What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2021-11-15 compared with 2021-08-13 · 99 added, 78 removed, 390 unchanged (31% of the section changed)

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Our subsea project portfolio contains multiple projects in various stages of development throughout the world and across different mineral resources.

We are regularly adding new projects through the development of new deposits, acquisition of mineral rights/deposits and through a leveraged contracting model, which allows the company to earn equity in deep-sea

We are regularly adding new projects through the development of new deposits, acquisition of mineral rights/deposits, joint ventures and through leveraged contracting models, which allows the company to earn equity in deep-sea

mineral projects.

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A Phosphate market analyst testified that the project’s projected CAPEX and OPEX would make the project one of the lowest cost phosphate rock resources in the world, and damages experts testified the project would be commercially viable and profitable.

A public version of the Notice of Intent, Notice of Arbitration and the First Memorial Filing are available on our website at www.odysseymarine.com/nafta

Mexico filed its counter-memorial, which is available on the International Centre for Settlement of Investment Disputes (ICSID) website, on February 23, 2021.

Odyssey filed the First Memorial in the case on September 4, 2020.

Mexico filed its counter-memorial on February 23, 2021.

On June 29, 2021, we filed our reply to Mexico’s counter-memorial.

This filing is expected to be available on the ICSID website within 60 days.

The NAFTA hearing is scheduled to take place in January 2022 unless settled earlier by the parties.

Odyssey’s filings are available at www.odysseymarine.com/nafta

All of these filings are available on the ICSID website.

Mexico filed their Rejoinder on October 19, 2021.

This filing is expected to be available on the ICSID website within 60 days after it was filed.

The NAFTA hearing is currently scheduled to take place in January 2022 unless settled earlier by the parties.

On June 14, 2019, Odyssey executed an agreement that provided up to $6.5 million in funding for prior, current and future costs of the NAFTA action.

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The resource lies 500-2,000

meters deep in the Papua New Guinea Exclusive Economic Zone off the coast of Lihir Island, adjacent the location of one of the world’s largest know terrestrial gold deposits.

We have a 79.9% interest in Bismarck Mining Corporation, Ltd, the Papua New Guinea company that holds the exploration license for the project.

meters deep in the Papua New Guinea Exclusive Economic Zone off the coast of Lihir Island, adjacent to the location of one of the world’s largest know terrestrial gold deposits.

We have a 79.9% indirect interest in Bismarck Mining Corporation, Ltd, the Papua New Guinea company that holds the exploration license for the project.

Subsequent to September 30, 2021, we participated in a rights offering provided by Bismarck’s parent company which increases our indirect interest in Bismarck to 85.6%.

Previous exploration expeditions in the license area, including a survey conducted by Odyssey, indicate a polymetallic resource with commercially viable gold content likely exists.

In early August 2021, we received a multi-year exploration license renewal from Papua New Guinea (PNG) Mineral Resource Authority.

In early August 2021, Papua New Guinea (PNG) issued the awaited for permit extension allowing Odyssey to continue with our exploration program.

We can now begin to execute the exploration program for the Lihir Gold Project to validate and quantify the precious and base metal content of the prospective resource.

We have met with local regulatory authorities, specialists in local mining, environmental legal experts, and logistics support service companies in PNG to establish baseline business functions essential for a successful program to support upcoming marine exploration operations in the license area.

This offshore work is being planned for late 2021, provided there are no constraints from the COVID-19 pandemic.

This offshore work is scheduled to begin in late 2021, provided there are no constraints from the COVID-19

pandemic or other unexpected impediments.

Bismarck and Odyssey value the environment and respect the interests and people of Papua New Guinea and Lihir and are committed to transparent sharing of all environmental data collected during the exploration program.

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During the exploration phase, steps to validate and quantify the precious and base metal content of the prospective resource will also be carried out.

Once completed, if the data shows extraction can be carried out responsibly, Odyssey will apply for a Mining License.

Further development of this project is dependent on the characterization of any present resources during exploration and license approvals.

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and former CEO, Greg Stemm, and includes Royal Boskalis Westminster NV and Odyssey Marine Exploration.

Through a wholly owned subsidiary, we have already earned 16.3 million units (representing approximately 13.4% of current outstanding shares of this project) through the provision of services related to resource assessment, project planning, research and project management, and Odyssey has an option to acquire an additional 3.7 million shares.

Through a wholly owned subsidiary, we have earned and now hold a position of approximately 13.2% of the current outstanding equity units of CIC.

We have the ability to earn up to 20.0 million equity units over the next several calendar years, which would represent an approximate 16.0% interest in CIC based on the currently outstanding equity units.

This equates to another 3.5 million equity units in CIC we can earn.

We achieved this current equity position through the provision of services related to resource assessment, project planning, research and project management.

Odyssey receives cash and equity for services rendered to this venture, see NOTE D.

Antigua and Barbuda:

In September 2021, Odyssey entered into a Memorandum of Understanding (MoU) with the Government of Antigua and Barbuda to determine the feasibility of a sustainable seabed mineral resource program from highly prospective areas in their Exclusive Economic Zone.

Development of an exploration program, which will be the basis for a definitive agreement between the parties, is in late-stage Development.

Additional information will be released upon execution of the definitive agreement, which is expected in the coming months.

Critical Accounting Policies and Changes to Accounting Policies

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For more detail refer to the Financial Statements in Part I, Item 1.

Three months ended June

30, 2021, compared to three months ended June

Three months ended September

30, 2021, compared to three months ended September

Increase/(Decrease)

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mineral marine services either through expedition charters or for the services from our crew or equipment that are on a fee or cost-plus basis.

Total revenue in the current quarter was $0.2 million, a $0.3 million decrease compared to the same period a year ago.

Revenue generated in each period was a result of performing marine research, project administration and search and recovery operations for our customers and related parties.

In the prior year, we delivered marine services to two companies, one of which is a deep-sea

mineral exploration company, CIC, owned and controlled by our past Chairman of the Board (see NOTE D), whom we consider to be a related party.

A primary reason for the $0.3 million reduction was that we were no longer engaged on the project since the latter half of 2020.

Total revenue in the current quarter was $0.2 million, no change compared to the same period a year ago.

Revenue generated in each period was a result of performing marine research, project administration or search and recovery operations for our customers and related parties.

In the current and prior year, we delivered marine services to CIC, which is a deep-sea

mineral exploration company owned and controlled by our past Chairman of the Board (see NOTE D), whom we consider to be a related party.

During the same period in the prior year, we earned $0.1 million in expedition fees from a second customer.

During the latter half of 2020, we were no longer engaged on this project.

Operating Expenses

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Executive, Finance & Accounting, Legal, Information Technology, Human Resources, Marketing & Communications, Sales and Business Development.

Marketing, general and administrative expense increased $0.4 million to $1.7 million for the three-month period ended June 30, 2021 compared to $1.3 million from the same period in the prior year.

The items contributing to this $0.4 million increase were an increase of $0.1 million in employee incentives and compensation related, an increase of non-cash

long term incentive share-based compensation of $0.2 million and an increase of $0.1 million of out-sourced

professional corporate services, including legal, accounted for the remaining decrease.

Marketing, general and administrative expense increased $1.7 million to $1.7 million for the three-month period ended September 30, 2021 compared to $0.0 million from the same period in the prior year.

The items contributing to this $1.7 million increase were an increase of $0.1 million in employee benefits and compensation related, an increase of non-cash

long term incentive share-based compensation of $0.2 million.

The remaining $1.3 million was due to the prior years expenses received a reduction of the discretionary incentive reserve resulting from management’s decision to not pay certain discretionary incentives.

Operations and research expenses are primarily focused around deep-sea

mineral exploration which include minerals research, scientific services, marine operations and project management.

Operations and research expenses increased by $0.1 million from 2020 to 2021 primarily as a result of the following items:

(i) a $0.4 million increase in financed litigation costs directly associated with our NAFTA litigation pursuit, (ii) offset in part by a $0.3 million decrease in our marine services project contract labor.

Operations and research expenses decreased by $3.2 million from 2020 to 2021 primarily as a result of a $3.2 million decrease in financed litigation costs directly associated with our NAFTA litigation pursuit.

All other Operations and research expenses remained substantially consistent in support of our NAFTA litigation.

Other Income and Expense

Other income and expense generally consists of interest expense on our debt financing arrangements as well as, from time to time, the fair value change of derivatives carried on the balance sheet.

Total other income and expense was $1.2 million of income in 2021 and $1.8 million in net expenses for 2020, resulting in an other income increase of $3.0 million.

This variance was attributable to a $3.8 million increase in other income due to removing the balance of our deferred income related to our Galt and Seattle

agreements from our balance sheet (see NOTE L), a decrease of $0.2 million in derivative fair value of hour hybrid debt instrument which only existed in 2020 and a $1.0 million increase in interest expense in connection with our NAFTA litigation funding.

Total other income and expense was $2.5 million of net expense in 2021 and $2.9 million in net expenses for 2020, resulting in an Other income decrease of $0.4 million in net expense.

This variance was attributable to a $1.2 million decrease swing from a $0.8 million prior year loss on debt extinguishment to a current year gain of $0.4 million on debt extinguishment.

The prior year $0.8 million loss was due to fair value accounting on a refinancing of a loan with a creditor and the current year gain was due to the Small Business Administration forgiving our $0.4 million Payroll Protection Program loan.

The other two items were a decrease of $0.2 million in derivative fair value expense of hour hybrid debt instrument which only existed in 2020 and a $1.0 million increase in interest expense in connection with our NAFTA litigation funding.

Taxes and Non-Controlling

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The non-controlling

interest adjustment in the second quarter of 2021 was $1.5 million as compared to $1.7 million in the first quarter of 2020.

The substance of these amounts is primarily due to the compounding of interest on intercompany debt.

Six months ended June 30, 2021, compared to six months ended June 30, 2020

interest adjustment in the third quarter of 2021 was $1.6 million as compared to $2.1 million in the third quarter of 2020.

The substance of these amounts is primarily due to the compounding of interest on intercompany debt and other standard operating costs.

Nine months ended September 30, 2021, compared to nine months ended September 30, 2020

Increase/(Decrease)

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The revenue generated in each period was a result of performing marine research, project administration and search and recovery operations for our customers and related parties.

One company we provided these services to is a deep-sea

One company to which we provided these services in both years was to a deep-sea

mineral exploration company, CIC, owned and controlled by our past Chairman of the Board (see NOTE D) whom we consider a related party.

A primary reason for the $1.1 million reduction was that we were no longer engaged on the project since the latter half of 2020.

This accounts for $0.5 million of the reduction.

In 2020 we had a one-time

marine search engagement for which we earned $0.4 million in revenue.

The remaining $0.2 million reduction is related to non-recurring

The primary reason for the $1.1 million reduction was that we were no longer engaged on another project since the latter half of 2020.

This project accounts for $0.6 million of the reduction.

In 2020 we had other marine search engagements for which we earned $0.5 million in revenue.

These other marine engagements did not recur in this current year.

Operating Expenses

Marketing, general and administrative expense increased $0.3 million to $3.0 million for the six-month

period ended June 30, 2020 compared to $2.7 million from the same period in the prior year.

The items contributing to this $0.3 million increase was a non-cash

increase of share-based compensation of $0.4 million offset by a $0.1 million reduction in legal fees due to a vendor credit related to legal services associated with the HMS Victory

Marketing, general and administrative expense increased $2.0 million to $4.7 million for the nine-month period ended September 30, 2021 compared to $2.7 million from the same period in the prior year.

The items contributing to this $2.0 million increase were an increase of $0.1 million in employee benefits and compensation related, and an increase of non-cash

long term incentive share-based compensation of $0.6 million.

The remaining $1.3 million was due to a reduction in the discretionary incentive reserve during the prior year resulting from management’s decision to not pay certain discretionary incentives.

Operations and research expenses decreased by $3.8 million from 2020 to 2021 primarily as a result of the following items:

(i) a $0.3 million increase in litigation financed costs directly associated with our NAFTA litigation pursuit, (ii) a $0.7 million decrease in marine services technical contracted labor in direct correlation with the reduction in revenue, (iii) a $0.1 million decrease in professional services in support of our marine operations.

(i) a $2.9 million decrease in litigation financed costs directly associated with our NAFTA litigation pursuit and (ii) a $0.9 million decrease in marine services technical contracted labor in direct correlation with the reduction in revenue contracts that are nonrecurring in 2021.

Other Income and Expense

Other income and expense was $1.1 million and $3.3 million in net expenses for 2021 and 2020, respectively, resulting in a net expense decrease of $2.1 million.

This variance was attributable to a $3.8 million increase in other income due to removing the balance of our deferred income items from our balance sheet (see NOTE L), a decrease of $0.4 million in derivative fair value of hour hybrid debt instrument since this derivative is non-existent

in 2021 and a $2.1 million increase in interest expense in connection to our NAFTA litigation funding.

Other income and expense was $3.6 million in net expenses and $6.2 million in net expenses for 2021 and 2020, respectively, resulting in a net expense decrease of $2.5 million.

This variance was attributable to a $1.2 million decrease swing from a $0.8 million prior year loss on debt extinguishment to a current year gain of $0.4 million on debt extinguishment.

The other items were a decrease of $0.7 million in derivative fair value expense of our hybrid debt instrument that only existed in 2020, a $3.1 million increase in interest expense in connection with our NAFTA litigation funding, and a $3.8 million increase in other income due to removing the balance of our deferred income items from our balance sheet (see NOTE L).

Taxes and Non-Controlling

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The non-controlling

interest adjustment in the six-months

ended June 30, 2021 was $2.9 million as compared to $3.2 million for the same period in 2020.

The substance of these amounts is primarily due to the compounding of interest on intercompany debt.

interest adjustment in the nine months ended September 30, 2021 was $4.5 million as compared to $5.3 million for the same period in 2020.

The substance of these amounts is primarily due to the compounding of interest on intercompany debt and other standard operating costs.

Liquidity and Capital Resources

Three Months Ended

Nine Months Ended

(In thousands)

June 30, 2021

June 30, 2020

September 30, 2021

September 30, 2020

Summary of Cash Flows:

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Net cash used by operating activities for the first three months of 2021 was $4.1 million.

This represents an approximate $0.2 million increase in use of funds when compared to the use of $2.6 million in the same period of 2020.

This represents an approximate $1.4 million decrease in use of funds when compared to the use of $5.5 million in the same period of 2020.

The net cash used by operating activities reflected a net loss before non-controlling

interest of $8.9 million offset in part by non-cash

items of $3.6 million, which primarily includes an investment in unconsolidated entity of $0.4 million, share-based compensation of $0.6 million and an adjustment to deferred income of $3.8 million.

interest of $14.6 million and is adjusted primarily by non-cash

items of $3.7 million, which primarily includes an investment in unconsolidated entity of $0.6 million, share-based compensation of $0.9 million, debt forgiveness of $0.4 million and an adjustment to deferred income of $3.8 million.

Other operating activities resulted in an increase in working capital of $14.1 million.

This $14.1 million increase includes a $9.3 million increase to accrued expenses, an increase of $4.5 million to accounts payable and an increase of $0.3 million to other assets and accounts receivable in 2021.

The increases to accrued expenses and accounts payable are predominantly related to our NAFTA financed litigation.

Cash flows used by investing activities for the first six months of 2021 were $14,000 for a purchase of a marine asset and zero for 2020.

The increase to accrued expenses and accounts payable is predominantly related to our NAFTA financed litigation.

Cash flows used by investing activities for the first nine months of 2021 were $16,000 for purchases of a marine asset and computer and zero for 2020.

We did not have any other investing cash flow activity for these periods.

Cash flows provided by financing activities for the first six months of 2021 were $1.5 million.

Cash flows provided by financing activities for the first nine months of 2021 were $1.5 million.

The $1.5 million is comprised of $0.7 million received from the sale of equity in our subsidiary offset by outflows of $0.5 million for our lease obligation payments and other debt obligation payments.

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General Discussion

At June 30, 2021, we had cash and cash equivalents of $4.8 million, a decrease of $1.4 million from the December 31, 2020 balance of $6.2 million.

Epsilon converted its indebtedness comprised of $1.0 million of principal and $0.4 million of interest into 411,562 shares of our common stock, see NOTE I.

At September 30, 2021, we had cash and cash equivalents of $3.5 million, a decrease of $2.7 million from the December 31, 2020 balance of $6.2 million.

During March 2020, Epsilon converted its indebtedness comprised of $1.0 million of principal and $0.4 million of accrued interest into 411,562 shares of our common stock, and during July 2021, certain creditors converted $1.1 million of our convertible debt and accrued interest of $0.3 million into 283,850 shares of our common stock (See NOTE I).

Our litigation funder paid, on our behalf, $1.2 million of amounts due to vendors who are supporting our NAFTA litigation as well as directly reimbursing the Company $1.2 million for expended costs related directly to our NAFTA litigation.

Financial debt of the company, excluding any derivative, hybrid-debt fair value accounting or beneficial conversion feature components of such, was $45.0 million at June 30, 2021 and $43.2 million at December 31, 2020.

Financial debt of the company, excluding any derivative, discounts, hybrid-debt fair value accounting or beneficial conversion feature components of such, was $45.7 million at September 30, 2021 and $43.2 million at December 31, 2020.

During October 2021 we entered into a Termination and Settlement Agreement with Monaco and SMOM which removed $14.5 million of debt principal and accrued interest from our balance sheet.

See NOTE M – SUBSEQUENT EVENT for further detail.

Since SEMARNAT initially declined to approve the environmental permit application of our Mexican subsidiary in April 2016 and again in October 2018, notwithstanding that the Superior Court of the Federal Court of Administrative Justice (TFJA) in Mexico nullified SEMARNAT’s initial denial, we continue to support the efforts of our subsidiaries and partners to work through the administrative, legal and political process necessary to have the decision reviewed and overturned in the court of the TFJA.

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On June 29, 2021, we filed our reply to Mexico’s counter-memorial.

Odyssey’s filings are available at www.odysseymarine.com/nafta.

The NAFTA hearing is scheduled to take place in January 2022 unless settled earlier by the parties.

We continue to work diligently and in good faith with Mexico’s current administration to achieve an equitable resolution of this dispute, but we are prepared to proceed with the full NAFTA arbitration process if necessary, see ExO Phosphate Project in ITEM 2 above for further detail.

We are prepared to continue with the full NAFTA arbitration process, see ExO Phosphate Project in ITEM 2 above for further detail.

See Litigation Financing below regarding the funding of this litigation.

Stock Purchase Agreement

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Preferred Stock at the initial closing.

The outstanding principal balance of the loan at June 30, 2021 was $14.75 million.

The outstanding principal balance of the loan at September 30, 2021 was $14.75 million.

The obligation to repay the loans is evidenced by a promissory note (the “Note”) in the amount of up to $14.75 million and bears interest at the rate of 8.0% per annum, and, pursuant to a pledge agreement (the “Pledge Agreement”) between the Lender and Odyssey Marine Enterprises Ltd., an indirect, wholly owned subsidiary of the Company (“OME”), is secured by a pledge of 54.0 million shares of Oceanica Resources S.

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On March 18, 2016, the agreements with MINOSA and Penelope were further amended and extended the maturity date of the loan to March 18, 2017(see NOTE I).

On March 18, 2016, Odyssey entered into a $3.0 million Note Purchase Agreement with Epsilon Acquisitions LLC (see below and NOTE I).

On March 18, 2016, Odyssey entered into a $3.0 million Note Purchase Agreement with Epsilon Acquisitions LLC (see below and

Epsilon is an investment vehicle of Mr.

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So long as a majority of the shares of the Class AA Preferred Stock are outstanding, the Company will be prohibited from taking specified extraordinary actions without the approval of the holders of a majority of the outstanding shares of Class AA Preferred Stock.

In the event of the liquidation of the Company, each holder of shares of Class AA Preferred Stock then outstanding shall be entitled to be paid, out of the assets of the Corporation available for distribution to its stockholders, an amount in cash equal to the greater of (a) the amount paid to the Company for such holder’s shares of Class AA Preferred Stock, plus an accretion thereon of 8.0% per annum, compounded annually, and (b) the amount such holder would be entitled to receive had such holder converted such shares of Class AA Preferred into Common Stock immediately prior to such time at which payment will be made or any assets distributed.

stockholders, an amount in cash equal to the greater of (a) the amount paid to the Company for such holder’s shares of Class AA Preferred Stock, plus an accretion thereon of 8.0% per annum, compounded annually, and (b) the amount such holder would be entitled to receive had such holder converted such shares of Class AA Preferred into Common Stock immediately prior to such time at which payment will be made or any assets distributed.

Stockholder Agreement

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This Second Restated Agreement includes the same representations and warranties, covenants, conditions, termination and indemnification provisions, and other provisions as in the original agreement.

The June 30, 2021 and December 31,2020 carrying value of the obligation is $13,493,055 and $10,968,729, respectively, and is net of unamortized fees of $367,247 and $347,786, respectively, as well as the net unamortized debt discount of $780,231 and $890,962, respectively, associated with the fair value of the warrant.

The total face value of this obligation at June 30, 2021 and December 31, 2020 was $14,640,527 and 12,207,477, respectively.

The September 30, 2021 and December 31,2020 carrying value of the obligation is $15,665,532 and $10,968,729, respectively, and is net of unamortized fees of $330,517 and $347,786, respectively, as well as the net unamortized debt discount of $716,542 and $890,962, respectively, associated with the fair value of the warrant.

The total face value of this obligation at September 30, 2021 and December 31, 2020 was $16,712,591 and 12,207,477, respectively.

Promissory Note

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Odyssey may prepay the principal of the Loan at any time without incurring any prepayment charges.

The Loan may be forgiven partially or fully if the Loan proceeds are used for covered payroll costs, rent and utilities, provided that such amounts are incurred during the eight-week period that commenced on April 16, 2020, and at least 75% of any forgiven amount has been used for covered payroll costs.

During June 2020, the 75% requirement was reduced to 60% and the eight-week period was amended to a 24-week

Any forgiveness of the Loan will be subject to approval by the SBA and Fifth Third and will require us to apply for such treatment.

During March 2021, we applied for 100% forgiveness with Fifth Third.

In July 2021, we received communication from Fifth Third Bank and the Small Business Administration confirming 100% of this Loan was forgiven and paid in full effective July 1, 2021.

At September 30, 2021, the outstanding principal was zero and at December 31, 2020, was $370,400.

We applied for 100% forgiveness with Fifth Third Bank during March 2021.

In July 2021, we received communication from Fifth Third Bank and the SBA confirming 100% of this Loan was forgiven and paid in full effective July 1, 2021.

The forgiven amount was included in Other income in our Consolidated Statements of Operations .

Promissory Note

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Interest on the EIDL Loan accrues at the rate of 3.75% per annum and installment payments, including principal and interest, are due monthly beginning twelve months from the date of the EIDL Loan in the amount of $731.

In early 2021, the SBA extended this 12 month period to 24 months setting the first payment due date in May 2022.

In early 2021, the SBA extended this 12-month

period to 24 months setting the first payment due date in May 2022.

The balance of principal and interest is payable thirty years from the date of the promissory note.

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Our consolidated non-restricted

cash balance at June 30, 2021 was $4.8 million.

We have a working capital deficit at June 30, 2021 of $54.8 million.

Our largest loan of $14.75 million from MINOSA had a due date of December 31, 2017 which is now linked to other stipulations, see NOTE I for further detail.

cash balance at September 30, 2021 was $3.5 million.

We have a working capital deficit at September 30, 2021 of $57.2 million.

In the fourth quarter of 2021, we executed a Termination and Settlement Agreement with Monaco and SMOM that removed approximately $14.5 million of indebtedness from our balance sheet (see NOTE M).

Our largest loan of $14.75 million from MINOSA had a due date of December 31, 2017 which is now linked to other stipulations.

see NOTE I for further detail.

The majority of our remaining assets have been pledged to MINOSA, and its affiliates, and to Monaco Financial LLC, leaving us with few opportunities to raise additional funds from our balance sheet.

The total consolidated book value of our assets was approximately $10.6 million at June 30, 2021, which includes cash of $4.8 million.

The total consolidated book value of our assets was approximately $9.4 million at September 30, 2021, which includes cash of $3.5 million.

The fair market value of these assets may differ from their net carrying book value.

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Companies must comply with the New Final Rule for the company’s annual filing for first fiscal year beginning on or after January 1, 2021.

Although early voluntary compliance with the New Final Rule is permitted, the Company has not elected early adoption of the New Final Rule at this time.

Although early voluntary compliance with the New Final Rule is permitted, the Company did not elect early adoption of the New Final Rule.

The FASB recently issued ASU 2021-04

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The guidance in the ASU requires the issuer to treat a modification of an equity-classified warrant that does not cause the warrant to become liability-classified as an exchange of the original warrant for a new warrant.

This guidance applies whether the modification is structured as an amendment to the terms and conditions of the warrant or as termination of the original warrant and issuance of a new warrant.

The guidance is effective for fiscal years beginning after Dec.

15, 2021, including interim periods within those fiscal years.

This guidance applies whether the modification is structured as an amendment to the terms and conditions of the original warrant or as a termination of the original warrant and issuance of a new warrant.

The guidance is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years.

Early application is permitted, including in an interim period as of the beginning of the fiscal year that includes that interim period.

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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