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Item 5. Market for Registrant’s Common Equity

2025-04-14 compared with 2024-04-16 · 104 added, 77 removed, 12 unchanged (94% of the section changed)

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.

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.

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 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.

Fiscal Year Ended December 31, 2024

8 unchanged sentences

Fourth Quarter

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;

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

(a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary

(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;

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

bid and ask price;

(d) 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.

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

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

Weighted-average exercise price of outstanding options,

warrants and right

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

Equity compensation plans approved

by security holders

Equity compensation plans not approved by security holders

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;

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 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 April 10, 2025, we had 5,316,843 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

The Company is authorized to issue 200,000,000

shares of $0.001 par value common stock.

The Company had 5,316,843 and 4,539,843 issued and outstanding shares of common stock as of

December 31, 2024 and 2023, respectively.

On February 5, 2024, the Company issued 300,000

units consisting of one share of common stock and one-half two-year warrant exercisable at $0.10 valued at $208,000 for the conversion

of notes payable.

During the year ended December 31, 2024, the

Company sold 402,000 units consisting of one share of common stock and one half, one year warrant exercisable at $0.20 for $66,000, of

which 25,000 shares sold for $10,000 were not issued and included in stock payable.

On August 26, 2024, the Company issued 50,000

warrants valued at $26,000 for services.

On October 14, 2024, the Company issued 75,000

shares valued at $42,750 for services.

These securities were issued pursuant to Section

4(2) of the Securities Act and/or Rule 506 and/or Regulation S promulgated thereunder.

The investor represented the intention to acquire

the securities for investment only and not with a view towards distribution.

The investor was 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, 2024.

In July 2006, we adopted the 2006 Skinvisible,

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.

Under the 2006 Skinvisible, Inc.

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

We currently have no shares under our Stock Option Plan.

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