What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2022-04-12 compared with 2021-04-08 · 2 added, 481 removed, 30 unchanged (94% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder

Matters and Issuer Purchases of Equity Securities.

1 unchanged sentence

Our common stock is listed for trading on the

NASDAQ Global Select Market, or NASDAQ, under the symbol “GURE”.

We have never paid cash dividends on our common

25 unchanged sentences

Recent Sales of Unregistered Securities

Selected Financial Data.

Pursuant to Item 301(c) of Regulation S-K (§

229.301(c)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,”

as defined by Rule 229.10(f)(1).

Management’s Discussion and Analysis of Financial

Condition and Results of Operations.

We are a holding company which conducts operations

through our wholly-owned China-based subsidiaries.

Our business is conducted and reported in four segments, namely, bromine,

crude salt, chemical products and natural gas.

Through our wholly-owned subsidiary, SCHC, we

produce and trade bromine and crude salt.

We are one of the largest producers of bromine in China, as measured by production output.

Elemental bromine is used to manufacture a wide variety of bromine compounds used in industry and agriculture.

Bromine also is used to

form intermediary chemical compounds such as Tetramethylbenzidine.

Bromine is commonly used in brominated flame retardants,

fumigants, water purification compounds, dyes, medicines and disinfectants.

Crude salt is the principal material in alkali

production as well as chlorine alkali production and is widely used in the chemical, food and beverage, and other industries.

Through our wholly-owned subsidiary, SYCI, we

manufacture and sell chemical products used in oil and gas field exploration, oil and gas distribution, oil field drilling, papermaking

chemical agents, inorganic chemicals and materials that are used for human and animal antibiotics.

Our wholly-owned subsidiary, DCHC, was established

to explore and develop natural gas and brine resources (including bromine and crude salt) in Sichuan Province, China.

As disclosed in the Company’s Current Report

on Form 8-K filed on September 8, 2017, the Company received, on September 1, 2017, letters from the Yangkou County, Shouguang City government

addressed to each of its subsidiaries, SCHC and SYCI, which stated that in an effort to improve the safety and environmental protection

management level of chemical enterprises, the plants are requested to immediately stop production and perform rectification and improvements

in accordance with the country’s new safety and environmental protection requirements.

In the Company’s press release of

August 11, 2017 and on its conference call of August 14, 2017, the Company addressed concerns that increased government enforcement of

stringent environmental rules that were adopted in early 2017 to insure corporations bring their facilities up to necessary standards

so that pollution and other negative environmental issues are limited and remediated, could have an impact on our business in both the

short and long-term.

The Company also expressed that although it believed its facilities were fully compliant at the time, the Company

did not know how its facilities would fare under the new rules.

Teams of inspectors from the government were sent to many provinces to

inspect all mining and manufacturing facilities.

The local government requested that facilities be closed, so that the facilities could

undergo the inspection and analysis in the most efficient manner by inspectors’

As a result, our facilities were closed on

September 1, 2017.

The Company believes that this is another step

by the government to improve the environment.

It further believes the goal of the government is not to close all plants, but rather to

codify the regulations related to project approval, land use, planning approval and environmental protection assessment approval so that

illegal plants are not able to open in the future and so that plants close to population centers do not cause serious environmental damage.

In addition, the Company believes that the Shandong provincial government wants to assure that each of its regional and county governments

has applied the Notice in a consistent manner.

The Shouguang City Bromine Association, on

behalf of all the bromine plants in Shouguang, started discussions with the local government agencies.

The local governmental

agencies confirmed the facts that their initial requirements for the bromine industry did not include the project approval, the

planning approval and the land use rights approval and that those three additional approvals were new requirements of the provincial

The Company understood from the local government that it has been coordinating with several government agencies to solve

these three outstanding approval issues in a timely manner and that all the affected bromine plants will not be allowed to commence

production prior to obtaining those approvals.

In February 2019, the Company received a notification from the local

government of Yangkou County that its Factory No.

9 have passed inspection and could resume operations.

2019, Factory No.

7 resumed operations.

On February 28, 2020, the Company announced that

it received an approval from the government to resume bromine production after winter temporary closure.

Subsequently, it received another

approval from the Shouguang Yangkou People’s Government dated on March 5, 2020 to resume production at its bromine factories No.1,

4, No.7 and No.

9 in order to meet the needs of bromide products for epidemic prevention and control.

With these two approvals, the

Company was allowed to resume production at all four bromine factories.

The Company is still waiting for governmental

approval for factories No.2, No.8, and No.10.

To its knowledge, the government is currently completing its planning process for all mining

areas including that for prevention of flood.

As a result, the Company may be required to make some modifications to our current wells

and aqueducts prior to commencement of operations of these factories to satisfy the local government's requirements.

The Company expects

to receive approvals for these factories in the second half of 2021 due to the COVID-19 impact.

However, there is no assurance that we will be able to obtain the approvals necessary to operate those factories from the government.

On November 24, 2017, Gulf Resources received

a letter from the People’s Government of Yangkou County, Shouguang City notifying the Company that due to the new standards and

regulations relating to safety production and environmental pollution, from certain local governmental departments, such as the municipal

environmental protection department, the security supervision department and the fire department, its chemical enterprises would have

to be relocated to a new industrial park called Bohai Marine Fine Chemical Industry Park.

Although our chemical companies were

in compliance with regulations, they were also close to a residential area.

As a result, the government determined we should relocate

to the Bohai park.

Chemical companies that are not being asked to move into the park are being permanently closed.

Since our factories

closed, the Company has secured from the government the land use rights for its chemical plant On January 6, 2020, the Company received

the environmental protection approval by the government of Shouguang City, Shandong Province for the proposed Yuxin Chemical factory.

The Company began the construction on its new chemical facilities located at Bohai Marine Fine Chemical Industrial Park in June 2020.

The construction is expected to take approximately one year, and an additional six months to complete the equipment installation and testing.

The Company expects to begin trial production at the beginning of 2022.

In January 2017, the Company completed the first

brine water and natural gas well field construction in Sichuan Province and announced the commencement of trial production.

has been working with Xinan Shiyou Daxue (Southwest Petroleum University) and developed a solution to DHCH’s technical drilling

In resolving the problem, the Company purchased customized equipment for its natural gas project.

The installation of such equipment,

including providing piping and electricity, was completed in July 2018.

The Company completed the test production at its first natural

gas well in Sichuan Province and commenced trial production in January 2019.

Later On May 29, 2019, the Company received a verbal notice

from the government of Tianbao Town, Daying County, Sichuan Province, whereby the Company is required to obtain project approval for

its well located in Daying, including the entire natural gas and brine water project, and approvals for safety production inspection,

environmental protection assessment, and to solve the related land issue.

Until these approvals have been received, the Company has to

temporarily halt trial production at its natural gas well in Daying.

As a result of our acquisitions of SCHC and SYCI,

our historical consolidated financial statements and the information presented below reflects the accounts of SCHC, SYCI and DCHC,

the consolidated financial statements and the information presented below as of and for the year ended December 31, 2020.

The following

discussion should be read in conjunction with our consolidated financial statements and notes thereto appearing elsewhere in this report.

On January 28, 2020 we completed a 1-for-5 reverse

stock split of our common stock, such that for each five shares outstanding prior to the stock split there was one share outstanding after

the reverse stock split.

All shares of common stock referenced in this report have been adjusted to reflect the stock split

RESULTS OF OPERATIONS.

Year ended December 31, 2020 as compared to

year ended December 31, 2019

December 31, 2020

December 31, 2019

Percent Change

Cost of Net Revenue

Sales, Marketing and Other Operating Expense

Direct labor and factory overheads incurred during plant shutdown

General and Administrative Expenses

Other Operating Expense

Loss from Operations

Other Income, Net

Loss before Taxes

Income Tax Benefit (Expense)

Net Revenue The table below

shows the changes in net revenue in the respective segment of the Company for the fiscal year 2020 compared to the same period in 2019:

Net Revenue by Segment

Percent Increase (Decrease)

December 31, 2020

December 31, 2019

of Net Revenue

Chemical Products

Years Ended December 31

Percent Change

Bromine and crude salt segments product sold in tonnes

Bromine (excluded volume sold to SYCI)

Natural gas segments product sold in cubic metre

December 31, 2020

December 31, 2019

Bromine segment

Net revenue from our bromine segment increased

by 151% to $25,184,808 for the year ended December 31, 2020 compared to $10,022,027 for the year ended December 31, 2019.

Crude salt segment

Net revenue from our crude salt segment

increased by 478% to $3,022,216 for the year ended December 31, 2020 compared $522,758 for the same period in 2019.

This increase is

due to the fact that only two plants were restarted in 2019 and were in production for only four months, but three plants were

restarted in 2020 and were in production for 10 months.

Chemical products segment

For the year ended December 31, 2020 and December

31, 2019, the net revenue for the chemical products segment was $0 due to the closure of our chemical factories since September 1, 2017.

As a result there were no chemical products for sale for the years ended December 31, 2020 and 2019.

Natural gas segment

For the year ended December 31, 2020, the net

revenue for the natural gas was $0.

For the year ended December 31, 2019, the net

revenue for the natural gas was $51,736.

Cost of Net Revenue

Cost of Net Revenue by Segment

December 31, 2020

December 31, 2019

Chemical Products

Cost of net revenue reflects

mainly the raw materials consumed and the direct salaries and benefits of staff engaged in the production process, electricity,

depreciation and amortization of manufacturing plant and machinery and other manufacturing costs.

Our cost of net revenue was

$19,415,034 for the year ended December 31, 2020, an increase of $13,984,765(or 257%) as compared to the same period in 2019 As a

percentage of sales, cost of net revenue was 69% in fiscal year 2020 versus 51% in fiscal year 2019.

Bromine production capacity and utilization

of our factories

The table below represents the annual capacity

and utilization ratios for all of our bromine producing properties:

Annual Production Capacity (in tonnes)

Fiscal year 2019

Fiscal year 2020

Variance of the fiscal year 2020 and 2019

Utilization ratio is calculated based on the annualized actual production volume in tonnes for the periods divided by the annual production capacity in tonnes.

Our utilization ratio was 25% for the year ended

December 31, 2020.

an increase of 6% compared to that for the year ended December 31, 2019 because four plants resumed production in the

year ended December 31, 2020 compared to two plants in operations in the year ended December 31, 2019.

Bromine segment

For the year ended December 31, 2020 the cost

of net revenue for the bromine segment was $15,950,812.

For the year ended December 31, 2019 the cost

of net revenue for the bromine segment was $4,815,890.

As a percentage of sales, cost of net revenue

of the bromine segment was 63% in fiscal year 2020 versus 48% in fiscal year 2019.

Crude salt segment

For the year ended December 31, 2020 the cost

of net revenue for the crude salt segment was $3, 464,222.The cost of net revenue for our crude salt segment for the year ended December

31, 2019 was $564,091.

As a percentage of sales, cost of net revenue

of the crude salt segment was 115% in fiscal year 2020 versus 108% in fiscal year 2019.

Chemical products segment

Cost of net revenue for our chemical products

segment for the fiscal year 2020 and 2019 was $0.

Natural gas segment

Cost of net revenue for our natural gas segment

for the year ended December 31, 2020 and 2019 was $0 and $50,288.

Gross Profit.

Gross profit was $8,791,990,

or 31%, of net revenue for the year ended December 31, 2020 compared to $5,166,252, or 49%, of net revenue for the same period in 2019.

Gross Profit (Loss) by Segment

% Point Change

December 31, 2020

December 31, 2019

Profit Margin

Gross Profit (loss) Margin

Chemical Products

Total Gross Profit

Bromine segment

For the year ended December 31, 2020, the gross

profit margin for our bromine segment was 37%.

This 15% decrease was primarily attributable to the increase in factory overhead per unit

produced due to depreciation charges of plant and equipment that were placed in service in March and April in 2020 and the lower average

selling price of bromine of $4,228 per ton in the year ended December 31, 2020 compared to $4,319 per ton in the year ended December

For the year ended December 31, 2019, the

gross profit margin for our bromine segment was 52%.

Crude salt segment

For the year ended December 31, 2020, the gross

loss margin for our crude salt segment was 15%, compared to 8% in the year ended December 31, 2019.

This 7% decrease was primarily attributable

to the lower selling price of crude salt offset by the lower allocation of depreciation charges for plant and equipment put into use

in March and April 2020 resulting from higher volume of production crude salt in the year ended December 31, 2020 compared to the previous

Direct labor and factory overheads incurred

during plant shutdown.

On September 1, 2017, the Company received notification from the government of Yangkou County, Shouguang

City of PRC stating that production at all its bromine and crude salt and chemical factories should be halted immediately in order

for the Company to perform rectification and improvement in accordance with the county’s new safety and environmental protection

requirements.

On November 24, 2017, the Company received a letter from the Government of Yangkou County, Shouguang City notifying the

Company to relocate its two chemical production plants located in the second living area of the Qinghe Oil Extraction Plant to Bohai

As such, direct labor and factory overhead costs (including depreciation of plant and machinery) related to factories that have

not resumed production of a total amount of $8,170,390 and $15,175,280 for fiscal years 2020 and 2019 were presented as operating expenses

instead of in cost of revenue.

The decrease in the direct labor and factory overheads incurred during plant shutdown in the year

ended December 31, 2020 compared to the same period in 2019 was due to five plants not in operation in 2019, but only three were not in

operation in 2020.

General and Administrative Expenses.

and administrative expenses were $10,239,943 for the year ended December 31, 2020, a decrease of $3,032,978 (or 23%) as compared to$13,272,921

for the same period in 2019.

This decrease was primarily attributable to repairs costs incurred for damages to the factories caused by

the flooding resulting from Typhoon Lekima in fiscal year 2019.

Loss from Operations.

operations was $9,683,392 for the fiscal year 2020, compared to a loss of $23,294,383 in the same period in 2019.

Income (loss) from Operations by Segment

Year ended December 31, 2020

Year ended December 31, 2019

Chemical Products

Loss from operations before corporate costs

Corporate costs

Unrealized gain (loss) on translation of intercompany balance

Loss from operations

Bromine segment

Income from operations from our bromine segment

was $1,616,542 for the fiscal year 2020, compared to a loss of $15,609,979 in the same period in 2019.

Crude salt segment

Loss from operations from our crude salt segment

was $3,589,494 for fiscal year 2020, compared to a loss of $4,446,900 in the same period in 2019.

Chemical products segment

Loss from operations from our chemical products

segment was $2,745,297 for the fiscal year 2020, compared to a loss of $2,823,298 in the same period in 2019.

Natural gas segment

Loss from operations from our natural gas segment

was $204,514 for the fiscal year 2020, compared to a loss of $188,949 in the same period in 2019.

Other Income, Net .

Other income,

net, which represent bank interest income, net of finance lease interest expense was $154,877 for the fiscal year 2020, a decrease of

$146,448 (or approximately 49%) as compared to the same period in 2019.

Net Income (loss).

$8,420,044 for the fiscal year 2020, compared to net loss of $25,800,045 in the same period in 2019.

This decrease in the net loss was

mainly attributable to the commencement of production and sales at four plants in 2020, resulting in less losses than in 2019.

Effective Tax Rate.

Our effective

income tax (expense) benefit rate for the fiscal years 2020 and 2019 were 12% and (12%) respectively.

The effective tax rate for the fiscal

years 2020 was lower than the PRC statutory income tax rate of 25% mainly due to a non-deductible item in connection with the unrealized

exchange loss and an increase in valuation allowance recorded for deferred tax assets arising from net operating losses of the parent

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2020, cash and cash equivalents

were $94,222,538 as compared to $100,301,986 as of December 31, 2019.

The components of this decrease of $6,079,448 are reflected

Statement of Cash Flows

Years Ended December 31

Net cash (used in) provided by operating activities

Net cash used in investing activities

Net cash used in financing activities

Effects of exchange rate changes on cash and cash equivalents

Net decrease in cash and cash equipment

For the fiscal years 2020 and 2019, we met our

working capital and capital investment requirements by using cash flows from operations and cash on hand.

Net Cash Provided by Operating Activities

During the year ended December 31, 2020, cash

flows provided by operating activities of approximately $8.3 million was mainly due to non-cash adjustments related to depreciation and

amortization of property, plant and equipment of $16.0 million, unrealized translation loss of $1.8 million and stock-based compensation

expense of $2.4 million reduced by net loss of $8.4 million.

During the year ended December 31, 2019, cash

flow used in operating activities of approximately $15 million was mainly due to a net loss of $25.8 million, an increase in accounts

receivable of $5.07 million, reduced by a non-cash adjustment related to a decrease in deferred tax assets of $2.7 million and to depreciation

and amortization of property, plant and equipment.

Accounts receivable

Cash collections on our accounts receivable had

a major impact on our overall liquidity.

The following table presents the aging analysis of our accounts receivable as of December 31,

2020 and 2019.

December 31, 2020

December 31, 2019

Aged 1-30 days

Aged 31-60 days

Aged 61-90 days

Aged 91-120 days

Aged 121-150 days

Aged 151-180 days

Aged 181-210 days

Aged 211-240 days

The overall accounts receivable balance as of

December 31, 2020 increased by $1,644,692, as compared to those of December 31, 2019.

We have policies in place to ensure that sales are

made to customers with an appropriate credit history.

We perform ongoing credit evaluation on the financial condition of our customers.

All receivables were collected in the January through March in 2021.

Our inventory consists of the following:

December 31, 2020

December 31, 2019

Raw materials

Finished goods

The net inventory level as of December 31, 2020

decreased by $270,478, as compared to the net inventory level as of December 31, 2019.

Raw materials increased by $556 as of December

31, 2020 as compared to December 31, 2019.

Finished goods decreased by $271,034 as of

December 31, 2020 as compared to December 31, 2019.

Net Cash Used In Investing Activities

For the fiscal year 2020, we used approximately

$22 million to acquire property, plant and equipment for the chemical factory.

For the fiscal year 2019, we used approximately

$61 million to acquire property, plant and equipment for the bromine and crude salt factories.

Net Cash Used In Financing Activities

We have no major financing activities for the

year ended December 31, 2020.

We believe that our available funds and cash flows

generated from operations will be sufficient to meet our anticipated ongoing operating needs for the next twelve months.

We had available cash of approximately $94 million

at December 31, 2020, all of which is in highly liquid current deposits which earn no or little interest.

We do not anticipate paying

cash dividends in the foreseeable future.

We intend to continue to focus our efforts on

the activities of SCHC, SYCI and DCHC as these segments continue to expand within the Chinese market.

We may not be able to identify, successfully integrate

or profitably manage any businesses or business segment we may acquire, or any expansion of our business.

An expansion may involve a number

of risks, including possible adverse effects on our operating results, diversion of management’s attention, inability to retain

key personnel, risks associated with unanticipated events and the financial statement effect of potential impairment of acquired intangible

assets, any of which could have a materially adverse effect on our condition and results of operations.

In addition, if competition

for acquisition candidates or operations were to increase, the cost of acquiring businesses could increase materially.

We may effect an

acquisition with a target business which may be financially unstable, under-managed, or in its early stages of development or growth.

Our inability to implement and manage our expansion strategy successfully may have a material adverse effect on our business and future

Contractual Obligations and Commitments

We have no significant contractual obligations

not fully recorded on our consolidated balance sheets or fully disclosed in the notes to our consolidated financial statements.

information regarding our contractual obligations and commitments at December 31, 2020 is provided in the notes to our consolidated financial

See “Notes to Consolidated Financial Statements, Note 19 - Capital Commitment and Other Service Contractual Obligations.”

Material Off-Balance Sheet Arrangements

We do not currently have any off-balance sheet

arrangements falling within the definition of Item 303(a) of Regulation S-K.

Critical Accounting Policies and Estimates

Our Consolidated Financial Statements are prepared

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

GAAP), which requires us to make judgments,

estimates and assumptions.

See “Note 1 –

Nature of Business and Summary of Significant Accounting Policies,”

to the Consolidated Financial Statements, which is included in “Item 8.

Financial Statements and Supplementary Data,”

describes our significant accounting policies and methods used in the preparation of our Consolidated Financial Statements.

estimates and judgments that we use in applying our accounting policies require us to make difficult and subjective judgments, often as

a result of the need to make estimates regarding matters that are inherently uncertain.

Our most critical estimates include:

allowance for doubtful accounts, which impacts revenue;

the valuation of inventory, which impacts gross margins;

impairment of long-lived assets;

the valuation and recognition of share-based compensation, which impacts operating expenses;

the recognition and measurement of deferred income taxes, which impact our provision for taxes.

Allowance for Doubtful Accounts

We makes estimates of the uncollectibility of

accounts receivable, especially analyzing accounts receivable and historical bad debts, customer concentrations, customer credit-worthiness,

current economic trends and changes in customer payment terms, when evaluating the adequacy of the allowance for doubtful accounts.

evaluations are undertaken for all major sale transactions before shipment is authorized.

On a quarterly basis, we evaluate aged items

in the accounts receivable aging report and provide an allowance in an amount we deem adequate for doubtful accounts.

If management were

to make different judgments or utilize different estimates, material differences in the amount of our reported operating expenses could

Inventory Valuation

Inventory is stated at the lower of cost or market,

with cost determined on a first-in first-out basis.

The carrying value of inventory is reduced for estimated obsolescence by the difference

between its cost and the estimated market value based upon assumptions about future demand.

We evaluate the inventory carrying value for

potential excess and obsolete inventory exposures by analyzing historical and anticipated demand.

If actual future demand or market conditions

are less favorable than those projected by management, additional inventory write-downs may be required in the future, which could have

a material adverse effect on our results of operations.

Depreciation of Property, Plant and Equipment

Property, plant and equipment are stated at cost

less accumulated depreciation and any impairment losses.

Expenditures for new facilities or equipment, and major expenditures for betterment

of existing facilities or equipment are capitalized and depreciated using the straight-line method at rates sufficient to depreciate such

costs over the estimated productive lives.

All other ordinary repair and maintenance costs are expensed as incurred.

Mineral rights are

recorded at cost less accumulated depreciation and any impairment losses.

Mineral rights are amortized ratably over the term of the lease,

or the equivalent term under the units of production method, whichever is shorter.

In some situations, the life of the asset may be extended

or shortened if circumstances arise that would lead us to believe that the estimated life of the asset has changed.

The life of leasehold

improvements may change based on the extension of lease contracts with our landlords.

Changes in the estimated lives of assets will result

in an increase or decrease in the amount of depreciation recognized in future periods.

Impairment of Long Lived Assets

We periodically evaluate whether events or circumstances

have occurred that indicate long-lived assets may not be recoverable or that the remaining useful life may warrant revision.

events or circumstances are present, we assess the recoverability of long-lived assets by determining whether the carrying value will

be recovered through the expected undiscounted future cash flows resulting from the use of the asset.

In the event the sum of the expected

undiscounted future cash flows is less than the carrying value of the asset, an impairment loss equal to the excess of the asset’s

carrying value over its fair value is recorded.

Valuation Allowance on Deferred Tax Assets

We evaluate our deferred income tax assets to

determine if valuation allowances are required or should be adjusted.

A valuation allowance is established against our deferred tax assets

based on consideration of all available evidence, both positive and negative, using a “more likely than not”

assessment considers, among other matters, the nature, frequency and severity of recent losses, forecasts of future profitability, the

duration of statutory carry forward periods, our experience with expiring unused tax attributes and tax planning alternatives.

such judgments, significant weight is given to evidence that can be objectively verified.

Stock-based compensation

We account for stock-based compensation in accordance

with the fair value recognition provisions of U.S.

We use the Black-Scholes model which requires the input of highly subjective

These assumptions include estimating the length of time employees will retain their vested stock options before exercising

them, the estimated volatility of our common stock price over the expected term and the number of options that will ultimately not complete

their vesting requirements.

The assumptions for expected volatility and expected term are the two assumptions that significantly affect

the grant date fair value.

Changes in expected risk-free rate of return do not significantly impact the calculation of fair value, and

determining this input is not highly subjective.

We use annualized historical stock price volatility

which is deemed to be appropriate to serve as the expected volatility of our stock price and is assumed to be constant and prevailing.

The expected term represents the weighted-average period that our stock options are expected to be outstanding.

The expected life is based

on historical option exercise pattern.

Recent Accounting Pronouncements

See “Note 1 –

Nature of Business and

Summary of Significant Accounting Policies”

of the Notes to Consolidated Financial Statements in Item 8.

Financial Statements and

Supplementary Data for a full description of recent accounting pronouncements including the respective expected dates of adoption and

effects on the consolidated financial statements.

Quantitative and Qualitative Disclosures

about Market Risk.

Pursuant to Item 305(e) of Regulation S-K (§

229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,”

as defined by Rule 229.10(f)(1).

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity