OVTZ 10-K & 10-Q changes, risk factors and insider trading
Oculus Inc. · OTC · Services-Business Services, Nec · CIK 1107280 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
No wording changes found in this section (only numbers or dates changed in 3 paragraphs).
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Reverse Stock Split”
Largest changes
“The primary purpose of the reverse stock split would be to increase the per-share market price of the Company’s common stock, which could help the Company meet or maintain certain stock exchange listing requirements and potentially improve the marketability and liquidity of the Company’s common stock. However, there can be no assurance that the reverse stock split, if implemented, would have the intended effects, including maintaining compliance with applicable listing standards or improving the market price or trading activity of the Company’s common stock.”see in full comparison
“If implemented, the reverse stock split would combine the issued and outstanding shares of the Company’s common stock into a smaller number of shares, with each stockholder maintaining the same proportional ownership interest in the Company, subject to the treatment of fractional shares. The reverse stock split would affect all holders of the Company’s common stock uniformly and would not alter any stockholder’s relative voting power or ownership percentage, except for adjustments that may result from the treatment of fractional shares. …”see in full comparison
“If the reverse stock split is implemented, the number of issued and outstanding shares of common stock would be reduced in accordance with the selected ratio. The reverse stock split would also result in a proportional adjustment to the number of shares of common stock issuable upon the exercise or conversion of the Company’s outstanding equity awards, warrants, options, and other convertible securities, as well as a proportional adjustment to the applicable exercise or conversion prices. The par value of the Company’s common stock would remain unchanged. …”see in full comparison
“At the Company’s Annual General Meeting held on October 15, 2025, the Company’s shareholders approved a proposal authorizing the Company’s Board of Directors (the “Board”) to amend the Company’s Articles of Incorporation to effect a reverse stock split of the Company’s issued and outstanding shares of common stock at a ratio ranging from 1-for-2 to 1-for-10. The proposal granted the Board discretion to determine the final reverse stock split ratio, as well as the timing and implementation of the reverse stock split, if at all.”see in full comparison
“As of the date of this Annual Report on Form 10-K, the Board has not determined whether to implement the reverse stock split, nor has it determined the ratio or timing of any such action. The Board retains the discretion to abandon the reverse stock split entirely if it determines that implementing the reverse stock split would not be in the best interests of the Company and its shareholders.”see in full comparison
Full comparison: every changed paragraph (11)
As more fully discussed below we have not been profitable, and our revenues for 20242025 and 20232024 were $Nil. We cannot predict our revenue levels for the next 12 months, or thereafter, nor when, or if, our operations will become profitable. We will require additional financing, both for the remainder of fiscal 20212026 and thereafter, to continue to operate and expand our business. There is no assurance that such financing will be available on commercially reasonable terms, if at all.
Selling, general and administrative expenses for the year ended December 31, 20242025 decreasedincreased by $50,953$34,682 to $223,545$258,227 from $274,498$223,545 for the year ended December 31, 2023.2024. This included professional expenses for the year ended December 31, 20242025 which decreasedincreased to $58,901$97,576 from $78,089$58,901 for the comparable year in 2023.2024. We incurred decreasedincreased costs in 20242025 due to minimalhigher corporatelegal andfees filing activitiesincurred during the fiscal year.
Research and development for the year ended December 31, 20242025 decreasedecreased to $6,926$1,008 from $95,884$6,926 for the comparable period in 2023.2024. We incurred decreased costs in 20242025 due to minimal activities during the fiscal year.
Research and development costs for the three monthsyear ended December 31, 2024,2025, decreased to $740$272 from $2,323$740 for the comparable year in 202232024 We incurred comparable costs in 20242025 as the management maintain its decision in 2023,2024, to develop CTSS (ComplyScan®) as well as the on-going development of our subsidiary’s Forget-Me-Yes® zero trust data privacy platform. (“Right-to-be-Forgotten” and “Right-to-Erase”).
Cash and cash equivalents usedprovided inby operating activities were $146,542$6,866 (20232024 - $533,021$146,542) for the year ended December 31, 2024.2025. Operating activities were affected by the change in non-cash working capital balances because of anthe increase in share-based compensation of $5,969, a decrease in accounts payable and accrued expenses of $30,597$30,918 and an increase in accounts payable and accrued expenses due to related parties of $205,887.$290,051.
Reverse Stock Split
At the Company’s Annual General Meeting held on October 15, 2025, the Company’s shareholders approved a proposal authorizing the Company’s Board of Directors (the “Board”) to amend the Company’s Articles of Incorporation to effect a reverse stock split of the Company’s issued and outstanding shares of common stock at a ratio ranging from 1-for-2 to 1-for-10. The proposal granted the Board discretion to determine the final reverse stock split ratio, as well as the timing and implementation of the reverse stock split, if at all.
If implemented, the reverse stock split would combine the issued and outstanding shares of the Company’s common stock into a smaller number of shares, with each stockholder maintaining the same proportional ownership interest in the Company, subject to the treatment of fractional shares. The reverse stock split would affect all holders of the Company’s common stock uniformly and would not alter any stockholder’s relative voting power or ownership percentage, except for adjustments that may result from the treatment of fractional shares. [Fractional shares, if any, would be rounded up to the nearest whole share / paid out in cash / otherwise treated in accordance with the terms determined by the Board.]
The primary purpose of the reverse stock split would be to increase the per-share market price of the Company’s common stock, which could help the Company meet or maintain certain stock exchange listing requirements and potentially improve the marketability and liquidity of the Company’s common stock. However, there can be no assurance that the reverse stock split, if implemented, would have the intended effects, including maintaining compliance with applicable listing standards or improving the market price or trading activity of the Company’s common stock.
If the reverse stock split is implemented, the number of issued and outstanding shares of common stock would be reduced in accordance with the selected ratio. The reverse stock split would also result in a proportional adjustment to the number of shares of common stock issuable upon the exercise or conversion of the Company’s outstanding equity awards, warrants, options, and other convertible securities, as well as a proportional adjustment to the applicable exercise or conversion prices. The par value of the Company’s common stock would remain unchanged. [The number of authorized shares of common stock would remain unchanged / would be adjusted proportionally, as applicable.]
As of the date of this Annual Report on Form 10-K, the Board has not determined whether to implement the reverse stock split, nor has it determined the ratio or timing of any such action. The Board retains the discretion to abandon the reverse stock split entirely if it determines that implementing the reverse stock split would not be in the best interests of the Company and its shareholders.
What changed in the latest 10-Q
Risk Factors
Oculus is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide information required under this Item. A description of the risks associated with our business, financial condition, and results of operations is set forth in Part I, Item 1A, of our Annual Report on Form 10 -K for the fiscal year ended December 31, 2025 filed with the SEC on March 20, 2026. Those factors continue to be meaningful for your evaluation of Oculus and we urge you to review and consider the risk factors presented in such Form 10-K.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Three-month period ended June 30, 2026”
New heading “Three-month period ended June 30, 2026”
Largest changes
We were incorporated on April 18, 1986, as “First Commercial Financial Group Inc.” in the Province of Alberta, Canada. In 1989, our name was changed to “Micron Metals Canada Corp.”, which purchased 100% of the outstanding shares of USA Video Inc., a Texas corporation, to focus on the digital media business. In 1995, we changed our name to “USA Video Interactive Corp.” and continued from the Province of Alberta into the State of Wyoming. At a shareholders meeting held on December 30, 2011, a resolution was passed to change our name to “Oculus VisionTech Inc.” and to effect a reverse stock split (share consolidation) on the basis of fifteen old common shares for one new common share. On January 25, 2012, we changed our name to “Oculus VisionTech Inc.”, which subsequently was changed to “Oculus Inc.” on January 16, 2025. In June 2020, OVTZ acquired OCL Technologies Inc. (OCL), a Delaware-based data privacy software development company located in San Diego, California. As a wholly-owned subsidiary of OVTZ, OCL changed its corporate name to ComplyTrust® Inc. (CTI) on January 21, 2021. On May 28, 2026, CRI changed its name to Atrivex Inc. Artivex Inc. will continue to carry on business as ComplyTrust® and use the ComplyTrust® brand. ComplyTrust®, Forget-Me-Yes®, and ComplyScan® are registered trademark of Artivex Inc. References to OCL and Artivex Inc. in this document refer to CTI.see in full comparisonOn January 16, 2025, we changed our name to “Oculus Inc.”
“To date, we have not achieved profitability and expect to incur substantial losses for the foreseeable future. Our net loss for the three months ended June 30, 2026 was $62,556 compared with a net loss of $51,718 for the comparative period.”see in full comparison
Selling, general and administrative expenses for thesee in full comparisonthreesix months endedMarchJune31,30, 2026 decreased to$46,813$94,097 from$87,637$124,252 for the comparable period.WeTheincurreddecrease in costs is due to lowercostsactivities during theperiod due to less professional fees incurred during the fiscalcurrent period.
Atsee in full comparisonMarchJune31,30, 2026 our cash position was$16,658,$4,989,ancomparedincrease fromto $9,409 at December 31, 2025. We had a working capital deficiency of$793,349$849,949 and an accumulated deficit of$49,095,222$49,157,778 atMarchJune31,30, 2026.
Full comparison: every changed paragraph (15)
We were incorporated on April 18, 1986, as “First Commercial Financial Group Inc.” in the Province of Alberta, Canada. In 1989, our name was changed to “Micron Metals Canada Corp.”, which purchased 100% of the outstanding shares of USA Video Inc., a Texas corporation, to focus on the digital media business. In 1995, we changed our name to “USA Video Interactive Corp.” and continued from the Province of Alberta into the State of Wyoming. At a shareholders meeting held on December 30, 2011, a resolution was passed to change our name to “Oculus VisionTech Inc.” and to effect a reverse stock split (share consolidation) on the basis of fifteen old common shares for one new common share. On January 25, 2012, we changed our name to “Oculus VisionTech Inc.”, which subsequently was changed to “Oculus Inc.” on January 16, 2025. In June 2020, OVTZ acquired OCL Technologies Inc. (OCL), a Delaware-based data privacy software development company located in San Diego, California. As a wholly-owned subsidiary of OVTZ, OCL changed its corporate name to ComplyTrust® Inc. (CTI) on January 21, 2021. On May 28, 2026, CRI changed its name to Atrivex Inc. Artivex Inc. will continue to carry on business as ComplyTrust® and use the ComplyTrust® brand. ComplyTrust®, Forget-Me-Yes®, and ComplyScan® are registered trademark of Artivex Inc. References to OCL and Artivex Inc. in this document refer to CTI. On January 16, 2025, we changed our name to “Oculus Inc.”
Sales for the three-monthsix-month periods ended MarchJune 31,30, 2026 and 2025 were $Nil.$Nil and $Nil, respectively.
The cost of sales for the three-monthsix-month periods ended MarchJune 31,30, 2026 and 2025 were $Nil.$Nil and $Nil, respectively.
Selling, general and administrative expenses, consisting of product marketing liabilities, consulting fees, office, professional fees and other expenses to execute our business plan and for our day-to-day operations, increasedchanged in the period ended MarchJune 31,30, 2026. We continue to develop and market C-DPS – Cloud Document Protection System and the “Right-to-be-Forgotten” and “Right-to-Erase” platform. Administrative expenses have increased/decreased moderately as a result of insignificant fluctuations in general costs.
Three-monthSix-month period ended MarchJune 31,30, 2026
Selling, general and administrative expenses for the threesix months ended MarchJune 31,30, 2026 decreased to $46,813$94,097 from $87,637$124,252 for the comparable period. WeThe incurreddecrease in costs is due to lower costsactivities during the period due to less professional fees incurred during the fiscalcurrent period.
Three-month period ended June 30, 2026
Selling, general and administrative expenses for the three months ended June 30, 2026 increased to $47,284, compared to $36,615 for the comparable period.
Three-monthSix-month period ended MarchJune 31,30, 2026
To date, we have not achieved profitability and expect to incur substantial losses for the foreseeable future. Our net loss for the threesix months ended MarchJune 31,30, 2026 was $55,562$124,633 compared with a net loss of $103,248$154,628 for the comparative period.
Three-month period ended June 30, 2026
To date, we have not achieved profitability and expect to incur substantial losses for the foreseeable future. Our net loss for the three months ended June 30, 2026 was $62,556 compared with a net loss of $51,718 for the comparative period.
At MarchJune 31,30, 2026 our cash position was $16,658,$4,989, ancompared increase fromto $9,409 at December 31, 2025. We had a working capital deficiency of $793,349$849,949 and an accumulated deficit of $49,095,222$49,157,778 at MarchJune 31,30, 2026.
As of MarchJune 31,30, 2026, we had $16,658$4,989 in cash. Management has forecasted the Company will not have sufficient working capital to operate for the ensuing 12 months. We will require an additional $3 million to $5 million to finance operations for fiscal 2026 and we intend to obtain such financing through sales of our equity securities. While the Company has been successful in the past in obtaining financing, there can be no assurance that the Company will be able to obtain adequate financing, or that such financing will be on terms acceptable to the Company, to meet future operational needs which may result in the delay, reduction, or discontinuation of ongoing development programs.
As of MarchJune 31,30, 2026, we have no off-balance sheet arrangements.
OVTZ insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding OVTZ (13F)
None of the 59 investors we track reported a position in their latest 13F.