What changed in this filing

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Item 1A. Risk Factors

2020-08-10 compared with 2020-05-12 · 48 added, 53 removed, 28 unchanged (78% of the section changed)

11 unchanged sentences

Please also read the Cautionary

Notice Regarding Forward-Looking Statements in Part I, Item 2 of this Quarterly Report on Form 10-Q under the heading “Management’s

Discussion and Analysis of Financial Condition and Results of Operations”.

Notice Regarding Forward-Looking Statements in Part I, Item 2 of this Quarterly Report on Form 10-Q under the heading “Management’s

Discussion and Analysis of Financial Condition and Results of Operations”.

and other pandemics, epidemics, or outbreaks of a contagious illness may adversely affect our operating results, cash flows and

financial condition.

coronavirus outbreak and other pandemics, epidemics, or outbreaks of a contagious illness, and similar events, may cause harm

to us, our employees, our customers, our vendors and supply chain partners, and financial institutions, which could have a material

adverse effect on our results of operations, financial condition and cash flows.

The impacts may include, but would not be limited

availability and increased cost of supplies due to increased demand around food and food-related products due to increased

global demand and disruptions along the global supply chains of these manufactures and distributors;

to operations due to the unavailability of employees due to illness, quarantines, risk of illness, travel restrictions or

factors that limit our existing or potential workforce;

employee turnover which may increase payroll expense and recruiting-related expenses;

disruption of global financial markets, which could have a negative impact on us or our customers’ ability to access

capital in the future.

addition, we have taken and will continue to take temporary precautionary measures intended to help minimize the risk of COVID-19

to our employees, including requiring administrative and other groups of our employees to work remotely, suspending non-essential

travel and restricting attendance at industry events and in-person work-related meetings.

Such measures could have a material

adverse effect on our business.

further spread of COVID-19, and the requirements to take action to help limit the spread of the virus, could impact the resources

required to carry out our business as usual and may have a material adverse effect on our results of operations, financial condition

and cash flows.

The extent to which COVID-19 will impact our business and our financial results will depend on future developments,

which are highly uncertain and cannot be predicted.

Such developments may include the ongoing geographic spread of the virus,

the severity of the disease, the duration of the outbreak and the type and duration of actions that may be taken by various governmental

authorities in response to the outbreak and the impact on the United States and the global economy.

Any of these developments,

individually or in aggregate, could materially impact our business and our financial results and condition.

have identified material weaknesses in our disclosure controls and procedures and internal control over financial reporting.

4 unchanged sentences

reliable financial statements.

As discussed in Part I, Item 4 –

“Controls and Procedures”

of this Quarterly

As discussed in Part I, Item 4 – “Controls and Procedures” of this Quarterly

Report on Form 10-Q, we have re-evaluated our internal control over financial reporting and our disclosure controls and procedures

and concluded that they were not effective as of March 31, 2020.

and concluded that they were not effective as of June 30, 2020.

material weakness is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting such

4 unchanged sentences

Company is committed to remediating its material weaknesses as promptly as possible.

Implementation of the Company’s

remediation plans has commenced and is being overseen by senior management and the audit committee.

However, we cannot assure

you that we can effectively remediate our reported weaknesses or that other significant deficiencies or material weaknesses

in our internal control over financial reporting will not be identified in the future.

Any failure to maintain or implement

required new or improved controls, or any difficulties we encounter in their implementation, could result in significant

deficiencies or material weaknesses, cause us to fail to timely meet our periodic reporting obligations, or result in

material misstatements in our financial statements.

Any such failure could also adversely affect the results of periodic

management evaluations regarding disclosure controls and the effectiveness of our internal control over financial reporting

required under Section 404 and the SEC’s rules.

The existence of a material weakness could result in errors in our

financial statements that could result in a restatement of financial statements, cause us to fail to timely meet our

reporting obligations, and cause investors to lose confidence in our reported financial information.

Continued determinations

that there are material weaknesses in our internal controls could also reduce our ability to obtain financing or increase the

cost of any financing we obtain and require additional expenditures of both money and our management’s time to comply

with applicable requirements.

failure to meet the continued listing requirements of the Nasdaq Capital Market could result in a delisting of our common stock,

which could negatively impact the market price and liquidity of our common shares and our ability to access the capital markets.

common stock is listed on the Nasdaq Capital Market.

If we fail to satisfy the continued listing requirements of the Nasdaq, Capital

Market, Nasdaq Listing Qualifications may take steps to delist our common stock.

Such a delisting would have a negative effect

on the price of our common stock and would impair the ability to sell or purchase our common stock when persons wish to do so.

As of the date hereof, we have received deficiency notices from the Nasdaq Listing Qualifications Department notifying us that

we are not in compliance with Listing Rule 5550(a)(2), the continued listing bid price rule, and Listing Rule 5550(b)(2),which

requires the Company to maintain a minimum Market Value of Listed Securities of $35 million (“MLVS Rule”).

response to the COVID-19 pandemic and related extraordinary market conditions, our compliance period to achieve compliance with

the continued listing bid price rule has been extended by Nasdaq Listing Qualifications through December 21, 2020.

time during the extended compliance period the bid price of our common stock closes at $1.00 per share or more for a minimum of

10 consecutive business days, Nasdaq staff will provide written notification that the Company has achieved compliance with the

continued listing bid price rule.

If we fail to regain compliance with the continued listing bid price rule during this period

but meet all of the other applicable standards for initial listing on the Nasdaq Capital Market, with the exception of the continued

listing bid price, we may be eligible for additional time.

To qualify, we would be required to meet the continued listing requirement

for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception

of the continued listing bid price rule, and would need to provide written notice of our intention to cure the deficiency during

the second compliance period by effecting a reverse stock split, if necessary.

compliance period to achieve compliance with the required MVLAS Rule ends October 19, 2020.

If, at any time during the compliance

period the MVLS closes at $35 million or more for a minimum of ten consecutive business days, the Nasdaq Listing Qualifications

Department will provide the Company written confirmation of compliance with the MVLS Rule and this matter will be closed.

fail to regain compliance with the MVLS Rule during the compliance period, we will receive written notification that our securities

will be subject to delisting.

Implementation of the Company’s remediation

plans has commenced and is being overseen by senior management and the audit committee.

However, we cannot assure you that we

can effectively remediate our reported weaknesses or that other significant deficiencies or material weaknesses in our internal

control over financial reporting will not be identified in the future.

Any failure to maintain or implement required new or improved

controls, or any difficulties we encounter in their implementation, could result in significant deficiencies or material weaknesses,

cause us to fail to timely meet our periodic reporting obligations, or result in material misstatements in our financial statements.

Any such failure could also adversely affect the results of periodic management evaluations regarding disclosure controls and

the effectiveness of our internal control over financial reporting required under Section 404 and the SEC’s rules.

The existence

of a material weakness could result in errors in our financial statements that could result in a restatement of financial statements,

cause us to fail to timely meet our reporting obligations, and cause investors to lose confidence in our reported financial information.

Continued determinations that there are material weaknesses in our internal controls could also reduce our ability to obtain financing

or increase the cost of any financing we obtain and require additional expenditures of both money and our management’s time

to comply with applicable requirements.

Unregistered Sales of Equity Securities and Use of Proceeds

2 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-Q

Item 1A. Risk Factors