What changed in this filing

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Item 1. Business

2021-04-15 compared with 2020-03-27 · 745 added, 606 removed, 338 unchanged (80% of the section changed)

are an intellectual property asset management company.

Our principal operations include the development, 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 eleven intellectual property portfolios, which principally consist of patent rights.

intellectual property portfolios include the portfolios which we acquired from Intellectual Ventures Assets 16, LLC (“Intellectual

Ventures”) and seven of its affiliates.

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.

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

licenses granted as part of the settlement of patent infringement lawsuits.

We generate revenue from two sources:

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.

own, control or manage twelve intellectual property portfolios, which principally consist of patent rights.

Our twelve intellectual

property portfolios include the portfolios which we acquired from Intellectual Ventures Assets 16, LLC (“Intellectual Ventures”)

and seven of its affiliates.

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 licenses granted as

part of the settlement of patent infringement lawsuits.

generate revenue from two sources:

Patent licensing

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primarily from litigation relating to enforcement of our intellectual property rights.

packaging sales, which relate to the sale of licensed products.

Licensed packaging

sales, which relate to the sale of licensed products, which have not constituted a significant source of revenue and was not

a source of revenue in 2020.

previously received management fees for managing litigation related to our intellectual property rights.

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from such fees in the future.

Our agreement with QFL does not provide for any payment to us of management fees.

property monetization includes the generation of revenue and proceeds from the licensing of patents, patented technologies and

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property rights.

This due diligence effort is conducted by our chief executive officer.

is frequently necessary to commence litigation in order to obtain a recovery for past infringement of, or to license the use of,

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would be entitled to participate in any recovery.

forth below is a discussion of recent agreements which we entered into with QFL to provide us with a financing facility, funds

to make a payment due to Intellectual Partners and for working capital and an agreement with Intellectual Partners to restructure

our loan agreement and related agreements.

The agreement with Intellectual Partners restated our agreements with United Wireless

Holdings, Inc.

(“United Wireless”) which had been assigned to Intellectual 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 are filed as exhibits to this Form 10-K

of Agreements with QPRC Finance LLC

February 22, 2021, we entered into a series of agreements, all dated February 19, 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”

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:

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.

The terms of the Purchase Agreement

are described under “Purchase Agreement.”

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 Holdings, Inc.

(“United Wireless”) pursuant to a restructure agreement (the

“Restructure Agreement”) between us and the Company and Intelligent Partners executed contemporaneously with the closing

of the Investment Documents.

The payment was made directly from QFL to Intelligent Partners.

The terms of the Restructure Agreement

are described under “Restructure Agreement.”

We also requested and received in March 2021 $400,000 for working capital.

(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;

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 Subsidiary Guaranty, eight of our subsidiaries –

Quest Licensing Corporation (“QLC”), Quest NetTech Corporation

(“NetTech”), Mariner IC Inc.

(“Mariner”), Semcon IP Inc.

(“Semcon”), IC Kinetics Inc.

(“IC”),

CXT Systems Inc.

(“CXT”), M-Red Inc.

(“MRED”), and Audio Messaging Inc.(“AMI”), collectively,

the “Subsidiary Guarantors”) guaranteed our obligations to QFL under the Purchase Agreement.

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 96,246,246 shares of our common

stock, with an exercise price of $0.0054 per share which may be exercised from February 19, 2021 through February 18, 2031on 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.

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.

granted QFL certain registration rights with respect to the 96,246,246 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

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 “

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.

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 to monetize;

(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).

Thereafter, 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.

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.

In addition 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 to us.

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.

of Security Interests

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

respective affiliates of Intellectual Ventures granted to secure the obligations of CXT and MRED pursuant to their applicable

patent purchase agreements.

Rights Agreement

to the Registration Rights Agreement, we agreed to file a registration statement with the SEC covering 50,000,000 of the 96,246,246

shares of common stock issuable upon exercise of the Warrant.

We are required to file the registration statement by the second

business day following the earlier of (x) the date on which the Company is next required to file its financial statements on Form

10-K or Form 10-Q under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (y) the date on

which the Company actually files its financial statements on Form 10-K or Form 10-Q under the Exchange Act, in each case without

regard to any extension pursuant to Rule 12b-25 under the Exchange Act (the “Initial Filing Deadline”);

that, if our common stock is not quoted on an existing trading market for the purpose of conducting an at the market offering

under Rule 415 of the Securities Act of 1933, as amended, the Initial Filing Deadline shall be no earlier than the second business

day following the date on which the QFL provides the Company with written information as to the fixed price at which it plans

to offer and sell the Registrable Securities (as defined in the Registration Rights Agreement) pursuant to the registration statement.

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

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

Intercreditor

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.

of Agreements with Intelligent Partners

Purchase Agreement and Related Agreements with United Wireless

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 50,000,000

shares (the “Shares”) of our common stock, par value $0.00003 per share (the “Common Stock”) at $0.05

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 50,000,000 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.

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.

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.

One 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.

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.

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”).

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.

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 46,296,296 shares

of our restricted common stock at a purchase price of $0.0054 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 50,000,000 shares of common stock, with

an exercise price of $0.0054 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 can be generated from the intellectual property covered by the

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 the MPA-NA.

After satisfaction of the TMPO the security

interest in proceeds from new assets shall terminate.

granted Intelligent Partners, Andrew Fitton and Michael Carper certain registration rights with respect to (i) the 50,000,000

Shares currently owned by Fitton and Carper;

(ii) the 46,296,296 Conversion Shares being issued to Fitton and Carper, and (iii)

the 50,000,000 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 Total Monetization Proceeds Obligation has been satisfied (the “

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

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 and owing.

Rights Agreement

to a registration rights agreement, we granted Intelligent Partners, Andrew Fitton and Michael Carper certain registration rights

with respect to (i) the 50,000,000 Shares currently owned by Fitton and Carper;

(ii) the 46,296,296 Conversion Shares issued to

Fitton and Carper, and (iii) the 50,000,000 shares of common stock issuable upon exercise of the Restructure Option.

to file a registration statement with the SEC covering up to a maximum of 50,000,000 of the Shares, Conversion Shares and Options

We are required to file the registration statement by the earlier of the 2nd Business Day following the date on which

we (x) are next required to file our financial statements on Form 10-K or Form 10-Q under the Exchange Act, and (y) actually files

its financial statements on Form 10-K or Form 10-Q under the Exchange Act, in each case without regard to any extension pursuant

to Rule 12b-25 under the Exchange Act.

We are required to have the registration statement declared effective by the SEC within

120 days of the closing if the registration statement is not subject to a full review by the SEC and 180 days if the registration

statement is subject to a full review.

The registration rights agreements provides for us to pay damages in the event that we

do not meet the required deadlines.

of the COVID-19 Pandemic on our Business

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The work shutdown

has affected the court system and, with courts operating on a reduced schedule.

has affected the court system, with courts operating on a reduced schedule.

As a result, patent infringement actions are likely

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the effect of the COVID-19 and the public response may adversely affect the financial condition and prospects of defendants and

potential defendants, which would make it less likely that they would be willing to settle our claim.

potential defendants, which would make it less likely that they would be willing to settle our claim or which may result in a

defendant or potential defendant reducing or discontinuing its operations or taking advantage of the Bankruptcy Act.

COVID-19 pandemic and the response to limit the spread of the infection may affect the financial condition of financing sources

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Our Intellectual Property Portfolios.”

July 28, 2017, CXT Systems, Inc.

(“CXT”), a wholly-owned subsidiary, entered into an agreement with Intellectual Ventures

Assets 34 LLC and Intellectual Ventures Assets 37 LLC (“IV 34/37”) pursuant to which CTX paid IV 34/37 $25,000 and

IV34/37 transferred to CXT all right, title and interest in a portfolio of thirteen United States patents (the “CXT Portfolio”).

Under the agreement, CXT will distribute 50% of net proceeds, as defined, to IV 34/37, as long as we generate revenue from the

CXT Portfolio.

The $25,000 payment to IV 34/37 was made from a loan from United Wireless and was paid directly by United Wireless

The agreement with IV 34/37, as amended on January 26, 2018, provides that if, on December 31, 2018, December 31,

2019 and December 31, 2020, cumulative distributions to IV 34/37 total less than $100,000, $375,000 and $975,000, respectively,

CXT shall pay the difference between such cumulative amounts and the amount paid to IV 34/37 within ten days after the applicable

The $25,000 advance is treated as an advance against distributions of net proceeds payable to IV 34/37.

The useful lives

of the patents, at the date of acquisition, was 5-6 years.

Neither we nor any affiliate of CXT has guaranteed the minimum payments.

CXT’s obligations under the agreement with IV 34/37 are secured by a security interest in the proceeds (from litigation

or otherwise) from the CXT Portfolio.

The patent portfolio which we acquired from IV 34/37 is the CXT portfolio which is described

under “Business –

Our Intellectual Property Portfolios.”

January 26, 2018, CXT entered into an agreement with Intellectual Ventures Assets 62 LLC and Intellectual Ventures Assets 71 LLC

“(IV 62/71”) pursuant to which CXT advanced IV 62/71 $10,000 at closing and IV 62/71 assigned to CXT all right, title,

and interest in a portfolio of sixteen United States patents and three pending applications.

Under the agreement, CXT will distribute

50% of net proceeds, as defined, to IV 62/71, as long as we generate net proceeds from this portfolio.

The initial $10,000 advance

is treated as an advance toward our future distributions of net proceeds payable to IV 62/71.

CXT’s obligations under the

agreement are secured by a security interest in the proceeds (from litigation or otherwise) from the CXT Portfolio.

to modify the monetization proceeds agreement between CXT and United Wireless to include the patents acquired from IV 62/71.

January 26, 2018, Photonic Imaging Solutions Inc.

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Property Portfolios.”

March 15, 2019, M-RED Inc.

(“M-RED”), a wholly-owned subsidiary, entered into an agreement with Intellectual Ventures

Assets 113 LLC and Intellectual Ventures Assets 108 LLC (“IV 113/108”) pursuant to which M-RED paid IV 113/108 $75,000

and IV 113/108 transferred to M-RED all right, title and interest in a portfolio of sixty United States patents and eight foreign

patents (the “M-RED Portfolio”).

Under the agreement, M-RED will distribute 50% of net proceeds, as defined, to IV

113/108, as long as we generate revenue from the M-RED Portfolio.

The agreement with IV 113/108 provides that if, on September

30, 2020, September 30, 2021 and September 30, 2022, cumulative distributions to IV 113/108 total less than $450,000, $975,000

and $1,575,000, respectively, M-RED shall pay the difference between such cumulative amounts and the amount paid to IV 113/108

within ten days after the applicable date.

The $75,000 advance is treated as an advance against the first distributions of net

proceeds payable to IV 113/108.

The useful lives of the patents, at the date of acquisition, was approximately nine years.

we nor any affiliate of M-RED has guaranteed the minimum payments.

M-RED’s obligations under the agreement with IV 113/108

are secured by a security interest in the proceeds (from litigation or otherwise) from the M-RED Portfolio.

The patent portfolio

which we acquired from IV 113/108 is the M-RED portfolio which is described under “Business –

Our Intellectual Property

Portfolios.”

On July 28, 2017, CXT, a wholly-owned subsidiary,

entered into an agreement with Intellectual Ventures Assets 34 LLC and Intellectual Ventures Assets 37 LLC (“IV 34/37”) pursuant

to which CTX paid IV 34/37 $25,000 and IV34/37 transferred to CXT all right, title and interest in a portfolio of thirteen United States

patents (the “CXT Portfolio”).

Under the agreement, CXT will distribute 50% of net proceeds, as defined, to IV 34/37, as long

as we generate revenue from the CXT Portfolio.

The $25,000 payment to IV 34/37 was made from a loan from United Wireless and was paid

directly by United Wireless to IV 34/37.

The agreement with IV 34/37, as amended on January 26, 2018, provides that if, on December 31,

2018, December 31, 2019 and December 31, 2020, cumulative distributions to IV 34/37 total less than $100,000, $375,000 and $975,000, respectively,

CXT shall pay the difference between such cumulative amounts and the amount paid to IV 34/37 within ten days after the applicable date.

The $25,000 advance is treated as an advance against distributions of net proceeds payable to IV 34/37.

The useful lives of the patents,

at the date of acquisition, was 5-6 years.

Neither we nor any affiliate of CXT has guaranteed the minimum payments.

As of December 31,

2020, cumulative distributions did not total $975,000 and CXT did not pay the difference to IV 34/37 within ten days.

Non-payment which

is not cured within 30 days after written notice from IV 34/37 would constitute an Acceleration Event under the agreement, following which,

in addition to any other remedies available under the agreement, all outstanding minimum cumulative distributions would become due and

payable within thirty days.

As of the date of filing, no such written notice of non-payment has been given by IV 34/37.

CXT’s obligations

under the agreement with IV 34/37 are secured by a security interest in the proceeds (from litigation or otherwise) from the CXT Portfolio.

The patent portfolio which we acquired from IV 34/37 is the CXT portfolio which is described under “Business –

Our Intellectual

Property Portfolios.”

January 26, 2018, CXT entered into an agreement with Intellectual Ventures Assets 62 LLC and Intellectual Ventures Assets 71 LLC

“(IV 62/71”) pursuant to which CXT advanced IV 62/71 $10,000 at closing and IV 62/71 assigned to CXT all right, title,

and interest in a portfolio of sixteen United States patents and three pending applications.

Under the agreement, CXT will distribute

50% of net proceeds, as defined, to IV 62/71, as long as we generate net proceeds from this portfolio.

The initial $10,000 advance

is treated as an advance toward our future distributions of net proceeds payable to IV 62/71.

CXT’s obligations under the

agreement are secured by a security interest in the proceeds (from litigation or otherwise) from the CXT Portfolio.

In March 2021,

we made a payment to IV 62/71 in the amount of $64,238.

We agreed to modify the monetization proceeds agreement between CXT and

United Wireless to include the patents acquired from IV 62/71.

The monetization proceeds amendment was further amended by

the MPA-CXT Agreement in connection with the restructure of our agreements with Intelligent Partners.

On March 15, 2019, M-RED Inc.

(“M-RED”),

a wholly-owned subsidiary, entered into an agreement with Intellectual Ventures Assets 113 LLC and Intellectual Ventures Assets 108 LLC

(“IV 113/108”) pursuant to which M-RED paid IV 113/108 $75,000 and IV 113/108 transferred to M-RED all right, title and interest

in a portfolio of sixty United States patents and eight foreign patents (the “M-RED Portfolio”).

Under the agreement, M-RED

will distribute 50% of net proceeds, as defined, to IV 113/108, as long as we generate revenue from the M-RED Portfolio.

The agreement

with IV 113/108 provides that if, on September 30, 2020, September 30, 2021 and September 30, 2022, cumulative distributions to IV 113/108

total less than $450,000, $975,000 and $1,575,000, respectively, M-RED shall pay the difference between such cumulative amounts and the

amount paid to IV 113/108 within ten days after the applicable date.

The $75,000 advance is treated as an advance against the first distributions

of net proceeds payable to IV 113/108.

On September 30, 2020 cumulative distributions to IV 113/108 totaled less than $450,000 and M-RED

did not pay the difference to IV 113/108 within ten days.

In March 2021, M-RED paid IV 113/108 $114,952 in cumulative distributions Non-payment

which is not cured within 30 days after written notice from IV 113/108 would constitute an Acceleration Event under the agreement, following

which, in addition to any other remedies available under the agreement, all outstanding minimum cumulative distributions would become

due and payable within thirty days.

As of the date of filing, no such written notice of non-payment has been given by IV 113/108.

useful lives of the patents, at the date of acquisition, was approximately nine years.

Neither we nor any affiliate of M-RED has guaranteed

the minimum payments.

M-RED’s obligations under the agreement with IV 113/108 are secured by a security interest in the proceeds

(from litigation or otherwise) from the M-RED Portfolio.

The patent portfolio which we acquired from IV 113/108 is the M-RED portfolio

which is described under “Business –

Our Intellectual Property Portfolios.”

Pursuant to the MPA-MR, Intelligent Partners

is entitled to receive 60% of the net proceeds as defined in the agreement.

A default under the agreements with the Intellectual

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

were incorporated in Delaware on July 17, 1987 under the name Phase Out of America.

6 unchanged sentences

Our website is www.qprc.com.

Information contained

on or derived from our website or any other website does not constitute a part of this annual report.

Information contained on or

derived from our website or any other website does not constitute a part of this annual report.

Intellectual Property Portfolios

5 unchanged sentences

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

We initially entered into an

agreement with the patent owner, Worldlink Information Technology Systems Limited, whereby we received the exclusive license to

license and enforce the Mobile Data Portfolio.

Under the agreement we received a monthly management fee and a percentage of licensing

Subsequently Worldlink transferred its remaining interest in the Mobile Data Portfolio to Allied Standard Limited.

October 2012, we entered into an agreement with Allied pursuant to which Allied transferred its entire right title and interest

in the Mobile Data Portfolio to Quest Licensing Corporation, which was at the time, a wholly-owned subsidiary.

Under the agreement,

Allied was entitled to receive a 50% interest in Quest Licensing.

Quest Licensing’s only intellectual property is the Mobile

Data Portfolio.

Our agreement with Allied provides that we and Allied will each receive 50% of the net licensing revenues, as

defined by the agreement.

In June 2013, we entered into an agreement with The Betting Service Limited, an entity controlled by

a former director of Worldlink.

Pursuant to the agreement, we granted The Betting Service an interest in licensing proceeds from

the Mobile Data Portfolio in return for The Betting Service’s assistance in developing certain Mobile Data Portfolio assets.

In April 2014, we entered into a further agreement with Allied whereby Allied relinquished certain rights under the October 2012

agreement, including its entitlement to a 50% interest in Quest Licensing, in exchange for our commitment to fund a structured

licensing program for the Mobile Data Portfolio.

March 2014, 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 Mobile Data Portfolio and engaged counsel on a partial

contingency basis in connection with a proposed patent infringement action relating to the Mobile Data Portfolio.

Under the funding

agreement, the third party receives an interest in the proceeds from the program, and we have no other obligation to the third

April and June 2014, as part of a structured licensing program, Quest Licensing Corporation brought patent infringement suits

District for the District of Delaware against Bloomberg LP et.

al., FactSet Research Systems Inc., Interactive Data

Corporation, SunGard Data Systems Inc.

and The Charles Schwab Corporation et.

These cases were consolidated for trial.

June and August 2016 Quest Licensing Corporation entered into settlement agreements with SunGard Data Systems Inc.

Research Systems Inc.

On January 19, 2017, the Court granted the remaining defendants’

motion for summary judgment of non-infringement.

On January 31, 2017, Quest Licensing Corporation filed a notice of appeal with the United States Court of Appeals for the Federal

Circuit whereby Quest Licensing Corporation appealed the court’s order construing the terms of U.S.

as well as the court’s order granting defendants’

motion for summary judgment of non-infringement.

On June 8, 2018

the appellate court affirmed the lower court’s decision.

On June 9, 2018 Quest Licensing Corporation filed a petition for

rehearing with the appellate court.

On July 30, 2018 the appellate court denied Quest Licensing Corporations petition for rehearing

and the funding agreement terminated.

Through December 31, 2019, we did not receive any proceeds from the Mobile Data Portfolio.

the court’s decision granting the defendant’s motion for summary judgment, the defendants moved for an award of attorneys’

fees under Section 285 of the patent act which provides that “the court in exceptional cases may award reasonable attorney

fees to the prevailing party.”

On June 29, 2017, the defendants’

motion for attorney fees in the Mobile Data litigation

was denied, without prejudice and with leave to renew their motion thirty days from the decision of the appellate court on Quest

Licensing Corporation’s appeal.

On August 8, 2018, the defendants’

renewed their motion for an award of attorneys’

fees under Section 285 of the Patent Act.

On March 27, 2019 the defendants’

motion for attorney fees in the Mobile Data

litigation was denied.

December 31, 2020, we did not receive any proceeds from the Mobile Data Portfolio.

Packaging - Turtle Pak TM

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receipt, fulfillment and invoicing.

Revenues from the TurtlePak TM product sales were approximately $25,000 and $20,000

for the years ended December 31, 2019 and 2018, respectively.

We continue to generate modest revenue from this product.

Revenues from the TurtlePak TM product sales were approximately $0 and $25,000 for

the years ended December 31, 2020 and 2019, respectively.

Financial Data System

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District for the Eastern District of Texas against Apple, Inc.

December 31, 2019, we did not generate any revenue from the Financial Data Portfolio.

The case was dismissed in May 2020.

revenue for the year ended December 31, 2020 includes revenue from the Financial Data Portfolio.

rich media portfolio is directed to methods, systems, and processes that permit typical Internet users to design rich-media production

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Inc., STMicroelectronics Inc., Texas Instruments Incorporated and ZTE Corporation.

As of December 31, 2018, these actions have

As of December 31, 2018, these actions had

been settled and dismissed.

Our revenue for the year ended December 31, 2018 includes revenue from these settlements.

May 2018, Semcon brought patent infringement actions in the United States District Court for the Eastern District of Texas against

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Vuitton, SE, Shenzhen OnePlus Science & Technology Co., Ltd., and Michael Kors Holdings Ltd.

Trials have been docketed in

the TCT Mobile and Shenzhen OnePlus actions for September 14, 2020 and December 7, 2020, respectively.

All hearing and trial dates

are subject to change at the discretion of the court.

The Asus and LVMH actions were stayed pending settlement.

Michael Kors, Kyocera and Amazon actions were settled in 2019, and our revenue for the year ended December 31, 2019 includes revenue

from these settlements.

Revenue for 2018 includes license fees from the Power Management/Bus Control Portfolio.

The AsusTeK Computer Inc., TCT Mobile International Limited et.

al., LVMH Moet Hennessy Louis Vuitton,

SE, and Shenzhen OnePlus Science & Technology Co., Ltd., actions were settled in 2020 and our revenue for the year ended December

31, 2020 includes revenue from these settlements.

on Chip Portfolio

17 unchanged sentences

of Texas against Neiman Marcus Group Ltd., General Nutrition Corporation and Steve Madden, Ltd.

of December 31, 2019, the actions against Academy Ltd., Fossil Group, Inc., JC Penney Company, Inc., Tailored Brands, Inc., Harbor

Freight Tools USA, Inc., Hallmark, CC Filson, General Nutrition, Steve Madden, Ltd.

March 2021 CXT brought patent infringement suits in the United States District Court for the Eastern District of Texas against

Advanced Auto Parts, Inc., Costco Wholesale Corporation, The Sherwin-Williams Company, V.F.

Corporation and IKEA North America

Services, LLC.

actions against The Container Store, Pier 1 Imports and Stage Stores were settled in 2019 and revenue for the year ended December

31, 2019 included revenue from these settlements.

actions against Conn’s, Inc., Academy Ltd., Fossil Group, Inc., JC Penney Company, Inc., Tailored Brands, Inc., Harbor Freight

Tools USA, Inc., Hallmark, CC Filson, General Nutrition, Steve Madden, Ltd.

and Neiman Marcus Group Ltd.

The actions against Conn’s is stayed pending settlement and the actions against The Container Store, Pier 1 Imports and

Stage Stores have been settled.

Revenue for the year ended December 31, 2019 incudes revenue from these settlements.

generate revenue from the CXT Portfolio in 2018.

were resolved in 2020

and revenue for the year ended December 31, 2020 includes revenue from any related settlements.

portfolio consists of eleven United States patents and sixteen foreign patents which cover technology relating to digital image

5 unchanged sentences

We did not generate revenue from the

CXT Portfolio in 2018.

CMOS Portfolio in 2020.

portfolio consists of sixty United States patents and eight foreign patents which cover technology relating to processor and power

7 unchanged sentences

of Texas against Panasonic Corporation.

A Markman claim construction hearing in the Panasonic action is scheduled for May 21,

2020 with trial scheduled to commence on November 2, 2020.

All dates are subject to change by the Court.

did not generate revenue from the CXT Portfolio in 2019.

As of December 31, 2020, all actions were settled and dismissed and revenue for the year

ended December 31, 2020 incudes revenue from settlements.

We did not generate revenue from the M-RED Portfolio in 2019.

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 et.

Messaging Portfolio

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.

Acquired in February 2021, this portfolio consists

of eight issued United States patents which generally relate to systems and methods for processing inbound and outbound communications,

for example, determining the location of a caller and routing the inbound communication to an entity in the caller’s location.

encounter and expect to continue to encounter competition in the areas of intellectual property acquisitions for the sake of licensure

4 unchanged sentences

Entities such as Acacia Research Corporation, Document Security Systems, Inc., Intellectual

Ventures, Wi-LAN, Conversant IP, VirnetX Holding Corporation, Network-1 Security Solutions, Round Rock Research LLC, IPValue Management

Inc., Pendrell Corporation , Finjan Holdings, Inc., Inventergy Global, Inc., Netlist Inc., Parkervision Inc., Spherix Incorporated,

Intelligent Partners, Walker Innovation, Inc.

and others derive all or a substantial portion of their revenue from intellectual

Ventures, Quarterhill Inc., Conversant Intellectual Property Management Inc., VirnetX Holding Corporation, Network-1 Security

Solutions, Interdigital, Inc., IPValue Management Inc., Pendrell Corporation , Inventergy Global, Inc., Netlist Inc., Parkervision

Inc., , Walker Innovation, Inc., Daedalus Group LLC and others derive all or a substantial portion of their revenue from intellectual

property monetization activities, and we expect more entities to enter the market.

6 unchanged sentences

of the intellectual property that we are seeking to acquire or license and our ability to monetize their intellectual property

Our weak cash position may impair our ability to negotiate successfully with the intellectual property owners.

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.

companies may develop competing technologies that offer better or less expensive alternatives to intellectual property rights

5 unchanged sentences

Property Rights

have ten intellectual property portfolios:

financial data, mobile data, Turtle Pak, anchor structure, power management/bus control,

diode on chip, rich media, CXT, CMOS and M-RED.

The following table sets forth information concerning our patents and other intellectual

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.

have twelve 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 and Peregrin.

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.

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

to as Semcom, and the diode on chip portfolio is referred to as IC.

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

/ Publication

Programmable multiple company credit card

Apparatus and method for supplying

Apparatus and method for supplying information

Financial Data

Programmable multiple

company credit card system

and method for supplying information

Apparatus and method

for supplying information

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

Method and apparatus for preventing cracks

in semiconductor die

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

Method and apparatus

for preventing cracks in semiconductor die

Adaptive power control

6 unchanged sentences

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

System for on-chip temperature measurement

in integrated circuits

System for on-chip temperature measurement

in integrated circuits

System and method

for controlling communications between subsystems

System for on-chip

temperature measurement in integrated circuits

System for on-chip

temperature measurement in integrated circuits

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

Suppporting intuitive decision in complex

multi-attributive domains using fuzzy, hierarchial expert models

Database evaluation system suppporting intuitive

System for on-chip

temperature measurement in integrated circuits

Patent Proceeds

Methods, systems,

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

Online product exchange

system with price-sorted matching products

Product exchange

Suppporting intuitive

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

Automated and independently accessible inventory

information exchange system

Automated and independently accessible inventory

information exchange system

Automated and independently accessible inventory

information exchange system

System for delivering and simultaneously

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

Database evaluation

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

Automated and independently

accessible inventory information exchange system

Automated and independently

accessible inventory information exchange system

Automated and independently

accessible inventory information exchange system

System for delivering

and simultaneously displaying primary and secondary information, and for displaying only the secondary information during

interstitial space

/ Publication

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

System and method for generating, capturing,

and managing customer lead information over a computer network

Storage, management and distribution of consumer

Consumer-controlled limited and constrained

access to a centrally stored information account

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 board

Online content provider

system and method

Online content provider

system and method

Online content provider

system and method

System and method

for managing an online messaging board

Content query system

Online content tabulating

system and method

Online content tabulating

system and method

Electronic customer

service and rating system and method

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

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

Single sign-on for

access to a central data repository

Initiation of an

information transaction over a network via a wireless device

/ Publication

Consumer-controlled limited and

constrained access to a centrally stored information account

Storage, management and distribution of consumer

Branding and revenue sharing models for facilitating

storage, management and distribution of consumer information

Single sign-on for access to a central data

Initiation of an information transaction

over a network via a wireless device

Single sign-on for access to a central data

CMOS image sensor having enhanced photosensitivity

and method for fabricating the same

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

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

Complementary mos

image sensor and making method thereof

Chinese Patent

CNZL200310104488.4

Image sensing device and its manufacturing

Image sensing device

and its manufacturing method

German Patent

Photodiode used in cmos image sensing device

Photodiode used

in cmos image sensing device

French Patent

Photodiode for use in a cmos image sensor

and method for fabricating the same

Photodiode for use

in a cmos image sensor and method for fabricating the same

French Patent

Photodiodes for image sensors

Photodiodes for

image sensors

United Kingdom Patent

Photodiode for use in a cmos image sensor

and method for fabricating the same

Photodiode for use

in a cmos image sensor and method for fabricating the same

United Kingdom Patent

CMOS image sensor and method for fabricating

CMOS image sensor

and method for fabricating the same

Japanese Patent

CMOS image sensor and manufacture thereof

CMOS image sensor

and manufacture thereof

Korean Patent

CMOS image sensor and manufacturing method

CMOS image sensor

and manufacturing method thereof

Taiwanese Patent

CMOS image sensor with equivalent potential

CMOS image sensor integrated together with

memory device

CMOS image sensor integrated together with

memory device

CMOS image sensor

with equivalent potential diode

CMOS image sensor

with equivalent potential diode

CMOS image sensor

integrated together with memory device

CMOS image sensor

integrated together with memory device

Korean Patent

CMOS image sensor integrated with memory

Solid state ccd image sensor having a light

shielding layer

CMOS image sensor

integrated with memory device

Solid state ccd

image sensor having a light shielding layer

/ Publication

Korean Patent

Solid state image device and

fabrication method thereof

Solid state image sensor and method for fabricating

Method and system for single-chip camera

Photodiode having a plurality of PN junctions

and image sensor having the same

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

Pinned photodiode

of image sensor, and its manufacture

Korean Patent

Pinned photodiode of image sensor and manufacturing

method thereof

Pinned photodiode

of image sensor and manufacturing method thereof

Taiwanese Patent

Photodiode having a plurality of PN junctions

and image sensor having the same

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

Method and apparatus for evaluating a known

good die using both wire bond and flip-chip interconnects

Oscillator circuit controlled by programmable

Method, architecture and circuit for controlling

and/or operating an oscillator

Electrical sensing apparatus and method utilizing

an array of transducer elements

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

Photodiode having

a plurality of PN junctions and image sensor having the same

Photodiode having

a plurality of PN junctions and image sensor having the same

Ring oscillator

dynamic adjustments for auto calibration

Ring oscillator

dynamic adjustments for auto calibration

Ring oscillator

dynamic adjustments for auto calibration

Method and apparatus

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

Method and apparatus

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

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

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 stage

Programmable Logic

Device Including Bi-Directional Shift Register

/ Publication

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

Method of making a mechanically compliant

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

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

Multiport non-blocking

high capacity atm and packet switch

Inductor for Integrated

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

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

/ Publication

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

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

Stacking system and method

Panel stacking of BGA devices to form three-dimensional

Three-dimensional memory stacking using anisotropic

epoxy interconnections

Panel stacking of BGA devices to form three-dimensional

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

Stacking system

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

Panel stacking of

BGA devices to form three-dimensional modules

Panel stacking of

BGA devices to form three-dimensional modules

Chip stack with

differing chip package types

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

/ Publication

Chip stack with differing chip

package types

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

Method for fabricating metal interconnected

Method for fabricating metal oxide semiconductor

Stackable ball grid array module and method

Semiconductor device with high-temperature-stable

gate electrode for sub-micron applications and fabrication thereof

Semiconductor device with high-temperature-stable

gate electrode for sub-micron applications and fabrication thereof

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

Semiconductor device

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

Semiconductor device

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

Korean Patent

Method of manufacturing a semiconductor device

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

/ Publication

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

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

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

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

Inductive Component,

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

Component Or Integrated Transformer

/ Publication

Japanese Patent

Method of manufacturing a semiconductor device

Method of manufacturing

a semiconductor device

Japanese Patent

Electric sensor device, method for generating

electric signal from array of converter element

of Intellectual Property from Intellectual Ventures Entities

October 22, 2015, pursuant to an agreement with an effective date of July 8, 2015, as amended, between us and Intellectual Ventures,

we purchased three groups of patents from Intellectual Ventures for a purchase price of $3,000,000, which was paid in three annual

installments of $1,000,000 from the proceeds of our loans from United Wireless.

Contemporaneously with our acquisition of the

patents, we granted Intellectual Ventures a security interest in the patents transferred to us as security for the payment of

the balance of the purchase price.

Intellectual Ventures released its security interest upon receipt of the third installment

payment in November 2017.

The patent portfolios which we acquired from Intellectual Ventures are the anchor structure portfolio,

the power management/bus control portfolio and the diode on chip portfolio.

July 28, 2017, CXT, entered into an agreement with IV 34/37 pursuant to which CTX paid IV 34/37 $25,000 and IV34/37 transferred

to CXT all right, title and interest in a portfolio of the thirteen United States patents that constitute the CXT Portfolio.

the agreement, CXT will distribute 50% of net proceeds, as defined, to IV 34/37 as long as we generate revenue from the portfolio.

The $25,000 payment to IV 34/37 represents the proceeds of a loan from United Wireless and was paid directly to IV34/37.

The agreement

with IV 34/37, as amended on January 26, 2018, provides that if, on December 31, 2018, December 31, 2019 and December 31, 2020,

cumulative distributions to IV 34/37 total less than $100,000, $375,000 and $975,000, respectively, CXT shall pay the difference

between such cumulative amounts and the amount paid to IV 34/37 within ten days after the applicable date.

The $25,000 advance

is treated as an advance against distributions of net proceeds payable to IV 34/37.

The useful lives of the patents, at the date

of acquisition, was 5-6 years.

Neither we nor any affiliate of CXT has guaranteed the minimum payments.

CXT’s obligations

under the agreement are secured by a security interest in the proceeds (from litigation or otherwise) from the CXT Portfolio.

The patent portfolio which we acquired from IV 34/37 is the CXT portfolio.

January 26, 2018, CXT entered into an agreement with IV 62/71 pursuant to which CXT advanced IV 62/71 $10,000 at closing and IV

62/71 assigned to CXT all right, title, and interest in a portfolio of sixteen United States patents and three pending applications.

Under the agreement, CXT will distribute 50% of net proceeds, as defined, to IV 62/71 as long as we generate net proceeds from

the portfolio.

The initial $10,000 advance is treated as an advance toward our future distributions of net proceeds payable to

CXT’s obligations under the agreement are secured by a security interest in the proceeds (from litigation or otherwise)

from the CXT Portfolio.

We agreed to modify the monetization proceeds agreement between CXT and United Wireless to include the

patents acquired from IV 62/71.

January 26, 2018, PIS, entered into an agreement with IV 64 pursuant to which PIS advanced $10,000 to IV 64 at closing and IV

64 assigned to PIS all right, title, and interest in the CMOS Portfolio.

Under the agreement, PIS will distribute to IV 64 70%

of the first $1,500,000 of revenue, as defined in the agreement, 30% of the next $1,500,000 of revenue and 50% of revenue over

with the $10,000 advance being treated as an advance against the first distributions of net proceeds payable to IV

obligations under the monetization proceeds agreement are secured by a security interest in the proceeds (from

litigation or otherwise) from the portfolio.

March 15, 2019, M-RED entered into an agreement with Intellectual Ventures Assets 113 LLC and Intellectual Ventures Assets 108

LLC (“IV 113/108”) pursuant to which M-RED paid IV 113/108 $75,000 and IV 113/108 transferred to M-RED all right,

title and interest in the M-RED Portfolio.

Under the agreement, M-RED will distribute 50% of net proceeds, as defined, to IV 113/108,

as long as we generate revenue from the M-RED Portfolio.

The agreement with IV 113/108 provides that if, on September 30, 2020,

September 30, 2021 and September 30, 2022, cumulative distributions to IV 113/108 total less than $450,000, $975,000 and $1,575,000,

respectively, M-RED shall pay the difference between such cumulative amounts and the amount paid to IV 113/108 within ten days

after the applicable date.

The $75,000 advance is treated as an advance against distributions of net proceeds first payable to

The useful lives of the patents, at the date of acquisition, was approximately nine years.

Neither we nor any affiliate

of M-RED has guaranteed the minimum payments.

M-RED’s obligations under the agreement with IV 113/108 are secured by a security

interest in the proceeds (from litigation or otherwise) from the M-RED Portfolio.

The patent portfolio which we acquired from

IV 113/108 is the M-RED portfolio which is described under “Business –

Our Intellectual Property Portfolios.”

with United Wireless

of December 31, 2019, United Wireless had transferred the note and assigned all of its remaining rights under the agreements to

Intelligent Partners.

As a result, Intelligent Partners holds the rights under the notes and the agreements we signed with United

Intelligent Partners is an affiliate of United Wireless.

October 22, 2015, we entered into a series of agreements with United Wireless:

to a securities purchase agreement between us and five of our subsidiaries (Quest Licensing Corporation, Wynn Technologies, Inc.,

Mariner IC Inc., Semcon IP Inc., and IC Kinetics Inc.), at the closing, United Wireless agreed to lend us a total of $4,250,000.

As of December 31, 2019 United Wireless has lent us $3,900,000, of which $3,000,000 was used to purchase the intellectual property

from Intellectual Ventures in three annual installments of $1,000,000, with the final installment in November 2017, $25,000 was

used to purchase intellectual property from IV 34/37 and the balance of $875,000 was used for working capital, including expenses

relating to the agreements with United Wireless.

Pursuant to the loan agreement, we issued to United Wireless our 10% promissory

The terms of the notes are described under “Promissory Notes.”

to the securities purchase agreement, at the closing we sold to United Wireless 50,000,000 shares of common stock for $250,000,

or $0.005 per share.

to the securities purchase agreement, we granted United Wireless an option to purchase a total of 50,000,000 shares, with exercise

prices of $0.01 per share as to 16,666,667 shares, which may be exercised from September 30, 2016 through September 30, 2020,

$0.03 per share as to 16,666,667 shares, which may be exercised from September 30, 2017 through September 30, 2020, and $0.05

per share as to 16,666,666 shares, which may be exercised from September 30, 2018 through September 30, 2020.

Wireless agreed to make loans to us for payment of the second and third $1,000,000 payments due to Intellectual Ventures regardless

of whether we are in compliance with our obligations under the securities purchase agreement or our other agreements with United

of the notes to be issued to United Wireless, whether in respect of the purchase of the patent rights from Intellectual Ventures

or for working capital, will have the same terms and conditions, including default provisions and conversion rights.

that certain events of default, which are called Conversion Eligible Events of Default, shall have occurred and are continuing

on the date a $1,000,000 payment is due to Intellectual Ventures, United Wireless shall have the obligation to make the payment,

and immediately upon the United Wireless’

payment to Intellectual Ventures, we shall be deemed to have assigned, transferred

and conveyed to United Wireless and/or its nominee full, absolute and unconditional title to and ownership of the stock of three

subsidiaries that hold the patents acquired from Intellectual Ventures, and our obligations on the notes including the conversion

rights, to the extent that the notes relate to the payment of the purchase price of the patents from Intellectual Venture, terminate,

and United Wireless will have no further obligation to make working capital loans to us.

On November 15, 2017, when the last payment

was made to Intellectual Venture, no Conversion Eligible Event of Default had occurred.

As of the December 31, 2019, of the approximately

$4,790,590 note that is outstanding, $3,000,000 relates to the purchase of the patents from Intellectual Ventures, $25,000 relates

to the purchase of intellectual property from IV 34/37, $875,000 relates to working capital, including expenses relating to the

agreement with United Wireless, approximately $773,000 relates to interest accrued through, and added to principal on September

30, 2016, 2017 and 2018 in accordance with the terms of the note and $117,780 relates to interest accrued through December 31,

October 2015, we entered into a monetization proceeds agreement pursuant to which United Wireless received the right to receive

15% of the net monetization proceeds received from (a) the patents acquired by us from Intellectual Ventures and (b) the patents

in our mobile data and financial data intellectual property portfolios.

On July 31, 2017, we entered into a monetization agreement

with United Wireless pursuant to which we agreed to pay United Wireless 7.5% of the net monetization proceeds from the patents

acquired by CXT.

This obligation was recorded as an expense and is reflected in interest expenses.

CXT’s obligations under

the monetization proceeds agreement are secured by a security interest in the proceeds (from litigation or otherwise) from the

CXT Portfolio.

The security interest in the proceeds from the CXT Portfolio is junior to the security interest held by IV 34/37

in the CXT Portfolio and proceeds thereof.

We agreed to amend the monetization proceeds agreement between CXT and United Wireless

to include the patents acquired from IV 62/71.

obligations under our agreements with United Wireless, including our obligations under all notes issued to United Wireless and

the monetization proceeds agreement, are secured by a pledge of the stock of the three subsidiaries that hold the patents acquired

from Intellectual Ventures and by the proceeds from the intellectual property represented by (i) the patents acquired from Intellectual

Ventures and (ii) the intellectual property in the mobile data and financial data portfolios.

of our subsidiaries, Quest Licensing, Wynn, Mariner, Semcon, and IC, guaranteed our obligations to United Wireless.

granted United Wireless certain registration rights with respect to (i) the 50,000,000 shares of common stock purchased by United

Wireless at the closing, (ii) the 50,000,000 shares of common stock issuable upon exercise of the purchase options, and (iii)

in the event that the notes become convertible, to the extent that the note holders request, the shares of common stock issuable

upon conversion of the notes.

agreed that, within 135 days from the closing date ( i.e.

, by March 2, 2016), we would increase our authorized common stock

from 390,000,000 shares to 1,250,000,000 shares, and, in the event that, in the future, the number of authorized shares of common

stock is not sufficient to enable the full conversion of the notes, we will have 135 days to take corporate action, as necessary,

so as to have a sufficient number of shares, including to increase the common stock (or effect a reverse split or a combination

of an increase in the authorized common stock and a reverse split) to an amount requested by United Wireless, or absent such request,

as we believe to be necessary such that there will be sufficient shares of common stock available for full conversion of the notes.

United Wireless agreed to vote its shares or give its consent in connection with any such increase in authorized common stock.

On January 22, 2016, we filed an amended and restated certificate of incorporation which increased our authorized common stock

to 1,250,000,000 shares.

On June 15, 2017, we amended our certificate of incorporation to increase our authorized common stock

to 10,000,000,000 shares.

In the event that, in the future, we do not have sufficient shares to permit conversion of the notes

and the exercise of the options, we will have to either increase our authorized common stock or effect a reverse split in order

that we are in compliance with the authorized share requirement.

The failure to have sufficient authorized common stock may result

in a Conversion Eligible Event of Default.

agreed with United Wireless that, as long as United Wireless’

stockholdings exceed 10%, United Wireless has the right to

designate one member of the board of directors and at such time and for as long as United Wireless’

stockholdings exceed

24.9%, United Wireless may nominate a second director to the board.

Unless a Conversion Eligible Event of Default shall have occurred,

United Wireless agreed not to seek to elect a majority of the board for a period of at least three years from the closing date.

We agreed that the size of the board would not exceed five during the two years following the closing date.

six months from the closing date, if the shares owned by United Wireless cannot be sold pursuant to a registration statement and

cannot be sold pursuant to Rule 144 without our being in compliance with the current public information requirements of Rule 144,

if we are not in compliance with the current public information requirements, the agreements provide for the payment of damages

to United Wireless.

securities purchase agreement, the note issued at the closing, the monetization proceeds agreement, the patent proceeds security

agreement, the pledge and security agreement and the registration rights agreement are exhibits to this annual report.

The description

of these agreements are summaries only and are qualified in their entireties by the agreements filed as exhibits.

promissory notes bear interest at 10% per annum and mature on September 30, 2020.

Interest accrues through September 30, 2018,

with accrued interest being added to principal on each of September 30, 2016, 2017 and 2018.

Subsequent to September 30, 2018,

we are to pay interest quarterly, with the first interest payment being due on December 31, 2018.

We have the right to prepay

the notes in whole at any time and in part from time to time.

Although the notes have no conversion rights, if a Conversion Eligible

Event of Default occurs, the notes become convertible at a conversion price equal to 90% of the closing sale price of our common

stock on the principal market on which the common stock is trading on the trading day immediately preceding the date the holder

gives notice of conversion.

As required under our agreements with United Wireless, we have increased our authorized common stock

to 10,000,000,000 shares.

However, we cannot assure you that such number of shares would be sufficient to permit conversion of

the notes in full if a Conversion Eligible Event of Default should occur.

We are required to have reserved from our authorized

and unissued common stock, 130% of the number of shares of common stock as shall be necessary for issuance upon conversion of

Eligible Events of Default include the breach of selected representations and warranties and covenants contained in the securities

purchase agreement and the note, including our failure to pay principal of any note or interest and other charges in excess of

Although the observance of these covenants is generally within our control, one of the provisions which would trigger

a Conversion Eligible Event of Default is our inability to have sufficient shares reserved for issuance upon conversion of the

notes for more than 135 consecutive days from the date of such inability.

Because there is no fixed conversion price, this reserve

requirement is outside of our control.

holders of the notes also have the right to demand redemption of the notes at 110% of the principal amount of the note in the

event of a change of control.

Proceeds Agreement

to the monetization proceeds agreement, United Wireless has a right to receive 15% of the net monetization proceeds from (i) the

patents acquired by us from Intellectual Ventures and (ii) the patents in our mobile data and financial data intellectual property

The agreement has no termination provisions, so United Wireless will be entitled to its percentage interest as long

as revenue can be generated from the intellectual property covered by the agreement.

monetization proceeds represent the amount by which any consideration received from the patents, including royalty payments and

amounts received as a result of litigation relating to the patents exceeds monetization expenses, including legal fees, and certain

other expenses, but not operating expenses not relating to the monetization activities, including patent litigation.

The percentage

payable with respect to monetization proceeds from the mobile data and financial data intellectual property (but not the patents

acquired from Intellectual Ventures) is reduced in the event that United breaches its agreement to make working capital loans

pursuant to the securities purchase agreement.

of Security Interest

of the notes and our obligations under the monetization proceeds agreement as well as the other obligations under the agreements

with United Wireless is secured by a security interest in all proceeds (from litigation or otherwise) from the (i) the patents

acquired from Intellectual Ventures and (ii) the intellectual property in the mobile data and financial data portfolios, and a

pledge of the stock of the three subsidiaries which hold the patents acquired from Intellectual Ventures.

Rights Agreement

to a registration rights agreement, we agreed to file a registration statement with the SEC covering the 50,000,000 shares of

common stock issued to United Wireless at the closing and the 50,000,000 shares of common stock issuable upon exercise of the

purchase option.

We are required to file the registration statement within 60 days of the October 22, 2015 closing, which is December

21, 2015, and have the registration statement declared effective by the SEC within 120 days of the closing if the registration

statement is not subject to a full review by the SEC and 180 days if the registration statement is subject to a full review.

filed the registration statement on December 14, 2015 and it was declared effective by the SEC on February 11, 2016.

We are required

to maintain the effectiveness of the registration statement until United Wireless (or its transferees) may sell all the shares

covered by the registration statement without restriction or limitation pursuant to Rule 144 and without the requirement to be

in compliance with Rule 144(c)(1).

We are also required to file a registration statement covering the shares issuable upon conversion

of the notes upon request by the note holders.

The notes do not become convertible until and unless there is a Conversion Eligible

Event of Default, and the failure to maintain the effectiveness of the registration statement is not a Conversion Eligible Event

The registration rights agreement provides for us to pay damages in the event that we do not meet the required deadlines

or do not maintain the effectiveness of the registration statement.

The damages are computed at 1.5% of the aggregate purchase

price paid for such securities, which was $250,000 on the date we fail to maintain the effectiveness of the registration statement

and each 30 days thereafter.

Electric sensor

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

System and method