Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant
with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
are incorporated herein by reference:
(a) the
Company’s Annual Report on Form
10-K for the fiscal year ended December 31, 2021, filed with the SEC on
March 31, 2022 and Amendment No. 1 to Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on May
2, 2022;
(b) the
Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed with the SEC on May 16, 2022;
(c) the
Company’s Current Reports on Form 8-K and Form 8-K/A filed with the SEC on January
31, 2022 (except for the information furnished pursuant to Item 7.01 thereof), February
14, 2022 (except for the information furnished pursuant to Item 7.01 thereof), February
15, 2022 (except for the information furnished pursuant to Item 7.01 thereof), February
22, 2022 (except for the information furnished pursuant to Item 7.01 thereof), March
18, 2022 (except for the information furnished pursuant to Item 7.01 thereof), March
30, 2022, and March 30, 2022,
May 10, 2022; and
(c) the
description of the Common Stock as set forth in the Company’s registration statement on Form
8-A, filed with the SEC on June 3, 2015 pursuant to Section 12(g) of the Exchange Act, including any subsequent amendments or reports
filed for the purpose of updating such description.
All documents filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (except for information furnished to the SEC that is not deemed to be “filed”
for purposes of the Exchange Act) subsequent to the filing of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such
documents, except as to specific sections of such documents as set forth therein. Unless expressly incorporated into this Registration
Statement, any information contained in a report furnished on Form 8-K prior or subsequent to the filing of this Registration Statement
shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained in any subsequently filed document that also is deemed to be incorporated by reference herein
modifies or supersedes such statement.
Item 6. Indemnification of Directors and Officers.
The Company was incorporated in Nevada. NRS 78.7502(1)
provides that a corporation may indemnify, pursuant to that statutory provision, any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another
corporation or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by him or her in connection with such action, suit or proceeding if he is not liable pursuant to NRS 78.138 or
if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. NRS 78.138(7) provides
that, subject to limited statutory exceptions and unless the articles of incorporation or an amendment thereto (in each case filed on
or after October 1, 2003) provide for greater individual liability, a director or officer is not individually liable to the corporation
or its stockholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a director or officer
unless the presumption established by NRS 78.138(3) has been rebutted and it is proven that (i) his or her act or failure to act constituted
a breach of his or her fiduciary duties as a director or officer, and (ii) such breach involved intentional misconduct, fraud or a knowing
violation of the law.
NRS 78.7502(2) permits a corporation to indemnify,
pursuant to that statutory provision, any person who was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person
acted in any of the capacities set forth above against expenses, including amounts paid in settlement and attorneys’ fees actually
and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he acted under similar standards,
except that no indemnification pursuant to NRS 78.7502 may be made in respect of any claim, issue or matter as to which such person shall
have been adjudged by a court of competent jurisdiction, after any appeals taken therefrom, to be liable to the corporation or for amounts
paid in settlement to the corporation, unless and only to the extent that the court in which such action or suit was brought or other
court of competent jurisdiction determines that, in view of all the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses as the court deems proper. NRS 78.751(1) provides that a corporation shall indemnify any person who is
a director, officer, employee or agent of the corporation, against expenses actually and reasonably incurred by the person in connection
with defending an action (including, without limitation, attorney’s fees), to the extent that the person is successful on the merits
or otherwise in defense of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, including, without limitation, an action by or in the right of the corporation, by reason of the fact that the person is
or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or any claim, issue or matter
in such action.
NRS 78.751 provides that the indemnification pursuant
to NRS 78.7502 shall not be deemed exclusive or exclude any other rights to which the indemnified party may be entitled (except that indemnification
may not be made to or on behalf of any director or officer finally adjudged by a court of competent jurisdiction, after exhaustion of
any appeals taken therefrom, to be liable for intentional misconduct, fraud or a knowing violation of the law and such intentional misconduct,
fraud or a knowing violation of the law was material to the cause of action) and that the indemnification shall continue as to directors,
officers, employees or agents who have ceased to hold such positions, and to their heirs, executors and administrators. NRS 78.752 permits
a corporation to purchase and maintain insurance on behalf of a director, officer, employee or agent of the corporation against any liability
asserted against him or her or incurred by him or her in any such capacity or arising out of his or her status as such whether or not
the corporation would have the power to indemnify him or her against such liabilities.
The Company’s bylaws include express provisions
providing for the indemnification of its directors and officers to the fullest extent permitted under the NRS (except with respect to
actions brought by a person covered by such indemnification, which are only subject to indemnification if such action was authorized by
the Company’s board of directors), and the mandatory payment by the Company of expenses incurred by such persons in defending a
civil or criminal action, suit or proceeding in advance of the final disposition of the action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined that such person is not entitled
to be indemnified by the Company. The Company’s bylaws also permit the Company to purchase and maintain insurance or make other
financial arrangements on behalf of any such person for certain liability and expenses, whether or not we have the authority to indemnify
such person against such liability and expenses.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933, as amended (the “Securities Act”) may be permitted to the Company’s directors, officers
and controlling persons pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the SEC
such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The Company
has purchased directors’ and officers’ liability insurance which would indemnify its directors and officers against damages
arising out of certain kinds of claims which might be made against them based on their negligent acts or omissions while acting in their
capacity as such.