What changed in this filing

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Item 1A. Risk Factors

2020-10-29 compared with 2020-08-14 · 112 added, 112 removed, 130 unchanged (63% of the section changed)

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You should carefully consider the following discussion of risk factors in its entirety.

In addition to the other

information set forth in this report, you should carefully consider the factors set forth in the Risk Factors section of our 2019 Form 10-K, as well as other information contained in the 2019 Form 10-K and in other reports we file with the SEC.

In addition to the other information

set forth in this report, you should carefully consider the factors set forth in the Risk Factors section of our 2019 Form 10-K, as well as other information contained in the 2019 Form 10-K and in other reports we file with the SEC.

Our business is subject to risks arising from the ongoing COVID-19 pandemic.

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due to spread of the disease within these groups or due to restrictions on business and social distancing guidelines that may be requested or mandated by governmental authorities.

We currently have four employees and are dependent on the efforts

of our President and Chief Executive Officer, Douglas J.

We currently have four employees and are dependent on the efforts of

our President and Chief Executive Officer, Douglas J.

Swirsky, and other key professionals.

The loss of Mr.

Swirsky or any of our other key professionals as a result of illness or otherwise in connection with the COVID-19 pandemic could

materially and adversely affect our business and our prospects.

In addition, as the COVID-19 pandemic continues to disrupt the economy, our future access to capital on favorable terms and our ability to consummate the Merger may be adversely

The extent to which the COVID-19 pandemic impacts our business, financial condition and results of operations as well as on our ability to consummate

the Merger is highly uncertain and will depend on various factors, including the duration and scope of the pandemic, restrictions on business and social distancing guidelines that may be requested or mandated by governmental authorities, the

other actions that may be taken to contain its impact , and our access to additional capital.

Swirsky or any of our other key professionals as a result of illness or otherwise in connection with the COVID-19 pandemic could materially

and adversely affect our business and our prospects.

In addition, as the COVID-19 pandemic continues to disrupt the economy, our future access to capital on favorable terms and our ability to consummate the Merger may be adversely impacted.

The extent to which the COVID-19 pandemic impacts our business, financial condition and results of operations as well as on our ability to consummate the

Merger is highly uncertain and will depend on various factors, including the duration and scope of the pandemic, restrictions on business and social distancing guidelines that may be requested or mandated by governmental authorities, the other

actions that may be taken to contain its impact , and our access to additional capital.

If the Merger is not completed, we may not be able to otherwise obtain adequate liquidity to fund our operations, meet our obligations, and continue as a going

Our board of directors may decide to pursue a dissolution and liquidation.

In such an event, there can be no assurances as to the amount or timing of available cash left, if any, to distribute to our stockholders after paying our debts

and other obligations and setting aside funds for reserves.

In such an event, there can be no assurances as to the amount or timing of available cash left, if any, to distribute to our stockholders after paying our debts and

other obligations and setting aside funds for reserves.

While we have entered into the Merger Agreement, the Closing may be delayed or may not occur at all and there can be no assurance that the Merger will deliver the anticipated

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We believe our cash on hand will be sufficient to cover our cash flow requirements for our current activities for at least the next 12 months from the date of this

Quarterly Report on Form 10-Q , assuming the Merger does not close , and if for any reason the Merger does not close, we would need to raise additional capital to continue to fund the further development of

our product candidates and our operations thereafter.

product candidates and our operations thereafter.

We have based our cash sufficiency estimates on our current business plan and our assumptions may prove to be wrong.

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expect, and we could need additional funding sooner than currently anticipated.

Additionally, the process of advancing early stage product candidates and testing product candidates in clinical trials is costly, and the timing of progress in

these clinical trials is uncertain.

Even if we raise sufficient funds and decide to continue the development of our product candidates, our ability to successfully transition to profitability will be dependent upon achieving a level of product

sales adequate to support our cost structure.

Additionally, the process of advancing early stage product candidates and testing product candidates in clinical trials is costly, and the timing of progress in these

clinical trials is uncertain.

adequate to support our cost structure.

We cannot assure you that we will ever be profitable or generate positive cash flow from operating activities.

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difficult to secure financing in a timely manner, on favorable terms or at all.

We can make no assurances that we would be able to obtain additional financing or find a partner and close an alternative transaction on terms that are as favorable

or more favorable than the terms set forth in the Merger Agreement or that any such alternatives are possible or would be successful, if pursued.

We can make no assurances that we would be able to obtain additional financing or find a partner and close an alternative transaction on terms that are as favorable or

more favorable than the terms set forth in the Merger Agreement or that any such alternatives are possible or would be successful, if pursued.

To the extent that we seek and are able to raise additional capital through the sale of equity or

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preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends.

raise funds through strategic transactions or marketing, distribution, or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates or

to grant licenses on terms that may not be favorable to us.

funds through strategic transactions or marketing, distribution, or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates or to

grant licenses on terms that may not be favorable to us.

Even if we are able to pursue such alternatives, the failure to complete the Merger may result in negative publicity and/or a negative impression of us in the investment community, could

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Accordingly, our stockholders would likely lose all or a significant portion of their investment in the event of a liquidation, dissolution or winding up of our company.

We do not believe that our current expenses are indicative of the costs we may incur in the future in connection with the development and commercialization of any product

candidate if we consummate the Merger or raise additional capital to continue our operations.

We do not believe that our current expenses are indicative of the costs we may incur in the future in connection with the development and commercialization of any product candidate

if we consummate the Merger or raise additional capital to continue our operations.

Our future funding requirements will depend on many factors, including:

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Even if we file a new shelf registration statement with the SEC, the amounts available under the shelf

registration statement will be significantly limited as long as our public float remains below $75 million, which, given our currently depressed stock price, limits our ability to obtain meaningful funding through a shelf registration statement

at this time, although we could still raise funds through a registration statement on Form S‑1 or through private placements.

this time, although we could still raise funds through a registration statement on Form S‑1 or through private placements.

Our stockholders may not receive any payment on the CVRs and the CVRs may otherwise expire valueless.

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resource to divest or otherwise monetize our pre-Closing intellectual property or to otherwise maximize the likelihood or amount of any CVR payment.

Following the Closing, we may, at any time and in our sole and absolute discretion, discontinue

any and all further efforts to develop, divest or otherwise monetize any or all of our pre-Closing intellectual property.

Furthermore, the CVRs will be unsecured obligations of the combined company and all payments under the CVRs, all other obligations under the CVR Agreement and the

CVRs and any rights or claims relating thereto will be subordinated in right of payment to the prior payment in full of all current or future senior obligations of the combined company.

Following the Closing, we may, at any time and in our sole and absolute discretion, discontinue any

and all further efforts to develop, divest or otherwise monetize any or all of our pre-Closing intellectual property.

Furthermore, the CVRs will be unsecured obligations of the combined company and all payments under the CVRs, all other obligations under the CVR Agreement and the CVRs

and any rights or claims relating thereto will be subordinated in right of payment to the prior payment in full of all current or future senior obligations of the combined company.

Finally, the U.S.

federal income tax treatment of the CVRs

federal income tax treatment of the CVRs is

There is no legal authority directly addressing the U.S.

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federal income tax consequences to holders of the CVRs.

Our securityholders may not realize a benefit from the Merger commensurate with the ownership dilution they will experience in connection with the Merger and

the Pre-Merger Financing.

Our securityholders may not realize a benefit from the Merger commensurate with the ownership dilution they will experience in connection with the Merger and the

Pre-Merger Financing.

If the combined company is unable to realize the full strategic and financial benefits currently anticipated from the Merger, our stockholders will have experienced

substantial dilution of their ownership interests, including as a result of the investment of certain institutional healthcare investors, accredited investors and certain directors and officers of Ocuphire of a total of $21.15 million

in cash to fund the combined company following the Merger (the “ Pre-Merger Financing”), without receiving any commensurate benefit, or only receiving part of the commensurate benefit to the extent the combined

company is able to realize only part of the strategic and financial benefits currently anticipated from the Merger and the Pre-Merger Financing.

Failure to complete the Merger may result in us paying a termination fee to the other party and could significantly harm the market price of our common stock

and negatively affect our future business and operations.

cash to fund the combined company following the Merger (the “ Pre-Merger Financing”), without receiving any commensurate benefit, or only receiving part of the commensurate benefit to the extent the combined company is

able to realize only part of the strategic and financial benefits currently anticipated from the Merger and the Pre-Merger Financing.

Failure to complete the Merger may result in us paying a termination fee to the other party and could significantly harm the market price of our common stock and

negatively affect our future business and operations.

If the Merger is not completed and the Merger Agreement is terminated under certain circumstances, we may be required to pay Ocuphire a termination fee of $750,000.

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could significantly harm the market price of our common stock and raise serious doubts as to our ability to continue as an entity.

In addition, if the Merger Agreement is terminated and our board of directors determines to seek another business combination, there can be no assurance that either we will be

able to find a partner and close an alternative transaction on terms that are as favorable or more favorable than the terms set forth in the Merger Agreement.

In addition, if the Merger Agreement is terminated and our board of directors determines to seek another business combination, there can be no assurance that either we will be able

to find a partner and close an alternative transaction on terms that are as favorable or more favorable than the terms set forth in the Merger Agreement.

The Merger may be completed even though certain events occur prior to the Closing that materially and adversely affect us or Ocuphire.

The Merger Agreement provides that either we or Ocuphire can refuse to complete the Merger if there is a material adverse change affecting the other party between June 17,

2020, the date of the Original Merger Agreement, and the Closing.

However, certain types of changes do not permit either party to refuse to complete the Merger, even if such change could be said to have a material adverse effect on us or

Ocuphire, including:

The Merger Agreement provides that either we or Ocuphire can refuse to complete the Merger if there is a material adverse change affecting the other party between June 17, 2020, the

date of the Original Merger Agreement, and the Closing.

However, certain types of changes do not permit either party to refuse to complete the Merger, even if such change could be said to have a material adverse effect on us or Ocuphire, including:

general business, economic or political conditions affecting the industries in which we or Ocuphire, as applicable, operate;

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If adverse changes occur and we still complete the Merger, the market price of the combined company’s common stock may suffer.

This in turn may reduce the value of the Merger to

our stockholders.

This in turn may reduce the value of the Merger to our

stockholders.

The market price of our common stock following the Merger may decline as a result of the Merger.

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the combined company does not achieve the perceived benefits of the Merger as rapidly or to the extent anticipated by financial or industry analysts.

During the pendency of the Merger, we may not be able to enter into a business combination with another party at a favorable price because of restrictions in

the Merger Agreement, which could adversely affect their respective businesses.

Covenants in the Merger Agreement impede our ability to make acquisitions, subject to certain exceptions relating to fiduciary duties, or to complete other transactions that

are not in the ordinary course of business pending completion of the Merger.

During the pendency of the Merger, we may not be able to enter into a business combination with another party at a favorable price because of restrictions in the

Merger Agreement, which could adversely affect their respective businesses.

Covenants in the Merger Agreement impede our ability to make acquisitions, subject to certain exceptions relating to fiduciary duties, or to complete other transactions that are not

in the ordinary course of business pending completion of the Merger.

As a result, if the Merger is not completed, we may be at a disadvantage to our competitors during such period.

In addition, while the Merger Agreement is in effect, we

are generally prohibited from soliciting, initiating, encouraging or entering into certain extraordinary transactions, such as a Merger, sale of assets, or other business combination outside the ordinary course of business with any third party,

subject to certain exceptions relating to fiduciary duties.

In addition, while the Merger Agreement is in effect, we are

generally prohibited from soliciting, initiating, encouraging or entering into certain extraordinary transactions, such as a Merger, sale of assets, or other business combination outside the ordinary course of business with any third party, subject

to certain exceptions relating to fiduciary duties.

Any such transactions could be favorable to our stockholders.

Certain provisions of the Merger Agreement may discourage third parties from submitting alternative takeover proposals, including proposals that may be

superior to the arrangements contemplated by the Merger Agreement.

The terms of the Merger Agreement prohibit us from soliciting alternative takeover proposals or cooperating with persons making unsolicited takeover proposals, except in

limited circumstances when our board of directors determines in good faith that an unsolicited alternative takeover proposal is or is reasonably likely to lead to a superior takeover proposal and that failure to cooperate with the proponent of

the proposal would be reasonably likely to be inconsistent with our board’s fiduciary duties.

Certain provisions of the Merger Agreement may discourage third parties from submitting alternative takeover proposals, including proposals that may be superior

to the arrangements contemplated by the Merger Agreement.

The terms of the Merger Agreement prohibit us from soliciting alternative takeover proposals or cooperating with persons making unsolicited takeover proposals, except in limited

circumstances when our board of directors determines in good faith that an unsolicited alternative takeover proposal is or is reasonably likely to lead to a superior takeover proposal and that failure to cooperate with the proponent of the proposal

would be reasonably likely to be inconsistent with our board’s fiduciary duties.

Any such transactions could be favorable to such party’s stockholders.

In addition, if we terminate the Merger Agreement under certain circumstances,

including terminating because of our decision to enter into definitive agreement with respect to a superior offer, we would be required to pay a termination fee of $750,000 to Ocuphire.

This termination fee described above may discourage third

parties from submitting alternative takeover proposals to our stockholders.

In addition, if we terminate the Merger Agreement under certain circumstances, including

terminating because of our decision to enter into definitive agreement with respect to a superior offer, we would be required to pay a termination fee of $750,000 to Ocuphire.

This termination fee described above may discourage third parties from

submitting alternative takeover proposals to our stockholders.

We are substantially dependent on our remaining employees to facilitate the consummation of the Merger.

As of June 30, 2020, we had only four full-time employees.

As of September 30, 2020, we had only four full-time employees.

Our ability to successfully complete the Merger depends in large part on our ability to retain certain remaining

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compliance with these standards.

Delisting from Nasdaq would adversely affect our ability to consummate the Merger, raise additional financing through the public or private sale of equity securities, significantly affect the ability of investors

to trade our securities and negatively affect the value and liquidity of our common stock.

Delisting also could limit our strategic alternatives and attractiveness to potential counterparties and have other negative results, including the

potential loss of employee confidence, the loss of institutional investors or interest in business development opportunities.

Moreover, we committed in connection with the sale of securities to use commercially reasonable efforts to maintain the

listing of our common stock during such time that certain warrants are outstanding.

Lawsuits have been filed, and other lawsuits may be filed, against us and members of our board of directors challenging the Merger, and an adverse ruling in

any such lawsuit may delay or prevent the completion of the Merger or result in an award of damages against us.

On July 31, 2020, a putative stockholder class action was filed in the Court of Chancery of the State of Delaware styled Stahlman v.

Pharmaceuticals, Inc., et al., Case No.

Additionally, on August 3, 2020, a putative stockholder class action was filed in the United States District Court for the District of Delaware styled Thompson

trade our securities and negatively affect the value and liquidity of our common stock.

Delisting also could limit our strategic alternatives and attractiveness to potential counterparties and have other negative results, including the potential

loss of employee confidence, the loss of institutional investors or interest in business development opportunities.

Moreover, we committed in connection with the sale of securities to use commercially reasonable efforts to maintain the listing of

our common stock during such time that certain warrants are outstanding.

Lawsuits have been filed, and other lawsuits may be filed, against us and members of our board of directors challenging the Merger, and an adverse ruling in any

such lawsuit may delay or prevent the completion of the Merger or result in an award of damages against us.

On July 31, 2020, a putative stockholder class action was filed in the Chancery Court styled Stahlman v.

Rexahn Pharmaceuticals, Inc., et al.,

Additionally, on August 3, 2020, a putative stockholder class action was filed in the United States District Court for the District of Delaware styled Thompson v.

Rexahn Pharmaceuticals, Inc.,

1:20-cv-01036-UNA (D.

On August 7, 2020, a putative stockholder class action was filed in the United States District Court for the Southern District of New York styled Manes v.

On August 7, 2020 and August 17, 2020, putative stockholder class actions were filed in the United States District Court for the Southern District of New York styled, respectively, Manes v.

Rexahn Pharmaceuticals, Inc., et al., Case No.

1:20-cv-06227 (S.D.N.Y.).

and Talsma v.

Rexahn Pharmaceuticals, Inc., et al., Case No.

1-20-cv-06541

On August 18, 2020, a putative stockholder class action was filed in the United States District Court for the Eastern District of New York styled Juilfs v.

Rexahn Pharmaceuticals, Inc., et al.

Case No 1:20-cv-03780 (F.D.N.Y.).

The Stockholder Actions assert claims against us and the Individual Defendants.

The Stahlman and Manes complaints allege that the Individual Defendants breached their fiduciary duties owed to our

stockholders.

The Thompson and Manes complaints allege that we and the Individual Defendants violated Section 14(a) of the Exchange Act, and Rule 14a-9

promulgated thereunder, by failing to disclose in the Registration Statement certain information regarding, among other things, financial projections for us and Ocuphire, the valuation analyses performed by our financial advisor, Oppenheimer

& Co., Inc., in support of its fairness opinion and the process leading to the execution of the Merger Agreement.

The Thompson and Manes complaints also

allege that the Individual Defendants violated Section 20(a) of the Exchange Act, as control persons who had the ability to prevent the Proxy Statement from being false and misleading.

The Stockholder Actions seek, among other things, an

injunction preventing consummation of the Merger, an award of damages, and an award of costs and expenses, including attorneys’ fees.

On August 6, 2020, another party sent a letter to our counsel demanding that we and the Individual Defendants amend the Registration Statement to provide additional disclosures that the party alleges

were improperly omitted from the Registration Statement in violation of Sections 14(a) and 20(a) of the Exchange Act, including certain information regarding financial data and the background and process leading to the execution of the Merger

Agreement (the “Demand Letter”).

We and the Individual Defendants intend to vigorously defend against the Stockholder Actions and the Demand Letter.

The Stahlman and Manes complaints allege that the Individual Defendants breached their fiduciary

duties owed to our stockholders.

The Thompson , Manes , Juilfs and Talsma complaints

allege that we and the Individual Defendants violated Section 14(a) of the Exchange Act, and Rule 14a-9 promulgated thereunder, by failing to disclose in the Initial Registration Statement certain information regarding, among other things,

financial projections for us and Ocuphire, the valuation analyses performed by our financial advisor, Oppenheimer & Co., Inc., in support of its fairness opinion and the process leading to the execution of the Merger Agreement.

The Thompson , Manes , Juilfs and Talsma complaints also allege that the Individual

Defendants violated Section 20(a) of the Exchange Act, as control persons who had the ability to prevent the Proxy Statement from being false and misleading.

The Stockholder Actions seek, among other things, an injunction preventing consummation of

the Merger, an award of damages, and an award of costs and expenses, including attorneys’ fees.

On September 8, 2020, plaintiff Thompson made a filing in the United States District Court for the District of Delaware voluntarily dismissing the Thompson

On September 22, 2020, the plaintiff filed a notice of voluntary dismissal of the Juilfs action in the United States District Court for the Eastern District of New York.

On October 8, 2020, the

plaintiff filed a notice of voluntary dismissal of the Manes action in the United States District Court for the Southern District of New York.

On October 1, 2020, the Chancery Court granted an unopposed

motion to dismiss the Stahlman action, but retained jurisdiction for the limited purpose of deciding any fee application should that become necessary.

On August 6, 2020, another party sent a letter to our counsel demanding that we and the Individual Defendants amend the Initial Registration Statement to provide additional

disclosures that the party alleges were improperly omitted from the Initial Registration Statement in violation of Sections 14(a) and 20(a) of the Exchange Act, including certain information regarding financial data and the background and process

leading to the execution of the Merger Agreement (the “Demand Letter”).

We and the Individual Defendants intend to vigorously defend against the remaining Stockholder Action and the Demand Letter.

Additional lawsuits arising out of or relating to the

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the likelihood of obtaining stockholder approval of the Merger.

Moreover, the pending litigation is, and any future additional litigation could be, time consuming and expensive and could divert management’s attention away from its regular

and Plan of Merger, dated as of June 17, 2020, by and among the Company, Merger Sub and Ocuphire.

First Amendment to Agreement and Plan of Merger and Reorganization, dated as of June 29, 2020, by and among the Company, Merger Sub

and Ocuphire, filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on July 1, 2020 is incorporated herein by reference .

Form of Series A/B Warrants, filed as Exhibit

4.1 to the Company’s Current Report on Form 8-K filed on July 1, 2020 is incorporated herein by reference .

Form of CVR Agreement, by and among the Company, the CVR Representative,

and the Rights Agent, as filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 19, 2020 is incorporated herein by reference.

Form of Ocuphire Voting Agreement, by and among Ocuphire, the Company and certain stockholders of Ocuphire, filed as Exhibit 10.2 to the Company’s

Current Report on Form 8-K filed on June 19, 2020 is incorporated herein by reference .

Form of Lock-Up Agreement, by and among the Company, Ocuphire and certain stockholders of Rexahn and Ocuphire, filed as Exhibit 10.3 to the

Company’s Current Report on Form 8-K filed on June 19, 2020 is incorporated herein by reference .

Amended and Restated Securities Purchase Agreement, dated as of June 29, 2020, by and among the Company, Ocuphire and the investors

party thereto, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 1, 2020 is incorporated herein by reference .

Form of Financing Lock-Up Agreement, by and among the Company, Ocuphire, and the investors party thereto, filed as Exhibit 10.2 to

the Company’s Current Report on Form 8-K filed on July 1, 2020 is incorporated herein by reference .

Form of Leak-Out Agreement, by and between the Company and the investors party thereto, filed as Exhibit 10.3 to the Company’s

Current Report on Form 8-K filed on July 1, 2020 is incorporated herein by reference .

Warrant Exchange Agreement, dated July 31, 2020, by and between the Company and Armistice Capital Master Fund Ltd, filed as Exhibit

10.1 to the Company’s Current Report on Form 8-K filed on August 3, 2020 is incorporated herein by reference.

Certification of Chief Executive Officer pursuant to Rules 13a-14(a) /

Moreover, the pending litigation is, and any future additional litigation could be, time consuming and expensive and could divert management’s attention away from its regular business.

Agreement and Plan of Merger, dated as of June 17, 2020, by and among the Company, Merger Sub and Ocuphire, filed as Exhibit 2.1 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2020 is incorporated herein by

First Amendment to Agreement and Plan of Merger and Reorganization, dated as of June 29, 2020, by and among the Company, Merger Sub and Ocuphire, filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on July 1, 2020 is

incorporated herein by reference .

Warrant Exchange Agreement, dated July 31, 2020, by and between the Company and Armistice Capital Master Fund Ltd, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 3, 2020 is incorporated herein by

Warrant Exchange Agreement, dated September 1, 2020, by and between the Company and Anson Investments Master Fund LP, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 2, 2020 is incorporated by

Warrant Exchange Agreement, dated September 10, 2020, by and between the Company and Empery Asset Master, Ltd., filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 11, 2020 is incorporated by reference.

Warrant Exchange Agreement, dated September 10, 2020, by and between the Company and Empery Tax Efficient, LP, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 11, 2020 is incorporated by reference.

Warrant Exchange Agreement, dated September 10, 2020, by and between the Company and Empery Tax Efficient II, LP, filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on September 11, 2020 is incorporated by

Certification of Chief Executive Officer pursuant to Rules 13a-14(a) / 15d-14(a).

Certification of Chief Executive Officer pursuant to 18 U.S.C.

adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

The following materials from Rexahn Pharmaceuticals, Inc.’s Quarterly Report on Form 10-Q, formatted in Extensible Business Reporting Language (“XBRL”):

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/s/ Douglas J.

August 14, 2020

October 29, 2020

Chief Executive Officer and President

(principal executive, financial and accounting

(principal executive, financial and accounting officer)

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 1A. Risk Factors