit 10.2 of Current Report on Form 8-K filed January 13, 2023)

List of Holders of Convertible Notes dated January 11 and January 13, 2023 (incorporated by reference from Exhibit 10.5 of Current Report on Form 8-K filed January 13, 2023)

Form of Securities Purchase Agreement between Registrant and Accredited Investors (incorporated by reference from Exhibit 10.6 of Current Report on Form 8-K filed January 13, 2023)

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)

List of Holders of Convertible Notes dated January 13, 2023 (incorporated by reference from Exhibit 10.5 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)

Amended Convertible Promissory Note between Registrant and Ingalls & Snyder dated September 19, 2018, as amended and restated on September 15, 2023

Amended Convertible Promissory Note between Registrant and Ingalls & Snyder dated March 13, 2019, as amended and restated on September 15, 2023

Amended Convertible Promissory Note between Registrant and Steven G.

Lampe dated March 13, 2019, as amended and restated on September 15, 2023

Amended and Restated Convertible Promissory Note dated July 18, 2019 between Registrant and GEM LP (incorporated by reference from Exhibit 10.1 of Current Report on Form 8-K filed July 12, 2024)

Amended and Restated Convertible Promissory Note dated January 8, 2020 between Registrant and GEM LP (incorporated by reference from Exhibit 10.2 of Current Report on Form 8-K filed July 12, 2024)

Amended and Restated Convertible Promissory Note dated January 13, 2023 between Registrant and GEM LP (incorporated by reference from Exhibit 10.3 of Current Report on Form 8-K filed July 12, 2024)

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 December 31, 2024)

Form of Registration Rights Agreement between Registrant and Accredited Investors (incorporated by reference from Exhibit 10.2 of Current Report on Form 8-K filed December 31, 2024)

Form of Warrant Agreement between Registrant and Accredited Investors (incorporated by reference from Exhibit 10.3 of Current Report on Form 8-K filed December 31, 2024)

List of Accredited Investors to December 24, 2024 and December 30, 2024 Subscription Agreements (incorporated by reference from Exhibit 10.4 of Current Report on Form 8-K filed December 31, 2024)

Corporate Policy on Insider Trading

Schedule of Subsidiaries

Consent of MSL, P.A.

Consent of Frazier & Deeter, LLC

Rule 13a-14 and 15d-14 Certification of Jeffrey L.

35 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 9A. Controls and Procedures