This
Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-265744) is filed solely to amend Item 13 of Part II thereof and
to file certain exhibits thereto. This Amendment No. 1 does not modify any provision of the preliminary prospectus contained in Part I.
Accordingly, the preliminary prospectus has been omitted.
Item 14. Indemnification of Directors and Officers
Section 145 of the Delaware
General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against
expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person
in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of
such person being or having been a director, officer, employee or agent of the corporation. Section 145 of the Delaware General Corporation
Law also provides that expenses (including attorneys’ fees) incurred by a director or officer in defending an action may be paid
by a corporation in advance of the final disposition of an action if the director or officer undertakes to repay the advanced amounts
if it is determined such person is not entitled to be indemnified by the corporation. The Delaware General Corporation Law provides that
Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise. Our bylaws provide that, to the fullest extent permitted by law, we shall indemnify
and hold harmless any person who was or is made or is threatened to be made a party or is otherwise involved in any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such person,
or the person for whom he is the legally representative, is or was a director or officer of ours, against all liabilities, losses, expenses
(including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in
connection with such proceeding.
Section 102(b)(7) of
the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation
shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends
or unlawful stock repurchases, redemptions or other distributions, or (iv) for any transaction from which the director derived an improper
personal benefit.
Our certificate of incorporation
provides that we shall, to the maximum extent permitted from time to time under the law of
the State of Delaware, indemnify and upon request shall advance expenses to any person who is or was a party or is threatened to be made
a party to any threatened, pending or completed action, suit, proceeding or claim, whether civil, criminal, administrative or investigative,
by reason of the fact that such person is or was or has agreed to be a director or officer of ours or while a director or officer is or
was serving at our request as a director, officer, partner, trustee, employee or agent of any corporation, partnership, joint venture,
trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorneys’ fees
and expenses), judgments, fines, penalties and amounts paid in settlement incurred in connection with the investigation, preparation to
defend or defense of such action, suit, proceeding or claim; provided, however, that the foregoing shall not require us to indemnify
or advance expenses to any person in connection with any action, suit, proceeding or claim initiated by or on behalf of such person or
any counterclaim against us initiated by or on behalf of such person. Such indemnification shall not be exclusive of other indemnification
rights arising under any by-law, agreement, vote of directors or stockholders or otherwise and shall inure to the benefit of the heirs
and legal representatives of such person. Any person seeking indemnification shall be deemed to have met the standard of conduct required
for such indemnification unless the contrary shall be established. Any repeal or modification of our certificate of incorporation shall
not adversely affect any right or protection of a director or officer of ours with respect to any acts or omissions of such director or
officer occurring prior to such repeal or modification.
Our bylaws provide we
shall, to the fullest extent permitted under the laws of the State of Delaware, as amended and supplemented from time to time, indemnify
each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact that such party is or was, or has agreed to become, a
director or officer of ours, or is or was serving, or has agreed to serve, at our request, as a director, officer or trustee of, or in
a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise, including any employee benefit plan,
or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred by such party or on such party’s behalf in connection
with such action, suit or proceeding and any appeal therefrom.
Expenses incurred by
such a person in defending a civil or criminal action, suit or proceeding by reason of the fact that such person is or was, or has agreed
to become, a director or officer of ours, or is or was serving, or has agreed to serve, at our request, as a director, officer or trustee
of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise, including any employee
benefit plan, or by reason of any action alleged to have been taken or omitted in such capacity shall be paid by us in advance of the
final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount
if it shall ultimately be determined that he is not entitled to be indemnified by us as authorized by relevant sections of the Delaware
General Corporation Law. Notwithstanding the foregoing, we shall not be required to advance such expenses to a person who is a party to
an action, suit or proceeding brought by us and approved by a majority of our Board of Directors that alleges willful misappropriation
of corporate assets by such person, disclosure of confidential information in violation of such person’s fiduciary or contractual
obligations to us or any other willful and deliberate breach in bad faith of such person’s duty to us or our stockholders.
We shall not indemnify
any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person unless the initiation
thereof was approved by our Board of Directors.
The indemnification rights
provided in our bylaws shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any by-law,
agreement or vote of stockholders or disinterested directors or otherwise, both as to action in their official capacities and as to action
in another capacity while holding such office, continue as to such person who has ceased to be a director or officer, and inure to the
benefit of the heirs, executors and administrators of such a person.
If the Delaware General
Corporation Law is amended to expand further the indemnification permitted to indemnitees, then we shall indemnify such persons to the
fullest extent permitted by the Delaware General Corporation Law, as so amended.
We may, to the extent
authorized from time to time by our Board of Directors, grant indemnification rights to other employees or agents of ours or other persons
serving us and such rights may be equivalent to, or greater or less than, those set forth in our bylaws.
Our obligation to provide
indemnification under our bylaws shall be offset to the extent of any other source of indemnification or any otherwise applicable insurance
coverage under a policy maintained by us or any other person.
Our bylaws shall be deemed
to be a contract between us and each person who was or is a party or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that person is or was, or
has agreed to become, a director or officer of ours, or is or was serving, or has agreed to serve, at our request, as a director, officer
or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise, including any
employee benefit plan, or by reason of any action alleged to have been taken or omitted in such capacity, at any time while this by-law
is in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state
of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon
any such state of facts.
The indemnification provision
of our bylaws does not affect directors’ responsibilities under any other laws, such as the federal securities laws or state or
federal environmental laws.
We may purchase and maintain
insurance on behalf of any person who is or was a director, officer or employee of ours, or is or was serving at our request as a director,
officer, employee or agent of another company, partnership, joint venture, trust or other enterprise against liability asserted against
him and incurred by him in any such capacity, or arising out of his status as such, whether or not we would have the power to indemnify
him against liability under the provisions of this section. We currently maintain such insurance.
The right of any person
to be indemnified is subject to our right, in lieu of such indemnity, to settle any such claim, action, suit or proceeding at our expense
of by the payment of the amount of such settlement and the costs and expenses incurred in connection therewith.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling our company pursuant to
the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim
for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling
person in a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered herewith, we will, unless in the opinion of our counsel the matter has been settled by controlling
precedent, submit to the court of appropriate jurisdiction the question whether such indemnification by us is against public policy as
expressed in the Securities Act and will be governed by the final adjudication of such issue.
Item 15. Recent Sales of Unregistered Securities
Set forth
below is information regarding all unregistered securities sold by us since January 1, 2019. Unless otherwise stated, the issuances
of the above securities were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) or 3(a)(9)
of the Securities Act or Regulation D promulgated thereunder, or Rule 701 promulgated under Section 3(b) of the Securities Act as
transactions by an issuer not involving any public offering or pursuant to benefit plans and contracts relating to compensation as provided
under Rule 701.
On January 10, 2019, the Company issued 5,780
shares of its common stock in exchange for consulting services amounting to $22,900 pursuant to a consulting agreement entered into and
approved by the Board of Directors on November 23, 2018.
On January
3, 2020, the Company issued warrants to Fastnet Advisors, LLC. to purchase an aggregate of 3,291 shares of the Company’s
Common Stock at an exercise price of $1.73 per share.
On December
14, 2020, the Company issued warrants outside consultant to purchase an aggregate of 3,468 shares of the Company’s Common
Stock at an exercise price of $1.73 per share.
On
April 30, 2021, the Company received a short-term loan in the aggregate principal amount of $500,000 from Gold Blaze Limited Vistra Corporate
Services (“Gold Blaze”). To evidence the loan, the Company issued Gold Blaze a promissory note (the “Gold Blaze Note”)
in the aggregate principal amount of $500,000. The Gold Blaze Note was converted into the same securities as issued in the June 2021 Financing.
On February
2, 2021, the Company previously entered into service agreements with various consultants and advisors pursuant to which it issued
963,964 shares of Series B preferred stock. The Series B preferred stock automatically convert into an aggregate of approximately 5,572,046
shares of the Company’s common stock on March 2, 2022.
On January 26, 2021,
the Company, NNMX Acquisition Inc., a California corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and
Nanomix, Inc., a California corporation (“Nanomix”), entered into an Agreement and Plan of Merger (the “Merger Agreement”),
pursuant to which, among other matters, Merger Sub will merge with and into Nanomix, with Nanomix continuing as a wholly-owned subsidiary
of the Company and the surviving corporation of the merger (the “Merger”). The merger closed on June 4, 2021. As consideration
for the Merger, Company issued to the shareholders of Nanomix 1,000,000 shares of a newly created Series C Convertible Preferred Stock
of the Company (the “Preferred Stock”). On March 2, 2022, in connection with our reverse stock split, , all
such shares of Preferred Stock issued to the Nanomix shareholders were automatically convert into approximately 35,644,997 shares of common
stock of the Company, the warrants assumed at closing of the merger were exercisable into approximately 2,124,687 shares of common stock
of the Company and the options and restricted stock units assumed at closing of the merger may be exercisable into approximately 5,718,838
shares of common stock of the Company.
From January 25, 2021
through January 27, 2021, the Company entered into various agreements with certain debt holders, including CJY Holdings Limited, a Hong
Kong company controlled by the Company’s former CEO and sole director’s cousin (“CJY”), pursuant to which liabilities
exceeding approximately $4.5 million were converted or exchanged into approximately 4.2 million shares of common stock. Further, the Company
entered into Exchange Agreements with the holders of the Company’s Series A Preferred Stock pursuant to which the holders exchanged
all outstanding shares of Series A Preferred Stock for 433,526 shares of common stock. The Company entered into service agreements with
various consultants and advisors pursuant to which it issued 963,964 shares of a newly created Series B Preferred Stock. Each outstanding
share of the Series B Preferred Stock will automatically convert into 1,000 shares of common stock on the date that approval of an amendment
to the Corporation’s Certificate of Incorporation, as amended, to implement a one-for-173 reverse stock split of the Corporation’s
capital stock by a majority of the votes entitled to be cast thereon, whether presented at a special or annual meeting of shareholders
of the Corporation or by written consent of the shareholders and the subsequent filing of such amendment with the Secretary of State of
the State of Delaware.
On June
25, 2021, the Company and the $1.0 secured million note payable Holder entered into exchange agreement, whereby the company issued the
Holder a Senior Secured Convertible Note in the principal amount of $1,603,778 with a maturity date of June 25, 2023. As an incentive
to enter into the agreement, the noteholder was also granted 1,603,778 5-year warrants exercisable at $1.1717.
On June
25, 2021, the Company and Gold Blaze entered into exchange agreement, where the company issued the Gold Blaze Limited Vistra Corporate
Services Senior Secured Convertible Note in the principal amount of $500,000 with a maturity date of June 25, 2023. As an incentive to
enter into the agreement, the noteholder was also granted 426,730 5-year warrants exercisable at $1.1717.
On June
25, 2021, the Company issued a Senior Secured Convertible Note to HT Investment MA LLC for a principal amount $5.0 million and maturity
date of June 25, 2023. As an incentive to enter into the agreement, the noteholder was also granted 4,427,3045-year warrants exercisable
at $1.1717.
On September
27, 2021, the Company issued a Senior Secured Convertible Note to certain accredited investors for a principal amount $1.333 million and
maturity date of September 27, 2023. As an incentive to enter into the agreement, the noteholders were also granted an aggregate of 1.137.663
5-year warrants exercisable at $1.1717.
On February 28, 2022, the Company entered into
a securities purchase agreement with accredited investors pursuant to which the Company issued senior secured convertible notes in an
principal amount of approximately $666,667 for an aggregate purchase price of $600,000. Garrett Gruener, a director of the Company,
purchased a Note in an aggregate principal amount of $444,444 for an aggregate purchase price of $400,000 and Jerry Fiddler, a director
of the Company purchased a Note in an aggregate amount of $111,111 for an aggregate purchase price of $100,000. As an incentive to enter
into the agreement, the noteholders were also granted an aggregate of 323,829 5-year warrants exercisable at $1.1717.
On March
23, 2022, entered into a Securities Purchase Agreement (the “Purchase Agreement”) with GHS Investments, LLC (the “Purchaser”),
pursuant to which the Purchaser purchased five hundred (500) shares of the Company’s Series D Convertible Preferred Stock (“Series
D Preferred Stock”) for an aggregate purchase price of $500,000. In addition, in connection with the issuance of the Series D Preferred
Stock, the Purchaser received a five year warrant to purchase 60,000 shares of the Company’s common stock.
On May 18, 2022, we issued 312,847
shares of common stock to an outside consultant for services rendered.