−Removed: Market for Registrant’s
−Removed: Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities
+Added: Market for Registrant’s Common Equity
+Added: and Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
1 unchanged sentence
on the OTCQB operated by OTC Markets Group, Inc.
−Removed: The OTCQB is a quotation service that displays
−Removed: real-time quotes, last-sale prices, and volume information in over-the-counter equity securities.
−Removed: Because our stock is traded on the
−Removed: OTCQB, these quotations reflect inter-dealer prices, without retail markup, markdown or commission and may not represent actual transactions.
−Removed: Because we are quoted on the OTCQB, our securities may be less liquid, receive less coverage by security analysts and news media, and
−Removed: generate lower prices than might otherwise be obtained if they were listed on a national securities exchange.
−Removed: Trading in stocks quoted on the OTCQB is often
−Removed: thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s operations
+Added: The OTCQB is a quotation service that displays real-time
+Added: quotes, last-sale prices, and volume information in over-the-counter equity securities.
+Added: Because our stock is traded on the OTCQB, these
+Added: quotations reflect inter-dealer prices, without retail markup, markdown or commission and may not represent actual transactions.
+Added: we are quoted on the OTCQB, our securities may be less liquid, receive less coverage by security analysts and news media, and generate
+Added: lower prices than might otherwise be obtained if they were listed on a national securities exchange.
+Added: Trading in stocks quoted on the OTCQB is often thin
+Added: 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.
−Removed: The following table sets forth, for the fiscal
−Removed: quarters indicated, the high and low bid information for our common stock, as reported on the OTCQB.
−Removed: The following quotations reflect
−Removed: inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.
+Added: The following table sets forth, for the fiscal quarters
+Added: indicated, the high and low bid information for our common stock, as reported on the OTCQB.
+Added: The following quotations reflect inter-dealer
+Added: prices, without retail mark-up, mark-down or commission and may not represent actual transactions.
Fiscal Year Ended December 31, 2025
14 unchanged sentences
The penny stock rules
−Removed: require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the
+Added: require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC,
(a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary
5 unchanged sentences
(d) contains a toll-free telephone number for inquiries on disciplinary actions;
−Removed: (e) defines significant terms in
−Removed: the disclosure document or in the conduct of trading in penny stocks;
+Added: (e) defines significant terms in the
+Added: 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.
−Removed: The broker-dealer also must provide, prior to
−Removed: effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock;
−Removed: (b) the compensation
−Removed: of the broker-dealer and its salesperson in the transaction;
−Removed: (c) the number of shares to which such bid and ask prices apply, or other
−Removed: comparable information relating to the depth and liquidity of the market for such stock;
−Removed: and (d) a monthly account statement showing
−Removed: the market value of each penny stock held in the customer’s account.
−Removed: In addition, the penny stock rules require that
−Removed: prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination
−Removed: that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt
−Removed: of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written
−Removed: suitability statement.
+Added: The broker-dealer also must provide, prior to effecting
+Added: any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock;
+Added: (b) the compensation of the broker-dealer
+Added: and its salesperson in the transaction;
+Added: (c) the number of shares to which such bid and ask prices apply, or other comparable information
+Added: relating to the depth and liquidity of the market for such stock;
+Added: and (d) a monthly account statement showing the market value of each
+Added: penny stock held in the customer’s account.
+Added: In addition, the penny stock rules require that prior
+Added: to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that
+Added: the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of
+Added: a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability
These disclosure requirements may have the effect
2 unchanged sentences
Holders of Our Common Stock
−Removed: As of April 10, 2025, we had 5,316,843 shares
−Removed: of our common stock issued and outstanding, held by ___ shareholders of record, other than those held in street name.
+Added: As of March 31, 2026, we had 5,403,843 shares of our
+Added: common stock issued and outstanding, held by 252 shareholders of record, other than those held in street name.
There are no restrictions in our articles of incorporation
2 unchanged sentences
after giving effect to the distribution of the dividend:
−Removed: we would not be able to pay our debts as they become due in the usual
−Removed: course of business, or;
−Removed: our total assets would be less than the sum of our total liabilities
−Removed: plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving
−Removed: the distribution.
−Removed: We have not declared any dividends and we do not
−Removed: plan to declare any dividends in the foreseeable future.
+Added: we would not be able to pay our debts as they become due in the usual course of business, or;
+Added: 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.
+Added: We have not declared any dividends and we do not plan
+Added: to declare any dividends in the foreseeable future.
Recent Sales of Unregistered Securities
2 unchanged sentences
The Company had 5,403,843 and 5,316,843 issued and outstanding shares of common stock as of
−Removed: December 31, 2024 and 2023, respectively.
−Removed: On February 5, 2024, the Company issued 300,000
−Removed: 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
−Removed: of notes payable.
−Removed: During the year ended December 31, 2024, the
−Removed: 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
−Removed: which 25,000 shares sold for $10,000 were not issued and included in stock payable.
−Removed: On August 26, 2024, the Company issued 50,000
−Removed: warrants valued at $26,000 for services.
−Removed: On October 14, 2024, the Company issued 75,000
−Removed: shares valued at $42,750 for services.
+Added: December 31, 2025 and December 31, 2024, respectively.
+Added: On February 12, 2025, the Company sold 87,000 units
+Added: consisting of one share of common stock and one two-year warrant exercisable at $0.60 for $24,780, of which 25,000 shares sold for $10,000
+Added: was received during the year ended December 31, 2024 and was included in stock payable
These securities were issued pursuant to Section 4(2)
of the Securities Act and/or Rule 506 and/or Regulation S promulgated thereunder.
−Removed: The investor represented the intention to acquire
−Removed: the securities for investment only and not with a view towards distribution.
−Removed: The investor was given adequate information about us to
−Removed: make an informed investment decision.
+Added: The investor represented the intention to acquire the
+Added: securities for investment only and not with a view towards distribution.
+Added: The investor was given adequate information about us to make
+Added: an informed investment decision.
We did not engage in any general solicitation or advertising.
−Removed: We directed our transfer agent to
−Removed: issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.
+Added: We directed our transfer agent to issue
+Added: the stock certificates with the appropriate restrictive legend affixed to the restricted stock.
Securities Authorized for Issuance under Equity
Compensation Plans
−Removed: The following table provides information about
−Removed: our compensation plans under which shares of common stock may be issued upon the exercise of options as of December 31, 2024.
−Removed: In July 2006, we adopted the 2006 Skinvisible,
−Removed: Stock Option Plan, which provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights,
−Removed: restricted stock, performance shares and performance units, and stock awards our officers, directors or employees of, as well as advisers
−Removed: and consultants.
+Added: The following table provides information about our
+Added: compensation plans under which shares of common stock may be issued upon the exercise of options as of December 31, 2025.
+Added: In July 2006, we adopted the 2006 Skinvisible, Inc.
+Added: Stock Option Plan, which provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted
+Added: 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.
−Removed: Plan, we reserved 200,000 shares of common stock for the granting of options and rights.
+Added: Stock Option Plan,
+Added: 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
−Removed: A smaller reporting company is not required to
−Removed: provide the information required by this Item.
+Added: A smaller reporting company is not required to provide
+Added: 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.