. Common Stock

The shareholders have authorized

100,000,000

shares of voting common shares for issuance. On

December 31, 2019,

a total of

48,673,437

shares of common stock were either issued (

40,516,351

), reserved for conversion of convertible debt to stock (

2,350,949

), reserved for issuance to an investor (

400,000

), issuance to

two

Company officers as compensation (

238,997

one

Company employee (

6,309

), held for future compensation issue to a consultant (

51,214

), or held for future exercise of stock options (

4,657,000

)

and warrants (

452,617

During

2018,

3,740,973

shares of common stock were issued to investors for net proceeds of

$721,035

which were received in

2017

and included in advances from investors in the

2017

balance sheet.

During

2018,

the Company issued

1,700,000

shares of common stock to investors for net proceeds of

$401,250.

During

2018,

the Company issued

451,480

shares of common stock for compensation of

$116,250.

April 1, 2018,

Dr. Chen converted

$178,125

of convertible notes payable for

950,000

common shares. The stock was issued at a price of

$.1875

per share as stated in the Note.

Effective

July 1, 2018,

the Company acquired all of the voting interests of ACTS in exchange for

539,447

shares of ABI Restricted Common Voting Stock.

February 19, 2019,

200,000

shares were issued at the price of

$0.25

per share for the investment of

$50,000

in the Company’s

2016

Private Placement Offering.

February 26, 2019,

Stephen T. Chen, CEO, and Bernard Cohen, VP, received

100,000

shares of common stock and

12,000

shares of common stock, respectively, as payment of

fourth

quarter

2018

stock compensation totaling

$28,000.

The stock was issued, pursuant to the Board of Directors resolution of

March 27, 2018,

at a price of

$0.25

per share.

February 26, 2019,

24,000

common shares were issued to a Company consultant at

$0.25

per share as part of the engagement contract for services for the

fourth

quarter of fiscal year

2018.

The total amount of the stock was

$6,000.

Of the total options granted (

4,657,000

1,217,375

are vested as of

December 31, 2019.

March 26, 2019,

115,000

common shares were issued at

$0.25

per share for payment of aggregate finders' fees in the amount of

$28,750.

April 26, 2019,

Dr. Stephen T. Chen, Ph.D., CEO, received

67,377

shares at

$0.3711

per share as compensation in the amount of

$25,000

for the

first

quarter of

2019.

Also on

April 26, 2019,

Bernard Cohen, VP, received

8,085

shares at

$.3711

as compensation of

$3,000

for the

first

quarter of

2019

and Dr. Celee Spidel, Senior Medical Liaison, received

4,043

common shares at

$0.3711

for compensation of

$1,500

for the

first

quarter of

2019.

In addition to the aforementioned employees, the Company issued

16,170

shares of stock to the consultant at

$0.3711

per share for the designated part of

first

quarter compensation of

$6,000.

July 10, 2019,

Dr. Stephen T. Chen, Ph.D., CEO, converted

$68,930

of the promissory note executed by the Company on

June 30, 2016

and accrued interest of

$670

in to

371,200

shares, at the specified Conversion Price of

$0.1875

per share. Also on

July 10, 2019,

Dr. Chen converted

$30,400

of the promissory note executed by the Company on

January 30, 2016

in to

180,952

shares, at the specified Conversion Price of

$0.1681.

December 1, 2019,

the Company issued

300,000

shares at

$0.1875

per share for a

$56,250

investment in the

2016

Private Placement Offering. The Company received the funds on

November 23, 2017,

but did

not

receive the executed subscription documents from the investor until

2019.

Accrual for

2019

stock compensation and reservation of shares. The stock will be issued in

2020.

Beneficiary	Accrued Compensation Quarter 2		Accrued Compensation Quarter 3		Accrued Compensation Quarter 4		Total Compensation		Total Shares 1
Dr. Stephen T. Chen	$	25,000	$	25,000	$	25,000	$	75,000		213,390
Bernard Cohen	$	3,000	$	3,000	$	3,000	$	9,000		25,607
Dr. Celee Spidel	$	1,500	$	750		-	$	2,250		6,309
i2China Mgt., LLC	$	6,000	$	6,000	$	6,000	$	18,000		51,214
Total	$	35,500	$	34,750	$	34,000	$	104,250		296,520
Price Per Share	$	0.3499	$	0.4183	$	0.3043

Total number of shares reserved for the compensation accrued in

2019

and total number of shares issued

February

15,

2020

for

2019

stock compensation.

September 15, 2019,

the ABI Board of Directors unanimously approved a Consent Resolution enacting the

2019

Private Placement Memorandum and Subscription of Non-Distributive Intent (PPM Offering). The offering was approved for the sale of a maximum of

24,000,000

shares to raise an aggregate amount

not

to exceed

$6,000,000.

The stated use of proceeds was for commercialization of technologies and application of funds to operating expenses if necessary. The Offering closed on

December 17, 2019.

December 18, 2019,

the Company Board of Directors approved and enacted the

2019

PPM offering whereby a maximum of

12,000,000

shares of Common voting stock would be offered at

$0.25

per share for aggregate proceeds of

$3,000,000.

The offering is to be completed within

one

year from the date of approval. The proceeds are to be used for commercialization of technologies and application to operating expenses if necessary.

December 31, 2019,

the Company received

$100,000

from an investor who purchased

400,000

shares of Common stock at

$0.25

per share through the

2019

Private Placement Offering. The stock was issued subsequent to the Balance Sheet date on

February 15, 2020.

The Company did

not

pay any dividends to its common stock shareholders in

2019

and has

plans to do so in the immediate future.

Amarillo Biosciences, Inc. uses the services of American Stock Transfer and Trust Company as the Company’s transfer agent.