Item 7. Management’s Discussion and Analysis
ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
You
should read the following discussion and analysis of our financial condition and results of operations together with our financial statements
and the related notes included elsewhere in this annual report. In addition to historical information, this discussion and analysis contains
forward-looking statements that are based on our current expectations, estimates and projections about our business and operations and
that involve risks, uncertainties and assumptions. Our actual results may differ materially from those currently anticipated and expressed
in such forward-looking statements as a result of a number of factors, including those which we discuss under “Risk Factors”
and elsewhere in this annual report. See “Information Regarding Forward-Looking Statements.” All amounts in this report are
in U.S. dollars, unless otherwise noted.
Overview
We
are a healthcare services company promoting preventative health, holistic wellness, health education, and equitable healthcare for all
patient demographics. We leverage deep scientific and healthcare expertise to create strategic frameworks and develop patient-centric
solutions for the betterment of patient lives and health outcome linked to developing a healthier population. We are developing comprehensive
end-to-end solutions in health education services, population health, behavioral and mental health, healthcare workforce and
digital health.
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Recent
Developments
Line
of Credit
On
February 7, 2022, we entered into a business loan agreement with Citizens State Bank of New Castle pursuant to which we originally received
a revolving line of credit of up to $1,500,000, which was subsequently amended on May 22, 2023, and again on August 24, 2023, to $800,000.
See “Financing Transactions – Line of Credit.” A total of $301,655, consisting of $300,154
of principal and $1,501 of interest, was paid on October 10, 2023, and the Revolving Line of Credit was closed.
Amendment
to Certificate of Incorporation
On
August 28, 2023, we effectuated a 1-for-1.2 reverse stock split of our issued and outstanding common stock. See “Critical Accounting
Policies and Estimates – Reverse Stock Split” for additional information.
Advances
Received from Related Party
On
various dates from July 11, 2023, through August 23, 2023, Sahasra Technologies Corp., doing business as STLogics, which is an entity
beneficially owned by the principal owners and management team of Syra, made short term, non-interest bearing advances due upon demand,
of which an aggregate $1,295,010 advanced and we repaid an aggregate $1,095,000 of such advances. The Company pays for payroll and related
costs for its employees that provide services to STLogics customers. During the year ended December 31, 2023, the Company applied $200,010
of such costs to reduce the balance of the advance to $0, and has a receivable from STLogics of $50,614 for additional costs incurred
as of December 31, 2023.
Initial
Public Offering
On
October 3, 2023 (the “Closing Date”), the Company completed its initial public offering (the “IPO”) of an
aggregate of 1,615,000 units (“Units”) at a public offering price of $4.125 per Unit, with each Unit consisting of (a)
one share of the Company’s Class A common stock and (b) one warrant (each, a “Warrant” and collectively, the
“Warrants”) to purchase one share of Class A common stock at an exercise price equal to $6.50 per share, exercisable
until the fifth anniversary of the issuance date, pursuant to that certain underwriting agreement dated as of September 28, 2023
(the “Underwriting Agreement”) by and between the Company and Kingswood, a division of Kingswood Capital Partners, LLC,
as representative of the several underwriters named in the Underwriting Agreement (the “Representative”). The Company
received gross proceeds of approximately $6.7 million from the sale of the Units before deducting underwriting discounts,
commissions and offering expenses, which totaled $1,928,133. In addition, pursuant to the Underwriting Agreement, the Company
granted the Representative a 45-day option to purchase up to 242,250 Units at the initial public offering price, less the
underwriting discount, to cover over-allotments, if any (the “Over-Allotment Option”). On the Closing Date, the Company
issued an additional 242,500 Warrants to the underwriters pursuant to the partial exercise by the underwriters of the Over-Allotment
Option, generating gross proceeds of $2,422. In addition, on the Closing Date, the Company issued fully vested warrants
to purchase 145,350 shares of the Company’s common stock, having an exercise price of $5.156 per share, exercisable over a 5-year
term, to the Representative pursuant to the Company’ IPO.
Debt
Conversions
On
October 3, 2023, a total of $1,472,460, consisting of $1,455,000 of principal and $17,460 of interest, was converted into an aggregate
446,206 shares of Class A common stock in accordance with the terms of the convertible promissory notes.
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Results
of Operations for the Years Ended December 31, 2023, and 2022
The
following table summarizes selected items from the statements of operations for the years ended December 31, 2023, and 2022.
For the Year
For the Year
Ended
Ended
December 31,
December 31,
Increase /
2023
2022
(Decrease)
Net revenues
Healthcare workforce
$ 4,259,292
$ 5,260,370
$ (1,001,078 )
Population health
715,499
318,036
397,463
Digital health
515,250
-
515,250
Behavioral and mental health
12,797
-
12,797
Health education
12,306
39,300
(26,994 )
Net revenues
5,515,144
5,617,706
(102,562 )
Cost of services
4,103,244
4,555,924
(452,680 )
Gross profit
1,411,900
1,061,782
350,118
Operating expenses:
Salaries and benefits
2,292,295
1,524,971
767,324
Professional fees
586,463
1,035,902
(449,439 )
Research and development expenses
240,048
-
240,048
Selling, general and administrative expenses
1,131,922
575,755
556,167
Depreciation
48,771
14,849
33,922
Total operating expenses:
4,299,499
3,151,477
1,148,022
Operating loss
(2,887,599 )
(2,089,695 )
(797,904 )
Total other income (expense)
(50,744 )
(28,470 )
(22,274 )
Net loss
$ (2,938,343 )
$ (2,118,165 )
$ (820,178 )
Net
Revenues
Net revenue during the year ended December 31, 2023 was comprised of $4,259,292
of healthcare workforce revenue, $715,499 of population health revenue, $515,250 of digital health revenue, $12,797 of behavioral and
mental health revenue, and $12,306 of health education revenue, compared to net revenue during the year ended December 31, 2022 comprised
of $5,260,370 of healthcare workforce revenue, $318,036 of population health revenue, and $39,300 of health education revenue. Healthcare
workforce revenues decreased in 2023 as the effects of the Covid -19 pandemic subsided,
offset by increases in revenues from other healthcare workforce services provided to various state health departments from new contracts.
Population health revenues increased in 2023 due to additional services provided to state departments. Digital health services revenues
increased in 2023 due to new services that we began to provide to clients. Behavioral and mental health revenues increased in 2023 due
to new services that we began to provide psychological evaluation services to state health departments Health education revenues decreased
in 2023 as the effects of the Covid-19 pandemic fully subsided and we reshaped our service offerings.
Cost
of Services
Our
cost of services included wages and related payroll taxes, employee benefits and certain other employee-related costs of our contract
service employees while they work on contract assignments. We incurred $4,103,244 of cost of services for the year ended December 31,
2023, compared to $4,555,924 for the year ended December 31, 2022, a decrease of $452,680, or 10%. Our gross profit was approximately
25% for the year ended December 31, 2023, compared to approximately 19% for the year ended December 31, 2022, an increase of approximately
7%. Our cost of services decreased primarily due to the change in service mix to be more focused on higher margin revenue streams in
2023.
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Operating
Expenses
Salaries
and Benefits
Our
salaries and benefits include wages and related payroll taxes, employee benefits and certain other employee-related costs of our management
and office personnel. We incurred $2,292,295 of salaries and benefits during the year ended December 31, 2023, compared to $1,524,971
for the year ended December 31, 2022, an increase of $767,324, or 50%. Salaries and benefits increased in 2023 as we supported our increased
operations and added office personnel to support our IPO process. Salaries and benefits included $535,909 and $579,599 of officer compensation
for the years ended December 31, 2023, and 2022, respectively.
Professional
Fees
Professional
fees primarily consist of expenses incurred from business development, accounting, legal fees, and consulting activities. We incurred
$586,463 of professional fees for the year ended December 31, 2023, compared to $1,035,902 for the year ended December 31, 2022, a decrease
of $449,439, or 43%. Professional fees decreased in 2023 mainly due to a decrease in stock-based compensation related to outsourced professionals
engaged in the prior year.
Research
and Development Expenses
Research and Development expenses primarily consist of consulting expenses
incurred to develop our technology-based solutions. We incurred $240,048 of research and development expenses for the year ended December
31, 2023.
Selling,
General and Administrative Expenses
SG&A
primarily consists of marketing, rent, office, insurance, travel and repair and maintenance expenses incurred. We incurred $1,131,922
of SG&A expenses during the year ended December 31, 2023, compared to $575,755 for the year ended December 31, 2022, an increase
of $556,167, or 97%. Our SG&A expenses increased primarily due to our increased operations in 2023. SG&A included $128,527 and
$107,013 of rent incurred from STVentures, LLC, an entity beneficially owned by our principal owners, our management team and their affiliates,
$154,347 and $47,736 of insurance and $3,370 and $30,738 of repairs and maintenance for the years ended December 31, 2023, and 2022,
respectively, as we entered into our lease in July of 2021 and commenced operations. Stock based compensation expense declined to $32,832 during the year ended December 31, 2023 compared to
$512,910 in the year ended December 31, 2022 primarily due to fewer options issued to consultants for services during the year ended December
31, 2023.
Depreciation
We
incurred $48,771 of depreciation expense for the year ended December 31, 2023, compared to $14,849 of depreciation expense for the year
ended December 31, 2022, an increase of $33,922, or 228%. Depreciation increased as we expanded our office space and placed additional
office equipment into service during 2022. We expect depreciation to increase in future periods, as we expanded our office space and
incurred significant leasehold improvement costs during 2023.
Other
Income (Expense)
Other
expense on a net basis consisted of $53,686 of interest incurred on the line of credit that we entered into in 2022, convertible promissory
notes payable, and insurance finance charges, as partially offset by $2,942 of interest income. Other expense on a net basis consisted
of $28,533 of interest incurred on a line of credit that we entered into in 2022, as partially offset by $63 of interest income.
Net
Loss
Our net loss for the year ended December 31, 2023, was $2,938,343, compared
to a net loss of $2,118,165 for the year ended December 31, 2022, an increase of $820,178. Net loss increased primarily due to the increase
in salary costs related to expanded operations in 2023.
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Liquidity
and Capital Resources
We
believe that our existing sources of liquidity, along with cash expected to be generated from sales and services, will not be sufficient
to fund our operations, anticipated capital expenditures, working capital and other financing requirements for at least the next twelve
months from the issuance of the financial statements included elsewhere in this annual report. In the event we are unable to achieve
profitable operations in the near term, we may require additional equity and/or debt financing; however, we cannot provide assurance
that such financing will be available to us on favorable terms, or at all. We will continue to monitor our expenditures and cash flow
position.
The
following table summarizes total current assets, liabilities, accumulated deficit and working capital (deficit) at December 31, 2023,
and December 31, 2022.
December 31,
December 31,
2023
2022
Current Assets
$ 4,781,110
$ 1,426,743
Current Liabilities
$ 910,072
$ 1,546,345
Accumulated Deficit
$ (5,064,955 )
$ (2,126,612 )
Working Capital (Deficit)
$ 3,871,038
$ (119,602 )
Liquidity
is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate
on an ongoing basis. To date, we have funded our operations through equity and debt financings. Our primary uses of cash have been for
the development of operations, compensation, and professional fees. All funds received have been expended in the furtherance of growing
our business and establishing our services and solutions. The following trends are reasonably likely
to result in a material decrease in our liquidity over the near to long term:
●
A substantial increase
in working capital requirements to finance our operations;
●
Addition of administrative
and professional personnel as our business continues to grow;
●
The cost of being a public
company; and
●
Payments for seeking and
securing quality staffing personnel.
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Cash
Flow Activities for the Years Ended December 31, 2023, and 2022
Net
Cash Used in Operating Activities
Cash
used in operating activities for the years ended December 31, 2023, and 2022 was $2,759,068 and $2,244,065, respectively, which was primarily
attributable to our net loss for such periods.
Net
Cash Used in Investing Activities
Cash
used in investing activities for the years ended December 31, 2023, and 2022 was $15,251 and $121,260, respectively, which related entirely
to the purchase of property and equipment in each year.
Net
Cash Provided by Financing Activities
Cash
provided by financing activities for the year ended December 31, 2023, was $6,051,050, which consisted of $5,332,283 of proceeds from
the sale of our Class A common stock, $1,455,000 of proceeds received from convertible notes payable, $1,295,010 of advances received
from related parties, and $300,000 of proceeds received from line of credit, partially offset by $1,050,551 of repayments on the line
of credit, $1,095,000 of repayments on advances from related parties, and $185,692 of repayments on notes payable. Cash provided by financing
activities for the year ended December 31, 2022, was $2,268,657, which consisted of $2,322,500 of proceeds from the sale of our Class
A common stock, $2,819,275 of proceeds received from a line of credit, and $94,000 of advances received from related parties, as partially
offset by $596,118 of payments on deferred offering costs, $2,082,800 of repayments on the line of credit, and $288,200 of repayments
on advances from related parties.
Financing
Transactions
Advances
from Related Party
On
various dates from July 11, 2023, through August 23, 2023, Sahasra Technologies Corp., doing business as STLogics, which is an
entity beneficially owned by the principal owners and management team of Syra, made short term, non-interest bearing advances due
upon demand, of which an aggregate $1,295,010 was advanced and we repaid an aggregate $1,095,000 of such advances. We pay
for payroll and related costs for our employees that provide services to STLogics customers. During the year ended December 31,
2023, we applied $200,010 of such costs to reduce the balance of the advance to $0, and we have a receivable from STLogics of
$50,614 for additional costs incurred as of December 31, 2023.
Line
of Credit
On
February 7, 2022, we entered into a business loan agreement (as amended, the “loan agreement”) with Citizens State
Bank of New Castle pursuant to which we originally received a revolving line of credit of up to $1,500,000 which was subsequently amended
to $800,000 (as amended, the “Revolving Line of Credit”). Pursuant to the terms of the Revolving Line of Credit, the outstanding
balance would not exceed 75% of our outstanding accounts receivable due from the State of Indiana aged more than 90 days
together with all other accounts receivable aged less than 90 days. The Revolving Line of Credit was to terminate on December 31, 2022,
unless extended pursuant to the terms thereof. We received extensions on the Revolving Line of Credit such that it terminated
on October 24, 2023; however, no further advances were available under the Revolving Line of Credit. In the event of a default, all commitments
and obligations pursuant to the Revolving Line of Credit would terminate immediately and, at Citizens State Bank of New Castle’s
request, all Indebtedness (as defined in the loan agreement) would become immediately due and payable. Advances on the Revolving Line
of Credit are pursuant to a promissory note, dated February 7, 2022, which accrued interest at a variable rate of 1.5% above the national
prime interest rate as quoted in the Wall Street Journal, not to be less than 4.75% per annum or more than 21% per annum or the maximum
rate allowed by law. Interest was to increase by 2.0% in the event of a default. Pursuant to the promissory note, we were required
to pay monthly payments of unpaid interest since March 7, 2022. We could prepay all or a portion of the amount due prior to
the date upon which it was due without any penalty. In connection with the Revolving Line of Credit, we entered into a commercial
security agreement with Citizens State Bank of New Castle dated February 7, 2022, pursuant to which we granted Citizens State Bank of
New Castle a security interest in the Collateral (as defined in the commercial security agreement) to secure the Indebtedness (as defined
in the commercial security agreement). During the year ended December 31, 2023, we received proceeds of $300,000 and repaid
total advances of $750,397. In addition, we paid an underwriting fee of $14,076 on February 7, 2022, which was amortized over
the original life of the line of credit using the straight-line method, which approximated the effective interest method. A total of
$301,655, consisting of $300,154 of principal and $1,501 of interest, was paid on October 10, 2023, and the Revolving Line of Credit
was closed.
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Convertible
Notes Payable
On
various dates from January through April 2023, we entered into subscription agreements with accredited investors pursuant to which we
issued convertible promissory notes in the aggregate principal amount of $1,455,000. The notes mature on various dates between July 10,
2024, and October 7, 2024, accrue interest at 2% per annum and may be prepaid by us at any time without any penalties. On October 3, 2023, a total
of $1,472,460, consisting of $1,455,000 of principal and $17,460 of interest, was converted into an aggregate 446,206 shares of Class
A common stock in accordance with the terms of the convertible promissory notes.
Common
Stock Sales
On October 3, 2023 (the “Closing Date”), we completed our initial
public offering (the “IPO”) of an aggregate of 1,615,000 units (“Units”) at a public offering price of $4.125
per Unit, with each Unit consisting of (a) one share of our Class A common stock and (b) one warrant (each, a “Warrant” and
collectively, the “Warrants”) to purchase one share of Class A common stock at an exercise price equal to $6.50 per share,
exercisable until the fifth anniversary of the issuance date, pursuant to that certain underwriting agreement dated as of September 28,
2023 (the “Underwriting Agreement”) by and between us and Kingswood, a division of Kingswood Capital Partners, LLC, as representative
of the several underwriters named in the Underwriting Agreement (the “Representative”). We received gross proceeds of approximately
$6.7 million from the sale of the Units before deducting underwriting discounts, commissions and offering expenses. In addition, pursuant
to the Underwriting Agreement, we granted the Representative a 45-day option to purchase up to 242,250 Units at the initial public offering
price, less the underwriting discount, to cover over-allotments, if any (the “Over-Allotment Option”). On the Closing Date,
we issued an additional 242,500 Warrants to the underwriters pursuant to the partial exercise by the underwriters of the Over-Allotment
Option, generating gross proceeds of $2,422.
In
March 2022, we sold an aggregate of 1,666,662 shares of our Class A common stock at a price of $0.60 per share for gross proceeds of
$1 million. In addition, from June to August 2022 we sold an aggregate of 1,102,094 shares of our Class A common stock at a price of
$1.20 per share for gross proceeds of $1,322,500.
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Critical
Accounting Policies and Estimates
The
preparation of the financial statements included elsewhere in this annual report requires us to make estimates and assumptions that affect
the reported amounts of assets, liabilities, revenue, expenses, and related disclosures. We evaluate our estimates and assumptions on
an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under
the circumstances. Our actual results could differ from these estimates.
The
critical accounting estimates, assumptions and judgments that we believe have the most significant impact on our financial statements
are described below.
Accounts
Receivable
Accounts
receivable is carried at their estimated collectible amounts. Accounts receivable is periodically evaluated for collectability based
on past credit history with customers and their current financial condition. We had an allowance of $5,520 and $4,533 at December 31,
2023, and December 31, 2022, respectively.
Impairment
of Long-Lived Assets
In
accordance with the provisions of Accounting Standards Codification (“ASC”) Topic 360, “ Impairment or Disposal of
Long-Lived Assets ,” all long-lived assets such as property and equipment held and used by us are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to
be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected
to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount
by which the carrying amounts of the assets exceed the fair value of the assets.
Leases
We
account for our leases under ASC 842 - Leases . We determine if an arrangement is a lease at inception. Operating leases are included
in operating lease right-of-use (“ROU”) assets, current portion of obligations under operating leases, and obligations under
operating leases, non-current on our balance sheets.
Operating
lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over
the lease term at commencement date, adjusted by the deferred rent liabilities at the adoption date. As our lease does not provide an
implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present
value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial
direct costs incurred. Our terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise
that option. Operating lease expense is recognized on a straight-line basis over the lease term.
Revenue
Recognition
We
recognize revenue in accordance with ASC 606, the core principle of which is that an entity should recognize revenue to depict the transfer
of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to
receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be
recognized: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction
price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as we satisfy
a performance obligation.
We
account for revenues when both parties to the contract have approved the contract, the rights and obligations of the parties are identified,
payment terms are identified, and collectability of consideration is probable. Payment terms vary by client and the services offered.
- 38 -
We
have the following main forms of revenue:
–
Healthcare
Workforce Services
–
Behavioral
and Mental Health Services
–
Digital
Health
–
Population
Health
–
Health
Education
We
primarily provide our services to state and local government health agencies, payers, and other private health organizations. Healthcare
Workforce, Behavioral and Mental Health and Health Education contracts are accounted for as a single performance obligation satisfied
over time because the customer simultaneously receives and consumes the benefits of our medical staffing on an hourly or daily basis.
Population Health and Digital Health contracts generally consist of multiple performance obligations that are distinct,
such as to provide data analytics and reporting, training, or develop technology for implementation and maintenance with the customer.
We allocate the transaction price across the performance obligations based on the estimated fair value of the distinct performance obligations.
Depending on the performance obligation, revenue is recognized at a point in time when the customer obtains the benefit of the services
are provide, or over time in the case of digital health revenue where the customer simultaneously receives and consumes benefits of the
contract, such as ongoing performance of our technology product.
The
contracts generally stipulate bi-weekly or monthly billing, and we have elected the “as invoiced” practical expedient to
recognize revenue based on the hours incurred at the contractual rate as we have the right to payment in an amount that corresponds directly
with the value of performance completed to date. We may also be subject to penalties for violations of certain ethical standards and
non-performance measures within these state contracts. We recognize revenue net of penalties.
Significant
Concentrations
The
majority of accounts receivable and revenue contracts are between our Company and different divisions within the FSSA. Most
contracts require monthly payments as the projects progress. We generally do not require collateral or advance payments. For the
years ended December 31, 2023, and 2022, FSSA accounted for approximately 67.7% and 98.3% of our revenues and 30.2% and 98.3% of our
accounts receivable, respectively, as due from the combined divisions (NeuroDiagnostic Institute and Division of Mental Health and
Addiction) of the FSSA. Two other customers accounted for 21.5% and 18.9% of outstanding accounts receivable as of December 31, 2023.
Recent
Accounting Standards
From
time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are adopted
by us as of the specified effective date.
There
are no other recently issued accounting pronouncements that we have yet to adopt that are expected to have a material effect on our financial
position, results of operations, or cash flows.
JOBS
Act
On
April 5, 2012, the JOBS Act was enacted. Section 107 of the JOBS Act provides that an “emerging growth company” can take
advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting
standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those
standards would otherwise apply to private companies.
We
have chosen to take advantage of the extended transition periods available to emerging growth companies under the JOBS Act for complying
with new or revised accounting standards until those standards would otherwise apply to private companies provided under the JOBS Act.
As a result, our financial statements may not be comparable to those of companies that comply with public company effective dates for
complying with new or revised accounting standards.
We
are in the process of evaluating the benefits of relying on other exemptions and reduced reporting requirements provided by the JOBS
Act. Subject to certain conditions set forth in the JOBS Act, as an “emerging growth company,” we intend to rely on certain
of these exemptions, including without limitation, (i) providing an auditor’s attestation report on our system of internal controls
over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act and (ii) complying with any requirement that may be adopted
by the Public Company Accounting Oversight Board (“PCAOB”) regarding mandatory audit firm rotation or a supplement to the
auditor’s report providing additional information about the audit and the financial statements, known as the auditor discussion
and analysis. We will remain an “emerging growth company” until the earliest of (i) the last day of the fiscal year in which
we have total annual gross revenues of $1.235 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of
the date of the completion of this offering; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during
the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.
ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are not required to provide the information required by this Item as are a “smaller reporting company,” as defined
in Rule 12b-2 of the Exchange Act.
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