Cyberlux : Annual Report for Period Ending December 31, 2021

ANNUAL REPORT FOR THE YEAR ENDED

DECEMBER 31, 2021

CYBERLUX CORPORATION

800 Park Offices Drive, Suite 3209

Durham, NC 27709

Phone: [phone]

Fax: [phone]

FEDERAL TAX I.D. 91-2048978

CUSIP No 23247M205

SIC NUMBER 3674 - Semi-conductors and related devices

As of December 31, 2021, the number of shares outstanding of our Common Stock was: 5,751,417,345

As of September 30, 2021, the number of shares outstanding of our Common Stock was: 5,504,594,661

As of December 31, 2019, the number of shares outstanding of our Common Stock was: 4,481,275,578

Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):

Yes: ☐

No: ☐

Indicate by check mark whether the company's shell status has changed since the previous reporting period:Yes: ☐

No: ☐

Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:Yes: ☐

No: ☐

1 "Change in Control" shall mean any events resulting in:

(i) Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;

• (ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;

• (iii) A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or

(iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

Part A: General Company Information

Item 1. The exact name of the issuer and its predecessor (if any).

Cyberlux Corporation

Item 2. The address of the issuer's principal executive offices.

Cyberlux Corporation

800 Park Offices Drive, Suite 3209

Durham, NC 27709

Phone: [phone]

Fax: [phone]

Website: http:www.cyberlux.com

Item 3. The Jurisdiction(s) and date of the issuer's incorporation or organization.

Incorporated in the State of Nevada on May 17, 2000

Part B: Share Structure

Item 4. The exact title and class of securities outstanding.

Class of Securities Outstanding:	Common Stock and Preferred A, B and C
Security Symbol:	CYBL.PK
CUSIP Number	23247M205

Item 5. Par or stated value and description of the security.

• A. Par or stated value.

  The Par Value of Common Stock is $0.001 per share.

  The Par Value of Series A, B and C Preferred Stock is $0.001 per share.

• B. Common or Preferred Stock

1. Common Stock

We are authorized to issue up to 8,750,000,000 shares of common stock, par value $.001. As of December 31, 2020 there were 4,481,275,578 shares. As of December 31, 2021, there were 5,751,417,345 shares of common stock outstanding. Holders of the common stock are entitled to one vote per share on all matters to be voted upon by the stockholders. Holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of funds legally available therefore. Upon the liquidation, dissolution, or winding up of our company, the holders of common stock are entitled to share ratably in all of our assets which are legally available for distribution after payment of all debts and other liabilities and liquidation preference of any outstanding common stock. Holders of common stock have no preemptive, subscription, redemption, or conversion rights. The outstanding shares of common stock are validly issued, fully paid and non-assessable.

2. Preferred Stock

Our Articles of Incorporation authorize the issuance of 100,000,000 shares of preferred stock, $0.001 par value per share, the designation and rights of which are to be determined by our Board of Directors. Our Board of Directors has authority, without action by the shareholders, to issue all or any portion of the authorized but unissued preferred stock in one or more series and to determine the voting rights, preferences as to dividends and liquidation, conversion rights, and other rights of such series. We consider it desirable to have preferred stock available to provide increased flexibility in structuring possible future acquisitions and financing and in meeting corporate needs which may arise. If opportunities arise that would make desirable the issuance of preferred stock through either public offering or private placements, the provisions for preferred stock in our Articles of Incorporation would avoid the possible delay and expense of a shareholder's meeting, except as may be required by law or regulatory authorities. Issuance of the preferred stock could result, however, in a series of securities outstanding that will have certain preferences with respect to dividends and liquidation over the common stock which would result in dilution of the income per share and net book value of the common stock.

Issuance of additional common stock pursuant to any conversion right which may be attached to the terms of any series of preferred stock may also result in dilution of the net income per share and the net book value of the common stock. The specific terms of any series of preferred stock will depend primarily on market conditions, terms of a proposed acquisition or financing, and other factors existing at the time of issuance. Our Board of Directors may issue additional preferred stock in future financing but has no current plans to do so at this time. The issuance of Preferred Stock could have the effect of making it more difficult for a third party to acquire a majority of our outstanding voting stock.

Series A Convertible Preferred Stock

As of both December 31, 2021 and December 31, 2020, we have 26.9806 shares of our Series A Convertible Preferred Stock issued and outstanding. Each share is convertible into 250 shares of common stock. The Series A Convertible Preferred have the following designations and rights:

Maturity:	Perpetual Preferred
Dividend:	12% per annum. The dividend shall be payable semi-annually in cash or common
stock at our option.
Fixed Conversion Price:	The Series A Convertible Preferred shall be convertible into common stock at
$0.10 per share.
Stated Value:	$5,000 per share

Mandatory Conversion: Beginning 180 days from the effective date of a registration statement, if the closing bid price for our common stock exceeds $1.50 for a period of 10 consecutive trading days, we have the right to force the holders to convert the Series A Convertible Preferred into common stock at the applicable conversion price.

Limitations on Conversion: Each holder of the Series A Convertible Preferred shares shall not convert the shares into common stock such that the number of shares of common stock issued after the conversion would exceed, when aggregated with all other shares of common stock owned by such holder at such time, in excess of 4.99% of our then issued and outstanding shares of common stock.

No Voting Rights: The holders of the Series A convertible shares have no voting rights until their shares are converted to common shares.

Series B Convertible Preferred Stock

The Board of Directors, pursuant to our Articles of Incorporation and By-Laws, authorized Series B Convertible Preferred Stock which was issued to officers and directors in order to convert accrued management fees and other liabilities into shares of the Series B Preferred Stock. The Series B Convertible Preferred Stock has the following designations and rights:

As of both December 31, 2021 and December 31, 2020, we have 100,000,000 shares of our Series B Convertible Preferred Stock issued and outstanding.

Term:	Perpetual Preferred
Dividend:	12% per annum
Conversion:	Each share of the Series B Convertible Preferred Stock may be converted to 200 shares of
our common stock at the option of the bearer.
Voting Rights:	Except with respect to transactions upon which the Series B Preferred stock shall be
entitled to vote separately, the Series B Preferred Stock shall have superior voting rights
equal to one times the number of shares of Common Stock such holder of Series B
Preferred Stock would receive upon conversion of such holder's shares of Series B
Preferred Stock. The conversion price is $0.10 per share.

Series C Convertible Preferred Stock

On November 13, 2006, the Company filed a Certificate of Designation creating a Series C Convertible Preferred Stock classification for 100,000 shares. This was subsequently amended on January 11, 2007 to 700,000 shares. There are currently 150,000 Series C Convertible Preferred shares outstanding.

As of both December 31, 2021 and December 31, 2020, we had 150,000 shares of our Series C Convertible Preferred Stock issued and outstanding.

Term:	Perpetual Preferred
Dividend:	5% per annum
Conversion:	The shares of the Series C Preferred are convertible at the option
of the holder into common shares one year from issuance.
No Voting Rights.	The holders of the Series A convertible shares have no voting rights until their
shares are converted to common shares.

• 3. Describe any other material rights of common or preferred stockholders.

  None.

• 4. Describe any provisions in the Issuer's charter or by-laws that would delay, defer or prevent a change in control of the Issuer.

None.

Item 6. The number of shares or total amount of the securities outstanding for each class of securities authorized.

Common Stock

For the period ending December 31, 2021:

Shares Authorized:	8,750,000,000
Shares Outstanding:	5,751,417,345
Public Float:	4,097,569,970
Number of Shareholders of Record:	334

Preferred Stock
Preferred A - For the period ending December 31, 2021:
Shares Authorized:	200
Shares Outstanding:	26.9806
Public Float:	0
Number of Shareholders of Record:	8
Preferred B - For the period ending December 31, 2021:
Shares Authorized:	100,000,000
Shares Outstanding:	100,000,000
Public Float:	0
Number of Shareholders of Record:	4
Preferred C - For the period ending December 31, 2021:
Shares Authorized:	150,000
Shares Outstanding:	150,000
Public Float:	0
Number of Shareholders of Record:	2

Part C: Business Information

Item 7. The name and address of the transfer agent.

Name:	Standard Registrar and Transfer Company, Inc.
Address:	440 E 400 S Suite 200, Salt Lake City, UT 84111
Phone:	Main: [phone] / Fax: [phone]

Standard Registrar & Transfer Company, Inc. is registered under the Exchange Act and is regulated by the Securities and Exchange Commission.

Item 8. The nature of the issuer's business.

A. Business Development.

Cyberlux Corporation (the "Company") was incorporated under the laws of the State of Nevada on May 17, 2000. Until December 31, 2004, the Company was a development stage enterprise as defined under Accounting Standards Codification subtopic 915-10 Development Stage Entities. The Company was publicly traded on the OTCBB exchange from August 2004 to May 2011 and is now traded under CYBL.PK on the OTC Markets. While the Company is generating revenues from its sale of products and services through the performance of its business units, the Company has incurred expenses, and sustained losses. Consequently, its operations are subject to all risks inherent in the establishment of an ongoing business enterprise. As of December 31, 2021, the Company has accumulated losses of $28,676,552. Going forward, we intend to fully leverage this net loss carry-forward possible and use this tax advantage to maximize our cash flow from operations as a competitive advantage.

Cyberlux had a remarkable Q4 2021 and a truly phenomenal full year 2021, the best year ever for Cyberlux Corporation. We had growth from acquisitions in the large markets we are serving, and we even exceeded our revised December outlook by $1.4 million, up 22% compared to our revenue guidance. We are fundamentally transforming the Cyberlux company in all four of our business units, with key new personnel like Mr. Aaron Goodman as a new Board member, Mr. Paul Nurkkala as our Unmanned Aircraft Solutions Chief Test Pilot, and