What changed in this filing

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Item 1. Financial Statements

2020-11-12 compared with 2020-08-14 · 194 added, 201 removed, 417 unchanged (49% of the section changed)

1 unchanged sentence

US dollars (except share data)

June 30, 2020

December 31, 2019

September 30,

Current Assets

5 unchanged sentences

Property and equipment, net

Long-Term Restricted Cash

Non-current Restricted Cash

LIABILITIES AND STOCKHOLDERS’

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Total Current Liabilities

Long Term Liabilities

Non-current Liabilities

Long-Term Loans from Stockholders

Operating lease liabilities, non-current

Total long-term liabilities

Total Non-current liabilities

Total Liabilities

3 unchanged sentences

500,000,000 shares authorized;

200,525,066 and 161,858,436 shares issued and outstanding as of June

30, 2020 and December 31, 2019, respectively

200,669,064 and 161,858,436 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively

Additional paid-in capital

7 unchanged sentences

TOTAL LIABILITIES AND STOCKHOLDERS’

EQUITY (DEFICIT)

accompanying notes are an integral part of these condensed consolidated financial statements

3 unchanged sentences

US dollars (except share data)

Six-month period ended June 30,

Three-month period ended June

Nine-month period ended September 30,

Three-month period ended September 30,

Research and development

4 unchanged sentences

Finance Income (expense), net:

Other comprehensive income (expenses):

Other comprehensive expenses:

Foreign currency translation adjustment

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US Dollars ( except share data)

Stockholders’

Accumulated Other

Total Stockholders’

Comprehensive

1 unchanged sentence

Balance at January 1, 2019

Loss for the period of three months

Other comprehensive income

(87,186,783 )

Loss for the period

Other comprehensive loss

Amounts allocated to Series D-1, D-2 and Series D-3 Warrants, net

3 unchanged sentences

Stock-based compensation

Balance at June 30, 2019

Balance at April 1, 2019

Loss for the period of three months

Other comprehensive income

Amounts allocated to Series D-1, D-2 and Series D-3 Warrants, net

Amount allocated to issuance of Common Stock from Series D offering

Warrants issued as consideration for placement agent services

Balance at September 30, 2019

(90,104,070 )

Balance at July 1, 2019

(89,107,293 )

Loss for the period

Other comprehensive loss

Stock-based compensation

Balance at June 30, 2019

Balance at September 30, 2019

(90,104,070 )

Balance at January 1, 2020

(90,702,929 )

Loss for the period

Other comprehensive loss

Amounts allocated to issuance of Common Stock

Issuance of Common Stock, net

Issuance of shares as settlement of financial liabilities

1 unchanged sentence

Stock-based compensation

Balance at June 30, 2020

Balance at April 1, 2020

Balance at September 30, 2020

(92,519,886 )

Balance at July 1, 2020

(92,010,871 )

Loss for the period

Other comprehensive income

Other comprehensive loss

Issuance of shares as settlement of financial liabilities

Stock-based compensation

Balance at June 30, 2020

Balance at September 30, 2020

(92,519,886 )

accompanying notes are an integral part of these condensed consolidated financial statements

APPLICATIONS, INC.

CONDENSED CONSOLIDATED

STATEMENTS OF CHANGE IN CASH FLOWS

Six-month period ended June 30.

CONSOLIDATED STATEMENTS OF CHANGE IN CASH FLOWS

Nine-month period ended

September 30.

CASH FLOWS FROM OPERATING ACTIVITIES

Loss for the period

$ (1,816,957 )

$ (2,917,287 )

Adjustments to reconcile net loss to net cash used in operating activities:

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Changes in assets and liabilities:

Decrease (increase) in accounts receivable

Increase in accounts receivable

Decrease (increase) in inventory

Decrease (Increase) in other current assets

Operating lease right-of-use assets

Increase (decrease) in accounts payable

Increase (decrease) in other current liabilities

Operating lease liabilities

Increase in other current assets

Decrease in accounts payable

Gain from settlement of liability to service provider

Decrease in other current liabilities

Net cash used in operating activities

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Effect of exchange rate changes on cash and cash equivalents, and restricted cash

Increase (decrease) in cash, cash equivalents, and restricted cash

Change in cash, cash equivalents, and restricted cash

Cash, cash equivalents, and restricted cash at beginning of the period

Cash, cash equivalents, and restricted cash, end of period

accompanying notes are an integral part of the condensed consolidated financial statements.

Supplementary

information on financing activities not involving cash flows (unaudited):

During the six months ending June 30, 2020,

the Company settled the independent board members’

fees for the first quarter of 2020 in the amount of approximately

$63,000 through the issuance of shares of common stock.

During the six months ending June 30, 2020,

$756,087 representing the fair value of warrants issued as consideration for placement agent services.

This amount was accounted

for as Warrants with down-round protection.

Upon issuance, the fair value was recognized as an increase in additional paid in

the period of nine months ending September 30, 2020 and 2019, the Company settled liability to the board members and management

in the amount of approximately $168 and $307 thousand, respectively via issuance of common stocks.

the period of nine months ending September 30, 2020, $756,087 representing the fair value of warrants issued as consideration

for placement agent services.

This amount was accounted for as Warrants with down-round protection.

Upon issuance, the fair value

was recognized as an increase in additional paid in capital.

accompanying notes are an integral part of the condensed consolidated financial statements.

APPLICATIONS, INC.

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glucose monitoring devices for use by people with diabetes and prediabetes.

its incorporation, the Company’s material operations have all been carried out

by Integrity Israel.

The development and commercialization of Integrity Israel’s

product is expected to require substantial expenditures.

The Company has not yet generated

significant revenues from operations, and therefore they are dependent upon external

sources for financing their operations.

As of June 30, 2020, the Company has an accumulated

deficit of $92,010,871.

In addition, in each year since its inception, the Company

reported losses from operations and negative cash flows from operating activities

As described in Note 3, on

February 14, 2020, the Company closed on a $15 million private placement of its common stock, for which it received net

cash in excess of $13,009,269.

As of June 30, 2020 the company has cash, cash equivalents and restricted cash in the

amount of $11,569,577, which is expected to be sufficient to meet its capital needs for at least 12 months from the

date of issuance of these financial statements, thus the Company is expected to be able to operate as a going concern

for at least 12 months from the date hereof.

its incorporation, the Company’s material operations have all been carried out by Integrity Israel.

The development

and commercialization of Integrity Israel’s product is expected to require substantial expenditures.

has not yet generated significant revenues from operations, and therefore they are dependent upon external sources for

financing their operations.

As of September 30, 2020, the Company has an accumulated deficit of $92,519,886.

in each year since its inception, the Company reported losses from operations and negative cash flows from operating activities

described in Note 3, on February 14, 2020, the Company closed on a $15 million private placement of its common stock,

for which it received net cash in excess of $13,009,269.

As of September 30, 2020, the company has cash, cash equivalents

and restricted cash in the amount of $10,764,299, which is expected to be sufficient to meet its capital needs for at

least 12 months from the date of issuance of these financial statements, thus the Company is expected to be able to operate

as a going concern for at least 12 months from the date hereof.

APPLICATIONS, INC.

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of presentation

accompanying unaudited condensed consolidated financial statements and related notes should be read in conjunction with our

consolidated financial statements and related notes contained in our Annual Report on Form 10-K for the fiscal year ended

December 31, 2019, filed with the Securities and Exchange Commission (“SEC”) on April 14, 2020.

The unaudited

condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the SEC related

to interim financial statements.

As permitted under those rules, certain information and footnote disclosures normally required

or included in financial statements prepared in accordance with U.S.

GAAP have been condensed or omitted.

The financial information

contained herein is unaudited;

however, management believes all adjustments have been made that are considered necessary to

present fairly the results of the Company’s financial position and operating results for the interim periods.

adjustments are of a normal recurring nature

results for the six months ended June 30, 2020 are not necessarily indicative of the results to be expected for the year ending

December 31, 2020 or for any other interim period or for any future period.

accompanying unaudited condensed consolidated financial statements and related notes should be read in conjunction with the

Company’s consolidated financial statements and related notes contained in the Company’s Annual Report on Form

10-K for the fiscal year ended December 31, 2019, filed with the Securities and Exchange Commission (“SEC”) on

April 14, 2020.

The unaudited condensed consolidated financial statements have been prepared in accordance with the rules

and regulations of the SEC related to interim financial statements.

As permitted under those rules, certain information and

footnote disclosures normally required or included in financial statements prepared in accordance with U.S.

GAAP have been

condensed or omitted.

The financial information contained herein is unaudited;

however, management believes all adjustments

have been made that are considered necessary to present fairly the results of the Company’s financial position and operating

results for the interim periods.

All such adjustments are of a normal recurring nature

results for the nine months ended September 30, 2020 are not necessarily indicative of the results to be expected for the

year ending December 31, 2020 or for any other interim period or for any future period.

of Consolidation

2 unchanged sentences

and transactions have been eliminated in consolidation.

(Loss) Per Share

Company computes net loss per share in accordance with ASC 260, “Earnings per share”.

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from the computation for a period in which a net loss is reported or if their effect is anti-dilutive.

amount of 81,346,964 and 78,900,534 weighted average outstanding stock options and stock warrants have been excluded from

the calculation of the diluted net loss per share for the period of nine months ended September 30, 2020 and 2019, respectively,

because the effect of the common shares issuable as a result of the exercise or conversion of these instruments was determined

to be anti-dilutive.

amount of 83,518,512 and 81,527,505 weighted average outstanding stock options and stock warrants have been excluded

from the calculation of the diluted net loss per share for the period of six months ended June 30, 2020 and 2019, respectively,

from the calculation of the diluted net loss per share for the period of three Months ended September 30, 2020 and 2019, respectively,

because the effect of the common shares issuable as a result of the exercise or conversion of these instruments was determined

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After a series of successful enhancements and approvals, the calibration process now takes just thirty minutes,

requires just three invasive reference measurements, and needs to be repeated only once every six months.

requires just three invasive reference measurements, and needs to be repeated only once every nine months.

With self-calibration,

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The Company received net proceeds of $13,009,269 after payment of fees to its placement agent and legal and accounting fees.

connection with the agreement, our placement agent was paid $1,950,000 in fees in connection therewith, and issued five years

warrant to purchase 3,750,000 shares at an exercise price per share of $0.40 with terms similar to the terms of the Placement

Agent Warrants issued in 2019.

connection with the agreement, the Company’s placement agent was paid $1,950,000 in fees in connection therewith, and

issued five years warrant to purchase 3,750,000 shares at an exercise price per share of $0.40 with terms similar to the terms

of the Placement Agent Warrants issued in 2019.

The fair value of the warrants as of the agreement date was $756,087.

be at risk as a result of the current COVID-19 pandemic.

Risks that could affect its business include the duration and scope of

the COVID-19 pandemic and the impact on the demand for its products;

actions by governments, businesses and individuals taken

in response to the pandemic;

Company may be at risk as a result of the current COVID-19 pandemic.

Risks that could affect its business include the duration

and scope of the COVID-19 pandemic and the impact on the demand for its products;

actions by governments, businesses and individuals

taken in response to the pandemic;

the length of time of the COVID-19 pandemic and the possibility of its reoccurrence;

the timing required

to develop effective treatments and a vaccine in the event of future outbreaks;

the eventual impact of the pandemic and actions

taken in response to the pandemic on global and regional economies;

and the pace of recovery when the COVID-19 pandemic subsides.

timing required to develop effective treatments and a vaccine in the event of future outbreaks;

the eventual impact of the

pandemic and actions taken in response to the pandemic on global and regional economies;

and the pace of recovery when the

COVID-19 pandemic subsides.

APPLICATIONS, INC.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (cont.)

Raw materials

Work in process

Finished products

provision for slow moving inventory

have entered into several non-cancellable operating lease agreements for our offices and three vehicles.

Our leases have

original lease periods expiring between 2020 and 2022.

Payments due under such lease contracts include primarily fix payments.

We do not assume renewals in our determination of the lease term unless the renewals are deemed to be reasonably assured at lease

commencement.

Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Company has entered into several non-cancellable operating lease agreements for the Company’s offices and three vehicles.

the Company’s leases have original lease periods expiring between 2020 and 2022.

Payments due under such lease contracts

include primarily fix payments.

the Company does not assume renewals in its determination of the lease term unless the renewals

are deemed to be reasonably assured at lease commencement.

the company’s lease agreements do not contain any material residual

value guarantees or material restrictive covenants.

components of lease costs, lease term and discount rate are as follows:

June 30, 2020

Nine Months Ended

September 30, 2020

Operating lease cost:

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LEASES (cont.)

following is a schedule, by years, of maturities of operating lease liabilities as of June 30, 2020:

June 30, 2020

following is a schedule, by years, of maturities of operating lease liabilities as of September 30, 2020:

September 30, 2020

The remainder of 2020

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FINANCING INCOME (EXPENSES), NET

period ended June 30,

Nine-month period ended September 30,

Three-month period ended September 30,

Israeli CPI linkage difference on principal of loans from stockholders

Exchange rate differences

Interest (Income) expenses on credit from banks and other

SUBSEQUENT EVENTS

Interest income on credit in bank

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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3 hours to complete.

In 2014, we received CE Mark approval for six months’

In 2014, we received CE Mark approval for nine months’

calibration validity of the same device.

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Accounting Policies

This Management’s

Discussion and Analysis of Financial Condition and Results of Operations discuss our financial statements, which have been prepared

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

Management’s Discussion and Analysis of Financial Condition and Results of Operations discuss 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 are 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.

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

However, 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 report, the most significant estimates and assumptions relate to determination of net realizable

value of inventory.

In connection with the preparation of our financial statements, we are 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

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.

However, 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 report, the most significant estimates and assumptions relate to determination

of net realizable value of inventory.

significant accounting policies are discussed in Note 2, Summary of Significant Accounting Policies, of the Notes to Consolidated

Financial Statements included elsewhere in this report.

Our management believes that, as for the financial statements for the

periods included in this report, the going concern assessment is a critical accounting policy.

However, due to the early stage

of operations of the Company, there are no other accounting policies that are considered to be critical accounting policies by

of Operations

following discussion of our operating results explains material changes in our results of operations for the six-month

period ended June 30, 2020 compared with the same period ended June 30, 2019.

The discussion should be read in conjunction with

the financial statements and related notes included elsewhere in this report.

Months ended June 30, 2020 compared to Six Months ended June 30, 2019

the six-month period ended June 30, 2020, we had revenues of $2,271 from orders for our GlucoTrack®

model DF-F glucose monitoring

device and PEC that are replaced every six months, as compared with $136,080 for the prior-year period due to a decrease in orders

for our products.

following discussion of our operating results explains material changes in our results of operations for the nine-month period

ended September 30, 2020 compared with the same period ended September 30, 2019.

The discussion should be read in conjunction

with the financial statements and related notes included elsewhere in this report.

Months ended September 30, 2020 compared to Nine Months ended September 30, 2019

the nine-month period ended September 30, 2020, we had revenues of $2,271 from orders for our GlucoTrack®

model DF-F glucose

monitoring device and PEC that are replaced every six months, as compared with $140,255 for the prior-year period due to a decrease

in orders for our products.

recognize revenues from sales of the GlucoTrack®

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and development expenses

and development expenses were $793,931 for the six-month period ended June 30, 2020, as compared to $826,239 for the prior-year

The decrease is attributable to a decrease in salary and other personnel-related expenses, including stock-based compensation

expenses during 2020.

and development expenses were $1,270,295 for the nine-month period ended September 30, 2020, as compared to $1,203,616 for the

prior-year period.

The increase is immaterial.

and development expenses consist primarily of salaries and other personnel-related expenses, including stock-based compensation

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and marketing expenses

and marketing expenses were $180,817 for the six-month period ended June 30, 2020, as compared to $276,296 for the prior-year

and marketing expenses were $274,183 for the nine-month period ended September 30, 2020, as compared to $444,555 for the prior-year

The decrease is primarily attributable to the Company’s decision to reduce

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and administrative expenses

and administrative expenses were $394,198 for the six-month period ended June 30, 2020, as compared to $952,904 for the

and administrative expenses were $711,795 for the nine-month period ended September 30, 2020, as compared to $1,391,916 for the

prior-year period.

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fees for legal and accounting services.

income, net was $58,733 for the six-month period ended June 30, 2020, as compared to financing expenses of $1,151 for the

income, net was $98,978 for the nine-month period ended September 30, 2020, as compared to financing expenses of $17,455 for the

prior-year period.

For more information see Note 5 to the financial statements.

loss was $1,307,942 for the six-month period ended June 30, 2020, as compared to $1,920,510 for the prior-year period.

The decrease in net loss is attributable primarily to the decrease in our operating expenses, as described above.

Months ended June 30, 2020 compared to Three Months ended June 30, 2019

the three-month period ended June 30, 2020, we had revenues of $97 from orders for our GlucoTrack®

loss was $1,816,957 for the nine-month period ended September 30, 2020, as compared to $2,917,287 for the prior-year period.

decrease in net loss is attributable primarily to the decrease in our operating expenses, as described above.

Months ended September 30, 2020 compared to Three Months ended September 30, 2019

the three-month period ended September 30, 2020, we had zero revenues from orders for our GlucoTrack®

model DF-F glucose monitoring

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and development expenses

and development expenses were $378,892 for the three-month period ended June 30, 2020, as compared to $401,122 for the

prior-year period.

The decrease is attributable to a decrease in salary and other personnel-related expenses, including stock-based

compensation expenses during 2020.

and development expenses were $476,364 for the three-month period ended September 30, 2020, as compared to $377,377 for the prior-year

The increase is attributable to an increase in salary and other personnel-related expenses during 2020.

and development expenses consist primarily of salaries and other personnel-related expenses, including stock-based compensation

expenses, materials, (including provision for slow inventory), travel expenses, clinical trials and other expenses.

research and development expenses to increase in 2020 and beyond, primarily due to hiring additional personnel and developing

our product line, as well as improvement of the GlucoTrack®

however, we may adjust or allocate the level of our

research and development expenses based on available financial resources and based on our commercial needs, including the FDA

registration process, specific requirements from customers, development of new GlucoTrack®

expenses, materials, travel expenses, clinical trials and other expenses.

We expect research and development expenses to increase

in 2020 and beyond, primarily due to hiring additional personnel and developing our product line, as well as improvement of the

GlucoTrack®

however, we may adjust or allocate the level of our research and development expenses based on available

financial resources and based on our commercial needs, including the FDA registration process, specific requirements from customers,

development of new GlucoTrack®

models and others.

and marketing expenses

and marketing expenses were $90,061 for the three-month period ended June 30, 2020, as compared to $150,953 for the prior-year

and marketing expenses were $93,366 for the three-month period ended September 30, 2020, as compared to $168,259 for the prior-year

The decrease is primarily attributable to the Company’s decision to reduce

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and administrative expenses

and administrative expenses were $142,329 for the three-month period ended June 30, 2020, as compared to $452,749 for the

and administrative expenses were $317,597 for the three-month period ended September 30, 2020, as compared to $439,012 for the

prior-year period.

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fees for legal and accounting services.

income, net was $37,012 for the three-month period ended June 30, 2020, as compared to financing expenses of $4,551 for

income (expenses), net

income, net was $40,245 for the three-month period ended September 30, 2020, as compared to financing expenses of $16,304 for

the prior-year period.

For more information see Note 5 to the financial statements.

loss was $574,173 for the three-month period ended June 30, 2020, as compared to $898,857 for the prior-year period.

loss was $509,015 for the three-month period ended September 30, 2020, as compared to $996,777 for the prior-year period.

decrease in net loss is attributable primarily to the decrease in our operating expenses, as described above.

and Capital Resources

of June 30, 2020, cash on hand was approximately $11.5 million as a result of our $15 million private placement which closed during

February 2020, for which we received net cash of approximately $13 million.

Based on our current cash burn rate, strategy and

operating plan, we believe that our cash and cash equivalents will enable us to operate for a period in excess of one year from

the date of this report.

In order to fund our anticipated liquidity needs beyond such period (or possibly earlier if our current

cash burn rate, strategy or operating plan change in a way that accelerates or increases our liquidity needs), we will need to

raise additional capital.

Avner Gal and

Zvi Cohen collectively loaned Integrity Israel NIS 176,000 ($50,286 based on the exchange rate of 3.5 NIS/dollar as of

June 30, 2020) on May 15, 2002 pursuant to a board approval.

Nir Tarlovsky, Yitzhak Fisher and Asher Kugler loaned Integrity

Israel NIS 336,300 ($96,085 based on the same exchange rate) on March 16, 2004.

These loans are not required to be repaid

until the first year in which we realize profits in our annual statement of operations (accounting profit).

At such time, the

loans are to be repaid on a quarterly basis in an amount equal to 10% of our total sales in the relevant quarter, beginning on

the quarter following the first year in which we realize profits in our annual statement of operations.

The total amount to be

repaid by us to each lender shall be an amount equal to the aggregate principal amount loaned by such lender to us, plus an amount

equal to the product of the amount of each payment made by us in respect of such loan multiplied by the percentage difference

of September 30, 2020, cash on hand was approximately $10.7 million as a result of our $15 million private placement which closed

during February 2020, for which we received net cash of approximately $13 million.

Based on our current cash burn rate, strategy

and operating plan, we believe that our cash and cash equivalents will enable us to operate for a period in excess of one year

from the date of this report.

In order to fund our anticipated liquidity needs beyond such period (or possibly earlier if our

current cash burn rate, strategy or operating plan change in a way that accelerates or increases our liquidity needs), we will

need to raise additional capital.

Avner Gal and Zvi Cohen collectively loaned Integrity Israel NIS 176,000 ($51,764 based on the exchange rate of 3.4 NIS/dollar

as of September 30, 2020) on May 15, 2002 pursuant to a board approval.

Nir Tarlovsky, Yitzhak Fisher and Asher Kugler

loaned Integrity Israel NIS 336,300 ($98,912 based on the same exchange rate) on March 16, 2004.

These loans are not required

to be repaid until the first year in which we realize profits in our annual statement of operations (accounting profit).

time, the loans are to be repaid on a quarterly basis in an amount equal to 10% of our total sales in the relevant quarter, beginning

on the quarter following the first year in which we realize profits in our annual statement of operations.

The total amount to

be repaid by us to each lender shall be an amount equal to the aggregate principal amount loaned by such lender to us, plus an

amount equal to the product of the amount of each payment made by us in respect of such loan multiplied by the percentage difference

between the Israeli Consumer Price Index on the date on which the loan was made and the Israeli Consumer Price Index on the date

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plan up to an amount equal to $93,300, plus interest at LIBOR from the date of grant.

As of June 30, 2020, the contingent liability

with respect to royalty payment on future sales equaled approximately $34,000, excluding interest.

Cash Used in Operating Activities for the Six-Month Periods Ended June 30, 2020 and June 30, 2019

cash used in operating activities was $1,892,003 and $2,041,043 for the six-month periods ended June 30, 2020 and 2019,

As of September 30, 2020, the contingent

liability with respect to royalty payment on future sales equaled approximately $34,000, excluding interest.

Cash Used in Operating Activities for the Nine-month Periods Ended September 30, 2020 and September 30, 2019

cash used in operating activities was $2,656,834 and $3,102,508 for the nine-month periods ended September 30, 2020 and 2019,

respectively.

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respectively.

Cash Used in Investing Activities for the Six-Month Periods Ended June 30, 2020 and June 30, 2019

cash used in investing activities was $14,842 and $9,913 for the six-month periods ended June 30, 2020 and 2019, respectively,

Cash Used in Investing Activities for the Nine-month Periods Ended September 30, 2020 and September 30, 2019

cash used in investing activities was $45,900 and $22,554 for the nine-month periods ended September 30, 2020 and 2019, respectively,

and was used to purchase equipment (such as computers, research and development, and office equipment).

Cash Provided by Financing Activities for the Six-Month Periods Ended June 30, 2020 and June 30, 2019

cash provided by financing activities was $13,009,269 and $4,198,574 for the six-month periods ended, June 30, 2020 and 2019,

Cash Provided by Financing Activities for the Nine-month Periods Ended September 30, 2020 and September 30, 2019

cash provided by financing activities was $13,009,269 and $4,198,574 for the nine-month periods ended, September 30, 2020 and

2019, respectively.

Cash provided by financing activities for the six-month period ended June 30, 2020 reflected net capital raised

from the February 2020 private placement and issuance of our common stock.

Cash provided by financing activities for the six-month

period ended June 30, 2019, reflected net capital raised from the issuance of Series D Units.

Cash provided by financing activities for the nine-month period ended September 30, 2020 reflected net capital

raised from the February 2020 private placement and issuance of our common stock.

Cash provided by financing activities for the

nine-month period ended September 30, 2019, reflected net capital raised from the issuance of Series D Units.

Sheet Arrangements

of June 30, 2020, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K.

of September 30, 2020, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K.

Quantitative and Qualitative Disclosures About Market Risk.

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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-Q

Item 1. Financial Statements