What changed in this filing

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Item 1. Financial Statements

2021-08-16 compared with 2021-05-21 · 132 added, 322 removed, 117 unchanged (80% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

June 30, 2021

December 31, 2020

In thousands of US dollars

(except share data)

March 31, 2021

June 30, 2021

December 31, 2020

3 unchanged sentences

Other current assets

current assets

Total current assets

Operating lease right-of-use assets, net

1 unchanged sentence

Non-current Restricted Cash

LIABILITIES AND STOCKHOLDERS’

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities

8 unchanged sentences

Total Liabilities

Stockholders’

Common Stock of $ 0.001 par value (“Common Stock”):

Stockholders’ Equity

Common Stock of $ 0.001 par value (“Common Stock”):

500,000,000 shares authorized;

200,781,064 shares issued and outstanding as of March 31, 2021

and December 31, 2020

15,444,697 shares issued and outstanding as of June 30, 2021 and December 31, 2020

Additional paid-in capital

Accumulated other comprehensive income

Receipts on account of shares

Accumulated deficit

Total Stockholders’

TOTAL LIABILITIES AND STOCKHOLDERS’

Total Stockholders’ equity

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

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

1 unchanged sentence

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

In thousands of US dollars

Three-month period ended March 31,

Research and development expenses

Selling and Marketing

General and administrative expenses

US dollars (except share data)

period ended June 30,

Research and development

Selling and marketing expenses

General and administrative

Total operating expenses

Operating Loss

Financing income (expense), net

Loss for the period

Other comprehensive income:

Finance Income, net

Other comprehensive expenses:

Foreign currency translation adjustment

Comprehensive loss for the period

Loss per share (Basic and Diluted)

Common shares used in computing Basic and Diluted Loss per share

Net Loss per Common Share

Average number of common shares used in computing basic and diluted loss per share

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

APPLICATIONS, INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’

dollars (except share data)

Accumulated other

Total Stockholders’

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

Comprehensive

Balance as of January 1, 2020

Loss for the period of three months

Other comprehensive income

Issuance of Common Stock net of cash issuance costs

Total Stockholders’ Equity (Deficit)

US Dollars (except share data)

Stockholders’

Comprehensive

Balance at January 1, 2020

Loss for the period

Other comprehensive loss

Amounts allocated to issuance of Common Stock

Issuance of shares as settlement of financial liabilities

Warrants issued as consideration for placement services

Warrants issued as consideration for placement agent services

Stock-based compensation

Balance as of March 31, 2020

dollars (except share data)

comprehensive

Stockholders’

Balance as of January 1, 2021

Balance at June 30, 2020

Balance at April 1, 2020

Loss for the period of three months

Other comprehensive income

Other comprehensive loss

Issuance of shares as settlement of financial liabilities

Stock-based compensation

Balance as of March 31, 2021

Balance at June 30, 2020

Balance at January 1, 2021

Loss for the period

Other comprehensive loss

Issuance of shares as settlement of financial liabilities

Stock-based compensation

Balance at June 30, 2021

Balance at April 1, 2021

Loss for the period

Other comprehensive loss

Stock-based compensation

Issuance of shares as settlement of financial liabilities

Balance at June 30, 2021

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

APPLICATIONS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three-month period ended March 31,

Six-month period ended June 30.

CASH FLOWS FROM OPERATING ACTIVITIES

Loss for the period

Adjustments to reconcile loss for the period to net cash used in operating activities:

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

Capital loss on sale of property and equipment

Stock-based compensation

3 unchanged sentences

Increase in inventory

Decrease (increase) in other current assets

Increase in other current assets

Decrease in accounts payable

Increase (Decrease) in other current liabilities

Decrease in other current liabilities

Net cash used in operating activities

CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds from sale of property and equipment

Purchase of property and equipment

Net cash used in investing activities

Net cash provided by (used in) investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

Issuance of Common Stock net of cash issuance expenses

Proceeds from issuance of common stock, net of cash issuance expenses

Net cash provided by financing activities

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

Change in cash, cash equivalents, and restricted cash

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

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

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

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

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

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

Supplementary

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

the three months ending March 31, 2020, the Company settled the board members fees for the first quarter of 2020 in the amount

of $63 thousand through the issuance of 158,237 shares of common stock (issuance of the abomination stocks was done on the second quarter of 2020).

the three months ending March 31, 2020, $756 thousand representing the fair value of warrants issued as consideration for placement

agent services.

the six months ending June 30, 2021 and 2020, the Company settled independent board members’ fees for the first half

of 2021 and 2020 in the amount of approximately $ 10 and $ 126 thousand through the issuance of shares of common stock.

the six months ending June 30, 2020, an amount of $ 756

thousand 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.

Upon issuance,

the fair value was recognized as an increase in additional paid in capital.

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

APPLICATIONS, INC.

1 unchanged sentence

Applications, Inc.

(the “Company”) was incorporated on May 18, 2010 under the laws of the State of Delaware.

15, 2010, Integrity Acquisition Corp.

(hereinafter:

“Integrity Acquisition”), a wholly owned Israeli subsidiary

of the Company, which was established on May 23, 2010, completed a merger with A.D.

1 unchanged sentence

(hereinafter:

“Integrity

Israel”), an Israeli corporation that was previously held by the stockholders of the Company.

Pursuant to the merger, all equity

6 unchanged sentences

on the design, development and commercialization of non-invasive 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

The development and commercialization of Integrity Israel’s product is expected

to require substantial expenditures.

The Group has not yet generated significant revenues

from operations, and therefore they are dependent upon external sources for financing their

As of March 31, 2021, the Company has an accumulated deficit of $94,303 thousand.

In addition, in each year since its inception, the Company reported losses from operations

and negative cash flows from operating activities

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 thousand.

As of March 31,2021, the company had cash and cash equivalents in the amount of approximately

$8,887 thousand, which is expected to be sufficient to meet its capital needs for at least 12 months from the date of issuance

of these interim 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.

The Group has not yet generated significant

revenues from operations, and therefore they are dependent upon external sources for financing their operations.

As of June 30, 2021,

the Company has an accumulated deficit of $ 95,156 thousand.

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

from operations and negative cash flows from operating activities

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 thousand.

As of June 30,2021, the company had cash and cash equivalents in the amount of approximately $ 7,892 thousand,

which is expected to be sufficient to meet its capital needs for at least 12 months from the date of issuance of these interim 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.

On August 13, 2021, the Company effected a reverse split

of its Ordinary Shares in a ratio of 1 for 13 (the “Reverse Share Split”), see more details in Note 4.

APPLICATIONS, INC.

1 unchanged sentence

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of presentation

Basis 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, 2020, filed

with the Securities and Exchange Commission (“SEC”) on April 13, 2021.

The unaudited condensed consolidated financial

5 unchanged sentences

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 three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending

December 31, 2021 or for any other interim period or for any future period.

results for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year

ending December 31, 2021 or for any other interim period or for any future period.

of Consolidation

3 unchanged sentences

Loss Per Share

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

Basic loss per share is computed

6 unchanged sentences

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

amount of 84,260,774 and 82,442,314 outstanding stock options and stock warrants have been excluded from the calculation

of the diluted net loss per share for the period of three months ended March 31, 2021 and 2020, 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 6,360,344

and 6,417,525

outstanding stock options and stock warrants

have been excluded from the calculation of the diluted net loss per share for the periods of six months ended June 30, 2021

and 2020, respectively, because the effect of the common shares issuable as a result of the exercise of such

instruments was determined to be anti-dilutive.

APPLICATIONS, INC.

1 unchanged sentence

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

of estimates in the preparation of financial statements

Use of estimates in the preparation of financial statements

preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States

GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities

and the disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts

2 unchanged sentences

As applicable to these consolidated

financial statements, the most significant estimates and assumptions relate to the determination of net realizable value of inventory.

interim financial statements, the most significant estimates and assumptions relate to the determination of net realizable

value of inventory.

Reclassified Amounts

prior year amounts have been reclassified for consistency with the current year presentation.

These reclassifications did not have

material effect on the reported results of operations, shareholder’s equity or cash flows .

APPLICATIONS, INC.

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

company has entered into several non-cancelable operating lease agreements for the company’s offices and few vehicles.

The company’s leases have original lease periods expiring between 2021 and 2023.

Payments due under such lease contracts

include primarily fix payments.

The company does not assume renewals in the 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.

material effect on the reported results of operations, shareholder’s equity or cash flows .

company has entered into several non-cancelable operating lease agreements for the company’s offices and few vehicles.

The company’s

leases have original lease periods expiring between 2021 and 2023.

Payments due under such lease contracts include primarily fix payments.

The company does not assume renewals in the 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

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

Three Months Ended

March 31, 2021

SCHEDULE OF LEASE COSTS, LEASE TERM AND DISCOUNT

Six Months Ended

June 30, 2021

Operating lease cost:

1 unchanged sentence

Weighted Average Discount Rate

following is a schedule, by years, of maturities of operating lease liabilities as of March 31, 2021:

March 31, 2021

The remainder of 2021

Total operating lease payments

APPLICATIONS, INC.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont.)

3 – LEASES (cont.)

following is a schedule, by years, of maturities of operating lease liabilities as of June 30, 2021:

SCHEDULE OF OPERATING LEASE MATURITY PAYMENTS

remainder of 2021

operating lease payments

imputed interest

Present value of lease liabilities

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

Note Regarding Forward-Looking Statements

Quarterly Report on Form 10-Q contains forward-looking statements.

These forward-looking statements include statements about our expectations,

beliefs or intentions regarding our product development efforts, business, financial condition, results of operations, strategies and

All statements other than statements of historical fact included in this Quarterly Report on Form 10-Q, including statements

regarding our future activities, events or developments, including such things as future revenues, capital raising and financing, product

development, clinical trials, regulatory approval, market acceptance, responses from competitors, capital expenditures (including the

amount and nature thereof), business strategy and measures to implement strategy, competitive strengths, goals, expansion and growth

of our business and operations, plans, references to future success, projected performance and trends, and other such matters, are forward-looking

The words “believe,”

“expect,”

“anticipate,”

“intend,”

“estimate,”

“plan,”

“may,”

“will,”

“could,”

“would,”

“should”

and other similar

words and phrases, are intended to identify forward-looking statements.

The forward-looking statements made in this Quarterly Report

on Form 10-Q are based on certain historical trends, current conditions and expected future developments as well as other factors we

believe are appropriate in the circumstances.

These statements relate only to events as of the date on which the statements are made

and we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events

or otherwise, except as required by law.

All of the forward-looking statements made in this Quarterly Report on Form 10-Q are qualified

by these cautionary statements and there can be no assurance that the actual results anticipated by us will be realized or, even if substantially

realized, that they will have the expected consequences to or effects on us or our business or operations.

Whether actual results will

conform to our expectations and predictions is subject to a number of risks and uncertainties that may cause actual results to differ

Risks and uncertainties, the occurrence of which could adversely affect our business, include the risks identified under

the caption “Risk Factors”

included in our annual report on Form 10-K for the year ended December 31, 2020.

The following

discussion should be read in conjunction with the condensed consolidated financial statements and the notes thereto included in Item

1 of this Quarterly Report on Form 10-Q.

We are a medical device

company, founded in 2001, focused on the design, development and commercialization of non-invasive glucose monitoring devices for

use by people with diabetes and prediabetes.

We have developed a non-invasive blood glucose monitor, the GlucoTrack®

glucose monitoring device, which is designed to help people with diabetes obtain blood glucose level readings without the pain,

inconvenience, cost and difficulty of conventional (invasive) spot finger stick devices.

The GlucoTrack®

model DF-F utilizes a

patented combination of ultrasound, electromagnetic and thermal technologies to obtain blood glucose measurements in less than one

minute via a small sensor that is clipped onto one’s earlobe and connected to a small, handheld control and display unit, all

without drawing blood.

are currently developing our own companion applications and a cloud-based solution, as well as conducting ongoing discussions with potential

partners, to offer an effective platform to provide real time, data driven personalized tools to effectively help a user manage their

In addition to being a critical and effective management tool for the end user, we believe that third parties such as insurers,

pharmaceutical companies and advertisers would be willing to pay for the de-identified data that we will obtain through our platform,

and that this is an opportunity for us to develop an additional revenue source.

June 2013, we received the initial Conformité

Européene (CE) Mark (indicating the conformity of the Company’s product

with health, safety, and environmental protection standards for products sold within the European Economic Area) approval for the GlucoTrack®

model DF-F non-invasive glucose monitoring device from DEKRA Certification B.V., our European notified body (the “Notified Body”),

which is an entity that has been accredited by a member state of the European Union (“EU”) to assess whether a product to

be placed on the market meets certain preordained standards.

original approval required that the device be re-calibrated every 30 days, with each such re- calibration taking between 2.5 and 3 hours

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

calibration validity of the same device.

This approval eliminated

the need for monthly re-calibrations and enabled the calibration process to be conducted only when the sensor is replaced, once every

In 2015, we received a further approval from the Notified Body for improvements to the GlucoTrack®

model DF-F to simplify

and shorten the initial calibration process for the device (from approximately 2.5 hours to approximately half an hour).

All these improvements

enhance the competitiveness of the device and its commercial viability.

In addition, we received approval from the Notified Body on the

updated intended use for the device, which expands the intended user population to include not only Type 2 diabetics, but also people

suffering from pre-diabetes conditions, which we believe represents a material expansion of the potential market for the device.

in 2015, we received approval from the Notified Body for further improvements to the GlucoTrack®

model DF-F that increase the accuracy

and efficacy of the device.

January 21, 2020, the Company announced that it has received CE Mark approval for a major enhancement to GlucoTrack, allowing for a user

to perform the calibration process by themselves, without the need for a certified calibrator.

The initial CE Mark approval received

for GlucoTrack required a calibration process that took three hours to complete, required eight invasive finger stick reference measurements,

needed to be repeated every thirty days and required a certified calibrator to perform the calibration.

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.

With self-calibration, a user can now perform this simplified process in the privacy

and convenience of their own home.

As a result of these incremental, but important, enhancements to the performance of the device, we

believe that the product is ready for commercial launch in specific market segments.

and quality are non-negotiables in the medical devices industry.

Regulatory requirements are increasingly stringent throughout every

step of a product’s life cycle, including service and delivery.

More and more, organizations in the industry are expected to

demonstrate their quality management processes and ensure best practice in everything they do.

ISO 13485, is an internationally

agreed standard that sets out the requirements for a quality management system specific to the medical devices industry.

19, 2016, we received an extension of our ISO 13485:2003 certificate and Annex II certification from the EU.

The ISO 13485:2003

certification signifies that we have met the standards required for company-wide implementation of device quality management

The scope of the certification is design, development, manufacture and service of non-invasive glucose monitoring systems

for home use.

Annex II also addresses quality control systems.

The certification allows us to self-certify certain modifications and

changes and simplifies some of the reporting to and review by the relevant Notified Body.

This can shorten the CE-mark review

process of future GlucoTrack®

model DF-F enhancements or revisions, including software updates and other improvements of the

device that do not affect the intended use and/or safety performance.

The ISO 13485:2003 and Annex II certifications enable us to

potentially reduce the time to market for product sales on new, enhanced or modified GlucoTrack®

the second half of 2017 we conducted a strategic review of our previous commercial activities.

We established a cross-functional task

force with the goal of reviewing the current commercial performance in all countries and identifying the critical success factors (CSF’s)

necessary for successful commercialization.

The CSF’s that were determined to be most important to our future commercial success

1) selecting the right distribution partner within countries that have knowledge and experience in diabetes, the appropriate

capabilities and proven performance in the sales, marketing, and customer service in support of medical devices, and a commitment to

investing the appropriate resources required for a successful launch and building of the business;

2) segmenting and targeting the right

customers including key opinion leaders, treating physicians, and diabetes nurses within the healthcare provider communities as well

as those patient groups that will benefit most from the use of a non-invasive device;

3) revising the cost structure for GlucoTrack®

so that it will be more affordable on a monthly basis for patients;

and 4) working with government authorities and health insurance companies

to achieve full or partial reimbursement for GlucoTrack®

within covered medical plans.

have started the implementation of this new commercial program by selecting the Netherlands, where we will pilot this approach as our

proof-of-concept.

This country was chosen based on the relatively smaller size of the marketplace that will allow us to be able to rapidly

assess our performance and make adjustments as necessary.

On December 22, 2017 we signed an exclusive distribution agreement with a new

partner in the Netherlands (MediReva B.V.) and are underway.

We have been working closely with our new distributor and have accomplished:

product and disease area training across the organization;

segmentation of the local target audiences including key opinion leaders,

treating physicians, and diabetes nurses.

The most important aspect of our launch preparations are the discussions being held with many

health insurance companies.

Approval of full or partial reimbursement by the health insurance companies will be a key factor in enabling

us to achieve significant sales volume.

We are currently working with several of these companies on initial pilot programs with GlucoTrack®

as an important step towards reimbursement approval.

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

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

COVID-19 pandemic and the impact on the demand for our 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.

Accounting Policies

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 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.

of Operations

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

March 31, 2021 compared with the same period ended March 31, 2020.

The discussion should be read in conjunction with the financial statements

and related notes included elsewhere in this report.

Months ended March 31, 2021 compared to Three Months ended March 31, 2020

the three-month period ended March 31, 2021, we had no revenues.

and development expenses

and development expenses were $309 thousand for the three-month period ended March 31, 2021, as compared to $413 thousand for the prior-year

The decrease is immaterial.

and development expenses consist primarily of salaries and other personnel-related expenses, materials, clinical trials and other expenses.

We expect research and development expenses to increase in 2021 and beyond, primarily due to hiring additional personnel and developing

our next generation product line, 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 $23 thousand for the three-month period ended March 31, 2021, as compared to $91 thousand for the prior-year

The decrease is immaterial .

and marketing expenses consist primarily of professional services, salaries, travel expenses and other related expenses.

and administrative expenses

and administrative expenses were $564 thousand for the three-month period ended March 31, 2021, as compared to $252 thousand for the

prior-year period.

The increase is primarily attributable to hiring of new and augmented personnel to move forward our business agenda.

and administrative expenses consist primarily of professional services, salaries, travel expenses and other related expenses for executive,

finance and administrative personnel, including stock-based compensation expenses.

Other general and administrative costs and expenses

include facility-related costs not otherwise included in research and development costs and expenses, and professional fees for legal

and accounting services.

expenses, net was approximately $8 thousand for the three-month period ended March 31, 2021, as compared to financing income of $22 thousand

for the prior-year period.

loss was $904 thousand for the three-month period ended March 31, 2021, as compared to $734 thousand for the prior-year period.

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

and Capital Resources

of March 31, 2021, cash on hand was approximately $8.9 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.

Cash Used in Operating Activities for the Three-Month Periods Ended March 31, 2021 and March 31, 2020

cash used in operating activities was $933 thousand and $989 thousand for the three-month periods ended March 31, 2021 and 2020, respectively.

Net cash used in operating activities primarily reflects the net loss for those periods of $904 thousand and $734 thousand, respectively.

Cash Used in Investing Activities for the Three-Month Periods Ended March 31, 2021 and March 31, 2020

cash used in investing activities was $0 and $15 thousand for the three-month periods ended March 31, 2021 and 2020, respectively, and

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

Cash Provided by Financing Activities for the Three-Month Periods Ended March 31, 2021 and March 31, 2020

cash provided by financing activities was $0 and $13,009 thousand for the three-month periods ended, March 31, 2021 and 2020, respectively.

Cash provided by financing activities for the three-month period ended March 31, 2020 reflected net capital raised from the February

2020 private placement and issuance of our common stock.

Sheet Arrangements

of March 31, 2021, 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.

required for smaller reporting companies.

value of lease liabilities

4 – SUBSEQUENT EVENTS

connection with its application to list its shares on NASDAQ, on August

13, 2021, the Company effected a reverse split of its Ordinary Shares in a ratio of 1

for 13 (the “Reverse Share Split”).

For accounting purposes, all Shares, options and warrants to purchase Ordinary Shares and loss per share amounts have been adjusted

to give retroactive effect to this Reverse Share Split for all periods presented in these consolidated interim financial statements.

Any fractional shares resulting from the Reverse Share Split were rounded up to the nearest whole share.

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