What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-05-15 compared with 2023-11-14 · 91 added, 239 removed, 138 unchanged (71% of the section changed)

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information should also be read in conjunction with the information contained in our Annual Report on Form 10-K for the year ended December

31, 2022, filed with the Securities and Exchange Commission on April 14, 2023, or the Annual Report, including the consolidated annual

31, 2023, filed with the Securities and Exchange Commission, or the SEC on April 1, 2024, or the Annual Report, including the consolidated annual

financial statements as of December 31, 2023 and their accompanying notes included therein.

Quarterly Report on Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of

1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended.

Any statements in this Quarterly

Report on Form 10-Q about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical

facts and are forward-looking statements.

These statements are often, but not always, made through the use of words or phrases such as

“believe,” “will,” “expect,” “anticipate,” “estimate,” “intend,”

“plan” and “would.” For example, statements concerning financial condition, possible or assumed future results

of operations, growth opportunities, industry ranking, plans and objectives of management, markets for our common stock and future management

and organizational structure are all forward-looking statements.

1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended or the Exchange Act.

statements in this Quarterly Report on Form 10-Q about our expectations, beliefs, plans, objectives, assumptions or future events or

performance are not historical facts and are forward-looking statements.

These statements are often, but not always, made through

the use of words or phrases such as “believe,” “will,” “expect,” “anticipate,”

“estimate,” “intend,” “plan” and “would.” For example, statements concerning

financial condition, possible or assumed future results of operations, growth opportunities, industry ranking, plans and objectives

of management, markets for our common stock and future management and organizational structure are all forward-looking statements.

Forward-looking statements are not guarantees of performance.

known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements

to differ materially from any results, levels of activity, performance or achievements expressed or implied by any forward-looking statement.

They involve known and unknown risks, uncertainties and assumptions

that may cause actual results, levels of activity, performance or achievements to differ materially from any results, levels of

activity, performance or achievements expressed or implied by any forward-looking statement.

forward-looking statements are qualified in their entirety by reference to the risk factors discussed throughout this Quarterly Report

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projections contained in the forward-looking statements include but are not limited to:

our history of losses

and needs for additional capital to fund our operations and our inability to obtain additional capital on acceptable terms, or at

risks related to our

ability to continue as a going concern;

the new and unproven

nature of the measurement technology markets;

our ability to achieve

customer adoption of our products;

our ability to realize

the benefits of our acquisitions of Orgad and Naiz;

our dependence on assets

we purchased from a related party;

our ability to enhance

our brand and increase market awareness;

our ability to introduce

new products and continually enhance our product offerings;

the success of our strategic

relationships with third parties;

information technology

system failures or breaches of our network security;

competition from competitors;

our reliance on key

members of our management team;

current or future litigation;

current or future unfavorable

economic and market conditions and adverse developments with respect to financial institutions and associated liquidity risk;

the impact of the political

and security situation in Israel on our business.

history of losses and needs for additional capital to fund our operations and our inability to obtain additional capital on acceptable

terms, or at all;

related to our ability to continue as a going concern;

new and unproven nature of the measurement technology markets;

ability to achieve customer adoption of our products;

ability to realize the benefits of our acquisitions of Orgad and Naiz;

dependence on assets we purchased from a related party;

ability to enhance our brand and increase market awareness;

ability to introduce new products and continually enhance our product offerings;

success of our strategic relationships with third parties;

technology system failures or breaches of our network security;

from competitors;

reliance on key members of our management team;

or future litigation;

or future unfavorable economic and market conditions and adverse developments with respect to financial institutions and associated

liquidity risk;

impact of the political and security situation in Israel on our business.

foregoing list sets forth some, but not all, of the factors that could affect our ability to achieve results described in any forward-looking

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dollar translations of NIS amounts presented in this Quarterly Report on

Form 10-Q for three months ended on September 30, 2023 are translated using the rate of NIS 3.824 to $1.00.

Form 10-Q for three months ended on March 31, 2024 are translated using the rate of NIS 3.681 to $1.00.

information in this Quarterly Report on Form 10-Q relating to shares or price per share reflects the 1-for-8 reverse stock split effected

by us on December 8, 2022.

are an omnichannel e-commerce platform and provider of AI-driven SaaS measurement solutions, including MySizeID and our recently acquired

subsidiaries, Naiz Fit, which provides SaaS technology solutions that solve size and fit issues and AI solutions for smarter design through

data driven decisions for fashion ecommerce companies, and Orgad, an online retailer operating in the global markets.

To date, we have

generated almost all our revenue as a third-party seller on Amazon.

Our advanced software and solutions assists us in supply chain, identifying

products that can drive growth and provides a user-friendly experience and best customer service.

by us on April 19, 2024 with the shares beginning trading on a post-split basis on the Nasdaq Capital Market on April 23, 2024.

are an omnichannel e-commerce platform and provider of AI-driven SaaS measurement solutions, including MySizeID and our

subsidiaries, Naiz Fit, which provides SaaS technology solutions that solve size and fit issues and AI solutions for smarter design

through data driven decisions for fashion ecommerce companies, and Orgad, an online retailer operating in the global markets.

date, we have generated almost all our revenue as a third-party seller on Amazon.

Our advanced software and solutions assists us in

supply chain, identifying products that can drive growth and provides a user-friendly experience and best customer

flagship innovative tech products, MySizeID, enables shoppers to generate highly accurate measurements of their body to find the accurate

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and reducing operation costs.

January 2, 2023, Orgad experienced a fire at its warehouse in Israel.

We are not aware of any casualties or injuries associated with

We shifted Orgad’s operation to its headquarters.

The value of the inventory that was in the warehouse was approximately

We believe that this incident did not affect the future sales results of Orgad for the year of 2023.

The inventory was not

insured, we and the lessor signed an agreement to settle the issue in which we paid to the lessor an amount of $50,000 to cover his loss.

2023 Financing

January 10, 2023, we entered into a securities purchase agreement, or the RD Purchase Agreement, pursuant to which we agreed to sell

and issue in the RD Offering an aggregate of 162,000 of our shares of common stock, or the RD Shares, and pre-funded warrants, or the

Pre-funded Warrants, to purchase up to 279,899 shares of common stock and, in a concurrent private placement, unregistered warrants to

purchase up to 883,798 shares of common stock, or the RD Warrants, consisting of Series A warrants, or Series A Warrants, to purchase

up to 441,899 shares of common stock and Series B warrants, or Series B Warrants, to purchase up to 441,899 shares of common stock, at

an offering price of $3.055 per RD Share and associated Series A and Series B Warrants and an offering price of $3.054 per Pre-funded

Warrant and associated Series A and Series B Warrants.

addition, we entered into a securities purchase agreement, or the PIPE Purchase Agreement, and together with the RD Purchase Agreement,

the Purchase Agreements, pursuant to which we agreed to sell and issue in the PIPE Offering an aggregate of up to 540,098 unregistered

Pre-funded Warrants and unregistered warrants to purchase up to an aggregate of 1,080,196 shares of common stock, or the PIPE Warrants

and together with the RD Warrants, the Warrants, consisting of Series A Warrants to purchase up to 540,098 shares of common stock and

Series B Warrants to purchase up to 540,098 shares of common stock at an offering price of $3.054 per Pre-funded Warrant and associated

Series A and Series B Warrants.

Pre-funded Warrants are immediately exercisable at an exercise price of $0.001 per share and will not expire until exercised in full.

The Warrants are immediately exercisable upon issuance at an exercise price of $2.805 per share, subject to adjustment as set forth therein.

The Series A Warrants have a term of five and one-half years from the date of issuance and the Series B Warrants have a term of 28 months

from the date of issuance.

The Warrants may be exercised on a cashless basis if there is no effective registration statement registering

the shares underlying the warrants.

connection with the PIPE Purchase Agreement, we entered into a registration rights agreement, or the Registration Rights Agreement.

to the Registration Rights Agreement, we are required to file a resale registration statement, or the Registration Statement, with the

Securities and Exchange Commission, or the SEC, to register for resale the shares issuable upon exercise of the unregistered Pre-funded

Warrants and the Series A and Series B Warrants, within 20 days of the signing date of the PIPE Purchase Agreement, or the Signing Date,

and to have such Registration Statement declared effective within 60 days after the Signing Date in the event the Registration Statement

is not reviewed by the SEC, or 90 days of the Signing Date in the event the Registration Statement is reviewed by the SEC.

obligated to pay certain liquidated damages if we fail to maintain the effectiveness of the Registration Statement.

Purchase Agreements and the Registration Rights Agreements also contain representations, warranties, indemnification and other provisions

customary for transactions of this nature.

In addition, subject to limited exceptions, the Purchase Agreements provide that for a period

of one year following the closing of the Offerings, we will not effect or enter into an agreement to effect a “variable rate transaction”

as defined in the Purchase Agreements.

gross proceeds to the Company in respect of the Offerings was approximately $3.0 million, before deducting fees payable to the placement

agent and other offering expenses payable by the Company.

also entered into a letter agreement, or the Engagement Agreement, with H.C.

Wainwright & Co., LLC, or Wainwright, pursuant to which

Wainwright agreed to serve as the exclusive placement agent for the Company in connection with the Offerings.

We paid Wainwright a cash

placement fee equal to 7% of the aggregate gross proceeds raised in the Offerings, a management fee of 1% of the aggregate gross proceeds

raised in the Offerings, a non-accountable expense allowance of $85,000 and clearing fees of $15,950.

Wainwright also received placement

agent warrants, or the Placement Agent Warrants, with substantially the same terms as the Series A Warrants issued in the Offering in

an amount equal to 7% of the aggregate number of Shares and Pre-funded Warrants sold in the Offerings, or 68,740 shares, at an exercise

price of $3.8188 per share and a term expiring on January 10, 2028.

Operational Changes

May 2023, we initiated a transfer of the support, development and customer success operations to our recently acquired Spanish entity,

Naiz Fit, that is intended to improve efficiency and lower costs between the Company’s operations in Israel and Naiz Fit.

of this, we reduced headcount by 13 persons in Israel, including the termination of its Chief Commercial Officer, Ezequiel Javier Brandwain.

This restructuring did not have a material impact on the Company’s results.

The Company expects it to lower future operating costs

without significant impact on revenues.

addition, during 2023, Orgad made a strategic shift to utilizing Fulfillment by Amazon (FBA) rather than fulfilling directly, reducing

exposure to inventory risk and contributing to operating efficiencies.

July 13, 2023, the compensation committee of our board of directors reduced the exercise price of outstanding options of certain officers

and directors for the purchase of an aggregate of 23,575 shares of common stock (with exercise prices of $26.00 per share) to $1.09 per

share, which was the closing price for our shares of common stock on the Nasdaq Capital Market on July 13, 2023.

The exercise price reduction

includes options held by, among others, our named executive officers with respect to the following number of shares:

(i) Ronen Luzon,

the Company’s Chief Executive Officer and director:

8,001 shares, (ii) Or Kles, the Company’s Chief Financial Officer:

shares, and (iii) Billy Pardo, the Company’s Chief Operating Officer and Chief Product Officer:

6,094 shares.

August 24, 2023, we entered into an inducement offer letter agreement, or the Inducement Letter, with a certain holder, or the Holder,

of certain of our existing warrants to purchase up to (i) 1,963,994 shares of our common stock issued on January 12, 2023 at an exercise

price of $2.805 per share, or the January 2023 Warrants, (ii) 6,864 shares of our common stock issued on January 17, 2020 at an exercise

price of $94.00 per share, or the January 2020 Warrants, and (ii) 47,153 shares of our common stock issued on October 28, 2021 at an

exercise price of $31.50 per share, having terms ranging from 28 months to five and one-half years, or the October 2021 Warrants and

together with the January 2023 Warrants and the January 2020 Warrants, the Existing Warrants.

to the Inducement Letter, the Holder agreed to exercise for cash its Existing Warrants to purchase an aggregate of 2,018,012 shares of

our common stock at a reduced exercise price of $2.09 per share in consideration of our agreement to issue new common stock purchase

warrants, or the New Warrants, as described below, to purchase up to an aggregate of 5,367,912 shares of our common stock, or the New

Warrant Shares, at an exercise price of $2.09 per share.

We received aggregate gross proceeds of approximately $4.2 million from the

exercise of the Existing Warrants by the Holder, before deducting placement agent fees and other offering expenses payable by us.

closing of the transaction contemplated by the Inducement Letter closed on August 28, 2023.

also engaged Wainwright, or the Placement Agent, to act as our exclusive placement agent in connection with the transactions contemplated

by the Inducement Letter.

We also issued to the Placement Agent warrants, or the Placement Agent Warrants, to purchase up to 141,261

shares of our common stock (representing 7.0% of the Existing Warrants that were exercised), which will have the same terms as the New

Warrants except the Placement Agent Warrants will have an exercise price equal to $2.6125 per share (125% of the reduced exercise price

of the Existing Warrants).

Similar to the New Warrants, the Placement Agent Warrants will be immediately exercisable on or after the

Stockholder Approval Date (as defined in the New Warrants).

The issuance of the New Warrant Shares is subject to stockholder approval

under applicable rules and regulations of The Nasdaq Capital Market, or the Stockholder Approval.

The Stockholder Approval has been included

as an agenda item at our upcoming annual meeting of stockholders to be held on December 27, 2023, or the 2023 Annual Meeting, and is

further described in our preliminary proxy statement with respect to the 2023 Annual Meeting as filed with the U.S.

Securities and Exchange

Commission on November 14 2023.

If the event that the Stockholder Approval is not approved by our stockholders at the 2023 Annual

Meeting, we have agreed to call a meeting every 90 days thereafter to seek Stockholder Approval until the earlier of the date on which

Stockholder Approval is obtained or the Inducement Warrants are no longer outstanding.

Upon any exercise for cash of any New Warrants,

we have agreed to issue the Placement Agent warrants representing 7.0% of the shares of common stock underlying such New Warrants.

Hamas-Israel War

October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian

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and terror attacks.

We cannot currently predict the intensity or duration of Israel’s war against Hamas, nor can we predict how

this war will ultimately affect our business and operations or Israel’s economy in general.

addition to our Israel operations, we have operations in Russia through our wholly owned subsidiary, My Size LLC.

Specifically, we undertake

some of our sales and marketing using personnel located in Russia.

To date, mainly due to the invasion of Ukraine by Russia and the ongoing

sanctions, we scaled back and we expect to close down our subsidiary operations in the near future.

In addition, since the commencement of these events, there have been continued hostilities along Israel’s northern

border with Lebanon (with the Hezbollah terror organization) and southern border (with the Houthi movement in Yemen).

It is possible

that hostilities with Hezbollah in Lebanon will escalate, and that other terrorist organizations, including Palestinian military organizations

in the West Bank as well as other hostile countries will join the hostilities.

In addition, Iran

recently launched a direct attack on Israel involving hundreds of drones and missiles and has threatened to continue to attack Israel

and is widely believed to be developing nuclear weapons.

Iran is also believed to have a strong influence among extremist groups in the

region, such as Hamas in Gaza, Hezbollah in Lebanon, the Houthi movement in Yemen and various rebel militia groups in Syria and Iraq.

Such clashes may escalate in the future into a greater regional conflict.

of Operations

table below provides our results of operations for the periods indicated.

Three months ended

Nine months ended

(dollars in thousands)

Cost of revenues

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Equity accounted losses

and Three Months Ended September 30, 2023 Compared to Nine and Three Months Ended September 30, 2022

revenues for the nine months ended September 30, 2023 amounted to $4,166,000 compared to $1,931,000 for the nine months ended September

revenues for the three months ended September 30, 2023 amounted to $2,156,000 compared to $726,000 for the three months ended September

The increase in the nine months ended September 30, 2023 from the corresponding period is primarily attributable to (i) revenue

generated from Orgad that was consolidated for the full nine months in 2023 as opposed to just eight months in the corresponding period

in 2022, and (ii) revenue generated from Naiz Fit that was acquired in October 2022.

The increase in the three months ended September

30, 2023 from the corresponding period is primarily attributable to an increase in Orgad sales and revenue generated from Naiz Fit.

cost of revenues expenses for the nine months ended September 30, 2023 amounted to $2,698,000 compared to $1,607,000 for the nine months

ended September 30, 2022.

The increase in comparison with the corresponding period was mainly due to an inventory mark-down of $643,000

due to the fire that occurred in Orgad’s warehouse during January 2023 and an increase in revenues as described above.

cost of revenues expenses for the three months ended September 30, 2023 amounted to $780,000 compared to $877,000 for the three months

ended September 30, 2022.

The increase in comparison with the corresponding period was mainly due an increase in revenues as described

Income tax benefit

Months Ended March 31, 2024 Compared to Three Months Ended March 31, 2023

revenues for the three months ended March 31, 2024 amounted to $2,984,000 compared to $720,000 for the three months ended March 31, 2023.

The increase in the three months ended March 31, 2024 from the corresponding period is primarily attributable to an increase in Orgad

cost of revenues expenses for the three months ended March 31, 2024 amounted to $1,788,000 compared to $1,147,000 for the three months

ended March 31, 2023.

The increase in comparison with the corresponding period was mainly due to an increase in revenues described above

offset by an inventory mark-down of $643,000 due to the fire that occurred in Orgad’s warehouse during January 2023.

and Development Expenses

research and development expenses for the nine months ended September 30, 2023 amounted to $811,000 compared to $1,152,000 for the nine

months ended September 30, 2022.

The decrease from the corresponding period was mainly due to a decrease in salaries expenses due to

reduced headcount and a decrease in subcontractor expenses.

research and development expenses for the three months ended September 30, 2023 amounted to $242,000 compared to $350,000 for the three

months ended September 30, 2022.

The decrease from the corresponding period was mainly due to a decrease in salaries expenses due to

reduced headcount and a decrease in subcontractor expenses.

research and development expenses for the three months ended March 31, 2024 amounted to $132,000 compared to $342,000 for the three months

ended March 31, 2023.

The decrease from the corresponding period was mainly due to a decrease in salaries expenses due to reduced headcount

and a decrease in subcontractor expenses.

and Marketing Expenses

sales and marketing expenses for the nine months ended September 30, 2023 amounted to $2,598,000 compared to $2,526,000 for the nine

months ended September 30, 2022.

The increase primarily resulted from an increase in Amazon fees due to the increase in sales offset

by a decrease in salary expenses due to reduced headcount, consultant expenses, travel and marketing expenses.

sales and marketing expenses for the three months ended September 30, 2023 amounted to $952,000 compared to $672,000 for the three

months ended September 30, 2022.

The increase primarily resulted from an increase in Amazon fees due to the increase in sales offset

by a decrease in salary expenses due to reduced headcount, consultant expenses, travel and marketing expenses.

sales and marketing expenses for the three months ended March 31, 2024 amounted to $1,102,000 compared to $679,000 for the three months

ended March 31, 2023.

The increase primarily resulted from an increase in Amazon fees due to the increase in sales offset by a decrease

in salary expenses due to reduced headcount, consultant expenses, travel and marketing expenses.

and Administrative Expenses

general and administrative expenses for the nine months ended September 30, 2023 amounted to $3,210,000 compared to $2,378,000 for the

nine months ended September 30, 2022.

The increase compared to the corresponding period was mainly due to an increase in employee salaries

mainly due to the Orgad and Naiz acquisitions and an increase in professional expenses.

general and administrative expenses for the three months ended September 30, 2023 amounted to $1,287,000 compared to $802,000 for the

three months ended September 30, 2022.

The increase compared to the corresponding period was mainly due to an increase in employee salaries

mainly due to the Orgad and Naiz acquisitions and an increase in professional expenses.

As a result of the foregoing, for the nine months ended September 30,

2023, our operating loss was $5,151,000, a decrease of $581,000 or 10.1%, compared to our operating loss for the nine months ended September

30, 2022 of $5,732,000.

As a result of the foregoing, for the three months ended September

30, 2023, our operating loss was $1,105,000 a decrease of $870,000 or 44%, compared to our operating loss for the three months ended September

30, 2022 of $1,975,000.

general and administrative expenses for the three months ended March 31, 2024 amounted to $1,033,000 compared to $1,044,000 for the three

months ended March 31, 2023.

a result of the foregoing, for the three months ended March 31, 2024, our operating loss was $1,071,000 a decrease of $1,421,000 or 57.0%,

compared to our operating loss for the three months ended March 31, 2023 of $2,492,000.

Income (Expenses), Net

financial expenses, net for the nine months ended September 30, 2023, amounted to $78,000 compared to financial expense of $198,000 for

the nine months ended September 30, 2022.

The increase compared to the corresponding period was mainly due to an increase in financial

expenses exchange rate differences.

financial income, net for the three months ended September 30, 2023, amounted to $22,000 as opposed to financial expense of $51,000 for

the three months ended September 30, 2022.

The increase compared to the corresponding period was mainly due to an increase in financial

expenses exchange rate differences.

a result of the foregoing, our net loss for the nine months ended September 30, 2023, was $5,077,000, compared to net loss of $5,930,000

for the nine months ended September 30, 2022.

a result of the foregoing, our net loss for the three months ended September 30, 2023 was $1,132,000, compared to net loss of $2,026,000

for the three months ended September 30, 2022.

financial income, net for the three months ended March 31, 2024 amounted to $55,000 compared to financial expense of $146,000 for the

three months ended March 31, 2023 The increase compared to the corresponding period was mainly due to an increase in financial expenses

exchange rate differences.

a result of the foregoing, our net loss for the three months ended March 31, 2024 was $1,016,000, compared to net loss of $2,654,000

for the three months ended March 31, 2023.

The decrease in net loss was mainly due to the reasons mentioned above.

and Capital Resources

our inception, we have funded our operations primarily through public and private offerings of debt and equity in the State of Israel

and in the U.S.

of September 30, 2023, we had cash, cash equivalents, and restricted cash of $3,767,000 compared to $2,363,000 of cash, cash equivalents

our inception, we have funded our operations primarily through public and private offerings of debt and equity securities in the

State of Israel and in the United States

of March 31, 2024, we had cash, cash equivalents, and restricted cash of $1,211,000 compared to $2,264,000 of cash, cash equivalents

and restricted cash as of December 31, 2023.

This increase primarily resulted from the public and private offerings that we completed

in January 2023 and the offering that was completed in August 2023 offset by our operating activities, the acquisition of Orgad and Naiz

Fit, and resources that were deployed to grow both businesses.

used in operating activities amounted to $4,910,000 for the nine months ended September 30, 2023, compared to $5,858,000 for the nine

months ended September 30, 2022.

The decrease in cash used in operating activity is derived mainly from a decrease in trade payables,

account receivables and a decrease in the net loss offset by an increase in inventory and the net loss.

was no net cash used in investing activities compared to cash used in investing activities of $327,000 for the nine months ended September

cash provided by financing activities was $6,230,000 for the nine months ended September 30, 2023, as opposed to net cash used in financing

activities of $39,000 for the nine months ended September 30, 2022.

The cash flow from financing activities for the nine months ended

September 30, 2023, resulted from the public and private offerings that occurred in January and August 2023.

This decrease primarily resulted from payments that were made to suppliers, resources

that were deployed to grow both businesses and payments related to the Orgad acquisition.

used in operating activities amounted to $1,417,000 for the three months ended March 31, 2024, compared to $2,313,000 for the three months

ended March 31, 2023.

The decrease in cash used in operating activity is derived mainly from a decrease in trade payables, account receivables

and a decrease in the net loss offset by an increase in inventory and the net loss.

cash provided by investing activities was $60,000 or the three months ended March 31, 2024, compared to none for the

three months ended March 31, 2023.

cash provided by financing activities was $407,000 for the three months ended March 31, 2024, compared to $2,676,000 for the three

months ended March 31, 2023.

The cash flow from financing activities for the three months ended March 31, 2024 resulted from a loan

compared to the public and private offering that occurred in January 2023.

expect that we 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 September 30, 2023, we believe our existing cash will not be sufficient to fund operations for a period

cash flows and cash balances as of March 31, 2024, we believe our existing cash will not be sufficient to fund operations for a period

of more than 12 months.

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Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic

conditions, the Russian invasion of Ukraine, and a number of other factors, many of which are outside our control, and on our financial

conditions the current war between Israel and Hamas, and a number of other factors, many of which are outside our control, and on our financial

Accordingly, we cannot assure you that we will be able to successfully raise additional capital at all or on terms that

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could result in substantial dilution for our current stockholders.

The terms of any securities issued by us in future capital transactions

The terms of any securities issued by us in future capital-raising transactions

may be more favorable to new investors, and may include preferences, superior voting rights and the issuance of warrants or other derivative

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generally accepted accounting principles issued by the Financial Accounting Standards

Board, or FASB.

The preparation of these financial statements requires us to make estimates and assumptions that affect the reported

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis