What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-03-30 compared with 2020-04-13 · 190 added, 192 removed, 23 unchanged (94% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

of December 31, 2019, 1,172,544 shares of our common stock were outstanding.

Our common stock is illiquid and any reported sales

price for our common stock is inaccurate.

There is currently no established public market for our common stock, and we cannot

guarantee that a market for our common stock will ever develop or be maintained.

There haven’t been any bids for our stock

in the past two years.

As of April 8, 2020, we have approximately

80 stockholders.

common stock is quoted on the OTCQB under the symbol “USDR.”

As of March 30, 2021, there were 143 holders of record

of our common stock.

This figure includes an indeterminate number of stockholders who hold their shares in “street name.”

Our trading symbol on the OTC Pink market is “USDR.”

have not declared any cash dividends on our common stock, and do not intend to declare dividends in the foreseeable future.

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dollars and rounded.

of December 31, 2019, we had no business operations and were a shell company, as such term is defined in Rule 12b-2 of the Exchange

October 21, 2015, we entered into two agreements with Havis Inc., of Warminster, Pennsylvania, to provide manufacturing and distribution

services for our products.

Havis is an 80-year-old privately held, SO 9001:2008 certified company that manufactures in-vehicle

mobile computer and workflow solutions for public safety, public works government agencies and mobile professionals.

Havis products

are distributed through a nationwide network of resellers and sales representatives in the United States.

the Manufacturing Agreement, Havis may manufacture the Company’s commercial drone products for the law enforcement sector

in the United States.

The agreement has a five-year term with successive three-year renewal terms, and lays out a framework for

engineering, fulfillment of purchase orders, warehousing and other material terms.

the Distribution Agreement, the Company has appointed Havis as its distributor to the law enforcement sector in the United States

for the Company’s commercial drones.

The agreement has a five-year term with successive three-year renewal terms, and provides

a framework for development of marketing materials, warranty and service programs, training and risk mitigation, among other material

The agreement also provides for sales quotas to be established after the first year of sales, and Havis to brand all drones

with its corporate name and logo.

No pricing or margins are specified in the agreement.

agreements with Havis were mutually terminated on February 21, 2020 as there has been no manufacturing of the drones nor development

of marketing or service program.

March 9, 2020, Duke entered into the Share Exchange with the Company, pursuant to which a majority of the issued and outstanding

shares of common stock of Duke were purchased by the Company in exchange for shares of the Company’s common stock, resulting

in Duke becoming a subsidiary of the Company.

Following the Share Exchange, the Company has adopted the business plan of Duke.

March 9, 2020, Duke and certain shareholders of Duke entered into the Share Exchange with the Company, pursuant to which approximately

99% of the issued and outstanding shares of common stock of Duke were purchased by the Company in exchange for shares of the Company’s

common stock, resulting in Duke becoming a subsidiary of the Company.

Following the Share Exchange, the Company has adopted the

business plan of Duke.

April 29, 2020, the Company, Duke, and UAS Sub, entered into the Merger Agreement, pursuant to which UAS Sub was to merge, upon

the satisfaction of customary closing conditions, with and into Duke.

Upon closing of the Short-Form Merger, each outstanding

share of UAS Sub’s common stock, par value $0.0001 per share, was to be converted into and become one share of common stock

of Duke, with Duke surviving as a wholly-owned subsidiary of the Company.

Pursuant to the Merger Agreement, the Company intended

to acquire the remaining outstanding shares of Duke held by certain stockholders of Duke that did not participate in the Share

Exchange Agreement.

At the closing of the transaction contemplated by the Merger Agreement, the Company was to issue 63,856 shares

to certain Duke stockholders, and Duke will become a wholly owned subsidiary of the Company.

On June 25, 2020, Duke filed a Certificate

of Merger with the State of Delaware, and consequently, Duke became a wholly-owned subsidiary of the Company and the Short-Form

Merger was consummated.

the result of the Share Exchange and the change in business and operations of the Company, a discussion of the past financial

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the accounting acquirer, prior to the Share Exchange are considered the historical financial results of the Company.

a result of the Share Exchange, we are now a robotics company dedicated to the development of an advanced robotics system that

enables remote, real-time, pinpoint accurate firing of small arms and light weapons.

Our advanced robotics system is able to achieve

pinpoint accuracy regardless of the movement of the weapons platform or the target.

following discussion and analysis pertains to our Company as of December 31, 2019 and does not take into consideration the financial

results of Duke.

Accounting Policies and Estimates

financial statements have been prepared assuming that the Company will continue as a going concern.

We have net losses for the

period from inception (August 22, 2014) to December 31, 2019, of $1,057,526 and $0 of revenue during our fiscal year ended December

These conditions raise substantial doubt about our ability to continue as a going concern.

Our continuation as a going

concern is dependent on our ability to meet our obligations, to obtain additional financing as may be required and ultimately

to attain profitability.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Management is planning to raise additional funds through debt or equity offerings.

There is no guarantee that the Company will

be successful in these efforts, or that any future fundraising, if any, would be on terms favorable to us.

of Operations

Ended December 31, 2019 Compared to Year Ended December 31, 2018

the year ended December 31, 2019, the Company did not sell any drones.

For the year ended December 31, 2018, the Company generated

the year ended December 31, 2019, the Company incurred $135,543 of expenses compared to $100,560 for the year ended December 31,

The expenses for 2019 and 2018 were primarily for director fees, legal fees, audit fees, and non-cash expense for the issuance

of common stock and vesting of stock options.

The increase was the result of additional spending for consulting fees, mainly legal

net loss was $172,948 in 2019 versus $142,324 in 2018.

selected historical financial information presented below is derived from the Company’s audited consolidated financial statements

for the year ended December 31, 2020 and Duke’s audited consolidated financial statements for the year ended December 31,

The data set forth below should be read in conjunction with the financial statements and accompanying notes elsewhere in

this prospectus.

of the year ended December 31, 2020 to the year ended December 31, 2019

We had no revenues for the year ended December 31, 2020.

During the year ended December 31, 2019, we derived revenues from demonstrations

of our technology to a potential customer of $112,000.

During the year ended December 31, 2020, we had no cost of revenues expenses, compared to $105,000 for the

year ended December 31, 2019, which consisted primarily of direct costs relating to the demonstration projects including

components and equipment purchased from suppliers, sub-contractors and labor costs.

The decrease in our cost of revenues

expenses for the year ended December 31, 2020, compared to the year ended December 31, 2019, is mainly as a result of the

Company’s efforts towards the consummation of the Share Exchange, the filing of a Registration Statement on Form S-1

and the consummation of the Short-Form Merger pursuant to which Duke became our wholly-owned subsidiary, resulting in a

temporary freeze of our operations.

and Development .

During the year ended December 31, 2020, we had no research and development expenses, compare to $75,000

in research and development expenses for the year ended December 31, 2019.

Our research and development expenses, for the year

ended December 31, 2019, consisted primarily of salaries and related expenses and professional services.

The decrease in our research

and development expenses for the year ended December 31, 2020, compared to the year ended December 31, 2019, is mainly as a result

of the Company’s efforts towards the consummation of the Share Exchange, the filing of a Registration Statement on Form

S-1 and the consummation of the Short-Form Merger pursuant to which Duke became our wholly-owned subsidiary, resulting in a temporary

freeze of our research and development operations.

and Administrative Expenses .

For the year ended December 31, 2020, our general and administrative expenses amounted to $1,305,000,

of which $645,000 were related to stock-based compensation expenses, and were $961,000 for the year ended December 31, 2019, of

which $540,000 related to stock-based compensation expenses.

This increase in general and administrative expenses for the year

ended December 31, 2020 was mainly due to an increase in stock-based compensation of $105,000 and of legal and other professional

expenses of $309,000, and offset by a decrease in rent and office maintenance of $82,000.

For the year ended December 31, 2020 and 2019, our financial expense amounted to $63,000 and $82,000, respectively.

For the year ended December 31, 2020 and 2019, we recorded a net loss of $1,368,000 and $1,111,000, respectively, which

represented an increase compared to the year ended December 31, 2019, of $257,000.

Accounting Policies

MD&A of Financial Condition and Results of Operations discusses our financial statements, which have been prepared in accordance

with accounting principles generally accepted in the United States of America (“U.S.

GAAP”).

In connection with the

preparation of our financial statements, we were required to make assumptions and estimates about future events, and apply judgments

that affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosures.

We base our assumptions,

estimates and judgments on historical experience, current trends and other factors that management believes to be relevant at

the time our consolidated financial statements are prepared.

On a regular basis, management reviews the accounting policies, assumptions,

estimates and judgments to ensure that our financial statements are presented fairly and in accordance with U.S.

because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions

and estimates, and such differences could be material.

As applicable to the consolidated financial statements included elsewhere

in this prospectus, the most significant estimates and assumptions relate to the going concern assumptions, convertible loans

Derivative Liabilities and Fair Value of Financial Instruments and Instruments with Down Round Features.

significant accounting policies are discussed in Note 2, “Summary of Significant Accounting Policies,”

to consolidated financial statement, which are incorporated by reference into this prospectus.

Our management believes that, as

for the financial statements for the periods included in this prospectus, the “going concern”

assessment and accounting

for Derivative Liabilities and Fair Value of Financial Instruments are critical accounting policies.

However, due to the early

stage of operations of our Company, there are no other accounting policies that are considered to be critical accounting policies

by management.

Concern Uncertainty

development and commercialization of our product will require substantial expenditures.

We have not yet generated any material

revenues and have incurred substantial accumulated deficit and negative operating cash flows.

We currently have no sources of

recurring revenue and are therefore dependent upon external sources for financing its operations.

There can be no assurance that

we will succeed in obtaining the necessary financing to continue our operations.

As a result, our independent registered public

accounting firm has expressed substantial doubt about our ability to continue as a going concern.

The financial statements do

not include any adjustments that might result from the outcome of this uncertainty.

and Capital Resources

Ended December 31, 2019 Compared to Year Ended December 31, 2018

Company has $262 cash on hand at December 31, 2019 versus $61 at December 31, 2018.

Cash used by operations for the year ended

December 31, 2019 was $55,815 versus $60,442 for the year ended December 31, 2018.

The cash used was for legal and accounting

fees, office supplies and consulting fees.

on hand at December 31, 2019 is not sufficient to sustain operations for the next twelve months.

October 1, 2018, the Company financed the premium for directors’

and officers’

The Company borrowed $31,610

at 5.68% interest, and the note will be repaid in 10 equal installments of $3,244.

As of December 31, 2019, the balance of the

note payable was $0.

September 2, 2019, the Company executed a promissory note (the “Promissory Note”) having a total principal amount

of $35,000 bearing interest at 6% per annum and maturing September 2, 2021.

The Promissory Note is non-recourse and carries

no personal guarantees.

As of December 31, 2019, the balance of this Promissory Note payable was $35,000.

October 1, 2019, the Company financed the premium for directors’

and officers’

The Company borrowed $12,293

at 7.35% interest, and the note will be repaid in 5 equal installments of $2,459.

As of December 31, 2019, the balance of the

note payable was $4,963.

to December 31, 2019, in conjunction with the consummation of the Share Exchange, and as a condition thereof, the Company entered

into the following agreements:

(i) several convertible loan agreements, on the same terms, in the aggregate amount of $965,000

(each, a “Convertible Loan Agreement”), (ii) securities exchange agreements (each, an “Exchange Agreement”)

with outstanding debt holders of the Company, Alpha Capital Anstalt (“Alpha”) and GBC to respectively cancel existing

debentures or debt and in exchange issue new debentures in the aggregate amount of $400,000 (the “New Debentures”)

and issue 698,755 and 65,198 shares of common stock to each of Alpha and GBC, respectively, (iii) several Securities Exchange

Agreements, on the same terms, to exchange the Promissory Note for 9,623,621 shares of Company common stock (the “Note Conversion”)

and (iv) a Registration Rights Agreement (the “Registration Rights Agreement”) with GBC, Alpha, the Primary Lenders

and certain Duke shareholders.

The deemed beneficial owners of the common stock, or other securities, issuable under parties to

the Convertible Loan Agreements and the Note Conversion are identical and, as such, we refer to these parties as the “Primary

Lenders.”

Primary Lenders will have the option to convert the unpaid balance of their respective Convertible Loan Agreements into shares

of the Company’s common stock based on the lower of (A) lowest effective price per share set in connection with any funds

raised by the Company during the six (6) months following the Effective Time (“effective price”

per share means (i)

if only shares of Company common stock are sold in a transaction, the amount actually received in cash by the Company and (ii)

if shares of Company common stock are sold in a transaction and, in connection therewith additional securities or rights are sold

or otherwise issued, the amount actually received in cash by the Company, for the shares of Company common stock and such additional

rights upon their issuance, reduced by the aggregate fair market value of the additional rights (as determined using the Black-Scholes

option pricing model or another method determined by the Company in good faith), in each case divided by the number of shares

of Company common stock issued in such transaction);

(B) 80% of the lowest effective price per share set in connection with any

funds raise by the Company at any time subsequent to six (6) months following the Effective Time until such time as the Loans

are fully repaid or otherwise converted (provided however that such price per share shall not be available in the event of an

issuance of Alternative Securities (as defined below) to the Primary Lender);

of the Company of $15,000,000 following the next investment in the Company following the Effective Time;

or (D) the conversion

price, as adjusted for a Dilutive Event, under the New Debentures.

The conversion price is currently $0.374.

the Company issues shares of stock other than common stock or other securities (“Alternate Securities”) prior to the

full conversion or repayment of the loan amount under each Convertible Loan Agreement, then the Primary Lender shall be entitled

to declare that the shares issued pursuant to a conversion shall be Alternate Securities having the same class, rights, preferences

and privileges as will be attached to such class of Alternate Securities;

provided that in order to receive such Alternate Securities,

the Primary Lender shall be required to convert the unpaid balance and accrued and unpaid interest then outstanding under the

Convertible Loan Agreement in full.

The Convertible Loan Agreements contain a beneficial ownership limitation set at 9.99% of

the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable

upon conversion of the loan provided by the Primary Lender under their respective Convertible Loan Agreement;

provided, however

that each Primary Lender may increase such beneficial ownership limitation to 19.99% upon prior notice to the Company.

addition, pursuant to the Convertible Loan Agreements, if prior to the maturity date of such loans, the Company enters into an

event of default (as defined in the agreements), then the Primary Lenders shall have the right to convert the amount then outstanding

under their respective Convertible Loan Agreements at the nominal price of the shares of common stock ($0.0001 per share of common

addition, the Company entered into Exchange Agreements with each of Alpha and GBC, whereby the parties to the separate Exchange

Agreements agreed to amend the terms of the debentures issued to such lenders in April 2015, 2016 and 2017 (the “Old Alpha

Debentures”) and for advances made by GBC from February 2016 to the date hereof (the “GBC Debt Advances”) respectively,

pursuant to separate SPAs, by way of cancellation of the Old Alpha Debentures and GBC Debt Advances and entering into the Exchange

Agreement providing for the issuance of the New Debentures and the issuance of 698,755 and 65,198 shares of common stock to each

of Alpha and GBC, respectively.

New Debentures are in the aggregate amount of $400,000, mature three years from the date of their issuance, or on March 9, 2023,

years, bear interest at a rate of 8% per year and are only convertible into shares of the Company’s common stock, at an

original conversion price of $0.3740 (the “Original Conversion Price”);

provided, however, that such Original Conversion

Price shall be adjusted downward in the event that the Company, as applicable, sells or grants any options to purchase or sells

or grants any right to reprice, or otherwise dispose or issues any common stock or common stock equivalents entitling any purchaser

to acquire shares of the Company’s common stock at an effective price per share that is lower than the Original Conversion

Price (such issuance, a “Dilutive Event”).

In the event of a Dilutive Event at any time from the Effective Time through

the six (6) month anniversary of the Effective Time, any such adjustment shall occur immediately after the completion of such

The Exchange Agreement contains customary representations, warranties and covenants of the Company and purchaser for similar

transactions.

prior to the Effective Time, as a condition to the closing of the Share Exchange, the Company issued to the Primary Lenders of

the Promissory Notes such number of the Company’s common stock equal to approximately 24% of the post-Exchange shares of

the Company’s common stock, or an aggregate amount of 9,623,621 shares of the Company common stock, equal to a price of

approximately $0.00367 per share, with the purpose of the recapitalization being to allow the Company to satisfy the conditions

to completing the Share Exchange.

prior to the Effective Time, and effective at such time, the Company entered into the Registration Rights Agreement with, among

others, Alpha, GBC and the Primary Lenders, to permit them to have their securities in the Company included in a registration

statement for resale by the holder when filed by the Company on a piggyback basis and one demand registration right.

is responsible for bearing the costs of any of these acts of registration of the securities.

to management estimates, liquidity and capital resources as of December 31, 2019 were not sufficient to maintain our planned level

of operations for the next 12 months.

As of December 31, 2019, we had an accumulated deficit and a minimal amount of stockholders’

In addition, during the years ended December 31, 2019 and 2018, we reported losses and negative cash flows from operating

Our management considered the significance of such conditions in relation to our ability to meet our current and future

obligations and determined that such conditions raise substantial doubt about each our ability to continue as a going concern.

As such, the report of our independent registered public accounting firm on the audited financial statements as of and for the

year ended December 31, 2019 contains an emphasis of matter paragraph regarding substantial doubt about our ability to continue

as a going concern.

Substantial doubt about our ability to continue as a going concern could materially limit our ability to raise

additional funds through the issuance of new debt or equity securities or otherwise.

Future reports on our financial statements

may also include an emphasis of matter paragraph with respect to our ability to continue as a going concern.

were able to obtain additional cash as a result of the Convertible Loan Agreements that we entered into in March 2020, and as

a result thereof, we anticipate that our cash balances as of the date of this Annual Report will be sufficient to permit us to

conduct our operations up to the second half of 2021.

The Company may also satisfy its liquidity through the sale of its securities,

either in public or private transactions.

Our future capital requirements as well as the ability to obtain financing will depend

on many factors, including those listed under “RISK FACTORS –

Risks Related to our Business and Industry”

on page 7 of this Annual Report.

we are unable to obtain sufficient amounts of additional capital, we may be required to reduce the scope of our planned development,

which could harm our business, financial condition and operating results.

If we obtain additional funds by selling any of our

equity securities or by issuing common stock to pay current or future obligations, the percentage ownership of our stockholders

will be reduced, stockholders may experience additional dilution, or the equity securities may have rights preferences or privileges

senior to the common stock.

We cannot be certain that additional funding will be available to us on acceptable terms, or at all.

If funds are not available, we may be required to delay, reduce the scope of, or eliminate one or more of our commercialization

applicable to smaller reporting companies.

inception, we have devoted substantially all our efforts to research and development and is still in the development stage.

have incurred accumulated losses since inception of $5,131,000 and the extent of its future operating losses and the timing of

becoming profitable are uncertain.

These conditions raise substantial doubt about our ability to continue to operate as a going

Our ability to continue operating as a “going concern”

is dependent on several factors, among them is the

ability to raise sufficient additional funding.

Our financial statements do not include any adjustments that might result from

the outcome of this uncertainty.

the year ended December 31, 2020, our loss of $1,368,000 included non-cash stock-based compensation of $645,000.

As of December

31, 2020, we had a negative working capital of $1,176,000, as compared to a negative working capital of $1,491,000 as of December

of December 31, 2020, we had a cash balance of $105,000 compared to the cash balance of $23,000 as of December 31, 2020.

no cash equivalents.

our inception we and Duke have funded our operations through bank loans, loans provided by its shareholders and demonstration

projects of its technology to potential customers.

August 5, 2015, Duke obtained a loan from an Israeli bank pursuant to which NIS 250,000 ($65,000) was provided at a variable annual

rate of 3.6%.

The loan was repaid in August 2020.

February 29, 2016, Duke signed a loan agreement with an Israeli bank pursuant to which NIS 500,000 ($128,000) was provided at

a variable annual rate of 4.25%.

The loan was repaid in full in February 2021.

of December 31, 2020, the outstanding balance of the bank loans stood at $6,000 and as of December 31, 2019 at $37,000.

Duke’s inception until 2017, certain Duke stockholders provided loans (“Stockholders’

Loans”) on an as

needed basis.

Loans in the amount of $685,000 bear an annual fixed interest of 3% and loans in the amount of $313,000 bear an

annual interest rate as defined in Section 3(j) of the Israeli tax ordinance, which is currently at 2.62%.

entering into the Share Exchange, Duke entered into debt cancellation letters (the “Debt Cancellation Letters”) with

regard to the Stockholders Loans.

Pursuant to the Debt Cancellation Letters the accumulated interest on the Stockholders’

Loans was waived and 842,135 shares of Duke’s common stock were issued in exchange for the cancellation of $623,180 in debt,

leaving $280,000 of outstanding Stockholders Loans (the “Outstanding Stockholders’

Loans”).

The Outstanding

Stockholders’

Loans, including the accumulated interest amount, shall be repaid on the earlier of the following:

years after the Effective Date;

or (ii) Duke raised capital amounting to at least $15 million following the Effective Date and

the Earnings before interest, tax, depreciation and amortization of Duke has reached an amount of $3 million.

of December 31, 2020, and December 31, 2019, the outstanding balances of such stockholders’

loans were $288,000 and $1,006,000,

respectively.

connection with the Share Exchange, immediately prior to the Effective Time, we entered into the Convertible Loan Agreements.

The terms of the Convertible Loan Agreements require repayment of the borrowed amount by the one-year anniversary of the Effective

Time, unless, at our discretion, and subject to our compliance with any and all terms of the material terms of the Convertible

Loan Agreements, the term of such loans is extended for an additional twelve (12) month period.

The terms of the Convertible Loan

Agreements also provide that we may repay any portion of the remaining outstanding loan amount, without penalty, provided, however,

that we provide the specific lender with three business days’

written notice prior to such repayment, during which time

the lender may elect to convert any or all of the outstanding loan amount into shares of our common stock.

The Convertible Loan

Agreements bear simple interest at a rate equal to 15% per annum, payable on the 15th day of each calendar month.

9, 2020, we utilized our rights under the Convertible Loan Agreements and extended the terms of the loans for an additional twelve

lenders will have the option to convert the unpaid balance of their respective Convertible Loans into shares of our common stock

based on the lower of (A) lowest effective price per share set in connection with any funds raised by our during the six (6) months

following the Effective Time.

“Effective price”

per share means (i) if only shares of our common stock are sold in

a transaction, the amount actually received in cash by our and (ii) if shares of our common stock are sold in a transaction and,

in connection therewith additional securities or rights are sold or otherwise issued, the amount actually received in cash by

us, for the shares of our common stock and such additional rights upon their issuance, reduced by the aggregate fair market value

of the additional rights (as determined using the Black-Scholes option pricing model or another method determined by us in good

faith), in each case divided by the number of shares of our common stock issued in such transaction;

(B) 80% of the lowest effective

price per share set in connection with any funds raise by USDR at any time subsequent to six (6) months following the Effective

Time until such time as the loans outstanding under all of the Convertible Loan Agreements are fully repaid or otherwise converted

provided, however, that such price per share shall not be available in the event of an issuance of Alternative Securities to the

the Effective Time;

or (D) the conversion price, as adjusted for a Dilutive Event, under the New Debentures.

The conversion price

is currently $0.374.

As of March 30, 2021, the Convertible Loan Agreements have an aggregate outstanding principal balance of

in connection with the Share Exchange, we entered into the Alpha Agreement and GBC Agreement, pursuant to which it issued to each

party shares of common stock and the New Debentures in the aggregate amount of $400,000, which mature three years from the Effective

Time and have an interest rate of 8% per year.

The New Debentures have an Original Conversion Price but may be adjusted in the

event of a Dilutive Event.

As of March 30, 2021, the New Debentures have an aggregate outstanding principal balance of $200,000.

spread of COVID-19 throughout the world may result in a period of business and manufacturing disruption, and in reduced operations,

any of which could materially affect our business, financial condition and results of operations especially regarding its ability

to obtain the necessary finance to continue Duke’s operations.

The extent to which COVID-19 impacts the Company’s

business will depend on future developments, which are highly uncertain and cannot be predicted, including new information which

may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others.

intend to continue to undertake efforts to raise additional funding;

provided, however, that there can be no assurance that we

will be able to raise capital, or that any capital raise will be on favorable terms or on terms that do not create further dilution

to our stockholders.

In addition, we do not know if the COVID-19 pandemic will have a material effect on our ability to raise

capital or if this will require us to raise capital on terms less favorable to us as a result of global market conditions or as

a result of the direct effect, if any, of COVID-19 on our business.

Sheet Arrangements

do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect

on our financial condition, results of operations, liquidity, or capital resources.

have no off-balance sheet arrangements.

Quantitative and Qualitative Disclosure about Market Risk

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What changed 10-K

Item 5. Market for Registrant’s Common Equity