9 unchanged sentences
As previously disclosed, we face risks related to the ongoing COVID-19 pandemic.
−Removed: COVID-19 has spread across the globe during 2020 and is impacting economic activity worldwide.
+Added: COVID-19 has spread across the globe since 2020 and is impacting economic activity worldwide.
COVID-19 has caused disruption and volatility in the global capital markets, and has caused an economic slowdown.
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*We have a history of operating losses, may need additional financing to meet our future long-term capital requirements and may be unable to raise sufficient capital on favorable terms or at all.
−Removed: We have recorded a net loss of approximately $13.8 million for the nine months ended September 30, 2020 and we have a history of losses and may continue to incur operating and net losses for the foreseeable future.
+Added: We have recorded a net loss of approximately $7.4 million for the three months ended March 31, 2021 and we have a history of losses and may continue to incur operating and net losses for the foreseeable future.
We incurred net losses of approximately $19.9 million and $32.1 million for the years ended December 31, 2020 and December 31, 2019, respectively.
−Removed: As of September 30, 2020, our accumulated deficit was approximately $135.7 million.
+Added: As of March 31, 2021, our accumulated deficit was approximately $149.2 million.
We have not achieved profitability on an annual basis.
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If our revenues grow slower than anticipated, or if operating expenses exceed expectations, then we may not be able to achieve and sustain profitability in the near future or at all, which may depress our stock price.
−Removed: As of September 30, 2020, our cash and cash equivalents totaled approximately $15.5 million.
−Removed: While we anticipate that our current cash, cash equivalents, cash to be generated from operations and available line of credit up to $7.0 million from Western Alliance Bank will be sufficient to meet our projected operating plans through at least the next twelve months, we may require additional funds, either through additional equity or debt financings, including pursuant to the ATM Facility, or collaborative agreements or from other sources.
+Added: As of March 31, 2021, our cash and cash equivalents totaled approximately $44.7 million.
+Added: While we anticipate that our current cash, cash equivalents, cash to be generated from operations and available line of credit up to $7.0 million from Western Alliance Bank will be sufficient to meet our projected operating plans through at least the next twelve months, we may require additional funds, either through additional equity or debt financings, including pursuant to the At Market Issuance Sales Agreement, dated as of June 12, 2020, with B.
+Added: Riley FBR, Inc.
+Added: and Raymond James & Associates, Inc.
+Added: (the “ATM Facility”), or collaborative agreements or from other sources.
We have no commitments to obtain such additional financing, and we may not be able to obtain any such additional financing on terms favorable to us, or at all.
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Any of these events could adversely affect our ability to achieve our development and commercialization goals, which could have a material and adverse effect on our business, results of operations and financial condition.
+Added: Our ability to protect our intellectual property and proprietary technology through patents and other means is uncertain and may be inadequate, which would have a material and adverse effect on us.
+Added: Our success depends significantly on our ability to protect our proprietary rights to the technologies used in our products.
+Added: We rely on patent protection, as well as a combination of copyright, trade secret and trademark laws and nondisclosure, confidentiality and other contractual restrictions to protect our proprietary technology, including our licensed technology.
+Added: However, these legal means afford only limited protection and may not adequately protect our rights or permit us to gain or keep any competitive advantage.
+Added: For example, our pending United States and foreign patent applications may not issue as patents in a form that will be advantageous to us or may issue and be subsequently successfully challenged by others and invalidated.
+Added: In addition, our pending patent applications include claims to material aspects of our products and procedures that are not currently protected by issued patents.
+Added: Both the patent application process and the process of managing patent disputes can be time consuming and expensive.
+Added: Competitors may be able to design around our patents or develop products which provide outcomes which are comparable or even superior to ours.
+Added: Steps that we have taken to protect our intellectual property and proprietary technology, including entering into confidentiality agreements and intellectual property assignment agreements with some of our officers, employees, consultants and advisors, may not provide us with meaningful protection for our trade secrets or other proprietary information in the event of unauthorized use or disclosure or other breaches of the agreements.
+Added: Furthermore, the laws of foreign countries may not protect our intellectual property rights to the same extent as do the laws of the United States.
+Added: In the event a competitor infringes our licensed or pending patent or other intellectual property rights, enforcing those rights may be costly, uncertain, difficult and time consuming.
+Added: Even if successful, litigation to enforce our intellectual property rights or to defend our patents against challenge could be expensive and time consuming and could divert our management’s attention.
+Added: We may not have sufficient resources to enforce our intellectual property rights or to defend our patents rights against a challenge.
+Added: The failure to obtain patents and/or protect our intellectual property rights could have a material and adverse effect on our business, results of operations and financial condition.
+Added: Our patents and licenses may be subject to challenge on validity grounds, and our patent applications may be rejected.
+Added: We rely on our patents, patent applications, licenses and other intellectual property rights to give us a competitive advantage.
+Added: Whether a patent is valid, or whether a patent application should be granted, is a complex matter of science and law, and therefore we cannot be certain that, if challenged, our patents, patent applications and/or other intellectual property rights would be upheld.
+Added: If one or more of those patents, patent applications, licenses and other intellectual property rights are invalidated, rejected or found unenforceable, that could reduce or eliminate any competitive advantage we might otherwise have had.
+Added: We may become subject to claims of infringement or misappropriation of the intellectual property rights of others, which could prohibit us from developing our products, require us to obtain licenses from third parties or to develop non-infringing alternatives and subject us to substantial monetary damages.
+Added: Third parties could, in the future, assert infringement or misappropriation claims against us with respect to products we develop.
+Added: Whether a product infringes a patent or misappropriates other intellectual property involves complex legal and factual issues, the determination of which is often uncertain.
+Added: Therefore, we cannot be certain that we have not infringed the intellectual property rights of others.
+Added: There may be third-party patents or patent applications with claims to materials, formulations, methods of manufacture or methods for use related to the use or manufacture of our products, and our potential competitors may assert that some aspect of our product infringes their patents.
+Added: Because patent applications may take years to issue, there also may be applications now pending of which we are unaware that may later result in issued patents upon which our products could infringe.
+Added: There also may be existing patents or pending patent applications of which we are unaware upon which our products may inadvertently infringe.
+Added: Any infringement or misappropriation claim could cause us to incur significant costs, place significant strain on our financial resources, divert management’s attention from our business and harm our reputation.
+Added: If the relevant patents in such claim were upheld as valid and enforceable and we were found to infringe them, we could be prohibited from manufacturing or selling any product that is found to infringe unless we could obtain licenses to use the technology covered by the patent or are able to design around the patent.
+Added: We may be unable to obtain such a license on terms acceptable to us, if at all, and we may not be able to redesign our products to avoid infringement, which could materially impact our revenue.
+Added: A court could also order us to pay compensatory damages for such infringement, plus prejudgment interest and could, in addition, treble the compensatory damages and award attorney fees.
+Added: These damages could be substantial and could harm our reputation, business, financial condition and operating results.
+Added: A court also could enter orders that temporarily, preliminarily or permanently enjoin us and our customers from making, using, or selling products, and could enter an order mandating that we undertake certain remedial activities.
+Added: Depending on the nature of the relief ordered by the court, we could become liable for additional damages to third parties.
+Added: The prosecution and enforcement of patents licensed to us by third parties are not within our control.
+Added: Without these technologies, our products may not be successful and our business would be harmed if the patents were infringed on or misappropriated without action by such third parties.
+Added: We have obtained licenses from third parties for patents and patent application rights related to the products we are developing, allowing us to use intellectual property rights owned by or licensed to these third parties.
+Added: We do not control the maintenance, prosecution, enforcement or strategy for many of these patents or patent application rights and as such are dependent in part on the owners of the intellectual property rights to maintain their viability.
+Added: If any third-party licensor is unable to successfully maintain, prosecute or enforce the licensed patents and/or patent application rights related to our products, we may become subject to infringement or misappropriate claims or lose our competitive advantage.
+Added: Without access to these technologies or suitable design-around or alternative technology options, our ability to conduct our business could be impaired significantly.
*We are currently engaged in substantial and complex litigation with Elysium Health, Inc.
−Removed: and Elysium Health LLC ("Elysium"), the outcome of which could materially harm our business and financial results.
−Removed: We are currently engaged in litigation with Elysium, a customer that represented 19% of our net sales for the year ended December 31, 2016.
−Removed: Elysium has made no purchases from us since August 9, 2016.
+Added: and Elysium Health LLC (collectively, "Elysium"), the outcome of which could materially harm our business and financial results.
The litigation includes multiple complaints and counterclaims by us and Elysium in venues in California and New York, as well as a patent infringement complaint filed by the Company and Trustees of Dartmouth College.
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If we are unsuccessful in resolving the litigation on favorable terms to us, we may be forced to pay compensatory and punitive damages and restitution for any royalty payments that we received from Elysium, which payments could materially harm our business, or be subject to other remedies, including injunctive relief.
−Removed: In addition, Elysium has not paid us approximately $2.7 million for previous purchase orders.
−Removed: We may not collect the full amount owed to us by Elysium, and as a result, we wrote off the full amount as uncollectible expense.
We cannot predict the outcome of our litigation with Elysium, which could have any of the results described above or other results that could materially adversely affect our business.
*Interruptions in our relationships or declines in our business with major customers could materially harm our business and financial results.
−Removed: Watson Group accounted for approximately 13% of our sales during the nine months ended September 30, 2020.
+Added: Watson Group accounted for approximately 11% of our sales during the quarter ended March 31, 2021.
Any interruption in our relationship or decline in our business with this customer or other customers upon whom we become highly dependent could cause harm to our business.
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As a result, the market acceptance of TRU NIAGEN® is critical to our continued success, and if we are unable to expand market acceptance of TRU NIAGEN®, our business, results of operations, financial condition, liquidity and growth prospects would be materially adversely affected.
+Added: Our TRU NIAGEN ® products are not approved by the United States Food and Drug Administration or any foreign regulatory authority to mitigate, prevent, treat, diagnose or cure COVID-19 or any other disease or condition.
+Added: In November 2020, we received a warning letter (the “Letter”) from the FDA and Federal Trade Commission (“FTC”) and in April 2021 we received an additional warning letter from only the FTC.
+Added: For more information, see Note 12, Commitments and Contingencies, Contingencies of the Notes to Consolidated Financial Statements, included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
+Added: Our TRU NIAGEN® products are not approved by the FDA or any foreign regulatory authority to mitigate, prevent, treat, diagnose or cure COVID-19 or any other disease or condition, and are not intended for such use, and may never be approved for such use by the FDA or any foreign regulatory authority.
Decline in the state of the global economy and financial market conditions could adversely affect our ability to conduct business and our results of operations .
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Fried, Kevin M.
−Removed: Farr, Mark J.
−Removed: Friedman and Megan Jordan, who are our Executive Chairman of the Board, Chief Executive Officer, Chief Financial Officer, General Counsel and Chief Communications Officer, respectively.
+Added: Farr, Lisa H.
+Added: Harrington and Fadi Karam, who are our Executive Chairman of the Board, Chief Executive Officer, Chief Financial Officer, General Counsel and Chief Marketing Officer, respectively.
We also depend greatly on other key employees, including key scientific and marketing personnel.
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A failure to maintain, or, in some instances, upgrade our quality standards to meet our customers’ needs, could cause damage to our reputation and potentially substantial sales losses.
−Removed: Our ability to protect our intellectual property and proprietary technology through patents and other means is uncertain and may be inadequate, which would have a material and adverse effect on us.
−Removed: Our success depends significantly on our ability to protect our proprietary rights to the technologies used in our products.
−Removed: We rely on patent protection, as well as a combination of copyright, trade secret and trademark laws and nondisclosure, confidentiality and other contractual restrictions to protect our proprietary technology, including our licensed technology.
−Removed: However, these legal means afford only limited protection and may not adequately protect our rights or permit us to gain or keep any competitive advantage.
−Removed: For example, our pending United States and foreign patent applications may not issue as patents in a form that will be advantageous to us or may issue and be subsequently successfully challenged by others and invalidated.
−Removed: In addition, our pending patent applications include claims to material aspects of our products and procedures that are not currently protected by issued patents.
−Removed: Both the patent application process and the process of managing patent disputes can be time consuming and expensive.
−Removed: Competitors may be able to design around our patents or develop products which provide outcomes which are comparable or even superior to ours.
−Removed: Steps that we have taken to protect our intellectual property and proprietary technology, including entering into confidentiality agreements and intellectual property assignment agreements with some of our officers, employees, consultants and advisors, may not provide us with meaningful protection for our trade secrets or other proprietary information in the event of unauthorized use or disclosure or other breaches of the agreements.
−Removed: Furthermore, the laws of foreign countries may not protect our intellectual property rights to the same extent as do the laws of the United States.
−Removed: In the event a competitor infringes our licensed or pending patent or other intellectual property rights, enforcing those rights may be costly, uncertain, difficult and time consuming.
−Removed: Even if successful, litigation to enforce our intellectual property rights or to defend our patents against challenge could be expensive and time consuming and could divert our management’s attention.
−Removed: We may not have sufficient resources to enforce our intellectual property rights or to defend our patents rights against a challenge.
−Removed: The failure to obtain patents and/or protect our intellectual property rights could have a material and adverse effect on our business, results of operations and financial condition.
−Removed: Our patents and licenses may be subject to challenge on validity grounds, and our patent applications may be rejected.
−Removed: We rely on our patents, patent applications, licenses and other intellectual property rights to give us a competitive advantage.
−Removed: Whether a patent is valid, or whether a patent application should be granted, is a complex matter of science and law, and therefore we cannot be certain that, if challenged, our patents, patent applications and/or other intellectual property rights would be upheld.
−Removed: If one or more of those patents, patent applications, licenses and other intellectual property rights are invalidated, rejected or found unenforceable, that could reduce or eliminate any competitive advantage we might otherwise have had.
−Removed: We may become subject to claims of infringement or misappropriation of the intellectual property rights of others, which could prohibit us from developing our products, require us to obtain licenses from third parties or to develop non-infringing alternatives and subject us to substantial monetary damages.
−Removed: Third parties could, in the future, assert infringement or misappropriation claims against us with respect to products we develop.
−Removed: Whether a product infringes a patent or misappropriates other intellectual property involves complex legal and factual issues, the determination of which is often uncertain.
−Removed: Therefore, we cannot be certain that we have not infringed the intellectual property rights of others.
−Removed: There may be third-party patents or patent applications with claims to materials, formulations, methods of manufacture or methods for use related to the use or manufacture of our products, and our potential competitors may assert that some aspect of our product infringes their patents.
−Removed: Because patent applications may take years to issue, there also may be applications now pending of which we are unaware that may later result in issued patents upon which our products could infringe.
−Removed: There also may be existing patents or pending patent applications of which we are unaware upon which our products may inadvertently infringe.
−Removed: Any infringement or misappropriation claim could cause us to incur significant costs, place significant strain on our financial resources, divert management’s attention from our business and harm our reputation.
−Removed: If the relevant patents in such claim were upheld as valid and enforceable and we were found to infringe them, we could be prohibited from manufacturing or selling any product that is found to infringe unless we could obtain licenses to use the technology covered by the patent or are able to design around the patent.
−Removed: We may be unable to obtain such a license on terms acceptable to us, if at all, and we may not be able to redesign our products to avoid infringement, which could materially impact our revenue.
−Removed: A court could also order us to pay compensatory damages for such infringement, plus prejudgment interest and could, in addition, treble the compensatory damages and award attorney fees.
−Removed: These damages could be substantial and could harm our reputation, business, financial condition and operating results.
−Removed: A court also could enter orders that temporarily, preliminarily or permanently enjoin us and our customers from making, using, or selling products, and could enter an order mandating that we undertake certain remedial activities.
−Removed: Depending on the nature of the relief ordered by the court, we could become liable for additional damages to third parties.
−Removed: The prosecution and enforcement of patents licensed to us by third parties are not within our control.
−Removed: Without these technologies, our products may not be successful and our business would be harmed if the patents were infringed on or misappropriated without action by such third parties.
−Removed: We have obtained licenses from third parties for patents and patent application rights related to the products we are developing, allowing us to use intellectual property rights owned by or licensed to these third parties.
−Removed: We do not control the maintenance, prosecution, enforcement or strategy for many of these patents or patent application rights and as such are dependent in part on the owners of the intellectual property rights to maintain their viability.
−Removed: If any third-party licensor is unable to successfully maintain, prosecute or enforce the licensed patents and/or patent application rights related to our products, we may become subject to infringement or misappropriate claims or lose our competitive advantage.
−Removed: Without access to these technologies or suitable design-around or alternative technology options, our ability to conduct our business could be impaired significantly.
We may be subject to damages resulting from claims that we, our employees, or our independent contractors have wrongfully used or disclosed alleged trade secrets of others.
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Disputes from time to time with such companies, organizations or individuals are not uncommon, and we cannot assure you that we will always be able to resolve such disputes or on terms favorable to us.
−Removed: As further described in Part II, Item 1 of this Quarterly Report on Form 10-Q, we are currently involved in substantial and complex litigation with Elysium.
+Added: As further described in Part II, Item 1 of this Quarterly Report on Form 10-Q, we are currently involved in substantial and complex litigation.
Unexpected results could cause us to have financial exposure in these matters in excess of recorded reserves and insurance coverage, requiring us to provide additional reserves to address these liabilities, therefore impacting profits.
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Information security risks have significantly increased in recent years in part due to the proliferation of new technologies and the increased sophistication and activities of organized crime, hackers, data and related privacy breaches, terrorists and other external parties, including foreign private parties and state actors.
−Removed: The procedures and controls we use to monitor these threats and mitigate our exposure may not be sufficient to prevent cyber security incidents.
+Added: Despite the implementation of preventative and detective security measures, our internal computer systems and those of our current and any future contractors, consultants, collaborators and third-party service providers, are vulnerable to damage or interruption from a variety of sources, including computer viruses, unauthorized access, accidental acts or omissions by those with authorized access, natural disasters, terrorism, war, telecommunication and electrical failure, and cybersecurity threats (including the deployment of harmful malware, ransomware, denial-of-service attacks, supply chain attacks, social engineering, and other means to affect service reliability and threaten the confidentiality, integrity, and availability of information).
+Added: The procedures and controls we use to monitor these threats and mitigate our exposure may not be sufficient to prevent all cyber security incidents.
The result of these incidents could include disrupted operations, lost opportunities, misstated financial data, liability for stolen assets or information, theft of our intellectual property, loss of data and other personally identifiable information, increased costs arising from the implementation of additional security protective measures, litigation and reputational damage.
Any remedial costs or other liabilities related to cyber security incidents may not be fully insured or indemnified by other means.
+Added: Additionally, some of the federal, state and foreign government requirements include obligations of companies to notify individuals of security breaches involving particular personally identifiable information, which could result from breaches experienced by us or by our vendors, contractors, or organizations with which we have formed strategic relationships.
+Added: Notifications and follow-up actions related to a security breach could impact our reputation, cause us to incur significant costs, including legal expenses and remediation costs.
Compliance with global privacy and data security requirements could result in additional costs and liabilities to us or inhibit our ability to collect and, if applicable, process data globally, and the failure to comply with such requirements could have a material adverse effect on our business, financial condition or results of operations.
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The GDPR imposes fines for breaches of data protection requirements and provides other remedies for parties who suffer harm as a result of a data breach.
+Added: Furthermore, the vote in the United Kingdom in favor of exiting the European Union, referred to as Brexit, has complicated data protection regulation in the United Kingdom.
+Added: As of January 1, 2021, the GDPR has been converted into United Kingdom law and the United Kingdom is now a “third country” under the GDPR.
+Added: The United Kingdom and European Union agreed to an extendable four-month period as of January 1, 2021 during which the United Kingdom will be treated like an European Union member state in relation to transfers of personal data to the United Kingdom.
+Added: However, following the expiration of the specified period, there will be an increasing scope for divergence in application, interpretation and enforcement of the data protection law as between the United Kingdom and the European Economic Area (“EEA”).
The GDPR and other changes in laws or regulations associated with the enhanced protection of certain types of sensitive data, such as healthcare data or other personal information from our clinical trials, could require us to change our business practices or lead to government enforcement actions, private litigation or significant penalties against us and could have a material adverse effect on our business, financial condition or results of operations.
−Removed: Additionally, California recently enacted legislation that has been dubbed the first “GDPR-like” law in the U.S.
−Removed: Known as the California Consumer Privacy Act (the “CCPA”), it creates new individual privacy rights for consumers (as that word is broadly defined in the law) and places increased privacy and security obligations on entities handling personal data of consumers.
−Removed: The CCPA, which went into effect on January 1, 2020, requires covered companies to provide new disclosures to California consumers, and provides such consumers new ways to opt-out of certain sales of personal information.
+Added: Similarly, European data protection laws also generally prohibit the transfer of personal data from Europe, including the EEA, United Kingdom and Switzerland, to the United States and most other countries unless the parties to the transfer have implemented specific safeguards to protect the transferred personal data.
+Added: One of the primary safeguards used for transfers of personal data from the European Union to the United States, namely, the Privacy Shield framework administered by the U.S.
+Added: Department of Commerce, was recently invalidated by a decision of the European Union’s highest court.
+Added: The same decision also cast doubt on the ability to use one of the primary alternatives to the Privacy Shield, namely, the European Commission’s Standard Contractual Clauses, to lawfully transfer personal data from Europe to the United States and most other countries.
+Added: At present, there are few if any viable alternatives to the Privacy Shield and the Standard Contractual Clauses.
+Added: To the extent that we were to rely on the EU-U.S.
+Added: Privacy Shield Framework or the Standard Contractual Clauses, we will not be able to do so in the future, which could increase our costs and limit our ability to process personal data from the European Union.
+Added: Additionally, the California Consumer Privacy Act (the “CCPA”), creates new individual privacy rights for consumers and places increased privacy and security obligations on entities handling personal data of consumers.
+Added: Among other things, the CCPA requires covered companies to provide new disclosures to California consumers, and provides such consumers new ways to opt-out of certain sales of personal information.
The CCPA provides for penalties for violations, as well as other remedies for parties who suffer harm as a result of a data breach, which may increase data breach litigation.
−Removed: The CCPA may increase our compliance costs and potential liability.
+Added: Moreover, effective starting on January 1, 2023, the California Privacy Rights Act (“CPRA”) will significantly modify the CCPA, including by expanding consumers’ rights with respect to certain sensitive personal information.
+Added: The CPRA also creates a new state agency that will be vested with authority to implement and enforce the CCPA and the CPRA.
+Added: Likewise, new legislation proposed or enacted in Illinois, Massachusetts, Nevada, New Jersey, New York, Rhode Island, Virginia, Washington and other states, imposes, or has the potential to impose, additional obligations on companies that collect, store, use, retain, disclose, transfer and otherwise process confidential, sensitive and personal information.
+Added: The CCPA, CPRA and other proposed or enacted state laws may increase our compliance costs and potential liability.
+Added: We expect that there will continue to be new proposed laws and regulations concerning data privacy and security, and we cannot yet determine the impact such future laws, regulations and standards may have on our business.
+Added: *Our failure to establish and maintain effective internal control over financial reporting could result in material misstatements in our financial statements, our failure to meet our reporting obligations and cause investors to lose confidence in our reported financial information, which in turn could cause the trading price of our common stock to decline.
+Added: Maintaining effective internal control over financial reporting is necessary for us to produce reliable financial statements.
+Added: Our management previously identified a material weakness in our internal control over financial reporting and concluded that the material weakness has not been remediated and our disclosure controls and procedures were not effective as of March 31, 2021.
+Added: The material weakness in internal control over financial reporting resulted from a deficiency in our disclosure controls and procedures which could have resulted in us not disclosing a material potential loss requiring a qualitative disclosure and recording a liability in our consolidated financial statements under ASC 450 - Contingencies.
+Added: If not remediated, or if we identify further material weaknesses in our internal controls, our failure to establish and maintain effective disclosure controls and procedures and internal control over financial reporting could result in material misstatements in our financial statements and a failure to meet our reporting and financial obligations, each of which could have a material adverse effect on our financial condition and the trading price of our common stock.
We are subject to financial and operating covenants in our business financing agreement with Western Alliance Bank (the “ Credit Agreement ” ) and any failure to comply with such covenants, or obtain waivers in the event of non-compliance, could limit our borrowing availability under the Credit Agreement, resulting in our being unable to borrow under the Credit Agreement and materially adversely impact our liquidity.
14 unchanged sentences
If we fail to comply with any of these regulations, we may be subject to fines or penalties, have to recall products and/or cease their manufacture and distribution, which would increase our costs and reduce our sales.
+Added: As disclosed above, we received the Letter from the FDA and FTC in November 2020, and the Second Letter from the FTC in April 2021.
We are also subject to various federal, state, local and international laws and regulations that govern the handling, transportation, manufacture, use and sale of substances that are or could be classified as toxic or hazardous substances.
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These market fluctuations may also materially and adversely affect the market price of our common stock.
−Removed: Our shares of common stock may be thinly traded, so you may be unable to sell at or near ask prices or at all.
−Removed: We cannot predict the extent to which an active public market for our common stock will develop or be sustained.
−Removed: This situation may be attributable to a number of factors, including the fact that we are a small company that is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community who generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we have become more seasoned and viable.
−Removed: As a consequence, there may be periods of several days or weeks when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price.
−Removed: We cannot assure you that a broader or more active public trading market for our common stock will develop or be sustained, or that current trading levels will be sustained or not diminish.
We have not paid cash dividends in the past and do not expect to pay cash dividends in the foreseeable future.
3 unchanged sentences
If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if the common stock price appreciates.
−Removed: *Changes in tax laws or regulations that are applied adversely to us or our customers may have a material adverse effect on our business, cash flow, financial condition or results of operations.
−Removed: New income, sales, use or other tax laws, statutes, rules, regulations or ordinances could be enacted at any time, which could adversely affect our business operations and financial performance.
−Removed: Further, existing tax laws, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us.
−Removed: For example, legislation enacted in 2017 informally titled the Tax Cuts and Jobs Act enacted many significant changes to the U.S.
−Removed: Future guidance from the Internal Revenue Service and other tax authorities with respect to the Tax Cuts and Jobs Act may affect us, and certain aspects of the Tax Cuts and Jobs Act could be repealed or modified in future legislation.
−Removed: For example, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), modified certain provisions of the Tax Cuts and Jobs Act.
−Removed: In addition, it is uncertain if and to what extent various states will conform to the Tax Cuts and Jobs Act, the CARES Act, or any newly enacted federal tax legislation.
−Removed: Changes in corporate tax rates, the realization of net deferred tax assets relating to our operations, the taxation of foreign earnings, and the deductibility of expenses under the Tax Cuts and Jobs Act or future reform legislation could have a material impact on the value of our deferred tax assets, could result in significant one-time charges, and could increase our future U.S.
Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.
−Removed: Our federal net operating losses (“NOL”s) generated in taxable years ending prior to December 31, 2017 could expire unused.
+Added: Our federal net operating losses (“NOL”s) generated in taxable years beginning on or prior to December 31, 2017 could expire unused.
Under the Tax Cuts and Jobs Act, as modified by the CARES Act, federal NOLs incurred in taxable years beginning after December 31, 2017, may be carried forward indefinitely, but the deductibility of such federal NOLs in tax years beginning after December 31, 2020, is limited to 80% of taxable income.
5 unchanged sentences
In addition, at the state level, there may be periods during which the use of NOLs is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed.
−Removed: Stockholders may experience significant dilution if future equity offerings are used to fund operations or acquire complementary businesses.
−Removed: If future operations or acquisitions are financed through the issuance of additional equity securities, stockholders could experience significant dilution.
−Removed: Securities issued in connection with future financing activities or potential acquisitions may have rights and preferences senior to the rights and preferences of our common stock.
−Removed: In addition, the issuance of shares of our common stock upon the exercise of outstanding options or warrants may result in dilution to our stockholders.
−Removed: We may become involved in securities class action litigation that could divert management’s attention and harm our business.
−Removed: The stock market in general, and the stocks of early stage companies in particular, have experienced extreme price and volume fluctuations.
−Removed: These fluctuations have often been unrelated or disproportionate to the operating performance of the companies involved.
−Removed: If these fluctuations occur in the future, the market price of our shares could fall regardless of our operating performance.
−Removed: In the past, following periods of volatility in the market price of a particular company’s securities, securities class action litigation has often been brought against that company.
−Removed: If the market price or volume of our shares suffers extreme fluctuations, then we may become involved in this type of litigation, which would be expensive and divert management’s attention and resources from managing our business.
−Removed: As a public company, we may also from time to time make forward-looking statements about future operating results and provide some financial guidance to the public markets.
−Removed: Projections may not be made in a timely manner or we might fail to reach expected performance levels and could materially affect the price of our shares.
−Removed: Any failure to meet published forward-looking statements that adversely affect the stock price could result in losses to investors, stockholder lawsuits or other litigation, sanctions or restrictions issued by the Securities and Exchange Commission.
−Removed: *We have a significant number of outstanding options.
+Added: For example, California imposed limits on the usability of California state net operating losses to offset taxable income in tax years beginning after 2019 and before 2023.
+Added: *We have a significant number of outstanding options and unvested restricted stock units.
Future sales of these shares could adversely affect the market price of our common stock.
−Removed: As of September 30, 2020, we had outstanding options for an aggregate of approximately 11.5 million shares of common stock at a weighted average exercise price of $3.92 per share.
+Added: As of March 31, 2021, we had outstanding options for an aggregate of approximately 10.2 million shares of common stock at a weighted average exercise price of $4.27 per share and unvested restricted stock units of approximately 0.1 million shares.
The holders may sell many of these shares in the public markets from time to time, without limitations on the timing, amount or method of sale.
7 unchanged sentences
If a court were to find this choice of forum provision to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business and financial condition.
−Removed: *Our failure to establish and maintain effective internal control over financial reporting could result in material misstatements in our financial statements, our failure to meet our reporting obligations and cause investors to lose confidence in our reported financial information, which in turn could cause the trading price of our common stock to decline.
−Removed: Maintaining effective internal control over financial reporting is necessary for us to produce reliable financial statements.
−Removed: Our management previously identified a material weakness in our internal control over financial reporting and concluded that, due to such material weakness, our disclosure controls and procedures were not effective as of June 30, 2020.
−Removed: The material weakness in internal control over financial reporting resulted from a deficiency in our disclosure controls and procedures which could have resulted in us not disclosing a material potential loss that was reasonably possible, and therefore requiring a qualitative disclosure in our consolidated financial statements under ASC 450 – Contingencies.
−Removed: Although we have remediated this material weakness as of September 30, 2020, we cannot assure you that additional material weaknesses in our internal control over financial reporting will not be identified in the future.
−Removed: Such material weaknesses could result in material misstatements in our financial statements and a failure to meet our reporting and financial obligations, each of which could have a material adverse effect on our financial condition and the trading price of our common stock.
−Removed: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
−Removed: DEFAULTS UPON SENIOR SECURITIES
−Removed: MINE SAFETY DISCLOSURES
−Removed: Not applicable.
+Added: General Risks
+Added: We may become involved in securities class action litigation that could divert management ’ s attention and harm our business.
+Added: The stock market in general, and the stocks of early stage companies in particular, have experienced extreme price and volume fluctuations.
+Added: These fluctuations have often been unrelated or disproportionate to the operating performance of the companies involved.
+Added: If these fluctuations occur in the future, the market price of our shares could fall regardless of our operating performance.
+Added: In the past, following periods of volatility in the market price of a particular company’s securities, securities class action litigation has often been brought against that company.
+Added: If the market price or volume of our shares suffers extreme fluctuations, then we may become involved in this type of litigation, which would be expensive and divert management’s attention and resources from managing our business.
+Added: As a public company, we may also from time to time make forward-looking statements about future operating results and provide some financial guidance to the public markets.
+Added: Projections may not be made in a timely manner or we might fail to reach expected performance levels and could materially affect the price of our shares.
+Added: Any failure to meet published forward-looking statements that adversely affect the stock price could result in losses to investors, stockholder lawsuits or other litigation, sanctions or restrictions issued by the Securities and Exchange Commission.
+Added: Changes in tax laws or regulations that are applied adversely to us or our customers may have a material adverse effect on our business, cash flow, financial condition or results of operations.
+Added: New income, sales, use or other tax laws, statutes, rules, regulations or ordinances could be enacted at any time, which could adversely affect our business operations and financial performance.
+Added: Further, existing tax laws, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us.
+Added: For example, legislation enacted in 2017, informally titled the Tax Cuts and Jobs Act, enacted many significant changes to the U.S.
+Added: Future guidance from the Internal Revenue Service and other tax authorities with respect to the Tax Cuts and Jobs Act may affect us, and certain aspects of the Tax Cuts and Jobs Act could be repealed or modified in future legislation.
+Added: For example, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), modified certain provisions of the Tax Cuts and Jobs Act.
+Added: In addition, it is uncertain if and to what extent various states will conform to the Tax Cuts and Jobs Act, the CARES Act, or any newly enacted federal tax legislation.
+Added: Changes in corporate tax rates, the realization of net deferred tax assets relating to our operations, the taxation of foreign earnings, and the deductibility of expenses under the Tax Cuts and Jobs Act or future reform legislation could have a material impact on the value of our deferred tax assets, could result in significant one-time charges, and could increase our future U.S.
+Added: Our shares of common stock may be thinly traded, so you may be unable to sell at or near ask prices or at all.
+Added: We cannot predict the extent to which an active public market for our common stock will develop or be sustained.
+Added: This situation may be attributable to a number of factors, including the fact that we are a small company that is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community who generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we have become more seasoned and viable.
+Added: As a consequence, there may be periods of several days or weeks when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price.
+Added: We cannot assure you that a broader or more active public trading market for our common stock will develop or be sustained, or that current trading levels will be sustained or not diminish.
+Added: Stockholders may experience significant dilution if future equity offerings are used to fund operations or acquire complementary businesses.
+Added: If future operations or acquisitions are financed through the issuance of additional equity securities, stockholders could experience significant dilution.
+Added: Securities issued in connection with future financing activities or potential acquisitions may have rights and preferences senior to the rights and preferences of our common stock.
+Added: In addition, the issuance of shares of our common stock upon the exercise of outstanding options or warrants may result in dilution to our stockholders.
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.