As filed with the Securities and Exchange Commission on September10, 2015August 17, 2018

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

FORM S-1UNDER

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

hopTo Inc.

(Exact name of registrant as specified in its charter)

1919 S. Bascom Avenue,6 Loudon Road, Suite 600
Campbell, CA 95008
200

Concord, New Hampshire 03301

(800) 472-7466

(Address and telephone number of registrant’s principal executive offices)

Jean-Louis Casabonne

Chief Financial Officer
and Interim Chief Executive Officer

hopTo Inc.
1919 S. Bascom Avenue,

6 Loudon Road, Suite 600
Campbell, CA 95008
200

Concord, New Hampshire 03301

(800) 472-7466

(Name, Address and Telephone Number of Agent for Service)

Copy to:

Ben D. Orlanski, Esq.

Katherine J. Blair, Esq.

Manatt, Phelps & Phillips, LLP

11355 West Olympic Boulevard

Los Angeles, CA 90064

(310) 312-4000

(310) 312-4224 – Facsimile

(Approximate date of commencement of proposed sale to the public:public)From time to time As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒[X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, of 1933,please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐[  ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐[  ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐[  ]

Indicate by check mark whether the Registrantregistrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:Act (Check one):

  CALCULATION OF REGISTRATION FEE

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information contained in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and the selling stockholders are not soliciting offers to buy these securities in any state where the offer or sale of these securities is not permitted.

SUBJECT TO COMPLETION, DATED SEPTEMBER10, 2015AUGUST 16, 2018

PRELIMINARY PROSPECTUS

HOPTO INC.

64,717,123564,556 Shares of Common Stock

This prospectus relates to the sale or other disposition from time to time of up to an aggregate of 64,717,123564,556 shares of our common stock by the persons described in this prospectus, whom we call the “selling stockholders,” identified in the section entitled “Selling Stockholders” in this prospectus, or their transferees. We are registering these shares as required by the terms of the registration rights agreements between the selling stockholders and us. Such registration does not mean that the selling stockholders will actually offer or sell any of these shares. We will not receive any proceeds from the sale or other disposition of the shares of common stock offered by the selling stockholders. We will, however, receive the exercise price of any warrants exercised for cash. To the extent that we receive cash upon exercise of any warrants, we expect to use that cash for working capital and general corporate purposes.

The selling stockholders or their transferees may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of common stock or interests in shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. For additional information, you should refer to the section entitled “Plan of Distribution” of this prospectus. We are contractually obligated to pay all expenses of registration incurred in connection with this offering, except any underwriting discounts and commissions incurred by the selling stockholders.

Our common stock is currently quoted on the OTC Bulletin BoardMarkets under the symbol “HPTO.” The closing sales price of our common stock on September 9, 2015August 15, 2018 was $0.09$0.34 per share.

This investment involves risks. You should refer to the discussion of risk factors, beginning on page7 8 of this prospectus.prospectus, and in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2017, attached hereto as Appendix A.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This prospectus is dated                       , 20152018

Table of Contents

ABOUT THIS PROSPECTUS

As permitted under the rules of the Securities and Exchange Commission, or the SEC, this prospectus incorporatesincludes important business information about hopTo Inc. that is also contained in documents that we file with the SEC, but that are not included in or delivered with this prospectus.SEC. You may obtain copies of these documents, without charge, from the website maintained by the SEC atwww.sec.gov,as well as other sources. See “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” in this prospectus.

Before you invest in our securities, you should read carefully the registration statement (including the exhibits thereto) of which this prospectus forms a part, this prospectus, any accompanying prospectus supplement, andour Annual Report on Form 10-K for the documents incorporated by reference intoyear ended December 31, 2017 (“Form 10-K”), filed with the SEC on April 17, 2018, attached as Appendix A to this prospectus and forming a part hereof, and our Quarterly Report on Form 10-Q for the period ended June 30, 2018 (“Form 10-Q,” and together with the Form 10-K, “SEC Reports”), filed with the SEC on August 14, 2018, attached as Appendix B to this prospectus and forming a part hereof. The SEC Reports attached in Appendix A and Appendix B are considered to be part of this prospectus. Any statement contained in this prospectus will be deemed to be modified or any accompanyingsuperseded for purposes of this prospectus supplement.to the extent that a statement contained in a later filed SEC Report modifies or replaces that statement. You should rely only on the information contained in or incorporated by reference into this prospectus.prospectus and our SEC Reports. We have not authorized anyone to provide you with additional or different information from that contained in this prospectus or incorporated by reference into this prospectus.our SEC Reports. You should assume that the information contained in or incorporated by reference into this prospectus and our SEC Reports is accurate only as of any date on the front cover of this prospectus or the daterespective dates of the document incorporated by reference,our SEC Reports, as applicable, regardless of the time of delivery of this prospectus or any exercise of the subscription rights. Our business, financial condition, results of operations and prospects may have changed since those dates.

Unless otherwise indicated or unless the context requires otherwise, all references in this prospectus to the “Company,” “the registrant,” “we,” “us,” and “our” mean hopTo Inc., a Delaware corporation, together with our consolidated subsidiaries, including GraphOn Corporation, a Delaware corporation, unless the context otherwise requires.

hopTo® and GO-Global®, among others, are registered trademarks of hopTo Inc., or its subsidiaries.

FORWARD-LOOKINGFORWARD-LOOKING INFORMATION

This prospectus includes, in addition to historical information, “forward-looking statements” withinstatements.” All statements other than statements of historical fact we make in this prospectus are forward-looking statements. In particular, the meaningstatements regarding industry prospects and our future results of the Private Securities Litigation Reform Actoperations or financial position are forward-looking statements. Such statements are based on management’s current expectations and are subject to a number of 1995. This act provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information about themselves so long as they identify these statements as forward-lookinguncertainties and provide meaningful cautionary statements identifying important factorsrisks that could cause actual results to differ significantly from those described in the projected results. Our forward-looking statements relate to future events or our future performance andforward looking statements. Factors that may cause such a difference include, but are not limited to, statements concerningthose discussed in Item 1A. “Risk Factors” in our business strategy, future commercial revenues, market growth, capital requirements, new product introductions, expansion plans and the adequacy of our funding. Other statements containedForm 10-K, as well as those discussed elsewhere in this prospectus. Statements included in this prospectus are based upon information known to us as of the date that are not historical facts are also forward-looking statements. You can sometimes identifythis prospectus is filed with the Securities and Exchange Commission (the “SEC”), and we assume no obligation to update or alter our forward-looking statements by our use of forward-looking words like “may,” “will,” “could,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “seeks,” “predicts,” “potential,” or “continue” or the negative of these terms and other similar expressions and terminology.

We caution investors that any forward-looking statements presentedmade in this prospectus, or that we may make orally or in writing from time to time, are based on the beliefs of, assumptions made by, and information currently available to, us. Although we believe that the plans, objectives, expectations and intentions reflected in or suggested by our forward- looking statements are reasonable, those statements are based only on the current beliefs and assumptions of our management and on information currently available to us and, therefore, they involve uncertainties and risks as to what may happen in the future. Accordingly, we cannot guarantee that our plans, objectives, expectations or intentions will be achieved. Our actual results, performance (financial or operating) or achievements could differ from those expressed in or implied by any forward-looking statement in this prospectuswhether as a result of many known and unknown factors, many of which are beyond our ability to predictnew information, future events or control, and those differences may be material. Some of the risks and uncertainties that may cause our actual results, performance or achievements to differ materially from those expressed or impliedotherwise, except as otherwise required by forward-looking statements include the following:applicable federal securities laws.

For further discussion of these and other factors see “Risk Factors” in this prospectus and the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in the documents incorporated into this prospectus by reference.our Form 10-K (Part II, Item 7 and Part I, Item 1A, respectively) attached hereto as Appendix A, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in our Form 10-Q (Part I, Item 2 and Part II, Item 1A, respectively) attached hereto as Appendix B. This prospectus and all other written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained in or referred to in this section.

Our forward-looking statements speak only as of the date they are made and should not be relied upon as representing our plans, objectives, expectations and intentions as of any subsequent date. Although we may elect to update or revise forward-looking statements at some time in the future, we specifically disclaim any obligation to do so, even if our plans, objectives, expectations or intentions change.

PROSPECTUS SUMMARY

This summary highlights information contained throughout this prospectus, or incorporated by reference intoin our Annual Report on Form 10-K for the year ended December 31, 2017 (“Form 10-K”), which is attached as Appendix A to this prospectus.prospectus, and in our Quarterly Report on Form 10-Q for the period ended June 30, 2018 (“Form 10-Q,” and together with the Form 10-K, “SEC Reports”) , which is attached as Appendix B to this prospectus and forms a part hereof. This summary does not contain all of the information that should be considered before investing in our securities. Investors should read the entire prospectus carefully, including the more detailed information regarding our business, the risks of purchasing our securities discussed in this prospectus underand in our SEC Reports. See “Risk Factors” beginning on page 78 of this prospectus and in the documents incorporated by reference into this prospectus, includingPart I, Item 1A of our financial statements and the accompanying notes.Form 10-K attached hereto as Appendix A.

Overview

The hopTo OpportunityOVERVIEW

The adoptionIntroduction

We are developers of application publishing software which includes application virtualization software and cloud computing software for multiple computer operating systems including Windows, UNIX and several Linux-based variants. Our application publishing software solutions are sold under the brand name GO-Global, which is our sole revenue source. GO-Global is an application access solution for use and/or resale by independent software vendors (“ISVs”), corporate enterprises, governmental and educational institutions, and others who wish to take advantage of cross-platform remote access and Web-enabled access to their existing software applications, as well as those who are deploying secure, private cloud environments.

Since 2012, we have also been developing several products in the field of software productivity for mobile devices such as tablets and smartphones, and tablets, inwhich have been marketed under the workplace has revealed the need for a mobile application and content access platform that addresses a range of mobile productivity challenges for professional/consumer users (“prosumers”), small and home offices (“SOHO”), small- to medium-sized businesses (“SMB” or “SMBs”), and Enterprise organizations. We believe a mobile platform that addresses this need will become a critical asset for any size organization, IT department, and for the most productive end user experience.hopTo brand.

Focusing more specifically onOver the larger SMB/Enterprise business markets, adoption of mobile devices is reshaping how organizations deliver, secure, and manage applications and content on these devices. This hasyears, we have also introduced challenges for organizationsmade significant investments in intellectual property (“IP”). We have filed many patents designed to integrateprotect the devices into daily workflows and manage security on both company-owned and employee-owned devices.

From a workflow standpoint, we believe business users want mobile solutions that enable them to replace or extend their traditional desktop PC environment with mobile devices, which is often easier said than done. PC users have enjoyed a rich ecosystem of applications andnew technologies that has been growing for over 30 years, and have come to expect an exceptional level of power and flexibility to get their work done. Many solutions have been developed to meet this challenge but generally have failed,embedded in particular for the iOS and Android devices that dominate both the consumer and business markets.hopTo.

Update on hopTo Plans

During Q4 2016, we have ceased all of our sales, marketing and development efforts for the hopTo products, and at this time we do not expect any meaningful revenues from these products in the foreseeable future.

Except for the sale of 7 patents sold to Salesforce.com during the fourth quarter of 2017, we own all hopTo-related IP including source-code, related patents, and the relevant trademarks. We continue to believe that we may be able to extract value from these assets and are currently working to do so at this time. For detailed information on the hopTo products and technologies, please refer to our Annual Report on form 10-K for the year ended December 31, 2017, which was filed with the SEC on April 17, 2018 as well as our other SEC filings which are available atwww.sec.gov. Such filings are being noted for historical information only; unless expressly noted, they are not incorporated herein by reference.

There is no certainty as to timing or success of our efforts to extract value from our hopTo assets, and stockholders should not place any reliance on the outcome of such efforts unless and until definitive agreements are reached, which may include the sale of certain of our hopTo software products or additional sales of patents.

Recent Developments

Warrant Exchange Transaction

Consistent with our prior disclosures in our annual report on Form 10-K, on May 21, 2018, we entered into an Exchange Agreement (the “Exchange Agreement”) with certain holders (the “Holders”) of existing warrants originally issued on June 17, 2013 and January 7, 2014 (the “Existing Warrants”) to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The hopTo ProductExisting Warrants were exercisable for an aggregate of 564,556 shares of the Company’s Common stock and have a weighted average exercise price of approximately $10.77.

Pursuant to the Exchange Agreement, the Company agreed to exchange the Existing Warrants held by the Holders for new warrants exercisable for an aggregate 564,556 shares of the Company’s Common Stock, having an exercise price of $0.01 per share and a five year term (the “New Warrants”). The Exchange Agreement provides for a full release of all claims by the Holders related to damages (including liquidated damages) related to alleged failures by the Company to file or maintain certain registration statements, and also includes representations and warranties, covenants and conditions customary in agreements of this type. The transactions contemplated by the Exchange Agreement closed on May 21, 2018. Accordingly, the Existing Warrants have been canceled and the New Warrants issued to the Holders.

Rights Agreement

As previously disclosed, on February 16, 2018, we entered into a Rights Agreement (the “Rights Agreement”) with American Stock Transfer & Trust Company, LLC, as rights agent (the “Rights Agent”). Details of the plan, including a copy of the Rights Agreement, can be found in the Form 8-A that the Company filed with the SEC on February 16, 2018.

In March, 2014, we announced our hopTo Work product which was subsequently releasedconnection with the adoption of the Rights Agreement and pursuant to its terms, the Company’s Board of Directors (the “Board”) authorized and declared a dividend distribution of one right (a “Right”) for each outstanding share of the common stock, $0.0001 par value per share (the “Common Stock”), of the Company to stockholders of record at the close of business on November 11, 2014. hopTo Work buildsFebruary 26, 2018 (the “Record Date”). Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of the Series A Junior Participating Preferred Stock, $0.01 par value per share (the “Preferred Stock”), of the Company at an exercise price of $1.00 per one one-thousandth of a Preferred Share, subject to adjustment (the “Exercise Price”). The complete terms of the Rights are set forth in the Rights Agreement (the “Rights Agreement”).

Generally, the Rights Agreement works by imposing a significant penalty upon the hopTo product (discussed below), bringing its core mobile productivity features to SMB/Enterprise users, with additional security and manageability functions. It targets Information Technology (“IT”) departmentsany person or group (including a group of persons that are concernedacting in concert with protecting and managing access to sensitive data, controlling access to business applications, compliance with internal policies and, in some cases, government regulations.

In March 2015, we announced availability of hopTo Work for tablets based on Google’s Android platform and for Apple iPhones. We also announced the availability of a new feature set for hopTo Work called MAX – Mobile App eXperience which allows users to transform their existing Windows based applications into touch-friendly, useable mobile apps, withtou the need for complex and expensive modificationseach other) that acquires ten percent (10%) or more of the original application.

On May 6, 2015, we announced that we had been verified as a Citrix Ready Premier Partner.

With hopTo Work, IT departments will be able to more easily and safely address these concerns while integrating mobile technology into their networks and user workflows. The initial version of hopTo Work leverages a customer’s existing Microsoft RDS infrastructure – a significant portion of Microsoft’s on-premise customer base – which enables an IT department to have mobile access for end users in minutes.

It will further enable business users to make a smooth and simple transition from PCs to mobile devices for all or part of their work. As withCommon Shares without the original prosumer/SOHO version of hopTo, the premise of hopTo Work is that mobile users in SMB/Enterprise businesses using devices such as the Apple iPad would like to travel with just their tablets but still have the benefits of secure access and editing capabilities for documents in their corporate cloud or network storage, personal cloud storage, and on their Windows computers. In addition, hopTo Work delivers the capability to mobilize Windows applications that businesses and organizations rely on for their daily operation.

hopTo Work is designed not only to assist users in performing operations on their iPads that typically require a Mac or Windows PC, but to do so within the data protection and access control policies of their IT organizations. Our view is that current solutions are limited becauseapproval of the needBoard. As a result, the overall effect of the Rights Agreement and the issuance of the Rights may be to install special applications and proceduresrender more difficult or discourage a merger, tender or exchange offer or other business combination involving the Company that are a hindranceis not approved by the Board. The Rights Agreement is not intended to user productivity. We address these issuesinterfere with any merger, tender or exchange offer or other business combination approved by the following features:

hopTo Work Target Markets

We view hopTo Work, with its additional application mobilization, security and manageability features, as a product that appealsstockholders. The Rights expire at or prior to the SMB and Enterprise markets. We expect sales strategies forearlier of (i) February 16, 2021 or (ii) the hopTo Work versionsredemption or exchange of the product to involve a combination of strategic partnerships with various relevant enterprise software companies and hosted service providers, a sales partner channel, and a direct sales team, just to name a few. hopTo Work is a paid offering that is currently sold on a perpetual license plus maintenance model. Other models suchRights as subscription based pricing might be made availableprovided for in the future based on market requirements.Rights Agreement.

The hopTo Consumer ProductCorporate Background

hopTo also offers a comprehensive productivity workspace for mobile devices (currently for the Apple iPad) that empowers mobile users by offering them functionalities similar to what they have come to expect from their PCs. For example, hopTo aggregates files and documents from multiple storage silos (such as Box, Dropbox, Google Drive, Microsoft OneDrive,Inc., or the user’s PC) intoCompany, is a single touch-friendly workspace. From within this workspace, usersDelaware corporation, founded in May 1996. Our headquarters are able to searchlocated at 6 Loudon Road, Suite 200, Concord, NH 03301, our toll-free phone number is 1-800-472-7466, and our phone number for documentslocal and international calls is 408-688-2674. We also have remote employees located in various states, as well as internationally in the workspace (which includes their cloud storage silosUnited Kingdom and their PC), view, edit, and share their documents, and import photos from their iPad camera roll or Google Image from Web.

hopTo provides powerful document editing capabilities that leverage legacy Windows applications, such as Microsoft Office, to give users a rich, native editing feature set. Its high degreeIsrael. Our corporate Internet Website is http://www.hopTo.com. The information on our Website is not part of compatibility with Microsoft Office enables easy collaboration with other users running Microsoft Office on Mac or Windows PCs. hopTo is unique in that it both leverages legacy applications for document editing and provides a touch-friendly user experience that, in our view, none of our competitors have achieved, and which mobile users will view as highly desirable.

The first commercially available version of hopTo was released on November 14, 2013, through the Apple App Store. hopTo currently runs on the Apple iPad family of devices, and we may make it available for other devices, such as the Apple iPhone and for devices based on the Google Android platform. This product is targeted at users who are transitioning from PC to mobile—to provide access to their content regardless of where it is stored, along with rich document editing capabilities, multitasking, file management, and more. The hopTo product is currently offered free of charge. Based on usage patterns and market acceptance we may, at some point in the future, decide to charge fees for this offering.prospectus.

Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to such reports filed with or furnished to the SEC under sections 13(a) or 15(d) of the Securities Exchange Act of 1934 are made available free of charge on our corporate Internet Website investor webpage atwww.hopto.com/investors (click the “Financial Reporting” link and then the “SEC Filings” link) as soon as reasonably practicable after such reports are electronically filed with or furnished to the SEC.

Our Intellectual Property

We believe that intellectual property (“IP”)IP is a business tool that potentially maximizes our competitive advantages and product differentiation, grows revenue opportunities, encourages collaboration with key business partners, and protects our long-term growth opportunities. Strategic IP development is therefore a critical component of our overall business strategy. It is a business function that consistently interacts with our research and development, product development, and marketing initiatives to generate further value from those operations.

We rely primarily on trade secret protection, copyright law, confidentiality, and proprietary information agreements to protect our proprietary technology and registered trademarks. Despite our precautions, it may be possible for unauthorized third parties to copy portions of our products, or to obtain information we regard as proprietary. The loss of any material trade secret, trademark, trade name or copyright could have a material adverse effect on our results of operations and financial condition. We intend to defend our proprietary technology rights; however, we cannot give any assurance that our efforts to protect our proprietary technology rights will be successful.

We also currently hold rights to patents. We regularly file patent applications to protect innovations arising from our research, development and design, andpatents but are not currently pursuing additional patent applications.

We do not believe our products infringe on the rights of any third parties, but we can give no assurance that third parties will not assert infringement claims against us in the future, or that any such assertion will not result in costly litigation or require us to obtain a license to proprietary technology rights of such parties.

ipCapital Group, Inc.

On October 11, 2011, we engaged ipCapital Group, Inc. (“ipCapital”), an affiliate of John Cronin, who is one of our directors, to assist us in the execution of our strategic decision to significantly strengthen, grow and commercially exploit our intellectual property assets. Our engagement agreement with ipCapital, which has been amended three times, affords us the right to request ipCapital to perform a number of diverse services, employing its proprietary processes and methodologies, to facilitate our ability to identify and extract from our current intellectual property base new inventions, potential patent applications, and marketing and licensing opportunities.

In addition See the Exhibits referred to in Item 15 in Form 10-K attached hereto as Appendix A for further details on the fees we agreed to pay ipCapital for its services, we issued ipCapital a five-year warrant to purchase up to 400,000 shares of our common stock at an initial price of $0.26 per share. Half of the warrant (200,000 shares) has a time-based vesting condition, with such vesting to occur in three equal annual installments. The vesting installments occurred on October 11, 2012 and 2013, and 2014, respectively. The remaining 200,000 shares became fully vested upon the completion to our satisfaction of all services that we had requested from ipCapital under the engagement agreement prior to the signing of the amendments. Such performance was deemed satisfactory during 2012. We believe that these fees, together with the issuance of the warrant, constitute no greater compensation than we would be required to pay an unaffiliated person for substantially similar services.and amendments thereto.

As a result of ipCapital’s work under the engagement agreement, as amended, as of August 3, 2015,14, 2018, 173 new patent applications have been filed. Of these 173 applications, 2253 patents have been granted by the United States Patent and Trademark Office (“USPTO”). Due to financial constraints on our operations, we have suspended patent prosecution activity other than to pay issuance fees for patents already approved by USPTO. We have also received notice from the USPTO that 6 additional patent applications have been allowed and will ultimately issue as US patents in the next 60-90 days. Wedo not expect to file more applications in 2015.2018.

ipCapital Licensing Company I, LLC

OnIn February 4, 2013, we entered into an IP Brokerage agreement with ipCapital Licensing Company I, LLC (“ipCLC”)(the (the “IP Brokerage Agreement”). At the time that we entered into this agreement, John Cronin was a partner at ipCLC until December 31, 2014.ipCLC. He is no longer affiliated with ipCLC. Pursuant to the IP Brokerage Agreement, we have engaged ipCLC, on a no-retainer basis, to identify and present us with candidates who may be seeking to acquire a certain limited group of our patents unrelated to our current business strategy. If duringIn June 2016, we determined that the applicable term we enter into an agreement with any candidate presented by ipCLC to acquire or otherwise exploit the covered patents, we will pay ipCLC a fee of ten percent (10%) of the royalties, fees, and other consideration paid over the life of the agreement.

The IP Brokerage Agreement is effectiveno longer in effect since ipCLC no longer exists as of February 4, 2013, and will end 18 months after we or ipCLC serve 60 days written notice of termination to the other party (with earlier termination possible in the event of a material breach). To date, we have paid no fee to ipCLC under the terms of the IP Brokerage Agreement.

The IP Brokerage Agreement provides for customary confidentiality undertakings, limitations on ipCLC’s total liability and mutual indemnification provisions.

We believe the terms of the IP Brokerage Agreement are fair and reasonable to us and are at least as favorable as those that we could be obtained on an arms’ length basis.

entity.

The GO-Global Software Products

Our GO-Global product offerings can be categorized into product families as follows:

Target Markets

The target market for our GO-Global products includes small to medium-sized companies, departments within large corporations, governmental and educational institutions, independent software vendors (ISVs) and value-added resellers (VARs). Our software enables these targeted organizations to move their existing applications to the public cloud and provide SaaS, or move them to a secure, private cloud environment. By using our software, organizations can give their remote users, partners and customers access to their native applications. Our software is designed to allow these organizations and enterprises to tailor the configuration of the end-user device for a particular purpose, rather than following a “one PC fits all” high-cost ownership model. We believe our opportunities are as follows:

Our Corporate InformationStrategic Customer Relationships

We believe it is important to maintain our current strategic alliances and to seek suitable new alliances in order to enhance shareholder value, improve our technology and/or enhance our ability to penetrate relevant target markets. We also are focusing on strategic relationships that have immediate revenue generating potential, strengthen our position in the server-based software market, add complementary capabilities and/or raise awareness of our products and us. Our strategic relationships for all GO-Global products include the following:

Sales, Marketing and Support

Sales and marketing efforts for our software products are directed at increasing product awareness and demand among ISVs, small to medium-sized enterprises, departments within larger corporations and VARs who have a Delaware corporation, founded in May 1996. On September 9, 2013vertical orientation or are focused on Windows, UNIX and/or Linux environments. Current marketing activities have been limited due to budget constraints but include Internet marketing, direct response, promotional materials, and maintaining an active Web presence for marketing and sales purposes.

For the year ended December 31, 2017 and 2016, our four most significant customers and partners accounted for approximately 35% and 25% of sales, respectively.

Many of our customers enter into, and periodically renew, maintenance contracts to ensure continued product updates and support. Currently, we changedoffer maintenance contracts for one, two, three and five-year periods.

Operations

We perform all purchasing, order processing and shipping of products and accounting functions related to our name from GraphOn Corporationoperations. Although we generally ship products electronically, when a customer requires us to hopTo Inc. Our headquartersphysically ship them a disc, production of the disc, printing of documentation and packaging are also accomplished through in-house means; however, since virtually all of our orders are currently located at 1919 S. Bascom Avenue, Suite 600, Campbell, California, 95008 and our phone number is 1-800-472-7466. Effective October 1, 2015, our headquarters will be located at 51 E. Campbell Avenue, Suite 128, Campbell, California, 95008. We also have an office in Concord, New Hampshire.being fulfilled electronically, we do not maintain any prepackaged inventory. Additionally, we have remote employees locatedrelatively little backlog at any given time; thus, we do not consider backlog a significant indicator of future performance.

Research and Development

Our 2017 research and development efforts focused on further enhancing the functionality, performance and reliability of existing products and developing new features. We invested $1,500,100 and $2,187,900 in various states,research and development with respect to our software products in 2017 and 2016, respectively. During 2017 and 2016, we did not capitalize any additional development investments incurred. During the six months ended June 30, 2018 and 2017, research and development expenses were $786,500 and 740,100, respectively.

Competition

The software markets in which we participate are highly competitive. Competitive factors in our market space include price, product quality, functionality, product differentiation and the breadth and variety of product offerings and product features. We believe that our products offer certain advantages over our competitors, particularly in product performance and market positioning.

GO-Global competes with developers of conventional server-based software for the individual PC, as well as internationallywith other companies in the United Kingdomcloud computing software market and Israel. Our corporate Internet Websitethe application virtualization software market. We believe our principal competitors in the cloud computing software market include Citrix Systems, Inc., OpenText Communications, Ltd. and Microsoft Corporation. Citrix is http://www.hopto.com. The information on our Websitean established leading vendor of virtualization software, OpenText is not partan established market leader for remote access to UNIX applications and Microsoft is an established leading vendor of this prospectus.Windows operating systems and services for servers.

Private PlacementsEmployees

This prospectus relates to the sale or other disposition by the selling stockholdersAs of an aggregateJune 30, 2018, we had a full-time equivalent of 64,717,123 shares14.0 total employees, including 3 in marketing, sales and support, 8.5 in research and development (which is inclusive of common stock, which were acquiredemployees who may also perform customer service related activities), 2.0 in the private placements described below (the “private placements”). The securities issuedadministration and finance and 0.5 in the private placements were offered and sold without registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and in complianceour patent group. We believe our relationship with Rule 506 of Regulation D promulgated thereunder.

On July 28, 2015, we sold an aggregate of 28,863,995 shares of common stock to certain accredited investors at a purchase price of $0.08074 per share. In addition, on that date, we sold an additional 2,724,795 shares of common stock at the same price to the following officers and directors of the Company: Eldad Eilam (CEO), Jean-Louis Casabonne (CFO), and directors Michael Brochu, Sam Auriemma, John Cronin, and Jeremy Verba (such transactions, collectively, the “2015 Private Placement”). We agreed to register the shares of common stock issued in the 2015 Private Placement for resale or other disposition by the holders thereof and to maintain the effectiveness of such registration statement, subject to certain exceptions, until such time as all of the shares have been sold or may otherwise be freely transferable without restriction. In the event that we fail to satisfy our registration obligations, we will be required to pay liquidated damages to the non-insider investors. In order to satisfy certain of these obligations, we have included the shares of common stock issued in the 2015 Private Placement, as well as shares issued in previous private placements described below, in the registration statement of which this prospectusemployees is a part.

On January 7, 2014, we entered into a securities purchase agreement, with a limited number of accredited investors, pursuant to which we issued and sold for cash units consisting of an aggregate of 11,299,999 sharesgood. None of our common stock and warrants to purchase an aggregate 5,650,001 shares of our common stock (the “2014 Private Placement”). The purchase price was $0.30 per unit.employees are covered by a collective bargaining agreement.

On June 17, 2013, we entered into, and subsequently consummated, an Exercise Agreement (the “Exercise Agreement”) with five of the largest investors in our 2011 private placement, providing for the exercise for cash by such investors of warrants to purchase an aggregate of 9,000,000 shares of our common stock. We received cash proceeds of $2.34 million as a result of the warrants exercised. In consideration for the early exercise of these warrants, we issued to the exercising holders an aggregate of 4.5 million new warrants to purchase common stock at an exercise price of $1.00 per warrant, with a term of five years from issuance.

On September 1, 2011, we issued 35,500,000 shares of our common stock at $0.20 per share to 33 accredited investors for an aggregate purchase price of $7.1 million and we also issued to the investors, for no additional consideration, warrants to purchase an aggregate of 17,750,000 shares of common stock at an exercise price of $0.26 per share (the “2011 Private Placement”). In connection with the private placement, the placement agent was issued warrants to purchase 3,550,000 shares of our common stock at $0.20 per share (currently exercisable at $0.1747 per share) and warrants to purchase 1,775,000 shares of our common stock at $0.26 per share (currently exercisable at $0.2220 per share), all of which are subject to adjustment upon the issuance of our common stock at a price below the exercise price of such warrants.

The OfferingTHE OFFERING

RISK FACTORS

RISK FACTORSThe risks and uncertainties described below could materially and adversely affect our business, financial condition and results of operations and could cause actual results to differ materially from our expectations. The risk factors described below include the considerable risks associated with the current economic environment and the related potential adverse effects on our financial condition and results of operations. You should read these risk factors in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 and our Consolidated Financial Statements and related notes in Item 8in our Annual Report on Form 10-K for the year ended December 31, 2017. There also may be other factors that we cannot anticipate or that are not described in this report generally because we do not currently perceive them to be material. Those factors could cause results to differ materially from our expectations.

There have been no material changes in our risk factors from those set forth under Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2017, which was filed with the Securities and Exchange Commission on April 17, 2018.

Risks Related to Our Business

We have a history of operating losses and expect these losses to continue, at least for the near future.net losses.

We have experienced significant operating and net losses since we began operations. We incurred lossesDespite generating a modest net profit from operations before provision for income taxes of $3,590,800 and $3,738,200 for the years ended December 31, 2014 and 2013, respectively, and $2,150,300 and $1,650,600 for the six months ended June 30, 2015 and 2014, respectively. We expect to report an operating loss on a consolidated basisnet income for the year ended December 31, 2015. In subsequent reporting periods,2017 after years of losses, this improved financial performance could reverse if revenues grow more slowly than anticipated,our GO-Global business, our only source of revenue, declines or if aggregate operating expenses exceed expectations, we will continue to be unprofitable. Even if we become profitable, we may beare unable to sustain such profitability. hopTo is subject to the risks of new software products in development and any failure to successfully commercially launch hopTo could have a material negative impact on us.maintain control over our expenses.

hopTo is subject to the risks of new software products in development and any failure to successfully commercially launch hopTo could have a material negative impact on us.

During April 2013, we launched the first public release of hopTo through Apple’s App Store and on November 14, 2013 we launched the first commercial version of hopTo through Apple’s App Store. The releases are targeted at Apple’s tablet devices, the iPad and the iPad Mini. On November 10, 2014 we launched the first commercial version of hopTo Work through Apple’s App store. On March 24, 2015, we announced the availability of hopTo Work on tablets based on the Google Android Platform and the iPhone.

There is no assurance that we will be able to develop a commercially viable version of our hopTo product, or that we may be able to successfully penetrate into its perceived marketplace. Any failure to develop a commercially viable version or to successfully penetrate into the market could have a material negative impact on our results of operations, financial position and cash flow.

hopTo and hopTo Work are new products in development. As such they face both development and market risks. Our development timetable could be adversely impacted by technical challenges that take longer than expected to resolve or third party delays, such as qualification standards imposed by companies such as Apple Inc. in the administration of the Apple app store. Even a successful and timely launch on app stores does not assure wide-scale adoption of a new product given the extremely competitive market for new productivity applications and the changing and difficult to ascertain demands of our target customers and users. In addition, we must develop a successful pricing policy to economically benefit from our development investments. Pricing policies are subject to considerable variation and require a high degree of judgment, and any significant failure to appropriately price our products could limit or even prevent our ability to effectively compete and profit from those products.

Our revenue is typically generated from a limited number of significant customers.

A material portion of our revenue, all of which is currently derived from our GO-Global products, during any reporting period is typically generated from a limited number of significant customers, all of which are unrelated third parties. We categorize our customers into three broad categories for revenue recognition purposes: stocking resellers, non-stocking resellers and direct end users. If any of our significant non-stocking resellers or direct end users reduce their order level or fail to order during a reporting period, our revenue could be materially adversely impacted because we recognize revenue on sales to these customers upon product delivery, assuming all other revenue recognition criteria have been met.

Our significant stocking resellers are typically ISVs who have bundled our products with theirs to sell as Web-enabled versions of their products. These customers maintain inventories of our products for resale, and we do not recognize revenue until our products are resold to end users, assuming all other revenue recognition criteria have been met. If these customers decide to maintain a lower level of inventory in the future and/or they are unable to sell their inventory to end users as quickly as they have in the past, our revenue and business could be materially adversely impacted.

If we are unable to develop new products and enhancements to our existing products, our business, results of operations, financial condition, and cash flows could be materially adversely impacted.

The market for our products and services is characterized by:

Our future success depends on our ability to continually enhance our current products and develop and introduce new productsfeatures and capabilities that our customers choose to buy. If we are unable to satisfy our customers’ demands and remain competitive with other products that could satisfy their needs by introducing new productsfeatures, capabilities and enhancements, our business, results of operations, financial condition, and cash flows could be materially adversely impacted. Our future success could be hindered by, among other factors:

For example, sales of our GO-Global Windows Host software could be affected by the announcement from Microsoft of thean intended release, and the subsequent actual release, of a new Windows-based operating system, or an upgrade to a previously released Windows-based operating system version. These new or upgraded systems may contain similar features to our products or they could contain architectural changes that would temporarily prevent our products from functioning properly within a Windows-based operating system environment.

OurDespite our generating net profit and positive cash flows from operations consume cash andin fiscal 2017, we may needare subject to raise additional capital in the future to fund our continued operating needs.various liquidity risks.

AsWe have incurred significant net losses since our inception. Despite making a net profit of June 30, 2015, our cash balance was $1,179,600, as compared with $1,557,100$600,600 for the fiscal year ended December 31, 2017, as of December 31, 2014,that date we had an accumulated deficit of $81,849,200 and a decreaseworking capital deficit of $377,500, or 24.2%. The decrease primarily resulted$1,947,800. Our ability to continue to generate net profits and positive cash flows from the cash we used in our operations offset by the cash provided by the payments received for a $1.5 million stocking order from one of our Go-Global ISV resellers.

Basedis dependent on our cash on hand as of June 30, 2015, the anticipation of continuedability to continue to generate revenue from our legacy GO-Global business, which in turn is subject to a variety of risks, some of which are described in this prospectus. As a very small company, we have limited ability to deploy new revenue increasing opportunities, and the anticipation of revenue fromlimited flexibility to respond to unforeseen adverse developments, such as customer losses, adverse market developments or unanticipated expenses. Although our hopTo Work product, and the $2,550,500 that we raised from the 2015 Private Placement, we believe that we will have sufficient capital resources to support our operational planscurrent operating plan does not call for the next twelve months; however; implementation of expansion plans for hopTo Work may require capital from issuances of debt or equity, or significant revenue from our recently launched hopTo Work product.

There can be no assurance of new revenue from new or existing product lines or additional capital from debt or equity issuances. In addition, issuancesraising of new capital, stockif we need to raise new capital, our ability to do so is extremely limited given our very small market capitalization and the limited volume in the trading of our common stock.

If we do need to issue new equity, such issuances may be at a significant discount to market prices, would dilute existing stockholders and may give the purchasers of new capital stock additional rights, preferences and privileges relative to existing stockholders. There can be no assurance that additional capital necessary for fullany execution of our hopTo business strategyoperations will be available on a timely basis, on reasonable terms or at all.

Challenges to Develop New Business May Reverse the Improvements in Our Finances. Our management believes that any significant improvement in the Company’s cash flow must result from increases in revenues from existing sources and from new revenue sources. The Company’s ability to develop new revenues depends on many factors not in its control, or only partially in its control, including available capital resources which affect the extent of its marketing activities and its research and development activities, all of which are limited by the Company’s small size and revenue base. We cannot assure you that the resources that the Company can devote to marketing and to research and development will be sufficient to increase its revenues to levels that will enable it to maintain positive operating cash flow in the future.

Sales of products within our GO-Global product families are likely to be our primaryonly source of revenue during 2015.2018.

AlthoughDue to financial constraints we believe that we will begin to generate revenue throughgradually suspended all development and sales of hopTo Work during 2015, we anticipate that salesproducts over the course of the second half of 2016. Sales of products within our GO-Global product families, and related enhancements, will bewere our primaryonly source of revenue during 2015.2017 and will continue to be our only source of revenue during 2018. The success, if any, of our new GO-Global releases may depend on a number of factors, including market acceptance of the new GO-Global releases and our ability to manage the risks associated with introducing such releases. Declines in demand for our GO-Global products could occur as a result of, among other factors:

If our customers do not continue to purchase GO-Global products as a result of these or other factors, our revenue would decrease and our results of operations, financial condition, and cash flows would be adversely affected.

Any growth in our business will come solely from GO-Global and our other assets, and not from the hopTo Work products. GO-Global is not a high growth business.

As of the fourth quarter of 2016, we effectively ceased all of our sales, marketing and R&D efforts for the hopTo products. hopTo Work was our primary growth initiative. We hope to maintain our GO-Global business at or near current levels, and we will evaluate opportunities for growing this business and for extracting value from our other assets as part of our business planning, but shareholders and prospective shareholders should clearly understand that the growth opportunity we previously anticipated in the hopTo product suite is not currently being pursued, and that our growth, if any, will be on a much lower scale.

Our operating results in one or more future periods are likely to fluctuate significantly and may fail to meet or exceed the expectations of investors.

Our operating results are likely to fluctuate significantly in the future on a quarterly and annual basis due to a number of factors, many of which are outside our control. Factors that could cause our operating results and therefore our revenues to fluctuate include the following, among other factors:

In addition, our royalty and license revenues are impacted by fluctuations in OEM licensing activity from quarter to quarter, which may involve one-time orders from non-recurring customers, or customers who order infrequently. Our expense levels are based, in part, on expected future orders and sales; therefore, if orders and sales levels are below expectations, our operating results are likely to be materially adversely affected. Additionally, because significant portions of our expenses are fixed, a reduction in sales levels may disproportionately affect our net income.financial results. Also, we may reduce prices and/or increase spending in response to competition or to pursue new market opportunities. Because of these factors, our operating results in one or more future periods may fail to meet or exceed the expectations of investors. In that event, the trading price of our common stock would likely be adversely affected.

We will encounter challenges in recruiting, hiring and retaining new personnel and/or replacements for any members of key management or other personnel who depart. Our chief executive and financial officer serves us on a part-time basis.

Our success and business strategy is dependent in large part on our ability to attract and retain key management and other personnel in certain areas of our business. If any of these employees were to leave, we would need to attract and retain replacements for them. We have lost employees, including at the officer level and in our new products engineering group, in the past. Without a successful replacement, the loss of the services of one or more key members of our management group and other key personnel could have a material adverse effect on our business.

With the exception of the employment agreement we entered into with our former Chief Executive Officer during 2013 which was terminated in July 2017, we do not have long-term employment agreements with any of our key personnel and any officer or other employee can terminate their relationship with us at any time. We may also need to add key personnel in the future in order to successfully implement our business strategies. The market for such qualified personnel is highly competitive and it includes other potential employers whose financial resources for such qualified personnel are more substantial than ours. Consequently, we could find it difficult to attract, assimilate or retain such qualified personnel in sufficient numbers to successfully implement our business strategies.

We have sought to match our expenses structure with business opportunities, but this creates risks. When we ceased our development and sales efforts associated with our hopTo Work products, we re-evaluated our management needs. As a result, our current Chief Executive Officer and Chief Financial Officer works for us on a part time basis. While we believe the smaller scale of our operations makes this arrangement workable, and has reduced our expense structure, the arrangement nevertheless makes it more difficult for the Company to evaluate and plan for growth opportunities. The Company has sought to address this challenge in various ways, including relying on the considerable expertise of our Board of Directors and the moderate use of professional advisors. Even though the Company has made considerable progress in the past fiscal year with a much reduced management staff, the Company and stockholders should recognize that this arrangement limits the Company’s ability to respond to challenges and develop opportunities. Should the Company revise its approach to management by hiring additional resources, this too, can create risks to the cost savings we have achieved, if any anticipated business opportunities are not realized, as has occurred in the past with hopTo Work.

Our failure to adequately protect our proprietary rights may adversely affect us.

Our commercial success is dependent, in large part, upon our ability to protect our proprietary rights. We rely on a combination of patent, copyright and trademark laws, and onas well as trade secrets, and confidentiality provisions and other contractual provisions to protect our proprietary rights. These measures afford only limited protection. We cannot assure you that measures we have taken or may take in the future will be adequate to protect us from misappropriation or infringement of our intellectual property. Despite our efforts to protect proprietary rights, it may be possible for unauthorized third parties to copy aspects of our products or obtain and use information that we regard as proprietary. In addition, the laws of some foreign countries do not protect our intellectual property or other proprietary rights as fully as do the laws of the United States. Furthermore, we cannot assure you that the existence of any proprietary rights will prevent the development of competitive products. The infringement upon, or loss of, any proprietary rights, or the development of competitive products despite such proprietary rights, could have a material adverse effect on our business.

Our business significantly benefits from strategic relationships and there can be no assurance that such relationships will continue in the future.

Our business and strategy relies to a significant extent on our strategic relationships with other companies. There is no assurance that we will be able to maintain or further develop any of these relationships or to replace them in the event any of these relationships are terminated. In addition, any failure to renew or extend any license between any third party and us may adversely affect our business.

We rely on indirect distribution channels for our products and may not be able to retain existing reseller relationships or to develop new reseller relationships.

Our GO-Global and hopTo Work products are primarily sold through several distribution channels. An integral part of our strategy is to strengthen our relationships with resellers such as OEMs, systems integrators, VARs, distributors and other vendors to encourage these parties to recommend or distribute our products and to add resellers both domestically and internationally. We currently invest, and intend to continue to invest, significant resources to expand our sales and marketing capabilities. We cannot assure you that we will be able to attract and/or retain resellers to market our products effectively. Our inability to attract resellers and the loss of any current reseller relationships could have a material adverse effect on our business, results of operations, financial condition, and cash flows. Additionally, we cannot assure you that resellers will devote enough resources to provide effective sales and marketing support to our products.

The marketmarkets in which we participate isare highly competitive and hashave more established competitors.

The markets we participate in with GO-Global and hopTo Work are intensely competitive, rapidly evolving and subject to continuous technological changes. We expect competition to increase in each of these markets as other companies introduce additional competitive products. In order to compete effectively, we must continually develop and market new and enhanced products and market those products at competitive prices. As markets for our products continue to develop, additional companies, including companies in the computer hardware, software and networking industries with significant market presence, may enter the markets in which we compete and further intensify competition. A number of our current and potential competitors have longer operating histories, greater name recognition and significantly greater financial, sales, technical, marketing and other resources than we do. We cannot give any assurance that our competitors will not develop and market competitive products that will offer superior price or performance features, or that new competitors will not enter our markets and offer such products. We believe that we will need to invest significant financial resources in research and development to remain competitive in the future in each of the markets in which we compete. Such financial resources may not be available to us at the time or times that we need them, or upon terms acceptable to us, or at all. We cannot assure you that we will be able to establish and maintain a significant market position in the face of our competition and our failure to do so would adversely affect our business.

Risks Related to Our Common Stock

Our stock is thinly traded and its price has been historically volatile.

Our stock is thinly traded. As such, holders of our stock are subject to a high risk of illiquidity, e.g., you may not be able to sell as many shares at the price you would like, or you may not be able to purchase as many shares at the price you would like, due to the low average daily trading volume of our stock. Additionally, the market price of our stock has historically been volatile; it has fluctuated significantly to date. The trading price of our stock is likely to continue to be highly volatile and subject to wide fluctuations. Your investment in our stock could lose some or all of its value.

Future sales of our common stock could adversely affect its price and our future capital-raising activities, and could involve the issuance of additional equity securities, which would dilute current shareholder investments in our common stock and could result in lowering the trading price of our common stock.

We may sell securities in the public or private equity markets if and when conditions are favorable. Sales of substantial amounts of common stock, or the perception that such sales could occur, could adversely affect the prevailing market price of our common stock and our ability to raise capital. We may issue additional common stock in future financing transactions or as incentive compensation for our management team and other key personnel, consultants and advisors. Issuing any equity securities would be dilutive to the equity interests represented by our then-outstanding shares of common stock. The market price for our common stock could decrease as the market takes into account the dilutive effect of any of these issuances. Furthermore, we may enter into financing transactions and issue securities with rights and preferences senior to the rights and preferences of our common stock, and we may issue securities at prices that represent a substantial discount to the market price of our common stock. A negative reaction by investors and securities analysts to any discounted sale of our equity securities could result in a decline in the trading price of our common stock.

We have a significant number of outstanding warrants and options, and future sales of these shares could adversely affect the market price of our common stock.

As of June 30, 2015 and December 31, 2014,2018, we had outstanding warrants for an aggregate of 21,174,274697,119 shares of common stock, at a weighted average exercise pricesprice of $0.46 per share for both periods. As of June 30, 2015$1.30, and December 31, 2014, we had outstanding options exercisable for an aggregate of 9,721,181 and 10,287,999300,032 shares of common stock, respectively, at a weighted average exercise pricesprice of $0.18$2.44 per share for both periods.share. The holders may sell these shares exercisable under warrants or options in the public markets from time to time. In addition, asif our stock price rises, more outstanding warrants and options will be “in-the-money” and the holders may exercise their warrants and options and sell a large number of shares. This could cause the market price of our common stock to decline.

Our common stock is quoted on the FINRA OTC Bulletin Board,Markets Group, Inc., which may have an unfavorable impact on our stock price and liquidity.

Our common stock is currently quoted under the symbol “HPTO” on the FINRA OTC Bulletin Board market (“OTC Bulletin Board”) operated by FINRA (Financial Industry Regulatory Authority) and on the OTC Markets’ QB tier. Neither the OTC Bulletin Board nor the OTCMarkets QB tier (“OTCQB”). The OTCQB is not a “national securities exchange,” nor do either of them have any listing standards to which we are bound, and in general, each is a significantly more limited market than the markets operated by the New York Stock Exchange and NASDAQ. The quotation of our shares on the OTC Bulletin Board and the OTC Markets’ QB tierOTCQB could result in a less liquid market being available for existing and potential stockholders to trade shares of our common stock, which could depress the trading price of our common stock and have a long-term adverse impact on our ability to raise capital in the future. Because of the limited trading market for our common stock, and because of the significant price volatility, investors may not be able to sell their shares of common stock when they want to do so.

Our stock may lose access to a viable trading market.

Given the increasing cost and resource demands of being a public company, we may decide to “go dark,” or cease filing with the SEC, by deregistering our securities, for a period of time until our assets and stockholder base are sufficient to warrant public trading again. During such time, there would be a substantial decrease in disclosure by us of our operations and prospects, and a substantial decrease in the liquidity in our common stock even though stockholders may still continue to trade our common stock in the OTC market or “pink sheets.” The market’s interpretation of a company’s motivation for “going dark” varies from cost savings, to negative changes in the firm’s prospects, to serving insider interests, which may affect the overall price and liquidity of a company’s securities.

We have never paid dividends on our common stock, and we do not anticipate paying any cash dividends in the foreseeable future.

We have never declared or paid dividends on our common stock, nor do we anticipate paying any cash dividends for the foreseeable future. We currently intend to retain future earnings, if any, to finance the operations and expansion of our business. Any future determination to pay cash dividends will be at the discretion of our Board of Directors and will be dependent upon the earnings, financial condition, operating results, capital requirements and other factors as deemed necessary by our Board of Directors.

FINRA’s sales practice requirements may also limit a stockholder'sstockholder’s ability to buy and sell our stock.

FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer'scustomer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA’s requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

Provisions in our Amended and Restated Certificate of Incorporation and Second Amended and Restated Bylaws and our Rights Agreement may prevent or discourage third parties or our stockholders from attempting to replace our management or influencing significant decisions.

Provisions in our Amended and Restated Certificate of Incorporation and Second Amended and Restated Bylaws may have the effect of delaying or preventing a change in control of our company or our management, even if doing so would be beneficial to our stockholders. These provisions include, but are not limited to, authorizing our Board of Directors to issue preferred stock without stockholder approval and limiting the persons who may call special meetings of stockholders and providing that stockholders cannot take action by written consent in lieu of a meeting. In addition, as described above under “Recent Developments”, the Rights Agreement works by imposing a significant penalty upon any person or group (including a group of persons that are acting in concert with each other) that acquires ten percent (10%) or more of the Common Shares without the approval of the Board. As a result, the overall effect of the Rights Agreement and the issuance of the Rights may be to render more difficult or discourage a merger, tender or exchange offer or other business combination involving the Company that is not approved by the Board. The Rights Agreement is not intended to interfere with any merger, tender or exchange offer or other business combination approved by the Board. Nor does the Rights Agreement prevent the Board from considering any offer that it considers to be in the best interest of its stockholders. The Rights expire at or prior to the earlier of (i) February 16, 2021 or (ii) the redemption or exchange of the Rights as provided for in the Rights Agreement. Together, these charter and contractual provisions could make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our common stock.

USE OF PROCEEDS

We have never paid dividendswill not receive any proceeds from the sale or other disposition of the shares of common stock offered by the selling stockholders. We will, however, receive the exercise price of any warrants exercised for cash. To the extent that we receive cash upon exercise of any warrants, we expect to use that cash for working capital and general corporate purposes.

PRICE RANGE OF OUR COMMON STOCK

Our common stock is quoted on the OTCQB tier under the symbol “HPTO.”

The following table sets forth, for the periods indicated, the high and low reported sales price of our common stock. The amounts reflected in the following table are also adjusted to reflect the impact of the Reverse Stock Split, which became effective in the stock market upon commencement of trading on January 28, 2016.