What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-03-17 compared with 2021-03-16 · 159 added, 174 removed, 94 unchanged (78% of the section changed)

1 unchanged sentence

Controls and Procedures

controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed

in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods

specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures

designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated

and communicated to management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar

functions, as appropriate, to allow timely decisions regarding required disclosure.

controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our

reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in

the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to

ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated

to management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate,

to allow timely decisions regarding required disclosure.

management, including our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure

controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of December 31, 2020, the end of the

period covered by this Annual Report on Form 10-K.

Based on such evaluation, due to the material weakness discussed below, our

principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective

at a reasonable assurance level as of December 31, 2020.

Management’s

controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of December 31, 2021, the end of the period

covered by this Annual Report on Form 10-K.

Based on such evaluation, due to the material weakness discussed below, our principal executive

officer and principal financial officer concluded that our disclosure controls and procedures were not effective at a reasonable assurance

level as of December 31, 2021.

Report on Internal Control over Financial Reporting

is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f)

and 15d-15(f) of the Exchange Act.

The Company’s internal control over financial reporting is designed to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting

purposes in accordance with U.S.

is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and

15d-15(f) of the Exchange Act.

The Company’s internal control over financial reporting is designed to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections

of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes

in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

evaluated the design and operating effectiveness of internal control over financial reporting based on criteria established in

Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission

(“COSO 2013”).

Based on this evaluation, management concluded that our internal control over financial reporting as

of December 31, 2019 was not effective due to the material weakness described below.

connection with the preparation of our consolidated financial statements as of and for the year ended December 31, 2020, we have

identified a material weakness in our internal control over financial reporting.

The material weakness was identified in the period-end

financial reporting process, and is associated with our history as a private company and a material weakness is a deficiency or

combination of deficiencies in our internal control over financial reporting such that there is a reasonable possibility that

a material misstatement of our consolidated financial statements would not be prevented or detected on a timely basis.

This deficiency

could result in additional misstatements to our consolidated financial statements that would be material and would not be prevented

or detected on a timely basis.

are evaluating and implementing additional procedures in order to remediate this material weakness, however, we cannot assure

you that these or other measures will fully remediate the material weakness in a timely manner.

Also, projections of

any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,

or that the degree of compliance with the policies or procedures may deteriorate.

evaluated the design and operating effectiveness of internal control over financial reporting based on criteria established in Internal

Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO

Based on this evaluation, management concluded that our internal control over financial reporting as of December 31, 2021

was not effective due to the material weakness described below.

connection with the preparation of our consolidated financial statements as of and for the year ended December 31, 2021 and December

31, 2020, we have identified a material weakness in our internal control over financial reporting.

The material weakness was identified

in the period-end financial reporting process, and is associated with our history as a private company and a material weakness is a deficiency

or combination of deficiencies in our internal control over financial reporting such that there is a reasonable possibility that a material

misstatement of our consolidated financial statements would not be prevented or detected on a timely basis.

This deficiency could result

in additional misstatements to our consolidated financial statements that would be material and would not be prevented or detected on

a timely basis.

are evaluating and implementing additional procedures in order to remediate this material weakness, however, we cannot assure you that

these or other measures will fully remediate the material weakness in a timely manner.

Report of the Registered Public Accounting Firm

annual report on Form 10-K does not include an attestation report of the Company’s registered public accounting firm regarding

internal control over financial reporting.

Management’s report was not subject to attestation by the Company’s registered

public accounting firm pursuant to rules of the SEC that permit the Company, as a non-accelerated filer, to provide only management’s

Management’s report was not subject to attestation by the Company’s registered

public accounting firm pursuant to rules of the SEC that permit the Company, as a non-accelerated filer, to provide only management’s

report in this annual report on Form 10-K.

in Internal Control Over Financial Reporting

were no changes in our internal control over financial reporting or in other factors identified in connection with the evaluation

required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the fourth quarter ended December 31, 2020

that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

were no changes in our internal control over financial reporting or in other factors identified in connection with the evaluation required

by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the fourth quarter ended December 31, 2021 that have materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

directors were elected to serve until the next annual meeting of shareholders and until his respective successors will have been

elected and will have qualified.

The following table sets forth the name, age and position held with respect to our present executive

officers and directors:

directors were elected to serve until the next annual meeting of shareholders and until his respective successors will have been elected

and will have qualified.

The following table sets forth the name, age and position held with respect to our present executive officers

and directors:

Chief Executive Officer and Chief Financial Officer

Hadad has served as our chief executive officer since February 20, 2020, chief financial officer since July 25, 2019, and

was appointed as a member of our board of directors on January 1, 2020.

Hadad has served as our chief executive officer since February 20, 2020, chief financial officer since July 25, 2019, and was appointed

as a member of our board of directors on January 1, 2020.

From 2011 until 2018, Mr.

Hadad served as the chief financial

officer of Yedioth Internet.

Hadad served as the chief financial officer of Yedioth

As of January 30, 2020, Mr.

Hadad serves as the chief executive officer of Gix, a controlling stockholder

of the Company, in addition to his existing role as Gix’s chief financial officer.

Hadad serves as the chief executive officer of Gix Internet, a controlling stockholder of the Company,

in addition to his existing role as Gix Internet’s chief financial officer.

Hadad holds both a B.A.

from the College of Management Academic Studies in Rishon LeZion, Israel, and an M.A.

and an MBA from the College

of Management Academic Studies in Rishon LeZion, Israel, and an M.A.

in law from Bar-Ilan University, Israel.

Hadad is also a certified public accountant in Israel.

Dayan has served as a member of our board of directors since March 14, 2018, and from January 24, 2018 until July 25, 2019,

he served as our chief executive officer.

Hadad is also a certified

public accountant in Israel.

Dayan has served as a member of our board of directors since March 14, 2018, and from January 24, 2018 until July 25, 2019, he served

as our chief executive officer.

From July 2014 to the present, Mr.

Dayan served as the chief executive officer and founder

of L1 Systems Ltd., an Israeli based company engaged in the business of providing the public and private sectors with advanced

security solutions.

Dayan served as the chief executive officer and founder of L1 Systems

Ltd., an Israeli based company engaged in the business of providing the public and private sectors with advanced security solutions.

Since July 2013, Mr.

Dayan has served as chief executive officer and was the founder of Polaris Star, an Israeli-based

company which is engaged in providing advanced cyber security telecommunication for utilities world-wide.

Dayan earned his

degree in electronic engineering from Ariel University in Israel.

Dayan has served as chief executive officer and was the founder of Polaris Star, an Israeli-based company which

is engaged in providing advanced cyber security telecommunication for utilities world-wide.

Dayan earned his B.Tech.

degree in electronic

engineering from Ariel University in Israel.

in Certain Legal Proceedings

director, officers or affiliates have not, within the past five years, filed any bankruptcy petition, been convicted in or been

the subject of any pending criminal proceedings, or is any such person the subject or any order, judgment or decree involving

the violation of any state or federal securities laws.

director, officers or affiliates have not, within the past five years, filed any bankruptcy petition, been convicted in or been the subject

of any pending criminal proceedings, or is any such person the subject or any order, judgment or decree involving the violation of any

state or federal securities laws.

Relationships

1 unchanged sentence

with Section 16(a) Compliance.

16(a) of the Securities and Exchange Act of 1934 requires that directors and executive officers, and persons who own beneficially

more than ten percent (10%) of the Registrant’s Common Stock, to file reports of ownership and changes of ownership with

the Securities and Exchange Commission.

Copies of all filed reports are required to be furnished to the Registrant pursuant to

Section 16(a).

The Registrant’s officers and directors are current in their filings are required under Section 16(a).

16(a) of the Securities and Exchange Act of 1934 requires that directors and executive officers, and persons who own beneficially more

than ten percent (10%) of the Registrant’s Common Stock, to file reports of ownership and changes of ownership with the Securities

and Exchange Commission.

Copies of all filed reports are required to be furnished to the Registrant pursuant to Section 16(a).

The Registrant’s

officers and directors are current in their filings are required under Section 16(a).

Independence.

Company does not currently have any independent directors.

Directors’

Term of Office.

directors are elected for a term of one year and serve until such director’s successor is duly elected and qualified.

executive officer serves at the pleasure of the board.

directors are elected for a term of one year and serve until such director’s successor is duly elected and qualified.

Each executive

officer serves at the pleasure of the board.

Committee and Financial Expert, Compensation Committee, Nominations Committee.

do not have any of the above mentioned standing committees because our corporate financial affairs and corporate governance are

simple in nature at this stage of development and each financial transaction is approved by our officers or board of directors.

do not have any of the above mentioned standing committees because our corporate financial affairs and corporate governance are simple

in nature at this stage of development and each financial transaction is approved by our officers or board of directors.

Conflicts of Interest.

we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed

by such committees are performed by our board of directors.

Thus, there is a potential conflict of interest in that our directors

have the authority to determine issues concerning management compensation, in essence their own, and audit issues that may affect

management decisions.

we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by

such committees are performed by our board of directors.

Thus, there is a potential conflict of interest in that our directors have the

authority to determine issues concerning management compensation, in essence their own, and audit issues that may affect management decisions.

We are not aware of any other conflicts of interest with any of our executives or directors.

Board’s

Role in Risk Oversight.

2 unchanged sentences

and operational risks.

In addition, since the Company does not have an audit committee, the board of directors is also responsible

for the assessment and oversight of the Company’s financial risk exposures.

In addition, since the Company does not have an audit committee, the board of directors is also responsible for

the assessment and oversight of the Company’s financial risk exposures.

in Certain Legal Proceedings.

are not aware of any material legal proceedings that have occurred within the past ten years concerning any director or control

person which involved a criminal conviction, a pending criminal proceeding, a pending or concluded administrative or civil proceeding

limiting one’s participation in the securities or banking industries, or a finding of securities or commodities law violations.

are not aware of any material legal proceedings that have occurred within the past ten years concerning any director or control person

which involved a criminal conviction, a pending criminal proceeding, a pending or concluded administrative or civil proceeding limiting

one’s participation in the securities or banking industries, or a finding of securities or commodities law violations.

EXECUTIVE COMPENSATION

compensation received by our officers, directors, and management personnel will be determined from time to time by our Board of

Our officers, directors, and management personnel will be reimbursed for any out-of-pocket expenses incurred on our

following table sets out the compensation paid for the fiscal years ended December 31, 2020, 2019 and 2018, as applicable, to

the following Named Executive Officers:

compensation received by our officers, directors, and management personnel will be determined from time to time by our Board of Directors.

Our officers, directors, and management personnel will be reimbursed for any out-of-pocket expenses incurred on our behalf.

following table sets out the compensation paid for the fiscal years ended December 31, 2021 and 2020 as applicable, to the following

Named Executive Officer:

Amihay Hadad, our current Chief Executive Officer and Chief Financial Officer.

Jonathan Stefansky, our former Chief Executive Officer, who resigned from such role on January 1, 2020;

The table is in U.S.

3 unchanged sentences

Current Chief Executive Officer, Chief Financial Officer

Jonathan Stefansky

Former Chief Executive Officer

Director’s

directors are not entitled to receive compensation for service rendered to us or for meeting(s) attended except for reimbursement

of out-of-pocket expenses.

There is no formal or informal arrangements or agreements to compensate employee directors for service

provided as a director;

however, compensation for new non-employee directors is determined on an ad hoc basis by the existing

members of the board of directors at the time a director is elected.

Policies and Practices as They Relate to the Company’s Risk Management

believe that our compensation policies and practices for all employees, including executive officers, do not create risks that

are reasonably likely to have a material adverse effect on us.

Amihay Hadad’s salary for the fiscal year-ended December 31, 2020 was paid beginning April 2020 and onwards.

directors are not entitled to receive compensation for service rendered to us or for meeting(s) attended except for reimbursement of

out-of-pocket expenses.

There is no formal or informal arrangements or agreements to compensate employee directors for service provided

as a director;

however, compensation for new non-employee directors is determined on an ad hoc basis by the existing members of the board

of directors at the time a director is elected.

Policies and Practices as They Relate to the Company’s Risk Management

believe that our compensation policies and practices for all employees, including executive officers, do not create risks that are reasonably

likely to have a material adverse effect on us.

do not have any formal employment agreement with any of our officers.

Any future compensation will be determined by the Board

of Directors, and, as appropriate, an employment agreement will be executed.

We do not currently have plans to pay any compensation

until such time as the Company maintains a positive cash flow.

Any future compensation will be determined by the Board of Directors,

and, as appropriate, an employment agreement will be executed.

We do not currently have plans to pay any compensation until such time

as the Company maintains a positive cash flow.

Equity Awards

were no equity awards outstanding as of the end the year ended December 31, 2021.

the year ended December 31, 2020, the board of directors did not authorize the issuance of stock options to executive officers

and directors to purchase shares of Common Stock.

the year ended December 31, 2021, the board of directors did not authorize the issuance of stock options to executive officers and directors

to purchase shares of Common Stock.

Option Exercises and Fiscal Year-End Option Value

were no stock options exercised during the year ending December 31, 2021 by our executive officers.

Incentive Plan (“LTIP”) Awards

were no awards made to named executive officers in the last completed fiscal year under any LTIP.

of Management

officer, director or security holder known to us to own of record or beneficially more than 5% of our common stock or any member

of the immediate family or sharing the household (other than a tenant or employee) of any of the foregoing persons is indebted

to us in the years 2020 and 2019.

officer, director or security holder known to us to own of record or beneficially more than 5% of our common stock or any member of the

immediate family or sharing the household (other than a tenant or employee) of any of the foregoing persons is indebted to us in the

years 2021 and 2020.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

table below provides information regarding the beneficial ownership of our Common Stock as of December 31, 2020, of (i) each of

our current directors, (ii) each of the Named Executive Officers, (iii) all of our current directors and officers as a group,

and (iv) each person or entity known to us who owns more than 5% of our common stock.

table below provides information regarding the beneficial ownership of our Common Stock as of December 31, 2021, of (i) each of our current

directors, (ii) each of the Named Executive Officers, (iii) all of our current directors and officers as a group, and (iv) each person

or entity known to us who owns more than 5% of our common stock.

percentage of Common Stock beneficially owned is based on 34,753,669 shares of Common Stock outstanding as of December 31, 2021.

The number and percentage of shares of Common Stock beneficially owned by a person or entity also include shares of Common Stock

issuable upon exercise of warrants that are currently exercisable or will become exercisable within 60 days of December 31, 2020.

However, these shares are not deemed to be outstanding for the purpose of computing the percentage of shares beneficially owned

of any other person or entity.

number and percentage of shares of Common Stock beneficially owned by a person or entity also include shares of Common Stock issuable

upon exercise of warrants that are currently exercisable or will become exercisable within 60 days of December 31, 2021.

However, these

shares are not deemed to be outstanding for the purpose of computing the percentage of shares beneficially owned of any other person

Name and Address of Beneficial Owner

8 unchanged sentences

1,831,427 (3)

Executive Officers and Directors

Directors and officers as a group (2 individuals)

ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect

to securities.

Each of the beneficial owners named in the table have, to our knowledge, direct ownership of and sole voting

and investment power with respect to the shares of Common Stock beneficially owned by them.

(i) 20,281,085 of shares of Common Stock, (ii) warrants to purchase up to 3,649,318 shares of restricted Common Stock with

an exercise price of $0.48 per share, and (iii) warrants to purchase up to 3,649,318 shares of restricted Common Stock with

an exercise price of $0.80 per share, which are currently exercisable or will become exercisable within 60 days of December

ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to

Each of the beneficial owners named in the table have, to our knowledge, direct ownership of and sole voting and investment

power with respect to the shares of Common Stock beneficially owned by them.

(i) 20,281,085 of shares of Common Stock, (ii) warrants to purchase up to 3,649,318 shares of restricted Common Stock with an exercise

price of $0.48 per share, and (iii) warrants to purchase up to 3,649,318 shares of restricted Common Stock with an exercise price

of $0.8 per share, which are currently exercisable or will become exercisable within 60 days of December 31, 2021.

number of shares shown as beneficially owned by this stockholder is based on its Schedule 13G filed on February 14, 2022.

3 unchanged sentences

Pure Capital Ltd.

(“Pure Capital”), together with other Investors, entered into the Stock

Subscription Agreement, pursuant to which Pure Capital was issued 1,000,000 shares of Common Stock in exchange for an investment

of $10,000, at a purchase price of US$0.01 per share.

Additionally, Pure Capital, together with other Investors, entered into

the Loan Agreement, pursuant to which Pure Capital lent $23,000 and we repaid the interest on that amount in the form of an issuance

of 184,000 shares of Common Stock to Pure Capital, at a price per share of $0.01.

The shares of Common Stock were issued to the

Investors pursuant to Regulation S of the Securities Act of 1933, as amended.

(“Pure Capital”), together with other Investors, entered into the Stock Subscription

Agreement, pursuant to which Pure Capital was issued 1,000,000 shares of Common Stock in exchange for an investment of $10,000, at a

purchase price of US$0.01 per share.

Additionally, Pure Capital, together with other Investors, entered into the Loan Agreement, pursuant

to which Pure Capital lent $23,000 and we repaid the interest on that amount in the form of an issuance of 184,000 shares of Common Stock

to Pure Capital, at a price per share of $0.01.

The shares of Common Stock were issued to the Investors pursuant to Regulation S of the

Securities Act of 1933, as amended.

February 13, 2022, the Company entered into a loan agreement with Gix Internet, its Parent Company.

Pursuant to the loan agreement, the

Parent Company payables in the amount of $2,299,938 were modified to a loan (the “Gix Loan”).

The loan agreement also

allows the Gix Loan to be increased from time to time, upon the written mutual consent of the Company and Gix Internet.

bears interest, commencing on December 31, 2021, at a rate equivalent to the minimal interest rate recognized and attributed by the Israel

Tax Authority, as such may be adjusted from time to time, and shall be repaid, together with the accrued interest, in one payment until

December 31, 2022, unless extended upon mutual consent of the Company and Gix Internet.

PRINCIPAL ACCOUNTING FEES AND SERVICES

Public Accountants

Registrant’s Board of Directors has appointed Brightman Almagor Zohar & Co.

as independent public accountant for the

fiscal years ended December 31, 2020.

Halperin had served as the Company’s independent registered public accounting firm

for the fiscal periods beginning July 6, 2018 through November 7, 2019.

Registrant’s Board of Directors has appointed Brightman Almagor Zohar & Co.

as independent public accountant for the fiscal

years ended December 31, 2021.

Accounting Fees

following table presents the fees for professional audit services rendered by (a) Brightman Almagor Zohar & Co.

for the audit

of the Registrant’s annual financial statements for the year ended December 31, 2020;

(b) professional audit services rendered

by (i) Halperin Ilanit CPA and (ii) Brightman Almagor Zohar & Co.

for the audit of the Registrant’s annual financial

statements for the year ended December 31, 2019;

for the Registrant’s fiscal period beginning November 7, 2019 and ending December 31, 2019;

and (c) the aggregate fees

billed in each of the last two fiscal years as pertaining to, among others, tax compliance, tax advice and tax planning conferred

for the audit of

the Registrant’s annual financial statements for the years ended December 31, 2021 and December 31, 2020 and (b) the aggregate

fees billed in each of the last two fiscal years as pertaining to, among others, tax compliance, tax advice and tax planning conferred

to the Registrant.

Audit fees (1)

Audit-related fees (3)

Tax -related fees (2)

fees consist of audit and review services, consents and review of documents filed with the SEC.

Fees consists of $12,500 in connection with the services rendered by Halperin Ilanit CPA, and $30,000 in connection with the

services rendered by Brightman Almagor Zohar & Co Audit-related fees.

Audit-related

fees consist of assistance and discussion concerning financial accounting and reporting standards and other accounting issues

in connection with the Share Exchange Agreement.

of $2,000 in connection with the services rendered by Halperin Ilanit CPA, and $58,000 in connection with the services rendered

by Brightman Almagor Zohar & Co.

fees consist of, among other items, preparation of federal and state tax returns, review of quarterly estimated tax payments,

Israeli tax rulings, consultation concerning tax compliance issues, and services rendered for purposes of a tax ruling filed

with government agencies and institutions in connection with the Recapitalization Transaction.

fees consist of, among other items, preparation of federal and state tax returns, review of quarterly estimated tax payments, Israeli

tax rulings, consultation concerning tax compliance issues, and services rendered for purposes of a tax ruling filed with government

agencies and institutions in connection with the Recapitalization Transaction.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

2 unchanged sentences

by reference is identified by a parenthetical reference to the SEC filing that included such document.

Certificate of Incorporation (incorporated by reference to the Registrant’s registration statement on Form S-1 filed with the SEC on August 5, 2015)

Certificate of Amendment to the Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 25, 2019)

Bylaws (incorporated by reference to the Registrant’s registration statement on Form S-1 filed with the SEC on August 5, 2015)

Description of Registrant’s Securities (incorporated by reference to the Registrant’s annual report on Form 10-K filed for the fiscal year ended December 31, 2019 with the SEC on March 20, 2020)

Form of Warrant by and between the Company and Gix Ltd., dated July 25, 2019 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 25, 2019)

2017 Employee Incentive Plan (incorporated by reference to the Registrant’s annual report on Form 10-K for the fiscal year ended December 31, 2017, filed with the SEC on April 17, 2018)

Form of Stock Subscription Agreement between the Company and the investors set forth therein (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 21, 2020)

Form of Loan Agreement between the Company and the investors set forth therein (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on December 21, 2020)

Certificate of Incorporation (incorporated by reference to the Registrant’s registration statement on Form S-1 filed with the SEC on August 5, 2015)

Certificate of Amendment to the Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 25, 2019)

Bylaws (incorporated by reference to the Registrant’s registration statement on Form S-1 filed with the SEC on August 5, 2015)

Description of Registrant’s Securities (incorporated by reference to the Registrant’s annual report on Form 10-K filed for the fiscal year ended December 31, 2019 with the SEC on March 20, 2020)

Form of Warrant by and between the Company and Gix Media Ltd., dated July 25, 2019 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 25, 2019)

2017 Employee Incentive Plan (incorporated by reference to the Registrant’s annual report on Form 10-K for the fiscal year ended December 31, 2017, filed with the SEC on April 17, 2018)

Form of Loan Agreement between the Company and the investors set forth therein (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on December 21, 2020)

Agreement and Plan of Merger, dated December 5, 2021 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 6, 2021)

Subsidiaries of the Registrant

7 unchanged sentences

Taxonomy Extension Presentation Linkbase Document

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report

to be signed on its behalf by the undersigned.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned.

March 17, 2022

7 unchanged sentences

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-K

Item 9A. Controls and Procedures