What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-04-01 compared with 2025-03-25 · 60 added, 43 removed, 113 unchanged (48% of the section changed)

22 unchanged sentences

Holders of Common Stock

As of March 21, 2025, there were approximately

As of April 1, 2026, there were approximately

1,168 beneficial shareholders of our common stock.

3 unchanged sentences

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

On October 10, 2023, the Company entered into

a Stock Redemption Agreement, whereby the Company purchased 100,000 shares of its common stock from a shareholder for $15,000, or $0.15

per share, which are reflected as treasury stock on the consolidated balance sheet until such time as the shares are cancelled.

the year ended December 31, 2024 the Company purchased an additional 13,687 shares of common stock for $8,010 or $.59 per share.

Between September 2024 and November 2024, the

Company purchased a total of 13,687 shares of common stock for $8,010, or $0.59 per share, which as of December 31, 2025, is reflected

as treasury stock on the consolidated balance sheet until such time as the shares are cancelled.

Between May 2025 and June 2025, the Company purchased

a total of 57,000 shares of its common stock for $26,858, or an average of $0.47 per share, which as of December 31, 2025, is reflected

as treasury stock on the consolidated balance sheet until such time as the shares are cancelled.

As of April 1, 2026, the Company holds 170,687

shares of common stock as treasury shares.

Securities Authorized for Issuance under Equity Compensation Plans

14 unchanged sentences

be subject to a stock option, or if any shares of common stock that are subject to any other stock-based award granted are forfeited

or terminate, such shares shall again be available for distribution in connection with future grants and awards under the 2016 Plan.

As of December 31, 2024, 1,117,500 stock option awards are outstanding and 826,250 options are exercisable under the 2016 Plan.

December 31, 2023, 1,012,500 stock option awards are outstanding and 585,000 options are exercisable under the 2016 Plan.

As of December

31, 2024 and 2023, 8,882,500 and 8,987,500 shares, respectively, were available for future issuance.

or terminated, such shares shall again be available for distribution in connection with future grants and awards under the 2016 Plan.

As of December 31, 2025, 1,315,000 stock option awards were outstanding and 1,206,250 options were exercisable under the 2016 Plan.

of December 31, 2025, 8,685,000 shares were available for future issuance under the 2016 Plan.

The Company also continues to maintain its 2014

Equity Compensation Plan (the “2014 Plan”), pursuant to which 1,250,000 previously awarded stock options are outstanding.

Equity Compensation Plan (the “2014 Plan”).

The 2014 Plan has been superseded by the 2016 Plan.

Accordingly, no additional shares subject to the existing 2014 Plan will be issued

and the 1,250,000 shares issuable upon exercise of stock options will be issued pursuant to the 2014 Plan, if exercised.

As of December

31, 2024, options to purchase 1,250,000 shares of common stock are outstanding and 1,250,000 options are exercisable pursuant to the

As of December 31, 2023, options to purchase 1,250,000 shares of common stock are outstanding and 1,225,000 options are exercisable

pursuant to the 2014 Plan.

Accordingly, the Board does

not intend to grant any additional awards under the 2014 Plan.

As of December 31, 2025, options to purchase 250,000 shares of common

stock were outstanding and exercisable pursuant to the 2014 Plan.

DESCRIPTION OF SECURITIES

Outstanding Shares and Holders

As of March 25, 2025, our authorized capital

stock consists of 100,000,000 shares of common stock, $0.001 par value per share, of which 12,201,548 were issued and 12,087,861 were

outstanding, and 5,000,000 shares of preferred stock, $0.001 par value per share, 2,000,000 of which were issued and outstanding.

As of April 1, 2026, our authorized capital

stock consists of (i) 100,000,000 shares of common stock, $0.001 par value per share, of which 13,351,516 and 13,180,829 shares were

issued and outstanding, respectively, and (ii) 5,000,000 shares of preferred stock, $0.001 par value per share, of which 2,000,000 shares

were issued and outstanding.

As of April 1, 2026, the Company holds 170,687 shares of common stock as treasury shares.

Holders of the Company’s common stock are

28 unchanged sentences

transactions:

of the rights, preferences of privileges of the preferred stock,

of any new class of stock having preferences over the preferred stock,

of any of our common stock,

of consolidation with any other company, other than one of our wholly owned subsidiaries,

conveyance or other disposal of, or creation or incurrence of any mortgage, lien, or charge or encumbrance or security interest in

or pledge of, or sale and leaseback of, all or substantially all of our property or business, or

assumption or guarantee of any indebtedness maturing more than 18 months after the date on which it is incurred, assumed or guaranteed

by us, except for operating leases and obligations assumed as part of the purchase price of property.

alteration of the rights,

preferences of privileges of the preferred stock,

creation of any new class

of stock having preferences over the preferred stock,

repurchase of any of our

common stock,

merger of consolidation

with any other company, other than one of our wholly owned subsidiaries,

sale, conveyance or other

disposal of, or creation or incurrence of any mortgage, lien, or charge or encumbrance or security interest in or pledge of, or sale

and leaseback of, all or substantially all of our property or business, or

incurrence, assumption

or guarantee of any indebtedness maturing more than 18 months after the date on which it is incurred, assumed or guaranteed by us,

except for operating leases and obligations assumed as part of the purchase price of property.

Holders of a majority of the voting power of

10 unchanged sentences

Johnston and Mr.

McLaren must provide their approval inasmuch as each of them owns 50% of the outstanding preferred stock.

Alex McLaren must provide their approval inasmuch as each of them owns 50% of the outstanding preferred stock.

Historically, we have not paid any cash dividends

on our common stock.

It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest cash

flow and earnings, if any, in our business operations.

However, in the future, our board of directors may declare dividends on our common

Payment of future dividends on our common stock, if any, will be at the discretion of our board of directors and will depend on,

among other things, our results of operations, cash requirements and surplus, financial condition, contractual restrictions and other

factors that our board of directors may deem relevant.

In addition, the agreements into which we may enter in the future, including indebtedness,

may impose limitations on our ability to pay dividends or make other distributions on our capital stock.

We cannot guarantee that we

will pay dividends to our stockholders in the future.

Holders of preferred shares are entitled to dividends equal to common share dividends.

Except as set forth below, it is our present intention not to pay any cash dividends in the foreseeable future,

but rather to reinvest cash flow and earnings, if any, in our business operations.

However, in the future, our board of directors may

declare dividends on our common stock.

Payment of future dividends on our common stock, if any, will be at the discretion of our board

of directors and will depend on, among other things, our results of operations, cash requirements and surplus, financial condition, contractual

restrictions and other factors that our board of directors may deem relevant.

In addition, the agreements into which we may enter in

the future, including indebtedness, may impose limitations on our ability to pay dividends or make other distributions on our capital

We cannot guarantee that we will pay dividends to our stockholders in the future.

Holders of preferred shares are entitled to

dividends equal to common share dividends.

If the MBO APA is approved by the Company’s

stockholders, as required, the Company expects that the closing of the MBO will take place by the end of 2026.

Assuming that the MBO

APA is approved by the Company’s stockholders, as required, and the Company can successfully sell and liquidate 100% of the Company’s

assets and operations, the Company expects (i) to pay off any remaining debt, settle any remaining accounts and agreements, liquidate

the Company’s outstanding preferred shares, and then distribute the net available balance of cash to stockholders as a return of

capital through a special dividend, and (ii) to subsequently complete a reverse merger or other transaction involving the public company.

Business—Our Business—Management Buyout Asset Purchase Agreement.”

Anti-Takeover Effects of Certain Provisions

12 unchanged sentences

Calling of Special Meetings of Stockholders.

Our bylaws provide that special meetings of the stockholders may be called only by the chairman of the board or the chief executive

officer, and shall be called by the chairman of the board or the secretary (i) when so directed by the board, or (ii) at the written

request of stockholders owning shares representing at least 25% of voting power in the election of directors.

Our bylaws provide that special meetings of the stockholders may be called only by the chairman of the board or the chief executive officer,

and shall be called by the chairman of the board or the secretary (i) when so directed by the board, or (ii) at the written request of

stockholders owning shares representing at least 25% of voting power in the election of directors.

Advance Notice Requirements for Stockholder

6 unchanged sentences

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