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Item 5. Market for Registrant’s Common Equity

2024-04-16 compared with 2023-03-30 · 69 added, 88 removed, 20 unchanged (89% of the section changed)

Market for Registrant’s

Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock is quoted under the symbol “SKVI”

on the OTCQB operated by OTC Markets Group, Inc.

The OTCQB is a quotation service that displays real-time

quotes, last-sale prices, and volume information in over-the-counter equity securities.

Because our stock is traded on the OTCQB, these

quotations reflect inter-dealer prices, without retail markup, markdown or commission and may not represent actual transactions.

we are quoted on the OTCQB, our securities may be less liquid, receive less coverage by security analysts and news media, and generate

lower prices than might otherwise be obtained if they were listed on a national securities exchange.

Trading in stocks quoted on the OTCQB is often thin

and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s operations

or business prospects.

We cannot assure you that there will be a market in the future for our common stock.

The following table sets forth, for the fiscal quarters

indicated, the high and low bid information for our common stock, as reported on the OTCQB.

The following quotations reflect inter-dealer

prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

common stock is quoted under the symbol “SKVI” on the OTCQB operated by OTC Markets Group, Inc.

OTCQB is a quotation service that displays real-time quotes, last-sale prices, and volume information in over- the-counter equity securities.

Because our stock is traded on the OTCQB, these quotations reflect inter-dealer prices, without retail markup, markdown or commission

and may not represent actual transactions.

Because we are quoted on the OTCQB, our securities may be less liquid, receive less coverage

by security analysts and news media, and generate lower prices than might otherwise be obtained if they were listed on a national securities

in stocks quoted on the OTCQB is often thin and is characterized by wide fluctuations in trading prices due to many factors that may

be unrelated to a company’s operations or business prospects.

We cannot assure you that there will be a market in the future for

our common stock.

following table sets forth, for the fiscal quarters indicated, the high and low bid information for our common stock, as reported on

The following quotations reflect inter-dealer prices, without retail mark-up, mark- down or commission and may not represent

actual transactions.

Fiscal Year Ended December 31, 2023

8 unchanged sentences

Fourth Quarter

The SEC has adopted rules that regulate broker-dealer practices in connection

with transactions in penny stocks.

Penny stocks are generally equity securities with a market price of less than $5.00, other than securities

registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information

with respect to transactions in such securities is provided by the exchange or system.

The penny stock rules require a broker-dealer,

prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that:

(a) contains a

description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer

with respect to a violation of such duties or other requirements of the securities laws;

of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;

SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks.

Penny stocks are

generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities

exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such

securities is provided by the exchange or system.

The penny stock rules require a broker-dealer, prior to a transaction in a penny

stock, to deliver a standardized risk disclosure document prepared by the SEC, that:

(a) contains a description of the nature and

level of risk in the market for penny stocks in both public offerings and secondary trading;

(b) contains a description of the

broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a

violation of such duties or other requirements of the securities laws;

dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;

contains a toll-free telephone number for inquiries on disciplinary actions;

(e) defines significant terms in the disclosure document

or in the conduct of trading in penny stocks;

and (f) contains such other information and is in such form, including language, type size

and format, as the SEC shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction

in a penny stock, the customer with (a) bid and offer quotations for the penny stock;

(b) the compensation of the broker-dealer and its

salesperson in the transaction;

to the depth and liquidity of the market for such stock;

and (d) a monthly account statement showing the market value of each penny stock

held in the customer’s account.

In addition, the penny stock rules require that prior to a transaction

in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock

is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure

statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

These disclosure requirements may have the effect of reducing the trading

activity for our common stock.

Therefore, stockholders may have difficulty selling our securities.

Holders of Our Common Stock

As of March 31, 2023, we had 4,539,843 shares of our common stock issued

and outstanding, held by ___ shareholders of record, other than those held in street name.

There are no restrictions in our articles of incorporation or bylaws that

prevent us from declaring dividends.

The Nevada Revised Statutes, however, do prohibit us from declaring dividends where after giving

effect to the distribution of the dividend:

we would not be able to pay our debts as they become due in the usual course of business, or;

our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

We have not declared any dividends and we do not plan to declare any dividends

in the foreseeable future.

Recent Sales of Unregistered Securities

During the years ended December 31, 2021 and 2022 and to the date

of filing this Annual Report, we have not issued any shares of common stock_.

These securities were issued pursuant to Section 4(2) of the Securities

Act and/or Rule 506 promulgated thereunder.

The holders represented their intention to acquire the securities for investment only and

not with a view towards distribution.

The investors were given adequate information about us to make an informed investment decision.

We did not engage in any general solicitation or advertising.

We directed our transfer agent to issue the stock certificates with the

appropriate restrictive legend affixed to the restricted stock.

Securities Authorized for Issuance under Equity Compensation Plans

The following table provides information about our compensation plans under

which shares of common stock may be issued upon the exercise of options as of December 31, 2022.

In July 2006, we adopted the 2006 Skinvisible, Inc.

Stock Option Plan,

which provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, performance

shares and performance units, and stock awards our officers, directors or employees of, as well as advisers and consultants.

was confirmed by our stockholders on August 7, 2006 at the annual shareholders meeting.

Under the 2006 Skinvisible, Inc.

Stock Option Plan, we reserved 200,000

shares of common stock for the granting of options and rights.

Equity Compensation Plans

(e) defines significant terms in the disclosure

document or in the conduct of trading in penny stocks;

and (f) contains such other information and is in such form, including

language, type size and format, as the SEC shall require by rule or regulation.

broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations

for the penny stock;

(b) the compensation of the broker-dealer and its salesperson in the transaction;

the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the

market for such stock;

and (d) a monthly account statement showing the market value of each penny stock held in the customer’s

addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer

must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s

written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks,

and a signed and dated copy of a written suitability statement.

disclosure requirements may have the effect of reducing the trading activity for our common stock.

Therefore, stockholders may have difficulty

selling our securities.

of Our Common Stock

of April 15, 2024, 2024, we had 4,539,843 shares of our common stock issued and outstanding, held by shareholders of record, other than

those held in street name.

are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends.

The Nevada Revised Statutes,

however, do prohibit us from declaring dividends where after giving effect to the distribution of the dividend:

would not be able to pay our debts as they become due in the usual course of business, or;

total assets would be less than the sum of our total liabilities plus the amount that would be needed to

the rights of shareholders who have preferential rights superior to those receiving the distribution.

not declared any dividends and we do not plan to declare any dividends in the foreseeable future.

Sales of Unregistered Securities

the years ended December 31, 2023 and 2022 and to the date of filing this Annual Report, we have not issued any of our securities.

Authorized for Issuance under Equity Compensation Plans

The following

table provides information about our compensation plans under which shares of common stock may be issued upon the exercise of options

as of December 31, 2023.

July 2006, we adopted the 2006 Skinvisible, Inc.

Stock Option Plan, which provides for the grant of incentive stock options, non-qualified

stock options, stock appreciation rights, restricted stock, performance shares and performance units, and stock awards our officers,

directors or employees of, as well as advisers and consultants.

This plan was confirmed by our stockholders on August 7, 2006 at the

annual shareholders meeting.

the 2006 Skinvisible, Inc.

Stock Option Plan, we reserved 200,000 shares of common stock for the granting of options and rights.

Compensation Plans as of December 31, 2023

Plan Category

6 unchanged sentences

Equity compensation plans not approved by security holders

Selected Financial Data

A smaller reporting company is not required to provide the information

required by this Item.

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