What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2024-03-18 compared with 2023-03-01 · 51 added, 48 removed, 19 unchanged (84% of the section changed)

5 unchanged sentences

particularly because our common stock is traded infrequently, may not necessarily represent actual transactions or a liquid trading market.

Quarter ended December 31

Quarter ended September 30

Quarter ended June 30

Quarter ended March 31

Quarter ended December 31

Quarter ended September 30

Quarter ended June 30

Quarter ended March 31

of March 1, 2023, we had 362,541,528 shares of common stock, par value $0.001 per share, issued and outstanding, which were held by approximately

223 shareholders of record.

Our transfer agent is Pacific Stock Transfer, 6725 Via Austi Pkwy, Suite 300, Las Vegas, NV 89119.

ended December 31

ended September 30

ended June 30

ended March 31

ended December 31

ended September 30

ended June 30

ended March 31

of March 18 , 2024, we had 389,894,033 shares of common stock, par value $0.001 per share,

issued and outstanding, which were held by approximately 223 shareholders of record.

transfer agent is Pacific Stock Transfer, 6725 Via Austi Pkwy, Suite 300, Las Vegas, NV 89119.

Authorized for Issuance Under Equity Compensation Plans

1 unchanged sentence

approved by stockholders and equity compensation plans not previously approved by stockholders.

Equity Compensation Plan Information

Plan Category

Number of securities to be issued upon exercise of outstanding

options, warrants

Compensation Plan Information

of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average

exercise price of

outstanding options,

warrants and rights

Number of securities remaining available for future issuance under

equity compensation

plans (excluding

securities reflected in

Equity compensation plans approved by stockholders

Equity compensation plans not approved by stockholders

exercise price of outstanding options, warrants and rights

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

compensation plans approved by stockholders

compensation plans not approved by stockholders

34,115,309 (1)

2 unchanged sentences

Omnibus Securities and Incentive Plan

October 2015, our Board of Directors and stockholders approved the adoption of the 2015 Omnibus Securities and Incentive Plan (the “ 2015

The 2015 Plan authorizes an aggregate number of shares of common stock for issuance to all employees of the Company

or any subsidiary of the Company, any non-employee director, consultants and independent contractors of the Company or any subsidiary,

and any joint venture partners (including, without limitation, officers, directors and partners thereof) of the Company or any subsidiary.

The aggregate number of shares that may be issued under the Plan shall not exceed twenty percent (20%) of the issued and outstanding

shares of common stock on an as converted primary basis on a rolling basis.

For calculation purposes, the As Converted Primary Shares

(as defined in the 2015 Plan) shall include all shares of common stock and all shares of common stock issuable upon the conversion of

outstanding preferred stock and other convertible securities, but shall not include any shares of common stock issuable upon the exercise

of options, warrants and other convertible securities issued pursuant to the 2015 Plan.

As of December 31, 2022, the Converted Primary

Shares calculation results in 32,836,047 aggregate shares that may be issued under the 2015 Plan.

The 2015 Plan is administered by the

Company’s Compensation Committee, who may issue awards in the form of stock options and/or restricted stock awards.

Effective December

31, 2022, an aggregate total of 44,462,500 restricted stock units (“ RSUs ”) under the 2015 Plan were authorized, but

as of March 1, 2023, 18,085,000 had been issued.

In October 2015, our Board of Directors and stockholders approved the

adoption of the 2015 Omnibus Securities and Incentive Plan (the “ 2015 Plan ”).

The 2015 Plan authorizes a pre-determined

number of shares of common stock for issuance to all employees of the Company or any subsidiary of the Company, any non-employee director,

consultants and independent contractors of the Company or any subsidiary, and any joint venture partners (including, without limitation,

officers, directors and partners thereof) of the Company or any subsidiary.

The aggregate number of shares that may be issued under the

Plan shall not exceed twenty percent (20%) of the issued and outstanding shares of common stock on an as converted primary basis on a

rolling basis.

For calculation purposes, the As Converted Primary Shares (as defined in the 2015 Plan) shall include all shares of common

stock and all shares of common stock issuable upon the conversion of outstanding preferred stock and other convertible securities, but

shall not include any shares of common stock issuable upon the exercise of options, warrants and other convertible securities issued pursuant

to the 2015 Plan.

As of December 31, 2023, the Converted Primary Shares calculation results in 32,836,047 aggregate shares that may be

issued under the 2015 Plan.

The 2015 Plan is administered by the Company’s Compensation Committee, who may issue awards in the form

of stock options and/or restricted stock awards.

Effective December 31, 2023, an aggregate total of 44,462,500 restricted stock units

(“ RSUs ”) under the 2015 Plan were authorized, but as of March 1, 2024, an aggregate total of 24,985,000 RSUs had been

Sales of Unregistered Securities

1 unchanged sentence

the date of this report.

Each of the issuances identified below were issued in transactions exempt from registration under

the Securities Act of 1933, as amended, in reliance on Section 3(a)(9) and/or 4(2) thereof.

Each of the issuances identified below were issued in transactions exempt from registration under the Securities

Act of 1933, as amended, in reliance on Section 3(a)(9) and/or 4(2) thereof.

During the Quarter Ended December 31, 2023

the month of December 2022, the Company issued 2,650,273 shares of common stock in the cashless exercise of 3,333,333 warrants.

During the quarter ended December 31, 2023, the Company:

(1) completed

the sale of 8,132,000 shares of common stock pursuant to its Regulation A+ offering, conducted under the Company’s offering statement

on Form 1-A, originally filed with the SEC on September 1, 2021 (File No.

024-11627) (the “ Offering Statement ”), qualified

by the SEC on September 15, 2021, as amended and qualified by the SEC on October 17, 2022, and December 6, 2023 (the “ Regulation

A+ Offering ”);

(2) 500,000 shares of common stock issued to settle accounts payable;

(3) 4,720,505 shares of common stock issued

in cashless exchanges of warrants;

and (5) 4,000,000 shares of common stock in vested restricted stock units.

Subsequent to December 31, 2023

March 1, 2023, there have been no shares of common or preferred stock issued.

SELECTED FINANCIAL DATA.

item is not applicable to the Company because the Company is a smaller reporting company as defined by Rule 12b-2 under the Securities

Exchange Act of 1934, as amended.

Through March 18, 2024, there have been 2,000,000 shares of common stock

issued for cash pursuant to the Regulation A+ Offering.

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