As filed with the Securities and Exchange Commission on June 27, 2002		Reg. No.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

MOSAIC IMMUNOENGINEERING INC.

PATRIOT SCIENTIFIC CORPORATION
(Exact name of registrant as specified in its charter)

10989 Via Frontera
San Diego,1537 South Novato Blvd, #5

Novato, California 92127
(858) 674-5000
94947

Telephone: (657) 208-0890

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Lowell W. Giffhorn, Secretary
Patriot Scientific Corporation
10989 Via Frontera
San Diego, California 92127
(858) 674-5000

Harvard Business Services, Inc.

16192 Coastal Hwy., Lewes, Delaware 19958

Telephone: (855) 336-5998

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to the agent for service, to:

Copies to:Dean M. Colucci

Leigh Krafchek

Otto E. Sorensen, Esq.
Luce, Forward, Hamilton & ScrippsDuane Morris LLP
600 West1540 Broadway Suite 2600
San Diego, California 92101New York, NY 10036-4086
(619) 236-1414
(619) 232-8311 (fax)Telephone: (973) 424-2020

Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement.Registration Statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.box: o☐

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, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.box: x☒

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

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

If delivery ofthis Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the prospectus is expected to be madeCommission pursuant to Rule 434, please462(e) under the Securities Act, check the following box.o☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act ☐

CALCULATION OF REGISTRATION FEE

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

CALCULATION OF REGISTRATION FEE

							Proposed Maximum				Proposed Maximum
Title of Each Class of Securities			Amount to be				Offering Price Per				Aggregate Offering				Amount of
to be Registered			Registered(1)				Unit(2)				Price				Registration Fee
Common Stock, $.00001 par value(3)				22,363,391			$	0.076			$	1,699,618			$	156
Common Stock, $.00001 par value(4)				25,747,325			$	0.076			$	1,956,797			$	180
	TOTAL			48,110,716			$	0.076			$	3,656,414			$	336

The information in this prospectus is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold until the registration statement is effective. This prospectus is not an offer to sell these securities and does not solicit an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION; AS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION ON JUNE 27, 2002

P R O S P E C T U S

PATRIOT SCIENTIFIC CORPORATION
10989 Via Frontera
San Diego, California 92127
(858) 674-5000

THE OFFERINGSubject to completion, preliminary prospectus dated December 10, 2020.

 The resale

7,287,676 Shares of Common Stock

This prospectus relates to the offer and sale by the selling stockholders identified in this prospectus of up to 48,110,7167,287,676 shares of common stockour Common Stock, consisting of (i) 6,422,290 shares of our Common Stock issuable upon the conversion of 630,000 shares of Series A Convertible Voting Preferred Stock (“Series A Preferred”) at a conversion ratio of 10.194106 shares of Common Stock for each share of Series A Preferred, (ii) 802,786 shares of our Common Stock issuable upon conversion of 70,000 shares of Series B Convertible Voting Preferred Stock (“Series B Preferred”) at a conversion ratio of 11.46837 shares of our Common Stock for each share of Series B Preferred, and (iii) up to 62,600 shares of our Common Stock to be issued pursuant to certain anti-dilution rights related to the Series B Preferred as defined in the over-the-counter marketSeries B Certificate of Designation.

The selling stockholders may sell all or a portion of these shares from time to time, in amounts, at prices and on terms determined at the prevailing market price ortime of sale. The shares may be sold by any means described in negotiated transactions.the section of this prospectus entitled “Plan of Distribution” beginning on page 9.

	•		up to 22,363,391 shares are issuable to the selling shareholders as conversion shares,
	•		up to 12,859,175 shares are issuable on the exercise of warrants issued to the selling shareholders, and
	•		12,888,150 shares are issuable on the exercise of warrants previously issued to Swartz Private Equity, LLC under note agreements.

We will not receive noany proceeds from the sale of thethese shares of our Common Stock by the selling shareholders. However,stockholders. We will bear all other costs, fees and expenses incurred in effecting the registration of the shares covered by this prospectus. All selling and other expenses incurred by the selling stockholders will be borne by the selling stockholders.

We are registering the offer and sale of these shares pursuant to certain registration rights granted to the selling stockholders. The registration of these shares of Common Stock does not necessarily mean that any of the shares will be offered or sold by the selling stockholders. The timing and amount of any sale is within the sole discretion of the selling stockholders.

Our Common Stock is quoted on the OTC Pink of OTC Markets Group, Inc. under the symbol “PTSCD.” On or about January 8, 2021, our symbol will change to “CPMV” in connection with our recent name change to Mosaic ImmunoEngineering Inc. On December 4, 2020, the closing price of our Common Stock was $2.95 per share.

Investing in our securities involves risk. You should carefully consider the risks that we will receive proceeds fromhave described under the exercise of warrants by Swartz andsection captioned “Risk Factors” in this prospectus on page 7 before buying our Securities.

Neither the other selling shareholders.

Trading Symbol
PTSC (Over-the-counter Electronic Bulletin Board)

This Investment Involves a High Degree of Risk.
Please refer to Risk Factors Beginning on Page 6

The Securities and Exchange Commission (SEC) andnor any state securities regulators have notcommission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offenseoffense.

The date of this prospectus is              , 2020

.TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

This prospectus is not an offer to sell these securitiespart of a registration statement on Form S-3 that we filed with the U.S. Securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

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PleaseExchange Commission (the “SEC”) using a “shelf” registration process. You should read this prospectus and the information and documents incorporated by reference carefully. It describes our company, financesSuch documents contain important information you should consider when making your investment decision. See “Where You Can Find More Information” and products. Federal and state securities laws require that we include“Incorporation of Documents by Reference” in this prospectus.

This prospectus may be supplemented from time to time to add, to update or change information in this prospectus. Any statement contained in this prospectus allwill be deemed to be modified or superseded for purposes of this prospectus to the important informationextent that youa statement contained in such prospectus supplement modifies or supersedes such statement. Any statement so modified will needbe deemed to make an investment decision.

constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus. You shouldmay only rely only on the information contained in this prospectus to make your investment decision.or that we have referred you to. We have not authorized anyone to provide you with different information. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the securities offered by this prospectus. This prospectus and any future prospectus supplement do not constitute an offer to sell or a solicitation of an offer to buy any securities in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus or any prospectus supplement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or such prospectus supplement or that the information contained by reference to this prospectus or any prospectus supplement is correct as of any time after its date.

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under “Where You Can Find More Information.”

Mosaic ImmunoEngineering Inc. and its consolidated subsidiaries are referred to herein as “Mosaic,” “the Company,” “Registrant,” “we,” “us” and “our,” unless the context indicates otherwise.

FORWARD-LOOKING STATEMENTS

This prospectus contains certain forward-looking statements that involve risks, uncertainties and assumptions that are difficult to predict. Words and expressions reflecting optimism, satisfaction or disappointment with current prospects, as well as words such as “believes,” “hopes,” “intends,” “estimates,” “expects,” “projects,” “plans,” “anticipates” and variations thereof, or the use of future tense, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. Our forward-looking statements are not guarantees of performance, and actual results could vary materially from those contained in or expressed by such statements. Our forward-looking statements reflect our current views with respect to future events and are based on currently available financial, economic, scientific, and competitive data and information on current business plans.

Our forward-looking statements specifically include statements about the Company’s lead oncology candidate, MI-O-101, which has shown positive results in preclinical animal models, which results may never translate during human clinical testing or trials, studies or other programs or our ability to continue those programs, the ability to obtain regulatory approval for commercial sales, the market for actual commercial sales, and the impact of health epidemics, including the ongoing COVID-19 pandemic, on our business and operations. You should not place undue reliance on our forward-looking statements, which are subject to risks and uncertainties relating to, among other things: (i) the sufficiency of the Company’s cash position, (ii) the Company’s ability to raise additional capital to fund its operations, (iii) the Company’s ability to enter into agreements to develop, manufacture, and distribute our product candidate for clinical trials and our reliance on these third parties which are few in number, (iv) the Company’s ability to enter into partnership or licensing arrangements with third-parties, including the Company’s ability to license the technology, including MI-O-101, under its current option agreement with Case Western Reserve University, (v) the Company’s ability to initiate trials and identify patients to enroll in its clinical trials in a timely fashion, (vi) the Company’s ability to achieve approval of a marketable product, (vii) the design, implementation and conduct of the Company’s clinical trials, (viii) the results of the Company’s future clinical trials, including the possibility of unfavorable clinical trial results, (ix) the market for, and marketability of, any product that is approved, if any (x) the existence or development of other treatments that are viewed by medical professionals or patients as superior to the Company’s products, (xi) regulatory initiatives, compliance with governmental regulations and the regulatory approval process, (xii) litigation affecting the Company or its products; (xiii) general economic and business conditions, (ix) changes in foreign, political, and social conditions, and (xv) various other matters, many of which are beyond the Company’s control. Should one or more of these risks or uncertainties develop, or should underlying assumptions prove to be incorrect, actual results may vary materially and adversely from those anticipated, believed, estimated, or otherwise indicated by our forward-looking statements. We urge you to specifically consider the various risk factors identified in this prospectus, including the statements set forth in the sections titled “Risk Factors” or elsewhere in this prospectus, in any accompanying prospectus supplement and in the documents incorporated or deemed incorporated herein or therein by reference, any of which could cause actual results to differ materially from those indicated by our forward-looking statements. Except as required by law, we do not undertake any responsibility to update any forward-looking statements to take into account events or circumstances that occur after the date of this prospectus.

PROSPECTUS SUMMARY

This summary highlights certain information about us, this offering and information appearing elsewhere in this prospectus and in the documents we incorporate by reference. This summary is not complete and does not contain all of the information that you should consider before investing in our securities. To fully understand this offering and its consequences to you, you should read this entire prospectus carefully, including the information referred to under the heading “Risk Factors” in this prospectus beginning on page 7, the financial statements and other information incorporated by reference in this prospectus when making an investment decision. This is only a summary and may not contain all the information that is differentimportant to you. You should carefully read both this prospectus and any accompanying prospectus supplement, including the information incorporated by reference therein, and any other offering materials, together with the additional information described under the heading “Where You Can Find More Information.”

About Us

We are a development-stage biotechnology company focused on a novel platform technology using immunostimulatory nanotechnology-based therapeutics and vaccines to treat and prevent cancer and infectious diseases in humans and for veterinary use.  Mosaic’s founders came together to advance the development of a novel nanoparticle-based intra-tumoral immunotherapy with broad potential to treat solid cancers in both humans and companion animals.

Our lead oncology candidate, MI-O-101, resulted from whatyears of research by our scientific co-founders that was supported by numerous grants totaling more than $20 million in aggregate from federal and private funding agencies. Published data from these studies and ongoing research supports MI-O-101 anti-cancer activity as a monotherapy and has established its ability to improve standard cancer therapies including chemotherapy, radiation and immunotherapy in a wide variety of tumor types, including data from preclinical animal models, veterinary studies in companion animals with naturally occurring cancer, as well as the potential to activate human immune cells. MI-O-101 is containedcurrently in late-stage preclinical development with plans to advance the lead candidate towards Phase 1 as funding becomes available.

Our Modular Vaccine Platform (“MVP”) is based on combining the same nanotechnology-based adjuvant used in immuno-oncology with carefully selected targets of interest to direct a protective or potentially a therapeutic immune response. This technology platform has been successfully evaluated for effectiveness with oncology cancer targets, oncology virus targets and recently in infectious diseases. Our MVP platform is designed to facilitate the rapid development of vaccine candidates due to its modular nature. The adjuvant and linking chemistry can be stockpiled and ready for the rapid identification of targets of interest which can be linked for testing in a shorter timeline. The MVP platform combined with our proprietary delivery system which allows for self-administration and shipment of materials at room temperature makes the platform ideal for rapid response situations. We and our research partners are actively working towards a possible lead candidate for COVID-19 while simultaneously advancing the system for rapid response, as well as the development of more traditional vaccine candidates in infectious diseases and oncology.

Corporate Information

Mosaic ImmunoEngineering Inc. (formerly known as Patriot Scientific Corporation) is a Delaware corporation with its principal business office at 1537 South Novato Blvd., # 5, Novato, CA 94947. On August 21, 2020, we closed a Reverse Merger (as defined below) by and between Patriot Scientific Corporation (now known as Mosaic ImmunoEngineering Inc.) and private Mosaic ImmunoEngineering Inc, (“Private Mosaic”). On November 30, 2020, we filed amended and restated articles of incorporation in Delaware to change of the name of the Registrant to Mosaic ImmunoEngineering Inc., to implement a 500-for-1 reverse stock split (“Reverse Stock Split”), and to reduce the number of authorized shares of Common Stock from 600 million to 100 million, among other items as defined in the amended and restated articles of incorporation. The Reverse Stock Split was effective on December 2, 2020. All share numbers included herein have been adjusted to reflect the 500-for-1 Reverse Stock Split.

Our website can be found at www.mosaicie.com. We do not intend to incorporate any contents from our website into this prospectus.

The following table of contents has been designed to help you find important information contained in this prospectus. We have included subheadings to aid you in searching for particular information you might want to return to. We encourage you to read the entire prospectus.

TABLE OF CONTENTS

Recent Events

Reverse Merger

On August 19, 2020, Patriot Scientific Corporation (now known as Mosaic ImmunoEngineering Inc.) and Private Mosaic entered into a stock purchase agreement (“Stock Purchase Agreement”), whereby one of the wholly owned subsidiaries of Patriot Scientific Corporation merged with and into Private Mosaic, with Private Mosaic surviving as wholly owned subsidiary of Patriot Scientific Corporation (the “Reverse Merger”). The transaction closed on August 21, 2020 (“Closing Date”) in accordance with the terms of the Stock Purchase Agreement.

On the Closing Date, Patriot Scientific Corporation acquired 100% of the issued and outstanding Common Stock of Private Mosaic, representing 630,000 shares of its Class A common stock (“Class A Stock”) and 70,000 shares of its Class B common stock (“Class B Stock”) (collectively referred to as “Target Common Stock”). In exchange for the Target Common Stock, the holders of the Class A Stock received 630,000 shares of Patriot Scientific Corporation’s (now known as Mosaic ImmunoEngineering Inc.) Series A Convertible Voting Preferred Stock (“Series A Preferred”) and holders of the Class B Stock received 70,000 shares of Patriot Scientific Corporation’s (now known as Mosaic ImmunoEngineering Inc.) Series B Convertible Voting Preferred Stock (“Series B Preferred”). Each share of Series A Preferred converts into 10.194106 shares of Common Stock (as adjusted for the Reverse Stock Split) of the Company and possesses full voting rights, on an as-converted basis, as the Common Stock of the Company, as defined in the Series A Certificate of Designation. Each share of Series B Preferred converts into 11.46837 shares of Common Stock (as adjusted for the Reverse Stock Split) of the Company, possesses full voting rights, on an as-converted basis, as the Common Stock of the Company and contains certain anti-dilution rights, as defined in the Series B Certificate of Designation. On a fully diluted, as converted basis, the holders of Series A Preferred and Series B Preferred, in aggregate, own 90% of the issued and outstanding Common Stock of the Company.

In addition, holders of the Series A Preferred and Series B Preferred have certain investor registration rights. At any time after 180 days following the Closing Date of the Reverse Merger, holders of at least 75% of the Series A Preferred and Series B Preferred can demand that the Company file a registration statement on Form S-1 within 60 days of the holders request. Furthermore, in the event the Company is eligible to file a registration statement on Form S-3, the holders can request the Company file the registration at any time, and the Company will have 60 days to comply with such request. In any event, there are no penalties if the Company is unable to comply with the holders request.

Name Change

Patriot Scientific Corporation changed its name to Mosaic ImmunoEngineering Inc. on November 30, 2020 to align the Company’s corporate name with its new strategic direction, upon filing its amended and restated articles of incorporation, as previously approved by the majority stockholders. The name change did not affect any stockholder’s rights or percentage ownership interest in the Company.

License Option Agreement

On July 1, 2020, we signed a Material Transfer, Evaluation, and Exclusive Option Agreement (“License Option Agreement”) with Case Western Reserve University (“CWRU”), granting the Company the exclusive right to license technology for a novel platform technology using immunostimulatory nanotechnology-based therapeutics and vaccines to treat and prevent cancer and infectious diseases in humans and for veterinary use. Under the License Option Agreement, CWRU granted the Company the exclusive option for a period of two (2) years to negotiate and enter into a license agreement with CWRU, provided that we meet certain diligence milestones, including but not limited to, (i) delivering a development plan within 18 months, (ii) raising $3 million in either equity, debt, or grant funding, or a combination thereof within 18 months, (iii), generating sufficient preclinical data to support the identification of the initial field of use to support the initial planned clinical indication for the technology, (iv) determining manufacturing processes and cGMP requirements to manufacture the initial product for use in toxicology studies, and (v) identifying required toxicology studies required to support Phase I clinical trials in the initial field of use.

Under the License Option Agreement, the Company issued CWRU 70,000 shares of Series B Preferred under the Reverse Merger, which included certain anti-dilution rights. Pursuant to the Certificate of Designation, the Series B Preferred holder will continue to maintain ownership equal to 10% of the fully diluted shares of Common Stock outstanding of the Company, including for such purposes all other convertible securities outstanding and reserved for issuance except stock options issued and outstanding and reserved for issuance under a board approved employee stock option plans reserving for issuance no more than ten percent (10%) of the outstanding Common Stock of the Company then outstanding, until we initially raise at least $1 million from the sale of either preferred or Common Stock, or a combination thereof (“Capital Threshold”). In addition, pursuant to the License Option Agreement, net working capital acquired under the Reverse Merger of approximately $374,000 was applied against the Capital Threshold. As of December 9, 2020, the remaining Capital Threshold was approximately $626,000.

Reverse Stock Split

On October 21, 2020, our Board unanimously approved the Reverse Stock Split of one (1) share of our Common Stock for every 500 shares of our Common Stock (“1-for-500”) and filing the Amended and Restated Certificate with the Secretary of State of the State of Delaware. On October 22, 2020, the majority stockholders executed the written consent approving the Reverse Stock Split and the filing of the related Amended and Restated Certificate with the Secretary of State of the State of Delaware. On December 2, 2020, the Company implemented a 500-for-1 Reverse Stock Split. The following chart reflects the changes in our capital structure, including the assumed conversion of Series A Preferred and Series B Preferred, following the Reverse Stock Split (without adjustments for fractional shares rounded up to whole shares).

_________________

This Offering

We are registering for resale by the selling stockholders named herein an aggregate of 7,287,676 shares of our Common Stock as described below.

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		·	up to 62,600 shares of our Common Stock to be issued pursuant to certain anti-dilution rights related to the Series B Preferred as defined in the Series B Certificate of Designation.

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PROSPECTUS SUMMARY
About Our Company

     We develop, market, and sell microprocessors,RISK FACTORS

Investing in our technology behindsecurities involves risks. You should carefully consider the microprocessors, and complementary products which enable computersrisks, uncertainties and other data processing devices to communicate. These products can be used to connect tofactors described in our most recent Quarterly Report on Form 10-Q and Current Reports on Form 8-K that we have filed or will file with the InternetSEC, and in other documents which are incorporated by reference into this prospectus, as well as the risk factors and other information contained in or other telecommunication networks. The microprocessor technology product line accounted for approximately 15% and 1%incorporated by reference into any accompanying prospectus supplement before investing in any of our revenuesecurities. Our financial condition, results of operations or cash flows could be materially adversely affected by any of these risks. The risks and uncertainties described in fiscal 2001the documents incorporated by reference herein are not the only risks and the nine months ended February 28, 2002. The balanceuncertainties that you may face.

For more information about our SEC filings, please see “Where You Can Find More Information” and “Incorporation of our fiscal 2001 and the nine months ended February 28, 2002 revenue was generated from a communication product line that, subsequent to a completed last buy program, is generating minimal revenue. Certain Information by Reference.”

USE OF PROCEEDS

We also have a patent for special radar technology which, if fully developed, may allow a potential user to penetrate the ground or structures to find various objects. We also owned gas plasma antenna technology which we sold for $250,000 in August 1999. We potentially couldwill not receive up to an additional $250,000any proceeds from the sale of shares of our Common Stock by the gas plasma technologyselling stockholders. We will bear all other costs, fees and expenses incurred in effecting the form of royalties. Our strategy is to exploit our microprocessor technologies through product sales, licensing, and strategic alliances.

     We have our principal executive offices at 10989 Via Frontera, San Diego, California 92127. Our telephone number is (858) 674-5000 and our website is www.ptsc.com.

About Our Products and Market

     The market for our microprocessor technology products is growing swiftly becauseregistration of the Internetshares covered by this prospectus. All selling and embedded applications. The Internet provides its users with new ways to communicateother expenses incurred by the selling stockholders will be borne by the selling stockholders.

See “Selling Stockholders” and to do business. The growth“Plan of the Internet is creating a demand for equipment such as ours, including our microprocessor and complementary technologies. The Internet has also introduced a new programming language known as Java. With Java, data and programs do not have to be stored on the user’s computer; they can reside anywhere on the Internet to be called upon as needed. Java can run on a variety of computer operating systems, thus avoiding the problem of incompatibility across networks, and Java offers a high degree of data security. Because of Java’s useful features, we believe that it may also become a popular programming language for another type of computer application known as embedded systems or controls. Our microprocessor enables people to program more efficiently in Java.Distribution” described below.

 A microprocessor is the computer chip that provides intelligence for electronic devices. Our microprocessor technology, trade named Ignite I, uses our simplified proprietary design to produce a single high-performance computer chip, which can be used instead of several different chips to perform the same function. Our first microprocessors were targeted as Java programming language processors and for use in embedded controllers. Embedded controllers are used in sophisticated products, such as cell phones, personal digital assistants, laser printers, motion and industrial controllers, cable and satellite modems and television set-top boxes to provide the engine necessary to drive these devices. We are also licensing the Ignite I technology to others which allows them to customize applications of the technology depending on their requirements. Another one of our microprocessor technologies, JUICEtechnology, is still in the development stage and has not generated any revenue.

4SELLING STOCKHOLDERS

About Our Convertible Debentures

     We have entered into a series of convertible debentures withWhen we refer to the selling shareholders for an aggregate amount of $1,000,000. As long as the price of our common stock is in excess of $0.20, the selling shareholders have a two year option to buy up to $1,000,000 of additional debentures. The shares being registered“selling stockholders” in this prospectus, are shares issuable uponwe mean the conversionperson or entity specifically identified in the table below, as well as the permitted transferees, pledges, donees, assignees, successors and other successors-in-interest who may subsequently hold any of the debentures or shares issuable on the exercise of warrants that have been issued to the selling shareholders. On conversion of the debentures into common stock or exercise of the warrants into common stock, the selling shareholders may either sell our stock in the open market, place our stockstockholder’s interests other than through negotiated transactions with other investors, or hold our stock in their own portfolio. This prospectus coversa public sale.

The table below sets forth information concerning the resale of our stockshares by the selling shareholders eitherstockholders. The total number of common shares sold under this prospectus may be adjusted to reflect adjustments due to stock dividends, stock distributions, splits, combinations or recapitalizations with regard to the Common Stock. Unless otherwise stated below in the open marketfootnotes, to our knowledge, neither the selling stockholders, nor any affiliate of such stockholder, has held any position or office with us during the three years prior to other investors.

Additional Shares We Are Registeringthe date of this prospectus. In addition, the selling stockholders has represented to us that neither the selling stockholders, nor any affiliate of such selling stockholders is a broker-dealer, or an affiliate of a broker-dealer.

 From October 2001 through March 2002, we issued short-term notes (with warrants attached) payable

We have registered up to Swartz Private Equity, LLC.7,287,676 shares of our Common Stock for resale by the selling stockholders named below. The resaleselling stockholders acquired the Series A Preferred and Series B Preferred in a Reverse Merger transaction. See “Prospectus Summary — Reverse Merger” above. We will not receive any of the common stockproceeds of sales by Swartz, obtainable on the exerciseselling stockholders of any of the warrants,Common Stock covered by this prospectus.

Set forth below is includedthe name of the selling stockholders and the amount and percentage of Common Stock owned by the selling stockholders (including shares which the stockholder has the right to acquire within 60 days, including upon conversion of convertible preferred stock) prior to the offering, the shares to be sold in the offering, and the amount and percentage of Common Stock to be owned by each (including shares which the stockholder has the right to acquire within 60 days, including upon conversion of convertible preferred stock) after the offering assuming all shares are sold. The footnotes provide information about persons who have voting and dispositive power with respect to shares held by the selling stockholders.

The amounts and information set forth below are based upon information provided to us by the selling stockholders as of December 9, 2020, except as otherwise noted below. The selling stockholders may sell all or some of the shares of Common Stock it is offering. The tables below assume the selling stockholders sells all of the shares offered by it in offerings pursuant to this registration.prospectus, and does not acquire any additional shares. We are unable to determine the exact number of shares that will actually be sold or when or if these sales will occur.

Key Facts

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RISK FACTORS

 The common shares being offered for resale by the selling shareholders are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who can afford to lose their entire investment in the common shares. Before purchasing any of the common shares, you should carefully consider the following factors relating to our business and prospects.

Patriot’s Microprocessor Technologies Have Had Limited Revenues and Several Related Products Are Still in the Development Stage

     We are in the development stage on several components of our microprocessor technology product line and products which have been commercialized have had limited revenues. Our other product lines have not generated enough revenue to support our company. Therefore, we have limited financial results upon which you may judge our potential. We may not become profitable. We have experienced in the past and may experience in the future many of the problems, delays and expenses encountered by any early stage business, many of which are beyond our control. These include:

	•·		substantial delays and expenses related to testing and developmentthrough the writing or settlement of our new products,
	•		production and marketing problems encountered in connection with our new and existing products and technologies,
	•		competition from larger and more established companies, and
	•		lack of market acceptance of our new products and technologies.options or other hedging transactions, whether through an options exchange or otherwise;

Patriot Has a History of Losses, Expects Future Losses and May Not Achieve or Sustain Annual Profitability

 We expect to incur operating losses in the future. Sales of our products may never generate sufficient revenues to fund our continuing operations. We may never generate positive cash flow or attain profitability. To date, we have incurred significant losses. As of February 28, 2002 and May 31, 2001, our accumulated deficit was $40,184,938 and $36,318,690. For the nine months ended February 28, 2002 and the fiscal years ended May 31, 2001, 2000 and 1999, we incurred net losses of $3,866,248, $4,968,903, $7,488,708 and $4,276,456. These losses have resulted primarily from:

	•·		significant costs associatedbroker-dealers may agree with the developmentselling stockholders to sell a specified number of our products,such shares at a stipulated price per share;

Patriot’s Certified Public Accountants Have Expressed Substantial Doubt About Our AbilityThe selling stockholders may, from time to Continue astime, pledge or grant a Going Concern

     In connection withsecurity interest in some or all of our shares owned by it and, if it defaults in the performance of their report on our Consolidated Financial Statements assecured obligations, the pledgees or secured parties may offer and sell the shares of and for the year ended May 31, 2001, our independent certified public accountants expressed substantial doubt

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about our ability to continue operating as a going concern because of recurring net losses and negative cash flow from operations.

The Price and the Trading Volume of Patriot’s Common Stock, Havefrom time to time, under this prospectus, or under an Effect Onamendment or supplement to this prospectus under Rule 424(b)(3) or other applicable provision of the Amount of Capital That Can Be Raised

     Before we can make additional use of our $25 million equity line of credit, we would needSecurities Act, amending the selling stockholders list to register additional common shares beyond the 15,000,000 shares previously registered. If we register additional shares and decide to use the $25 million equity line of credit, then we would be exposed to fluctuations in the price and trading volume of our common stock and the effect on the amount of capital we are able to raise related to our $25 million line of credit. We registered 15,000,000 shares of our common stock in November 2001, comprised of 14,100,000 put shares and 900,000 warrant shares which can be issued to Swartz Private Equity LLC under a three year, $25 million investment agreement. The actual number of shares that potentially could be issued under the investment agreement is determined by the price of our stock during the pricing periods and the discount that Swartz receives and is limited by the trading volume of our stock during the defined period. We can impose a floor under which we will not be obligated to issue stock to Swartz and we set a predetermined number of shares to be issued for each put. In this manner, we maintain the ability to have an effect on when, how much and at what price the stock will be issued to Swartz. We ran out of registered shares related to the $25 million equity line of credit in May 2002. In May 2002, we applied $926,924 of proceeds from the $25 million equity line of credit to notes payable leaving a balance of $24,073,076 available under the $25 million equity line of credit.

Patriot May Not Be Able to Obtain Additional Capital to Fund Its Operations When Needed

     A lack of additional funding could force us to substantially curtail or cease our operations, which would have a material adverse effect on our business. Our ability to raise additional funds is subject to certain conditions in the debenture. These conditions include the effectiveness of a registration statement covering the resale of the shares sold on the conversion of the debenturespledgee, transferee or the exercise of the warrants issued concurrently with the debentures. We anticipate that our future cash requirements may be supplemented by improved product sales, the sale of additional equity securities, debt financing and/or the sale or licensing of certain of our technologies. However, there can be no assurance that any future funds required will be generated from operations or from other potential sources. Further, any such required funds may only be available on unattractive terms and may significantly dilute the value of our existing shares.

If the Selling Shareholders Sell a Large Number of Patriot Shares All at Once or In Blocks, The Market Price of Our Shares Would Most Likely Decline

     Thesuccessors in interest as selling shareholders are offering all of the common stock offered throughstockholders under this prospectus. The selling shareholders are not restrictedstockholders may also transfer our shares in other circumstances, in which case the transferees, pledgees or other successors will be the selling beneficial owners for purposes of this prospectus.

In connection with the sale of our common shares or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of our shares in the price at whichcourse of hedging the positions they canassume. The selling stockholders may also sell the common stock. Shares sold at a price below the current market price at which the common stock is trading may cause that market price to decline. The shares of common stockour Common Stock short and deliver these securities to close out their short positions, or loan or pledge the Common Stock to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The aggregate proceeds to the selling stockholders from the sale of the Common Stock offered by it will be the purchase price of the Common Stock less discounts or commissions, if any. The selling stockholders reserves the right to accept and, together with its agents from time to time, to reject, in whole or in part, any proposed purchase of Common Stock to be made directly or through agents. We will not receive any of the proceeds from sales of shares by the selling stockholders.

The selling stockholders may also resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, provided that it meets the criteria and conform to the requirements of that rule, or under Section 4(a)(1) of the Securities Act, if available, rather than by means of this prospectus.

In connection with the sale of shares of Common Stock covered by this prospectus, that are issuable onbroker-dealers may receive commissions or other compensation from the conversionselling stockholders in the form of commissions, discounts or concessions. Broker-dealers may also receive compensation from purchasers of the debentures and/or exerciseshares of the warrants issued concurrent with the debentures represent 43.2% of our outstanding shares as of June 10, 2002.

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Patriot Has Limited Sales and Marketing Experience

     Our operating results will depend to a large extent on our ability to successfully market and sell our products. We currently have limited marketing capabilities and need to hire additional sales and marketing personnel. There can be no assurance that we will be able to recruit, train, or retain qualified personnel to sell and market our products or that we will develop a successful sales and marketing strategy. We also have very limited marketing experience. There can be no assurance that any marketing efforts undertaken by us will be successful or will result in any significant sales of our products.

Patriot May Face Interruption Of Production And Services Due To Increased Security Measures In Response To Terrorism

     Our business depends on the free flow of products and services through the channels of commerce. Recently, in response to terrorists’ activities and threats aimed at the United States, transportation, mail, financial and other services have been slowed or stopped altogether. Further delays or stoppages in transportation, mail, financial or other services could have a material adverse effect on our business, results of operations and financial condition. Furthermore, we may experience an increase in operating costs, such as costsCommon Stock for transportation, insurance and security as a result of the activities and potential activities. We may also experience delays in receiving payments from payers that have been affected by the terrorist activities and potential activities. The U.S. economy in general is being adversely affected by the terrorist activities and potential activities and any economic downturn could adversely impact our results of operations, impair our ability to raise capital or otherwise adversely affect our ability to grow our business.

Patriot May Experience Difficulties in the Introduction of New Products That Could Result in Patriot having to Incur Significant Unexpected Expenses or Delay the Launch of New Products

     Our technologies and products are in various stages of development. Our development stage products may not be completed in time to allow production or marketing due to the inherent risks of new product and technology development, limitations on financing, competition, obsolescence, loss of key personnel and other factors. Although we may license some of our technology at its current stage of development, there can be no assurance that we will be able to do so or that any revenues generated from licensing would be sufficient to support operations at their current level. Unanticipated technical obstacles can arise at any time and result in lengthy and costly delays or in a determination that further development is not feasible. Discovery of microprocessor design errors, frequent in the industry prior to and after production, could result in lengthy and costly redesign, fabrication (production) and testing in an industry where new technology rapidly eclipses prior innovations.

     The development of our technologies has taken longer than anticipated and could be additionally delayed. Therefore, there can be no assurance of timely completion and introduction of

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improved products on a cost-effective basis, or that such products, if introduced, will achieve market acceptance such that, in combination with existing products,whom they will sustain us or allow us to achieve profitable operations.

Intense Competition in the Market for Microprocessors Could Prevent Patriot From Increasing or Sustaining Revenue and Prevent Patriot From Achieving or Sustaining Annual Profitability

     Our products could be rendered noncompetitive or obsolete. Technological competition from larger and more established microprocessor companies is significant and expected to increase. Most of the companies with which we compete and expect to compete have far greater capital resources and more significant research and development staffs, marketing and distribution programs and facilities, and many of them have substantially greater experience in the production and marketing of products. Our ability to compete effectively may be adversely affected by the ability of these competitors to devote greater resources to the sale and marketing of their products than we can. In addition, one or more of our competitors may succeed or may already have succeeded in developing technologies and products that are more effective than any of those we currently offer or are developing.

Patriot’s Limited Ability to Protect Its Intellectual Property May Adversely Affect Its Ability to Compete

     A successful challenge to our ownership of our technology could materially damage our business prospects. Our technologies may infringe upon the proprietary rights of others. Licenses required by us from others may not be available on commercially reasonable terms, if at all. We rely on a combination of patents, trademarks, copyrights, trade secret laws, confidentiality procedures and licensing arrangements to protect our intellectual property rights. We currently have eight U.S. patents issued and three U.S. patents pending. We have one patent issued in Europe and have filed an application for another patent in Europe, Japan and elsewhere. Any issued patent may be challenged and invalidated. Patents may not issue from any of our pending applications. Any claims allowed from existing or pending patents may not be of sufficient scope or strength to provide significant protection for our products. Patents may not be issued in all countries where our products can be sold so as to provide meaningful protection or any commercial advantage to us. Our competitors may also be able to design around our patents.

     Vigorous protection and pursuit of intellectual property rights or positions characterize the fiercely competitive semiconductor industry, which has resulted in significant and often protracted and expensive litigation. Therefore, our competitors may assert that our technologies or products infringe on their patents or proprietary rights. Problems with patents or other rights could increase the cost of our products or delay or preclude new product development and commercialization by us. If infringement claims against us are deemed valid, we may not be able to obtain appropriate licenses on acceptable terms or at all. Litigation could be costly and time-consuming but may be necessary to protect our future patent and/or technology license positions or to defend against infringement claims.

     We did not develop the basic technology, which was originally known as the ShBoom

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technology. We acquired the rights in this technology through a series of agreements from two co-inventors. We have been, and may again be, subject to claims from such prior parties related to the technology. Such parties may also attempt to exploit the technology independently of our rights to do so. One of the co-inventors of this technology filed a lawsuit against another prior owner and us. The trial judge ruled in favor of the prior owner and us. However, the co-inventor has filed an appeal and the trial judge’s ruling may be revised in a manner that is detrimental to us. The asset purchase agreement and plan of reorganization between Patriot, nanoTronics Corporation and Helmut Falk was the agreement under which we acquired the basic ShBoom technology. The agreement also contained a number of warranties and indemnities related to the ownership of the technology and other matters. We believe nanoTronics Corporation has been liquidated and, due to Mr. Falk’s death in July 1995, our ability to obtain satisfaction for any future claims as a result of a breach of the agreement may be limited.

Patriot Is Dependent on the Internet and Java for Acceptance of Its Products

     The marketing of our microprocessor products will depend in large part upon a robust and growing industry and infrastructure for providing Internet access and carrying Internet traffic and the emergence of Java as a widespread programming language for the Internet or in embedded applications. The infrastructure or complementary products necessary to make the Internet a viable commercial marketplace may not be developed, or, even if they are developed, the Internet may not become a viable commercial marketplace. Also, Java may not become a widespread programming language for the Internet or in embedded applications, and a market may not develop for devices to run Java efficiently. If the Internet does not become a viable commercial marketplace or if Java does not become a generally accepted programming language, then our business, operating results and financial condition will be materially and adversely affected.

The Market for Patriot’s Stock is Subject to Rules Relating to Low-Priced Stock

     Our common stock is currently listed for trading in the NASD Over-The-Counter Bulletin Board Market and is subject to the “penny stock rules” adopted pursuant to Section 15 (g) of the Securities Exchange Act of 1934, as amended. In general, the penny stock rules apply to non-NASDAQ or non-national stock exchange companies whose common stock trades at less than $5.00 per share or which have tangible net worth of less than $5,000,000 ($2,000,000 if the company has been operating for three or more years). Such rules require, among other things, that brokers who trade “penny stock” to persons other than “established customers” complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document, quote information, broker’s commission information and rights and remedies available to investors in penny stocks. Many brokers have decided not to trade “penny stock” because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. The “penny stock rules,” therefore, may have an adverse impact on the market for our common stock.

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If Patriot Loses Key Personnel or We Are Unable to Attract and Retain Additional Highly Skilled Personnel Required For the Expansion of Our Activities, Our Business Will Suffer.

     Our future success depends to a significant extent on the continued service of our key technical, sales and senior management personnel and their ability to execute our strategy. The loss of the services of any of our senior level management, or certain other key employees, may harm our business. Our future success also depends on our ability to attract, retain and motivate highly skilled employees. Competition for employees in our industry is intense. We may be unable to retain our key employees or to attract, assimilate and retain other highly qualified employees in the future. We have from time to time in the past experienced, and we expect to continue to experience in the future, difficulty in hiring and retaining highly skilled employees with appropriate qualifications.

FORWARD-LOOKING STATEMENTS

     This prospectus includes “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995, and we desire to take advantage of the “safe harbor” provisions in those laws. Therefore, we are including this statement for the express purpose of availing ourselves of the protections of these safe harbor provisions with respect to all of the forward-looking statements we make. The forward-looking statements in this prospectus reflect our current views with respect to possible future events and financial performance. These forward-looking statements are subject to certain risks and uncertainties, including specifically the absence of significant revenues and financial resources, a history of losses, no assurance that the development of technology can be completed or that its completion will not be delayed, significant competition, the uncertainty of patent and proprietary rights, uncertainty as to royalty payments and indemnification risks, trading risks of low-priced stocks and those other risks and uncertainties discussed herein that could cause our actual results to differ materially from our historical results or those we anticipate. In this prospectus, the words “anticipates,” “believes,” “expects,” “intends,” “future” and similar expressions identify certain forward-looking statements. You are cautioned to consider the specific risk factors described in “Risk Factors” and elsewhere in this prospectus and not to place undue reliance on the forward-looking statements contained in this prospectus, which speak only as of the date of this prospectus. We undertake no obligation to publicly revise these forward-looking statements to reflect the effect of events or circumstances that may arise after the date of this prospectus. All written and oral forward-looking statements made subsequent to the date of this prospectus and attributable to us or persons acting on our behalf are expressly qualified in their entirety by this section.

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PLAN OF DISTRIBUTION

     After the effective date of the registration statement of which this prospectus is a part, each selling shareholder will be free to offer and sell his or her common shares at such times, in such manner and at such prices as he or she may determine. The types of transactions in which the common shares are sold may include transactions in the over-the-counter market (including block transactions), negotiated transactions, the settlement of short sales of common shares, or a combination of such methods of sale. The sales will be at market prices prevailing at the time of sale or at negotiated prices. Such transactions may or may not involve brokers or dealers. The selling shareholders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their securities. The selling shareholders do not have an underwriter or coordinating broker acting in connection with the proposed sale of the common shares.

     The selling shareholders may effect such transactions by selling common stock directly to purchasers or to or through broker-dealers, which may act as agents or principals. Such broker-dealersto whom they sell as principals or both. Compensation as to a particular broker-dealer may be in excess of customary commissions or in amounts to be negotiated. In connection with any underwritten offering, underwriters may receive compensation in the form of discounts, concessions or commissions from the selling shareholders. Theystockholders or from purchasers of the shares for whom they act as agents. Underwriters may alsosell the shares of Common Stock to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers of common shares for whom such broker-dealersthey may act as agents. Any underwriters, broker-dealers, agents or to whom they sell as principals, or both (which compensation as to a particular broker-dealer might beother persons acting on behalf of the selling stockholders that participate in excessthe distribution of customary commissions).

     Each selling shareholder and any broker-dealer that acts in connection with the saleshares of common sharesCommon Stock may be deemed to be an “underwriter”“underwriters” within the meaning of the Securities Act, and any profit on the sale of the shares of Common Stock by them and any discounts, commissions or concessions received by any of those underwriters, broker-dealers, agents or other persons may be deemed to be underwriting discounts and commissions under the Securities Act. The aggregate amount of compensation in the form of underwriting discounts, concessions, commissions or fees and any profit on the resale of shares by the selling stockholders that may be deemed to be underwriting compensation pursuant to Financial Industry Regulatory Authority, Inc., rules and regulations will not exceed applicable limits.

The selling stockholders and any underwriters, broker-dealers or agents that participate in the sale of the Common Stock or interests therein may be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, received by such broker-dealers andconcessions or profit they earn on any profit on the resale of the common shares sold by them while acting as principals might be deemed tomay be underwriting discounts or commissions.

     Because eachand commissions under the Securities Act. A selling shareholder may be deemed to be,stockholder who is an “underwriter” within the meaning of Section 2(11)2(a)(11) of the Securities Act the selling shareholders will be subject to the prospectus delivery requirements.requirements of the Securities Act and may be subject to certain statutory liabilities, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934 (the “Exchange Act”).

To the extent required, the shares of our Common Stock to be sold, the name of the selling stockholder, the respective purchase prices and public offering prices, the names of any agent, dealer or underwriter, and any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.

In order to comply with the securities laws of some states, if applicable, the Common Stock may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the Common Stock may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

We have informedadvised the selling shareholdersstockholders that the anti-manipulation rules of the SEC, including Regulation M promulgated under the Securities Exchange Act may apply to their sales of shares in the market and we have providedto the activities of the selling shareholders with a copystockholders and its affiliates. In addition, to the extent applicable, we will make copies of such rules and regulations.

     Selling shareholders alsothis prospectus (as it may resell allbe supplemented or a portionamended from time to time) available to the selling stockholders for the purpose of satisfying the prospectus delivery requirements of the commonSecurities Act. The selling stockholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares in open market transactions in reliance upon Rule 144against certain liabilities, including liabilities arising under the Securities Exchange Act,Act. All of the foregoing may affect the marketability of the Common Stock and the ability of any person or entity to engage in market-making activities with respect to our Common Stock.

We will pay all expenses of the registration of the Common Stock for resale by the selling stockholders, including, without limitation, filing fees and expenses of compliance with state securities or “blue sky” laws; provided, they meethowever, the criteriaselling stockholders will pay all underwriting discounts and conformselling commissions, if any, and any related legal expenses incurred by it.

DETERMINATION OF OFFERING PRICE

The prices at which the shares of Common Stock covered by this prospectus may actually be sold will be determined by the prevailing public market price for shares of Common Stock, by negotiations between the selling stockholders and buyers of our Common Stock in private transactions or as otherwise described in “Plan of Distribution.”

DESCRIPTION OF OUR CAPITAL STOCK

General

We are authorized to issue up to 105,000,000 shares of capital stock, including 100,000,000 shares of Common Stock, par value $0.00001 per share, and 5,000,000 shares of preferred stock, par value $0.00001 per share. As of December 9, 2020, we had 802,786 shares of Common Stock, 630,000 shares of Series A Convertible Voting Preferred Stock (as described below) and 70,000 shares of Series B Convertible Voting Preferred Stock (as described below) outstanding. As of December 9, 2020, we had reserved for issuance up to 802,785 shares of Common Stock under our 2020 Omnibus Incentive Plan, of which, none were issued and outstanding as of December 9, 2020.

The additional shares of our authorized stock available for issuance may be issued at times and under circumstances so as to have a dilutive effect on earnings per share and on the equity ownership of the holders of our Common Stock. The ability of our Board of Directors (the “Board”) to issue additional shares of stock could enhance the Board’s ability to negotiate on behalf of the stockholders in a takeover situation but could also be used by the Board to make a change-in-control more difficult, thereby denying stockholders the potential to sell their shares at a premium and entrenching current management. The following description is a summary of the material provisions of our capital stock. You should refer to our amended and restated certificate of incorporation (“Amended and Restated Certificate”) and amended and restated bylaws (“Amended and Restated Bylaws”), both of which are on file with the SEC as exhibits to previous SEC filings, for additional information. The summary below is qualified by provisions of applicable law.

Common Stock

Except as provided by law or in a preferred stock designation, holders of Common Stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders, have the exclusive right to vote for the election of directors and do not have cumulative voting rights. Except as otherwise required by law, holders of Common Stock are not entitled to vote on any amendment to the requirementsAmended and Restated Certificate (including any certificate of designations relating to any series of preferred stock) that relates solely to the terms of any outstanding series of preferred stock if the holders of such Rule.

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SELLING SHAREHOLDERS

Convertible Debentures

Overview.From April 23, 2002 through June 10, 2002, we sold an aggregateaffected series are entitled, either separately or together with the holders of $1,000,000one or more other such series, to vote thereon pursuant to our Amended and Restated Certificate (including any certificate of 8% convertible debenturesdesignations relating to any series of preferred stock) or pursuant to the selling shareholders. Delaware General Corporation Law (the “DGCL”). Subject to prior rights and preferences that may be applicable to any outstanding shares or series of preferred stock, holders of Common Stock are entitled to receive ratably in proportion to the shares of Common Stock held by them such dividends (payable in cash, stock or otherwise), if any, as may be declared from time to time by our board of directors out of funds legally available for dividend payments. All outstanding shares of Common Stock are fully paid and non-assessable.

The convertible debentures entitleholders of Common Stock have no preferences or rights of conversion, exchange, pre-emption or other subscription rights. There are no redemption or sinking fund provisions applicable to Common Stock. In the debenture holderevent of any voluntary or involuntary liquidation, dissolution or winding-up of our affairs, holders of Common Stock will be entitled to convertshare ratably in our assets in proportion to the principalshares of Common Stock held by them that are remaining after payment or provision for payment of all of our debts and unpaid accrued interestobligations and after distribution in full of preferential amounts to be distributed to holders of outstanding shares of preferred stock, if any.

Preferred Stock

The following is a summary of the material terms of our Series A Convertible Voting Preferred Stock (“Series A Preferred”) and Series B Convertible Voting Preferred Stock (“Series B Preferred”). This summary is not complete. The following summary is qualified in its entirety by reference to the Certificate of Designation of the Series A Preferred and the Certificate of Designation of the Series B Preferred, each of which has been filed as exhibits to the Current Report on Form 8-K filed on August 25, 2020.

Our Board is authorized to issue up to 5,000,000 shares of preferred stock, par value $0.00001 per share, in one or more series, of which, 4,300,000 shares are undesignated.

Our Board of Directors has the authority, within the limitations and restrictions prescribed by law and without stockholder approval, to provide by resolution for the issuance of shares of preferred stock, and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference and the number of shares constituting any series of the designation of such series, by delivering an appropriate certificate of amendment to our certificate of incorporation to the Delaware Secretary of State pursuant to the DGCL. The issuance of preferred stock could have the effect of decreasing the market price of the Common Stock, impeding or delaying a possible takeover and adversely affecting the voting and other rights of the holders of our Common Stock.

Series A Preferred

On August 21, 2020, our Board authorized the issuance of 630,000 shares of Series A Preferred in exchange for 630,000 shares of Series A Common Stock of Private Mosaic in conjunction with the Reverse Merger. See “Prospectus Summary — Reverse Merger” above. Each share of Series A Preferred has a par value of $0.00001 per share, no dividend rate, a stated value of $6.50 per share, and each share of Series A Preferred converts into our common stock.10.194106 shares of Common Stock of the Company (“Series A Conversion Number”). In addition, the debenture holder received warrants exercisableSeries A Preferred possesses full voting rights, on an as-converted basis, as the Common Stock of the Company, as defined in the Series A Certificate of Designation. Furthermore, the Series A Preferred will automatically convert into Common Stock of the Company upon (i) the Company filing an Amended and Restated Certificate so that the Company has a sufficient number of authorized and unissued shares of Common Stock so as to permit the conversion of all outstanding shares of the Series A Preferred into Common Stock (which was filed on November 30, 2020) and (ii) the effectiveness of this registration statement on Form S-3 registering the resale of the underlying shares.

In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary (a “Liquidation Event”), the holders of Series A Preferred shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Company to the holders of Common Stock, an amount per share in cash equal to the greater of (x)  the stated value of $6.50 for each share of Series A Preferred then held by the holder or (y) the amount payable per share of Common Stock which such holder of Series A Preferred would have received if such Holder had converted to Common Stock immediately prior to the Liquidation Event.

Series B Preferred

On August 21, 2020, our common shares.

Initial NumberBoard authorized the issuance of Shares Debentures May Be Converted Into.The $225,000 debenture can be converted into70,000 shares of Series B Preferred, in exchange for 70,000 shares of Series B Common Stock of Private Mosaic in conjunction with the Reverse Merger. See “Prospectus Summary — Reverse Merger” above. Each share of Series B Preferred has a numberpar value of our common shares at$0.00001 per share, no dividend rate, a conversion price that initially equals $0.10289stated value of $6.50 per share, and each share of Series B Preferred converts into 11.46837 shares of Common Stock of the $775,000 debenture canCompany (“Series B Conversion Number”). In addition, the Series B Preferred possesses full voting rights, on an as-converted basis, as the Common Stock of the Company, as defined in the Series B Certificate of Designation. Furthermore, the Series B Preferred does not have any mandatory conversion rights and only converts upon written notice from the holder.

The Series B Preferred also includes certain anti-dilution rights, whereby the holder of Series B Preferred will continue to maintain ownership equal to 10% of the fully diluted shares of Common Stock outstanding by adjusting the Series B Conversion Number, including for such purposes all other convertible securities outstanding and reserved for issuance except stock options issued and outstanding and reserved for issuance under a Board approved employee stock option plans reserving for issuance no more than ten percent (10%) of the outstanding Common Stock of the Company then outstanding, until we raise at least $1 million from the sale of either preferred or Common Stock, or a combination thereof (“Capital Threshold”). In addition, pursuant to the License Option Agreement, any net working capital acquired under the Reverse Merger is applied against the Capital Threshold. The preliminary net working capital as of the Closing Date of the Reverse Merger was approximately $374,000. As such, remaining Capital Threshold is approximately $626,000 as of December 9, 2020.

In the event of any Liquidation Event, the Holders of Series B Preferred shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Company to the holders of Common Stock, an amount per share in cash equal to the greater of (x)  the stated value of $6.50 for each share of Series A Preferred then held by the holder or (y) the amount payable per share of Common Stock which such holder of Series B Preferred would have received if such Holder had converted intoto Common Stock immediately prior to the Liquidation Event.

Anti-takeover Effects of Delaware Law and our Amended and Restated Certificate

Some provisions of Delaware law, our Amended and Restated Certificate and our Amended and Restated Bylaws will contain provisions that could make the following transactions more difficult: acquisitions of us by means of a numbertender offer, a proxy contest or otherwise or removal of our common shares atincumbent officers and directors. These provisions may also have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish or could deter transactions that stockholders may otherwise consider to be in their best interest or in our best interests, including transactions that might result in a conversion price that initially equals $0.086 per share.

Resets of Conversion Price and Conversion Shares.A reset date occurs on each three month anniversary ofpremium over the closing date of each debenture and on the date the registration statement to which this prospectus is a part becomes effective. If the volume weighted averagemarket price for our common stockshares.

These provisions, which are discussed in more detail below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with us. We believe that the benefits of increased protection and our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging these proposals because, among other things, negotiation of these proposals could result in an improvement of their terms.

Delaware Law

The Amended and Restated Certificate expressly states that we have elected not to be governed by Section 203 of the DGCL, which prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the time the stockholder became an interested stockholder, subject to certain exceptions, including if, prior to such time, the board of such corporation approved the business combination or the transaction which resulted in the stockholder becoming an interested stockholder. “Business combinations” include mergers, asset sales and other transactions resulting in a financial benefit to the “interested stockholder.” Subject to various exceptions, an “interested stockholder” is a person who, together with his or her affiliates and associates, owns, or within three years did own, 15% or more of the corporation’s outstanding voting stock. These restrictions generally prohibit or delay the accomplishment of mergers or other takeover or change-in-control attempts that are not approved by a company’s board. Although we have elected to opt out of the statute’s provisions, we could elect to be subject to Section 203 in the future.

Exclusive Forum Selection

Our Amended and Restated Certificate provides that unless we consent in writing to the selection of an alternative forum, and subject to the Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for:

This exclusive forum provision would not apply to suits brought to enforce any liability or duty created by the Securities Act or the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. To the extent that any such claims may be based upon federal law claims, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

Although we believe this provision benefits us by providing increased consistency in the application of Delaware law for the ten days previousspecified types of actions and proceedings, the provision may have the effect of discouraging lawsuits against us or our directors and officers. Any person or entity purchasing or otherwise acquiring any interest in our shares of capital stock shall be deemed to have notice of and consented to this exclusive forum provision, but will not be deemed to have waived our compliance with the reset datefederal securities laws and the rules and regulations thereunder. The enforceability of similar exclusive forum provisions in other corporations’ articles of incorporation has been challenged in legal proceedings, and it is less than the conversion pricepossible that a court could rule that this provision in effect at the timeour amended and restated articles of the reset date, then the number of common shares issuable to the selling shareholder on conversion will be increased. If the conversion priceincorporation is reset, the debenture can be converted into a numberinapplicable or unenforceable.

Our Amended and Restated Certificate and Our Amended and Restated Bylaws

Provisions of our commonAmended and restated Certificate and our Amended and Restated Bylaws may delay or discourage transactions involving an actual or potential change in control or change in our management, including transactions in which stockholders might otherwise receive a premium for their shares, based on the following calculation: the amount of the debenture plus any unpaid accrued interest divided by the reset conversion price which shall equal the volume weighted average price foror transactions that our common stock for the ten days previousstockholders might otherwise deem to the reset date.

Warrants. Concurrent with the issuance of the convertible debentures, we issued to the selling shareholders warrants to purchase up to 12,859,175 shares of our common stock. These warrants are exercisable for five years from the date of issuance at initial exercise prices equal to 115% of the volume weighted average price for our common stock for the ten days previous to the debenture date. The warrant exercise price is subject to being reset on each six month anniversary of its issuance.

Options to Purchase Additional Debentures.Subject tobe in their best interests. Therefore, these provisions could adversely affect the price of our common stock being equal to or greater than $0.20 per shareCommon Stock.

Among other things, our Amended and a two year limitation, the debenture holders may purchase additional debentures equal to the value of their initial debentures. The price at which the optional additional debentures could be converted would initially equal 115% of the volume weighted average price for our common stock for the ten days previous to the date on which the optional additional debentures were closed. The optional additional debentures would carry the same warrant amountsRestated Certificate and reset privileges as the initial debentures.

Shareholder Approval.We may currently issue more than 20% of our outstanding shares under the convertible debentures. If we become listed on the Nasdaq Small Cap Market or Nasdaq National Market, then we must get shareholder approval to issue more than 20% of our outstanding shares. Since we are currently a bulletin board company, we do not need shareholder approval.

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Restrictive Covenants.During the term of the convertible debenturesAmended and for a period of 18 months thereafter, we are prohibited from certain transactions. These include the issuance of any debt or equity securities in a private transaction which are convertible or exercisable into shares of common stock at a price based on the trading price of the common stockRestated Bylaws provide that, at any time after the initial issuancefirst date on which our Common Stock is listed or quoted on a national securities exchange (the “Trigger Date”):

Transfer Agent and Registrar

The transfer agent and registrar for our Common Stock and preferred stock is Issuer Direct Corporation. The transfer agent address is 1981 Murray Holladay Road, Suite 100, Salt Lake City, Utah 84117, and its telephone number is 1(801) 272-9294.

LEGAL MATTERS

Unless otherwise indicated in the applicable prospectus supplement, the validity of such securities; the issuance of any debt or equity securities with a fixed conversion or exercise price subject to adjustment; and any private equity line type agreements without obtaining the selling shareholders’ prior written approval.

Right of First Refusal.The selling shareholders have a right of first refusal to purchase or participate in any equity securities offered hereby will be passed upon for us by us in any private transaction which closes on or prior toDuane Morris LLP. If the date that is 18 months aftervalidity of the issue date of each debenture.

Selling Shareholders’ Right of Indemnification.We are obligated to indemnify the selling shareholders (including their stockholders, officers, directors, employees and agents) from all liability and losses resulting from any misrepresentations or breaches we madesecurities offered hereby in connection with offerings made pursuant to this prospectus are passed upon by counsel for the convertible debenture,underwriters, dealers or agents, if any, such counsel will be named in the prospectus supplement relating to such offering.

EXPERTS

KMJ Corbin & Company LLP, an independent registered public accounting firm, has audited our registration rights agreement, other related agreements, or the registration statement.

Selling Shareholders

The following table sets forth certain information with respect to the selling shareholdersfinancial statements as of June 10, 2002. ExceptMay 31, 2020, and for the period March 30, 2020 (date of inception) to May 31, 2020, included in our Current Report on Form 8-K/A filed on October 14, 2020, as set forth below, none of the selling shareholders currentlyin their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about our ability to continue as a going concern), which is an affiliate of ours,incorporated by reference in this registration statement. Our financial statements are incorporated by reference in reliance on KMJ Corbin & Company LLP’s report, given on their authority as experts in accounting and none of them has had a material relationship with us during the past three years.

										Amount and
										Percentage of
		Beneficial				Maximum Number				Common Stock
		Ownership of				of Shares of				After the Sale
		Common Stock as				Common Stock
Name		of June 10, 2002				Offered for Sale				Number				%
Swartz Private Equity, LLC			22,576,086	(2)			12,888,150				9,687,936	(4)			10.27	%(4)
Lincoln Ventures, LLC			27,910,526	(3)			27,910,526				—				*
Charles Moore			1,114,005				914,005				200,000				*
Victor Gabourel			1,594,005				914,005				680,000				*
Gloria Felcyn, Trustee (1)			10,272,243				3,656,020				6,616,223				7.77	%
James and Josephine Zolin			2,225,100				914,005				1,311,095				1.59	%
Richard Daniels			1,704,430				914,005				790,425				*

auditing.

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AVAILABLEWHERE YOU CAN FIND MORE INFORMATION

This prospectus is part of a registration statement on Form S-3 that we have filed with the SEC relating to the shares of our securities being offered hereby. This prospectus does not contain all of the information in the registration statement and its exhibits. The registration statement, its exhibits and the documents incorporated by reference in this prospectus and their exhibits, all contain information that is material to the offering of the securities hereby. Whenever a reference is made in this prospectus to any of our contracts or other documents, the reference may not be complete. You should refer to the exhibits that are a part of the registration statement in order to review a copy of the contract or documents. The registration statement and the exhibits are available through the SEC’s Website.

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC and these reports may be inspected and copiedfilings are available to the public over the Internet at the public reference facilities maintained by the SECSEC’s website at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549. You may obtainwww.sec.gov and on our website at www.mosaicie.com. The information found on, the operationor that can be accessed from or that is hyperlinked to, our website is not part of the public reference room by calling the SEC at 1-800-SEC-0330. The same information may be obtained at the following Regional Offices of the SEC: 75 Park Place, New York, New York 10007, and the Northwest Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60621. Copies of such material may be obtained from the Public Reference Section of the SEC’s Washington, D.C. office at prescribed rates.this prospectus or any applicable prospectus supplement.

We mailwill provide you without charge, upon your oral or written request, with a copy of our audited Annual Report on Form 10-K along with aany or all reports, proxy statement to our shareholders prior to our annual meeting.

     We have filed a registration statement on Form S-3, of which this prospectus is a part,statements and other documents we file with the SEC. This registration statementSEC, as well as any or any part thereof may also be inspected and copied at the public reference facilitiesall of the SEC.

     Our filings may also be accessed through the SEC’s web site (http://www.sec.gov) or by visiting our web site at (http://www.ptsc.com) and linking to the SEC’s site.

USE OF PROCEEDS

     We will not receive any proceeds from the resale of these securities. However, we intend to use the proceeds we received from the sale of the convertible debentures, determined after deducting all expenses of the offering (estimated to be $32,336), as follows:

     The amount and timing of working capital expenditures may vary significantly depending upon numerous factors such as:

	•		The progress of continued development of the microprocessor,
	•		Revenues generated from existing and anticipated products and licenses,
	•		The development of marketing and sales resources,
	•		Administrative and legal expenses, and
	•		Other requirements not now known or estimable.

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DESCRIPTION OF SECURITIES

     Our authorized capital stock consists of 200,000,000 shares of common stock, $.00001 par value per share. At June 10, 2002, a total of 81,465,757 common shares were issued and outstanding. The holders of common stock are entitled to one vote for each share held. The affirmative vote of a majority of votes cast at a meeting which commences with a lawful quorum is sufficient for approval of most matters upon which shareholders may or must vote, including the questions presented for approval or ratification at the Annual Meeting. However, removal of a director from office or repeal of the certificate of incorporation in its entirety require the affirmative vote of a majority of the total voting power for approval, and certain other matters (such as shareholder amendment of the bylaws, and amendment, repeal or adoption of any provision inconsistent with provisions in the certificate of incorporation regarding indemnification of directors, officers and others, exclusion of director liability, and our election not to be governed by statutory provisions concerning business combinations with interested shareholders) require the affirmative vote of two-thirds of the total voting power for approval. Common shares do not carry cumulative voting rights, and holders of more than 50% of the common stock have the power to elect all directors and, as a practical matter, to control the company. Holders of common stock are not entitled to preemptive rights, and the common stock may only be redeemed at our election.

     A special meeting of shareholders may be called by or at the request of:

	•		the Chairman of the Board,
	•		the President or any two directors, and
	•		persons owning in the aggregate not less than 20% of the issued and outstanding common shares entitled to vote in elections for directors.

After the satisfaction of requirements with respect to preferential dividends, if any, holders of common stock are entitled to receive, pro rata, dividends when and as declared by the board of directors out of funds legally available therefor. Upon our liquidation, dissolution or winding-up, after distribution in full of the preferential amount, if any, to be distributed to holders of the preferred stock, holders of common stock are entitled to share ratably in our assets legally available for distribution to our shareholders.

     Our board of directors is authorized to issue 5,000,000 shares of undesignated preferred stock, $.00001 par value, without any further action by the stockholders. The board of directors may also divide any and all shares of preferred stock into series and fix and determine the relative rights and preferences of the preferred stock, such as the designation of series and the number of shares constituting such series, dividend rights, redemption and sinking fund provisions, liquidation and dissolution preferences, conversion or exchange rights and voting rights, if any. Issuance of preferred stock by the board of directors will result in such shares having dividend and/or liquidation preferences senior to the rights of the holders of common stock and could dilute the voting rights of the holders of common stock. There are currently no shares of preferred stock issued and outstanding.

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     We have not paid any cash dividends to date, and no cash dividends will be declared or paid on the common shares in the foreseeable future. Payment of dividends is solely at the discretion of our board of directors.

     Interwest Transfer Company, Inc., 1981 East 4800 South, Suite 100, Salt Lake City, Utah 84117, acts as our transfer agent and registrar for our common stock. Their telephone number is (801) 272-9294.

LEGAL OPINION

     Luce, Forward, Hamilton & Scripps LLP, 600 West Broadway Street, Suite 2600, San Diego, California 92101 will pass on the validity of the common stock offered by us.

EXPERTS

     The financial statementsdocuments incorporated by reference in this prospectus or the Prospectus have been audited by BDO Seidman, LLP, independent certified public accountants,registration statement (other than exhibits to the extent and for the periods set forth in their reportsuch documents unless such exhibits are specifically incorporated herein by reference (which containsinto such documents). Requests for such copies should be directed to either info@mosaicie.com, 1537 South Novato Blvd, Number 5, Novato, CA 94947, or at (657) 208-0890.

You should rely only on the information in this prospectus and the additional information described above and under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an explanatory paragraph regardingoffer to sell these securities in any jurisdiction where the Company’s ability to continue as a going concern),offer or sale is not permitted. You should assume that the information in this prospectus was accurate on the date of the front cover of this prospectus only. Our business, financial condition, results of operations and are incorporated herein in reliance upon such report given upon the authority of said firm as experts in accounting and auditing.prospects may have changed since that date.

INCORPORATION OF CERTAIN DOCUMENTSINFORMATION BY REFERENCE

The SEC allows us to “incorporate by reference” into this prospectus the documentsinformation that we file with them,it into this prospectus, which means that we can disclose important information to you by referring you to thesethose documents. The information that we incorporateincorporated by reference intois an important part of this prospectusprospectus. The information incorporated by reference is considered to be a part of this prospectus, and information that we file later with the SEC will automatically updatesupdate and supersedes anysupersede information contained in this prospectus. prospectus and any accompanying prospectus supplement.

We incorporate by reference into this prospectus the documents listed below:below that we have previously filed with the SEC:

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All reports and other documents that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act after the date of 1934the initial registration statement and prior to effectiveness of the registration statement and after the date of this offering is effective andprospectus but before the conclusiontermination of thisthe offering of the securities hereunder will also be deemed incorporated by reference as of the date we file the information and shouldconsidered to be treated as though they were made a part of this document. Please see the section named Available Information to find out where and how you can view information that is incorporated by reference into this document. As newprospectus from the date of the filing of these reports and documents, and will supersede the information becomes availableherein; provided, however, that modifies or supercedes previousall reports, exhibits and other information that we “furnish” to the new information, even though it isSEC will not be considered incorporated by reference should be usedinto this prospectus. We undertake to make upprovide without charge to each person (including any beneficial owner) who receives a partcopy of this document.

     We will provide, without charge,prospectus, upon written or oral request, of any person to whom a copy of all of the preceding documents that are incorporated by reference (other than exhibits, unless the exhibits are specifically incorporated by reference into these documents). You may request a copy of these materials in the manner set forth under the heading “Where You Can Find More Information,” above.

7,287,676 Shares of Common Stock

Prospectus

___________, 2020

Neither we nor the Selling Stockholders has authorized any dealer, salesperson or other person to give any information or to make any representations not contained in this prospectus or any prospectus supplement. You must not rely on any unauthorized information. This prospectus is not an offer to sell these securities in any jurisdiction where an offer or sale is not permitted. The information in this prospectus is delivered, a copycurrent as of the date of this prospectus. You should not assume that this prospectus is accurate as of any other date.

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following table sets forth the estimated expenses paid or allpayable by the Registrant in connection with the sale and distribution of the foregoing documentssecurities registered hereby. All amounts shown are estimates except for the SEC registration fee.

Our Amended and information should be directed to Patriot Scientific Corporation, Attention: Lowell W. Giffhorn, Chief Financial Officer, 10989 Via Frontera, San Diego, California 92127, telephone number (858) 674-5000.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES

     As permitted by Delaware law, ourRestated Certificate of Incorporation provides that we willthe Company, to the full extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time, shall indemnify ourall persons whom it may indemnify pursuant thereto. It further provides that expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative, or investigative action, suit or proceeding for which such officer or director may be entitled to indemnification hereunder shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company as authorized thereby.

Our Amended and Restated Bylaws provide the Company with the power to indemnify its officers, directors, employees and agents against attorneys’ fees andor any person serving at the Company’s request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other expenses and liabilities they incurenterprise to defend, settle or satisfy any civil or criminal action brought against them arising out of their association with or activities on behalf of us unless, in any such action, they are adjudged to have acted with gross negligence or to have engaged in willful misconduct. We may also bear the expenses of such litigation for any such persons upon their promise to repay such sums if it is ultimately determined that they are not entitled to indemnification. Such expenditures could be substantial and may not be recouped, even if we are so entitled.fullest extent permitted by Delaware law.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to the Registrant’s directors, officers, orand controlling persons controlling us pursuant to the foregoing provisions, we haveor otherwise, the Registrant has been informedadvised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of Patriot Scientific Corporation in thea successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, hereunder, wethe Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to athe court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 Pursuant to

All of our directors and officers are covered by insurance policies maintained by the General Corporation Law of Delaware, our Certificate of Incorporation excludes personal liability onCompany against certain liabilities for actions taken in their capacities as such, including liabilities under the part of its directors to the company for monetary damages based upon any violation of their fiduciary duties as directors, except as to liability for any breach of the duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, acts in violation of Section 174 of the General Corporation Law of Delaware, or any transaction from which a director receives an improper personal benefit. ThisSecurities Act.

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exclusion of liability does not limit any right which a director may have to be indemnified and does not affect any director’s liability under federal or applicable state securities laws.

19

Until the completion of the resale of the common stock included in this prospectus, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Table of Contents

Item 16. Exhibits.

See the index to exhibits, which is incorporated herein by reference.

Item 17.Undertakings

The undersigned registrant hereby undertakes:

Provided, however, that paragraphs (1)(a), (1)(b) and (1)(c) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

INDEX TO EXHIBITS

_________________

The Resale of
48,110,716 Shares
of
Common Stock
Offered by
Selling Shareholders

PATRIOT SCIENTIFIC
CORPORATION

PROSPECTUS

June 27, 2002

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

     Expenses payable in connection with the registration and distribution of the securities being registered hereunder, all of which will be borne by the Registrant, are as follows:

*

Estimated

ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

Pursuant to the Company’s Certificate of Incorporation, and as permitted by Section 145 of the General Corporation Law of Delaware, the Company may indemnify its directors and officers under certain circumstances against reasonable expenses (including court costs and attorney’s fees), judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, to which any of them is a party by reason of his being a director, officer, employee, or agent of the Company if it is determined that he acted in accordance with the applicable standard of conduct set forth in such statutory provisions. Thus, the indemnification provisions will protect officers and directors from liability only if the officer or director meets the applicable standard of conduct and the Company has the financial ability to honor the indemnity.

ITEM 16. EXHIBITS.

     The Exhibits to this Registration Statement are listed in the Exhibit Index commencing at page EX-1 hereof.

ITEM 17. UNDERTAKINGS.

     The undersigned Registrant hereby undertakes the following:

     (1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

          (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

          (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information in this Registration Statement; and

          (iii) to include any material information with respect to the plan of distribution not previously disclosed in this registration, or any material change to such information in the Registration Statement.

     (2)  That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-1

     (3)  To remove from registration by means of a post-effective amendment to this Registration Statement any of the securities being registered which remain unsold at the termination of this offering.

     Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Registrant pursuant to the General Corporation Law of Delaware, the Certificate of Incorporation, or otherwise, the Registrant has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in such Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or person controlling the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or person controlling the Registrant in connection with any securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in such Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrantregistrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego,Novato, State of California, on June 27, 2002.as of December 10, 2020.