4 unchanged sentences
Prepaid expense
−Removed: Total current
+Added: Total current assets
Other assets:
−Removed: equipment, net
+Added: Property and equipment, net
Total other assets
3 unchanged sentences
Accrued compensation
−Removed: Convertible notes
−Removed: Total current
+Added: Convertible notes payable, net
+Added: Total current liabilities
Stockholders’
3 unchanged sentences
Series B Convertible Preferred stock:
−Removed: 0 shares issued and outstanding at June 30, 2020 and December 31, 2019;
+Added: 0 shares issued and outstanding at September 30, 2020 and December 31, 2019;
Liquidation preference $0.001 per share
Series C-1 Convertible Preferred stock:
−Removed: 29,414 shares issued and outstanding at June 30, 2020 and December 31, 2019;
+Added: 29,414 shares issued and outstanding at September 30, 2020 and December 31, 2019;
Liquidation preference $0.001 per share
−Removed: Common stock, 975,000,000 shares authorized
−Removed: at $0.001 par value, 28,191,377 and 19,831,521 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively
+Added: Common stock, 975,000,000 shares authorized at $0.001 par value, 33,045,393 and 19,831,521 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively
Additional paid in capital
4 unchanged sentences
equity (deficit)
−Removed: Liabilities and stockholders’
+Added: Total Liabilities and stockholders’
equity (deficit)
2 unchanged sentences
the three months ended
−Removed: the six months ended
+Added: the nine months ended
and administrative
3 unchanged sentences
other expenses
+Added: $ (1,005,324 )
+Added: $ (1,795,897 )
dividend related to reduction of warrant strike price
loss attributable to common stockholders
+Added: $ (1,005,324 )
+Added: $ (1,795,897 )
+Added: $ (1,007,486 )
loss per share attributable to common stockholders, basic and diluted
3 unchanged sentences
(Deficit) Equity
−Removed: the Three Months Ended June 30, 2020
+Added: the Three Months Ended September 30, 2020
Series C-1 Convertible
+Added: Preferred Stock
Stockholders’
−Removed: Balance March 31, 2020
+Added: (Deficit) Equity
+Added: Balance June 30, 2020
$ 117,808,716
1 unchanged sentence
Common stock issued including equity commitment fee, net
−Removed: Conversion of convertible notes
−Removed: Beneficial conversion features associated with convertible notes
−Removed: Balance June 30, 2020
+Added: Balance September 30, 2020
$ 118,633,142
$ (118,779,690 )
−Removed: the Three Months Ended June 30, 2019
+Added: the Three Months Ended September 30, 2019
Series C-1 Convertible
+Added: Preferred Stock
Stockholders’
−Removed: Balance March 31, 2019
+Added: Balance June 30, 2019
$ 115,984,824
1 unchanged sentence
Common stock issued including equity commitment fee, net
−Removed: Fractional shares adjusted for reverse split
−Removed: Balance June 30, 2019
+Added: Conversion of convertible notes
+Added: Beneficial conversion features associated with convertible notes payable
+Added: Balance September 30, 2019
$ 116,647,537
$ (116,254,970 )
−Removed: accompanying notes are an integral part of these unaudited condensed financial statements.
−Removed: of Changes in Stockholders’
−Removed: (Deficit) Equity
−Removed: the Six Months Ended June 30, 2020
+Added: the Nine Months Ended September 30, 2020
Series C-1 Convertible
+Added: Preferred Stock
Stockholders’
+Added: (Deficit) Equity
Balance December 31, 2019
3 unchanged sentences
Conversion of convertible notes
−Removed: Beneficial conversion features associated with convertible notes
−Removed: Balance June 30, 2020
+Added: Beneficial conversion features associated with convertible notes payable
+Added: Balance September 30, 2020
$ 118,633,142
$ (118,779,690 )
−Removed: the Six Months Ended June 30, 2019
+Added: the Nine Months Ended September 30, 2019
Series C-1 Convertible
+Added: Preferred Stock
Stockholders’
+Added: (Deficit) Equity
Balance December 31, 2018
2 unchanged sentences
Common stock issued including equity commitment fee, net
+Added: Conversion of convertible notes
+Added: Beneficial conversion features associated with convertible notes payable
Fractional shares adjusted for reverse split
Warrant exercise
−Removed: Balance June 30, 2019
+Added: Balance September 30, 2019
$ 116,647,537
2 unchanged sentences
Statements of Cash Flows
−Removed: For the six months ended
+Added: For the nine months ended
+Added: September 30,
Net Cash flows used from operating activities:
+Added: $ (1,795,897 )
Adjustments to reconcile net loss to net cash used in operating activities:
2 unchanged sentences
Purchase of digital currencies
+Added: Realized (loss) gain on digital currencies transactions
Impairment loss on digital currencies
14 unchanged sentences
Conversion of convertible note to common stock
+Added: Exchange of promissory note and accrued interest into convertible note
Fractional shares adjusted for reverse split
6 unchanged sentences
In February 2014,
−Removed: the Company entered the business of hosting an online ecommerce marketplace where consumers can purchase merchandise using Digital
−Removed: Assets, including bitcoin and is currently focused on blockchain and digital currency ecosystems.
−Removed: In January 2015, the Company
−Removed: began a rebranding campaign using its BTCS.COM domain (shorthand for Blockchain Technology Consumer Solutions) to better reflect
−Removed: its broadened strategy.
+Added: the Company entered the business of hosting an online ecommerce marketplace where consumers could purchase merchandise
+Added: using Digital Assets, including bitcoin and is currently focused on blockchain and digital currency ecosystems.
+Added: In January 2015,
+Added: the Company began a rebranding campaign using its BTCS.COM domain (shorthand for Blockchain Technology Consumer Solutions) to
+Added: better reflect its broadened strategy.
The Company released its new website which included broader information on its strategy.
−Removed: we shifted our focus towards our transaction verification service business, also known as bitcoin mining, though in mid-2016 we
−Removed: ceased our transaction verification services operation at our North Carolina facility due to capital constraints.
−Removed: to additional financing, the Company plans to acquire additional Digital Assets to provide investors with indirect ownership of
−Removed: Digital Assets that are not securities, such as bitcoin and ether.
−Removed: The Company intends to acquire Digital Assets through open
−Removed: market purchases.
−Removed: We are not limiting our assets to a single type of Digital Asset and may purchase a variety of Digital Assets
−Removed: that appear to benefit our investors, subject to the certain limitations regarding Digital Securities.
−Removed: The Company is also seeking
−Removed: to acquire controlling interests in businesses in the blockchain industry.
+Added: In late 2014 we shifted our focus towards our transaction verification service business, also known as bitcoin mining, though
+Added: in mid-2016 we ceased our transaction verification services operation at our North Carolina facility due to capital constraints.
+Added: Company acquires Digital Assets to provide investors
+Added: with indirect ownership of Digital Assets that are not securities, such as bitcoin and ether.
+Added: The Company acquires Digital
+Added: Assets through open market purchases.
+Added: We are not limiting our assets to a single type of Digital Asset and may purchase a variety
+Added: of Digital Assets that appear to benefit our investors, subject to the certain limitations regarding Digital Securities.
+Added: is also seeking to acquire controlling interests in businesses in the blockchain industry.
Company has not participated in any initial coin offerings as it believes most of the offerings entail the offering of Digital
38 unchanged sentences
working capital needs are influenced by our level of operations, and generally decrease with higher levels of revenue.
−Removed: used approximately $1,115,000 of cash in its operating activities for the six months ended June 30, 2020.
+Added: used $1,663,889 of cash in its operating activities for the nine months ended September 30, 2020.
The Company incurred $1,795,897
−Removed: approximately $790,000 net loss for the six months ended June 30, 2020.
−Removed: The Company had cash of approximately $84,000 and working
−Removed: capital of approximately $62,000 at June 30, 2020.
−Removed: The Company expects to incur losses into the foreseeable future as it undertakes
−Removed: its efforts to execute its business plans.
+Added: net loss for the nine months ended September 30, 2020.
+Added: The Company had cash of $364,703 and negative working capital of $113,924
+Added: at September 30, 2020.
+Added: The Company expects to incur losses into the foreseeable future as it undertakes its efforts to execute
+Added: its business plans.
Company will require significant additional capital to sustain its short-term operations and make the investments it needs to
42 unchanged sentences
costs and expenses in our statements of operations.
+Added: to Unaudited Condensed Financial Statements
accompanying unaudited condensed financial statements have been prepared in conformity with accounting principles generally accepted
11 unchanged sentences
the Company’s estimates and could cause actual results to differ from those estimates and assumptions.
−Removed: Notes to Unaudited Condensed Financial Statements
Loss per Share
7 unchanged sentences
of preferred stock, notes and warrants from the calculation of net loss per share if their effect would be anti-dilutive.
−Removed: following financial instruments were not included in the diluted loss per share calculation as of June 30, 2020 and 2019 because
−Removed: their effect was anti-dilutive:
+Added: following financial instruments were not included in the diluted loss per share calculation as of September 30, 2020 and 2019
+Added: because their effect was anti-dilutive:
+Added: As of September 30,
Warrants to purchase common stock
14 unchanged sentences
on the Company’s present or future financial statements.
−Removed: 5 - Note Payable
+Added: 5 - Note Payable and Accounts Payable
Promissory Note
15 unchanged sentences
of principal on the 2019 Promissory Note.
−Removed: May 7, 2020, the Company issued a total of 632,736 shares of the Company’s common stock for the conversion of the
−Removed: remaining $150,000 of principal and $2,000 of interest on the 2019 Promissory Note.
−Removed: Notes to Unaudited Condensed Financial Statements
−Removed: May 11, 2020, the Company issued a total of 35,824 shares of the Company’s common stock for the conversion of the
−Removed: remaining accrued interest of $9,458 on the 2019 Promissory Note.
−Removed: the six months ended June 30, 2020, the Company recorded approximately $40,000 in interest expense related to amortization on
−Removed: debt discount related to the 2019 Promissory Note.
−Removed: the six months ended June 30, 2020, the Company recorded interest expense of approximately $7,900.
−Removed: As of June 30, 2020, the principal
−Removed: balance of the 2019 Promissory Note was $0.
+Added: May 7, 2020, the Company issued a total of 632,736 shares of the Company’s common stock for the conversion of the remaining
+Added: $150,000 of principal and $2,000 of interest on the 2019 Promissory Note.
+Added: to Unaudited Condensed Financial Statements
+Added: May 11, 2020, the Company issued a total of 35,824 shares of the Company’s common stock for the conversion of the remaining
+Added: accrued interest of $9,458 on the 2019 Promissory Note.
+Added: the nine months ended September 30, 2020, the Company recorded approximately $40,000 in interest expense related to amortization
+Added: on debt discount related to the 2019 Promissory Note.
+Added: the nine months ended September 30, 2020, the Company recorded interest expense of approximately $7,900.
+Added: As of September 30, 2020,
+Added: the principal balance of the 2019 Promissory Note was $0.
Promissory Note
8 unchanged sentences
pursuant to ASC 815-15.
−Removed: At the issuance date, the Convertible Note was convertible into 7,770,008 shares of common stock
−Removed: at $0.064 per share, but the Company’s fair value of underlying common stock was $0.099 per share.
−Removed: the Company recognized a beneficial conversion feature, resulting in a discount to the Notes of approximately $269,000
−Removed: with a corresponding credit to additional paid-in capital.
−Removed: the six months ended June 30, 2020, the Company recorded approximately $65,000 in interest expense related to amortization on
−Removed: debt discount related to the 2020 Promissory Note.
−Removed: As of June 30, 2020, the remaining unamortized debt discount related to
−Removed: the 2020 Promissory Note was approximately $204,000.
−Removed: the six months ended June 30, 2020, the Company recorded interest expense of approximately $12,000.
−Removed: As of June 30, 2020, the principal
−Removed: balance of the 2020 Promissory Note was $500,000.
+Added: At the issuance date, the Convertible Note was convertible into 7,770,008 shares of common stock at $0.064
+Added: per share, but the Company’s fair value of underlying common stock was $0.099 per share.
+Added: As such, the Company recognized
+Added: a beneficial conversion feature, resulting in a discount to the Notes of approximately $269,000 with a corresponding credit to
+Added: additional paid-in capital.
+Added: the nine months ended September 30, 2020, the Company recorded approximately $146,000 in interest expense related to amortization
+Added: on debt discount related to the 2020 Promissory Note.
+Added: As of September 30, 2020, the remaining unamortized debt discount related
+Added: to the 2020 Promissory Note was approximately $123,000.
+Added: the nine months ended September 30, 2020, the Company recorded interest expense of approximately $27,000.
+Added: As of September 30,
+Added: 2020, the principal balance of the 2020 Promissory Note was $500,000.
+Added: Accounts Payable
+Added: the nine months ended September 30, 2020, the Company recorded compensation payable of $1,006,401 which relates to contingent
+Added: bonuses earned for the achievement of performance milestones.
6 - Stockholders’
2 unchanged sentences
Registration Statement was declared effective by the SEC on December 20, 2019.
−Removed: During the six months
−Removed: ended June 30, 2020, the Company issued 6,186,633 shares of common stock (including 24,219 pro-rata
−Removed: commitment shares) under the second Registration Statement pursuant to the Purchase Agreement with Cavalry resulting in aggregate
−Removed: proceeds of approximately $415,000.
−Removed: On June 22, 2020, the Company
−Removed: filed a third Registration Statement on Form S-1 seeking to register 9,045,000 shares.
−Removed: The third Registration Statement was declared
−Removed: effective by the SEC on June 26, 2020.
−Removed: During the six months
−Removed: ended June 30, 2020, Company issued 769,369 shares of common stock (including 8,369 pro-rata commitment shares)
−Removed: under the third Registration Statement pursuant to the Purchase Agreement with Cavalry resulting in aggregate proceeds
+Added: the nine months ended September 30, 2020, the Company issued 6,186,633 shares of common stock (including 24,219 pro-rata commitment
+Added: shares) under the second Registration Statement pursuant to the Purchase Agreement with Cavalry resulting in aggregate proceeds
of approximately $415,000.
+Added: June 22, 2020, the Company filed a third Registration Statement on Form S-1 seeking to register 9,045,000 shares.
+Added: The third Registration
+Added: Statement was declared effective by the SEC on June 26, 2020.
+Added: the nine months ended September 30, 2020, Company issued 5,623,385 shares of common stock (including 56,885 pro-rata commitment
+Added: shares) under the third Registration Statement pursuant to the Purchase Agreement with Cavalry resulting in aggregate proceeds
+Added: of approximately $975,000.
of Shares Due to Conversion of 2019 Promissory Note
1 unchanged sentence
of principal on the 2019 Promissory Note.
−Removed: May 7, 2020, the Company issued a total of 632,736 shares of the Company’s common stock for the conversion of the
−Removed: remaining $150,000 of principal and $2,000 of interest on the 2019 Promissory Note.
−Removed: May 11, 2020, the Company issued a total of 35,824 shares of the Company’s common stock for the conversion of the
−Removed: remaining accrued interest of $9,458 on the 2019 Promissory Note.
+Added: May 7, 2020, the Company issued a total of 632,736 shares of the Company’s common stock for the conversion of the remaining
+Added: $150,000 of principal and $2,000 of interest on the 2019 Promissory Note.
+Added: May 11, 2020, the Company issued a total of 35,824 shares of the Company’s common stock for the conversion of the remaining
+Added: accrued interest of $9,458 on the 2019 Promissory Note.
7 - Subsequent Events
−Removed: July 15, 2020 to July 21, 2020, the Company issued 1,945,158 shares of common stock (including 17,658 pro-rata commitment
+Added: October 6, 2020 to October 28, 2020, the Company issued 3,421,615 shares of common stock (including 27,418 pro-rata commitment
shares) under the third Registration Statement pursuant to the Purchase Agreement with Cavalry resulting in aggregate proceeds
of approximately $469,922.
+Added: November 2, 2020, the Company issued a total of 371,503 shares of the Company’s common stock for the conversion
+Added: of $42,500 of principal on the 2020 Promissory Note.
2 Management’s Discussion and Analysis of Financial Condition and Results of Operations.
16 unchanged sentences
Asset Initiatives
−Removed: to additional financing, the Company plans to acquire additional Digital Assets to provide investors with indirect ownership of
−Removed: Digital Assets that are not securities, such as bitcoin and ether.
−Removed: The Company intends to acquire Digital Assets through open
−Removed: market purchases.
−Removed: We are not limiting our assets to a single type of Digital Asset and may purchase a variety of Digital Assets
−Removed: that appear to benefit our investors, subject to the limitations contained within this report regarding Digital Securities.
−Removed: The following table reflects
−Removed: the fair market value of our Digital Assets as of June 30, 2020:
+Added: Company acquires additional Digital Assets to provide
+Added: investors with indirect ownership of Digital Assets that are not securities, such as bitcoin and ether.
+Added: The Company acquires
+Added: Digital Assets through open market purchases.
+Added: We are not limiting our assets to a single type of Digital Asset and may purchase
+Added: a variety of Digital Assets that appear to benefit our investors, subject to the limitations contained within this report regarding
+Added: Digital Securities.
+Added: following table reflects the fair market value of our Digital Assets as of September 30, 2020:
Digital Asset
1 unchanged sentence
Ethereum (ETH)
−Removed: following table reflects the fair market value of our Digital Assets as of August 4, 2020.
+Added: following table reflects the fair market value of our Digital Assets as of November 3, 2020.
Digital Asset
16 unchanged sentences
are also focused on Digital Assets and blockchain technologies.
−Removed: We are currently internally developing a digital asset data analytics
−Removed: platform aimed at aggregating users’
−Removed: information, such as tracking of multiple exchanges and wallets to aggregate portfolio
−Removed: holdings into a single platform to view and analyze performance, risk metrics, and potential tax implications.
−Removed: The platform utilizes
−Removed: digital asset exchange APIs to read user data and does not allow for the trading of assets.
+Added: We are currently internally developing a digital asset data
+Added: analytics platform aimed at aggregating users’
+Added: information, such as tracking of multiple exchanges and wallets to
+Added: aggregate portfolio holdings into a single platform to view and analyze performance, risk metrics, and potential tax
+Added: implications.
+Added: The platform utilizes digital asset exchange APIs to read user data and does not allow for the trading of
+Added: As a result of the pandemic, we have experienced delays in the development of the platform.
Company is also seeking to acquire controlling interests in businesses in the blockchain industry as further described in this
26 unchanged sentences
loans, assuming those loans would be available, will increase our liabilities and future cash commitments.
−Removed: continue to incur ongoing administrative and other expenses, including public company expenses, in excess of capital raises.
−Removed: we continue to implement our business strategy, we intend to finance our activities through:
+Added: We continue to incur
+Added: ongoing administrative and other expenses, including public company expenses, primarily accounting and legal fees, in excess of
+Added: corresponding (non-financing related) revenue.
+Added: While we continue to implement its business strategy, it intends to finance its
+Added: activities through:
current cash and cash equivalents on hand from the Company’s past debt and equity offerings by controlling costs, and
−Removed: additional financing through sales of additional securities whether through Cavalry or other investors.
−Removed: of Operations for the Three Months Ended June 30, 2020 and 2019
−Removed: following table reflects our operating results for the three months ended June 30, 2020 and 2019:
+Added: additional financing through sales of additional securities.
+Added: of Operations for the Three Months Ended September 30, 2020 and 2019
+Added: following table reflects our operating results for the three months ended September 30, 2020 and 2019:
For the three months ended
+Added: September 30,
Operating expenses:
6 unchanged sentences
Total other expenses
−Removed: Operating expenses for
−Removed: the three months ended June 30, 2020 and 2019 were $257,301 and $299,732, respectively.
−Removed: expense for the three months ended June 30, 2020 and 2019 was $163,001 and $6,000, respectively.
−Removed: of Operations for the Six Months Ended June 30, 2020 and 2019
−Removed: following table reflects our operating results for the six months ended June 30, 2020 and 2019:
−Removed: For the six months ended
+Added: $ (1,005,324 )
+Added: expenses for the three months ended September 30, 2020 and 2019 were $879,954 and $260,773, respectively.
+Added: The increase is primarily
+Added: from contingent bonuses being earned for the achievement of performance milestones.
+Added: expense for the three months ended September 30, 2020 and 2019 was $125,370 and $86,774, respectively.
+Added: The increase is primarily
+Added: from interest expense on our convertible notes.
+Added: of Operations for the Nine Months Ended September 30, 2020 and 2019
+Added: following table reflects our operating results for the nine months ended September 30, 2020 and 2019:
+Added: For the nine months ended
+Added: September 30,
Operating expenses:
6 unchanged sentences
Total other expenses
+Added: $ (1,795,897 )
Deemed dividend related to reduction of warrant strike price
Net loss attributable to common stockholders
−Removed: expenses for the six months ended June 30, 2020 and 2019 were $530,519 and $552,231, respectively.
−Removed: expense for the six months ended June 30, 2020 and 2019 was $260,054 and $12,000, respectively.
+Added: $ (1,795,897 )
+Added: $ (1,007,486 )
+Added: expenses for the nine months ended September 30, 2020 and 2019 were $1,410,473 and $813,004, respectively.
+Added: The increase is primarily
+Added: from contingent bonuses being earned for the achievement of performance milestones.
+Added: expense for the nine months ended September 30, 2020 and 2019 was $385,424 and $98,774, respectively.
+Added: The increase is primarily
+Added: from interest expense on our convertible notes and impairment of our digital asset holdings.
loss attributable to common stockholders
−Removed: incurred $0 and $95,708 of deemed dividend related to reduction of warrant strike price during the six months ended June 30, 2020
+Added: incurred $0 and $95,708 of deemed dividend related to reduction of warrant strike price during the nine months ended September
30, 2020 and 2019, respectively.
1 unchanged sentence
Cash from Operating Activities
−Removed: cash used in operating activities was approximately $1,115,000 for the six months ended June 30, 2020.
−Removed: Net cash used in operating
−Removed: activities for the six months ended June 30, 2020 was primarily driven by a $790,573 net loss and $608,000 purchase of digital
−Removed: currencies, and partially offset by impairment loss on digital currencies of $132,952.
−Removed: cash used in operating activities was approximately $405,000 for the six months ended June 30, 2019.
−Removed: Net cash used in operating
−Removed: activities for the six months ended June 30, 2019 was primarily driven by a $564,231 net loss and partially offset by changes
−Removed: in operating assets and liabilities of approximately $158,000.
+Added: cash used in operating activities was $1,663,889 for the nine months ended September 30, 2020.
+Added: Net cash used in operating activities
+Added: for the nine months ended September 30, 2020 was primarily driven by a $1,795,897 net loss and $808,355 purchase of digital currencies,
+Added: and partially offset by impairment loss on digital currencies of $162,254 and amortization of debt discount of $186,199.
+Added: cash used in operating activities was $1,130,323 for the nine months ended September 30, 2019.
+Added: Net cash used in operating activities
+Added: for the nine months ended September 30, 2019 was primarily driven by a $911,778 net loss, purchases of digital currencies of $249,923
+Added: and changes in operating assets and liabilities of $50,601, and was partially offset by impairment loss on digital assets of $40,698
+Added: and amortization on debt discount of $39,741.
Cash from Financing Activities
−Removed: cash provided by financing activities was approximately $1,056,000 for the six months ended June 30, 2020.
−Removed: During the six months
−Removed: ended June 30, 2020, Company issued 6,956,002 shares of common stock (including 32,588 pro-rata commitment shares) under
−Removed: the Purchase Agreement with Cavalry resulting in aggregate proceeds of approximately $556,000.
−Removed: In addition, the Company entered
−Removed: into a $500,000 short term convertible note payable in April 2020.
+Added: cash provided by financing activities was $1,885,494 for the nine months ended September 30, 2020.
+Added: During the nine months ended
+Added: September 30, 2020, the Company issued 11,810,018 shares of common stock (including 81,104 pro-rata commitment shares)
+Added: under the Purchase Agreement with Cavalry resulting in aggregate proceeds of approximately $1.4 million.
+Added: In addition, the Company
+Added: entered into a $500,000 short term convertible note payable in April 2020.
The convertible note bears interest at 12%.
−Removed: cash provided by financing activities was approximately $913,000 for the six months ended June 30, 2019, including approximately
−Removed: $228,000 from exercise of warrants and approximately $685,000 from selling a total of 2,464,795 shares of common stock
−Removed: under the Purchase Agreement.
−Removed: of August 4, 2020, the Company had approximately $199,906 of cash.
−Removed: June 30, 2020, we had current assets of approximately $862,000 and current liabilities of approximately $800,000, rendering working
−Removed: capital of approximately $62,000.
+Added: cash provided by financing activities was approximately $1.4 million for the nine months ended September 30, 2019, including $0.2
+Added: million from exercise of warrants and $1.1 million from selling a total of 4,041,407 shares of common stock under the Purchase
+Added: Agreement which excludes 333,334 commitment shares issued upon entering the Purchase Agreement.
+Added: of November 3, 2020, the Company had $770,742 of cash.
+Added: September 30, 2020, we had current assets of $1,299,181 and current liabilities of $1,413,105, rendering negative working capital
working capital needs are influenced by our level of operations, and generally decrease with higher levels of revenue.
−Removed: used approximately $1,115,000 of cash in its operating activities for the six months ended June 30, 2020.
−Removed: The Company incurred
−Removed: approximately a $790,000 net loss for the six months ended June 30, 2020.
−Removed: The Company had cash of approximately $84,000 and working
−Removed: capital of approximately $62,000 at June 30, 2020.
−Removed: The Company expects to incur losses into the foreseeable future as it undertakes
−Removed: its efforts to execute its business plans.
−Removed: On April 17, 2020,
−Removed: we issued an institutional investor a $500,000 promissory note (the “Promissory Note”) in consideration for $500,000.
−Removed: The Promissory Note is (i) due on February 17, 2021, (ii) convertible at a 35% discount to the closing price of the Company’s
−Removed: common stock on the date before exercise with a floor price of $0.01 per share and (iii) shall bear interest at 12% per annum
−Removed: (payable at maturity).
+Added: used $1,663,889 of cash in its operating activities for the nine months ended September 30, 2020.
+Added: The Company incurred a $1,795,897
+Added: net loss for the nine months ended September 30, 2020.
+Added: The Company had cash of $364,703 and negative working capital of $113,924
+Added: at September 30, 2020.
+Added: The Company expects to incur losses into the foreseeable future as it undertakes its efforts to execute
+Added: its business plans.
+Added: April 17, 2020, we issued an institutional investor a $500,000 promissory note (the “Promissory Note”) in consideration
+Added: for $500,000.
+Added: The Promissory Note is (i) due on February 17, 2021, (ii) convertible at a 35% discount to the closing price of
+Added: the Company’s common stock on the date before exercise with a floor price of $0.01 per share and (iii) shall bear interest
+Added: at 12% per annum (payable at maturity).
Subject to certain limitations, the Company may force conversion of the Promissory Note.
−Removed: As of August 4,
−Removed: 2020, the Company had sold 13,209,934 shares of common stock (and issued 118,778 commitment shares) under the $10 million Purchase
−Removed: Agreement and received $2,035,730 in connection with the sales.
−Removed: We cannot provide any assurance that we will be able to continue
−Removed: selling under the $10 million Purchase Agreement or that we will be able to do so at prices that we believe are beneficial to
−Removed: the Company and its shareholders.
+Added: of October 28, 2020, the Company had sold 19,540,407 shares of common stock (and issued 177,054 commitment shares) under the $10
+Added: million Purchase Agreement and received $3,034,541 in connection with the sales.
+Added: We cannot provide any assurance that we will
+Added: be able to continue selling under the $10 million Purchase Agreement or that we will be able to do so at prices that we believe
+Added: are beneficial to the Company and its shareholders.
will require significant additional capital to sustain short-term operations and make the investments needed to execute our longer-term
17 unchanged sentences
current cash and cash equivalents on hand from the Company’s past debt and equity offerings by controlling costs, and
−Removed: additional financing through sales of additional securities whether through Cavalry or other investors.
+Added: additional financing through sales of additional securities.
Balance Sheet Transactions
15 unchanged sentences
and similar references to future periods.
−Removed: Forward-looking statements
−Removed: are based on our current expectations and assumptions regarding our business, the economy and other future conditions.
−Removed: forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances
+Added: Forward-looking
+Added: statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions.
+Added: Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances
that are difficult to predict.
6 unchanged sentences
Any forward-looking statement made by us speaks only as of the date on which it is made.
−Removed: Factors or events that
−Removed: could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them.
−Removed: undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments
−Removed: or otherwise, except as may be required by law.
+Added: Factors or events that could cause
+Added: our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them.
+Added: no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or
+Added: otherwise, except as may be required by law.
3 Quantitative and Qualitative Disclosures About Market Risk
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.