Asfiled with the Securities and Exchange Commission on June 17, 2022

RegistrationNo. [                    ]

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORMS-1

REGISTRATIONSTATEMENT

UNDERTHE SECURITIES ACT OF 1933

CRYOMASSTECHNOLOGIES INC

(Exactname of registrant as specified in its charter)

NEVADA

(Jurisdictionof incorporation or organization)

1001Bannock St, Suite 612, Denver, CO 80204

(Addressof principal business offices)

303-416-7208

(Registrant’stelephone number, including area code)

J.P.Galda

c/oJ.P. Galda & Co., 40 E. Lancaster Avenue LTW 22, Ardmore, PA 19003

(Name,address of agent for service)

Copiesof Communications to:

J.P.Galda & Co. Attn: J.P. Galda, Esq.

40East Montgomery Avenue LTW 220

Ardmore,PA 19003

Tel:(215) 815-1534

Email:jpgalda@jpgaldaco.com

Approximatedate of commencement of proposed sale of the securities to the public: As promptly as practicable after this proxy statement-prospectusbecomes effective and upon the consummation of the conversion described herein.

Ifthe securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliancewith General Instruction G, check the following box: ☐

Ifthis Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the followingbox and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicateby check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting companyor an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Ifan emerging growth company, indicate by checkmark if the registrant has not elected to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act ☐ 

THEREGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THEREGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVEIN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATEAS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

Theinformation in this prospectus is not complete and may be changed. The selling shareholders named herein may not sell these securitiesuntil the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sellthese securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject toCompletion, Dated June 17, 2022

PRELIMINARYPROSPECTUS

PROSPECTUS

CRYOMASSTECHNOLOGIES INC.

30,131,485 Common Shares

30,183,193 Common Shares Issuable Pursuant to CommonShare Purchase Warrants

Thisprospectus (this “Prospectus”) relates to the resale of common shares in the capital of Cryomass Technologies Inc (“we”,“our” or the “Company”) (“Common Shares”) and Common Shares issuable upon exercise of Common Sharepurchase warrants (the “Warrants”) held by selling shareholders which were issued by the Company in previous private placementtransactions by the selling security holders named herein under “Selling Shareholders and Certain Beneficial Owners”(the “Selling Shareholders”). We will not receive any proceeds from the resale of these Common Shares, although we may receiveproceeds from the exercise of the warrants.

Theselling shareholders may offer all or part of the Common Shares for resale from time to time through public or private transactions,at either prevailing market prices or at privately negotiated prices. The Company is paying for all registration, listing and qualificationfees, printing fees and legal fees.

OurCommon Shares are quoted on the OTC QB (“OTC”) under the ticker symbol “CRYM.” On June 14, 2022, the closingprice of our Common Shares was U.S. $0.2365 per Common Share.

Weare a “smaller reporting company” as defined under the federal securities laws and, as such, may elect to comply with certainreduced public company reporting requirements. The purchase of the securities offered through this Prospectus involves a high degreeof risk. See section entitled “Risk Factors” starting on page 6.

NEITHERTHE SECURITIES AND EXCHANGE COMMISSION (“SEC”) NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIESOR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Dated:June 17, 2022

TABLEOF CONTENTS

RISKFACTORS

Youshould carefully consider the risks described below together with all other information included in our public filings before makingan investment decision with regard to our securities. The statements contained in or incorporated into this Prospectus that are not historicfacts are forward- looking statements are subject to risks and uncertainties that could cause actual results to differ materially fromthose set forth in or implied by forward- looking statements. While the risks described below are the ones we believe are most importantfor you to consider, these risks are not the only ones that we face. If any of the following events described in these risk factors actuallyoccurs, our business, financial condition or results of operations could be harmed. In that case, the trading price of our Common Sharescould decline, and you may lose all or part of your investment.

GeneralRisk Factors

Wehave a limited operating history in an evolving industry, which makes it difficult to accurately assess our future growth prospects.

Althoughwe believe our management team has extensive knowledge of the cannabis industry and closely monitors changes in legislation, we alsointend to provide equipment and services in an evolving industry that may not develop as expected. Furthermore, our operations continueto evolve under our business plan as we continually assess new strategic opportunities for our business within our industry. Assessingthe future prospects of our business is challenging in light of both known and unknown risks and difficulties we may encounter. Growthprospects in our industry can be affected by a wide variety of factors including:

Wemay not be able to successfully address these factors, which could negatively impact our growth, harm our business and cause our operatingresults to be worse than expected.

Oursuccess depends on the introduction of new products, which requires substantial expenditures.

Ourlong-term results depend upon our ability to introduce and market new products successfully. The success of our new products will dependon a number of factors, including:

Wecannot predict the level of market acceptance or the amount of market share our new products will achieve. We may experience delays inthe introduction of new products. Any delays or other problems with our new product launches will adversely affect our performance. Inaddition, introducing new products can result in decreases in revenues from our existing products. We expect to make substantial investmentsin product development and refinement. We may need more funding for product development and refinement than is readily available, whichcould adversely affect our business.

Weface significant competition, and, if we are unable to compete successfully against other agricultural equipment manufacturers, we willlose customers and our net sales and profitability will decline.

Theagricultural equipment business is highly competitive, particularly in the United States. Established and substantially larger agriculturalequipment manufacturers, with substantially greater financial and other resources, have the capability to compete with us successfully.Our competitors may substantially increase the resources devoted to the development and marketing of products that compete with our products.In addition, competitive pressures in the agricultural equipment business may affect the market prices of new and used equipment, which,in turn, may adversely affect our performance.

Wewill require significant additional capital to fund our business plan.

TheCompany will be required to expend significant funds to implement its business plan. The Company anticipates that it will be requiredto make substantial capital expenditures for the manufacture of its equipment.

TheCompany’s ability to obtain necessary funding for these purposes, in turn, depends upon a number of factors, including the statusof the national and worldwide economy and the financial markets and the availability of capital. Capital markets worldwide were adverselyaffected by substantial losses by financial institutions, caused by investments in asset-backed securities and remnants from those lossescontinue to impact the ability for the Company to raise capital. The Company may not be successful in obtaining the required financingor, if it can obtain such financing, such financing may not be on terms that are favorable to us.

TheCompany’s inability to access sufficient capital for its operations could have a material adverse effect on its financial condition,results of operations, or prospects. Sales of substantial amounts of securities may have a highly dilutive effect on the Company’sownership or share structure. Sales of a large number of shares of the Company’s Common Shares in the public markets, or the potentialfor such sales, could decrease the trading price of the Common Shares and could impair the Company’s ability to raise capital throughfuture sales of Common Shares.

International,national and regional trade laws, regulations and policies and government farm programs and policies could significantly impair our profitabilityand growth prospects.

International,national and regional laws, regulations and policies directly or indirectly related to or restricting the import and export of the Company’sproducts, services and technology, including protectionist policies in particular jurisdictions or for the benefit of favored industriesor sectors, could harm the Company’s ability to grow in international markets and subject the Company to civil and criminal sanctions.Restricted access to global markets impairs the Company’s ability to export goods and services from its various manufacturing locationsaround the world, and limits the ability to access raw materials and high-quality parts and components at competitive prices on a timelybasis. Trade restrictions could limit the Company’s ability to capitalize on future growth opportunities in international marketsand impair the Company’s ability to expand the business by offering new technologies, products and services. These restrictionsmay affect the Company’s competitive position. Additionally, changes in government farm programs and policies, including restrictionson cannabis and hemp cultivation and processing, can significantly influence demand for agricultural equipment.

Changingdemand for certain agricultural products could have an effect on the price of farming output and consequently the demand for certainof our equipment and could also result in higher research and development costs related to changing machine requirements.

Negativeeconomic conditions and outlook can materially weaken demand for our equipment and services, limit access to funding and result in higherfunding costs.

Thedemand for the Company’s products and services can be significantly reduced in an economic environment characterized by high unemployment,cautious consumer spending, lower corporate earnings, U.S. budget issues and lower business investment. Negative or uncertain economicconditions causing the Company’s customers to lack confidence in the general economic outlook can significantly reduce their likelihoodof purchasing the Company’s equipment. If negative economic conditions affect the overall farm economy, there could be a similareffect on the Company’s agricultural equipment sales. In addition, uncertain or negative outlook with respect to ongoing U.S. budgetissues as well as general economic conditions and outlook can cause significant changes in market liquidity conditions. Such changescould impact access to funding and associated funding costs, which could reduce the Company’s earnings and cash flows. Such changescould affect the ability of the Company’s customers, contract manufacturers, suppliers and lenders to finance their respectivebusinesses, to access liquidity at acceptable financing costs, if at all, the availability of supplies, materials and manufacturing facilitiesand on the demand for the Company’s products.

Wemay encounter difficulties in fully exploiting the assets we acquired from Cryocann USA Corp and may not fully achieve, or achieve withina reasonable time frame, expected strategic objectives and other expected benefits of the acquisitions.

Ourrecent acquisition of Cryocann USA Corp assets is expected to realize strategic and other benefits, including, among other things, theopportunity to enter the agricultural equipment industry, identify customers and provide our customers with an appealing range of productsand services. However, it is impossible to predict with certainty whether, or to what extent, these benefits will be realized or whetherwe will be able to exploit the acquired assets in a timely and effective manner. For example:

Furtheracquisitions may be necessary to realize our overall corporate strategy. There can be no assurance that we will be able to identify appropriateacquisition targets, successfully acquire identified targets or successfully integrate the business of acquired companies or the assetsacquired to realize the full, anticipated benefits of such acquisitions. Our ability to address these issues will determine the extentto which we are able to successfully integrate, exploit and develop the acquired assets and to realize the expected benefits of the CryocannUSA Corp. transactions. Our failure to do so could have a material adverse effect on our performance following the transaction

Ourbusiness results depend largely on its ability to understand its customers’ specific preferences and requirements, and to develop,manufacture and market products that meet customer demand.

TheCompany’s ability to match new product offerings to customers’ anticipated preferences for different types and sizes of equipmentand various equipment features and functionality, at affordable prices, is critical to its success. This requires a thorough understandingof the Company’s potential customers and their needs, as well as an understanding of the cannabis and hemp cultivation dynamicsand of other agricultural commodities cultivation dynamics. Failure to deliver quality products that meet customer needs at competitiveprices ahead of competitors could have a significant adverse effect on the Company’s business.

Ourbusiness may be directly and indirectly affected by unfavorable weather conditions or natural disasters that reduce agricultural productionand demand for agriculture equipment.

Pooror unusual weather conditions can significantly affect the purchasing decisions of the Company’s potential customers. Natural calamitiessuch as regional floods, hurricanes or other storms, and droughts can have significant negative effects on agricultural production. Theresulting negative impact on farm income can strongly affect demand for agricultural equipment.

Changesin the availability and price of certain raw materials, components and whole goods could result in production disruptions or increasedcosts and lower profits on sales of our products.

TheCompany requires access to various materials and components at competitive prices to manufacture and distribute its products. Changesin the availability and price of these materials and components, which have fluctuated in the past and are more likely to fluctuate duringtimes of economic volatility, can significantly increase the costs of production which could have a material negative effect on the profitabilityof the business, particularly if the Company, due to pricing considerations or other factors, is unable to recover the increased costsfrom its customers. The Company relies on suppliers and contract manufacturers to acquire materials and components to manufacture itsproducts. Supply chain and contract manufacturing disruptions due to supplier or contract manufacturer financial distress, capacity constraints,business continuity, quality, delivery or disruptions due to weather-related or natural disaster events could affect the Company’soperations and profitability.

Indetermining the required quantities of our products and the manufacturing schedule, we must make significant judgments and estimatesthat are not based on any historical data. Because of the inherent nature of estimates, there could be significant differences betweenour estimates and the actual amounts of products we require, which could harm our business and results of operations.

Theagricultural equipment industry is highly seasonal, and seasonal fluctuations may significantly impact our performance.

Theagricultural equipment business is highly seasonal, which may cause our quarterly results and our cash flow to fluctuate during the year.Farmers generally purchase agricultural equipment seasonally in conjunction with the harvesting seasons. Seasonal fluctuations can significantlyimpact our performance in a specific quarter, or overall.

Ifwe are unable to hire and retain key personnel, we may not be able to implement our business plan and our business may fail.

Ourfuture success depends to a large extent on our ability to attract, hire, train and retain qualified managerial, operational and otherpersonnel. We face significant competition for qualified and experienced employees in our industry and from other industries and, asa result, we may be unable to attract and retain the personnel needed to successfully conduct and grow our operations. Additionally,key personnel, including members of management, may leave and compete against us. At present, we do not have all the necessary personnelto carry out our business plans. If we are unable to hire and retain key personnel, our business will be materially adversely affected.

Ourgrowth is highly dependent on the U.S. cannabis and hemp markets. New regulations causing licensing shortages and future regulationsmay create other limitations that decrease the demand for our products. General regulations at state and federal in the future may adverselyimpact our business.

Thebase of cannabis growers in the U.S. has grown over the past 20 years since the legalization of cannabis for medical uses in states suchas California, Colorado and Washington. The U.S. cannabis market is still in its infancy and early adopter states such as California,Colorado and Washington represent a large portion of historical industry revenues. The U.S. cannabis cultivation market is expected tobe one of the fastest growing industries in the U.S. over the next five years. If the U.S. cannabis cultivation market does not growas expected, our business, financial condition and results of operations could be adversely impacted. The California cannabis cultivationmarket is expected to be one of the fastest growing industries in California over the next five years. If the California cannabis cultivationmarket does not grow as expected, our business, financial condition and results of operations could be adversely impacted.

Cannabisremains illegal under U.S. federal law, with cannabis listed as a Schedule I substance under the United States Controlled SubstancesAct of 1970 (the “CSA”). Notwithstanding laws in various states permitting certain cannabis activities, all cannabis activities,including possession, distribution, processing and manufacturing of cannabis and investment in, and financial services or transactionsinvolving proceeds of, or promoting such activities remain illegal under various U.S. federal criminal and civil laws and regulations,including the CSA, as well as laws and regulations of several states that have not legalized some or any cannabis activities to date.Compliance with applicable state laws regarding cannabis activities does not protect us from federal prosecution or other enforcementaction, such as seizure or forfeiture remedies, nor does it provide any defense to such prosecution or action. Cannabis activities conductedin or related to conduct in multiple states may potentially face a higher level of scrutiny from federal authorities. Penalties for violatingfederal drug, conspiracy, aiding, abetting, bank fraud and/or money laundering laws may include prison, fines, and seizure/forfeitureof property used in connection with cannabis activities, including proceeds derived from such activities.

Weare not currently subject directly to any state laws or regulations controlling participants in the legal cannabis industry. However,regulation of the cannabis industry does impact our potential customers in the cultivation industry and, accordingly, there can be noassurance that changes in regulation of the industry and more rigorous enforcement by federal authorities will not have a material adverseeffect on us.

Legislationand regulations pertaining to the use and cultivation of cannabis are enacted on both the state and federal government level within theUnited States. As a result, the laws governing the cultivation and use of cannabis may be subject to change. Any new laws and regulationslimiting the use or cultivation of cannabis and any enforcement actions by state and federal governments could indirectly reduce demandfor our products and may impact our current and planned future operations.

Evolvingfederal and state laws and regulations pertaining to the use or cultivation of cannabis, as well active enforcement by federal or stateauthorities of the laws and regulations governing the use and cultivation of cannabis may indirectly and adversely affect our business,our revenues and our profits. Local, state and federal cannabis laws and regulations are broad in scope and subject to evolving interpretations,which could require the end users of certain of our products or us to incur substantial costs associated with compliance or to alterour respective business plans. In addition, violations of these laws, or allegations of such violations, could disrupt our business andresult in a material adverse effect on our results of operation and financial condition.

Certainof our products may be purchased for use for agricultural products other than cannabis and/or be subject to varying, inconsistent, andrapidly changing laws, regulations, administrative practices, enforcement approaches, judicial interpretations, future scientific researchand public perception.

Thepublic’s perception of cannabis may significantly impact the cannabis industry’s success. Both the medical and adult-useof cannabis are controversial topics, and there is no guarantee that future scientific research, publicity, regulations, medical opinion,and public opinion relating to cannabis will be favorable. The cannabis industry is an early-stage business that is constantly evolvingwith no guarantee of viability. Among other things, such a shift in public opinion could cause state jurisdictions to abandon initiativesor proposals to legalize cultivation and sale of cannabis or adopt new laws or regulations restricting or prohibiting the cultivationof cannabis where it is now legal, thereby limiting the potential customers who are engaged in the cannabis industry.

Demandfor our products may be negatively impacted depending on how laws, regulations, administrative practices, enforcement approaches, judicialinterpretations, and consumer perceptions develop. We cannot predict the nature of such developments or the effect, if any, that suchdevelopments could have on our business.

Ourindirect involvement in the cannabis industry could affect the public’s perception of us and be detrimental to our reputation.

Damageto our reputation can be the result of the actual or perceived occurrence of any number of events, and could include any negative publicity,whether true or not. Cannabis has often been associated with various other narcotics, violence and criminal activities, the risk of whichis that our retailers and resellers that transact with cannabis businesses might attract negative publicity. There is also risk thatthe action(s) of other participants, companies and service providers in the cannabis industry may negatively affect the reputation ofthe industry as a whole and thereby negatively impact our reputation. The increased use of social media and other web-based tools usedto generate, publish and discuss user-generated content and to connect with other users has made it increasingly easier for individualsand groups to communicate and share opinions and views with regard to cannabis companies and their activities, whether true or not andthe cannabis industry in general, whether true or not. We do not ultimately have direct control over how the cannabis industry and itssuppliers is perceived by others. Reputation loss may result in decreased investor confidence, increased challenges in developing andmaintaining community relations and an impediment to our overall ability to advance its business strategy and realize on its growth prospects,thereby having a material adverse impact on our business.

Businessesinvolved in the cannabis industry, and investments in such businesses, are subject to a variety of laws and regulations related to moneylaundering, financial recordkeeping and proceeds of crimes.

Wesell our products through third party retailers and resellers. Investments in the U.S. cannabis industry are subject to a variety oflaws and regulations that involve money laundering, financial recordkeeping and proceeds of crime, including the BSA, as amended by thePatriot Act, other anti-money laundering laws, and any related or similar rules, regulations or guidelines, issued, administered or enforcedby governmental authorities in the United States. In February 2014, the Financial Crimes Enforcement Network of the Treasury Departmentissued a memorandum (the “FinCEN Memo”) providing guidance to banks seeking to provide services to cannabis businesses. TheFinCEN Memo outlines circumstances under which banks may provide services to cannabis businesses without risking prosecution for violationof U.S. federal money laundering laws. It refers to supplementary guidance that Deputy Attorney General Cole issued to U.S. federal prosecutorsrelating to the prosecution of U.S. money laundering offenses predicated on cannabis violations of the CSA and outlines extensive duediligence and reporting requirements, which most banks have viewed as onerous. The FinCEN Memo currently remains in place, but it isunclear at this time whether the current administration will continue to follow the guidelines of the FinCEN Memo. Such requirementscould negatively affect the ability of certain of the end users of our products to establish and maintain banking connections.

Weare subject to extensive anti-corruption laws and regulations.

TheCompany’s foreign operations, if and when established, must comply with all applicable laws, which may include the U.S. ForeignCorrupt Practices Act (FCPA), the UK Bribery Act or other anti-corruption laws. These anti-corruption laws generally prohibit companiesand their intermediaries from making improper payments or providing anything of value to improperly influence government officials orprivate individuals for the purpose of obtaining or retaining a business advantage regardless of whether those practices are legal orculturally expected in a particular jurisdiction. Recently, there has been a substantial increase in the global enforcement of anti-corruptionlaws. Although the Company has a compliance program in place designed to reduce the likelihood of potential violations of such laws,violations of these laws could result in criminal or civil sanctions and have an adverse effect on the Company’s reputation, businessand results of operations and financial condition.

Ourbusiness, results of operations and financial condition may be adversely affected by pandemic infectious diseases, particularly the recentnovel coronavirus strain known as COVID-19.

Pandemicinfectious diseases, such as the current COVID-19 strains, may adversely impact our business, consolidated results of operations andfinancial condition. The global spread of COVID-19 has created significant volatility and uncertainty and economic disruption. The extentto which COVID-19 impacts our business, operations and financial results will depend on numerous evolving factors that we may not beable to accurately predict, including: the duration and scope of the pandemic; governmental, business and individuals’ actionsthat have been and continue to be taken in response to the pandemic; the impact of the pandemic on economic activity and actions takenin response; the effect on our customers and customer demand our services, products and solutions; our ability to sell and provide itsservices and solutions, including as a result of travel restrictions and people working from home; the ability of our customers to payfor our services and solutions; and any closures of our offices and the offices and facilities of our customers. COVID-19, as well asmeasures taken by governmental authorities to limit the spread of this virus, may interfere with the ability of our employees, suppliers,and other business providers to carry out their assigned tasks or supply materials or services at ordinary levels of performance relativeto the requirements of our business, which may cause us to materially curtail certain of our business operations. We require additionalfunding and such funding may not be available to us as a result of contracting capital markets resulting from the COVID-19 pandemic.Any of these events could materially adversely affect our business, financial condition, results of operations and/or stock price.

Naturaldisasters, pandemic outbreaks or other health crises could disrupt business and result in lower sales and otherwise adversely affectour financial performance.

Theoccurrence of one or more natural disasters, climate change, pandemic outbreaks or other health crises (including but not limited tothe COVID-19 outbreak), could adversely affect our business and financial performance. If any of these events result in the closure ofone or more of our dispensaries, extended sick leave involving our personnel, or impact key suppliers, our operations and financial performancecould be materially adversely affected through an inability to provide other support functions to our stores and through lost sales.These events also could affect consumer shopping patterns or prevent customers from reaching our dispensaries, which could lead to lostsales and higher markdowns, the temporary lack of an adequate work force in a market, the temporary or long-term disruption of productavailability in our dispensaries and the temporary or long-term inability to obtain technology needed to effectively run our business.

Ourbusiness may be impacted by geopolitical events, war, terrorism, and other related business interruptions.

War,terrorism, geopolitical uncertainties, and other related business interruptions have caused and could cause damage or disruption to internationalcommerce and the global economy, and thus could have a material adverse effect on the Company, its suppliers, logistics providers, manufacturingvendors and customers. The Company’s business operations are subject to interruption by, among others, disasters, whether as aresult of war, refugee crises, fire, power shortages, nuclear power plant accidents and other industrial accidents, terrorist attacksand other hostile acts, labor disputes, and other events beyond its control. Such events could decrease demand for the Company’sproducts, make it difficult or impossible for the Company to develop, prototype, make and deliver products to its customers or to receivecomponents from its suppliers, and create delays and inefficiencies in the Company’s supply chain. While the Company’s suppliersare expected to maintain safe working environments and operations, an industrial accident could occur and could result in disruptionto the Company’s business and harm to the Company’s reputation. In any event of business interruption, the Company couldincur significant losses, require substantial recovery time and experience significant expenditures in order to resume operations.

Securitybreaches and other disruptions to our information technology infrastructure could interfere with our operations and could compromisethe Company’s and its customers’ and suppliers’ information, exposing us to liability that would cause the Company’sbusiness and reputation to suffer.

Inthe ordinary course of business, the Company relies upon information technology networks and systems, some of which are managed by thirdparties, to process, transmit and store electronic information, and to manage or support a variety of business processes and activities,including supply chain, manufacturing, distribution, invoicing and collection of payments from intermediaries or other purchasers orlessees of our equipment. We use information technology systems to record, process and summarize financial information and results ofoperations for internal reporting purposes and to comply with regulatory financial reporting, legal and tax requirements. Additionally,we collect and store sensitive data, including intellectual property, proprietary business information and the proprietary business informationof the Company’s customers and suppliers, as well as personally identifiable information of our customers and employees, in thirdparty data centers, “cloud” providers and on information technology networks. The secure operation of these information technologynetworks, and the processing and maintenance of this information is critical to the Company’s business operations and strategy.Such third parties, as well as the Company’s information technology networks, cloud and infrastructure may be vulnerable to damage,disruptions or shutdowns due to attacks by hackers or breaches due to employee error or malfeasance or other disruptions during the processof upgrading or replacing computer software or hardware, power outages, computer viruses, telecommunication or utility failures or naturaldisasters or other catastrophic events. The occurrence of any of these events could compromise the respective storage networks, datacenters or cloud, and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosureor other loss of information could result in legal claims or proceedings, liability or regulatory penalties under laws protecting theprivacy of personal information, disrupt operations, and damage our reputation, which could adversely affect the Company’s business.

Oursuppliers, contract manufacturers and customers are subject to and affected by increasingly rigorous environmental, health and safetylaws and regulations of federal, state and local authorities in the U.S. and various regulatory authorities with jurisdiction overthe Company’s operations. In addition, private civil litigation on these subjects has increased, primarily in the U.S.

Enforcementactions arising from violations of environmental, health and safety laws or regulations can lead to investigation and defense costs,and result in significant fines or penalties. In addition, new or more stringent requirements of governmental authorities could preventor restrict the Company’s operations, or those of our suppliers and customers, require significant expenditures to achieve complianceand/or give rise to civil or criminal liability. There can be no assurance that violations of such legislation and/or regulations, orprivate civil claims for damages to property or personal injury arising from the environmental, health or safety impacts of our operations,or those of our suppliers and customers, would not have consequences that result in a material adverse effect on our business, financialcondition or results of operations.

Increasinglystringent engine emission standards could impact our ability to manufacture and distribute certain equipment, which could negativelyaffect business results.

TheCompany’s equipment operations must meet increasingly stringent engine emission reduction standards, including USEPA, Interim Tier4/Stage IIIb and Final Tier 4/Stage IV non-road diesel emission requirements in the U.S. and European Union.

Wemay incur increased costs due to new or more stringent greenhouse gas emission standards designed to address climate change and couldbe further impacted by physical effects attributed to climate change on its facilities, suppliers and customers.

Thereis a growing political and scientific consensus that emissions of greenhouse gases (GHG) continue to alter the composition of Earth’satmosphere in ways that are affecting and are expected to continue to affect the global climate. These considerations may lead to international,national, regional or local legislative or regulatory responses in the future. Various stakeholders, including legislators and regulators,shareholders and non-governmental organizations, as well as companies in many business sectors, including the Company, are consideringways to reduce GHG emissions. The regulation of GHG emissions from certain stationary or mobile sources could result in additional coststo the Company or its suppliers in the form of taxes or emission allowances, facilities improvements and energy costs, which would increaseour operating costs through higher contract manufacturing, utility, transportation and materials costs. Increased input costs and compliance-relatedcosts could also impact customer operations and demand for our equipment. Because the impact of any future GHG legislative, regulatoryor product standard requirements on our businesses and products is dependent on the timing and design of mandates or standards, the Companyis unable to predict its potential impact at this time.

Furthermore,the potential physical impacts of climate change on our suppliers and customers and therefore on our operations are highly uncertainand will be particular to the circumstances developing in various geographical regions. These may include long-term changes in temperaturelevels and water availability. These potential physical effects may adversely impact the demand for the Company’s products andthe cost, production, sales and financial performance of the Company’s operations.

Ourbusiness increasingly is subject to regulations relating to privacy and data protection, and if we violate any of those regulations,we could be subject to significant claims, penalties and damages.

Increasingly,the United States, the European Union and other governmental entities are imposing regulations designed to protect the collection, maintenanceand transfer of personal information. For example, the European Union adopted the General Data Protection Regulation (the “GDPR”)that imposes stringent data protection requirements and greater penalties for non-compliance beginning in May 2018. The GDPR also protectsa broader set of personal information than traditionally has been protected in the United States and provides for a right of “erasure.”Other regulations govern the collection and transfer of financial data and data security generally. These regulations generally imposepenalties in the event of violations. While we attempt to comply with all applicable cybersecurity regulations, their implementationis complex, and, if we are not successful, we may be subject to penalties and claims for damages from regulators and the impacted individuals.

RisksRelating to Our Intellectual Property

Recentlaws make it difficult to predict how patents will be issued or enforced in our industry.

Changesin either the patent laws or interpretation of the patent laws in the United States and other countries may have a significant impacton our ability to protect our technology and enforce our intellectual property rights. There have been numerous recent changes to thepatent laws and to the rules of the United States Patent and Trademark Office (the “USPTO”), which may have a significantimpact on our ability to protect our technology and enforce our intellectual property rights. For example, the Leahy-Smith America InventsAct, which was signed into law in 2011, includes a transition from a “first-to-invent” system to a “first-to-file”system, and changes the way issued patents can be challenged. Certain changes, such as the institution of inter partes review and post-grantand derivation proceedings, came into effect in 2012. Substantive changes to patent law associated with the Leahy-Smith America InventsAct may affect our ability to obtain patents, and, if obtained, to enforce or defend them in litigation or inter partes review, or post-grantor derivation proceedings, all of which could harm our business.

Wemay not be able to adequately protect our intellectual property and other proprietary rights that are material to our business.

Ourability to compete effectively depends in part on our rights to trademarks, patents and other intellectual property rights we own. Wehave not sought to register every one of our intellectual properties either in the United States or in every country in which such intellectualproperty may be used. Furthermore, because of the differences in foreign trademark, patent and other intellectual property or proprietaryrights laws, we may not receive the same protection in other countries as we would in the United States with respect to the registeredbrand names and issued patents we hold. If we are unable to protect our intellectual property, proprietary information and/or brand names,we could suffer a material adverse effect on our business, financial condition and results of operations.

Litigationmay be necessary to enforce our intellectual property rights and protect our proprietary information, or to defend against claims bythird parties that our products or services infringe their intellectual property rights. Any litigation or claims brought by or againstus could result in substantial costs and diversion of our resources. A successful claim of trademark, patent or other intellectual propertyinfringement against us, or any other successful challenge to the use of our intellectual property, could subject us to damages or preventus from providing certain products or services, or using certain of our recognized brand names, which could have a material adverse effecton our business, financial condition and results of operations.

Obtainingand maintaining our patent protection depends on compliance with various procedural, document submissions, fee payment and other requirementsimposed by governmental patent agencies, and our patent protection could be reduced or eliminated for noncompliance with these requirements.

Periodicmaintenance or annuity fees on any issued patents are due to be paid to the USPTO, and/or foreign patent agencies in several stages overthe lifetime of the patent. The USPTO and various foreign governmental patent agencies require compliance with a number of procedural,documentary, fee payments and other similar provisions during the patent application process. While an inadvertent or unintentional lapsecan in many cases be cured by payment of a late fee or by other means in accordance with the applicable rules, there are situations inwhich noncompliance can result in abandonment or lapse of the patent or patent application, resulting in partial or complete loss ofpatent rights in the relevant jurisdiction. Noncompliance events that could result in abandonment or lapse of a patent or patent applicationinclude, but are not limited to, failure to respond to official actions within prescribed time limits, nonpayment of fees and failureto properly legalize and submit formal documents. If we or our licensors fail to maintain the patents and patent applications coveringour products, our competitors might be able to enter the market, which would have a material adverse effect on our business.

Fromtime to time, we may need to rely on licenses to proprietary technologies, which may be difficult or expensive to obtain or we may losecertain licenses which may be difficult to replace, harming our competitive position.

Wemay need to obtain licenses to patents and other proprietary rights held by third parties to develop, manufacture and market our products,if, for example, we sought to develop our products, in conjunction with any patented technology. If we are unable to timely obtain theselicenses on commercially reasonable terms and maintain these licenses, our ability to commercially market our products, may be inhibitedor prevented, which could have a material adverse effect on our business, results of operations, financial condition and cash flows.

Inspite of our best efforts, our licensors might conclude that we have materially breached our license agreements and might therefore terminatethe license agreements, thereby removing our ability to develop and commercialize products and technology covered by these license agreements.If these in-licenses are terminated, or if the underlying patents fail to provide the intended exclusivity, competitors may have thefreedom to market products identical to ours.

Thirdparties may initiate legal proceedings alleging that we are infringing their intellectual property rights, the outcome of which wouldbe uncertain and could have a material adverse effect on the success of our business.

Oursuccess depends upon our ability to develop, manufacture, market and sell our products, and to use our proprietary technologies withoutinfringing the proprietary rights of third parties. We may become party to, or threatened with, future adversarial proceedings or litigationregarding intellectual property rights with respect to our products and technology, including interference or derivation proceedingsand various other post-grant proceedings before the USPTO and/or non-United States opposition proceedings. Third parties may assert infringementclaims against us based on existing patents or patents that may be granted in the future. As a result of any such infringement claims,or to avoid potential claims, we may choose or be compelled to seek intellectual property licenses from third parties. These licensesmay not be available on acceptable terms, or at all. Even if we are able to obtain a license, the license would likely obligate us topay license fees, royalties, minimum royalties and/or milestone payments and the rights granted to us could be nonexclusive, which wouldmean that our competitors may be able to obtain licenses to the same intellectual property. Ultimately, we could be prevented from commercializinga product and/or technology or be forced to cease some aspect of our business operations if, as a result of actual or threatened infringementclaims, we are unable to enter into licenses of the relevant intellectual property on acceptable terms. Further, if we attempt to modifya product and/or technology or to develop alternative methods or products in response to infringement claims or to avoid potential claims,we could incur substantial costs, encounter delays in product introductions or interruptions in sales.

Intellectualproperty rights do not necessarily address all potential threats to our competitive advantage.

Thedegree of future protection afforded by our intellectual property rights is uncertain because intellectual property rights have limitations,and may not adequately protect our business, or permit us to maintain our competitive advantage. The following examples are illustrative:

Shouldany of these events occur, they could significantly harm our business, results of operations and prospects.

Wemay be subject to claims that our employees have wrongfully used or disclosed alleged trade secrets of their former employers.

Althoughwe try to ensure that our employees do not use the proprietary information or know-how of others in their work for us, we may be subjectto claims that we or these employees have used or disclosed intellectual property, including trade secrets or other proprietary information,of any such employee’s former employer. We are not aware of any threatened or pending claims related to these matters or concerningagreements with our employees, but in the future litigation may be necessary to defend against such claims. If we fail in defending anysuch claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel. Even if we are successfulin defending against such claims, litigation could result in substantial costs and be a distraction to management.

Intellectualproperty disputes could cause us to spend substantial resources and distract our personnel from their normal responsibilities.

Evenif resolved in our favor, litigation or other legal proceedings relating to intellectual property claims may cause us to incur significantexpenses and could distract our personnel from their normal responsibilities. In addition, there could be public announcements of theresults of hearings, motions or other interim proceedings or developments, and if securities analysts or investors perceive these resultsto be negative, it could have a substantial adverse effect on the value of our common stock. Such litigation or proceedings could substantiallyincrease our operating losses and reduce the resources available for development activities or any future sales, marketing or distributionactivities. We may not have sufficient financial or other resources to adequately conduct such litigation or proceedings. Some of ourcompetitors may be able to sustain the costs of such litigation or proceedings more effectively than we can because of their greaterfinancial resources. Uncertainties resulting from the initiation and continuation of patent litigation or other proceedings could havea material adverse effect on our ability to compete in the marketplace.

RisksRelated to the Common Shares

TheCompany’s Common Share price may be volatile and as a result investor could lose all or part of their investment.

Inaddition to volatility associated with equity securities in general, the value of an investor’s investment could decline due tothe impact of any of the following factors upon the market price of the Common Shares:

OurCommon Share price on the OTCQB has experienced significant price and volume fluctuations. Stock markets in general have experiencedextreme price and volume fluctuations, and the market prices of securities have been highly volatile. These fluctuations are often unrelatedto operating performance and may adversely affect the market price of the Common Shares. As a result, an investor may be unable to sellany Common Shares such investor acquires at a desired price.

Potentialfuture sales under Rule 144 may depress the market price for our Common Shares.

Ingeneral, under Rule 144, a person who has satisfied a minimum holding period of between 6 months and one-year and any other applicablerequirements of Rule 144, may thereafter sell such shares publicly. A significant number of the Company’s currently issued andoutstanding Common Shares held by existing shareholders, including officers and directors and other principal shareholders, are currentlyeligible for resale pursuant to and in accordance with the provisions of Rule 144. The possible future sale of the Company’s CommonShares by its existing shareholders, pursuant to and in accordance with the provisions of Rule 144, may have a depressive effect on theprice of its Common Shares in the over-the-counter market.

TheCompany’s Common Shares currently deemed a “penny stock”, which may make it more difficult for investors to sell theirCommon Shares.

TheSEC has adopted regulations which generally define “penny stock” to be any equity security that has a market price less than$5.00 per Common Share or an exercise price of less than $5.00 per Common Share, subject to certain exceptions. The Company’s ssecurities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to personsother than established customers and “accredited investors”. The term “accredited investor” refers generallyto institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000, exclusive of their principalresidence, or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer,prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in aform prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. Thebroker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealerand its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’saccount. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customerorally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’sconfirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from theserules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser andreceive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing thelevel of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these pennystock rules may affect the ability of broker-dealers to trade its securities. The Company believes that the penny stock rules may discourageinvestor interest in and limit the marketability of its Common Shares.

TheCompany has never paid dividends on its Common Shares.

TheCompany has not paid dividends on its Common Shares to date, and it does not expect to pay dividends for the foreseeable future. TheCompany intends to retain its initial earnings, if any, to finance its operations. Any future dividends on Common Shares will dependupon the Company’s earnings, its then-existing financial requirements, and other factors, and will be at the discretion of theBoard.

FINRAhas adopted sales practice requirements, which may also limit an investor’s ability to buy and sell the Company’s CommonShares.

Inaddition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investmentto a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior torecommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtaininformation about the customer’s financial status, tax status, investment objectives and other information. Under interpretationsof these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at leastsome customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy the Company’sCommon Shares, which may limit an investor’s ability to buy and sell its stock and have an adverse effect on the market for theCommon Shares.

Investors’interests in the Company will be diluted and investors may suffer dilution in their net book value per share of Common Shares if we issueadditional employee/director/consultant options or if we sell additional Common Shares and/or warrants to finance its operations.

Inorder to further expand the Company’s operations and meet its objectives, any additional growth and/or expanded business activitywill likely need to be financed through sale of and issuance of additional Common Shares. The Company will also in the future grant tosome or all of its directors, officers, and key employees and/or consultants options to purchase Common Shares as non-cash incentives.The issuance of any equity securities could, and the issuance of any additional Common Shares will, cause the Company’s existingshareholders to experience dilution of their ownership interests.

Ifthe Company issues additional Common Shares or decides to enter into joint ventures with other parties in order to raise financing throughthe sale of equity securities, investors’ interests in the Company will be diluted and investors may suffer dilution in their netbook value per share of Common Shares depending on the price at which such securities are sold.

Theissuance of additional shares of Common Shares may negatively impact the trading price of the Company’s securities.

Wehave issued Common Shares in the past and will continue to issue Common Shares to finance our activities in the future. In addition,newly issued or outstanding options and warrants to purchase Common Shares may be exercised, resulting in the issuance of additionalCommon Shares. Any such issuance of additional Common Shares would result in dilution to the Company’s shareholders, and even theperception that such an issuance may occur could have a negative impact on the trading price of the Common Shares.

Theissuance of a large number of shares of our Common Stock could significantly dilute existing stockholders and negatively impact the marketprice of our Common Stock.

OnJanuary 6, 2021, the Company entered into an Equity Purchase Agreement, with Peak One providing that, upon the terms and subject to theconditions thereof, Peak One is committed to purchase, on an unconditional basis, shares of Common Stock (“Put Shares”) atan aggregate price of up to $10 million over the course of the commitment period. Pursuant to the terms of the equity purchase agreement,the purchase price for each of the Put Shares equals 89% of the Market Price on such date on which the Purchase Price is calculated.The Market Price is defined in the EPA as the lesser of the (i) closing bid price of the Common Stock on the Principal Market on theTrading Day immediately preceding the respective Put Date, or (ii) the lowest closing bid price of the Common Shares on the PrincipalMarket for any Trading Day during the Valuation Period. The Valuation Period is defined as the period of seven (7) Trading Days immediatelyfollowing the Clearing Date associated with the applicable Put Notice. The Valuation Period begins on the first Trading Day followingthe Clearing Date. As a result, if we sell shares of Common Stock under the equity purchase agreement, we will be issuing Common Stockat below market prices, which could cause the market price of our Common Stock to decline, and if such issuances are significant in number,the amount of the decline in our market price could also be significant. In general, we are unlikely to sell shares of Common Stock underthe equity purchase agreement at a time when the additional dilution to stockholders would be substantial unless we are unable to obtaincapital to meet our financial obligations from other sources on better terms at such time. However, if we do, the dilution that couldresult from such issuances could have a material adverse impact on existing stockholders and could cause the price of our common stockto fall rapidly based on the amount of such dilution.

TheSelling Securityholders may sell a large number of shares, resulting in substantial diminution to the value of shares held by existingstockholders.

Pursuantto the Equity Purchase Agreement, we are prohibited from delivering a Put Notice to Peak One to the extent that the issuance of shareswould cause the Selling Securityholders to beneficially own more than 4.99% of our then-outstanding shares of common stock; provided,however, the Selling Securityholders in their sole discretion can waive this ownership limitation up to 9.99% of our then-outstandingshares of Common Stock. These restrictions however, do not prevent the Selling Stockholder from selling shares of Common Stock receivedin connection with the Equity Line and then receiving additional shares of Common Stock in connection with a subsequent issuance. Inthis way, the Selling Securityholders could sell more than 4.99% (or 9.99% if 4.99% ownership limitation is waived) of the outstandingshares of Common Stock in a relatively short time frame while never holding more than 4.99% (or 9.99% if 4.99% ownership limitation iswaived) at any one time. As a result, existing stockholders and new investors could experience substantial diminution in the value oftheir shares of Common Stock. Additionally, we do not have the right to control the timing and amount of any sales by the Selling Securityholdersof the shares issued under the Equity Line.

TheCompany faces risks related to compliance with corporate governance laws and financial reporting standards.

TheSarbanes-Oxley Act of 2002, as well as related new rules and regulations implemented by the SEC and the Public Company Accounting OversightBoard, require changes in the corporate governance practices and financial reporting standards for public companies. These laws, rulesand regulations, including compliance with Section 404 of the Sarbanes-Oxley Act of 2002 relating to internal control over financialreporting, referred to as Section 404, materially increase the Company’s legal and financial compliance costs and make certainactivities more time-consuming and burdensome.

CautionaryNote

Wehave sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent,any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors shouldcarefully consider all of such risk factors before making an investment decision with respect to our common stock.

DISCLOSUREREGARDING FORWARD-LOOKING STATEMENTS

Exceptfor statements of historical facts, this Prospectus contains forward-looking statements involving risks and uncertainties. The words“anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,”“plan” or the negative of these terms and similar expressions or variations thereof are intended to forward looking statements.Such statements reflect the current view of the Registrant with respect to future events and are subject to risks, uncertainties, assumptionsand other factors (including the risks contained in the section of this registration statement on Form S-1 entitled “Risk Factors”)relating to the Registrant’s industry, the Registrant’s operations and results of operations and any businesses that maybe acquired by the Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions proveincorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Althoughthe Registrant believes that the expectations reflected in the forward-looking statements are reasonable, the Registrant cannot guaranteefuture results, levels of activity, performance or achievements. Except as required by applicable law, including the securities lawsof the United States, the Registrant does not intend to update any of the forward-looking statements to conform these statements to actualresults. The following discussion should be read in conjunction with the Registrant’s financial statements and the related notesincluded in this registration statement on Form S-1.

USEOF PROCEEDS

ThisProspectus relates to the sale or other disposition of Common Shares by the selling shareholders listed in the “Selling shareholdersand Certain Beneficial Owners” section below, and their transferees. We will not receive any proceeds from any sale of theCommon Shares by the selling shareholders. We will receive the exercise price of the warrants, unless exercise is done using a non-cashexercise option. Any proceeds received from exercise of warrants will be used for payment of general corporate and operating expenses.

MANAGEMENT’SDISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

SpecialNote of Caution Regarding Forward-Looking Statements

Certainstatements in this report, including statements in the following discussion, are what are known as “forward looking statements”,which are basically statements about the future. For that reason, these statements involve risk and uncertainty since no one can accuratelypredict the future. Words such as “plans,” “intends,” “will,” “hopes,” “seeks,”“anticipates,” “expects “and the like often identify such forward looking statements, but are not the only indicationthat a statement is a forward-looking statement. Such forward looking statements include statements concerning our plans and objectiveswith respect to the present and future operations of the Company, and statements which express or imply that such present and futureoperations will or may produce revenues, income or profits. Numerous factors and future events could cause the Company to change suchplans and objectives or fail to successfully implement such plans or achieve such objectives, or cause such present and future operationsto fail to produce revenues, income or profits. Therefore, the reader is advised that the following discussion should be considered inlight of the discussion of risks and other factors contained in this Prospectus and in the Company’s other filings with the Securitiesand Exchange Commission. No statements contained in the following discussion should be construed as a guarantee or assurance of futureperformance or future results.

Backgroundand Overview

Resultsof Operations

Comparisonof the fiscal years ended December 31, 2021 and December 31, 2020

Revenue

Duringthe fiscal year ended December 31, 2021, the Company generated no revenues as compared to $781,455 during the fiscal year ended December31, 2020; a decrease of $781,455 or approximately 100%.

Expenses

Duringthe fiscal year ended December 31, 2021, the Company reported total operating expenses of $7,991,827 as compared to $6,572,017 duringthe fiscal year ended December 31, 2020; an increase of $1,419,810 or approximately 22%.

NetLoss

Duringthe fiscal year ended December 31, 2021, the Company reported a net loss of $12,859,643 as compared to $11,815,907 during the fiscalyear ended December 31, 2020; an increase of $1,043,736 or approximately 9%.

Comparisonof the three months ended March 31, 2022 and March 31, 2021

Revenue

Duringthe three months ended March 31, 2022 and 2021, the Company generated no revenues.

Expenses

Duringthe three months ended March 31, 2022, the Company reported total operating expenses of $2,127,790 as compared to $995,704 during thethree months ended March 31, 2021; an increase of $1,132,086 or approximately 114%.

NetLoss

Duringthe three months ended March 31, 2022, the Company reported a net loss of $2,152,305 as compared to $1,046,927 during the three monthsended March 31, 2021; an increase of $1,105,378 or approximately 106%.

Liquidityand Capital Resources

Aftercompletion of a $10.3 million private placement in November 2021 and the conversion of $4.9 million of convertible debt to common shares,the Company has sufficient resources to meets its existing obligations for a period of at least twelve months, and likewise sufficientresources to implement its new business plan arising from the acquisition of the assets of Cryocann USA Corp.

CurrentAssets and Total Assets

Asof March 31, 2022, the Company’s balance sheet reflects that the Company had: i) total current assets of $3,667,453, compared tototal current assets of $8,211,061 at March 31, 2021 - a decrease of $4,543,608 or approximately 55%; and ii) total assets of $13,326,693,compared to total assets of $8,211,061 at March 31, 2021 – an increase of $5,115,632 or approximately 62%. The increase in totalassets was predominantly due to the assets acquired in the Cryocann acquisition and a note receivable from the sale of the Company’sdiscontinued operations.

CurrentLiabilities and Total Liabilities

Asof March 31, 2022, the Company’s balance sheet reflects that the Company had: i) total current liabilities of $1,364,905, comparedto total current liabilities of $4,693,618 at March 31, 2021 - an decrease of $3,328,713 or approximately 71%; and ii) total liabilitiesof $1,573,238, compared to total liabilities of $4,791,877 at March 31, 2021 – a decrease of $3,218,639 or approximately 67%. Thedecrease in current and total liabilities was predominantly due to the disposal of the Company’s discontinued operations.

CashFlow

Forthe three months ended March 31, 2022 and 2021, the Company had net cash used in operating activities of $1,631,300 and $466,223, respectively.

QUANTITATIVEAND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Asa smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required bythis item.

DIRECTORS,EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directorsand Executive Officers

Ourdirectors and executive officers and their respective ages, positions, and biographical information are set forth below.

ChristianNoël, Chief Executive Officer & Director

ChristianNoel is a trusted investor and business strategist, who has held senior positions in financial and investment organizations in Montreal,Canada, for the last 21 years. During his career, he has acquired extensive experience in risk management, tax planning, investment banking,and financial strategy design and execution.

In2005 he joined Richardson GMP as Vice-President and Partner. Richardson GMP is a non-bank organization that specializes in portfoliomanagement for high-net-worth individuals and families.

In2014 Christian was admitted as a portfolio manager of GVC Ltd, a boutique wealth management firm based in Montreal, and was subsequentlynamed Partner. At GVC, he developed a deep understanding of the nascent cannabis industry, building a team to analyze investment opportunitiesin all facets of the cannabis value chain, thereby providing clients with a superior range of services.

Christianexpertise spans many different industries and has performed numerous due diligence activities over the last 20 years. He specializesin small and mid-cap companies as well as sophisticated alternative investment strategies. Christian is fluent in English and Frenchand possesses a vast network of relationships in North American, European, and other regional capital markets.

PhilipMullin, Chief Financial Officer

PhilipMullin has 30 years’ experience as CFO, COO, and in consulting and turnarounds for businesses with revenues of less than $100 millionand has served as Chief Financial Officer of the Company since June, 20219. Mr. Mullin was previously managing director of Somerset AssociatesLLC, a CFO, accounting, tax and financial consulting company, and served until recently on the board of CanaQuest Medical Corp. Since2009, he has operated primarily in consulting and interim CFO roles in multiple sectors including fintech, blockchain, drones, recycling,medical marijuana, and electrical power generation. From 2003-09, Mr. Mullin was a partner of Tatum Partners, a human capital firm engagedin providing CFO services. Within Tatum, Mr. Mullin served in numerous leadership roles: from 2006-09, as CFO of Zi Corporation, a leadingsoftware development company specializing in mobile phones, which was sold in April 2009 to Nuance Communications; from 2003-06, as interimCFO of Homax Products, Vice President Finance of Yakima Products, and as a consultant in several engagements in industrial construction,manufacturing and air transportation. From 2001-03, he served as turnaround consultant to companies in the telecom sector during thecritical post-9/11 timeframe; from 1995-2001, he was engaged in various C-level capacities in a public entity that was restructured andeventually became International DisplayWorks, a manufacturer of LCD displays based in Rocklin, California with operations in Shenzhen,China, which was later sold to Flextronics.

Mr.Mullin began his career in banking in 1982 after completing his MBA from University of Western Ontario Richard Ivey School of Businessin London, Ontario, Canada and BA in Economics from Wilfrid Laurier University, in Waterloo, Ontario, Canada.

PatriciaKovacevic, General Counsel & Head of External Affairs

Anexperienced legal and compliance department leader, Patricia I. Kovacevic’s career comprises leading senior legal and regulatorypositions with FDA-regulated multinationals, including Philip Morris International and Lorillard, as well as partner roles with largelaw firms.

Herexpertise includes corporate law, compliance, M&A, US and global food, drug, nicotine and consumer goods regulation, cannabis/CBDregulation, external affairs and the legal framework applicable to marketing, media communications, investigations, FCPA, trade sanctions,privacy, intellectual property, product development and launch. She also led cross-disciplinary teams engaged in scientific researchefforts. She has served on various trade association bodies and conference advisory boards. Ms. Kovacevic authored several articles onnicotine regulation, co-authored an academic treatise, “The Regulation of E-Cigarettes” and is often invited as a keynotespeaker or panelist before global conferences and government agencies public hearings.

PatriciaKovacevic is an attorney admitted to practice in New York, before the U.S. Tax Court, before the U.S. Court of International Trade andbefore the Supreme Court of the United States. She holds a Juris Doctor (Doctor of Law) degree from Columbia Law School in New York andcompleted the Harvard Business School “Corporate Leader” executive education program. Ms. Kovacevic speaks several languages,including French, Italian, Spanish, Romanian and Croatian.

Dr.Delon Human, Chairman of the Board

Dr.Delon Human, M.B.Ch.B., M.Prax.Med, MFGP, DCH, MBA serves as President of the Board of Directors of Cryomass Technologies Inc

Heis an experienced global business leader, published author and health & technology consultant. He serves as President of Health Diplomats,a specialized health, technology and nutrition consulting group, operating worldwide. Health Diplomats clients include Fortune 500 companiessuch as Johnson & Johnson, Pfizer, Nestlé, McDonald’s, Nicoventures, BAT, ABInBev, foundations such as the IKEA Foundation,Rockefeller Foundation, PepsiCo Foundation; governments such as Ireland, South Africa, Kuwait and Taiwan and NGOs such as the InternationalFood and Beverage Alliance (IFBA).

From2016 to 2020, he served as Director (Vice-Chairman) of the Board of Pharmacielo, a biopharmaceutical health & wellness company, fromits early phase, to its listing on the Toronto Stock Exchange. Since August 2019, he has also served on the board of Redwood Green Corporation(now called Cryomass Technologies Inc), from December 2019 as Chairman of the Board. This company is listed on the USA OTCQB stock exchange.In addition, he serves on the board of the Fio Corporation, a big data and medical diagnostics company.

Hehas acted as adviser to three WHO Directors-General and to UN Secretary-General Ban Ki Moon. Up to 2014 he served as Secretary-Generaland Special Envoy to WHO / UN of the International Food and Beverage Alliance, a group of leading food and non-alcoholic beverage companieswith a global presence (including Unilever, Nestlé, McDonald’s, Coca-Cola, PepsiCo, Ferrero, Mars, General Mills, Mondelézand the Bel Group). He serves on the Board of Directors / Advisory Boards of selected health, wellness and medical diagnostics companies.

Upto 2005, Dr. Human served as secretary general of the World Medical Association (WMA), the global representative body for physicians.He was instrumental in the establishment of the World Health Professions Alliance, an alliance of the global representative bodies ofphysicians, nurses, pharmacists, dentists and physical therapists. During 2006 he was elected to serve as the secretary-general of theAfrica Medical Association (AfMA). He is a fellow of the Russian and Romanian Academies of Medical Sciences. He is a published author,international lecturer and health care consultant specializing in global health strategy, corporate and product transformation, harmreduction, access to healthcare and health communication. He authored the book “Wise Nicotine” in 2009, in which the preferredfuture for tobacco harm reduction and the emergence of next generation nicotine products was described. Editor of the book “CaringPhysicians of the World”, a project in collaboration with Pfizer Inc.

Hewas a clinician for two decades, part of the pediatric endocrinology research and diabetes unit at the John Radcliffe Hospital and wasinvolved in the establishment of several medical centers, a hospital and emergency clinic in South Africa.

Dr.Human qualified as a physician in South Africa and completed his postgraduate studies in family medicine and child health in South Africaand Oxford, England. His business studies (MBA) were completed at the Edinburgh Business School.

MarioGobbo, Director

MarioGobbo has 35 years of banking and corporate finance experience in healthcare and energy. His expertise encompasses venture capital andprivate equity as well as investment banking and strategic advisory services. Mr. Gobbo currently serves as acting CFO of Xcovery, acancer-based biotech company and on the Supervisory Board and is Chair of Cinkarna Celje, a fine chemicals for paints (titanium dioxide)company in Celje, Slovenia. Until recently, he was on the board of Zavarovalnica Triglav, the largest Slovene insurance company spearheadinghealthcare insurance in Central Europe and was Chairman of the Board and is Chair of the Audit Committee of Helix BioPharma, a Toronto-listedbiotech company developing interesting novel complex biomolecules to combat various cancers. As an executive director, he was also onthe board of Lazard Brothers, London.

WhileManaging Director for Health Care Capital Markets and Advisory with Natixis Bleichroeder in New York, from 2006 to 2009, he secured transactionsfor the bank’s M&A and equity capital markets pharmaceuticals and life sciences group. He obtained mandates for several IPOsand follow-on transactions on NASDAQ, as well as advisory assignments for health care and medical devices companies. When with the InternationalFinance Corporation, a World Bank Group institution dealing with private sector investments, the team he led completed several highlysuccessful equity and loan investments in biotech and generic pharmaceutical companies and funds in India, Latin America, China and CentralEurope. From 1993 to 2001, he was with Lazard in London, where he created and managed their Central and Eastern European operations,including Turkey. Mr. Gobbo advised on M&A, fundraising and privatization efforts for several key firms in the region.

MarioGobbo holds a Bachelor of Arts in Organic Chemistry from Harvard College, a Master of Science in Biochemistry from the University ofColorado and an MBA, a Master of Business Economics and a PhD (Management) from the Wharton School of the University of Pennsylvania.

MarkRadke, Director

MarkRadke is a lawyer with a distinguished career in the area of financial services, specializing in federal securities regulation. As theChief of Staff of the Securities and Exchange Commission under Chairman Harvey Pitt, he was responsible for that agency’s rulemakingin response to the Sarbanes Oxley Act. In private practice, as partner at several multinational law firms, he has represented corporations,brokerage and accounting firms, hedge funds and individuals on corporate governance, compliance, and regulatory issues involving notonly the SEC but other federal and state regulators.

Hewas active in advising clients on legislative initiatives that lead to the Dodd-Frank Act of 2010, and in subsequent efforts to extend,implement or amend various components of that and other federal securities legislation.

Asan adjunct professor at the Georgetown University Law Center, he has taught classes in aspects of securities regulation since 1999. Heholds a B.A., University of Washington, J.D., University of Baltimore, LI.M., Securities Regulation, Georgetown University Law Center.

SimonLangelier, Director 

SimonLangelier is currently a director of Imperial Brands PLC, a British multinational company with a comprehensive portfolio of traditionaland non-combustible tobacco and nicotine products.

Previously,in his 30-year career with Philip Morris International, Simon Langelier served in several senior positions, including President EasternEurope, Middle East & Africa, President Eastern Asia and President of Next Generation Products & Adjacent Businesses. He wasalso Managing Director in numerous countries in Europe and Colombia.

Mr.Langelier is currently an Honorary Professorial Fellow at Lancaster University in the U.K, a member of the Dean’s Council of thatuniversity’s Management School and a BSc Management Sciences graduate from the same institution.

InformationConcerning the Board of Directors and Certain Committees

TheBoard of Directors currently consists of five directors, four of whom the Board of Directors has determined are independent within themeaning of the rules of the OTCQB, which the Company has adopted as its definition of independence in the Audit Committee Charter. TheBoard of Directors held four regularly scheduled meetings during the 2021 fiscal year, and two special meetings during the 2021 fiscalyear. Each of the directors attended all meetings of the Board of Directors and committees on which they served during the 2021 fiscalyear. The Board of Directors does not have a formal policy governing director attendance at its annual meeting of stockholders.

Thestanding committees of the Board of Directors are the Audit Committee, the Compensation Committee and the Nominating and Corporate GovernanceCommittee, each of which was formed in 2019.

AuditCommittee. The purpose of the Audit Committee is to oversee (i) the integrity of our financial statements and disclosures,(ii) our compliance with legal and regulatory requirements, (iii) the qualifications, independence and performance of ourindependent auditing firm (the “External Auditor”), (iv) the performance of our External Auditors, (v) our internalcontrol systems, and (vi) our procedures for monitoring compliance with our Code of Business Conduct and Ethics.

TheAudit Committee held four formal meetings during fiscal year 2021. The current members of the Audit Committee are Messrs. Gobbo (Chair)and Radke.

TheBoard of Directors has determined that each member of the Audit Committee meets the independence standards set forth in Rule 10A-3 promulgatedunder the Exchange Act and the independence standards set forth in the rules of the OTCQB. The Board of Directors has determined thatMr. Gobbo qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K, promulgatedunder the Exchange Act.

TheAudit Committee operates under a written charter that is reviewed annually. Under the charter, the Audit Committee is required to pre-approvethe audit and non-audit services to be performed by our independent registered public accounting firm.

OurAudit Committee meets on a regular basis, at least quarterly and more frequently as necessary. Our Audit Committee’s primary functionis to assist our Board of Directors in fulfilling its oversight responsibilities by reviewing the financial information to be providedto stockholders and others, reviewing our system of internal controls, which management has established, overseeing the audit and financialreporting process, including the preapproval of services performed by our independent registered public accounting firm, and overseeingcertain areas of risk management.

CompensationCommittee. The Compensation Committee reviews the compensation strategy of the Company and consults with the Chief Executive Officer,as needed, regarding the role of our compensation strategy in achieving our objectives and performance goals and the long-term interestsof our stockholders. The Compensation Committee has direct responsibility for approving the compensation of our Chief Executive Officerand makes recommendations to the Board with respect to our other executive officers. The term “executive officer” has thesame meaning specified for the term “officer” in Rule 16a-1(f) under the Exchange Act.

OurChief Executive Officer sets the compensation of anyone whose compensation is not set by the Board and reports to the Board regardingthe basis for any such compensation if requested by it.

TheCompensation Committee may retain compensation consultants, outside counsel and other advisors as the Board deems appropriate to assistit in discharging its duties.

TheCompensation Committee held one formal meeting during fiscal year 2021. The members of the Compensation Committee are Dr. Human (Chair),and Mr. Langelier.

TheCompensation Committee operates under a written charter that is reviewed annually.

Nominatingand Corporate Governance Committee. The Nominating and Corporate Governance Committee identifies and recommends to the Board individualsqualified to be nominated for election to the Board and recommends to the Board the members and Chairperson for each Board committee.

Inaddition to stockholders’ general nominating rights provided in our Bylaws, stockholders may recommend director candidates forconsideration by the Board. The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholdersif the recommendations are sent to the Board in accordance with the procedures in the bylaws. All director nominations submitted by stockholdersto the Board for its consideration must include all of the required information set forth in our Bylaws.

DirectorQualifications. In selecting nominees for director, without regard to the source of the recommendation, the Nominating and CorporateGovernance Committee believes that each director nominee should be evaluated based on his or her individual merits, taking into accountthe needs of the Company and the composition of the Board. Members of the Board should have the highest professional and personal ethics,consistent with our values and standards and Code of Ethics. At a minimum, a nominee must possess integrity, skill, leadership ability,financial sophistication, and capacity to help guide us. Nominees should be committed to enhancing stockholder value and should havesufficient time to carry out their duties and to provide insight and practical wisdom based on their experiences. Their service on otherboards of public companies should be limited to a number that permits them, given their individual circumstances, to responsibly performall director duties. In addition, the Nominating and Corporate Governance Committee considers all applicable statutory and regulatoryrequirements and the requirements of any exchange upon which our common stock is listed or to which it may apply in the foreseeable future.

Evaluationof Director Nominees. The Nominating and Corporate Governance Committee will typically employ a variety of methods for identifyingand evaluating nominees for director. The Nominating and Corporate Governance Committee regularly assesses the appropriate size of theBoard and whether any vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies are anticipated,or otherwise arise, the Nominating and Corporate Governance Committee will consider various potential candidates for director. Candidatesmay come to the attention of the Nominating and Corporate Governance Committee through current directors, stockholders, or other companiesor persons. The Nominating and Corporate Governance Committee does not evaluate director candidates recommended by stockholders differentlythan director candidates recommended by other sources. Director candidates may be evaluated at regular or special meetings of the Nominatingand Corporate Governance Committee and may be considered at any point during the year.

Wedo not have a formal policy with regard to the consideration of diversity in identifying director nominees, but the Nominating and CorporateGovernance Committee strives to nominate directors with a variety of complementary skills so that, as a group, the Board will possessthe appropriate talent, skills, and expertise to oversee our businesses. In evaluating director nominations, the Nominating and CorporateGovernance Committee seeks to achieve a balance of knowledge, experience, and capability on the Board. In connection with this evaluation,the Audit and Executive Oversight Committee will make a determination of whether to interview a prospective nominee based upon the Board’slevel of interest. If warranted, one or more members of the Nominating and Corporate Governance Committee, and others as appropriate,will interview prospective nominees in person or by telephone. After completing this evaluation and any appropriate interviews, the Nominatingand Corporate Governance Committee will recommend the director nominees after consideration of all its directors’ input. The directornominees are then selected by a majority of the independent directors on the Board, meeting in executive session and considering theNominating and Corporate Governance Committee’s recommendations.

TheNominating and Corporate Governance Committee did not hold any meetings during the fiscal year 2021. The members of the Nominating andCorporate Governance Committee are Messrs. Radke (Chair) and Mr. Langelier.

TheBoard of Directors has determined that each member of the Nominating and Corporate Governance Committee meets the independence standardsset forth in Rule 10A-3 promulgated under the Exchange Act and the independence standards set forth in the New York Stock Exchange.

TheNominating and Corporate Governance Committee operates under a written charter that is reviewed annually.

Stockholderand Interested Party Communications with Directors

Weprovide the opportunity for our stockholders and other interested parties to communicate with any member, or all members, of our Boardof Directors by mail. To communicate with our Board of Directors, correspondence should be addressed to our Board of Directors or anyone or more individual directors or group or committee of directors by either name or title. All such correspondence should be sent tothe following address:

TheBoard of Directors of Cryomass Technologies Inc

c/oDr. Delon Human, Chairman of the Board

1001Bannock Street, Suite 612, Denver, CO 80204

Allcommunications received as described above will be opened by our Secretary for the sole purpose of determining whether the contents constitutea communication to our directors. Any contents that are not in the nature of advertising, promotions of a product or service, or patentlyoffensive material will be forwarded promptly to the director or directors to whom it is addressed. In the case of communications toour Board of Directors or to any group of directors, our Secretary will make sufficient copies of the contents to send to each addressee.

Compliancewith Section 16(a) of the Exchange Act

Section16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own 10% or more ofa class of securities registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in beneficialownership with the SEC. Directors, executive officers and greater than 10% stockholders are required by the rules and regulations ofthe SEC to furnish the Company with copies of all reports filed by them in compliance with Section 16(a).

Duringthe fiscal year ended December 31, 2019, the Company and its officers, directors and 10% shareholders (“Reporting Persons”)were not subject to the insider trading reports under Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”).On March 23, 2020 the Company became a reporting company under the Exchange Act and from that date Reporting Persons will be responsiblefor such filings. At time of filing, all such reports that should have been filed have been filed.

Codeof Ethics and Business Conduct

Wehave adopted a Code of Ethics that applies to all employees including our principal executive officer, principal financial officer, principalaccounting officer or controller, or persons performing similar functions. Our Code of Ethics is designed to deter wrongdoing and promote:(i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal andprofessional relationships; (ii) full, fair, accurate, timely and understandable disclosure in reports and documents that we filewith, or submit to, the SEC and in our other public communications; (iii) compliance with applicable governmental laws, rules andregulations; (iv) the prompt internal reporting of violations of the code to an appropriate person or persons identified in thecode; and (v) accountability for adherence to the code. Our Code of Ethics is available on our website at cryomass.com.

LegalProceedings

Weknow of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedingor pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficialshareholder, is an adverse party or has a material interest adverse to our company.

FamilyRelationships

Thereare no family relationships among our directors or executive officers.

Involvementin Certain Legal Proceedings

Noneof our directors, executive officers, promoters or control persons has been involved in any events requiring disclosure under Item 401(f)of Regulation S-K, except as follows:

EXECUTIVEOFFICERS COMPENSATION

Thefollowing table sets forth, for the years indicated, all compensation paid, distributed or earned for services, including salary andbonus amounts, rendered in all capacities by the Company’s named executive officers during the years ended December 31, 2021 andDecember 31, 2020. The information contained below represents compensation earned by the Company’s officers for their work relatedto the Company:

OUTSTANDINGEQUITY AWARDS AT FISCAL YEAR END

Thefollowing table provides information regarding the incentive plan awards for each named executive officer outstanding as of December31, 2021:

OutstandingShare Awards and Option Awards as of December 31, 2021

Thefollowing table provides information regarding the value vested or earned on incentive plan awards during the year ended December 31,2021:

IncentivePlan Awards – Value Vested or Earned During the Year

Re-pricingof Options

Wedid not re-price any options previously granted to our executive officers during the fiscal years ended December 31, 2021 and 2020.

DIRECTORCOMPENSATION

DirectorCompensation

Thegeneral policy of the Board is that compensation for independent directors should be a fair mix between cash and equity-based compensation.Additionally, the Company reimburses directors for reasonable expenses incurred during the course of their performance. There are nolong-term incentive or medical reimbursement plans. the Company does not pay directors, who are part of management, for Board servicein addition to their regular employee compensation. The Board determines the amount of director compensation. The board may appoint acompensation committee to take on this role.

DirectorCompensation Table

Thefollowing table provides information regarding compensation paid to the Company’s directors (other than a director who was a namedexecutive officer) during the year ended December 31, 2021:

2019Omnibus Stock Incentive Plan

TheCompany adopted its 2019 Omnibus Stock Incentive Plan (the “2019 Plan”), which provides for the issuance of stock options,stock grants and RSUs to employees, directors and consultants. The primary purpose of the 2019 Plan is to enhance the ability to attract,motivate, and retain the services of qualified employees, officers and directors. Any RSUs or stock options granted under the 2019 Planwill be at the discretion of the Compensation Committee of the Board of Directors. For the year ended December 31, 2021, the total stockcompensation expense was $2,653,271 and consisted of $1,685,066 related to RSUs and $968,205 related to stock options. Expenses for stock-basedcompensation is included on the accompanying consolidated statements of operations in general and administrative expense. No cash wasused to settle equity instruments granted under share-based payment arrangements.

2022Stock Incentive plan

General

Theboard of directors of the Company have adopted the 2022 Stock Incentive Plan (Incentive Plan), subject to the approval of the IncentivePlan by the Company’s stockholders. The purpose of the Incentive Plan is to advance the interests of the Company and its stockholdersby enabling the Company and its subsidiaries to attract and retain qualified individuals to perform services, to provide incentive compensationfor such individuals in a form that is linked to the growth and profitability of the Company and increases in stockholder value, andto provide opportunities for equity participation that align the interests of recipients with those of its stockholders.

TheIncentive Plan will permit the board of directors of the Company, or a committee or subcommittee thereof, to grant to eligible employees,non-employee directors and consultants of the Company and its subsidiaries non-statutory and incentive stock options, stockappreciation rights (SARs), restricted stock awards, restricted stock units (RSUs), deferred stock units, performance awards, non-employee directorawards, and other stock-based awards. Subject to adjustment, the maximum number of shares of Common Stock to be authorized forissuance under the Incentive Plan is 15.2% of the outstanding shares of Common Stock.

TheIncentive Plan was approved by a majority vote of shareholders on January 10, 2022.

Summaryof the Incentive Plan

Thefollowing is a summary of the principal features of the Incentive Plan. The summary is qualified in its entirety by reference tothe full text of the Incentive Plan, which is set forth in Exhibit 10.6.

Purpose

Thepurpose of the Incentive Plan is to advance the interests of the Company and its stockholders by enabling the Company and its subsidiariesto attract and retain qualified individuals to perform services, to provide incentive compensation for such individuals in a form thatis linked to the growth and profitability of the Company and increases in stockholder value, and to provide opportunities for equityparticipation that align the interests of recipients with those of its stockholders.

Administration

Theboard of directors of the Company will administer the Incentive Plan. The board has the authority under the Incentive Plan to delegateplan administration to a committee of the board or a subcommittee thereof. The board of directors of the Company or the committee ofthe board to which administration of the Incentive Plan has been delegated is referred to as the Committee. Subject to certain limitations,the Committee will have broad authority under the terms of the Incentive Plan to take certain actions under the plan.

Tothe extent permitted by applicable law, the Committee may delegate to one or more of its members or to one or more officers of the Companysuch administrative duties or powers, as it may deem advisable. The Committee may authorize one or more directors or officers ofthe Company to designate employees, other than officers, non-employee directors, or 10% stockholders of the Company, to receiveawards under the Incentive Plan and determine the size of any such awards, subject to certain limitations.

NoRe-pricing

TheCommittee may not, without prior approval of the the Company stockholders, effect any re-pricing of any previously granted“underwater” option or SAR by: (i) amending or modifying the terms of the option or SAR to lower the exercise price or grantprice; (ii) canceling the underwater option or SAR in exchange for (A) cash; (B) replacement options or SARs having a lower exerciseprice or grant price; or (C) other awards; or (iii) repurchasing the underwater options or SARs and granting new awards under the IncentivePlan. An option or SAR will be deemed to be “underwater” at any time when the fair market value of Common Stock is lessthan the exercise price of the option or the grant price of the SAR.

StockSubject to the Incentive Plan

Subjectto adjustment (as described below), the maximum number of shares of Common Stock authorized for issuance under the Incentive Planis 30,000,000 shares.

Sharesthat are issued under the Incentive Plan or that are subject to outstanding awards will be applied to reduce the maximum numberof shares remaining available for issuance under the Incentive Plan only to the extent they are used; provided, however, that the fullnumber of shares subject to a stock-settled SAR or other stock-based award will be counted against the shares authorized forissuance under the Incentive Plan, regardless of the number of shares actually issued upon settlement of such SAR or other stock-based award.Any shares withheld to satisfy tax withholding obligations on awards issued under the Incentive Plan, any shares withheld to pay theexercise price or grant price of awards under the Incentive Plan and any shares not issued or delivered as a result of the “netexercise” of an outstanding option or settlement of a SAR in shares will not be counted against the shares authorized for issuanceunder the Incentive Plan and will be available again for grant under the Incentive Plan. Shares subject to awards settled in cash willagain be available for issuance pursuant to awards granted under the Incentive Plan. Any shares related to awards granted under the IncentivePlan that terminate by expiration, forfeiture, cancellation or otherwise without the issuance of the shares will be available again forgrant under the Incentive Plan. Any shares repurchased by the Company on the open market using the proceeds from the exercise of an awardwill not increase the number of shares available for future grant of awards. To the extent permitted by applicable law, shares issuedin assumption of, or in substitution for, any outstanding awards of any entity acquired in any form of combination by the Company ora subsidiary or otherwise will not be counted against shares available for issuance pursuant to the Incentive Plan. The shares availablefor issuance under the Incentive Plan may be authorized and unissued shares or treasury shares.

Adjustments

Inthe event of any reorganization, merger, consolidation, recapitalization, liquidation, reclassification, stock dividend, stock split,combination of shares, rights offering, divestiture or extraordinary dividend (including a spin off) or other similar change in the corporatestructure or shares of Common Stock, the Committee will make the appropriate adjustment or substitution. These adjustments or substitutionsmay be to the number and kind of securities and property that may be available for issuance under the Incentive Plan. In order to preventdilution or enlargement of the rights of participants, the Committee may also adjust the number, kind, and exercise price or grantprice of securities or other property subject to outstanding awards.

EligibleParticipants 

Awardsmay be granted to employees, non-employee directors and consultants of the Company or any of its subsidiaries. A “consultant”for purposes of the Incentive Plan is one who renders services to the Company or its subsidiaries that are not in connection with theoffer and sale of its securities in a capital raising transaction and do not directly or indirectly promote or maintain a market forits securities.

Typesof Awards

TheIncentive Plan will permit the Company to grant non-statutory and incentive stock options, stock appreciation rights, restrictedstock awards, restricted stock units, deferred stock units, performance awards, non-employee director awards and other stock-based awards.Awards may be granted either alone or in addition to or in tandem with any other type of award.

StockOptions. Stock options entitle the holder to purchase a specified number of shares of Common Stock at a specified price, whichis called the exercise price, subject to the terms and conditions of the stock option grant. The Incentive Plan permits the grant ofboth non-statutory and incentive stock options. Incentive stock options may be granted solely to eligible employees of the Companyor its subsidiary. Each stock option granted under the Incentive Plan must be evidenced by an award agreement that specifies the exerciseprice, the term, the number of shares underlying the stock option, the vesting and any other conditions. The exercise price of each stockoption granted under the Incentive Plan must be at least 100% of the fair market value of a share of Common Stock as of the datethe award is granted to a participant. Fair market value under the plan means, unless otherwise determined by the Committee, the closingsale price of Common Stock, as reported on the Nasdaq Stock Market, on the grant date. The Committee will fix the terms and conditionsof each stock option, subject to certain restrictions, such as a ten-year maximum term.

StockAppreciation Rights. A stock appreciation right, or SAR, is a right granted to receive payment of cash, stock or a combination ofboth, equal to the excess of the fair market value of shares of Common Stock on the exercise date over the grant price of such shares.Each SAR granted must be evidenced by an award agreement that specifies the grant price, the term, and such other provisions as the Committeemay determine. The grant price of a SAR must be at least 100% of the fair market value of Common Stock on the date of grant. The Committeewill fix the term of each SAR, but SARs granted under the Incentive Plan will not be exercisable more than 10 years after the datethe SAR is granted.

RestrictedStock Awards, Restricted Stock Units and Deferred Stock Units. Restricted stock awards, restricted stock units, or RSUs, and/or deferredstock units may be granted under the Incentive Plan. A restricted stock award is an award of Common Stock that is subject to restrictionson transfer and risk of forfeiture upon certain events, typically including termination of service. RSUs or deferred stock units aresimilar to restricted stock awards except that no shares are actually awarded to the participant on the grant date. Deferred stock unitspermit the holder to receive shares of Common Stock or the equivalent value in cash or other property at a future time as determinedby the Committee. The Committee will determine, and set forth in an award agreement, the period of restriction, the number of sharesof restricted stock awards or the number of RSUs or deferred stock units granted, the time of payment for deferred stock units and othersuch conditions or restrictions.

PerformanceAwards. Performance awards, in the form of cash, shares of Common Stock, other awards or a combination of both, may be granted underthe Incentive Plan in such amounts and upon such terms as the Committee may determine. The Committee shall determine, and set forth inan award agreement, the amount of cash and/or number of shares or other awards, the performance goals, the performance periods and otherterms and conditions. The extent to which the participant achieves his or her performance goals during the applicable performance periodwill determine the amount of cash and/or number of shares or other awards earned by the participant.

Non-Employee DirectorAwards. The Committee at any time and from time to time may approve resolutions providing for the automatic grant to non-employee directorsof non-statutory stock options or SARs. The Committee may also at any time and from time-to-time grant on a discretionary basisto non-employee directors non-statutory stock options or SARs. In either case, any such awards may be granted singly, incombination, or in tandem, and may be granted pursuant to such terms, conditions and limitations as the Committee may establish in itssole discretion consistent with the provisions of the Incentive Plan. The Committee may permit non-employee directors to elect to receiveall or any portion of their annual retainers, meeting fees or other fees in restricted stock, RSUs, deferred stock units or other stock-based awardsin lieu of cash. Under the Incentive Plan the sum of any cash compensation, or other compensation, and the value (determined as of thegrant date in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto)of awards granted to a non-employee director as compensation for services as a non-employee director during any fiscalyear of the Company may not exceed $250,000 (increased to $350,000 with respect to any director serving as Chairman of the Board or LeadIndependent Director or in the fiscal year of a director’s initial service as a director).

OtherStock-Based Awards. Consistent with the terms of the plan, other stock-based awards may be granted to participants insuch amounts and upon such terms as the Committee may determine.

DividendEquivalents. With the exception of stock options, SARs and unvested performance awards, awards under the Incentive Plan may, in theCommittee’s discretion, earn dividend equivalents with respect to the cash or stock dividends or other distributions that wouldhave been paid on the shares of Common Stock covered by such award had such shares been issued and outstanding on the dividend paymentdate. However, no dividends or dividend equivalents may be paid on unvested awards. Such dividend equivalents will be convertedto cash or additional shares of Common Stock by such formula and at such time and subject to such limitations as determined by the Committee.

Terminationof Employment or Other Service 

TheIncentive Plan provides for certain default rules in the event of a termination of a participant’s employment or other service.These default rules may be modified in an award agreement or an individual agreement between the Company and a participant. If aparticipant’s employment or other service with the Company is terminated for cause, then all outstanding awards held by such participantwill be terminated and forfeited. In the event a participant’s employment or other service with the Company is terminated by reasonof death, disability or retirement, then: 

Inthe event a participant’s employment or other service with the Company is terminated by reason other than for cause, death, disabilityor retirement, then: 

Modificationof Rights upon Termination

Upona participant’s termination of employment or other service with the Company or any subsidiary, the Committee may, in its sole discretion(which may be exercised at any time on or after the grant date, including following such termination) cause stock options or SARs (or anypart thereof) held by such participant as of the effective date of such termination to terminate, become or continue to becomeexercisable or remain exercisable following such termination of employment or service, and restricted stock, RSUs, deferred stock units,performance awards, non-employee director awards and other stock-based awards held by such participant as of the effectivedate of such termination to terminate, vest or become free of restrictions and conditions to payment, as the case may be, followingsuch termination of employment or service, in each case in the manner determined by the Committee; provided, however, that no stock optionor SAR may remain exercisable beyond its expiration date any such action by the Committee adversely affecting any outstanding award willnot be effective without the consent of the affected participant, except to the extent the Committee is authorized by the Incentive Planto take such action.

Forfeitureand Recoupment 

Ifa participant is determined by the Committee to have taken any action while providing services to the Company or within one year aftertermination of such services, that would constitute “cause” or an “adverse action,” as such terms are definedin the Incentive Plan, all rights of the participant under the Incentive Plan and any agreements evidencing an award then held by theparticipant will terminate and be forfeited. The Committee has the authority to rescind the exercise, vesting, issuance or payment inrespect of any awards of the participant that were exercised, vested, issued or paid, and require the participant to pay to the Company,within 10 days of receipt of notice, any amount received or the amount gained as a result of any such rescinded exercise, vesting, issuance orpayment. the Company may defer the exercise of any stock option or SAR for up to six months after receipt of notice of exercise in orderfor the Board to determine whether “cause” or “adverse action” exists. The Company is entitled to withhold anddeduct future wages or make other arrangements to collect any amount due.

Inaddition, if the Company is required to prepare an accounting restatement due to material noncompliance, as a result of misconduct, withany financial reporting requirement under the securities laws, then any participant who is one of the individuals subject to automaticforfeiture under Section 304 of the Sarbanes-Oxley Act of 2002 will reimburse the Company for the amount of any award receivedby such individual under the Incentive Plan during the 12 month period following the first public issuance or filing withthe SEC, as the case may be, of the financial document embodying such financial reporting requirement. The Company also may seek to recoverany award made as required by the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act or any other clawback,forfeiture or recoupment provision required by applicable law or under the requirements of any stock exchange or market upon which CommonStock is then listed or traded or any policy adopted by the Company.

Effectof Change in Control 

Generally,a change in control will mean: 

Subjectto the terms of the applicable award agreement or an individual agreement between the Company and a participant, upon a change in control,the Committee may, in its discretion, determine whether some or all outstanding options and SARs shall become exercisable in full orin part, whether the restriction period and performance period applicable to some or all outstanding restricted stock awards and RSUsshall lapse in full or in part and whether the performance measures applicable to some or all outstanding awards shall be deemed to besatisfied. The Committee may further require that shares of stock of the corporation resulting from such a change in control, ora parent corporation thereof, be substituted for some or all of the shares of Common Stock subject to an outstanding award and that anyoutstanding awards, in whole or in part, be surrendered to the Company by the holder, to be immediately cancelled by the Company, inexchange for a cash payment, shares of capital stock of the corporation resulting from or succeeding the Company or a combination ofboth cash and such shares of stock.

Term,Termination and Amendment 

Unlesssooner terminated by the Board, the Incentive Plan will terminate at midnight on the day before the ten year anniversary ofits effective date. No award will be granted after termination of the Incentive Plan, but awards outstanding upon termination of theIncentive Plan will remain outstanding in accordance with their applicable terms and conditions and the terms and conditions of the IncentivePlan.

Subjectto certain exceptions, the Board has the authority to suspend or terminate the Incentive Plan or terminate any outstanding award agreementand the Board has the authority to amend the Incentive Plan or amend or modify the terms of any outstanding award at any time and fromtime to time. No amendments to the Incentive Plan will be effective without approval of the Company’ stockholders if: (a) stockholderapproval of the amendment is then required pursuant to Section 422 of the Code, the rules of the primary stock exchange on whichCommon Stock is then traded, applicable U.S. state and federal laws or regulations and the applicable laws of any foreign country orjurisdiction where awards are, or will be, granted under the Incentive Plan; or (b) such amendment would: (i) materially increase benefitsaccruing to participants; (ii) modify the re-pricing provisions of the Incentive Plan; (iii) increase the aggregate number of sharesof Common Stock issued or issuable under the Incentive Plan; (iv) increase any limitation set forth in the Incentive Plan on thenumber of shares of Common Stock which may be issued or the aggregate value of awards which may be made, in respect of any type of awardto any single participant during any specified period; (v) modify the eligibility requirements for participants in the Incentive Plan;or (vi) reduce the minimum exercise price or grant price as set forth in the Incentive Plan. No termination, suspension or amendmentof the Incentive Plan or an award agreement shall adversely affect any award previously granted under the Incentive Plan without thewritten consent of the participant holding such award.

FederalIncome Tax Information 

Thefollowing is a general summary, as of the date of this prospectus/proxy statement, of the federal income tax consequences to participantsand the Company of transactions under the Incentive Plan. This summary is intended for the information of stockholders considering howto vote at the Annual Meeting and not as tax guidance to participants in the Incentive Plan, as the consequences may vary with the typesof grants made, the identity of the participant and the method of payment or settlement. The summary does not address the effects ofother federal taxes or taxes imposed under state, local or foreign tax laws. Participants are encouraged to seek the advice of aqualified tax advisor regarding the tax consequences of participation in the Incentive Plan.

TaxConsequences of Awards 

IncentiveStock Options. With respect to incentive stock options, generally, the participant is not taxed, and the Company is not entitledto a deduction, on either the grant or the exercise of an incentive stock option so long as the requirements of Section 422 of the Codecontinue to be met. If the participant meets the employment requirements and does not dispose of the shares of Common Stock acquiredupon exercise of an incentive stock option until at least one year after date of the exercise of the stock option and at least twoyears after the date the stock option was granted, gain or loss realized on sale of the shares will be treated as long-term capitalgain or loss. If the shares of Common Stock are disposed of before those periods expire, which is called a disqualifying disposition,the participant will be required to recognize ordinary income in an amount equal to the lesser of (i) the excess, if any, of the fairmarket value of Common Stock on the date of exercise over the exercise price, or (ii) if the disposition is a taxable sale or exchange,the amount of gain realized. Upon a disqualifying disposition, the Company will generally be entitled, in the same tax year, to a deductionequal to the amount of ordinary income recognized by the participant, assuming that a deduction is allowed under Section 162(m) of theCode.

Non-Statutory StockOptions. The grant of a stock option that does not qualify for treatment as an incentive stock option, which is generally referredto as a non-statutory stock option, is generally not a taxable event for the participant. Upon exercise of the stock option, theparticipant will generally be required to recognize ordinary income in an amount equal to the excess of the fair market value of CommonStock acquired upon exercise (determined as of the date of exercise) over the exercise price of the stock option, and the Companywill be entitled to a deduction in an equal amount in the same tax year, assuming that a deduction is allowed under Section 162(m) ofthe Code. At the time of a subsequent sale or disposition of shares obtained upon exercise of a non-statutory stock option, anygain or loss will be a capital gain or loss, which will be either a long-term or short-term capital gain or loss, depending onhow long the shares have been held.

SARs.The grant of an SAR will not cause the participant to recognize ordinary income or entitle the Company to a deduction for federal incometax purposes. Upon the exercise of an SAR, the participant will recognize ordinary income in the amount of the cash or the value of sharespayable to the participant (before reduction for any withholding taxes), and the Company will receive a corresponding deduction in anamount equal to the ordinary income recognized by the participant, assuming that a deduction is allowed under Section 162(m) ofthe Code.

RestrictedStock, RSUs, Deferred Stock Units and Other Stock-Based Awards. The federal income tax consequences with respect to restrictedstock, RSUs, deferred stock units, performance shares and performance stock units, and other stock unit and stock-based awardsdepend on the facts and circumstances of each award, including, in particular, the nature of any restrictions imposed with respectto the awards. In general, if an award of stock granted to the participant is subject to a “substantial risk of forfeiture”(e.g., the award is conditioned upon the future performance of substantial services by the participant) and is nontransferable, a taxableevent occurs when the risk of forfeiture ceases or the awards become transferable, whichever first occurs. At such time, the participantwill recognize ordinary income to the extent of the excess of the fair market value of the stock on such date over the participant’scost for such stock (if any), and the same amount is deductible by the Company, assuming that a deduction is allowed under Section 162(m)of the Code. Under certain circumstances, the participant, by making an election under Section 83(b) of the Code, can acceleratefederal income tax recognition with respect to an award of stock that is subject to a substantial risk of forfeiture and transferabilityrestrictions, in which event the ordinary income amount and the Company’ deduction, assuming that a deduction is allowed underSection 162(m) of the Code, will be measured and timed as of the grant date of the award. If the stock award granted to the participantis not subject to a substantial risk of forfeiture or transferability restrictions, the participant will recognize ordinary income withrespect to the award to the extent of the excess of the fair market value of the stock at the time of grant over the participant’scost, if any, and the same amount is deductible by us, assuming that a deduction is allowed under Section 162(m) of the Code. Ifa stock unit award or other stock-based award is granted but no stock is actually issued to the participant at the time the awardis granted, the participant will recognize ordinary income at the time the participant receives the stock free of any substantial riskof forfeiture (or receives cash in lieu of such stock) and the amount of such income will be equal to the fair market value of the stockat such time over the participant’s cost, if any, and the same amount is then deductible by the Company, assuming that a deductionis allowed under Section 162(m) of the Code.

WithholdingObligations 

TheCompany is entitled to withhold and deduct from future wages of the participant, to make other arrangements for the collection of, orto require the participant to pay to the Company, an amount necessary for it to satisfy the participant’s federal, state or localtax withholding obligations with respect to awards granted under the Incentive Plan. Withholding for taxes may be calculated based onthe maximum applicable tax rate for the participant’s jurisdiction or such other rate that will not trigger a negative accountingimpact on the Company. The Committee may permit a participant to satisfy a tax withholding obligation by withholding shares of CommonStock underlying an award, tendering previously acquired shares, delivery of a broker exercise notice or a combination of these methods.

CodeSection 409A

Aparticipant may be subject to a 20% penalty tax, in addition to ordinary income tax, at the time a grant becomes vested, plus an interestpenalty tax, if the grant constitutes deferred compensation under Section 409A of the Code and the requirements of Section 409A of theCode are not satisfied.

CodeSection 162(m) 

Pursuantto Section 162(m) of the Code, the annual compensation paid to an individual who is a “covered employee” is not deductibleby the Company to the extent it exceeds $1 million. The Tax Cut and Jobs Act, signed into law on December 22, 2017, amendedSection 162(m), effective for tax years beginning after December 31, 2017, (i) to expand the definition of a “covered employee”to include any person who was the Chief Executive Officer or the Chief Financial Officer at any time during the year and the three mosthighly compensated officers (other than the Chief Executive Officer or the Chief Financial Officer) who were employed at any time duringthe year whether or not the compensation is reported in the Summary Compensation Table included in the proxy statement for the Company’Annual Meeting; (ii) to treat any individual who is considered a covered employee at any time during a tax year beginning after December 31,2106 as remaining a covered employee permanently; and (iii) to eliminate the performance-based compensation exception to the $1 milliondeduction limit.

ExciseTax on Parachute Payments 

Unlessotherwise provided in a separate agreement between a participant and the Company, if, with respect to a participant, the accelerationof the vesting of an award or the payment of cash in exchange for all or part of an award, together with any other payments that suchparticipant has the right to receive from the Company, would constitute a “parachute payment” then the payments to suchparticipant will be reduced to the largest amount as will result in no portion of such payments being subject to the excise tax imposedby Section 4999 of the Code. Such reduction, however, will only be made if the aggregate amount of the payments after such reductionexceeds the difference between the amount of such payments absent such reduction minus the aggregate amount of the excise tax imposedunder Section 4999 of the Code attributable to any such excess parachute payments. If such provisions are applicable and if an employeewill be subject to a 20% excise tax on any “excess parachute payment” pursuant to Section 4999 of the Code, the Company willbe denied a deduction with respect to such excess parachute payment pursuant to Section 280G of the Code.

NewPlan Benefits 

Itis not presently possible to determine the benefits or amounts that will be received by or allocated to participants under the IncentivePlan or would have been received by or allocated to participants for the last completed fiscal year if the Incentive Plan had then beenin effect because awards under the Incentive Plan will be made at the discretion of the Committee.

VoteRequired for Approval 

Theapproval of the Incentive Plan Proposal requires the affirmative vote of the holders of a majority of the shares of Common Stock castby the stockholders represented in person or by proxy and entitled to vote thereon at the Annual Meeting. Abstentions and broker non-votes willnot be counted for purposes of determining whether this proposal has been approved.

IncentivePlan Awards

Thefollowing table provides information regarding the incentive plan awards for each director (other than a director who was a named executiveofficer) outstanding as of December 31, 2021:

OutstandingShare Awards and Options Awards

Directorsand Officers Liability Insurance

Asof December 31, 2021, the Corporation maintained $1,000,000 of group liability insurance for the protection of the directors and officersof the Corporation. In the fiscal year ended December 31, 2020, the Corporation paid an annual premium of $272,500 for such policy.

Pension,Retirement or Similar Benefit Plans

Thereare no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We haveno material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executiveofficers, except that stock options, restricted share units and deferred share units may be granted at the discretion of the Board ora committee thereof.

Indebtednessof Directors, Senior Officers, Executive Officers and Other Management

Noneof our directors or executive officers or any associate or affiliate of our Company during the last two fiscal years, is or has beenindebted to our Company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currentlyoutstanding.

TerminationBenefits

Wedo not have agreements with any named executives that would result in payments to them solely upon a change in control of Cryomass TechnologiesInc. However, under the employment and severance agreements with named executives, three named executives would be entitled to severancebenefits upon termination of employment under certain circumstances. Further, our Compensation Committee retains discretion to provideadditional benefits to senior executives upon termination or resignation if it determines the circumstances so warrant.

Asof the date hereof, Ms. Patricia Kovacevic’s employment agreement provides that Ms. Kovacevic shall receive continued paymentsfrom the Company in the event of disability, death, termination for any reason or no reason except for cause (including resignation)of the named executive officer with the Company, for the duration of the term of the respective employment agreement, and shall be givencredit under any RSU agreement as if she remained employed with the Company for the term of the employment agreement for the purposesof vesting thereunder.

Asof the date hereof, Mr. Philip Blair Mullin’s employment agreement provides that Mr.Mullin shall receive certain payments fromthe Company in the event of disability, death, termination for other than for cause of the named executive officer with the Company,for the duration of the term of the respective employment agreement, and shall be given credit under any RSU agreement as if he remainedemployed with the Company for the term of the employment agreement for the purposes of vesting thereunder.

Asof the date hereof, Mr. Christian Noel’s employment agreements provides that Mr. Noel shall receive certain payments from the Companyin the event of disability, death, termination for other than for cause of the named executive officer with the Company, for the durationof the term of the respective employment agreement, and shall be given credit under any RSU agreement as if he remained employed withthe Company for the term of the employment agreement for the purposes of vesting thereunder.

CERTAINRELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Review,Approval or other transactions, transactions with family members – loans, debt conversion, private placement, ratification of transactionswith related persons

Wehave adopted a code of ethics and we rely on our board to review related party transactions on an ongoing basis to prevent conflictsof interest. Our Board reviews a transaction in light of the affiliations of the director, officer or employee and the affiliations ofsuch person’s immediate family. Transactions are presented to our Board for approval before they are entered into or, if this isnot possible, for ratification after the transaction has occurred. If our Board finds that a conflict of interest exists, then it willdetermine the appropriate remedial action, if any. Our Board approves or ratifies a transaction if it determines that the transactionis consistent with the best interests of the Company. During the year-ended December 31, 2021, the Board reviewed and approved a loanto the Company made by Christian Noel, its CEO. There were no other such transactions or requests for review during the fiscal yearsended December 31, 2020 and December 31, 2021.

SELLINGSHAREHOLDERS AND CERTAIN BENEFICIAL OWNERS

ThisProspectus covers the offering of up to 60,314,678 Common Shares by selling shareholders. This includes Common Shares acquirable uponexercise of our outstanding warrants.

Sellingshareholders are persons or entities that, directly or indirectly, have acquired shares, or will acquire shares from us from time totime upon exercise of certain warrants. This Prospectus and any prospectus supplement will only permit the selling shareholders to sellthe Common Shares identified in the column “Maximum Number of Shares which may be sold pursuant to this offering”.

Theselling shareholders may from time to time offer and sell the Common Shares pursuant to this Prospectus and any applicable prospectussupplement. The selling shareholders may offer all or some portion of the Common Shares they hold or acquire, but only Common Sharesthat are currently outstanding or are acquired upon the exercise of certain warrants that are currently outstanding, and in either caseincluded in the “Maximum Number of Shares which may be sold pursuant to this Offering” column, may be sold pursuantto this Prospectus or any applicable prospectus supplement.

TheCommon Shares issued to the selling shareholders are “restricted” securities under applicable federal and state securitieslaws and are being registered to give the selling shareholders the opportunity to sell their Common Shares. The registration of suchCommon Shares does not necessarily mean, however, that any of these Common Shares will be offered or sold by the selling shareholders.The selling shareholders may from time to time offer and sell all or a portion of their Common Shares in the over-the-counter market(to the extent that there is a market), in negotiated transactions, or otherwise, at market prices prevailing at the time of sale orat negotiated prices.

Theregistered Common Shares may be sold directly or through brokers or dealers, or in a distribution by one or more underwriters on a firmcommitment or best-efforts basis. To the extent required, the names of any agent or broker-dealer and applicable commissions or discountsand any other required information with respect to any particular offer will be set forth in an accompanying prospectus supplement. See“Plan of Distribution”.

Eachof the selling shareholders reserves the sole right to accept or reject, in whole or in part, any proposed purchase of the registeredCommon Shares to be made directly or through agents. To the extent that any of the selling shareholders are affiliates of our Companyor are brokers or dealers, they may be deemed to be “underwriters” within the meaning of the Securities Act and any commissionsreceived by them and any profit on the resale of the registered shares may be deemed to be underwriting commissions or discounts underthe Securities Act. As of the date of this Prospectus and based on the representations we have received from the selling shareholders,one of the selling shareholders is a broker or dealer or are affiliated with a broker or dealer and are identified below. Selling shareholdersthat are affiliates of or have material relationships with our Company are also identified below.

Thefollowing table sets forth the name of persons who are offering the resale of Common Shares by this Prospectus, the number of CommonShares beneficially owned by each person, the number of Common Shares that may be sold in this offering and the number of Common Shareseach person will own after the offering, assuming they sell all of the Common Shares offered. The information appearing in the tablebelow is based on information provided by or on behalf of the named selling shareholders. We will not receive any proceeds from the resaleof the Common Shares by the selling shareholders.