What changed in this filing

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Item 1. Financial Statements

2021-11-15 compared with 2021-08-16 · 255 added, 160 removed, 235 unchanged (64% of the section changed)

1 unchanged sentence

and Subsidiaries

of June 30, 2021

of September 30, 2021

Dollars in Thousands

AND ITS SUBSIDIARIES

Consolidated Interim Financial Statements as of June 30, 2021 (Unaudited)

Condensed Consolidated Interim Balance Sheets

Condensed Consolidated Interim Statements of Comprehensive Loss

Condensed Consolidated Interim Statements of Changes in Stockholders’ Equity

Condensed Consolidated Interim Statements of Cash flows

Notes to Condensed Consolidated Interim Financial Statements

Consolidated Interim Financial Statements as of September 30, 2021 (Unaudited)

Consolidated Interim Balance Sheets (Unaudited)

Consolidated Interim Statements of Comprehensive Loss (Unaudited)

Consolidated Interim Statements of Changes in Stockholders’ Equity (Unaudited)

Consolidated Interim Statements of Cash flows (Unaudited)

to Condensed Consolidated Interim Financial Statements (Unaudited)

AND ITS SUBSIDIARIES

Consolidated Interim Balance Sheets

Consolidated Interim Balance Sheets (Unaudited)

dollars in thousands (except share data and per share data)

September 30,

Current Assets:

24 unchanged sentences

Issued and outstanding:

15,038,327 and 7,232,836 as of June 30, 2021 and December 31, 2020, respectively

15,069,587 and 7,232,836 as of September 30, 2021 and December 31, 2020, respectively

Additional paid-in capital

3 unchanged sentences

Total liabilities and stockholders’ equity

an amount less than $1

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

AND ITS SUBSIDIARIES

Consolidated Interim Statements of Comprehensive Loss

Consolidated Interim Statements of Comprehensive Loss (Unaudited)

dollars in thousands (except share data and per share data)

Six-Months Ended

Nine-Months Ended

September 30,

Three-Months Ended

September 30,

Cost of revenues

13 unchanged sentences

AND ITS SUBSIDIARIES

Consolidated Interim Statements of Changes in Stockholders’ Equity

Consolidated Interim Statements of Changes in Stockholders’ Equity (Unaudited)

dollars in thousands (except share data and per share data)

comprehensive

stockholders’

Additional paid-in

Accumulated other comprehensive

Total stockholders’

Balance as of January 1, 2021

Stock-based compensation related to options granted to employees and consultants

Exercise of options granted to employees

Restricted shares issued to shareholder (*)

Issuance of shares, net of issuance cost of $ 768

Exercise of warrants

Exercise of warrants and pre funded warrants

1 unchanged sentence

Liability reclassified to equity

Exercise of warrants

Total comprehensive loss

Balance as of June 30, 2021

comprehensive

stockholders’

Balance as of September 30, 2021

Represents an amount less than $1

Additional paid-in

Accumulated other comprehensive

Total stockholders’

Balance as of January 1, 2020

4 unchanged sentences

Total comprehensive loss

Balance as of June 30, 2020

comprehensive

stockholders’

Balance as of April 1, 2021

Balance as of September 30, 2020

Additional paid-in

Accumulated other comprehensive

Total stockholders’

Balance as of July 1, 2021

Stock-based compensation related to options granted to employees and consultants

Restricted shares issued to shareholder (*)

Issuance of shares, net of issuance cost of $ 32

Exercise of options granted to employees

Exercise of warrants

Total comprehensive loss

Balance as of June 30, 2021

Balance as of September 30, 2021

an amount less than $1

comprehensive

stockholders’

Balance as of April 1, 2020

Additional paid-in

Accumulated other comprehensive

Total stockholders’

Balance as of July 1, 2020

Stock-based compensation related to options granted to employees and consultants

Issuance of shares, net of issuance cost of $ 642

Issuance of shares, net of issuance cost

Exercise of warrants and pre funded warrants

Exercise of warrants

Total comprehensive loss

Balance as of June 30, 2020

Balance as of September 30, 2020

an amount less than $1

AND ITS SUBSIDIARIES

Consolidated Interim Statements of Cash Flows

Consolidated Interim Statements of Cash Flows (Unaudited)

dollars in thousands

Six-Months Ended

Cash flows from operating activities:

1 unchanged sentence

Amortization of operating lease right-of-use asset

Revaluation of derivatives

Revaluation of warrants and derivatives

Revaluation of investment in marketable securities

3 unchanged sentences

Decrease in other receivables and prepaid expenses

Decrease in trade payable

Increase (decrease) Increase in accounts payable

Increase (decrease) in trade payable

Increase in accounts payable

Net cash used in operating activities

18 unchanged sentences

dollars in thousands (except share data and per share data)

is developing unique measurement technologies based on algorithms with applications in a variety of areas, from the apparel

e-commerce market, to the courier services market and to the Do It Yourself smartphone and tablet apps market.

The technology is

driven by proprietary algorithms which are able to calculate and record measurements in a variety of novel ways.

Company has three subsidiaries, My Size Israel 2014 Ltd (“My Size Israel”).

and Topspin Medical (Israel) Ltd., both of

which are incorporated in Israel and My Size LLC which was incorporated in Russian Federation.

References to the Company include

the subsidiaries unless the context indicates otherwise.

the six month period ended June 30, 2021, the Company has incurred significant losses and negative cash flows from operations and

has an accumulated deficit of $ 40,468 .

The Company has financed its operations mainly through fundraising from various investors.

Company’s management expects that the Company will continue to generate losses and negative cash flows from operations for

the foreseeable future.

Based on the projected cash flows and cash balances as of June 30, 2021, management is of the opinion that

its existing cash will be sufficient to fund operations until the end of March 2022.

As a result, there is substantial doubt about

the Company’s ability to continue as a going concern.

plans include the continued commercialization of the Company’s products and securing sufficient financing through the sale

of additional equity securities, debt or capital inflows from strategic partnerships.

Additional funds may not be available when

the Company needs them, on terms that are acceptable to it, or at all.

If the Company is unsuccessful in commercializing its products

and securing sufficient financing, it may need to cease operations.

financial statements include no adjustments for measurement or presentation of assets and liabilities, which may be required should

the Company fail to operate as a going concern.

is developing unique measurement technologies based on algorithms with applications

in a variety of areas, from the apparel e-commerce market, to the courier services market

and to the Do It Yourself smartphone and tablet apps market.

The technology is driven by

proprietary algorithms which are able to calculate and record measurements in a variety of

Company has three subsidiaries, My Size Israel 2014 Ltd (“My Size Israel”) and Topspin Medical (Israel) Ltd., both of

which are incorporated in Israel and My Size LLC which was incorporated in the Russian Federation.

References to the Company

include the subsidiaries unless the context indicates otherwise.

the nine month period ended September 30, 2021, the Company has incurred significant losses

and negative cash flows from operations and has an accumulated deficit of $ 42,476 .

has financed its operations mainly through fundraising from various investors.

Taking into account the proceeds from warrant exercises and the Company’s

financing in October 2021 described in note 7b below, management’s believes that cash on hand will be sufficient to meet its obligations

for a period which is longer than 12 months.

to note 1b of the Company’s Annual Report on Form 10-K for the year ended December

On May 26, 2021, The Company,

My Size Israel and Shoshana Zigdon entered into an Amendment to Purchase Agreement (the “Amendment”) which made certain

amendments to a Purchase Agreement between the parties dated February 16, 2014 (the “Purchase Agreement”).

the Amendment, Ms.

Zigdon agreed to irrevocably waive the right to repurchase certain assets related to the collection of data for

measurement purposes that My Size Israel acquired from Ms.

May 26, 2021, the Company, My Size Israel and Shoshana Zigdon entered into an Amendment to Purchase Agreement (the “Amendment”)

which made certain amendments to a Purchase Agreement between the parties dated February 16, 2014 (the “Purchase Agreement”).

Pursuant to the Amendment, Ms.

Zigdon agreed to irrevocably waive the right to repurchase certain assets related to the collection

of data for measurement purposes that My Size Israel acquired from Ms.

Zigdon under the Purchase Agreement and upon which the Company’s

4 unchanged sentences

In consideration of the Waiver, the Company issued

2,500,000 shares of common stock to Ms.

shares of common stock to

Zigdon in a private placement.

1 unchanged sentence

the sales restrictions.

the six and three month period ended June 30, 2021, an amount of $ 2,618 was recorded in research and development expense.

the nine and three month period ended September 30, 2021, an amount of $ 2,618 and $ 0 was recorded in research and development expense

respectively.

2 - Significant Accounting Policies

10 unchanged sentences

with rules and regulations of the SEC.

Operating results for the six months ended June 30, 2021 are not necessarily indicative of the

results that may be expected for any future period or for the year ending December 31, 2021.

unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial

statements and the notes thereto for the year ended December 31, 2020.

Operating results for the nine months ended September 30, 2021 are not necessarily indicative

of the results that may be expected for any future period or for the year ending December 31, 2021.

These unaudited condensed

consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and

the notes thereto for the year ended December 31, 2020.

Use of estimates :

preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the

amounts reported and disclosed in the financial statements and the accompanying notes.

Actual results could differ materially from these

The preparation of consolidated

financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported and disclosed

in the financial statements and the accompanying notes.

Actual results could differ materially from these estimates.

AND ITS SUBSIDIARIES

34 unchanged sentences

company on the OTCQB.

to sales restrictions on the sale of the iMine share, the fair value of the shares was measured on the basis of the quoted market price

for an otherwise identical unrestricted equity instrument of the same issuer that trades in a public market, adjusted to reflect the

effect of the sales restrictions and is therefore, ranked as Level 2 assets.

Schedule of Fair value of Financial Assets and Liabilities

June 30, 2021

to sales restrictions on the sale of the iMine shares, the fair value of the shares was measured on the basis of the quoted market

price for an otherwise identical unrestricted equity instrument of the same issuer that trades in a public market, adjusted to reflect

the effect of the sales restrictions and is therefore, ranked as Level 2 assets.

of Fair value of Financial Assets and Liabilities

September 30, 2021

Fair value hierarchy

1 unchanged sentence

Investment in marketable securities (*)

value hierarchy

AND ITS SUBSIDIARIES

2 unchanged sentences

3 - Financial Instruments (Cont.)

value hierarchy

in marketable securities (*)

the six and three month periods ended June 30, 2021 and 2020, the recognized gain (based on quoted market prices with a discount

due to security restrictions on iMine shares) of the marketable securities was $ 22 and $ ( 27 ) , and $ 15 and $ 3 , respectively.

value hierarchy

December 31, 2020

Fair value hierarchy

Financial assets

Investment in marketable securities (*)

the nine and three month periods ended September 30, 2021 and 2020, the recognized gain (loss) (based on quoted market prices with

a discount due to security restrictions on iMine shares) of the marketable securities was $ 46 and $ 24 , and $ 18 and $ 3 , respectively.

December 31, 2020

Fair value hierarchy

Financial liabilities

4 - Stock Based Compensation

1 unchanged sentence

Sales and Marketing and General and Administrative expenses as shown in the following table:

Schedule of Stock Based Expenses

Six months ended

of Stock Based Expenses

Nine months ended

September 30,

Three months ended

September 30,

Stock-based compensation expense - Research and development

2 unchanged sentences

issued to consultants:

In May 2021, the Company entered into a

consulting agreement with a consultant pursuant to which the Company agreed upon the three-month anniversary of the agreement to

issue to the consultant a (i) a warrant to purchase up to 50,000

shares of the Company’s common stock exercisable at $ 1.50

per share and expiring on December

May 2021, the Company entered into a consulting agreement with a consultant pursuant to which

the Company agreed upon the three-month anniversary of the agreement to issue to the consultant

a (i) a warrant to purchase up to 50,000

of the Company’s common stock exercisable at $ 1.50

share and expiring on December

and (ii) a warrant to purchase up to 50,000

shares of the Company’s common stock exercisable at $ 2.00

per share and expiring on December

During both the six and three month period

ended June 30, 2021, an amount of $ 38 , respectively, was recorded by the Company as stock option compensation expense with respect

to the consultant.

In June 2021, the Company entered into a

consulting agreement with a consultant pursuant to which the Company agreed to issue to the consultant a warrant to purchase up to 50,000

shares of the Company’s common stock exercisable at $ 1.50

per share and expiring on December

During both the six and three month period

ended June 30, 2021, an amount of $ 9 , was recorded by the Company as stock option compensation expense with respect to the consultant.

the six month period ended June 30, 2021, the Company issued 150,000

warrants to consultants, no such warrants

were exercised and warrants to purchase 3,667

shares expired.

total stock option compensation expense during the six and three month period ended June 30, 2021 and 2020 which was recorded under sales

and marketing was $ 60 , $ 53 , $ 5 and $ 1 respectively and under general and administrative was $ 0 , $ 0 , $ 12 and $ 6 , respectively.

of the Company’s common stock exercisable at $ 2.00

share and expiring on December 31, 2022 .

the nine and three month period ended September 30, 2021, an amount of $ 63 , and $ 25 , respectively, was recorded by the Company as

stock option compensation expense with respect to the consultant.

June 2021, the Company entered into a consulting agreement with a consultant pursuant to

which the Company agreed to issue to the consultant a warrant to purchase up to 50,000 shares

of the Company’s common stock exercisable at $ 1.50 per share and expiring on December

the nine and three month period ended September 30, 2021, an amount of $ 34 and $ 25 was recorded by the Company as stock option compensation

expense with respect to the consultant.

the nine month period ended September 30, 2021, the Company issued 150,000 warrants to consultants, no such warrants were exercised

and warrants to purchase 3,667 shares expired.

total stock option compensation expense during the nine and three month period ended September 30, 2021 and 2020 which was recorded under

sales and marketing was $ 116 , $ 56 , $ 8 and $ 3 respectively and under general and administrative was $ 0 , $ 0 , $ 17 and $ 5 , respectively.

AND ITS SUBSIDIARIES

12 unchanged sentences

in August 2020, the Company’s shareholders approved an increase in the number of shares available for issuance under the Plan to

May 25, 2020, the compensation committee of the Board of Directors of the Company reduced the exercise

price of outstanding options of employees and directors of the Company for the purchase of an aggregate of 140,237 shares of common stock

of the Company (with exercise prices ranging between $ 18.15 and $ 9.15 ) to $ 1.04 per share, which was the closing price for the Company’s

common stock on May 22, 2020, and extended the term of the foregoing options for an additional one year from the original date of expiration.

The incremental compensation cost resulting from the repricing was $ 53 , and the expenses during the six and three month period ended

June 30, 2021 were $ 1 , $ 0 and the expenses during both the six and three months ended June 30, 2020 were $ 43 .

May 25, 2020, the compensation committee of the Board of Directors of the Company reduced the exercise price of outstanding options of

employees and directors of the Company for the purchase of an aggregate of 140,237

shares of common stock of the

Company (with exercise prices ranging between $ 18.15

per share, which was the closing

price for the Company’s common stock on May 22, 2020, and extended the term of the foregoing options for an additional one year

from the original date of expiration.

The incremental compensation cost resulting from the repricing was $ 53 ,

and the expenses during the nine and three month period ended September 30, 2021 were $ 2

respectively and the expenses during both the nine

and three months ended September 30, 2020 were $ 47

respectively.

August 10, 2020, the Company’s shareholders approved an increase in the shares available for issuance under the 2017 Employee Plan

3 unchanged sentences

Plan was reduced from 466,667 to 216,667 shares.

the six and three month period ended June 30, 2021, the Company granted an aggregate of 97,500 of stock options under the 2017 Employee

Plan, no such options were exercised and options to purchase 40,777 and 19,167 shares of common stock, respectively, expired.

total stock option compensation expense during the six and three month period ended June 30, 2021 and 2020 which was recorded was $ 171

the nine and three month period ended September 30, 2021, the Company granted an aggregate of 97,500

of stock options under the 2017

Employee Plan, 4,458 options were exercised and options to purchase 40,777

shares of common stock, respectively,

total stock option compensation expense during the nine and three month period ended September 30, 2021 and 2020 which was recorded was

$ 234 and $ 62 , and $ 312 and $ 209 , respectively.

3 unchanged sentences

5 - Contingencies and Commitments

August 7, 2018, the Company commenced an action against North Empire LLC (“North Empire”) in the Supreme Court of the

State of New York, County of New York for breach of a Securities Purchase Agreement (the “Agreement”) in which it is

seeking damages in an amount to be determined at trial, but in no event less than $ 616,000 .

On August 2, 2018, North Empire filed

a Summons with Notice against the Company, also in the same Court, in which they allege damages in an amount of $ 11.4 million arising

from an alleged breach of the Agreement.

On September 6, 2018 North Empire filed a Notice of Discontinuance of the action it had

filed on August 2, 2018.

On September 27, 2018, North Empire filed an answer and asserted counterclaims in the action commenced by

the Company against them, alleging that the Company failed to deliver stock certificates to North Empire causing damage to North

Empire in the amount of $ 10,958,589 .

North Empire also filed a third-party complaint against the Company’s CEO and now former

Chairman of the Board asserting similar claims against them in their individual capacities.

On October 17, 2018, the Company filed

a reply to North Empire’s counterclaims.

On November 15, 2018, the Company’s CEO and now former Chairman of the Board

filed a motion to dismiss North Empire’s third-party complaint.

On January 6, 2020, the Court granted the motion and dismissed

the third-party complaint.

Discovery has been completed and both parties have filed motions for summary judgment in connection with

the claims and counterclaims.

August 7, 2018, the Company commenced an action against North Empire LLC (“North Empire”)

in the Supreme Court of the State of New York, County of New York for breach of a Securities

Purchase Agreement (the “Agreement”) in which it is seeking damages in an amount

to be determined at trial, but in no event less than $ 616,000 .

On August 2, 2018, North Empire filed a Summons with Notice against the Company, also in

the same Court, in which they allege damages in an amount of $ 11.4

arising from an alleged breach of the Agreement.

On September 6, 2018 North Empire filed

a Notice of Discontinuance of the action it had filed on August 2, 2018.

On September 27,

2018, North Empire filed an answer and asserted counterclaims in the action commenced by

the Company against them, alleging that the Company failed to deliver stock certificates

to North Empire causing damage to North Empire in the amount of $ 10,958,589 .

also filed a third-party complaint against the Company’s CEO and now former Chairman

of the Board asserting similar claims against them in their individual capacities.

17, 2018, the Company filed a reply to North Empire’s counterclaims.

On November 15,

2018, the Company’s CEO and now former Chairman of the Board filed a motion to dismiss

North Empire’s third-party complaint.

On January 6, 2020, the Court granted the motion

and dismissed the third-party complaint.

Discovery has been completed and both parties have

filed motions for summary judgment in connection with the claims and counterclaims.

Company believes it is more likely than not that the counterclaims will be denied.

July 5, 2021, the Company was served with a legal complaint filed by Fidelity Venture Capital Ltd.

and Dror Atzmon in the Magistrate’s

Court in Tel Aviv for a monetary award in an amount of NIS 1,436,679

July 5, 2021, the Company was served with a legal complaint filed by Fidelity Venture Capital

and Dror Atzmon in the Magistrate’s Court in Tel Aviv for a monetary award in

an amount of NIS 1,436,679

(approximately

and a declaratory relief.

The plaintiffs allege that the Company breached its contractual obligations to pay them for services

allegedly rendered to the Company by the plaintiffs under a certain consulting agreement dated July 2, 2014, in an amount of NIS 819,000 .

Additionally, the plaintiffs allege that the Company should compensate them for losses allegedly incurred by them following their investment

in the Company’s shares issued under a certain private offering.

In the alternative, the plaintiffs move that the court will declare

the investment agreement void with full restitution of plaintiffs’ original investment in an amount of NIS 1,329,650 .

At this preliminary stage, before any fact finding and pre-trial procedures (including disclosure of documents) have been conducted and

before the statement of defense has been prepared and filed, the Company cannot evaluate the chances of the claim to succeed.

The plaintiffs allege that the Company breached its contractual

obligations to pay them for services allegedly rendered to the Company by the plaintiffs

under a certain consulting agreement dated July 2, 2014, in an amount of NIS 819,000

(approximately

Additionally, the plaintiffs

allege that the Company should compensate them for losses allegedly incurred by them following

their investment in the Company’s shares issued under a certain private offering.

the alternative, the plaintiffs move that the court will declare the investment agreement

void with full restitution of plaintiffs’ original investment in an amount of NIS 1,329,650

(approximately

Company filed its statement of defense on October 25, 2021.

The first preliminary court hearing

of the case is scheduled for January 23, 2022.

this preliminary stage, before any fact finding and pre-trial procedures (including disclosure of documents) have been conducted the

Company cannot evaluate the chances of the claim to succeed.

May 2021, the Company received notice from Custodian Ventures, LLC (“Custodian”)

of its intention to nominate four candidates to stand for election to our board of directors

at the Company’s 2021 annual meeting of stockholders.

Custodian subsequently made a book and records

request and has made public statements calling for changes to our management.

September 22, 2021, Custodian commenced an action in the Court of Chancery of the State of Delaware captioned, Custodian Ventures, LLC

(the “Delaware Action”).

In the Delaware Action, Custodian sought an order from the

Court of Chancery pursuant to Section 211 of the General Corporation Law of the State of Delaware compelling us to hold an annual meeting.

On November 4, 2021, the Company entered into a settlement agreement (the

“Settlement Agreement”) with Custodian and certain affiliates and director nominees (collectively, the “Lazar Parties”)

settling and dismissing the Delaware Action (see note 7c).

On October 19, 2021, the Company commenced an action in the United States

District Court for the Southern District of New York against Custodian, Activist Investing LLC, Milton C.

Ault III, Ault Alpha LP, Ault

Alpha GP LLC, Ault Capital Management LLC, Ault & Company Inc., David Aboudi, Patrick Loney and David Nathan, , pursuant to Sections

13(d) and 14(a) of the Securities Exchange Act of 1934, and certain rules promulgated thereunder (the “SDNY Action”).

complaint sought, among other things, declaratory and injunctive relief related to defendants’ efforts to nominate a slate of directors

for election at our next annual meeting.

The complaint alleged that the defendants formed an undisclosed “group” for purposes

of Section 13(d) and has misrepresented its true purpose in purchasing My Size, Inc.

stock in filings made with the SEC.

the complaint alleged that the defendants engaged in an unlawful solicitation of investors in violation of the Exchange Act proxy rules

in connection with their efforts to elect a slate of directors to the Company’s board of directors.

On October 20, 2021, the Court

signed an order granting a hearing on an anticipated motion for a preliminary injunction and expedited scheduling and discovery in aid

thereof, and scheduled that hearing for December 2, 2021.

On November 4, 2021, the Company entered into the Settlement Agreement with

the Lazar Parties settling and dismissing the claims asserted in the SDNY Action and the Delaware Action against one another (see note

On November 8, 2021, the remaining defendants in the SDNY Action filed and answer and counterclaim asserting a claim against the

Company pursuant to New York Civil Rights Law Section 70-a, also known as New York’s anti-SLAPP statute.

6 - Significant Events During the Reporting Period

18 unchanged sentences

While initially the outbreak was

largely concentrated in China, it has now spread to Israel and the United States, and infections have been reported globally.

countries around the world, including in Israel, have from time to time significant governmental measures being implemented to control

the spread of the virus, including temporary closure of businesses, severe restrictions on travel and the movement of people, and

other material limitations on the conduct of business.

largely concentrated in China, spread globally.

Many countries around the world, including in Israel, have from time to time significant governmental measures being implemented

to control the spread of the virus, including temporary closure of businesses, severe restrictions on travel and the movement of

people, and other material limitations on the conduct of business.

These measures have resulted in work stoppages and other disruptions.

Company has implemented remote working and work place protocols for its employees in accordance with government requirements.

addition, while the Company has seen an increased demand for MySizeID, the COVID-19 pandemic has had a particularly adverse impact

The Company has implemented remote working and work place protocols for its employees in accordance with government requirements.

In addition, while the Company has seen an increased demand for MySizeID, the COVID-19 pandemic has had a particularly adverse impact

on the retail industry and this has resulted in an adverse impact on the Company’s marketing and sales activities.

5 unchanged sentences

actions that may be required to contain COVID-19 or treat its impact.

7 - Events Subsequent to the balance sheet date

On October 26, 2021, holders of warrants exercised an aggregate

of 2,625,908 shares of common stock in consideration for $ 2,889 .

October 28, 2021, the Company sold in a registered direct offering 2,514,800

shares of its common stock

and, in a concurrent private placement, an aggregate of 1,886,100

unregistered warrants to

purchase shares of common stock, at an offering price of $ 1.352

per share and associated

In addition, on the same day, the Company sold in a private placement 3,772,208

unregistered shares of common

stock and unregistered warrants to purchase up to an aggregate of 2,829,156

shares of common stock at

the same purchase price as in the registered direct offering.

The warrants are immediately exercisable and will expire five years

from issuance at an exercise price of $ 1.26 per share, subject to adjustment as set forth therein.The gross proceeds from the

offerings were $ 8,500 .

The net proceeds to the Company from the offerings were approximately $ 7,560 ,

after deducting placement agent’s fees and other estimated offering expenses payable by the Company.

In connection with

the offerings, the Company issued to the placement agent warrants to purchase 440,091 shares on substantially the same terms as the

purchasers in the offerings at an exercise price of $ 1.69 per share and a term expiring on October 26, 2026 .

November 4, 2021, the Company entered into the Settlement Agreement with the Lazar Parties.

Pursuant to the Settlement Agreement,

the Company and the Lazar Parties agreed to compromise and settle the Delaware Action and SDNY Action.

In addition, pursuant to the

Settlement Agreement, the Company agreed to reimburse Custodian for out of pocket expenses and in consideration for the dismissal

and release of claims against the Company an aggregate amount equal to $ 275 , to be paid within three business days of the effective

date of the Settlement Agreement.

With respect to the Company’s 2021 annual meeting of stockholders, Custodian agreed to, among

other things, withdraw or rescind (i) its May 12, 2021 notice of stockholder nominations of four director candidates with respect

to the Company’s 2021 annual meeting of stockholders, (ii) the notice dated October 28, 2021 submitted by Custodian to the

Company notifying the Company of Custodian’s continued intent to bring its nomination of four director candidates before the

Company’s stockholders at the 2021 annual meeting, and (iii) any and all related materials and notices submitted to the Company

in connection therewith or related thereto and to not take any further action in connection with the solicitation of any proxies

in connection with the Company.

Custodian also agreed to cease any and all solicitation and other activities in connection with the

2021 annual meeting.

In addition, Custodian agreed to certain customary standstill provisions for a period of five years beginning

on the effective date of the Agreement (the “Standstill Period”).

The Settlement Agreement also provides that during

the Standstill Period, the Lazar Parties will vote all shares of common stock of the Company it beneficially owns in in accordance

with any proposal or recommendation made by the Company or the Board of Directors of the Company that is submitted to the stockholders

of the Company, unless to do so would violate applicable law and except with respect to certain extraordinary transactions.

The Settlement

Agreement also contains non-disparagement and confidentiality provisions, subject to certain exceptions.

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