Item 2. Management’s Discussion and Analysis
Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations
This report contains forward-looking
statements that are based on current expectations, estimates, forecasts, and projections about us, the industry in which we operate and
other matters, as well as management's beliefs and assumptions and other statements regarding matters that are not historical facts. These
statements include, in particular, statements about our plans, strategies and prospects. For example, when we use words such as “projects,”
“expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,”
“estimates,” “should,” “would,” “could,” “will,” “opportunity,”
“potential” or “may,” and variations of such words or other words that convey uncertainty of future events or
outcomes, we are making forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934, as amended.
These forward-looking statements
are subject to numerous assumptions, risks and uncertainties that may cause the Company’s actual results to be materially different
from any future results expressed or implied by the Company in those statements. The most important factors that could prevent the Company
from achieving its stated goals include, but are not limited to, the following:
(a)
volatility or decline of the Company’s stock price, or absence of stock price appreciation;
(b)
fluctuation in quarterly results;
(c)
failure of the Company to earn revenues or profits;
(d)
inadequate capital to continue or expand its business, and the inability to raise additional capital or financing to implement its business plans;
(e)
reductions in demand for the Company’s products and services, whether because of competition, general industry conditions, loss of tax incentives for solar power, technological obsolescence or other reasons;
(f)
litigation with or legal claims and allegations by outside parties;
(g)
insufficient revenues to cover operating costs, resulting in persistent losses;
(h)
rapid and significant changes to costs of raw materials from government tariffs or other market factors;
(i)
the preceding and other factors discussed in Part I, Item 1A, “Risk Factors,” and other reports we may file with the Securities and Exchange Commission from time to time; and
(j)
the factors set forth in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
New factors emerge from time
to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on
our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained
in any forward-looking statements. Because factors referred to elsewhere in this report on Form 10-Q and in our Annual Report on Form
10-K for the year ended December 31, 2022 (sometimes referred to as the “2022 Form 10-K”) that we previously filed with the
Securities and Exchange Commission, including without limitation the “Risk Factors” section in the 2022 Form 10-K, could cause
actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us, you should not place
undue reliance on any forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made,
and except as may be required by applicable law, we undertake no obligation to release publicly the results of any revisions to these
forward-looking statements or to reflect events or circumstances arising after the date of this report on Form 10-Q.
17
Overview
Beam Global develops, manufactures,
and sells high-quality, renewably energized infrastructure products for electric vehicle charging infrastructure, energy storage, energy
security, disaster preparedness and outdoor media.
The Company has five product
lines that incorporate our proprietary technology for producing a unique alternative to grid-tied charging, having a built-in renewable
energy source in the form of attached solar panels and/or light wind generator to produce power and battery storage to store the power.
These products are rapidly deployable and attractively designed and include:
-
EV ARC™ Electric Vehicle Autonomous Renewable Charger – a patented, rapidly deployed, infrastructure product that uses integrated solar power and battery storage to provide a mounting asset and a source of power for factory installed electric vehicle charging stations of any brand. The electronics are elevated to the underside of the sun-tracking solar array making the unit flood-proof up to nine and a half feet and allowing adequate space to park a vehicle on the engineered ballast and traction pad which gives the product stability.
-
Solar Tree® DCFC – Patented off-grid, renewably energized and rapidly deployed, single-column mounted smart generation and energy storage system with the capability to provide a 150kW DC fast charge to one or more electric vehicles or larger vehicles.
-
EV ARC™ DCFC – DC Fast Charging system for charging EVs comprised of four interconnected EV ARC™ systems and a 50kW DC fast charger.
-
EV-Standard™ – patent issued on December 31, 2019 and currently under development. A lamp standard, EV charging and emergency power product which uses an existing streetlamp’s foundation and a combination of solar, wind, grid connection and onboard energy storage to provide curbside charging.
-
UAV ARC™ - patent issued on November 24, 2020 and currently under development. An off-grid, renewably energized and rapidly deployed product and network used to charge aerial drone (UAV) fleets.
In addition, with the acquisition
of All Cell Technologies, LLC (“All Cell”) in March 2022, we now offer Beam AllCell™ energy storage technology with
a highly flexible lithium-ion and/or lithium iron phosphate battery platform architecture. The battery design uses a proprietary phase
change material which provides a low-cost thermal management solution and a unique safety mechanism to prevent propagation of thermal
runaway. They are ideally suited for applications where energy density, safety and specialized enclosures require high power in small
spaces. Drones, submersibles, medical and recreational products and a host of micro mobility products benefit from this technology. Beam
is already using AllCell™ energy storage products in EV ARC™ products for EV charging and plans to incorporate this battery
technology in our new product designs that are under development.
We believe that there is a
clear need for a rapidly deployable and highly scalable EV charging infrastructure, and that our products fulfill that requirement. Unlike
grid-tied installations which require general and electrical contractors, engineers, consultants, digging trenches, permitting, pouring
concrete, wiring, and ongoing utility bills, the EV ARC™ system can be deployed in minutes, not months, and is powered by renewable
energy so there is no utility bill. We are agnostic as to the EV charging service equipment or provider and integrate best of breed solutions
based upon our customer’s requirements. For example, our EV ARC™ and Solar Tree® products have been deployed with Chargepoint,
Blink, Enel X, Electrify America and other high quality EV charging solutions. We can make recommendations to customers, or we can comply
with their specifications and/or existing charger networks. Our products replace the infrastructure required to support EV chargers, not
the chargers themselves. We do not sell EV charging, rather we sell products which enable it.
18
We believe our chief differentiators
for our electric vehicle charging infrastructure products are:
·
our patented, renewable energy products dramatically reduce the cost, time and complexity of the installation and operation of EV charging infrastructure and outdoor media platforms when compared to traditional, utility grid tied alternatives;
·
our proprietary and patented energy storage solutions;
·
our first-to-market advantage with EV charging infrastructure products which are renewably energized, rapidly deployed and require no construction or electrical work on site;
·
our products’ capability to operate during grid outages and to provide a source of EV charging and emergency power rather than becoming inoperable during times of emergency or other grid interruptions; and
·
our ability to continuously create new and patentable inventions which are marketable and a complex integration of our proprietary technology and parts, and other commonly available engineered components, which create a further barrier to entry for our competition.
Overall Business Outlook
Our revenues for the first
six months of 2023 were $30.8 million, a 312% increase over $7.5 million for the first six months in 2022, primarily derived from delivery
of EV ARC™ systems to federal customers. We have invested in sales and marketing resources over the past three years which has created
increased demand for our EV ARC™ renewable chargers. Additionally, we had an increase of $2.1 million in sales from our battery
storage business as a result of our acquisition of All Cell in March 2022. The Company believes there continues to be a high level of
support for funding EV charging infrastructure from both government and commercial entities, including a number of federal grants available
under the Inflation Reduction Act in 2022. In addition, certain of our commercial customers can benefit from the Federal Solar Investment
Tax Credit and accelerated depreciation as allowed under Section 179 of IRS code which, we believe, provide a competitive advantage for
our products over traditionally installed EV charging infrastructure which is not eligible for these incentives. Given these available
resources, we have invested in a federal lobbyist, a federal business development resource and a government relations employee, who have
helped to identify opportunities on the federal side and have increased awareness of our product and outreach with federal agencies. In
addition, the General Services Administration (GSA) awarded Beam Global a federal blanket purchase agreement which provides federal agencies
a streamlined procurement process for procuring EV ARC™ systems. As a direct result, Beam Global was awarded a number of federal
government orders in September through November 2022 that have or will be delivered in 2023. In the six months ended June 30, 2023, we
recorded revenues of $23.4 million for federal customers, compared to $0.9 million for the same period in 2022.
Ongoing efforts to expand revenues
to state agencies have also been successful. In June 2022, we were awarded a new three-year statewide contract with the State of California
which can be used by state, local and municipal government entities throughout the U.S., not just California, and provides previously
negotiated pricing and contract terms to make the procurement process easier. In addition, in early October 2022, we were awarded a $5.3
million contract from the Department of Citywide Administrative Services to deploy units throughout New York City.
In addition, partially due to
companies requiring employees to return to the workplace rather than working remotely from home as was the case during the pandemic, we
are seeing an increase in orders for workplace charging and corporate which we expect to continue. We expect the electric vehicle market
to continue to experience significant growth over the next decade which will in turn cause a requirement for additional EV charging infrastructure.
We believe our products are positioned to benefit significantly from this growth.
We believe the Company’s
acquisition of the assets of All Cell, a battery technology company, will increase our new customer opportunities. As a result of the
acquisition of All Cell, we believe Beam’s gross margin will continue to improve by utilizing the Beam All-Cell™ battery in its
EV ARCs™, because we can reduce costs by retaining gross profits previously paid to battery vendors. We now also have the ability
to value engineer bespoke battery solutions for our products. Beam All-Cell ™ batteries are ideally suited for applications
where energy density, safety and bespoke enclosures require high power in small spaces. Drones, submersibles, recreational products and
a host of micro mobility and electric vehicle products are already benefiting from our Beam All-Cell ™ highly differentiated
products. With the continued growth of untethered electrification, we believe there is opportunity for increased demand in these markets
and others.
19
In June 2023, the Company announced
that it executed a binding Letter of Intent to acquire Europe based Amiga DOO Kraljevo (“Amiga”).
Amiga is an established manufacturer of specialized structures and equipment, producing street lights, communications and energy infrastructure
whose manufacturing, engineering and sales teams service municipalities, states and commercial customers in 16 nations. The closing
of the acquisition of Amiga, which we expect to occur in Q4 2023, is subject to customary closing conditions, including but not limited
to, the completion of our due diligence of Amiga to our satisfaction. The Company believes that should
this transaction close, it will expand Beam Global’s presence into the European market and increase its production, engineering,
sales and product development expertise. The EU has mandated a transition to zero emission vehicles by 2035 and they are heavily focused
on green and sustainable energy. An increase in electric vehicles adoptions will increase the demand for charging infrastructure. We
believe that our sustainably energized EV ARC TM and EV Standard™ products can play a major role in the provision of
EV charging infrastructure in Europe.
We continued to make progress in finding a sponsor for our outdoor media advertising business
during 2022 and 2023, working with The Superlative Group (“Superlative”), an industry leading consultant engaged in selling
corporate sponsorships. They have identified several potential corporate sponsors for a global naming rights agreement to our network
of EV ARC™ systems. Superlative is compensated only when they are successful in securing a sponsor for our “Driving on Sunshine”
network. This business model, if successful, can be replicated in other cities throughout the country. Our energy security business is
connected with the deployment of our EV charging infrastructure products and serves as an additional benefit and value proposition for
our charging products which, along with their integrated emergency power panels, can continue to operate, charge EVs, and deliver emergency
power during utility grid failures. Our state-of-the-art storage batteries installed on our EV charging systems are immune to grid failures
and provide another benefit for customers such as municipalities, counties, states, the federal government, hospitals, fire departments,
large private enterprises with substantial facilities, and vehicle fleet operators.
We are in development on our
newest patented products - our EV Standard™ and UAV ARC™, which we expect will expand our product offerings leveraging the
same proprietary technology as our current products and allow us to expand into new markets.
Our gross profit improved as a
percentage of sales reporting a continued positive gross margin in Q2 2023 of 2.8% of revenues, compared to a .03% gross profit in the
Q1 2023 and -$8.8% in Q2 2022. Gross margins improved to 1.6% as a percentage of revenues in the six months ended June 30, 2023, compared
to an 8.4% loss as a percentage of revenue for the same period in 2022. Additionally, our cost of goods sold included non-cash intellectual
property amortization of $0.4 million and $0.3 million for the first six months of 2023 and 2022, respectively, related to the acquisition
of All Cell in 2022. Excluding this non-cash expense results in a positive gross profit of 2.9% for the six months ended June 30, 2023.
We increased the number of EV ARC deliveries from 74 in the first six months of 2022 to 354 in the first six months of 2023 which resulted
in favorable fixed overhead absorption and improved labor efficiencies gained by the higher volume. Our gross profit improvements were
achieved in spite of ongoing inflation and the high costs of many of our components, including steel, that began during the Covid pandemic
and are only starting to decrease on new supply chain orders placed in 2023. We expect to see these costs continue to decrease over time.
Batteries are the highest cost contributor to our bill of materials, but with the March 2022 purchase of All Cell’s assets, we have
seen these costs decrease. We are implementing lean manufacturing process improvements and making engineering changes to our product where
we expect to benefit from cost reductions. Many of the components that we integrate into our products are manufactured by others. This
is consistent with our strategy to take advantage of the investment by large and well-funded organizations in the improvement of various
components and sub-assemblies which we integrate into our final product. We continue to identify components and sub-assemblies that may
be more cost effective to outsource, which may further reduce our costs, increase our gross margins, and significantly increase the potential
output from our factory. We expect to see a significant increase in the demand for electric vehicle charging infrastructure and as such
we do not anticipate significant pricing pressure on our products. The combination of this increase in demand for electric vehicle charging
infrastructure and our revenues, and the cost cutting measures described above lead us to believe that we will see improvement in our
gross margins over the next year.
Significant Accounting Policies and Estimates
The Company’s significant
accounting policies are described in Note 1 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. There
have been no material changes in these policies or their application.
20
Use of Estimates. The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include the allowance
for doubtful accounts receivable, valuation of inventory and standard cost allocations, depreciable lives of property and equipment, valuation
of intangible assets, valuation of contingent consideration liability, estimates of loss contingencies, estimates of the valuation of
lease liabilities and the related right of use assets, valuation of share-based costs, and the valuation allowance on deferred tax assets.
Changes in Accounting Principles . There were no significant
changes in accounting principles that were adopted during the six months ended June 30, 2023.
Results of Operations
Comparison of Results of Operations for the
Three Months Ended June 30, 2023 and 2022
Revenues.
For the quarter ended June 30, 2023, our revenues increased 379% to $17.8 million compared to $3.7 million for the same period in
2022. Revenues to federal customers increased by $12.7 million in Q2 2023. During the quarter, revenues from Florida accounted for 20%
of total revenues and included federal, state and enterprise customers. We also recorded energy storage revenues of $2.1 million as a
result of our acquisition of All Cell in 2022. We continue to invest in sales and marketing employees, resources and programs to raise
awareness of the benefits and value of our products, which is reflected in the strong year over year sales growth in the quarter. The
receipt of orders may continue to be uneven due to the timing of customer approvals or budget cycles, however we believe that as EV adoption
increases in concert with increased availability of infrastructure funding, our business will be less impacted by specific variations
in order timing.
Gross Profit. For the
quarter ended June 30, 2023, our gross profit was $0.5 million, or 3% of sales, compared to a gross loss of $0.3 million, or 9% of sales
for the same period in 2022. As a percentage of sales, the margin improved by 12%, primarily due to the increase in production levels
in the current quarter compared to the prior year, which resulted in favorable fixed overhead absorption. Our gross profits were negatively
impacted by $0.2 million for non-cash intangible amortization. We began to see some improvements on material pricing in 2023, which we
believe will continue to improve over time. Our labor efficiency improved during the quarter as a result of a steady flow of units through
the factory. We also implemented some new equipment and design changes in Q1 and Q2 2023 which helped to increase our production to meet
the growing demand and which is helping to reduce the labor and material cost of our product. In addition, as our revenues continue to
increase in 2023 and beyond, we expect our fixed overhead absorption to also improve.
Operating Expenses. Total
operating expenses were $4.0 million, or 23% of revenues, for the quarter ended June 30, 2023, compared to $2.5 million, or 67% of revenues,
for the same quarter in the prior year, a decrease of 44% as a percentage of revenues. The $1.5 million increase is attributable to $0.5
million for the change in fair value of contingent consideration, $0.4 million for sales and marketing expenses, primarily for commissions
due to higher revenues, $0.4 million for non-cash compensation expenses, $0.2 million for admin salaries and bonus accrual.
Comparison of Results of Operations for the
Six Months Ended June 30, 2023 and 2022
Revenues. For the six months
ended June 30, 2023, our revenues increased 312% to $30.8 million compared to $7.5 million for the same period in 2022. Revenues to federal
customers increased by $22.5 million in 2023. During the first six months of 2023, revenues from California and Florida represented 13%
and 12% of total revenues. In both instances revenues were diverse across federal, state and local governments, as well as enterprise
and education sector customers. International customers comprised 10% of the revenues through June 30, 2023, and were primarily from our
energy storage business. Revenues derived from non-government, commercial entities increased by 42% from Q2 2022 to Q2 2023 representing
a partial return to pre-COVID levels. We recorded energy storage revenues of $3.9 million as a result of our acquisition of All Cell in
2022. We continue to invest in sales and marketing employees, resources and programs to raise awareness of the benefits and value of our
products, which is reflected in the strong year over year sales growth in the quarter. The receipt of orders may continue to be uneven
due to the timing of customer approvals or budget cycles, however we believe that as EV adoption increases in concert with increased availability
of infrastructure funding, our business will be less impacted by specific variations in order timing.
21
Gross
Profit. For the six months ended June 30, 2023, our gross profit was $0.5 million, or 2% of sales, compared to a gross loss of $0.6
million, or 8% of sales in the same period of 2022. As a percentage of sales, the margin improved by 10%, primarily due to the increase
in production levels in the current quarter compared to the prior year, which resulted in favorable fixed overhead absorption. Our gross
profits were negatively impacted by $0.4 million for non-cash intangible amortization. We began to see some improvements on material
pricing in 2023, which we believe will continue to improve over time. In addition, our labor efficiency improved during the quarter as
a result of a steady flow of units through the factory. We continue to make engineering changes and work with suppliers to improve our
costs which will continue to improve our gross profit over time.
Operating Expenses. Total
operating expenses were $7.9 million, or 26% of revenues, for the six months ended June 30, 2023, compared to $4.5 million, or 60% of
revenues, for the same quarter in the prior year, an improvement of 34% as a percentage of revenues. Due to the acquisition of All Cell
that closed in March 2022, expenses for the first six months of 2022 do not include operating expenses for January and February, which
accounts for approximately $0.5 million of the increase. In addition, increases are also attributable to, $0.7 million for non-cash compensation
expenses, $0.6 million for administrative salaries and bonus accrual, $0.5 million for the change in fair value of contingent consideration,
$0.4 million for investment in R&D salaries and expenses, $0.3 million for sales and marketing expenses, primarily for commissions
due to higher revenues and $0.3 million of other expenses.
Liquidity and Capital Resources
At June 30, 2023, we had cash
of $23.7 million, compared to cash of $1.7 million at December 31, 2022. We have historically met our cash needs through a combination
of debt and equity financing. Our cash requirements are generally for operating activities.
June 30,
2023
2022
Cash provided by (used in):
Net cash used in operating activities
$ (5,062 )
$ (7,425 )
Net cash used in investing activities
$ (601 )
$ (1,086 )
Net cash (used in) provided by financing activities
$ 27,664
$ 316
Our cash flows from operating,
investing and financing activities, as reflected in the statements of cash flows, are summarized in the table below:
For the six months ended June
30, 2023, our cash used in operating activities was $5.1 million compared to $7.4 million for the six months ended June 30, 2022. Net
loss of $7.4 million for the six months ended June 30, 2023 was increased by $2.1 million of non-cash expense items that included depreciation
and amortization of $0.7 million, common stock issued for services for director compensation of $0.2 million, employee stock-based compensation
expense of $0.9 million, change in the fair value of contingent consideration liabilities of $0.3 million and $0.1 million of other for
stock compensation for non-employees. Further, cash used in operations included a $6.0 million increase in accounts receivable due to
the increase in revenues in the quarter and $0.4 million decrease in deferred revenue. Cash generated from operations included a $4.3
million increase in accounts payable primarily for inventory, $1.9 million increase in accrued expenses, and $0.3 million decrease in
prepaid expenses and other current assets.
For the six months ended June
30, 2022, our cash used in operating activities was $7.4 million. Net loss of $5.1 million for the six months ended June 30, 2022 was
increased by $0.7 million of non-cash expense items that included depreciation and amortization of $0.5 million, common stock issued for
services for director compensation of $0.2 million and non-cash compensation expense related to the grant of stock options of $0.2 million.
Further, cash used in operations included an increase in prepaid expenses and other current assets by $3.0 million, primarily related
to the purchase of cells and $3.5 million increase in inventory based on the sales forecast. Cash used in operations included a $0.9 million
decrease in accounts receivable due to the collection of accounts from 2021, $2.1 million increase in accounts payable, $0.1 million increase
in accrued expenses and $0.3 million increase in deferred revenue.
22
Cash used in investing activities
in the six months ended June 30, 2023 included $0.5 million for the purchase of equipment; primarily transportation equipment, a sleeving
machine and an automated welder used in our battery manufacturing and $0.1 million for patent costs. The six months ended June 30, 2022
included $0.8 million cash payment for working capital payment related to the acquisition of All Cell and $0.3 million to purchase equipment
and patent costs.
For the six months ended June
30, 2023, cash generated by our financing activities included $25.4 million in proceeds from the public offering issuance of common stock,
net of offering expenses, $2.1 million for shares sold through the Company’s equity facility and $0.1 million from the exercise
of warrants, compared to $0.3 million for the exercise of warrants for the same period in the prior year.
Current assets were $49.3
million on June 30, 2023, an increase from $19.9 million at December 31, 2022, primarily due to increases of $22.0 million in cash, $6.0
million in accounts receivable and $1.2 million in prepaid expenses and other current assets. Current liabilities decreased to $12.1 million
at June 30, 2023 from $13.2 million at December 31, 2022, primarily due to a $6.8 million decrease in a non-cash contingent consideration
reserve attributable to our March 2022 acquisition of All Cell, and a $0.4 million decrease in deferred revenue, offset by a $4.3 million
increase in accounts payable and $1.8 million increase in accrued expenses. As a result, our working capital increased to $37.1 million
at June 30, 2023 compared to $6.8 million at December 31, 2022.
The Company has been focused
on marketing and sales efforts to increase our revenues. Revenues increased by 45% from 2020 to 2021, 144% from 2021 to 2022, and the
first half of 2023 was 312% higher than the first half of 2022 demonstrating that this investment has been successful. Improvements to
gross profitability have been made despite the current inflationary period. As revenues increase, we expect to continue to see our fixed
overhead costs spread over more units, which will reduce the cost per unit. Our engineering and operations teams have made several design
changes and process improvements in our product development and manufacturing operations in 2022 and early 2023 which has helped to increase
labor efficiency and reduce material costs. At the same time, the Company is still recovering from supply chain issues related to the
COVID-19 virus which caused an increase in certain of our material costs, most notably in steel purchases. However, we are seeing these
costs start to decline in 2023, which will help us to continue to increase gross profit on products in the future.
On March 22, 2023, the Company
entered into a supply chain line of credit agreement with OCI Group (“OCI”). Subject to the terms of the agreement, OCI will
make available to the Company funding based on amounts owed to the Company by Customers. The Company will make a transaction request to
drawdown a portion of the line of credit along with documents to support the specific customer receivable being requested and a repayment
date. OCI has sole discretion to accept or refuse a transaction request. Once accepted, the funds are provided to Beam, net of fees. The
maximum amount of the line of credit is $100 million. The initial term of the agreement is five years, and it can be renewed for additional
one year terms until such time as notice is given per the terms of the agreement.
The Company may be required
to raise capital until it achieves positive cash flow from its business, which is predicated on increasing sales volumes and the continuation
of production cost reduction measures. In September 2022, the Company entered into a Common Stock Purchase Agreement with B. Riley under
which the Company has the right to sell up to $2 million shares of its common stock over a period of 24 months (see note 10 for further
information.) In addition, we could pursue other equity or debt financing. Furthermore, the Company has warrants to purchase 620,105 shares
of our Common Stock outstanding at June 30, 2023, which could potentially generate an additional $6.0 million of proceeds over the next
4.8 years, depending the warrant holders’ ability and decision to exercise them. The proceeds from these offerings are expected
to provide working capital to fund business operations and the development of new products. Management cannot currently predict when or
if it will achieve positive cash flow. There is no guarantee that profitable operations will be achieved, the warrants will be exercised
or that additional capital or debt financing will be available on a timely basis, on favorable terms, or at all, and such funding, if
raised, may not be sufficient to meet our obligations or enable us to continue to implement our long-term business strategy. In addition,
obtaining additional funding or entering into other strategic transactions could result in significant dilution to our stockholders.
23
Off-Balance Sheet Arrangements
We do not have any off-balance
sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources, that are material to investors.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not Applicable.
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