What changed in this filing

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Item 1A. Risk Factors

2020-11-09 compared with 2020-08-10 · 66 added, 15 removed, 61 unchanged (57% of the section changed)

49 unchanged sentences

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 June 30, 2020.

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

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

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systems and business processes and (2) inadequate segregation of duties within accounting processes.

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.

We identified these material

weaknesses initially as of December 31, 2019.

The execution of our remediation commenced in the first fiscal quarter of 2020 and

entails splitting activities where inadequate segregation of duties existed and seeking an outsourced IT provider that can provide

effective controls over outsourced IT systems and business processes.

This activity is ongoing and will require validation and

testing of the design and operating effectiveness of internal controls over a sustained period of financial reporting cycles.

Management expects to complete its remediation plan during its fourth fiscal quarter ending December 31, 2020.

Implementation

of the Company’s remediation plans is being overseen by senior management and the audit committee.

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.

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

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to comply with applicable requirements.

We may not be entitled to forgiveness

of our recently received Paycheck Protection Program Loan, and our application for the Paycheck Protection Program Loan could

in the future be determined to have been impermissible.

On April 20, 2020, we were granted a Paycheck

Protection Program loan (the “PPP loan”) under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES

Act”) administered by the U.S.

Small Business Administration (the “SBA”) in the aggregate amount of $770,000

pursuant to the Paycheck Protection Program (the “PPP”) under the CARES Act.

The PPP loan agreement is dated April

20, 2020, matures on April 20, 2022, bears interest at a rate of 1% per annum, with the first six months of interest deferred,

is payable monthly commencing on November 2020, and is unsecured and guaranteed by the U.S.

Small Business Administration.

loan term may be extended to April 20, 2025, if mutually agreed to by the Company and lender.

The PPP loan may be prepaid at any

time prior to maturity with no prepayment penalties.

Under the CARES Act, as amended in June 2020, loan forgiveness is generally

available for the sum of documented payroll costs, covered rent payments, covered mortgage interest and covered utilities during

the “Covered Period”, which is 8 weeks or 24 weeks (at the election of the Company) beginning on the date of the first

disbursement of the PPP Loan.

We will be required to repay any portion of the outstanding principal that is not forgiven, along

with accrued interest, and we cannot provide any assurance that we will be eligible for loan forgiveness, that we will apply for

forgiveness, or that any amount of the PPP Loan will ultimately be forgiven by the SBA.

In order to apply for the PPP Loan, we

were required to certify, among other things, that the current economic uncertainty made the PPP Loan request necessary to support

our ongoing operations.

We made this certification in good faith after analyzing, among other things, the maintenance of our workforce,

our need for additional funding to continue operations, and our ability to access alternative forms of capital in the current

market environment to offset the effects of the COVID-19 pandemic.

Following this analysis, we believe that we satisfied all eligibility

criteria for the PPP Loan, and that our receipt of the PPP Loan is consistent with the broad objectives of the CARES Act.

certification described above is subject to interpretation.

On April 23, 2020, the SBA issued guidance stating that it is unlikely

that a public company with substantial market value and access to capital markets will be able to make the required certification

in good faith.

The lack of clarity regarding loan eligibility under the Paycheck Protection Program has resulted in significant

media coverage and controversy with respect to public companies applying for and receiving loans.

If, despite our good-faith belief

that given our circumstances we satisfied all eligible requirements for the PPP Loan, we are later determined to have not been

in compliance with these requirements or it is otherwise determined that we were ineligible to receive the PPP Loan, we may be

required to repay the PPP Loan in its entirety and/or be subject to additional penalties.

Should we be audited or reviewed by

federal or state regulatory authorities as a result of filing an application for forgiveness of the PPP Loan or otherwise, such

audit or review could result in the diversion of management’s time and attention and the incurrence of additional costs.

Any of these events could have a material adverse effect on our business, results of operations and financial condition.

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