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Item 1. Business

2025-03-26 compared with 2024-03-28 · 209 added, 902 removed, 232 unchanged (83% of the section changed)

We are an intellectual property asset management company.

Our principal

operations include the acquisition, licensing and enforcement of intellectual property rights that are either owned or controlled by us

or one of our wholly-owned subsidiaries.

We currently own, control or manage twenty-two intellectual property portfolios of which we are

currently seeking or may seek monetization with respect to twelve, which principally consist of patent rights.

As part of our intellectual

property asset management activities and in the ordinary course of our business, it has been necessary for us or the intellectual property

owner who we represent to initiate, and it is likely to continue to be necessary to initiate, patent infringement lawsuits and engage

in patent infringement litigation.

We anticipate that our primary source of revenue will come from the grant of licenses to use our intellectual

property, including primarily licenses granted as part of the settlement of patent infringement lawsuits.

We are an intellectual property asset management

Our principal operations include the acquisition, licensing and enforcement of intellectual property rights that are either owned

or controlled by us or one of our wholly-owned subsidiaries.

We currently own, control or manage twenty-two intellectual property portfolios

of which we are currently seeking or may seek monetization with respect to six, which principally consist of patent rights.

our intellectual property asset management activities and in the ordinary course of our business, it has been necessary for us or the

intellectual property owner who we represent to initiate, and it is likely to continue to be necessary to initiate, patent infringement

lawsuits and engage in patent infringement litigation in order to generate revenue.

We anticipate that our primary source of revenue will

come from the grant of licenses to use our intellectual property, including primarily licenses granted as part of the settlement of patent

infringement lawsuits.

Intellectual property monetization includes the

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If we require financing to acquire intellectual property, we

will have to satisfy our financing sources, which may be QFL or QF3, that we have the ability to monetize the intellectual property.

will have to satisfy our financing sources, which may be QF3, that we have the ability to monetize the intellectual property.

our financial position may affect our ability to conduct adequate due diligence with respect to intellectual property rights or to acquire

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basis and cannot fund litigation ourselves, which, considering our financial position, is likely to be the case, we may enter into an

agreement with a third-party, which may be an independent third-party, such as QFL or QF3, to finance the cost of litigation.

of our limited cash and our working capital deficiency, we are not able to institute any monetization program that may require litigation

unless we engage counsel on a fully contingent basis, or we obtain funding from third-party funding sources.

In these cases, counsel may

be afforded a greater participation in the recovery and the third-party that funds the litigation would be entitled to participate in

any recovery.

Reverse Split, Change in Authorized Common

On July 27, 2022, we amended our amended and restated

certificate of incorporation to (i) decrease the number of authorized shares of common stock from 10,000,000,000 shares to 30,000,000

shares and (ii) effect a one-for-100 reverse split whereby each share of common stock became and was converted into 0.01 share of such

common stock, with fractional shares being rounded up to the next higher whole number of shares.

All share and per share information in

this Form 10-K has been retroactively restated to reflect the reverse split and change in authorized common stock.

agreement with a third-party, which may be an independent third-party, such as QF3, to finance the cost of litigation.

In view of our

limited cash and our working capital deficiency, we are not able to institute any monetization program that may require litigation unless

we engage counsel on a fully contingent basis, or we obtain funding from third-party funding sources.

In these cases, counsel may be afforded

a greater participation in the recovery and the third-party that funds the litigation would be entitled to participate in any recovery.

Agreements with QF3

On March 12, 2023, we and our newly formed wholly-owned

subsidiary, Harbor Island Dynamic LLC (“Harbor”), entered into a series of agreements, all dated March 12, 2023, with QF3,

a non-affiliated party, including a prepaid forward purchase agreement (the “Purchase Agreement”), a security agreement (the

“Security Agreement”), a patent security agreement (the “Patent Security Agreement” together with the Security

Agreement, the Patent Security Agreement, and the Purchase Agreement, the “Investment Documents”).

The descriptions below

and elsewhere in this Form 10-K relating to our agreements with QF3 are summaries only and are qualified in their entirety by reference

to those agreements which are filed as exhibits to this Form 10-K.

(i) Pursuant to the Purchase Agreement, QF3 agreed to make available

to us a financing facility of:

On March 12, 2023, we and our wholly-owned subsidiary,

Harbor Island Dynamic LLC (“Harbor”), entered into a series of agreements, all dated March 12, 2023, with QF3, a non-affiliated

party, including a prepaid forward purchase agreement (the “Purchase Agreement”), a security agreement (the “Security

Agreement”), a patent security agreement (the “Patent Security Agreement” together with the Security Agreement, the

Patent Security Agreement, and the Purchase Agreement, the “Investment Documents”).

The descriptions below and elsewhere in

this Form 10-K relating to our agreements with QF3 are summaries only and are qualified in their entirety by reference to those agreements

which are filed as exhibits to this Form 10-K.

(i) Pursuant to the Purchase Agreement,

QF3 agreed to make available to us a financing facility of:

(a) up to $4,334,000 for operating expenses;

(b) $3,300,000 to fund the cash payment portion of the purchase

of a patent portfolio from Tower Semiconductor Ltd.

and (c) up to an additional $25,000,000 for the acquisition

of mutually agreed patent rights that we intend to monetize.

In return we transferred to QF3 a right to receive a portion of net proceeds

generated from the monetization of those patents.

The terms of the Purchase Agreement are described under “QF3 Purchase Agreement.”

(ii) On March 17, 2023, we used $3,300,000 of proceeds from the

QF3 financing as the cash payment portion of the purchase of a seven-patent portfolio (the “HID Portfolio”) from Tower.

(iii) Pursuant to the Security Agreement, our obligations under

the Purchase Agreement with QF3 are secured by:

(a) the value of anything received from the monetization of the intellectual property

rights covered by the Security Agreement;

(b) $3,300,000 to fund the cash

payment portion of the purchase of a patent portfolio from Tower Semiconductor Ltd.

and (c) up to an additional

$25,000,000 for the acquisition of mutually agreed patent rights that we intend to monetize.

In return we transferred to QF3 a right

to receive a portion of net proceeds generated from the monetization of those patents.

The terms of the Purchase Agreement are described

under “QF3 Purchase Agreement.”

(ii) On March 17, 2023, we used

$3,300,000 of proceeds from the QF3 financing as the cash payment portion of the purchase of a seven-patent portfolio (the “HID

Portfolio”) from Tower.

(iii) Pursuant to the Security Agreement,

our obligations under the Purchase Agreement with QF3 are secured by:

(a) the value of anything received from the monetization of the

intellectual property rights covered by the Security Agreement;

(b) the patents (as defined in the Security Agreement);

hereafter arising from or related to the foregoing (a) and (b);

and (d) proceeds (including, without limitation, cash proceeds and insurance

proceeds) and products of the foregoing (a)-(c).

(iv) Pursuant to the Patent Security Agreement, we and Harbor

granted QF3 a first priority continuing security interest in and lien upon Collateral covered by the Security Agreement.

The Patent Security

Agreement is the instrument that is filed with the United States Patent and Trademark Office and other government agencies to perfect

QF3’s security interest in the Collateral.

intangibles now or hereafter arising from or related to the foregoing (a) and (b);

and (d) proceeds (including, without limitation, cash

proceeds and insurance proceeds) and products of the foregoing (a)-(c).

(iv) Pursuant to the Patent Security

Agreement, we and Harbor granted QF3 a first priority continuing security interest in and lien upon Collateral covered by the Security

The Patent Security Agreement is the instrument that is filed with the United States Patent and Trademark Office and other

government agencies to perfect QF3’s security interest in the Collateral.

QF3 Purchase Agreement

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(b) $3,300,000 to fund the cash payment

portion of the purchase of a patent portfolio from Tower and (c) up to an additional $25,000,000 for the acquisition of mutually agreed

portion of the purchase of the HID Portfolio from Tower and (c) up to an additional $25,000,000 for the acquisition of mutually agreed

patent rights that we would intend to monetize.

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from the monetization of those patents.

After QF3 has a negotiated rate of return, we and QF3 shall share net proceeds equally until QF3

shall have achieved its Investment Return (as defined therein).

Thereafter, we shall retain 100% of all net proceeds.

Except in an Event

of Default, as defined therein, all payments by us to QF3 pursuant to the Purchase Agreement are non-recourse and shall be paid only if

and after net proceeds from monetization of the patent rights owned or acquire by us are received or are to be received.

After QF3 has received a negotiated rate of return (as defined in the Purchase Agreement), we

and QF3 shall share net proceeds equally until QF3 shall have achieved its Investment Return (as defined therein).

Thereafter, we shall

retain 100% of all net proceeds.

Except in an Event of Default, as defined therein, all payments by us to QF3 pursuant to the Purchase

Agreement are non-recourse and shall be paid only if and after net proceeds from monetization of the patent rights owned or acquire by

us are received or are to be received.

Events of Default include any breach of the Investment

Documents, including non-payment, material misrepresentation, security interest compromise, criminal indictment or felony conviction of

one or our officers or directors, our current chief executive no longer serving as our chief executive or as a director, the occurrence

one of our officers or directors, our current chief executive no longer serving as our chief executive or as a director, the occurrence

of any Event of Default under the Restructure Agreement with Intelligent Partners, as defined therein, and our insolvency.

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Agreements with QFL and Intelligent Partners

Set forth below is a discussion of agreements

which we entered into in February 2021 with QFL to provide us with a financing facility, funds to make a payment due to Intelligent Partners

and for working capital and an agreement with Intelligent Partners to restructure our loan agreement and related agreements.

The agreement

with Intelligent Partners restated our agreements with United Wireless Holdings, Inc.

(“United Wireless”) which had been assigned

to Intelligent Partners, an affiliate of United Wireless.

The descriptions below and elsewhere in this Form 10-K relating to our agreements

with QFL and Intelligent Partners are summaries only and are qualified in their entirety by reference to those agreements which were filed

as exhibits to this Form 10-K.

Agreements with QFL

On February 22, 2021, we entered into a series

of agreements which we entered into in February 2021 with QFL, including a prepaid forward purchase agreement (the “Purchase Agreement”),

a security agreement (the “Security Agreement”), a subsidiary security agreement (the “Subsidiary Security Agreement”),

a subsidiary guaranty (the “Subsidiary Guarantee”), a warrant issue agreement (the “Warrant Issue Agreement”),

a registration rights agreement (the “Registration Rights Agreement”) and a board observation rights agreement (the “Board

Observation Rights Agreement” together with the Security Agreement, the Subsidiary Guaranty, the Subsidiary Security Agreement,

Warrant Issuance Agreement, Registration Rights Agreement and the Purchase Agreement, the “Investment Documents”) pursuant

to which, at the closing held contemporaneously with the execution of the agreements:

(i) Pursuant to the Purchase Agreement, QFL agreed to make available

to us a financing facility of:

(a) up to $25,000,000 for the acquisition of mutually agreed patent rights that we intend to monetize;

(b) up to $2,000,000 for operating expenses;

and (iii) $1,750,000 to fund the cash payment portion of the restructure of our obligations

to Intelligent Partners.

In return we transferred to QFL a right to receive a portion of net proceeds generated from the monetization

of those patents.

During 2021 we requested and received $1,000,000 for working capital.

The terms of the Purchase Agreement are described

under “Purchase Agreement.”

(ii) We used $1,750,000 of proceeds from the QFL financing as

the cash payment portion of the restructure of our obligations to Intelligent Partners as transferee of United Wireless pursuant to a

restructure agreement (the “Restructure Agreement”) between us and Intelligent Partners executed contemporaneously with the

closing of the Investment Documents with QFL.

The payment was made directly from QFL to Intelligent Partners.

The terms of the Restructure

Agreement are described under “Restructure Agreement.”

(iii) Pursuant to the Security Agreement, our obligations under

the Purchase Agreement with QFL are secured by:

(a) the proceeds (as defined in the Purchase Agreement);

(b) the patents (as defined

in the Purchase Agreement;

proceeds (including, without limitation, cash proceeds and insurance proceeds) and products of the foregoing (a)-(c).

(iv) Pursuant to the Subsidiary Guaranty, the Subsidiary Guarantors–guaranteed

our obligations to QFL under the Purchase Agreement.

(v) Pursuant to the Subsidiary Security Agreement, the Subsidiary

Guarantors grant QFL a security interest in the proceeds from the future monetization of their respective patent portfolios.

(vi) Pursuant to the Warrant Issue Agreement, we granted QFL ten-year

warrants to purchase a total of up to 962,463 shares of our common stock, with an exercise price of $0.54 per share which may be exercised

through February 18, 2031 on a cash or cashless basis.

Exercisability of the Warrant is limited if, upon exercise, the holder would beneficially

own more than 4.99% (the “Maximum Percentage”) of our common stock, except that by written notice to us, the holder may change

the Maximum Percentage to any other percentage not in excess of 9.99% provided any such change will not be effective until the 61 st

day following notice to us.

The Warrant also contains certain minimum ownership percentage antidilution rights pursuant to which

the aggregate number of shares of common stock purchasable upon the initial exercise of the Warrant shall not be less than 10% of the

aggregate number of outstanding shares of capital stock of the Company (determined on a fully diluted basis).

A portion of any gain from

sale of the shares, net of taxes and costs of exercise, realized prior to the completion of all monetization activities shall be credited

against the total return due to QFL pursuant to the Purchase Agreement.

(vii) We agreed to take all commercially reasonable steps necessary

to regain compliance with the OTCQB eligibility standards as soon as practicable, but in no event later than 12 months from the closing

We regained such compliance on May 7, 2021, at which time the common stock recommenced trading on the OTCQB.

(viii) We granted QFL certain registration rights with respect to

the 962,463 shares of common stock issuable upon exercise of the warrant.

(ix) Commencing six months from the closing date, if the shares

owned by QFL cannot be sold pursuant to a registration statement and cannot be sold pursuant to Rule 144 without the Company being in

compliance with the current public information requirements of Rule 144, if the Company is not in compliance with the current public

information requirements, the Company is required to pay damages to QFL.

(x) Pursuant to the Board Observation Rights Agreement, until

the later of the date on which QFL or its affiliates (i) have received the entirety of their Investment Return (as defined in Purchase

Agreement), and (ii) no longer hold any Securities (the “Observation Period”), we granted QFL the right, exercisable at any

time during the Observation Period, to appoint a representative to attend meetings (including, without limitation, telephonic or other

electronic meetings) of the Board or any committee thereof, including executive sessions, in an observer capacity.

Purchase Agreement

Pursuant to the Purchase Agreement, QFL agreed

to make available to us a financing facility of:

(i) up to $25,000,000 for the acquisition of mutually agreed patent rights that we intend

(ii) up to $2,000,000 for operating expenses from which we may, at our discretion, draw up to $200,000 per calendar quarter;

and (iii) $1,750,000 to fund the cash payment portion of the restructure of our obligations to Intelligent Partners.

In return we transferred

to QFL the right to receive a portion of net proceeds generated from the monetization of those patents.

After QFL has a negotiated rate

of return, we and QFL shall share net proceeds equally until QFL shall have achieved its Investment Return (as defined therein).

we shall retain 100% of all net proceeds.

Except in an Event of Default, as defined therein, all payments by the Company to QFL pursuant

to the Purchase Agreement are non-recourse and shall be paid only if and after net proceeds from monetization of the patent rights owned

or acquire by the Company are received, or to be received.

Events of Default include any breach of the Investment

Documents, including non-payment, material misrepresentation, security interest compromise, criminal indictment or felony conviction of

one or our officers or directors, our current chief executive no longer serving as our chief executive or as a director, the occurrence

of any Event of Default under the Restructure Agreement with Intelligent Partners, as defined therein, and our insolvency.

to all rights and remedies available under law and the Investment Documents, upon and Event of Default, QFL may:

(i) declare the Investment

Return immediately due and payable, (ii) except in the event of our insolvency, declare an amount equal to the aggregate amount of the

capital provided pursuant to the Purchase Agreement, plus a late charge, immediately due and payable, or (iii) cease making capital available

Under the agreement, QFL may terminate capital

advances other than in an Event of Default by giving written notice to us in which case QFL’s interest in Net Proceeds shall be

an amount equal to the greater of (i) the capital advanced to the Company plus interest at the prime rate, on the one hand, and (ii) Net

Proceeds received by the QFL prior to the date of such termination.

Grant of Security Interests

Pursuant to the Security Agreement and Subsidiary

Security Agreement, payment of the obligations of the Company under the Purchase Agreement with QFL are secured by (i) the Proceeds (as

defined in the Purchase Agreement);

(ii) the Patents;

(iii) all General Intangibles now or hereafter arising from or related to the foregoing;

(iv) Proceeds (including, without limitation, Cash Proceeds and insurance proceeds) and products of the foregoing and (v) the proceeds

realized by the relative patent portfolios of the Subsidiary Guarantors.

The security interest in proceeds from the CXT and M-RED patents

granted to QFL is junior to the security interest held by the affiliates of Intellectual Ventures Management, LLC (collectively “Intellectual

Ventures”) granted to secure the obligations of CXT and MRED pursuant to their patent purchase agreements relating to the purchase

of intellectual property from Intellectual Ventures.

Registration Rights Agreement

Pursuant to the Registration Rights Agreement,

we filed a registration statement with the SEC covering 500,000 of the 962,463 shares of common stock issuable upon exercise of the Warrant.

We are also required to file additional Registration Statements (as defined in the Registration Rights Agreement) on the date 60 days

after the date that we receive written notice from any Investor (as defined in the Registration Rights Agreement) that 60% of the Registrable

Securities held by all Investors registered under the immediately preceding registration statement have been sold.

The Registration Rights

Agreement provides for us to pay damages in the event that we do not meet the required deadlines.

Intercreditor Agreement

In connection with the agreements with QFL and

the agreements with Intelligent Partners described below, we and our Subsidiaries entered into an intercreditor agreement with QFL and

Intelligent Partners which sets forth the priority of QFL in the collateral under the Investment Documents.

Agreements with Intelligent Partners

Securities Purchase Agreement and Related Agreements

with United Wireless

We, together with certain of our subsidiaries,

and United Wireless, entered into a Securities Purchase Agreement dated October 22, 2015 (the “SPA”) and related Transaction

Documents, as defined therein, pursuant to which the Company sold 500,000 shares (the “Shares”) of our common stock, par value

$0.00003 per share (the “Common Stock”) at $5.00 per share, or an aggregate of $250,000;

we issued our 10% secured convertible

promissory notes due September 30, 2020 to United, and granted United an option (the “2015 Purchase Option”) to purchase up

to an additional 500,000 shares of Common Stock in three tranches at the prices as set forth therein.

The 2015 Purchase Option expired

unexercised on September 30, 2020.

The Shares are currently owned by Andrew C.

Fitton (“Fitton”) and Michael Carper (“Carper”)

and United Wireless subsequently transferred its note and assigned all of its remaining rights under the agreements to Intelligent Partners,

which is an affiliate of United Wireless and is owned by Fitton and Carper.

Our agreements with United Wireless, also included various

monetization proceeds agreements, which we refer to as MPAs, pursuant to which we granted to Intelligent Partners, as the assignee of

United Wireless, rights to the monetization proceeds from revenue generated from certain of our intellectual property, a security agreement

and a registration rights agreement.

At September 30, 2020, promissory notes in the

aggregate principal amount of $4,672,810 were outstanding.

The notes became due by their terms on September 30, 2020, and we did not make

any payment on account of principal of and interest on the notes.

As a result, Intelligent Partners had the right to declare a default

under the Notes, and, if Intelligent Partners had taken such action, it would have been necessary for us to seek protection under the

Bankruptcy Act.

Subsequent to September 30, 2020, we engaged in negotiations with Intelligent Partners in parallel with our negotiations

with QFL, with a view to restructuring our obligations under the United Wireless agreements, including the Notes, so that we no longer

had any obligations under the Notes or the SPA.

These negotiations resulted in the Restructure Agreement, described below, which provided

for the payment to Intelligent Partners of $1,750,000 from the proceeds from our agreements with QFL.

We also made interest payments totaling

$117,780 between September 30, 2020 and February 22, 2021, the date we signed the Restructure Agreement with Intelligent Partners.

of QFL’s requirements to provide us with a funding facility was the restructure of our obligations to Intelligent Partners so that

we no longer had any debt obligations to Intelligent Partners.

Neither QFL nor any other financing source, would provide us with funding

while Intelligent Partners had a right to call a default under our notes to Intelligent Partners.

As part of the restructure of our agreements

with Intelligent Partners, we amended the existing MPAs and granted Intelligent Partners certain rights in the monetization proceeds from

any new intellectual property we acquire, as describe below.

Under these MPAs, Intelligent Partners participates in the monetization proceeds

we receive with respect to new patents after QFL has received its negotiated rate of return.

On or prior to the date of the Restructure Agreement,

Intelligent Partners transferred to Fitton and Carper $250,000 of the Notes (the “Transferred Note”), thereby reducing the

principal amount of the Notes held by Intelligent Partners to $4,422,810.

On February 22, 2021, we and Intelligent Partners

agreed to extinguish the Note and Transferred Note, and terminate or amend and restate the SPA and Transaction Documents, pursuant to

a series of agreements including:

a Restructure Agreement (the “Restructure Agreement”), a Stock Purchase Agreement (the “Stock

Purchase Agreement”), an Option Grant (the “Option Grant”), an Amended and Restated Pledge Agreement (the “Pledge

Agreement”), an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”), a Board Observation

Agreement (the “Board Observation Agreement”), a MPA-NA Security Interest Agreement (the “MPA-NA Security Interest Agreement”),

an Amended and Restated Patent Proceeds Security Agreement (the “Patent Proceeds Security Agreement”, an Amended and Restated

MPA-CP (the “MPA-CP”), an Amended and Restated MPA-CXT (the “MPA-CXT”), a MPA-MR (the “MPA-MR”), a

MPA-AMI (the “MPA-AMI,” and together with the MPA-CP, MPA-CXT and MPA-MR, each a Restructure MPA and together the Restructure

MPAs) and a MPA-NA (the “MPA-NA”).

(i) Pursuant to the Restructure Agreement, we paid Intelligent

Partners $1,750,000 at closing, which we received from QFL and which QFL paid directly to Intelligent Partners, and recognized a further

non-interest bearing total monetization proceeds obligation (the “TMPO”) of $2,805,000, which shall, from and after the Restructure

Date, be reduced on a dollar for dollar basis by (a) payments to Intelligent Partners pursuant to the restructure agreement, the Restructure

MPAs and the MPA-NA and (b) any election by the Intelligent Partners to pay the Exercise Price of the Restructure Option, in whole or

part, by means of a reduction in the then outstanding TMPO.

Further details regarding the TMPO are provided under “TMPO”;

(ii) Pursuant to the Stock Purchase Agreement, we issued to Fitton

and Carper, as holders of the Transferred Note, a total of 462,963 shares of common stock at a purchase price of $0.54 per share, which

purchase price was paid by the conversion and in full satisfaction of the Transferred Note (the “Conversion Shares”).

(iii) Pursuant to the Option Grant, we granted Intelligent Partners

an option to purchase a total of 500,000 shares of common stock, with an exercise price of $0.54 per share which vests immediately and

may be exercised through February 9, 2026.

(iv) Pursuant to the restructured monetization proceeds agreement,

Intelligent Partners has a right to receive 60% of the net monetization proceeds from the patents currently owned by the Subsidiary Guarantors.

The agreement has no termination provisions, so Intelligent Partners will be entitled to its percentage interest as long as revenue is

generated from the intellectual property covered by the agreement.

(v) Pursuant to the Subsidiary Security Agreement, our obligations

under our agreements with Intelligent Partners, including its obligations under the Restructure Agreement and the Restructure MPAs are

secured by a security interest in the net proceeds realized from the future monetization of the patents currently owned by the eight

subsidiaries named above.

(vi) Pursuant to the MPA-NA-Security Interest Agreement, our obligations

under the MPA-NA are secured by a security interest in net proceeds realized from the future monetization of new patents acquired until

the TMPO is satisfied, provided Intelligent Partners’ secured interest shall be limited to its entitlement in Net Proceeds under

After satisfaction of the TMPO the security interest in proceeds from new assets shall terminate.

(vii) We granted Intelligent Partners, Andrew Fitton and Michael

Carper certain registration rights with respect to (i) the 500,000 Shares currently owned by Fitton and Carper, which shares are included

in the registration statement that we filed;

(ii) the 462,963 Conversion Shares being issued to Fitton and Carper, and (iii) the 500,000

shares of common stock issuable upon exercise of the Restructure Option;

(viii) Commencing six months from the closing date, if the shares

owned by Intelligent Partners cannot be sold pursuant to a registration statement and cannot be sold pursuant to Rule 144 without the

Company being in compliance with the current public information requirements of Rule 144, if the Company is not in compliance with the

current public information requirements, the Company is required to pay damages to Intelligent Partners.

(ix) Pursuant to the Board Observation Rights Agreement, until

the TMPO has been satisfied (the “Observation Period”), we granted Intelligent Partners the option and right, exercisable

at any time during the Observation Period, to appoint a representative to attend meetings of the Board or any committee thereof, including

executive sessions, in an observer capacity.

Events of Default include (i) a Change of Control

of the Company (ii) any uncured default on payment due to Intelligent Partners in an amount totaling in excess of $275,000, which is not

the subject of a Dispute or other formal dispute resolution proceeding initiated in good faith pursuant to this Agreement or other Restructure

Documents (iii) the filing of a voluntary petition for relief under the United States Bankruptcy Code by Company or any of its material

subsidiaries, (iv) the filing of an involuntary petition for relief under the United States Bankruptcy Code against the Company, which

is not stayed or dismissed within sixty (60) days of such filing, except for an involuntary petition for relief filed solely by Intelligent

Partners, or any Affiliate or member of Intelligent Partners, or (v) acceleration of an obligation in excess of $1 million dollars to

another provider of financing following a final determination by arbitration or other judicial proceeding that such obligation is due

Registration Rights Agreement

Pursuant to a registration rights agreement, we

granted Intelligent Partners, Andrew Fitton and Michael Carper certain registration rights with respect to (i) the 500,000 Shares currently

owned by Fitton and Carper;

(ii) the 462,963 Conversion Shares issued to Fitton and Carper, and (iii) the 500,000 shares of common stock

issuable upon exercise of the Restructure Option.

We filed the registration statement with the SEC covering the 500,000 Shares owned by

Fitton and Carper, and the registration statement was declared effective by the SEC.

Recent Purchase of Intellectual Property from

Intellectual Ventures Entities

On January 27, 2022, we acquired, by assignment

from Intellectual Ventures Assets 181 LLC and Intellectual Ventures Assets 174 LLC, all right title and interest to four patent portfolios

consisting of fifteen United States patents and three foreign patents for a purchase price of $1,060,000.

We requested and received a

capital advance in the amount of the $1,060,000 purchase price from the facility with QFL.

The patents were assigned to our wholly owned

subsidiaries Tyche Licensing LLC (“Tyche”) and Deepwell IP LLC (“DIP”).

A default under the agreements with the Intellectual

Ventures affiliates could result in a default under our agreements with QFL and QF3, and, even if QFL or QF3 does not declare a default,

QFL or QF3 may be reluctant to finance our intellectual property acquisition if we are in default under any of our patent acquisition

agreements with Intellectual Venture affiliates.

Further, it may be necessary for any defaulting subsidiary to seek protection under the

Bankruptcy Act if we are not able to enter into modification agreements with the Intellectual Ventures affiliates.

On February 22, 2021, we entered into a funding

agreement with QFL which was amended and restated on May 2, 2024 and a restructure agreement with Intelligent Partners.

The descriptions

below and elsewhere in this Form 10-K relating to our agreements with QFL and Intelligent Partners are summaries only and are qualified

in their entirety by reference to those agreements which were filed as exhibits to this Form 10-K.

Pursuant to the Purchase Agreement with QFL, QFL

made available to us a total of $6,402,000, consisting of (a) $2,653,000 for the acquisition of mutually agreed patent rights that we

intended to monetize;

(b) $2,000,000 for operating expenses;

and (iii) $1,750,000 to fund the cash payment portion of the restructure

of our obligations to Intelligent Partners.

In return we transferred to QFL a right to receive a portion of net proceeds generated from

the monetization of those patents.

During the year ended December 31, 2024 we repaid the full outstanding principal balance of $1,525,502.

No further advances are to be made pursuant to the Purchase Agreement.

We also granted QFL a ten-year warrant to purchase a total of up

to 962,463 shares of our common stock, with an exercise price of $0.54 per share which may be exercised through February 18, 2031 on a

cash or cashless basis, subject to certain limitations on exercisability.

The warrant also contains certain minimum ownership percentage

antidilution rights pursuant to which the aggregate number of shares of common stock purchasable upon the initial exercise of the Warrant

shall not be less than 10% of the aggregate number of outstanding shares of our capital stock (determined on a fully diluted basis).

portion of any gain from sale of the shares, net of taxes and costs of exercise, realized prior to the completion of all monetization

activities shall be credited against the total return due to QFL pursuant to the Purchase Agreement.

We also agreed to take all commercially

reasonable steps necessary to regain compliance with the OTCQB eligibility standards as soon as practicable, but in no event later than

12 months from the closing date, and regained compliance on May 7, 2021.

We also granted QFL registration rights with respect to the common

stock issuable upon exercise of the warrants.

We also granted QFL certain board observation rights.

Pursuant to the Purchase Agreement,

all of the net proceeds from the monetization of the intellectual property acquired with funds from QFL are paid directly to QFL.

QFL has received a negotiated rate of return, we and QFL share net proceeds equally until QFL achieves its investment return, as defined

in the agreement.

Thereafter, we retain 100% of all net proceeds.

Except in an Event of Default, as defined therein, all payments by us

to QFL pursuant to the Purchase Agreement are non-recourse and shall be paid only if and after net proceeds from monetization of the patent

rights owned or acquire by us are received, or to be received.

Contemporaneously with the execution of the agreements

with QFL, we entered into a restructure agreement with Intelligent Partners to eliminate any obligations we had with respect to the outstanding

notes and the securities purchase agreement.

As part of the restructure of our agreements with Intelligent Partners, we amended the existing

monetization proceeds agreements (“MPAs”) and granted Intelligent Partners certain rights in the monetization proceeds from

any new intellectual property we acquire.

Under these MPAs, Intelligent Partners receives a 60% interest in the proceeds from our intellectual

property owned by the eight Subsidiary Guarantors.

Intelligent Partners also participates in the monetization proceeds from new intellectual

property that we acquire until the total payments under all the monetization participation agreements equal $2,805,000, as follows:

net proceeds between $0 and $1,000,000, Intelligent Partners receives 10% of the net proceeds realized from new patents, except that if,

in any calendar quarter, net proceeds realized by us exceed $1,000,000, Intelligent Partners’ entitlement for that quarter only

shall increase to 30% on the portion of net proceeds in excess of $1,000,000 but less than $3,000,000.

If in the same calendar quarter,

net proceeds exceed $3,000,000, Intelligent Partners’ entitlement for that quarter only shall increase to 50% on the portion of

net proceeds in excess of $3,000,000.

The payments with respect to the new patents terminate once total payments to Intelligent Partners

under all monetization participation agreements reach $2,805,000.

The payments to Intellectual Partners with respect new patents are payable

from the proceeds which are allocated to us under the QFL and QF3 agreements, which start after QFL and QF3 have received a negotiated

rate of return.

Our Organization

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Our Intellectual Property Portfolios

The real-time mobile data portfolio relates to

the automatic update of information delivered to a mobile device without the need for a manual refreshing.

The portfolio is comprised

7,194,468 “Apparatus and Method for Supplying Information” and all related patents, patent applications,

and all continuations, continuations-in-part, divisions, extensions, renewals, reissues and re-examinations relating to all inventions

thereof (the “Mobile Data Portfolio”).

Through December 31, 2023, we had not generated

any revenue from the Mobile Data Portfolio and we do not anticipate allocating further resources to monetization of the Mobile Data Portfolio.

Flexible Packaging – Turtle PakTM

The Turtle Pak portfolio relates to a cost effective,

high-protection packaging system recommended for fragile items weighing less than ten pounds.

The intellectual property consists of two

patents, U.S.

RE36,412 and U.S.

6,490,844, and the Turtle Pak trademark.

Turtle Pak™ brand packaging

is suited for such uses as electrical and electronic components, medical, dental, and diagnostic equipment, instrumentation products,

and control components.

Turtle Pak™ brand packaging materials are 100% curbside recyclable.

As the exclusive licensee and manager of the manufacture

and sale of licensed product, we coordinate the manufacture and sale of licensed products to end users;

we contract for the manufacture

and assembly of the product components, and we coordinate order receipt, fulfillment and invoicing.

We did not generate revenues from

the TurtlePak™ product for the years ended December 31, 2023 and 2022.

Universal Financial Data System

The portfolio describes a universal financial

data system which allows its holder to use the device to access one or more accounts stored in the memory of the device as a cash payment

substitute as well as to keep track of financial and transaction records and data, such as transaction receipts, in a highly portable

package, such as a cellular device (the “Financial Data Portfolio”).

The inventive universal data system is capable of supporting

multiple accounts of various types, including but not limited to credit card accounts, checking/debit accounts, and loyalty accounts.

Our wholly-owned subsidiary, Wynn Technologies Inc., acquired US Patent No.

5,859,419, from the owner, Sol Wynn.

In January 2001, we filed

a reissue application for the patent, and the United States Patent and Trademark Office issued patent RE38,137.

This reissued patent,

which contains 35 separate claims, replaces the original patent, which had seven claims.

In February 2011, we entered into a new agreement

with Sol Li (formerly Sol Wynn), pursuant to which we issued to Mr.

Li a 35% interest in Wynn Technologies and warrants to purchase up

to 50,000 shares of our common stock at an exercise price of $0.1 per share.

These warrants expired unexercised.

We also agreed that Mr.

Li would receive 40% of the net licensing revenues generated by Wynn Technologies with respect to this patent, which is the only patent

owned by Wynn Technologies.

On December 17, 2018, Wynn Technologies, Inc.

granted an exclusive license to the Financial Data Portfolio,

including the right to enforce, to our wholly owned subsidiary, Quest NetTech.

Under the agreement, Quest NetTech receives 100% of the

net proceeds, as defined by the agreement.

We did not generate revenue from the Financial

Data Portfolio in 2023 and 2022, and we do not anticipate allocating further resources to monetization of the Financial Data Portfolio.

The rich media portfolio is directed to methods,

systems, and processes that permit typical Internet users to design rich-media production content (i.e., rich-media applications), such

The portfolio consists of U.S.

7,000,180, “Methods, Systems, and Processes for the Design and Creation of

Rich Media Applications via the Internet” and all related patents, patent applications, corresponding foreign patents and foreign

patent applications and foreign counterparts, and all continuations, continuations-in-part, divisions, extensions, renewals, reissues

and re-examinations relating to all inventions thereof (the “Rich Media Portfolio”).

In July 2008, we entered into a consulting

and licensing program management agreement with Balthaser Online, Inc., the patent owner, pursuant to which we performed services related

to the establishment and management of a licensing program to evaluate and analyze the relevant market and to obtain licenses for the

Rich Media Portfolio in exchange for management fees as well as an irrevocable entitlement to a distribution of 15% of all proceeds generated

by the Rich Media Portfolio for the remaining life of the portfolio regardless of whether those proceeds are derived from litigation,

settlement, licensing or otherwise.

Our 15% distribution right is subject to reduction to 7.5% in the event that we refuse or are unable

to perform the services detailed in the agreement.

Through December 31, 2023, we had not generated

any revenue from the rich media patents.

Anchor Structure Portfolio

This portfolio, which we acquired from IV16 in

October 2015 and transferred to our subsidiary, Mariner IC Inc., consists of two United States patents which relate to technology for

incorporating metal structures in the corners and edges of semiconductor dies to prevent cracking from stresses.

In March 2016, we entered into a funding agreement

whereby a third-party agreed to provide funds to us to enable us to implement a structured licensing program, including litigation, if

necessary, for the Anchor Structure Portfolio and engaged counsel on a partial contingency basis in connection with a proposed patent

infringement action relating to the Anchor Structure Portfolio.

Under the funding agreement, the third-party received an interest in the

proceeds from the settlements relating to this portfolio in 2019.

The funding agreement was terminated in 2021.

We did not generate license fees from the Anchor

Structure Portfolio in 2023 or 2022, and we do not anticipate allocating further resources to monetization of the Anchor Structure Portfolio.

Power Management/Bus Control Portfolio

This portfolio, which is the second portfolio

which we acquired from IV16 and transferred to a newly-formed subsidiary, Semcon IP Inc., consists of four United States patents that

cover fundamental technology for adjusting the processor clock and voltage to save power based on the operating characteristics of the

processor and one United States patent that relates to coordinating direct bus communications between subsystems in an assigned channel.

We did not generate revenue from the Power Management/Bus

Control Portfolio in 2023 or 2022, and we do not anticipate allocating further resources to its monetization.

Diode on Chip Portfolio

This portfolio consists of three United States

patents and one pending continuation application which cover technology relating to on-chip temperature measurement for semiconductors.

As of December 31, 2023, we had not generated any revenue from the Diode on Chip portfolio.

CXT Portfolio

This portfolio consists of thirty United States

patents which cover technology relating to systems and methods of operating an accessible information database which provides for inventory

evaluation, filtering according to preferences, alternative product recommendations, and access to a database of consumer feedback/evaluation.

We did not generate revenue from the CXT Portfolio

in 2023 or 2022, and we do not anticipate allocating further resources to monetization of the CXT Portfolio.

CMOS Portfolio

This portfolio consists of eleven United States

patents and sixteen foreign patents which cover technology relating to digital image sensor technology systems and methods which PIS acquired

on January 26, 2018.

We did not generate revenue from the CMOS Portfolio in 2023 or 2022,

and we do not anticipate allocating further resources to its monetization.

M-RED Portfolio

This portfolio consists of sixty United States

patents and eight foreign patents which cover technology relating to processor and power management which M-RED acquired on March 15,

On April 29, 2019, M-RED brought patent infringement

suits in the U.S.

District for the Eastern District of Texas against MediaTek Inc.

and Acer Inc.

On July 16, 2019, M-Red Inc.

a patent infringement suit in the U.S.

District for the Eastern District of Texas against Panasonic Corporation.

As of December 31, 2020,

all actions were settled and dismissed and revenue for the year ended December 31, 2020 includes revenue from settlements.

In March 2021, M-RED brought patent infringement

suits in the U.S.

District for the Eastern District of Texas against Nintendo Co., Ltd., Mitsubishi Electric Corporation and Xiaomi Corporation

In April 2021, the case against Nintendo Co., Ltd.

was dismissed without prejudice.

In August 2021, M-Red Inc.

brought a patent

infringement suit in the U.S.

District for the Eastern District of Texas against OnePlus Technology (Shenzhen) Co., Ltd.

2021, M-RED Inc.

brought patent infringement suits in the U.S.

District for the Eastern District of Texas against ASRock Inc., Biostar

Microtech International Corp., Giga-Byte Technology Co., Ltd.

and Micro-Star International Co.

The actions against Mitsubishi Electric Corporation, ASRock Inc., and Micro-Star

International Co.

were resolved in 2021.

The actions against Xiaomi Corporation et.

al., OnePlus Technology (Shenzhen) Co., Ltd.,

Biostar Microtech International Corp., and Giga-Byte Technology Co., Ltd.

were resolved in 2022 and our revenue for the year ended December

31, 2022 includes revenue from the related settlements.

We do not anticipate allocating further resources to monetization of the M-RED

We did not generate revenue from the M-RED Portfolio in 2023 and we do not anticipate allocating further resources to its monetization.

Audio Messaging Portfolio

This portfolio consists of five issued United

States patents and one pending application which generally relate to systems and methods for associating an audio clip with an object

which our wholly-owned subsidiary, Audio Messaging Inc.

(“AMI”), acquired in May of 2020.

Pursuant to an unsecured non-recourse

funding agreement, a third-party agreed to provide acquisition funding in the amount of $95,000 for the acquisition.

Under the funding

agreement, the third-party funder is entitled to a priority return of funds advanced from net proceeds, as defined, recovered until the

funder has received $190,000.

The Company has no other obligation to the third-party and has no liability to the funder in the event that

the Company does not generate net proceeds.

On October 8, 2021, AMI brought patent infringement suits in the U.S.

for the Eastern District of Texas against ZTE Corporation, Guangdong OPPO Mobile Telecommunications Corp., Ltd.

and Beijing Xiaomi Software

Those actions were resolved in 2022, and our revenue for the year ended December 31, 2022 includes revenue from related settlements.

We did not generate revenue from the Audio Messaging Portfolio in 2023 and we do not anticipate allocating further resources to its monetization.

Peregrin Portfolio

Acquired in February 2021 by our wholly owned

subsidiary, Peregrin Licensing LLC (“PLL”), this portfolio consists of eight issued United States patents which generally

relate to systems and methods for processing inbound and outbound communications, such as, for example, determining the location of a

caller and routing the inbound communication to an entity in the caller’s location (the “Peregrin Portfolio”).

the portfolio pursuant to an agreement with Peter K.

Trzyna (“PKT”) whereby PKT assigned us all right, title, and interest

in a portfolio of eight United States patents, we paid PKT $350,000 at closing and agreed that upon the realization of gross proceeds

from the Peregrin Portfolio we shall make subsequent installment payment or payments in the aggregate amount of $93,900.

Thereafter, PKT

is entitled to a percentage of any gross proceeds realized.

We did not generate revenue from the Peregrin Portfolio in 2023 or 2022

and we do not anticipate allocating further resources to its monetization.

Intellectual Property Rights

We have twenty-two intellectual property portfolios

of which we are seeking to monetize the intellectual property rights of six portfolios.

Our operating subsidiaries own or control the

rights to these patent portfolios, covering technologies used in a variety of industries.

We generate revenues and related cash flows

primarily from licenses granted as part of the settlement of patent infringement lawsuits for the use of patented technologies that our

operating subsidiaries control or own.

The six portfolios which we are currently planning

or seeking to monetize are described below.

EDI Portfolio

In July 2022, EDI acquired, via assignment from

Ioli Trust, all right title and interest to a portfolio of five United States patents and related applications relating to a

system and method for controlling vehicles and for providing assistance to operated vehicles (“EDI Portfolio”) for a purchase

price consisting of 50% of the net proceeds resulting from monetization of the EDI Portfolio.

HPE Portfolio

Acquired in July 2022 pursuant to an agreement

with Hewlett Packard Enterprise Development LP and Hewlett Packard Enterprise Company, the HPE portfolio consists of eight United States

Patents across five patent families which relate generally to systems and methods around hardware, software and system security and capabilities

(“HPE Portfolio”).

We requested and received a capital advance from QFL in the amount of $350,000, which was used to make

payment of the purchase price pursuant to the terms of the purchase agreement.

The HPE Portfolio is held by our wholly owned subsidiary,

Flash Uplink LLC.

HID Portfolio

Acquired by Harbor in March 2023 from Tower, the

HID Portfolio consists of seven United States Patents which relate generally to the field of fabrication of semiconductor structures and

We requested and received a capital advance from QF3 in the amount of $3,300,000, which was used to make payment of the purchase

price pursuant to the terms of the purchase agreement.

Pursuant to the acquisition agreement, Tower is entitled to a portion of the net

proceeds, if any, from monetization of the HID Portfolio.

Koyo Portfolio

Acquired in August 2023 by our wholly owned subsidiary,

Koyo Licensing LLC pursuant to a purchase agreement with Koji Yoden for the acquisition of two United States Patents relating generally

to a user interface at a computing device with a sensitive display (“Koyo Portfolio”).

Pursuant to the purchase agreement,

after recovery of the purchase price Mr.

Yoden is entitled to a portion of net proceeds, if any, as defined in the purchase agreement.

Taasera Portfolio

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ended December 31, 2023 includes revenue from the related settlements.

Soundstreak Portfolio

Acquired through our acquisition of all of the

issued and outstanding equity interests of Soundstreak Texas LLC (“STX”) in August 2021 for a purchase price consisting of

50% of the net proceeds resulting from monetization of the patent portfolio, this patent portfolio consists of three United States patents

and one pending patent application which generally relate to streaming data (including audio or video) while also storing higher quality

versions of the same data locally.

The patented technology has applications in the professional recording industry, digital audio/video

industries, the drone/remote capture industry, the teleconferencing industry, and more.

In August 2021, STX brought a patent infringement

suit in the U.S.

District for the Eastern District of Texas against Yamaha Corporation and Steinberg Media Technologies GMBH.

2022, STX brought a patent infringement suit in the U.S.

District for the Eastern District of Texas against Parrot SA, Delair SAS, Drone

Volt, SA, EHang Holdings Limited and Flyability SA.

In July 2022, STX brought a patent infringement suit in the U.S.

District for the

Eastern District of Texas against Fujifilm Holdings Corporation et.al.

The actions against Yamaha Corporation, Steinberg Media Technologies GMBH,

Parrot SA, Drone Volt, SA, Flyability SA and Delair SAS were resolved in 2022 and revenue for the year ended December 31, 2022 includes

revenue from the related settlements.

The matter against Fujifilm Holdings Corporation et.

was resolved in 2023 and revenue for the

year ended December 31, 2023 includes revenue from the related settlement.

Multimodal Media Portfolio

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were resolved in 2023 and revenue for the year ended December 31, 2023 includes revenue from the related settlements.

LS Cloud Storage Portfolio

The LS Cloud Portfolio consists of four United

States patents which generally relate to data sharing using distributed cache.

In March 2022, LSC brought patent infringement suits in the U.S.

for the Eastern District of Texas against Microsoft Corporation, Google LLC, Cisco Systems, Inc.

and Amazon.com, Inc.

against Microsoft Corporation, Google LLC, Cisco Systems, Inc.

and Amazon.com, Inc.

were resolved in 2023 and we do not anticipate

allocating further resources to its monetization.

actions against Samsung Electronics Co., Ltd.

etal were resolved in 2024 and revenue for the year ended December 31, 2024 includes revenue

from the related settlement.

Other Portfolios

We also own 16 additional portfolios;

however, we do not anticipate

allocating any resources to the monetization of the intellectual property of these portfolios.

During 2024 and 2023, we generated revenue

from the portfolios described below.

Tyche Portfolio

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the manufacture and operation of integrated circuits.

More particularly, embodiments of the present invention relate to:

1) selectively

More particularly, embodiments of the present invention relate to 1) selectively

coupling Voltage feeds to body bias Voltage in an integrated circuit device;

1 unchanged sentence

semiconductor field effect transistors).

Certain other patents in the portfolio relate generally to method

and system for conservatively managing store capacity available to a processor issuing stores including but not limited to the utilization

of a counter mechanism, whereas the counter mechanism is incremented or decremented based on the occurrence of particular events.

2023, Deepwell Tyche brought a patent infringement suit in the U.S.

Certain other patents in the portfolio relate generally to method and system for conservatively

managing store capacity available to a processor issuing stores including but not limited to the utilization of a counter mechanism, whereas

the counter mechanism is incremented or decremented based on the occurrence of particular events.

In September 2023, Deepwell brought

a patent infringement suit in the U.S.

District for the Eastern District of Texas against MediaTek Inc.

EDI Portfolio

In July 2022, EDI acquired, via assignment from

Ioli Trust, all right title and interest to a portfolio of five United States patents and related applications relating to a

system and method for controlling vehicles and for providing assistance to operated vehicles (“EDI Portfolio”) for a purchase

price consisting of 50% of the net proceeds resulting from monetization of the EDI Portfolio.

HPE Portfolio

Acquired in July 2022 pursuant to an agreement

with Hewlett Packard Enterprise Development LP and Hewlett Packard Enterprise Company, the HPE portfolio consists of eight United States

Patents across five patent families which relate generally to systems and methods around hardware, software and system security and capabilities

(“HPE Portfolio”).

We requested and received a capital advance from QFL in the amount of $350,000, which was used to make

payment of the purchase price pursuant to the terms of the purchase agreement.

The HPE Portfolio is held by our wholly owned subsidiary,

Flash Uplink LLC.

HID Portfolio

Acquired by Harbor in March 2023 from Tower, the

HID Portfolio consists of seven United States Patents which relate generally to the field of fabrication of semiconductor structures and

We requested and received a capital advance from QF3 in the amount of $3,300,000, which was used to make payment of the purchase

price pursuant to the terms of the purchase agreement.

Pursuant to the acquisition agreement, Tower is entitled to a portion of the net

proceeds, if any, from monetization of the HID Portfolio.

Koyo Portfolio

Acquired in August 2023 by our wholly owned subsidiary,

Koyo Licensing LLC pursuant to a purchase agreement with Koji Yoden for the acquisition of two United States Patents relating generally

to a user interface at a computing device with a sensitive display (“Koyo Portfolio”).

Pursuant to the purchase agreement,

after recovery of the purchase price Mr.

Yoden is entitled to a portion of net proceeds, if any, as defined in the purchase agreement.

The actions against MediaTek Inc.

were resolved in 2024 and revenue for the year ended December 31, 2024 includes revenue from the related settlement.

Soundstreak Portfolio

Acquired through our acquisition of all of the

issued and outstanding equity interests of Soundstreak Texas LLC (“STX”) in August 2021 for a purchase price consisting of

50% of the net proceeds resulting from monetization of the patent portfolio, this patent portfolio consists of three United States patents

and one pending patent application which generally relate to streaming data (including audio or video) while also storing higher quality

versions of the same data locally.

The patented technology has applications in the professional recording industry, digital audio/video

industries, the drone/remote capture industry, the teleconferencing industry, and more.

In August 2021, STX brought a patent infringement

suit in the U.S.

District for the Eastern District of Texas against Yamaha Corporation and Steinberg Media Technologies GMBH.

2022, STX brought a patent infringement suit in the U.S.

District for the Eastern District of Texas against Parrot SA, Delair SAS, Drone

Volt, SA, EHang Holdings Limited and Flyability SA.

In July 2022, STX brought a patent infringement suit in the U.S.

District for the

Eastern District of Texas against Fujifilm Holdings Corporation et.al.

The actions against Yamaha Corporation, Steinberg

Media Technologies GMBH, Parrot SA, Drone Volt, SA, Flyability SA and Delair SAS were resolved in 2022 and revenue for the year ended

December 31, 2022 includes revenue from the related settlements.

The matter against Fujifilm Holdings Corporation et.

in 2023 and revenue for the year ended December 31, 2023 includes revenue from the related settlement.

We encounter and expect to continue to encounter

18 unchanged sentences

Our weak cash position and history of losses, together with our low stock

price, may impair our ability to negotiate successfully with the intellectual property owners.

price and our stock not being listed on a stock exchange, may impair our ability to negotiate successfully with the intellectual property

Other companies may develop competing technologies

4 unchanged sentences

render certain of the technologies owned or controlled by our operating subsidiaries obsolete and/or uneconomical.

Intellectual Property Rights

We have twenty-two intellectual property portfolios:

financial data, mobile data, Turtle Pak, anchor structure, power management/bus control, diode on chip, rich media, CXT, CMOS, M-RED,

Audio Messaging, Peregrin, Taasera, Soundstreak, Multmodal Media, LS Cloud, Tyche, Deepwell, EDI, HPE, HID and KOYO.

The following table

sets forth information concerning our patents and other intellectual property.

Each patent or other intellectual property right listed

in the table below that has been granted is publicly accessible on the Internet website of the U.S.

Patent and Trademark Office at www.uspto.gov.

In the table below, the anchor structure portfolio is referred to as Mariner, the power management/bus control portfolio is referred to

as Semcom, the diode on chip portfolio is referred to as IC, the Audio Messaging portfolio is referred to as AMI, the Peregrin portfolio

is referred to as PLL, the Taasera portfolio is referred to as TLL, the Soundstreak portfolio is referred to as STX, the Multimodal Media

portfolio is referred to as MML, the LS Cloud portfolio is referred to as LSC, the Tyche portfolio is referred to as Tyche, the Deepwell

portfolio is referred to as DIP, the EDI portfolio is referred to as EDI, the HPE portfolio is referred to as HPE, the HID Portfolio is

referred to as HID, the Koyo Portfolio is referred to as KOYO.

Issue / Publication Date

Financial Data

Programmable multiple company credit card system

Apparatus and method for supplying information

US Application

Apparatus and method for supplying information

Film wrap packaging apparatus and method

Turtle pak - design plus words, letters, and/or numbers

Method and apparatus for preventing cracks in semiconductor die

Adaptive power control

Issue / Publication Date

PCT Application

PCT/US2001/001684

Adaptive power control

Reexam Certificate

Adaptive power control

System and method for controlling communications between subsystems

System for on-chip temperature measurement in integrated circuits

US Application

System for on-chip temperature measurement in integrated circuits

Patent Proceeds Interest

Methods, systems, and processes for the design and creation of rich media applications via the internet

Online product exchange system

Online product exchange system with price-sorted matching products

Product exchange system

Supporting intuitive decision in complex multi-attributive domains using fuzzy, hierarchial expert models

Database evaluation system supporting their intuitive decision in complex multi-attributive domains using fuzzy, hierarchial expert models

Automated and independently accessible inventory information exchange system

Issue / Publication Date

System for delivering and simultaneously displaying primary and secondary information, and for displaying only the secondary information during interstitial space

Online exchange market system with a buyer auction and a seller auction

System, method, and article of manufacture for making a compatibility aware recommendation to a user

System and method for implementing intelligent online community message board

System and method for managing online message

Online content provider system and method

System and method for managing an online messaging board

Content query system and method

Online content tabulating system and method

Electronic customer service and rating system and

System and method for generating, capturing, and managing customer lead information over a computer network

Storage, management and distribution of consumer information

Consumer-controlled limited and constrained access to a centrally stored information account

Storage, management and distribution of consumer information

Branding and revenue sharing models for facilitating storage, management and distribution of consumer information

Issue / Publication Date

Single sign-on for access to a central data repository

Initiation of an information transaction over a network via a wireless device

Single sign-on for access to a central data repository

CMOS image sensor having enhanced photosensitivity and method for fabricating the same

Korean Patent

Method for fabricating cmos image sensor

CMOS image sensor having enhanced photosensitivity and method for fabricating the same

CMOS image sensor with equivalent potential diode and method for fabricating the same

Chinese Patent

CNZL99105588.8

Complementary mos image sensor and making method thereof

Chinese Patent

CNZL200310104488.4

Image sensing device and its manufacturing method

German Patent

Photodiode used in cmos image sensing device

French Patent

Photodiode for use in a cmos image sensor and method for fabricating the same

French Patent

Photodiodes for image sensors

United Kingdom Patent

Photodiode for use in a cmos image sensor and method for fabricating the same

United Kingdom Patent

CMOS image sensor and method for fabricating the same

Japanese Patent

CMOS image sensor and manufacture thereof

Korean Patent

CMOS image sensor and manufacturing method thereof

Issue / Publication Date

Taiwanese Patent

CMOS image sensor with equivalent potential diode

CMOS image sensor integrated together with memory device

Korean Patent

CMOS image sensor integrated with memory device

Solid state ccd image sensor having a light shielding

Korean Patent

Solid state image device and fabrication method thereof

Solid state image sensor and method for fabricating the same

Method and system for single-chip camera

Photodiode having a plurality of PN junctions and image sensor having the same

Japanese Patent

Pinned photodiode of image sensor, and its manufacture

Korean Patent

Pinned photodiode of image sensor and manufacturing method thereof

Taiwanese Patent

Photodiode having a plurality of PN junctions and image sensor having the same

Ring oscillator dynamic adjustments for auto

Method and apparatus for evaluating a known good die using both wire bond and flip-chip interconnects

Issue / Publication Date

Oscillator circuit controlled by programmable logic

Method, architecture and circuit for controlling and/or operating an oscillator

Electrical sensing apparatus and method utilizing an array of transducer elements

Low dielectric-constant dielectric for etchstop in dual damascene backend of integrated circuits

Switching amplifier with voltage-multiplying output

Programmable Logic Device Including Bi-Directional Shift Register

Multiport non-blocking high capacity atm and packet switch

Inductor for Integrated Circuit

Monolithic Integrated Circuit Incorporating An Inductive Component And Process For Fabricating Such An Integrated Circuit

Article comprising a mechanically compliant bump

Method of making a mechanically compliant bump

Method of fabricating a high-power RF field effect transistor with reduced hot electron injection and resulting structure

Calibrated DC compensation system for a wireless communication device configured in a zero intermediate frequency architecture

System and method for detecting and correcting phase error between differential signals

Quadrature oscillator with phase error correction

Precision automatic gain control circuit

Issue / Publication Date

Automatic gain control system and method for a ZIF architecture

Packet acquisition and channel tracking for a wireless communication device configured in a zero intermediate frequency architecture

DC compensation system for a wireless communication device configured in a zero intermediate frequency architecture

Method and apparatus for convolution encoding and viterbi decoding of data that utilize a configurable processor to configure a plurality of re-configurable processing elements

Apparatus and method for an improved performance VLIW processor

Micro Controller Development System

Apparatus For Reducing An Electrical Noise Inside A Ball Grid Array Package

Bond Pad Structure And Its Method Of Fabricating

Method of programming PLDs using a wireless link

Control signal generator for an overvoltage-tolerant interface circuit on a low voltage process

Fabrication method for gate spacer

Electrostatic discharge protection circuit

MOS transistors having dual gates and self-aligned interconnect contact windows

Method of manufacturing a semiconductor device

Clock and data recovery with a feedback loop to adjust the slice level of an input sampling circuit

Digitally controlled crystal oscillator with integrated coarse and fine control

Method, circuit and/or architecture to improve the frequency range of a voltage-controlled oscillator

Issue / Publication Date

Stacking system and method

Panel stacking of BGA devices to form three-dimensional modules

Three-dimensional memory stacking using anisotropic epoxy interconnections

Panel stacking of BGA devices to form three-dimensional modules

Chip stack with differing chip package types

Multimedia arbiter and method using fixed round-robin slots for real-time agents and a timed priority slot for non-real-time agents

Multimedia round-robin arbitration with phantom slots for super-priority real-time agent

Process for obtaining a layer of single-crystal germanium or silicon on a substrate of single-crystal silicon or germanium, respectively

Process for obtaining a layer of single-crystal germanium or silicon on a substrate of single-crystal silicon or germanium, respectively, and multilayer products obtained

Disabling a defective element in an integrated circuit device having redundant elements

Reconfigurable functional units for implementing a hybrid vliw-simd programming model

Method For Error Recognition In A Processor System

Method for fabricating metal interconnected structure

Method for fabricating metal oxide semiconductor

Stackable ball grid array module and method

Issue / Publication Date

Semiconductor device with high-temperature-stable gate electrode for sub-micron applications and fabrication thereof

Korean Patent

Method of manufacturing a semiconductor device

British Patent

Process for obtaining a layer of single crystal germanium or silicon on single crystal silicon or germanium substrate respectively, and multilayer products thus obtained

Italian Patent

Process for obtaining a layer of single crystal germanium or silicon on single crystal silicon or germanium substrate respectively, and multilayer products thus obtained

Korean Patent

Method of fabricating a high power rf field effect transistor with reduced hot electron injection and resulting structure

French Patent

Monolithic Integrated Circuit Comprising An Inductor And A Method Of Fabricating The Same

French Patent

Inductive Component, Integrated Transformer, In Particular For A Radio Frequency Circuit, And Associated Integrated Circuit With Such Inductive Component Or Integrated Transformer

Japanese Patent

Method of manufacturing a semiconductor device

Japanese Patent

Electric sensor device, method for generating electric signal from array of converter element

System and method for associating audio clips with

Issue / Publication Date

US Patent Application

System and method for associating audio clips with objects

Analyzing a credit counseling agency

System for transferring an inbound communication to one of a plurality of credit-counseling agencies

Communication system to automatically refer an inbound communication

System for transferring an inbound communication to one of a plurality of credit-counseling agencies

Method of processing a phone call

Using an interactive voice response apparatus

Method of using an apparatus processing phone call routing

Apparatus processing phone calls

System and method for application attestation

Systems and methods for using reputation scores in network services and transactions to calculate security risks to computer systems and platforms

Runtime risk detection based on user, application, and system action sequence correlation

Systems and methods for providing Mobile security based on dynamic Attestation

Systems and methods for orchestrating runtime operational integrity

Systems and methods for network flow remediation based on risk correlation

Systems and methods for threat identification and remediation

System and method for the managed security control of processes on a computer system

Issue / Publication Date

Methods, systems and computer program products for disseminating status information to users of computer resources

Methods and systems for controlling access to computing resources based on known security vulnerabilities

Korean Patent

20,090,075,861

On demand virus scan

Information extraction from documents with regular expression matching

Dynamic intrusion detection for computer systems

Mechanisms for priority control in resource allocation

Lightweight form pattern validation

Rootkit detection

System, method and program product for detecting unknown computer attacks

Method, system, and apparatus for dynamically validating a data encryption operation

Mutually excluded security managers

Managing web single sign-on applications

Method and system for dynamic encryption of a URL

Dynamic encryption of a universal resource locator

Expanded membership access control in a collaborative environment

Issue / Publication Date

European Patent

Rules based actions for mobile device management

System security agent authentication and alert

Method and Apparatus for Remote Voice-over or Music Production and Management

Method and Apparatus for Remote Digital Content Monitoring and Management

Techniques for combining voice with wireless text short message services

Interactive multimodal messaging

Addressing voice SMS messages

Methods for identifying messages and communicating with users of a multimodal message service

Sender driven call completion system

Predictive automatic gain control in a media processing system

Multi-modal transmission of early media notifications

System and method for establishing communication links between mobile devices

Multi-Gesture Media Recording System

Issue / Publication Date

Multi-Gesture Media Recording System

US Application

Multi-Gesture Media Recording System

Method and system for communicating a data file over a network

Method and system for communicating a data file

Data storage system comprising a network of PCs and method using same

Data storage and data sharing in a network of heterogeneous computers

Apparatus Including an I/O Interface and a Network Interface and Related Method of Use

Data Sharing Using Distributed Cache in a Network of Heterogeneous Computers

Automated highway system

US Application

Automated highway system

Symmetric inducting device for an integrated circuit having a ground shield

Diagonal deep well region for routing body-bias voltage for MOSFETS in surface well regions

Layout patterns for deep well region to facilitate routing body-bias voltage

Selective coupling of voltage feeds for body bias voltage in an integrated circuit device

Issue / Publication Date

Diagonal deep well region for routing body-bias voltage for MOSFETS in surface well regions

Layout pattern for deep well region to facilitate routing body-bias voltage

Diagonal deep well region for routing body-bias voltage for MOSFETS in surface well regions

Sub-surface region with diagonal gap regions

Selective coupling of voltage feeds for body bias voltage in an integrated circuit device

Method and system for conservatively managing store capacity available to a processor issuing stores

Apparatus and method for integrated circuit power management

VIDEO-ENABLED COMMUNITY BUILDING

Method Of Identifying Software Vulnerabilities On A Computer System

SIGNAL LEVEL PROPAGATION MECHANISM FOR DISTRIBUTION OF A PAYLOAD TO VULNERABLE SYSTEMS

Method And System For Implementing Storage Strategies Of A File Autonomously Of A User

System And Method For Authentication Via A Single Sign-on Server

System And Method For Reflashing Disk Drive

IP-based Enhanced Emergency Services Using Intelligent Client Devices

Semiconductor on insulator (SOI) switching circuit

Issue / Publication Date

Semiconductor on insulator (SOI) structure with more predictable junction capacitance and method for fabrication

Anchor vias for improved backside metal adhesion to semiconductor substrate

Through silicon via structure, method of formation, and integration in semiconductor substrate

Deep trench isolation and method for forming same

High performance SiGe heterojunction bipolar transistors built on thin film silicon-on-insulator substrates for radio frequency applications

High performance SiGe heterojunction bipolar transistors built on thin-film silicon-on-insulator substrates for radio frequency applications

User interface for use in computing device with sensitive display

* Subject to any terminal disclaimer

Research and Development

5 unchanged sentences

The agreements have a term of ten years and may be terminated by us for cause or upon the death or disability of the consultants.

Pursuant to the agreements with two of the consultants,

the compensation payable to each of them consists of a restricted stock grant of 100,000 shares of Common Stock which vested in full immediately

upon issuance and a ten-year option to purchase a total of 300,000 shares of Common Stock, which become exercisable cumulatively as follows:

● 100,000 shares at an exercise price of $1.00 per share becoming

exercisable upon the commencement of trading of our common stock on the OTCQB which occurred on May 7, 2021.

● 100,000 shares at an exercise price of $3.00 per share, becoming

exercisable on the first day on which we file with the SEC a Form 10-K or Form 10-Q which stockholders’ equity of at least $5,000,000,

● 100,000 shares at an exercise price of $5.00 per share becoming

exercisable on the date on which the Common Stock is listed for trading on the Nasdaq Stock Market or the New York Stock Exchange.

Pursuant to the agreement with the third consultant,

the compensation payable to him consists of a restricted stock grant of 100,000 shares of Common Stock which immediately vests in full

and a ten-year option to purchase 300,000 shares of Common Stock, which becomes exercisable cumulatively as follows:

● 100,000 shares at an exercise price of $1.00 per share which

became exercisable on February 22, 2022, which was the first anniversary of the date of the agreement;

● 100,000 shares at an exercise price of $3.00 per share which

became exercisable on February 22, 2023, which was the second anniversary of the date of the agreement;

● 100,000 shares at an exercise price of $5.00 per share which

became exercisable on February 22, 2024, which was the third anniversary of the date of the agreement.

As of March 29, 2024, we have two employees, who

are our officers, one of whom works on a part-time basis.

Our employees are not represented by a labor union, and we consider our employee

relations to be good.

Pursuant to the consulting agreement, the Company

granted options to purchase a total of 900,000 shares of Common Stock of which options to purchase a total of 900,000 shares of Common

Stock which expire on February 21, 2031.

Option to purchase 300,000 shares of Common Stock at $1.00 per share, 100,000 shares at $3.00

per share and 100,000 shares at $5.00 per share are currently exercisable.

Option to purchase 200,000 shares at an exercise price of $3.00

per share, become exercisable on the first day on which the Company files with the SEC a Form 10-K or Form 10-Q which reports stockholders’

equity of at least $5,000,000 and options to purchase 200,000 shares at an exercise price of $5.00 per share become exercisable on the

date on which the Common Stock is listed for trading on the Nasdaq Stock Market or the New York Stock Exchange.

As of March 15, 2025, we have two employees,

who are our officers, one of whom works on a part-time basis.

Our employees are not represented by a labor union, and we consider our

employee relations to be good.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business