Quest Patent Research Corp. Files Amendment No. 1 to Annual Report on Form 10-K

TL;DR

<b>Quest Patent Research Corporation has filed an amendment to its 2023 annual report, providing updated information.</b>

AI Summary

QUEST PATENT RESEARCH CORP (QPRC) filed a Amended Annual Report (10-K/A) with the SEC on May 14, 2024. Quest Patent Research Corporation filed an Amendment No. 1 to its Form 10-K for the fiscal year ended December 31, 2023. The filing was submitted on May 14, 2024. The company's principal executive offices are located at 411 Theodore Fremd Ave., Suite 206S, Rye, NY 10580. Quest Patent Research Corporation is incorporated in Delaware. The company has not registered any securities pursuant to Section 12(b) of the Act, nor are any securities registered pursuant to Section 12(g) of the Act.

Why It Matters

For investors and stakeholders tracking QUEST PATENT RESEARCH CORP, this filing contains several important signals. This amendment indicates that Quest Patent Research Corporation is making adjustments or providing additional details to its previously filed 2023 annual report. The filing confirms the company's fiscal year end and principal business address, which are standard but essential disclosures for investors and regulators.

Risk Assessment

Risk Level: low — QUEST PATENT RESEARCH CORP shows low risk based on this filing. The filing is an amendment to a 10-K, which typically involves corrections or additions to previously reported information rather than new material events, suggesting a low level of immediate risk.

Analyst Insight

Review the specific changes made in Amendment No. 1 to the 10-K filing to understand any updated disclosures or corrections by Quest Patent Research Corporation.

Key Numbers

• 2023-12-31 — Fiscal Year End (Reported fiscal year end)
• 2024-05-14 — Filing Date (Date of filing Amendment No. 1)
• 10-K/A — Form Type (Type of filing)

Key Players & Entities

• Quest Patent Research Corporation (company) — Registrant name
• 2023 (date) — Fiscal year end
• May 14, 2024 (date) — Filing date
• 411 Theodore Fremd Ave., Suite 206S, Rye, NY 10580 (address) — Principal executive offices
• Delaware (jurisdiction) — State of incorporation
• 11-2873662 (identifier) — IRS Employer Identification No.
• 33-18099-NY (identifier) — Commission File Number

FAQ

Industry Context

Quest Patent Research Corporation operates within the wholesale trade sector, specifically miscellaneous nondurable goods.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, requiring regular reporting from public companies.

What Investors Should Do

1. Review the full Amendment No. 1 filing for specific details on any changes or additions to the original 10-K.
2. Note the company's fiscal year end of December 31, 2023, and the filing date of May 14, 2024.
3. Confirm the company's principal executive office location in Rye, NY.

Year-Over-Year Comparison

This is an amendment (10-K/A) to the previously filed 10-K for the fiscal year ended December 31, 2023.

Key Financial Figures

• $4,000,000 — o us a financing facility of: (a) up to $4,000,000 for operating expenses; (b) $3,300,000
• $3,300,000 — $4,000,000 for operating expenses; (b) $3,300,000 to fund the cash payment portion of the
• $25,000,000 — ("Tower"); and (c) up to an additional $25,000,000 for the acquisition of mutually agreed

Filing Documents

• ea0205717-10ka1_quest.htm (10-K/A) — 1519KB
• ea020571701ex31-1_quest.htm (EX-31.1) — 10KB
• ea020571701ex32-1_quest.htm (EX-32.1) — 4KB
• image_001.jpg (GRAPHIC) — 8KB
• image_002.jpg (GRAPHIC) — 15KB
• 0001213900-24-042513.txt (&nbsp;) — 6683KB
• qprc-20231231.xsd (EX-101.SCH) — 65KB
• qprc-20231231_cal.xml (EX-101.CAL) — 34KB
• qprc-20231231_def.xml (EX-101.DEF) — 307KB
• qprc-20231231_lab.xml (EX-101.LAB) — 521KB
• qprc-20231231_pre.xml (EX-101.PRE) — 308KB
• ea0205717-10ka1_quest_htm.xml (XML) — 612KB

, Item 1A, "Risk Factors,"

Part I, Item 1A, "Risk Factors,"

, Item 7, "Management's

Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," and

, Item 8, "Financial Statements

Part II, Item 8, "Financial Statements and Supplementary Data," In accordance with applicable SEC rules, this Form 10-K/A includes an updated signature page and certifications of the Company's Chief Executive Officer and Acting Principal Financial Officer in Exhibits 31.1 and 32.1 as required by Rule 12b-15. Refer to Note 1, of the Notes to Restated Consolidated Financial Statements of this Form 10-K/A for additional information and for the summary of the accounting impacts of the restatement of the Company's consolidated financial statements. TABLE OF CONTENTS Page PART I 1 Item 1.

Business

Business 1 Item 1A.

Risk Factors

Risk Factors 29 Item 1B. Unresolved Staff Comments 40 Item 1C. Cybersecurity 40 Item 2.

Properties

Properties 41 Item 3.

Legal Proceedings

Legal Proceedings 41 Item 4. Mine Safety Disclosures 41 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 42 Item 6. [Reserved] 42 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 43 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 52 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 52 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 52 Item 9A.

Controls and Procedures

Controls and Procedures 52 Item 9B. Other Information 53 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 53 PART III 54 Item 10. Directors, Executive Officers and Corporate Governance 54 Item 11.

Executive Compensation

Executive Compensation 55 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 57 Item 13. Certain Relationships and Related Transactions, and Director Independence 59 Item 14. Principal Accounting Fees and Services 59 PART IV Item 15. Exhibits and Financial Statement Schedules 60 Item 16. Form 10-K Summary 61 As used in this annual report, the terms "we," "us," "our," and words of like import, and the "Company" refers to Quest Patent Research Corporation and its subsidiaries, unless the context indicates otherwise. i

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contain "forward-looking statements," within the meaning of the Private Securities Litigation Reform Act of 1995, all of which are "will," "forecasts," "projects," "intends," "estimates," and other words of similar meaning. One can identify them by the fact that they do not relate strictly to historical or current facts. These statements are likely to address our growth strategy, financial results and product and development programs. One must carefully consider any such may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed, and actual future results may vary materially. These risks and uncertainties, many of which are beyond our control, include, and are not limited to: Our ability to generate revenue from our intellectual property rights, including our ability to license our intellectual property rights and our ability to be successful in any litigation which we may commence in order to seek to monetize our intellectual property rights; Our ability or perceived ability to obtain necessary financing for operations and for the monetization of our intellectual property rights; Our ability to remain current with respect to our obligations under patent purchase agreements, the failure of which could result in a default under our agreement with QPRC Finance LLC ("QFL") and/or QPRC Finance III LLC ("QF3") or, even if the failure does not result in a default, it may affect the willingness of QF3 to make advances to us under the funding agreement; Our ability to generate sufficient proceeds from our intellectua

BUSINESS

ITEM 1. BUSINESS Overview We are an intellectual property asset management company. Our principal operations include the acquisition, licensing and enforcement of intellectual property rights that are either owned or controlled by us or one of our wholly-owned subsidiaries. We currently own, control or manage twenty-two intellectual property portfolios of which we are currently seeking or may seek monetization with respect to nine, which principally consist of patent rights. As part of our intellectual property asset management activities and in the ordinary course of our business, it has been necessary for us or the intellectual property owner who we represent to initiate, and it is likely to continue to be necessary to initiate, patent infringement lawsuits and engage in patent infringement litigation. We anticipate that our primary source of revenue will come from the grant of licenses to use our intellectual property, including primarily licenses granted as part of the settlement of patent infringement lawsuits. Intellectual property monetization includes the generation of revenue and proceeds from the licensing of patents, patented technologies and other intellectual property rights. Patent litigation is often, and for us has been, a necessary element of intellectual property monetization where a patent owner, or a representative of the patent owner, seeks to protect its patent rights against the unlicensed manufacture, sale, and use of the owner's patent rights or products which incorporate the owner's patent rights. In general, we seek to monetize the bundle of rights granted by the patents through structured licensing and when necessary, enforcement of those rights through litigation, although to date all of our patent license revenues have resulted from litigation. To date all of our revenue from the licensing of our patents has resulted from litigation commenced by us. We intend to develop our business by acquiring intellectual property rights, eith

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