What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-03-24 compared with 2020-04-28 · 97 added, 163 removed, 286 unchanged (48% of the section changed)

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Quarter ended March 31

of April 24, 2020, we had 214,421,364 shares of common stock, par value $0.001 per share, issued and outstanding, which

were held by approximately 228 shareholders of record.

of March 18, 2021, we had 297,346,254 shares of common stock, par value $0.001 per share, issued and outstanding,

which were held by approximately 236 shareholders of record.

Our transfer agent is Pacific Stock Transfer, 6725 Via Austi Pkwy,

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stock units (“

RSUs ”) under the 2015 Plan were authorized, but as of April 24, 2020, 385,000 had been

RSUs ”) under the 2015 Plan were authorized, but as of March 18, 2021, 385,000 had been

Sales of Unregistered Securities

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During the Quarter Ended December 31, 2020

the months of October 2019, the Company issued 5.375.000 shares of common stock in consideration for the conversion of 430,000

shares of Series B Convertible Preferred issued to accredited investors.

the month of October 2019, the Company issued 385,000 shares of common stock in conversion of fully vested restricted stock units.

the month of December 2019, the Company issued 500,000 shares of common stock in settlement of an outstanding payable to the Company’s

former Chief Executive Officer.

the month of November 2020, the Company issued 933,750 shares of common stock in the exchange of 1,867,500 warrants to an accredited

the month of December 2020, the Company issued 7,207,400 shares of common stock in consideration for the conversion of 576,592

shares of Series B Convertible Preferred issued to an accredited investor.

the month of December 2020, the Company issued 4,759,435 shares of common stock in the cashless exercise of 6,860,000 warrants.

December 2020, the Chief Executive Officer, exercised 2,500,000 options into shares of common stock valued at $60,000.

addition, the Company raised $1,138,800 in the Regulation A+ from November 30, 2020 through December 3, 2020 and issued 42,177,778

shares of common stock and sold 19,200,000 warrants for $19,200 in these offerings.

Subsequent to December 31, 2020

Company issued a convertible note in the amount of $100,000 to an accredited investor.

The note bears interest at 8% per annum

and matures March 31, 2020.

The Company granted 1,250,000 warrants with an exercise price of $0.06 per share and a term of two

years with this note and amended 1,312,500 previously issued warrants held by the investor to provide for a $.06 exercise price

and an expiration date of March 31, 2022.

of the notes (convertible and non-convertible) that had a maturity date of January 15, 2020 were in default, resulting in a default

interest rate of 12.5% from this date through the date they were converted effective March 31, 2020.

January 2020, the Company converted 435,990 shares of Series C Convertible Preferred stock into 5,449,875 shares of common stock.

March 2020, the Company entered into agreements to issue 4,640,000 shares of common stock conditioned upon the qualification of

the offer and sale of such shares under Regulation A+ for $125,280.

Additionally, the Company agreed to issue 2,320,000 warrants

with a term of two years and an exercise price of $.045 for a purchase price of $1,243.

In addition, certain holders of convertible

promissory notes entered into agreements to exchange certain notes totaling $526,113, including $415,000 in principal amount,

$23,427 in accrued interest and an exchange premium as provided for in the note agreements of $87,686 into 19,485,668 shares of

common stock effective upon the qualification of the offer and sale of such shares under Regulation A+.

In connection with the

holder’s agreement to enter into the exchange, the Company intends to issue 2,075,000 warrants with a two-year term and

an exercise price of $0.045 per share and amend 4,400,000 previously issued warrants to provide for a $.045 exercise price and

an expiration date of March 31, 2022.

January 2021, the Company issued 1,259,250 shares of common stock in conversion of a convertible note payable of $50,000 and accrued

interest of $370.

This conversion resulted in a loss on conversion of $176,295.

January 2021, the Company issued 3,423,968 shares of common stock in the cashless exercise of 4,875,000 warrants.

In January 2021, the

Company issued 384,445 shares of common stock in conversion of accounts payable in the amount of $50,000.

SELECTED FINANCIAL DATA.

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$ (1,610,097 )

$ (7,702,845 )

and Cost of Goods Sold

had no revenue for the year ended December 31, 2018, compared to $9,500 in revenue for the year ended December 31, 2019, a period

over period increase of $9,500.

had $7,000 in revenues for the year ended December 31, 2020, compared to $9,500 in revenue for the year ended December 31, 2019,

a period over period decrease of $2,500.

These revenues are reflected net of discounts.

The increase was a result of the Company’s

The decrease was a result of the Company’s

recognition of their sales for IsoPet®.

had no cost of goods sold for the year ended December 31, 2018, compared to $6,028 in cost of goods sold for the year ended December

31, 2019, a period over period increase of $6,028.

The increase was a result of the Company’s recognition of their sales

and related costs of goods sold for IsoPet®.

had $5,608 in cost of goods sold for the year ended December 31, 2020, compared to $6,028 in cost of goods sold for the year ended

December 31, 2019, a period over period decrease of $420.

The decrease was a result of the Company’s recognition of their

sales for IsoPet®.

does not anticipate that the Company will generate sufficient revenue to sustain operations until such time as the Company secures

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December 31, 2019

Sales and marketing expense

Professional fees

Reserved stock units granted

Stock options and warrants granted

Stock options and warrants consideration

Payroll expense

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The decrease in operating

expense from 2018 to 2019 is attributable to decreased sales and marketing expense ($11,500 for the year ended December 31, 2018

versus $0 for the year ended December 31, 2019) due to slow down in operations as a result of cash flow issues the Company incurred,

decreased stock options and warrants granted ($1,164,885 for the year ended December 31, 2018 versus $608,588 for the year ended

December 31, 2019) as a result of granting of options with respect to revised employment agreements and increase in warrant grants

as a result of the Path Forward agreements in 2018, decreased research and development ($104,208 for the year ended December 31,

2018 versus $67,584 for the year ended December 31, 2019) as a result of slow-down in operations as a result of cash flow issues,

decreased general and administrative expense ($98,638 for the year ended December 31, 2018 versus $74,327 for the year ended December

31, 2019), decreased payroll expense ($315,000 for the year ended December 31, 2018 versus $120,000 for the year ended December

31, 2019) as a result of lack of cash flow to pay the employees and decreased professional fees ($682,217 for the year ended December

31, 2018 versus $462,952 for the year ended December 31, 2019), which resulted from reduced consulting expenses as the Company

was restructuring debt in the last six months of the year for 2018.

expense from 2019 to 2020 is attributable to a slow down in operations as a result of cash flow issues the Company incurred, decreased

stock options and warrants granted ($608,588 for the year ended December 31, 2019 versus $2,176 for the year ended December 31,

2020) as a result of granting of options with respect to revised employment agreements, increased research and development ($67,584

for the year ended December 31, 2019 versus $84,668 for the year ended December 31, 2020) as a result of a ramp up in testing,

increased general and administrative expense ($74,327 for the year ended December 31, 2019 versus $109,033 for the year ended

December 31, 2020), and decreased professional fees ($462,952 for the year ended December 31, 2019 versus $243,942 for the year

ended December 31, 2020), which resulted from decreased consulting expenses of the Company, as the Company was focused on product

Non-Operating

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Interest expense

$ (5,649,546 )

Net gain (loss) on settlement of debt

Recognized income from grants

Gain (loss) on derivative liability

Forgiveness of debt

$ (5,213,208 )

Non-operating

income (expense) for the year ended December 31, 2019 varied from the year ended December 31, 2018 primarily due to the difference

in the gain (loss) on derivative liability of $595,334 (a $186,846 loss on derivative liability in 2018 versus a $0 loss on derivative

liability in 2019), and the difference in the gain (loss) on settlement of debt of $658,451 (a $605,601 gain on settlement of

debt in 2018 versus a $18,744 loss on settlement of debt in 2019).

Additionally, there was a decrease in interest expense of $5,388,172,

attributable to the notes payable activity from 2018 to 2019.

Overall, the decrease in non-operating expenses, net was the result

of additional interest expense as a result of the convertible debentures the Company entered into in 2018.

Company’s net loss for the years ended December 31, 2019 and 2018 was $1,610,097 and $7,702,845, respectively, as a result

of the items described above.

income (expense) for the year ended December 31, 2020 varied from the year ended December 31, 2019 primarily due to an increase

in interest expense, attributable to the notes payable activity from 2019 to 2020.

Company’s net loss for the years ended December 31, 2020 and 2019 was $956,992 and $1,610,097, respectively, as

a result of the items described above.

and Capital Resources

December 31, 2019, the Company had negative working capital of $1,479,689, as compared to negative working capital of $942,174

at December 31, 2018.

During the year ended December 31, 2019, the Company experienced negative cash flow from operations of $837,113

and realized $852,000 of cash flows from financing activities.

December 31, 2020, the Company had working capital of $32,034, as compared to negative working capital of $1,479,689 at December

During the year ended December 31, 2020, the Company experienced negative cash flow from operations of $875,807 and

realized $1,759,130 of cash flows from financing activities.

As of December 31, 2020, the Company did not have any commitments

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Cash used in operating activities was primarily a result of the Company’s non-cash items, such as loss from operations,

loss on preferred and common stock and stock options and warrants issued for services and other expenses, and settlement of debt,

and the loss realized from derivative liabilities.

Cash provided from financing activities increased from $697,631 for the year

ended December 31, 2018 to $852,000 for the year ended December 31, 2019.

The increase in cash provided from financing activities

was primarily a result of increase in proceeds from convertible debt and related parties offset by proceeds received from the

sale of common and preferred stock.

loss on preferred and common stock and stock options and warrants issued for services and other expenses.

Cash provided from financing

activities increased from $852,000 for the year ended December 31, 2019 to $1,759,130 for the year ended December 31, 2020.

increase in cash provided from financing activities was primarily a result of increase in proceeds from the Regulation A+ where

the Company raised $1,662,780 from common stock and warrant issuances, $60,000 from the exercise of stock options,

plus proceeds of $150,000 from convertible notes, which $50,000 was repaid.

In 2019, the Company raised $737,000 from related

parties and through convertible notes.

Company has generated material operating losses since inception.

The Company had a net loss of $1,610,097 for the year ended December

31, 2019, and a net loss of $7,702,845 for the year ended December 31, 2018.

The Company expects to continue to experience net

operating losses for the foreseeable future.

Historically, the Company has relied upon investor funds to maintain its operations

and develop the Company’s business.

The Company anticipates raising additional capital within the next twelve months for

working capital as well as business expansion, although the Company can provide no assurance that additional capital will be available

on terms acceptable to the Company, if at all.

If the Company is unable to obtain additional financing to meet its working capital

requirements, it may have to curtail its business or cease all operations.

The Company recently completed its Regulation A+ with

the Securities and Exchange Commission and went effective in November 2019.

Company currently requires funding of at least $2.3 million per year to maintain current operating activities.

Over the next 24

months, the Company believes it will cost approximately $5.0 million to $10.0 million to:

(1) fund the FDA approval process and

initial deployment of RadioGel™

and other brachytherapy products and (2) initiate regulatory approval processes outside

of the United States.

The continued deployment of the Company’s brachytherapy products, including RadioGel™, and a

worldwide regulatory approval effort will require additional resources and personnel.

The principal variables in the timing and

amount of spending for the brachytherapy products in the next 12 to 24 months will be the FDA’s classification of the Company’s

brachytherapy products as Class II or Class III devices (or otherwise) and any requirements for additional studies, which may

possibly include clinical studies.

Thereafter, the principal variables in the amount of the Company’s spending and its financing

requirements would be the timing of any approvals and the nature of the Company’s arrangements with third parties for manufacturing,

sales, distribution and licensing of those products and the products’

The Company had a net loss of $956,992 for the year

ended December 31, 2020, and a net loss of $1,610,097 for the year ended December 31, 2019.

The Company expects to continue to

experience net operating losses for the foreseeable future.

Historically, the Company has relied upon investor funds to maintain

its operations and develop the Company’s business.

The Company anticipates raising additional capital within the next twelve

months for working capital as well as business expansion, although the Company can provide no assurance that additional capital

will be available on terms acceptable to the Company, if at all.

If the Company is unable to obtain additional financing to meet

its working capital requirements, it may have to curtail its business or cease all operations.

Company requires funding of at least $1.8 million per year to maintain current operating activities.

Over the next 24 months,

the Company believes it will cost approximately $9 million to fund:

(1) fund the FDA approval process to conduct human clinical

trials, (2) conduct Phase I, pilot, clinical trials, (3) activate several regional clinics to administer IsoPet ®

the county, (4) create an independent production center within the current production site to create a template for future international

manufacturing, and (5) initiate regulatory approval processes outside of the United States.

principal variables in the timing and amount of spending for the brachytherapy products in the next 12 to 24 months will be the

FDA’s classification of the Company’s brachytherapy products as Class II or Class III devices (or otherwise) and any

requirements for additional studies, which may possibly include clinical studies.

Thereafter, the principal variables in the amount

of the Company’s spending and its financing requirements would be the timing of any approvals and the nature of the Company’s

arrangements with third parties for manufacturing, sales, distribution and licensing of those products and the products’

success in the U.S.

and elsewhere.

The Company intends

to fund its activities through strategic transactions such as licensing and partnership agreements or additional capital raises.

The Company intends to fund its activities through strategic transactions such as licensing

and partnership agreements or additional capital raises.

the Company is seeking to raise additional capital and has engaged in numerous discussions with investment bankers and investors,

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License Agreement with Battelle Memorial Institute

was paid December 30, 2020

March 2012, the Company entered into an exclusive license agreement with Battelle Memorial Institute regarding the use of its

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Company evaluates the recoverability of intangible assets, including patents and intellectual property on a continual basis.

factors are used to evaluate intangibles, including, but not limited to, management’s plans for future operations, recent

operating results and projected and expected undiscounted future cash flows.

May 2014, the Financial Accounting Standards Board (“

FASB ”) issued Accounting Standard Update (“

May 2014, the Financial Accounting Standards Board (“ FASB ”) issued Accounting Standard Update (“ ASU ”)

2014-09, Revenue from Contracts with Customers (Topic 606).

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the goods transferred, verify that the contract has commercial substance and verify that collection of substantially all consideration

The adoption of ASC 606 did not have an impact on the Company’s operations or cash flows.

from Grants and Deferred Income

grants are recognized when all conditions of such grants are fulfilled or there is reasonable assurance that they will be fulfilled.

The Company has chosen to recognize income from grants as it incurs costs associated with those grants, and until such time as

it recognizes the grant as income those funds received will be classified as deferred income on the balance sheet.

The adoption of ASC 606 did not have an impact on the Company’s operations or cash flows.

Loss Per Share

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and development is classified as research and development expense in the year computed.

Company accounts for income taxes under FASB ASC Topic 740-10-25 (“

ASC 740-10-25 ”).

Company accounts for income taxes under FASB ASC Topic 740-10-25 (“ ASC 740-10-25 ”).

Under ASC 740-10-25, deferred

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that includes the enactment date.

Tax Cuts and Jobs Act (the “

Act ”) was enacted on December 22, 2017.

The Act reduces the US federal corporate

tax rate from 35% to 21%, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that

were previously tax deferred and creates new taxes on certain foreign sourced earnings.

These amounts are provisional and subject

The most significant impact of the legislation for the Company was a $3,300,000 reduction of the value of net deferred

tax assets (which represent future tax benefits) as a result of lowering the U.S.

corporate income tax rate from 35% to 21%.

Act also includes a requirement to pay a one-time transition tax on the cumulative value of earnings and profits that were previously

not repatriated for U.S.

income tax purposes.

The Company has no earnings and profits that were previously not repatriated for

income tax purposes.

Company does not anticipate any changes to its provision for income taxes for the tax bill that has gone into effect for fiscal

years ending starting in 2018.

Company files income tax returns in the U.S.

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costs and penalties related to income taxes, if any, will be classified as interest expense and general and administrative costs,

respectively, in the Company’s financial statements.

For the years ended December 31, 2020 and 2019, the Company did not

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Value of Financial Instruments

Company adopted ASC Topic 820 (“

Fair Value Measurements ”) as of January 1, 2008 for financial instruments measured

Company adopted ASC Topic 820 (“ Fair Value Measurements ”) as of January 1, 2008 for financial instruments measured

as fair value on a recurring basis.

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drivers are unobservable.

Company recognizes compensation costs to employees under FASB ASC Topic 718, Compensation –

Stock Compensation.

718, companies are required to measure the compensation costs of share-based compensation arrangements based on the

grant-date fair value and recognize the costs in the financial statements over the period during which employees are required

to provide services.

Share based compensation arrangements include stock options, restricted share plans, performance-based awards,

share appreciation rights and employee share purchase plans.

As such, compensation cost is measured on the date of grant at their

Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant.

instruments issued to other than employees are recorded on the basis of the fair value of the instruments, as required by FASB

ASC Topic 505, Equity Based Payments to Non-Employees.

In general, the measurement date is when either a (a) performance commitment,

as defined, is reached or (b) the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested.

The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular

grant as defined in the FASB Accounting Standards Codification.

Company recognizes compensation costs under FASB ASC Topic 718, Compensation – Stock Compensation and ASU 2018-07.

are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value

and recognize the costs in the financial statements over the period during which employees are required to provide services.

based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights

and employee share purchase plans.

As such, compensation cost is measured on the date of grant at their fair value.

Such compensation

amounts, if any, are amortized over the respective vesting periods of the option grant.

Liabilities and Beneficial Conversion Feature

Company evaluates its convertible debt, options, warrants or other contracts, if any, to determine if those contracts or embedded

components of those contracts qualify as derivatives to be separately accounted for in accordance with Accounting Standards Codification

Topic 815, Accounting for Derivative Instruments and Hedging Activities (“

ASC 815 ”) as well as related interpretations

of this standard and Accounting Standards Update 2017-11, which was adopted by the Company effective January 1, 2018.

In accordance

with this standard, derivative instruments are recognized as either assets or liabilities in the balance sheet and are measured

at fair values with gains or losses recognized in earnings.

Embedded derivatives that are not clearly and closely related to the

host contract are bifurcated and are recognized at fair value with changes in fair value recognized as either a gain or loss in

Company evaluates its convertible debt, options, warrants or other contracts, if any, to determine if those contracts or

embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with Accounting

Standards Codification Topic 815, Accounting for Derivative Instruments and Hedging Activities (“ ASC 815 ”)

as well as related interpretations of this standard and Accounting Standards Update 2017-11, which was adopted by the Company

effective January 1, 2018.

In accordance with this standard, derivative instruments are recognized as either assets or

liabilities in the balance sheet and are measured at fair values with gains or losses recognized in earnings.

derivatives that are not clearly and closely related to the host contract are bifurcated and are recognized at fair value

with changes in fair value recognized as either a gain or loss in earnings.

result of this accounting treatment is that the fair value of the derivative instrument is marked-to-market each balance sheet

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The Beneficial

Conversion Feature (“BCF”) is normally characterized as the convertible portion or feature that provides a rate of

conversion that is below market value or in the money when issued.

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

What changed 10-K

Item 5. Market for Registrant’s Common Equity