What changed in this filing

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Item 7. Management’s Discussion and Analysis

2024-04-10 compared with 2023-03-16 · 149 added, 232 removed, 144 unchanged (73% of the section changed)

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results, this discussion should be read in conjunction with our consolidated financial statements and the notes thereto within the Consolidated

Financial Statements section of this report, and trends discussed in “Risk Factors” within the Business& Market Information

section of this report.

Financial Statements section of this report, and trends discussed in “Risk Factors” within the Business section of this report.

Proposed Merger Agreement

Terms used and not defined in the following discussion

have the respective meanings set forth in Note 1 to our consolidated financial statements included in Part IV to this report.

On May 29, 2023, we entered into the Merger Agreement

with Atlantic, Atlantic Merger Sub, SeqLL Merger Sub, Lyneer, and the Sellers subject to the approval of our stockholders at a special

meeting, which approval has been obtained.

Pursuant to the Merger Agreement and subject to the terms and conditions set forth therein,

Atlantic Merger Sub will initially be merged into Lyneer, and SeqLL Merger Sub will then be merged into Lyneer, with Lyneer continuing

as the surviving entity and as our wholly-owned subsidiary.

In connection with the consummation of the Merger, we will be renamed “Atlantic

International Corp.”

Lyneer, through its subsidiaries, specializes

in the placement of temporary and temporary-to-permanent labor across various industries within the United States.

Lyneer primarily places

individuals in accounting and finance, administrative and clerical, information technology, legal, light industrial, and medical roles.

It is also a leading provider of productivity consulting and workforce management solutions.

Lyneer is headquartered in Lawrenceville,

New Jersey and has more than 100 locations in the U.S.

For further description of the terms of the Merger

Agreement, please refer to Note 1 to the consolidated financial statements.

Results of operations

We incurred net losses of $5,627,591 and $4,094,833 for the year ended

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ended December 31, 2023 and 2022, respectively, and had an accumulated deficit of $24,136,275 as of December 31, 2023.

Results of operations may be adversely affected by various factors

that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control.

Our business could

be impacted by, among other things, downturns in the financial markets or in economic conditions, inflation, increases in interest rates,

the ongoing effects of the COVID-19 pandemic, including resurgences and the emergence of new variants, and geopolitical instability, such

as the military conflict in the Ukraine.

We cannot at this time fully predict the likelihood of one or more of the above events, their

duration or magnitude or the extent to which they may negatively impact our business.

Results of operations may be adversely affected

by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control.

Our business could be impacted by, among other things, downturns in the financial markets or in economic conditions, inflation, increases

in interest rates, and geopolitical instability, such as the military conflict in Ukraine and the Israel-Hamas war.

We cannot at this

time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively

impact our business.

Our financial results have been, and will continue to be, impacted

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ended December 31, 2023 and 2022:

Consolidated Statements of Operations and Comprehensive

Grant revenue

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Other (income) and expenses

Interest and dividend income

Unrealized (gain)/loss on marketable equity securities

Investment income

Unrealized gain on marketable equity securities

Realized loss on marketable equity securities

Change in fair value of convertible notes

Loss on extinguishment of convertible notes

Interest expense

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Unrealized gain on marketable debt securities

Reclassification adjustment for net gains included in net loss

Total comprehensive loss

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Weighted average common shares - basic and diluted

Our revenues during the year ended December 31, 2022, were $78,659

as compared to revenues of $209,995 during the year ended December 31, 2021, representing a decrease of $131,336, or 63%.

During the year

ended December 31, 2022, revenue included grant revenue of $77,482 and $1,177 from product sales, and no sales from research services

as compared to the revenue during the year ended December 31, 2021 from product sales of $31,537, grants of $161,974 and $16,484 in sequencing

The decrease in revenue was due to the reduction in research services and revenue generating activities due to our relocation

to Billerica, Massachusetts.

This relocation, which was finalized in September of 2022, resulted in the Company temporarily not having

facilities that were sufficient to perform our research services and business activities.

We expect to resume normal operations in 2023.

during the year ended December 31, 2023, were $0 as compared to revenues of $78,659 during the year ended December 31, 2022, representing

a decrease of $78,659, or 100%.

During the year ended December 31, 2022, revenue included grant revenue of $77,482 and $1,177 from product

The decrease in revenue was due to the fact that we do not currently have any active grants under which we are providing services,

nor have we sold any of our products to customers.

We do not expect to recognize revenues until a market for our sequencing technology

further develops.

Gross profit for the year ended December 31, 2023 was $0, as compared

to gross profit of $77,969 for the year ended December 31, 2022, which represented a decrease of $77,969, or 100%, primarily due to the

fact that we had lower product and services sales in 2022 due to our relocation to Billerica, Massachusetts as well as there was a decrease

in grant revenue for the year ended December 31, 2022.

fact that we do not currently have any active grants under which we are providing services, nor have we sold any of our products to customers.

Research and Development Expenses

Research and development expenses increased by $1,038,190, or 196%,

from $530,076 for the year ended December 31, 2021 compared to $1,568,266 for the year ended December 31, 2022.

Research and development expenses increased by $685,088, or 44%, from

$1,568,266 for the year ended December 31, 2022 compared to $2,253,354 for the year ended December 31, 2023.

The increase in expenses

was a result of our progressive return to research and development activities to levels of pre-COVID-19 pandemic.

We expect these expenditures

to increase in 2023 and beyond as we increase our research and development efforts to pre-pandemic levels.

was a result of our progressive return to research and development activities in relation to applications for our tSMS technology to pre-COVID-19

levels prior to entering into the Merger agreement with Lyneer.

Going forward, we expect to reduce our research and development expenses

until after the closing of the Merger with Lyneer as we continue to preserve our cash resources to effect the Merger.

General and Administrative Expenses

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The increase was primarily

attributable to increased operating expenses as a public company, including the addition of accounting, legal, insurance and audit related

General and administrative expenditures will continue to increase to support ongoing financial reporting and compliance activities.

attributable to approximately $705,000 in additional legal and professional fees related to the Merger in order to facilitate SEC filings,

increased operating expenses of approximately $105,000 related to accounting, legal, insurance and audit related services, and approximately

$96,000 of additional incremental expenses incurred in connection with the Merger.

General and administrative expenditures will continue

to increase until the closing of the Merger with Lyneer.

Interest and Other Income/Loss

We recognized $44,879 of interest and dividend income in the year ended

December 31, 2022 as compared to $36,463 for the year ended December 31, 2021.

This primarily relates to the dividend income earned on

the Company’s investments in equity securities.

The Company expects to see increases in interest income over the next twelve months

based on the current interest rates and market conditions.

We recognized zero other income in the year ended December 31, 2022

as compared to $190,193 of other income in the year ended December 31, 2021 related to forgiveness of Paycheck Protection Program loans.

We recognized $51,816 in net realized and unrealized losses on the

marketable equity securities during the year ended December 31, 2022 as compared to $43,078 for the year ended December 31, 2021.

We recognized $195,962 related to the change in fair value of our convertible

notes in the year ended December 31, 2021.

No such convertible notes were in existence for the year ended December 31, 2022.

Additionally,

we recognized a loss on extinguishment of debt totaling $934,257 in the year ended December 31, 2021 related to certain convertible notes.

The loss on the extinguishment of debt represented the excess of the fair value of these convertible notes totaling $3,075,987 over their

carrying value of $2,141,730 at their amendment date in the first quarter of 2021.

We did not incur such losses during the year ended

December 31, 2022.

We recognized interest expense of $90,748 and $208,289 in the year

ended December 31, 2022 and 2021, respectively, representing a decrease of $117,541, or 56%.

The decrease in interest expense was due

to a decrease in our outstanding indebtedness as a result of the conversion of $2.1 million in notes to equity concurrently with the consummation

of our initial public offering on August 31, 2021.

We recognized $188,716 of investment income, of which $106,051 related

to marketable debt securities and $82,665 related to cash invested in money market accounts and cash that was held in investments that

have a maturity date of less than three months during the year ended December 31, 2023.

We recognized $0 of investment income related

to marketable securities and $44,879 of income earned from money market accounts during the year ended December 31, 2022.

Interest expense incurred on the promissory notes was $68,370 and $90,748

for the years ended December 31, 2023 and 2022, respectively.

During the year ended December 31, 2023, we also incurred $15,428 of

interest expense related to our finance lease.

Overall, the net loss increased by $1,532,758, or 37%, to $5,627,591

as compared to $4,094,833 for the year ended December 31, 2022.

This increase in net loss is primarily attributable to increased operating

expenses as a public company and our progressive return to research and development activities to levels of pre-COVID-19 pandemic.

increase in operating expenses was partially offset by the decrease in the interest expense for the year ended December 31, 2022 as compared

to the year ended December 31, 2021 and the loss on extinguishment of the convertible notes in the year ended December 31, 2021 in the

amount of $934,257.

Liquidity and Capital Resources

The accompanying consolidated financial statements have been prepared

on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

Even though we experienced negative cash flows from operations of $3,662,568 for the year ended December 31, 2022, we had cash and cash

equivalents of $2,180,525 and short-term investments in marketable securities of $4,036,014 at December 31, 2022.

Cash and cash equivalents decreased $1,834,603 at December 31, 2022

as compared to December 31, 2021 due to cash spending for operating activities for the year period ended December 31, 2022, partially

offset by the net sale of $1,867,985 in marketable securities.

This increase in net loss was primarily attributable to increased expenses

associated with the Merger.

Liquidity and Capital

The accompanying consolidated financial statements

have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal

course of business.

We experienced negative cash flows from operations of $5,004,558 for the year ended December 31, 2023, which included

our costs and expenses related to the transactions contemplated by the Merger Agreement.

As a result of our recent common stock offerings

in August 2021 and February of 2023 and the maturity of our marketable debt securities, we had cash and cash equivalents of we had cash

and cash equivalents of $2,693,991 at December 31, 2023.

The Company estimates cash resources will be sufficient

to fund its operations into the first quarter of 2025.

The Company will need additional capital to fund its planned operations for the

next 12 months, if the Merger is not completed.

These conditions raise substantial doubt about the Company’s ability to continue

as a going concern.

The consolidated financial statements for the years

ended December 31, 2023 and 2022 were prepared under the assumption that the Company will continue as a going concern, which contemplates

that the Company will be able to realize assets and discharge liabilities in the normal course of business.

Since inception, we have funded our operations primarily through equity

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deficit of $24,136,275.

On February 15, 2023, we sold

to institutional investors, in a registered direct offering, an aggregate of 2,000,000 shares of common stock for aggregate gross proceeds

of $1,800,000 before deducting placement agent fees and other offering expenses payable by the Company.

We believe our cash on hand, together with our cash generated

from commercial sales and research activity, will enable us to fund our operations for at least one year from the date of this

However, our forecast of the period of time through which our financial resources will be adequate to support our operations

is a forward-looking statement that involves risks and uncertainties, and actual results could vary materially.

We have based this

estimate on assumptions that may prove to be wrong, and we could use our capital resources sooner than we expect.

Our future capital requirements will depend on many factors, including:

ability to successfully further develop our technologies and create innovative products in our markets, including the costs associated

with the development of our tSMS platform across multiple market segments, for which we have budgeted approximately $1.5 million in 2023

in support of our collaborative efforts in detection tools for heart disease and cancer, and chromatin mapping in genome biology;

progress in research and development of our collaborative programs, including the costs of obtaining, maintaining and enforcing our patents

and other intellectual property rights, as well as the costs associated with any product or technology that we may in-license or acquire;

terms and timing of establishing and maintaining collaborations, licenses and other similar arrangements;

including the need to enter

into other collaborations to enhance or complement our product and service offerings.

We plan to continue seeking additional financing sources from time

to time to meet our working capital requirements, make continued investment in research and development and make capital expenditures

needed for us to maintain and expand our business.

We may not be able to obtain additional financing on terms favorable to us, if at all.

If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, or if we expend capital on

projects that are not successful, our ability to continue to support our business growth and to respond to business challenges could be

significantly limited.

In addition, if we raise additional funds through further issuances of equity or debt securities, our existing

stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior

to those of holders of our common stock.

On February 15, 2023, we issued 50,000 shares of common stock to investors

at a price of $36.00 per share (after the Reverse Stock Split).

The gross proceeds of the issuance were $1.8 million.

We incurred offering

expenses of approximately $0.3 million, which were paid with proceeds from the common stock issuance.

The Company expects that it will seek to raise additional capital

through equity offerings, grant financing, and convertible debt.

Additional funds may not be available when it needs them on terms that

are acceptable to them, or at all.

If adequate funds are not available, it may be required to delay its operational strategies, and to

delay or reduce the scope of its research or development programs.

The following table sets forth the primary sources and uses of cash

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The increase in operating spending was a result of our progressive

return to research and development activities to levels of pre-COVID-19 pandemic.

In addition, we experienced an increase in our general

and administrative spending since we became a public company in August 2021.

We anticipate our research and development efforts and on-going general

and administrative costs will generate negative cash flows from operating activities for the foreseeable future.

Net cash used provided by/used in investing activities

return to research and development activities to levels of pre-COVID-19 pandemic, prior to the announcement of the proposed Merger.

addition, we experienced an increase in our general and administrative spending associated with legal, accounting, and consulting fees

in connection with the proposed Merger with Lyneer.

Net cash provided by investing activities

Net cash provided by investing activities was approximately $4.1 million

for the year ended December 31, 2022 as compared to cash used in investing activities of approximately $6.0 million for the year ended

December 31, 2021.

The net inflow of funds is related to the disposition of the marketable securities during the year ended December 31,

2022 as compared to the investment of the proceeds from our initial public offering, which occurred in August 2021, into marketable securities

during the year ended December 31, 2021.

for the year ended December 31, 2023 as compared to approximately $1.8 million for the year ended December 31, 2022.

The cash from the

investing activities is primarily attributable to the sales and maturities of marketable securities during the years ended December 31,

2023 and 2022.

Net cash provided by financing activities

Net cash provided by financing activities was $0 and approximately

$12.0 million for the years ended December 31, 2022 and 2021, respectively.

This decrease was primarily attributable to the proceeds raised

in our initial public offering on August 31, 2021, with no equity or debt proceeds raised during the year ended December 31, 2022.

Net cash provided by financing activities was approximately $1.5 million,

and $0, for the year ended December 31, 2023 and 2022, respectively.

We issued 50,000 shares of common stock to investors at a price of

$36.00 per share during the year ended December 31, 2023 (after the effect of the Reverse Stock Split).

The gross proceeds of the issuance

was $1.8 million.

We incurred offering costs of approximately $0.3 million, which were paid with proceeds from the common stock issuance.

No such transaction occurred during the year ended December 31, 2022.

Recent Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board

(“FASB”) issued Accounting Standards Update (“ASU”) No.

2016-13, Financial Instruments-Credit Losses:

In June 2016,

the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2016-13, Financial

Instruments-Credit Losses:

Measurement of Credit Losses on Financial Instruments.

ASU 2016-13 requires measurement and recognition of expected credit losses

for financial assets.

In April 2019, the FASB issued clarification to ASU 2016-13 within ASU 2019-04, Codification Improvements to

Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, or ASU

ASU 2016-13 requires measurement and recognition of

expected credit losses for financial assets.

In April 2019, the FASB issued clarification to ASU 2016-13 within ASU 2019-04, Codification

Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments,

or ASU 2016-13.

The guidance is effective for fiscal years beginning after December 15, 2022.

The Company is currently assessing the

potential impact of adopting ASU 2016-13 on its financial statements and financial statement disclosures.

In February 2016, the FASB issued ASU No.

2016-02, Leases (“ASU

2016-02”) which establishes new accounting and disclosure requirements for leases.

2016-02 requires recognition in the statement

of operations of a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line

ASU 2016-02 requires classification of all cash payments within operating activities in the statement of cash flows.

are required to provide the amount, timing and uncertainty of cash flows arising from leases.

We will adopt the provisions of ASU 2016-02

in the quarter beginning January 1, 2022, using the modified retrospective approach and will record right of use assets and lease liabilities

on its consolidated balance sheet for the leases with terms in excess of one year.

A modified retrospective transition approach is required

for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented

in the financial statements, with certain practical expedients available.

At the date of adoption on January 1, 2022, this guidance had

no impact to our consolidated financial statements.

We adopted this standard on January 1,

2023, which had no material impact on the our consolidated financial statements.

We do not believe that any other recently issued but not yet effective

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Critical Accounting Policies and Estimates

We prepare our financial statements and accompanying

notes in conformity with accounting principles generally accepted in the United States of America, which require management to make estimates

and assumptions about future events that affect reported amounts.

Estimations are considered critical accounting estimates based on, among

other things, its impact on the portrayal of our financial condition, results of operations, or liquidity, as well as the degree of difficulty,

subjectivity, and complexity in its deployment.

Critical accounting estimates address accounting matters that are inherently uncertain

due to unknown future resolution of such matters.

Management routinely discusses the development, selection, and disclosure of each critical

accounting estimates.

Stock-based Compensation

Our share-based compensation program grant awards include stock options

and restricted stock awards to employees, directors and consultants.

The fair value of stock option grants is estimated as of the date

of the grant using the Black-Scholes option pricing model.

The fair value of restricted stock awards is based on the fair value of our

common stock on the date of the grant.

The fair value of the stock-based awards is then expensed over the requisite service period, generally

the vesting period, for each award.

Our stock-based compensation program awards include stock options and

restricted stock awards.

The fair value of stock option grants is estimated as of the date of the grant using the Black-Scholes option

pricing model.

The fair value of restricted stock units is based on the fair value of our common stock on the date of the grant.

value of the awards is then expensed over the requisite service period, generally the vesting period, for each award as compensation expense.

Our expected stock price volatility assumption is based on the volatility

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Treasury securities consistent with the life of the

No dividend yield was assumed as we do not pay dividends on our common stock.

We recognize forfeitures related to stock-based

awards as they occur.

We have periodically granted stock options and restricted stock awards

to consultants for services, pursuant to our stock plans at the fair market value on the respective dates of grant.

The expected dividend yield was set to zero as wedo not pay dividends on our common stock and there was no expectation of doing

so as of the respective grant dates.

We recognize forfeitures related to stock-based awards as they occur.

We have periodically granted stock options and restricted stock units

to non-employees for services pursuant to ourstock plans at the fair market value on the respective dates of grant.

Should we terminate

any of our consulting agreements, the unvested options underlying the agreements would be cancelled.

For awards granted to consultants

and non-employees, compensation expense is recognized over the vesting period of the awards, which is generally the period services are

rendered by such consultants and non-employees.

For awards granted to non-employees,

compensation expense is recognized over the service period.

We granted stock options to purchase an aggregate of 13,550 and 27,125

shares of common stock in the years ended December 31, 2023 and 2022, respectively.

Revenue Recognition

Our revenue is generated primarily from the sale of products and gene

sequencing services.

Product revenue primarily consists of sales of genetic sequencing equipment and sequencing reagent kits.

We recognize revenue in accordance with Accounting Standards Codification

(“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”).

Under ASC 606, we recognize revenue when

control of our products and services is transferred to our customers in an amount that reflects the consideration we expect to receive

from our customers in exchange for those products and services.

To determine the appropriate amount of revenue to be recognized for arrangements

determined to be within the scope of ASC 606, we follow the five-step process.

This process involves identifying the contract with a customer,

determining the performance obligations in the contract, determining the contract price, allocating the contract price to the distinct

performance obligations in the contract, and recognizing revenue when (or as) the performance obligations have been satisfied.

A performance

obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or

together with other resources that are readily available to the customer and is separately identified in the contract.

We only apply the

five-step process to contracts when it is probable that we will collect consideration we expect to be entitled to in exchange for the

goods or services we transfer to the customer.

We evaluate contingent payments to estimate the amount which is not

probable of a material reversal to include in the transaction price using the most likely amount method.

Future payments that are not

within our control and are not considered probable of being achieved until the contingencies are resolved.

Revenue from product sales, including customized sequencing instruments

and sequencing reagent kits and off-the-shelf consumables, is recognized generally upon delivery, which is when control of the product

is deemed to be transferred.

Revenue from gene sequencing services, using the tSMS platform, is

recognized generally as the services are provided to the customer.

The components of the sequencing process, including reagent kits and

off-the-shelf consumables, sample loader and sequencer, are not distinct within the context of the genetic sequencing service contract.

This is because in a gene sequencing service contract the reagent kits and other components, such as off-the-shelf consumables, used in

the sequencing process become required inputs to achieve the specified gene sequencing analysis, and the components in the sequencing

process are sequential in nature and highly interrelated as they work together to generate sample-specific data.

As our standard payment terms are less than one year, we have elected

the practical expedient under ASC 606-10-32-18 to not assess whether a contract has a significant financing component.

We have elected to exclude sales tax from revenue.

We generally have

no obligations for returns, refunds and other similar obligations and do not provide separate equipment warranties.

We recognized $0 and

$16,484 in revenue from gene sequencing services for the years ended December 31, 2022 and 2021, respectively.

We recognized $1,177 and

$31,537 in revenue from product sales for the years ended December 31, 2022 and 2021, respectively.

Grant Revenue

Our grant revenues are derived from research programs by various departments

of the National Institute of Health (“NIH”).

Grants awarded to us for research and development by government entities

are outside the scope of the contracts with customers and contributions guidance.

This is because these granting entities are not considered

to be customers and are not receiving reciprocal value for their grant support provided to us.

These grants provide us with payments for

certain types of expenditures in return for research and development activities over a contractually defined period.

We recognize NIH grant revenue as reimbursable grant costs that are

incurred up to pre-approved award limits within the budget period.

The costs associated with these reimbursements are reflected as a component

of research and development expense in the accompanying consolidated statements of operations and comprehensive loss.

In the years ended

December 31, 2022, and 2021, we recognized grant revenue of $77,482 and $161,974, respectively.

Investments in marketable securities

We account for our investments in debt securities in accordance with

Accounting Standards Codification (“ASC”) 320, Investments — Debt Securities (“ASC 320”).

Debt securities, which are comprised of investments in U.S.

Treasury Securities, are measured at fair value, based on quoted market prices.

As we have classified our investments in debt securities as available-for-sale, we recognize all unrealized gains and losses in other

comprehensive income, net of tax, and recognize all realized gains and losses in our consolidated statement of operations and comprehensive

We account for our investments in equity securities in accordance with

ASC 321, Investments — Equity Securities (“ASC 321”).

Equity securities, which are comprised of investments

in mutual funds shares, are measured at fair value, based on quoted market prices, with all gains and losses reported in our consolidated

statement of operations and comprehensive loss.

We may sell our debt or equity securities in response to changes in

interest rates, risk/reward characteristics, liquidity needs or other factors.

We granted restricted stock units to purchase an aggregate of 13,825

for the year ended December 31, 2023.

No such restricted stock units were granted during the year ended December 31, 2022.

Section 107 of the JOBS Act provides that an “emerging growth

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discussion and analysis of financial condition and results of operations disclosure;

entitled to rely on an exemption from compliance with the auditor attestation requirement in the assessment of our internal control over

financial reporting pursuant to the Sarbanes-Oxley Act;

entitled to reduced disclosure obligations about executive compensation arrangements in our periodic reports, registration statements

and proxy statements;

exempt from the requirements to seek non-binding advisory votes on executive compensation or golden parachute arrangements.

be entitled to rely on an exemption from compliance with the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act;

be entitled to reduced disclosure obligations about executive compensation arrangements in our periodic reports, registration statements and proxy statements;

be exempt from the requirements to seek non-binding advisory votes on executive compensation or golden parachute arrangements.

We currently intend to take advantage of some or all of the reduced

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FINANCIAL STATEMENTS .

Our Consolidated Financial Statements are on pages F-1 through F-21

Our Consolidated

Financial Statements are on pages F-1 through F-21

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING

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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-K

Item 7. Management’s Discussion and Analysis