What changed in this filing

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Item 1A. Risk Factors

2020-11-05 compared with 2020-08-06 · 56 added, 56 removed, 827 unchanged (12% of the section changed)

18 unchanged sentences

The COVID-19 pandemic also could reduce demand for our products and services as our largest channel partners focus on selling essential goods, temporarily close stores or experience decreases in foot traffic.

addition, a recession or market correction resulting from the spread of COVID-19 could further decrease technology spending, adversely affecting demand for our products and services, our business and the value of our common stock.

In addition, a recession or market correction resulting from the spread of COVID-19 could further decrease technology

spending, adversely affecting demand for our products and services, our business and the value of our common stock.

As of September 27, 2020, our retail channel inventory in Americas declined to 8.5 weeks compared to 13.5 weeks at September 29, 2019 due to disruption to our sales channel, contributing to a decline in net revenue in Americas by 11.3% and 9.0%, compared to the three and nine months ended September 29, 2019, respectively.

The COVID-19 pandemic may adversely affect the ability of our third-party manufacturers and other suppliers to fulfill their obligations to us.

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If our manufacturers and other suppliers are unable to fulfill their obligations to us, we could face products shortages, delay in new product introductions, services to our customers could be interrupted, and our products distribution could be delayed and thus adversely affecting our revenue.

For the three and nine months ended September 27, 2020, our freight-in expense increased by 41% and 85%, compared to the prior year periods.

The global pandemic of COVID-19 continues to rapidly evolve, and we will continue to monitor the COVID-19 situation closely.

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In these circumstances, we may not be able to successfully manage integration of the new product and service lines with our existing suite of products and services.

If we are unable to effectively and successfully further develop these new product and service lines, we may not be able to increase or maintain our sales, and our gross margin may be adversely affected.

are unable to effectively and successfully further develop these new product and service lines, we may not be able to increase or maintain our sales, and our gross margin may be adversely affected.

We may experience delays and quality issues in releasing new products and services, which may result in lower quarterly revenue than expected.

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*We may need additional financing to meet our future long-term capital requirements and may be unable to raise sufficient capital on favorable terms or at all.

We have recorded a net loss of $29.3 million and $68.6 million for the three and six months ended June 28, 2020, respectively, and we have a history of losses and may continue to incur operating and net losses for the foreseeable future.

As of June 28, 2020, our accumulated deficit was $200.1 million.

As of June 28, 2020, our cash and cash equivalents and short-term investments totaled $205.5 million.

We have recorded a net loss of $17.5 million and $86.0 million for the three and nine months ended September 27, 2020, respectively, and we have a history of losses and may continue to incur operating and net losses for the foreseeable future.

As of September 27, 2020, our accumulated deficit was $217.6 million.

As of September 27, 2020, our cash and cash equivalents and short-term investments totaled $193.6 million.

While we anticipate that our current cash, cash equivalents and cash to be generated from operations will be sufficient to meet our projected operating plans through at least the next 12 months, we may require additional funds, either through equity or debt financings or collaborative agreements or from other sources.

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We compete in a rapidly evolving and fiercely competitive market, and we expect competition to continue to be intense, including price competition.

Our principal competitors include Amazon (Blink and Ring), Google (Nest), Swann,

Night Owl, Wyze, Foxconn Corporation (Belkin), Samsung, D-Link, and Canary.

Our principal competitors include Amazon (Blink and Ring), Google (Nest), Swann, Night Owl, Wyze, Foxconn Corporation (Belkin), Samsung, D-Link, and Canary.

Other competitors include numerous local vendors such as Netatmo, Logitech, Bosch, Instar, and Uniden.

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Our success depends on senior management being able to execute at a very high level.

The loss of any of our senior management or other key engineering, research, development, sales, or marketing personnel, particularly if lost to competitors, could harm our ability to implement our business strategy and respond to the rapidly changing needs of our business.

If we suffer the loss of services of any key executive or key personnel, our business, results of operations, and financial condition could be materially adversely affected.

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Such perception could adversely affect the market price for our common stock and our ability to obtain financing in the future.

System security risks, data protection breaches and cyber-attacks could disrupt our products, services, internal operations, or information technology systems, and could lead to theft of our intellectual property, and any such disruption could reduce our expected revenue, increase our expenses, damage our reputation, and cause our stock price to decline significantly.

Information security risks have significantly increased in recent years in part due to the proliferation of new technologies and the increased sophistication and activities of organized crime, hackers, terrorists and other external

parties, including foreign private parties and state actors.

disruption could reduce our expected revenue, increase our expenses, damage our reputation, and cause our stock price to decline significantly.

Our products and services may contain unknown security vulnerabilities.

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Further, if we were to make updates to our platforms that were not compatible with the configuration, architecture, features, and interconnection specifications of the third-party platform, our service could be disrupted.

Under the terms of AWS’s agreements with us, it may terminate its agreement by providing us with 30 days’ prior written notice.

In addition, Amazon also produces the Amazon Cloud Cam, which competes with our security camera products, and recently acquired two of our competitors, Blink and Ring.

Amazon produces the Amazon Cloud Cam, which competes with our security camera products, and recently acquired two of our competitors, Blink and Ring.

Amazon may choose to hamper our competitive efforts, using provision of AWS services as leverage.

In the event that our AWS service agreements are terminated, or there is a lapse of service, elimination of AWS services or features that we use, interruption of internet service provider connectivity, or damage to such facilities, we could experience interruptions in access to our platform as well as significant delays and additional expense in arranging or creating new facilities and services and/or re-architecting our solutions for deployment on a different cloud infrastructure service provider, which could materially adversely affect our business, results of operations, and financial condition.

In the event that there is a lapse of service, elimination of AWS services or features that we use, interruption of internet service provider connectivity, or damage to such facilities, we could experience interruptions in access to our platform as well as significant delays and additional expense in arranging or creating new facilities and services and/or re-architecting our solutions for deployment on a different cloud infrastructure service provider, which could materially adversely affect our business, results of operations, and financial condition.

Our current and future products may experience quality problems, including defects or errors, from time to time that can result in adverse publicity, product recalls, litigation, regulatory proceedings, and warranty claims resulting in significant direct or indirect costs, decreased revenue, and operating margin, and harm to our brand.

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If invoked, these clauses may entitle the customer to return for replacement or obtain credits for products and inventory, as well as assess liquidated damage penalties and terminate an existing contract and cancel future or then-current purchase orders.

In such instances, we may also be obligated to cover significant costs incurred by the customer associated with the consequences of such epidemic failure, including freight and transportation required for product replacement and out-of-pocket costs for truck rolls to end-user sites to collect the defective products.

rolls to end-user sites to collect the defective products.

Costs or payments we make in connection with an epidemic failure could materially adversely affect our business, results of operations, and financial condition.

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("Best Buy"), and Costco Wholesale Corporation (“Costco”), and Amazon and their respective affiliates.

For the three and six months ended June 28, 2020, we derived 18.4% and 15.8% of our revenue from Amazon and its affiliates, 15.1% and 17.9% of our revenue from Costco and its affiliates, 13.6% and 6.8% of our revenue from Verisure Ireland DAC and its affiliates, and 4.7% and 11.8% of our revenue from Best Buy and its affiliates, respectively.

For the three and nine months ended September 27, 2020, we derived 12.3% and 14.2% of our revenue from Amazon and its affiliates, 23.6% and 20.5% of our revenue from Costco and its affiliates, 25.4% and 19.2% of our revenue from Verisure Ireland DAC and its affiliates, and 9.9% and 11.0% of our revenue from Best Buy and its affiliates, respectively.

In addition, we sell to wholesale distributors, including Also Holdings AG, Ingram Micro, Inc., D&H Distributing Company, Exertis (UK) Ltd., and Synnex Corporation.

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Accordingly, the prices that they pay for our products are subject to negotiation and could change at any time.

We have historically benefitted from NETGEAR’s strong relationships with these retailers, distributors, and other channel partners, and we may not be able to maintain these relationships following our separation from NETGEAR.

We have historically benefited from NETGEAR’s strong relationships with these retailers, distributors, and other channel partners, and we may not be able to maintain these relationships following our separation from NETGEAR.

Our ability to maintain strong relationships with these channel partners is essential to our future performance.

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In addition, if, as a result of increased leverage, channel partner pressures require us to reduce our pricing such that our gross margin is diminished, we could decide not to sell our products to a particular channel partner, which could result in a decrease in our revenue.

Consolidation among our channel partner base may also lead to reduced demand for our products, elimination of sales opportunities, replacement of our products with those of our competitors, and cancellations of orders, each of which could materially adversely affect our business, results of operations, and financial condition.

If consolidation among the retailers, distributors, or other channel partners who purchase our products becomes more prevalent, our business, results of operations, and financial condition could be materially adversely affected.

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Trade Representative concurrently published the final list of products that are subject to the additional duty, effective September 24, 2018.

On May 10, 2019, the President increased the additional duty to 25% ad valorem, and has since proposed a further increase of this rate to 30% in the coming months.

On May 10, 2019, the President increased the additional duty to 25% ad valorem, and has since proposed a further increase of this rate to 30%, though the increase is not currently scheduled to take effect.

In addition, on August 20, 2019, the President announced an additional 15% import duty on other Chinese imports, known as List 4, with the additional duties on certain items (List 4A) effective September 1, 2019, and the remainder (List 4B) effective December 15, 2019.

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For example, Amazon, one of our primary retailers, produces the Amazon Cloud Cam, which competes with our security camera products, and also recently acquired two of our competitors, Blink and Ring.

For the three and six months ended June 28, 2020, we derived 18.4% and 15.8% of our revenue from Amazon and its affiliates, respectively.

For the three and nine months ended September 27, 2020, we derived 12.3% and 14.2% of our revenue from Amazon and its affiliates, respectively.

We must also continuously monitor and evaluate emerging sales channels.

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International sales comprise a significant amount of our overall revenue.

International sales were 29.6% and 26.4% of overall revenue in the three months ended June 28, 2020 and June 30, 2019, respectively, and 30.0% and 27.0% of overall revenue in the six months ended June 28, 2020 and June 30, 2019.

International sales were 33.0% and 23.3% of overall revenue in the three months ended September 27, 2020 and September 29, 2019, respectively, and 31.4% and 25.4% of overall revenue in the nine months ended September 27, 2020 and September 29, 2019.

We continue to be committed to growing our international sales, and while we have committed resources to expanding our international operations and sales channels, these efforts may not be successful and could be impacted by COVID-19 pandemic.

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Future effective tax rates could be affected by operating losses in jurisdictions where no tax benefit can be recorded under GAAP, changes in the composition of earnings in countries with differing tax rates, changes in deferred tax assets and liabilities, or changes in tax laws.

As of December 31, 2019, our U.S Federal and State net operating loss carryforwards were approximately $61.0 million and approximately $45.4 million respectively.

Moreover, our U.S Federal and State research and development tax credits were approximately $1.6 million and approximately $1.3 million, respectively.

The utilization of our net operating loss and credit carryforwards may be subject to annual limitation due to the ownership changes provided by the Internal Revenue Code Sections 382 and 383 and similar state provisions.

Such an annual limitation could result in the expiration of the net operating loss and tax credit carryforwards before utilization.

In the event that we experience the ownership changes due to our future transactions in our stocks, we may be limited to utilize net operating loss and tax credit carryforwards to reduce our taxable income and tax liabilities respectively that we may earn in the future.

The IRS and several foreign tax authorities have increasingly focused attention on intercompany transfer pricing with respect to sales of products and services and the use of intangibles.

As of December 31, 2019, our U.S.

federal and state net operating loss carryforwards were approximately $61.0 million and approximately $45.4 million respectively.

Moreover, our U.S.

federal and state research and development tax credits were approximately $1.6 million and approximately $1.3 million, respectively.

The utilization of our net operating loss and tax credit carryforwards may be subject to annual limitation due to ownership changes as provided by the Internal Revenue Code Sections 382 and 383 and similar state provisions.

Such an annual limitation could result in the expiration of portions of our net operating loss and tax credit carryforwards before utilization.

In the event that we experience ownership changes due to future transactions in our stocks, the utilization of net operating loss and tax credit carryforwards to reduce our future taxable income and tax liabilities may be limited.

The Internal Revenue Services ("IRS") and several foreign tax authorities have increasingly focused attention on intercompany transfer pricing with respect to sales of products and services and the use of intangibles.

Tax authorities could disagree with our intercompany charges, cross-jurisdictional transfer pricing or other matters and assess additional taxes.

If we do not prevail in any such disagreements, our profitability may be affected.

In addition, the Organization for Economic Co-operation and Development (“OECD”) have been working new laws on the taxation of the digital economy to provide taxing rights to jurisdictions where the customers or users are located.

Some countries have enacted, and others have proposed the new laws to tax the digital transactions.

In addition, the Organization for Economic Co-operation and Development (“OECD”) have been working on new laws on the taxation of the digital economy to provide taxing rights to jurisdictions where the customers or users are located.

Some countries have enacted, and others have proposed the new laws to tax digital transactions.

These developments could result in material impacts to our financial statements.

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Failure to comply with these systems and regulations can result in the assessment of additional taxes, duties, interest, and penalties.

While we believe we are in compliance with local laws, we cannot assure that tax and customs authorities agree with our reporting positions and upon audit may assess us additional taxes, duties, interest, and penalties.

While we believe we are in compliance with local laws, we cannot assure that tax and customs authorities will agree with our reporting positions and upon audit such tax and customs authorities may assess additional taxes, duties, interest, and penalties against us.

Additionally, some of our products are subject to U.S.

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New interpretations of existing laws and regulations, whether by courts or by the state, federal, or foreign governmental authorities charged with the enforcement of those laws and regulations, may also impact our business in ways we are currently unable to predict.

Any failure on our part or on the part of our employees, agents, distributors, or other business partners to comply with the laws and regulations governing competition can result in negative publicity and diversion of management time and effort and may subject us to significant litigation liabilities and other penalties.

Any failure on our part or on the part of our employees, agents, distributors, or other business

partners to comply with the laws and regulations governing competition can result in negative publicity and diversion of management time and effort and may subject us to significant litigation liabilities and other penalties.

We are exposed to the credit risk of some of our customers and to credit exposures in certain markets, which could result in material losses.

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Our primary exposure to movements in foreign currency exchange rates relates to non-U.S.

dollar-denominated sales primarily in Europe and Australia, as well as our global operations, and non-U.S.

dollar-denominated sales primarily in Europe and Australia, as well

as our global operations, and non-U.S.

dollar-denominated operating expenses and certain assets and liabilities.

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If any of these representations, statements or undertakings are, or become, incomplete or inaccurate, or if we or NETGEAR breach any of the respective covenants in any of the separation-related agreements, the opinion of counsel could be invalid and the conclusions reached therein could be jeopardized.

Notwithstanding the opinion of counsel, the Internal Revenue Service (the “IRS”) could determine that the Distribution, together with certain related transactions, should be treated as a taxable transaction if it were to determine that any of the facts, assumptions, representations, statements or undertakings upon which the opinion of counsel was based were false or had been violated, or if it were to disagree with the conclusions in the opinion of counsel.

Notwithstanding the opinion of counsel, the IRS could determine that the Distribution, together with certain related transactions, should be treated as a taxable transaction if it were to determine that any of the facts, assumptions, representations, statements or undertakings upon which the opinion of counsel was based were false or had been violated, or if it were to disagree with the conclusions in the opinion of counsel.

The opinion of counsel is not binding on the IRS or the courts, and we cannot assure that the IRS or a court would not assert a contrary position.

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federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code, in general, NETGEAR would recognize taxable gain as if it had sold our common stock in a taxable sale for its fair market value, and NETGEAR stockholders who receive shares of our common stock in the Distribution would be subject to tax as if they had received a taxable distribution equal to the fair market value of such shares.

We have agreed in the tax matters agreement entered into between us and NETGEAR to indemnify NETGEAR for any taxes (and any related costs and other damages) resulting from the Separation and Distribution, and certain other related transactions, to the extent such amounts were to result from (i) an acquisition after the Distribution of all or a portion of our equity securities, whether by merger or otherwise (and regardless of whether we facilitated the acquisition), (ii) other actions or failures to act by us or (iii) any of the representations or undertakings contained in any of the Separation-related agreements or in the documents relating to the opinion of counsel being incorrect or violated.

Separation-related agreements or in the documents relating to the opinion of counsel being incorrect or violated.

Any such indemnity obligations arising under the tax matters agreement could be material.

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As an operating segment of NETGEAR, we relied on administrative and other resources of NETGEAR, including information technology, accounting, finance, human resources and legal services, to operate our business.

In connection with our IPO, we entered into various service agreements to retain the ability for specified periods to use these NETGEAR resources.

In connection with our IPO, we entered into various service agreements to retain the ability for specified periods to use these

NETGEAR resources.

These services may not be provided at the same level as when we were a business segment within NETGEAR, and we may not be able to obtain the same benefits that we received prior to the completion of the IPO.

services may not be sufficient to meet our needs, and after our agreements with NETGEAR expire (which will generally occur within 18 months following the completion of the IPO, which occurred on August 7, 2018), we may not be able to replace these services at all or obtain these services at prices and on terms as favorable as those we currently have with NETGEAR.

These services may not be sufficient to meet our needs, and after our agreements with NETGEAR expire (which will generally occur within 18 months following the completion of the IPO, which occurred on August 7, 2018), we may not be able to replace these services at all or obtain these services at prices and on terms as favorable as those we currently have with NETGEAR.

We will need to create our own administrative and other support systems or contract with third parties to replace NETGEAR’s systems.

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The transition services agreement generally provides that the applicable service recipient indemnifies the applicable service provider for liabilities that such service provider incurs arising from the provision of services other than liabilities arising from such service provider’s gross negligence, bad faith or willful misconduct or material breach of the transition services agreement, and that the applicable service provider indemnifies the applicable service recipient for liabilities that such service recipient incurs arising from such service provider’s gross negligence, bad faith or willful misconduct or material breach of the transition services agreement.

Pursuant to the registration rights agreement, we have agreed to indemnify NETGEAR and its subsidiaries that hold registrable securities (and their directors, officers, agents and, if applicable, each other person who controls such holder under Section 15 of the Securities Act) registering shares pursuant to the registration

rights agreement against certain losses, expenses and liabilities under the Securities Act, common law or otherwise.

Pursuant to the registration rights agreement, we have agreed to indemnify

NETGEAR and its subsidiaries that hold registrable securities (and their directors, officers, agents and, if applicable, each other person who controls such holder under Section 15 of the Securities Act) registering shares pursuant to the registration rights agreement against certain losses, expenses and liabilities under the Securities Act, common law or otherwise.

NETGEAR and its subsidiaries that hold registrable securities similarly indemnify us but such indemnification will be limited to an amount equal to the net proceeds received by such holder under the sale of registrable securities giving rise to the indemnification obligation.

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On December 31, 2018, NETGEAR completed the Distribution to its stockholders of the 62,500,000 shares of Arlo common stock that it owned.

As of June 28, 2020, we have 78,089,035 shares of common stock outstanding.

As of September 27, 2020, we have 79,026,508 shares of common stock outstanding.

In the future, we may issue our securities in connection with investments or acquisitions.

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We are now obligated to file with the SEC annual and quarterly reports and other reports that are specified in Section 13 and other sections of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

We are also required to ensure that we have the ability to prepare financial statements that are fully compliant with all SEC reporting requirements on a timely basis.

2002 (“Sarbanes-Oxley”) and the regulations promulgated thereunder, which will impose significant compliance obligations upon us.

We are also required to ensure that we have the ability to prepare financial statements that are fully compliant with all SEC reporting

requirements on a timely basis.

In addition, we are and will continue to become subject to other reporting and corporate governance requirements, including certain requirements of the NYSE, and certain provisions of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and the regulations promulgated thereunder, which will impose significant compliance obligations upon us.

Sarbanes-Oxley, as well as rules subsequently implemented by the SEC and the NYSE, have imposed increased regulation and disclosure and required enhanced corporate governance practices of public companies.

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As a result, we may incur substantial impairment charges to earnings in our financial statements should an impairment of our goodwill, other intangible assets and long-lived assets be determined resulting in an adverse impact on our results of operations.

If there is a further decline in the Company’s stock price based on market conditions and deterioration of the Company’s business, the Company may have to record a charge to its earnings for the associated goodwill impairment of up to $11.0 million.

Failure to achieve and maintain effective internal controls in accordance with Section 404 of Sarbanes-Oxley could materially adversely affect our business, results of operations, financial condition, and stock price.

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We also expect the regulations under Sarbanes-Oxley to increase our legal and financial compliance costs, make it more difficult to attract and retain qualified officers and members of our board of directors, particularly to serve on our audit committee, and make some activities more difficult, time consuming, and costly.

We may not be able to conclude on an ongoing basis that we have effective internal control over our financial reporting in accordance with Section 404 or our independent registered public accounting firm may not be able or willing to issue an unqualified report on the effectiveness of our internal control over financial reporting.

If we conclude that our internal control over financial reporting is not effective, we cannot be certain as to the timing of completion of our evaluation,

testing and remediation actions or their effect on our operations because there is presently no precedent available by which to measure compliance adequacy.

not be able to conclude on an ongoing basis that we have effective internal control over our financial reporting in accordance with Section 404 or our independent registered public accounting firm may not be able or willing to issue an unqualified report on the effectiveness of our internal control over financial reporting.

If we conclude that our internal control over financial reporting is not effective, we cannot be certain as to the timing of completion of our evaluation, testing and remediation actions or their effect on our operations because there is presently no precedent available by which to measure compliance adequacy.

If either we are unable to conclude that we have effective internal control over our financial reporting or our independent auditors are unable to provide us with an unqualified report as required by Section 404, then investors could lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock.

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We are an “emerging growth company,” as defined in the JOBS Act.

For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable

to other public companies that are not emerging growth companies, including exemption from compliance with the auditor attestation requirements of Section 404, reduced disclosure obligations regarding executive compensation and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including exemption from compliance with the auditor attestation requirements of Section 404, reduced disclosure obligations regarding executive compensation and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

We will remain an emerging growth company until the earliest of (1) December 31, 2023, (2) the last day of the fiscal year in which we have total annual revenue of at least $1.07 billion, (3) the last day of the fiscal year in which we become a large accelerated filer, which means that we have been public for at least 12 months, have filed at least one annual report and the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last day of our then most recently completed second fiscal quarter, or (4) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

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In addition, because we have not elected to be exempt from Section 203 of the Delaware General Corporation Law (the “DGCL”), this provision could also delay or prevent a change of control that you may favor.

Section 203 provides that, subject to limited exceptions, persons that acquire, or are affiliated with a person that acquires, more than 15% of the outstanding voting stock of a Delaware corporation (an “interested stockholder”) shall not engage in any business combination with that corporation, including by merger, consolidation or acquisitions of additional shares, for a three-year period following the date on which the person became an interested stockholder, unless (i) prior to such time, the

board of directors of such corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

(ii) upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of such corporation at the time the transaction commenced (excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) the voting stock owned by directors who are also officers or held in employee benefit plans in which the employees do not have a confidential right to tender or vote stock held by the plan);

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S-1/A 7/23/2018 4.1

Separation Agreement, dated April 23, 2020, by and among Arlo Technologies, Inc., NETGEAR, Inc.

and Christine Gorjanc

Confirmatory Employment Letter with Gordon Mattingly

Form of Change in Control and Severance Agreement for non-CEO Executive Officers

Form of Service and Cash Balance Performance-Based Restricted Stock Unit Agreement for Executive Officers

Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer

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104 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) X

* Indicates management contract or compensatory plan or arrangement.

# This certification is deemed to accompany this Quarterly Report on Form 10-Q and will not be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section.

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(Principal Financial and Accounting Officer)

August 6, 2020

November 5, 2020

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1A. Risk Factors