2 unchanged sentences
Condensed Consolidated Balance Sheets
+Added: September 30,
Current assets
Cash and cash equivalents
−Removed: Accounts receivable, net of allowance of doubtful accounts of $ 0 and $ 312,983 as of June 30, 2024 and December 31, 2023, respectively
+Added: Accounts receivable, net of allowance of doubtful accounts of $ 0 and $ 312,983 as of September 30, 2024 and December 31, 2023, respectively
Inventories, net
19 unchanged sentences
issued and outstanding:
−Removed: 2,809,689 shares at June 30, 2024 and 2,632,809 shares at December 31, 2023 respectively
+Added: 3,557,581 shares at September 30, 2024 and 2,632,809 shares at December 31, 2023 respectively
Additional paid-in capital
6 unchanged sentences
Three Months Ended
−Removed: Six Months Ended
+Added: Nine Months Ended
+Added: September 30,
+Added: September 30,
Cost of goods sold
17 unchanged sentences
Condensed Consolidated Statements of Stockholders’ Equity (deficit)
−Removed: For the six months ended June 30, 2024
+Added: For the Nine months ended September 30, 2024
Preferred Stock
4 unchanged sentences
Balance at March 31, 2024
−Removed: Preferred stock issuance
−Removed: Issuance of warrants
−Removed: Stock-based compensation
Balance at June 30, 2024
−Removed: For the six months ended June 30, 2023
+Added: Stock-based compensation
+Added: Balance at September 30, 2024
+Added: For the Nine months ended September 30, 2023
Balance at December 31, 2022
5 unchanged sentences
Balance at June 30, 2023
+Added: Common stock issued for vested restricted stock units
+Added: Stock-based compensation
+Added: Balance at September 30, 2023
See accompanying notes to unaudited condensed consolidated financial statements.
1 unchanged sentence
Condensed Consolidated Statements of Cash Flows
−Removed: Six Months Ended
+Added: Nine Months Ended
+Added: September 30,
Cash flows used in operating activities:
21 unchanged sentences
Proceeds from preferred stock issuance
+Added: Proceeds from common stock issuance
Net cash provided by (used in) financing activities
4 unchanged sentences
Cash paid during the period for:
−Removed: Cash is reported on the condensed consolidated statements of cash flows as follows:
−Removed: Cash and cash equivalents
−Removed: Restricted cash
−Removed: Total cash, cash equivalents and restricted cash
See accompanying notes to the unaudited condensed consolidated financial statements.
19 unchanged sentences
All shares and associated amounts have been retroactively restated to reflect the stock split.
−Removed: The Company’s
−Removed: operations have historically been financed through the issuance of common stock and borrowings.
−Removed: Since inception, the Company has
−Removed: incurred significant losses and negative cash flows from operations.
−Removed: During the six months ended June 30, 2024, the Company incurred
−Removed: a net loss of $3.7 ( 3,746,867 )
−Removed: million, and used cash from operations of $2.9 ( 2,878,506 )
−Removed: million, which was offset by $2.8 2,800,000
−Removed: million in cash provided from financing activities.
−Removed: As of June 30, 2024, the Company had an accumulated deficit of $96.2 ( 96,215,645 )
−Removed: million and cash and cash equivalents of $0.6 630,816 million.
−Removed: The Company will continue to monitor its costs in relation to its
−Removed: sales and adjust its cost structure accordingly.
−Removed: Management of the Company believes it will not have sufficient resources to
−Removed: continue as a going concern through at least one year from the issuance of these financial statements.
+Added: The Company’s operations have historically been financed through the issuance of common stock and borrowings.
+Added: Since inception, the Company has incurred significant losses and negative cash flows from operations.
+Added: During the nine months ended September 30, 2024, the Company incurred a net loss of $4.4 ( 4,371,934 ) million, and used cash from operations of $3.8 ( 3,783,080 ) million, which was offset by $3.3 3,265,482 million in cash provided from financing activities.
+Added: As of September 30, 2024, the Company had an accumulated deficit of $96.8 ( 96,840,712 ) million and cash and cash equivalents of $0.2 191,724 million.
+Added: The Company will continue to monitor its costs in relation to its sales and adjust its cost structure accordingly.
+Added: Management of the Company believes it will not have sufficient resources to continue as a going concern through at least one year from the issuance of these financial statements.
Merger Agreement with e2 Companies, LLC
On March 12, 2024, the “Company”, and its wholly owned subsidiary, MME Sub 1 LLC, a Florida limited liability company (“Merger Sub”), formed in March 2024, entered into an Agreement and Plan of Merger (“Merger Agreement”) with e2Companies LLC, a Florida limited liability company (“e2Companies”).
−Removed: Pursuant to the Merger Agreement, Merger Sub will merge with and into e2Companies, with e2Companies remaining as the surviving entity (the “Merger”).
−Removed: Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), holders of the outstanding common units of e2Companies (“e2 Shares”) will receive such number of shares of common stock, par value $0.01 per share, of the Company (“Company Shares”) representing 97% of the issued and outstanding Company Shares (on a fully-diluted basis).
−Removed: Pursuant to the terms of the Merger Agreement, the Company has agreed to appoint, upon the Effective Time, two individuals selected by the Company to the Company’s board of directors.
−Removed: The Merger Agreement contains representations and warranties, closing deliveries and indemnification provisions customary for a transaction of this nature.
−Removed: The closing of the Merger is conditioned upon, among other things, (i) the Company Shares to be issued in the Merger (“Merger Consideration”) being approved for listing on the Nasdaq Capital Market (“Nasdaq”), (ii) the effectiveness of a registration statement on Form S-4 registering the Merger Consideration;
−Removed: (iii) any waiting period applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, will have expired or been terminated;
−Removed: and (iv) the consent or approval of the Company’s stockholders, as applicable, of (a) the Merger, (b) the issuance of the Merger Consideration, and (c) an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to among other things, change the Company’s name to e2Companies, Inc.
−Removed: following the Merger (the “Stockholder Approvals”).
−Removed: The Merger Agreement may be terminated under certain customary and limited circumstances prior to the closing including by the mutual consent of the Company and e2Companies if the closing has not occurred by June 15, 2024.
−Removed: The Merger Agreement is subject to the right of either party to obtain a 30-day extension, and including, but not limited to, Stockholder Approvals having not been obtained, Company Shares being delisted from Nasdaq and deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), upon uncured breaches of representations, warranties and covenants or if a court of competent jurisdiction permanently restrains the Merger from occurring.
−Removed: On June 17, 2024, the Company and Merger Sub entered into a First Amendment to the Agreement and Plan of Merger (“Amendment”) with e2Companies Pursuant to the Amendment, e2Companies and the Company have mutually agreed to terminate the “no-shop” provisions in the Merger Agreement, and to grant the Company permission to seek alternate business combination candidates, while solely requiring that the Company provide two (2) Business Days’ prior written notice advising e2Companies that it intends to effect such alternate business combination and allow for additional negotiation with e2Companies to enable the parties to determine whether to propose revisions to the terms of the Merger Agreement.
−Removed: The Merger Agreement has not yet been terminated as of the date hereof.
+Added: The Merger Agreement did not close by the end date, and as such, by the terms of the agreement,
+Added: in July 2024 it terminated of its own accord.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company’s significant accounting policies are disclosed in its Annual Report on Form 10-K for the year ended December 31, 2023.
−Removed: The Company’s significant accounting policies did not change during the six months ended June 30, 2024.
+Added: The Company’s significant accounting policies did not change during the nine months ended September 30, 2024.
Recently Issued Accounting Standards
12 unchanged sentences
Scope Application of Profits Interest and Similar Awards, which provides illustrative guidance to help entities determine whether profits interest and similar awards should be accounted for as share-based payment arrangements within the scope of ASC Topic 718, Compensation — Stock Compensation .
+Added: This update will be effective for fiscal years beginning after December 15, 2024.
+Added: Early adoption is permitted and is treated either retrospectively or prospectively.
The Company believes it will not have a material impact on the Company’s consolidated financial statements.
15 unchanged sentences
The Company records accounts receivable when it has an unconditional right to the consideration.
−Removed: The Company did no t have contract liabilities at June 30, 2024 and December 31, 2023.
+Added: The Company did no t have contract liabilities at September 30, 2024 and December 31, 2023.
Disaggregation of Revenue
2 unchanged sentences
Three Months Ended
−Removed: Six Months Ended
+Added: September 30,
+Added: Nine Months Ended
+Added: September 30,
The following table sets forth our revenues by product:
Three Months Ended
−Removed: Six Months Ended
+Added: September 30,
+Added: Nine Months Ended
+Added: September 30,
Cable modems & gateways
3 unchanged sentences
Schedule of inventories
+Added: September 30,
Work in process
Finished goods
−Removed: The Company did no t have consigned inventory held by our customers or in-transit inventory at June 30, 2024 and December 31, 2023.
+Added: The Company did no t have consigned inventory held by our customers or in-transit inventory at September 30, 2024 and December 31, 2023.
The Company reviews inventory for obsolete and slow-moving products each quarter and makes provisions based on its estimate of the probability that the material will not be consumed or that it will be sold below cost.
−Removed: The inventory reserves were $ 0 million and $ 1.7 million as of June 30, 2024 and December 31, 2023, respectively.
+Added: The inventory reserves were $ 0 million and $ 1.7 million as of September 30, 2024 and December 31, 2023, respectively.
Accrued expenses
1 unchanged sentence
Schedule of accrued expenses
+Added: September 30,
Payroll & related benefits
3 unchanged sentences
Sales and use tax
−Removed: Vendor contingent payments (Note 7)
+Added: Franchise tax fees
Total accrued other expenses
12 unchanged sentences
These origination costs were recorded as a debt discount and are being expensed over the remaining term of the facility.
−Removed: Amortization of debt issuance costs was $ 0 thousand and $ 15 thousand for the three months ended June 30, 2024 and 2023, respectively.
−Removed: Amortization of debt issuance costs was $ 0 thousand and $ 21 thousand for the six months ended June 30, 2024 and 2023, respectively.
+Added: Amortization of debt issuance costs was $ 0 thousand and $ 8 thousand for the three months ended September 30, 2024 and 2023, respectively.
+Added: Amortization of debt issuance costs was $ 0 thousand and $ 29 thousand for the nine months ended September 30, 2024 and 2023, respectively.
On October 18, 2023, the Company paid in full the outstanding balance and immediately terminated the SVB Loan Agreement.
−Removed: As of June 30, 2024 and December 31, 2023, the Company had $ 0 outstanding under the SVB Loan Agreement.
+Added: As of September 30, 2024 and December 31, 2023, the Company had $ 0 outstanding under the SVB Loan Agreement.
The SVB Loan Agreement included a minimum interest expense of $ 20 thousand per month.
17 unchanged sentences
Slingshot Capital is owned by the Company’s former Chairperson of the Board and a former Board of Director, Jeremy Hitchcock and Elizabeth Hitchcock, respectively.
−Removed: The Company had entered into agreements to lease certain office space as well as its former warehouses and distribution centers under operating leases.
−Removed: As of June 30, 2024, the Company’s leased office space has terminated and was not renewed.
−Removed: The Company recognizes lease expense for these leases on a straight-line basis over the lease term.
−Removed: Right-of-use (“ROU”) assets and lease liabilities are recorded on the balance sheet for all leases, except leases with an initial term of 12 months or less.
+Added: The Company had entered into agreements
+Added: to lease certain office space as well as its former warehouses and distribution centers under operating leases.
+Added: In May 2020, the
+Added: Company signed a two-year lease agreement for 3,218 square feet of office space at 275 Turnpike Executive Park in Canton, MA.
+Added: On December 1,
+Added: 2021, the Company executed an amendment to extend the lease from June 2022 to May 2024 with monthly payments of approximately
+Added: As of September 30, 2024, the Company’s leased office space has terminated and was not renewed.
+Added: The Company recognizes lease expense
+Added: for these leases on a straight-line basis over the lease term.
+Added: Right-of-use (“ROU”) assets and lease liabilities are recorded
+Added: on the balance sheet for all leases, except leases with an initial term of 12 months or less.
The components of lease costs were as follows:
1 unchanged sentence
Three Months Ended
−Removed: Six Months Ended
+Added: September 30,
+Added: Nine Months Ended
+Added: September 30,
Operating lease costs
3 unchanged sentences
Schedule of weighted average remaining lease term and discount rate
+Added: September 30,
Operating leases:
3 unchanged sentences
Schedule of supplemental cash flow information related to operating leases
−Removed: Six Months Ended
+Added: Nine Months Ended
+Added: September 30,
Operating cash flow information:
2 unchanged sentences
ROU asset obtained in exchange for lease liability
−Removed: As of June 30, 2024, the Company does not have future lease payments after its office lease expired in May 2024.
+Added: As of September 30, 2024, the Company does not have future lease payments after its office lease expired in May 2024.
( 7) COMMITMENTS AND CONTINGENCIES
5 unchanged sentences
Following the Company’s agreement with Motorola Mobility LLC on January 22, 2024, the Company’s quarterly royalty payments, in addition to current and future obligations, were satisfied in exchange for certain assets of the Company.
−Removed: Royalty expense under the License Agreement amounted to $ 0 and $ 1.7 million for the three months ended June 30, 2024 and 2023, respectively, and $ 0 and $ 3.4 million for the six months ended June 30, 2024 and 2023, respectively.
+Added: Royalty expense under the License Agreement amounted to $ 0 million and $ 1.7 million for the three months ended September 30, 2024 and 2023, respectively, and $ 0 million and $ 5.1 million for the nine months ended September 30, 2024 and 2023, respectively.
The royalty expense is reported in selling and marketing expense on the accompanying condensed consolidated statements of operations.
8 unchanged sentences
In addition, the Company agreed to pay certain vendors an additional $ 0.4 million contingent upon successful collection of customer receivables.
−Removed: After the collection of customer receivables, the contingent amount was amended to $ 0.3 million during the period ended June 30, 2024.
−Removed: As of June 30, 2024, the contingent amount has not been paid and is accounted in accrued expenses on the accompanying condensed consolidated balance sheets.
+Added: After the collection of customer receivables, the contingent amount was amended to $ 0.3 million during the period ended September 30, 2024.
In July 2024, the Company paid the contingent amount of $ 0.3 million to its vendors.
6 unchanged sentences
If there is a reasonable possibility that a loss may be incurred, the Company discloses the estimate of the amount of the loss or range of losses - that the amount is not material, or that an estimate of the loss cannot be made.
−Removed: At June 30, 2024, the Company is not currently a party to any legal proceedings that, if determined adversely to the Company, in management’s opinion, are currently expected to individually or in the aggregate have a material adverse effect on the Company’s business, operating results or financial condition taken as a whole.
+Added: At September 30, 2024, the Company is not currently a party to any legal proceedings that, if determined adversely to the Company, in management’s opinion, are currently expected to individually or in the aggregate have a material adverse effect on the Company’s business, operating results or financial condition taken as a whole.
The Company expenses its legal fees as incurred.
6 unchanged sentences
Relatively few companies account for a substantial portion of the Company’s revenues.
−Removed: In the three months ended June 30, 2024, the Company did not have sales or outstanding accounts receivable balance that accounted for 10% of greater individually of the Company’s total net sales and accounts receivable, respectively.
−Removed: In the three months ended June 30, 2023, two companies, including a marketplace facilitator, accounted for 10% or greater individually and 82 % in the aggregate of the Company’s total net sales.
−Removed: At June 30, 2023, two companies with an accounts receivable balance of 10% or greater individually accounted for a combined 77 % of the Company’s accounts receivable.
+Added: In the three months ended September 30, 2024, the Company did not have sales or outstanding accounts receivable balance that accounted for 10% of greater individually of the Company’s total net sales and accounts receivable, respectively.
+Added: In the three months ended September 30, 2023, two companies, including a marketplace facilitator, accounted for 10% or greater individually and 80 % in the aggregate of the Company’s total net sales.
+Added: At September 30, 2023, two companies with an accounts receivable balance of 10% or greater individually accounted for a combined 87 % of the Company’s accounts receivable.
The Company’s customers generally do not enter into long-term agreements obligating them to purchase products.
9 unchanged sentences
For some of these components, the Company may only use a single source supplier, in part due to the lack of alternative sources of supply.
−Removed: During the three months ended June 30, 2024, the Company did not have any concentration of suppliers.
−Removed: During the three months ended June 30, 2023, the Company had one supplier that provided 97 % of the Company’s purchased inventory.
+Added: During the three months ended September 30, 2024, the Company did not have any concentration of suppliers.
+Added: During the three months ended September 30, 2023, the Company had one supplier that provided 100 % of the Company’s purchased inventory.
(9) INCOME TAXES
−Removed: During the three and six months ended June 30, 2024, we recorded no income tax benefits for the net operating losses incurred or for the research and development tax credits generated due to the uncertainty of realizing a benefit from those items.
+Added: During the three and nine months ended September 30, 2024, we recorded no income tax benefits for the net operating losses incurred or for the research and development tax credits generated due to the uncertainty of realizing a benefit from those items.
We have evaluated the positive and negative evidence bearing upon the Company’s ability to realize its deferred tax assets, which primarily consist of net operating loss carryforwards and research and development tax credits.
We considered the history of cumulative net losses, estimated future taxable income and prudent and feasible tax planning strategies and we have concluded that it is more likely than not that we will not realize the benefits of our deferred tax assets.
−Removed: As a result, as of June 30, 2024 and December 31, 2023, we recorded a full valuation allowance against our net deferred tax assets.
−Removed: As of June 30, 2024 and
−Removed: December 31, 2023, the Company had federal net operating loss carry forwards of approximately $ 79.2
−Removed: million and $ 76.9
−Removed: million, respectively, which are available to offset future taxable income.
+Added: As a result, as of September 30, 2024 and December 31, 2023, we recorded a full valuation allowance against our net deferred tax assets.
+Added: As of September 30, 2024 and December 31, 2023, the Company had federal net operating loss carry forwards of approximately $ 79.4 million and $ 76.9 million, respectively, which are available to offset future taxable income.
They are due to expire in varying amounts from 2025 to 2042.
−Removed: Federal net operating losses occurring after December 31, 2018, of approximated $ 38.5
−Removed: million may be carried forward indefinitely.
−Removed: As of June 30, 2024 and December 31, 2023, the Company had state net operating
−Removed: loss carry forwards of approximately $ 47.9
−Removed: million and $ 44.9
−Removed: million, respectively, which are available to offset future taxable income.
−Removed: They are due to expire in varying amounts from 2033
−Removed: through 2041.
+Added: Federal net operating losses occurring after December 31, 2018, of approximated $ 38.5 million may be carried forward indefinitely.
+Added: As of September 30, 2024 and December 31, 2023, the Company had state net operating loss carry forwards of approximately $ 48.0 million and $ 44.9 million, respectively, which are available to offset future taxable income.
+Added: They are due to expire in varying amounts from 2033 through 2041.
We recorded minimum state income taxes and taxes related to our operations in Mexico.
−Removed: For the three months ended June
−Removed: 30, 2024 and 2023, income tax expense was $0 ( 554 ) thousand
−Removed: and $24 24,976
−Removed: thousand, respectively.
−Removed: For the six months ended June 30, 2024 and 2023, income tax expense (benefit) was $(11) ( 11,216 )
−Removed: thousand and $24
−Removed: 24,976 thousand, respectively.
+Added: For the three months ended September 30, 2024 and 2023, income tax expense was $0 - thousand and $24 ( 525 ) thousand, respectively.
+Added: For the nine months ended September 30, 2024 and 2023, income tax expense (benefit) was $(11) ( 11,216 ) thousand and $24 24,451 thousand, respectively.
(10) RELATED PARTY TRANSACTIONS
3 unchanged sentences
On July 18, 2022, the lease agreement was amended to a month-to-month lease arrangement and may be terminated by either party with a 60-day notice.
−Removed: The Company terminated the lease during the period ended June 30, 2024.
+Added: The Company terminated the lease during the period ended September 30, 2024.
The facility lease agreement provided for 2,656 square feet.
−Removed: For the three-months period ended June 30, 2024 and 2023, the rent expense was $ 0 thousand and $ 9 thousand, respectively.
−Removed: For the six-months period ended June 30, 2024 and 2023, the rent expense was $ 14 thousand and $ 18 thousand, respectively.
+Added: For the three-months period ended September 30, 2024 and 2023, the rent expense was $ 0 thousand and $ 9 thousand, respectively.
+Added: For the nine-months period ended September 30, 2024 and 2023, the rent expense was $ 27 thousand and $ 27 thousand, respectively.
On November 30, 2022, the Company and Slingshot Capital, LLC (“Slingshot Capital”) entered into a Bridge Loan Agreement (the “Bridge Loan Agreement”) pursuant to which Slingshot Capital agreed to make available a bridge loan in the principal amount up of up to $ 1,500,000 .
5 unchanged sentences
(11) EARNINGS (LOSS) PER SHARE
−Removed: Net loss per share for the three and six months ended June 30, 2024 and 2023, respectively, are as follows:
+Added: Net loss per share for the three and nine months ended September 30, 2024 and 2023, respectively, are as follows:
Schedule of net income (loss) per share
Three Months Ended
−Removed: Six Months Ended
+Added: Nine Months Ended
+Added: September 30,
+Added: September 30,
+Added: September 30,
+Added: September 30,
Weighted average common shares - basic
2 unchanged sentences
Basic and diluted
−Removed: Diluted loss per common share for the three and six months ended June 30, 2024 and 2023 excludes the effects of 5,230,769 and 22,717 common share equivalents, respectively, since such inclusion would be anti-dilutive.
+Added: Diluted loss per common share for the three and nine months ended September 30, 2024 and 2023 excludes the effects of 5,230,769 and 2,080 common share equivalents, respectively, since such inclusion would be anti-dilutive.
The common share equivalents consist of shares of common stock issuable upon exercise of outstanding preferred stock, warrants, restricted stock units, and stock options.
16 unchanged sentences
On February 26, 2024, the Company held a special meeting of stockholders, who voted and approved (i) the issuance of shares of our common stock, par value $0.01 per share (“Common Stock”) upon conversion of Series A Preferred Stock or exercise of the Warrants to be issued at Closing of the Purchase Agreement, which conversions or exercise would result in a “change of control” of the Company under the applicable rules of Nasdaq and (ii) an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect the increase in authorized shares of Preferred Stock to 10,000,000 .
+Added: In January 2024 and September 2024, the Company issued 156,880 and 612,892 , respectively, shares of common stock to board members in exchange for services performed and recorded $ 378,081 in stock-based compensation expense and $ 465,482 in reduction to accrued expenses, respectively.
+Added: The Company issued 20,000 and 135,000 shares of common stock to vendors in exchange for services performed in 2024.
+Added: The Company recorded $ 48,200 and $ 5,400 in stock-based compensation expense in January 2024 and September 2024.
(13) SUBSEQUENT EVENTS
−Removed: The Company has evaluated subsequent events from June 30, 2024, through the date of this filing and has determined that there are no such events, other than those noted above, requiring recognition or disclosure in the financial statements.
+Added: Securities Purchase Agreement
+Added: On November 18, 2024, the Company
+Added: entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Cao Yu, an individual (“Cao”), Hu
+Added: Bin, an individual, and Youxin Consulting Limited, a Hong Kong company (the “Investors”), whereby, at the closing of the
+Added: transactions contemplated by the Purchase Agreement (the “Closing”), subject to satisfaction of certain closing conditions,
+Added: including our stockholders voting in favor of the transaction at a Special Meeting, the Company will sell and the Investors will purchase
+Added: shares of the Company’s newly formed Series B preferred stock, $ 0.001
+Added: par value per share (the “Preferred Stock”), at a price per share of $ 1.31 ,
+Added: for an aggregate purchase price of $ 2,600,000 ,
+Added: subject to the conditions described below, pursuant to the exemptions afforded by the Securities Act of 1933, as amended, and Regulation
+Added: S thereunder.
+Added: The Purchase Agreement contains
+Added: customary representations, warranties and agreements of the Company and the Investors, limitations and conditions regarding sales of
+Added: the Purchased Securities or underlying Common Stock, indemnification rights and other obligations of the parties.
+Added: Furthermore, the Purchase
+Added: Agreement contains certain conditions to closing, including:
+Added: (i) a resolution appointing three (3) individuals identified in writing
+Added: by the Investors to fill the vacancies on the Board of Directors caused by the resignations of all of the members of the Board of Directors
+Added: as of the Closing Date, (ii) satisfactory evidence that all reasonably required waivers and/or settlement agreements with the Company’s
+Added: creditors, vendors and employees have been received, (iii) the Certificate of Designation of the rights and privileges of the Series
+Added: B Preferred Stock, (iv) satisfactory evidence that all third-party and governmental consents have been received or sent and not revoked,
+Added: (v) satisfactory evidence that all holders of equity of the Company with redemption rights or rights to participate in the issuance of
+Added: Series B Preferred Stock and the shares of Common Stock issuable upon conversion of such shares, if any, have been waived, (vi) satisfactory
+Added: evidence that all persons with the right to receive severance, retention bonuses, “stay” bonuses, change in control bonuses,
+Added: transaction bonuses or other similar payments or arrangements have waived any and all rights to receive such bonuses, (vii) satisfactory
+Added: evidence that identified all related party transactions have been terminated, (viii) satisfactory evidence that all employment agreements
+Added: have been terminated, (ix) satisfactory evidence that a satisfactory written opinion of the Company’s counsel that all of the Series
+Added: B Preferred Stock and the securities to be purchased pursuant to the Securities Purchase Agreement, dated on even date of the Purchase
+Added: Agreement, by and among David Elliot Lazar and the Investors are, and the shares of Common Stock underlying the Series B Preferred Stock
+Added: will be, duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities
+Added: laws, and none of such shares was or would be issued in violation of any preemptive rights or similar rights to subscribe for or purchase
+Added: securities, (x) the Company’s shares be listed on the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select
+Added: Market, or any successors to any of the foregoing by no later than December 31, 2024, and (xi) the approval from the stockholders
+Added: of the Company of the transactions contemplated by the Purchase Agreement.
+Added: The Company has evaluated subsequent events from September 30, 2024, through the date of this filing and has determined that there are no such events, other than those noted above, requiring recognition or disclosure in the financial statements.
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.