8 unchanged sentences
Inventories, net
−Removed: Prepaid expenses and other current assets
+Added: Prepaid expense and other current assets
Total current assets
22 unchanged sentences
par value $ 0.0001 per share;
−Removed: 41,270,300 and 41,175,993 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively
+Added: 41,910,687  and 41,175,993 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively
Additional paid-in capital
7 unchanged sentences
(in thousands, except share and per share amounts)
−Removed: Three Months Ended March 31,
+Added: Three Months Ended
+Added: Six Months Ended
Product sales
Other revenue
−Removed: Total revenues
−Removed: Cost of revenues
−Removed: Operating expenses:
+Added: Total revenue
+Added: Cost of revenue
+Added: Gross profit (loss)
+Added: Operating expense:
Selling, general and administrative
Research and development
−Removed: Total operating expenses
+Added: Total operating expense
Loss from operations
1 unchanged sentence
Interest income
+Added: Total other income (expense)
Net loss per basic and diluted common share
7 unchanged sentences
(in thousands, except share amounts)
+Added: Three Months Ended June 30, 2023
Comprehensive
Stockholders'
+Added: Balance at April 1, 2023
+Added: Common shares issued upon exercise of stock options
+Added: Share-based compensation expense
+Added: Common shares issued upon vesting of restricted stock units
+Added: Net loss for the period
+Added: Balance at June 30, 2023
+Added: Six Months Ended June 30, 2023
+Added: Comprehensive
+Added: Stockholders'
Balance at January 1, 2023
5 unchanged sentences
Net loss for the period
−Removed: Balance at March 31, 2023
+Added: Balance at June 30, 2023
+Added: Three Months Ended June 30, 2022
+Added: Comprehensive
+Added: Stockholders'
+Added: Balance at April 1, 2022
+Added: Share-based compensation expense
+Added: Common shares issued upon vesting of restricted stock units
+Added: Net unrealized gain on short-term investments
+Added: Net loss for the period
+Added: Balance at June 30, 2022
+Added: Six Months Ended June 30, 2022
+Added: Comprehensive
+Added: Stockholders'
Balance at January 1, 2022
2 unchanged sentences
Common shares issued upon vesting of restricted stock units
−Removed: Net unrealized gain (loss) on short-term investments
+Added: Common shares issued for services
+Added: Net unrealized loss on short-term investments
Net loss for the period
−Removed: Balance at March 31, 2022
+Added: Balance at June 30, 2022
See accompanying notes to unaudited condensed consolidated interim financial statements.
2 unchanged sentences
(in thousands)
−Removed: Three Months Ended March 31,
+Added: Six Months Ended June 30,
Cash Flows From Operating Activities:
7 unchanged sentences
Accounts receivable
−Removed: Prepaid expenses and other current assets
+Added: Prepaid expense and other current assets
Accounts payable
10 unchanged sentences
Investment in patents and trademarks
+Added: Purchase of intangible assets
Investment in long-term deposits
7 unchanged sentences
Cash and cash equivalents, end of period
−Removed: Supplemental Disclosure of Non-Cash Investing
−Removed: and Financing Activities:
+Added: Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Change in unrealized gain on short-term investments
4 unchanged sentences
(in thousands, except per share and share amounts)
−Removed:                 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
+Added:                 
+Added: ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Business Description
36 unchanged sentences
The Company’s losses for the periods presented cause the inclusion of potential Common Stock instruments outstanding to be antidilutive.
−Removed: Stock options and restricted stock units exercisable or issuable for a total of 5,127,830  and 5,350,111 shares of Common Stock were outstanding at March 31, 2023, and 2022, respectively.
+Added: Stock options and restricted stock units exercisable or issuable for a total of 4,117,586 and 6,458,823 shares of Common Stock were outstanding at June 30, 2023, and 2022, respectively.
These securities are not included in the computation of diluted net loss per common share for the periods presented as their inclusion would be antidilutive due to losses incurred by the Company.
1 unchanged sentence
The Company has reviewed recently issued, but not yet effective, accounting pronouncements and does not believe the future adoptions of any such pronouncements will be expected to cause a material impact on its financial condition or the results of operations.
−Removed:           REVENUE AND PRODUCT COSTS
+Added:           
+Added: REVENUE AND PRODUCT COSTS
Revenue consists of product revenue and other revenue.
Product sales include BolaWrap products and accessories.
−Removed: Other revenue includes VR revenues, service, training and shipping revenues.
+Added: Other revenue includes VR revenue, service, training and shipping revenue.
+Added: Periodically, certain customers request bill and hold transactions for future delivery as scheduled and designated by them.
+Added: In such cases, revenue is not recognized until after control, title and risk of ownership has transferred which is generally when the customer has requested such transaction under normal billing and payment terms and has been notified that the product (i) has been completed according to customer specifications, (ii) has passed quality control inspections, and (iii) has been tagged and packed for shipment, separated from other inventory and ready for physical transfer to the customer. The value associated with custodial storage services is deemed immaterial in the context of such contracts and in total, and accordingly, none of the transaction price is allocated to such service.
The timing of revenue recognition may differ from the timing of invoicing to customers.
1 unchanged sentence
A contract asset is recognized when revenue is recognized prior to invoicing, or a contract liability (deferred revenue) when revenue will be recognized subsequent to invoicing.
+Added: The Company recognizes an asset if there are incremental costs of obtaining a contract with a customer such as commissions.
+Added: These costs are ascribed to or allocated to the underlying performance obligations in the contract.
The Company may receive consideration, per terms of a contract, from customers prior to transferring goods to the customer.
3 unchanged sentences
The Company recognizes these contract liabilities as revenue after all revenue recognition criteria are met.
−Removed: The table below details the activity in our contract liabilities during the three months ended March 31, 2023.
+Added: The table below details the activity in our contract liabilities during the six months ended June 30, 2023.
Balance at January 1, 2023
1 unchanged sentence
Transfer to revenue
−Removed: Balance at March 31, 2023
+Added: Balance at June 30, 2023
Current portion
Long-term portion
−Removed: At March 31, 2023, the Company’s deferred revenue of $ 291 consisted of $ 175 related to VR and $ 10 related to training and $ 106 related to BolaWrap extended warranties and services.
+Added: At June 30, 2023, the Company’s deferred revenue of $ 340 consisted of $ 217 related to VR, $ 17 related to training and $ 106 related to BolaWrap extended warranties and services.
At December 31, 2022, the Company’s deferred revenue of $ 333 consisted of $ 198 related to VR, $ 11 related to training and $ 124 related to BolaWrap extended warranties and services.
−Removed: The Company recognizes an asset if there are incremental costs of obtaining a contract with a customer such as commissions.
−Removed: These costs are ascribed to or allocated to the underlying performance obligations in the contract.
Estimated costs for the Company’s standard warranty, generally one-year, are charged to cost of products sold when revenue is recorded for the related product.
12 unchanged sentences
The Company’s cash equivalent Money Market Funds and short-term investments consisting of U.S.
−Removed: Treasury bill securities and Certificate of Deposits are classified as Level I because they are valued using quoted market prices.
−Removed: The following table shows the Company’s cash and cash equivalents, Money Market Funds and short-term investments by significant investment category as of March 31, 2023, and December 31, 2022.
−Removed: As of March 31, 2023
+Added: Treasury bill securities and Certificate of Deposits are classified as Level 1 because they are valued using quoted market prices.
+Added: The following table shows the Company’s cash and cash equivalents, Money Market Funds and short-term investments by significant investment category as of June 30, 2023, and December 31, 2022.
+Added: As of June 30, 2023
Money Market Funds
8 unchanged sentences
Unrealized gains or losses resulting from our short-term investments are recorded in accumulated other comprehensive gain or loss as they are classified as available for sale.
−Removed: During the three months ended March 31, 2023 and 2022, a $ 0 and $ (23) was recorded to accumulated other comprehensive gain (loss), respectively.
+Added: During the three and six months ended June 30, 2023, a $ 0 gain and $ 0 loss was recorded to accumulated other comprehensive gain (loss), respectively.
+Added: During the three and six months ended June 30, 2022, a $ 12 gain and $ 11 loss was recorded to accumulated other comprehensive gain (loss), respectively.
Our financial instruments also include accounts receivable, accounts payable, accrued liabilities and business acquisition liabilities.
Due to the short-term nature of these instruments, their fair values approximate their carrying values on the balance sheet.
−Removed:           INVENTORIES, NET
+Added:           
Inventory is recorded at the lower of cost or net realizable value.
5 unchanged sentences
Inventories - net
−Removed:           PROPERTY AND EQUIPMENT, NET
+Added:           
+Added: PROPERTY AND EQUIPMENT, NET
Property and equipment consisted of the following:
4 unchanged sentences
Property and equipment, net
−Removed: Depreciation expense was $ 118 and $ 113 for the three months ended March 31, 2023 and 2022, respectively.
−Removed:           INTANGIBLE ASSETS, NET
+Added: Depreciation expense was $ 118 and $ 236  for the three and six months ended June 30, 2023, respectively, and $ 124 and $ 237 for the three and six months ended June 30, 2022, respectively.
+Added:           
+Added: INTANGIBLE ASSETS, NET
Intangible assets consisted of the following:
5 unchanged sentences
Total intangible assets, net
−Removed: Amortization expense was $ 82 and $ 70 for the three months ended March 31, 2023 and 2022, respectively.
−Removed: At March 31, 2023, future amortization expense is as follows:
+Added: Amortization expense was $ 85 and $ 167 for the three and six months ended June 30, 2023, respectively, and $ 73 and $ 143 for the three and six months ended June 30, 2022, respectively.
+Added: At June 30, 2023, future amortization expense is as follows:
2023 (9 months)
Total estimated amortization expense
−Removed:           ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
+Added:           
+Added: ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable includes $ 40 and $ 127 due to related party Syzygy Licensing, LLC (“
−Removed: Syzygy ”) as of March 31, 2023 and December 31, 2022, respectively. See Notes 11 for additional information on this related party.
+Added: Syzygy ”) as of June 30, 2023 and December 31, 2022, respectively.
+Added: See Notes 11 for additional information on this related party.
+Added: The Company consummated an offering of Series A Convertible Preferred Stock and Warrants (“
+Added: Offering ”), which Offering closed on July 5, 2023, resulting in gross proceeds to the Company of approximately $ 10 million of which $ 7.4 million was received on June 29, 2023.
+Added: The $ 7.4 million received was recorded to cash with an offset to accrued expense.
Accrued liabilities consist of the following:
2 unchanged sentences
Warranty costs
+Added: Pre-funding of the sale of shares, preferred stock and warrants
Taxes and other
−Removed: Accrued compensation includes $ 1,005 and $ 1,022 in employee bonuses and commissions payable at March 31, 2023 and December 31, 2022, respectively.
+Added: Accrued compensation includes $ 80 and $ 1,022 in employee bonuses and commissions payable at June 30, 2023 and December 31, 2022, respectively.
Changes in our estimated product warranty costs were as follows:
−Removed: Three Months Ended
+Added: Six Months Ended
Balance, beginning of period
2 unchanged sentences
Balance, end of period
−Removed:           STOCKHOLDERS' EQUITY
+Added:           
+Added: STOCKHOLDERS' EQUITY
The Company’s authorized capital consists of 150,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, par value $ 0.0001 per share (“
Preferred Stock ”).
−Removed:           SHARE-BASED COMPENSATION
+Added:           
+Added: SHARE-BASED COMPENSATION
On March 31, 2017 , the Company adopted, and the stockholders approved, the 2017 Stock Incentive Plan (the “
Plan ”) authorizing 2,000,000 shares of Common Stock for issuance as awards to employees, directors or consultants.
−Removed: In May 2019 , the stockholders ratified an increase in the Plan authorizing an additional 2,100,000 shares of Common Stock, in June 2020 ratified an additional 1,900,000 shares of Common Stock, in June 2021 ratified an additional 1,500,000 shares of Common Stock and in June 2022 ratified an additional 1,500,000 shares of Common Stock, for a total of 9,000,000 shares subject to the Plan.
−Removed: At March 31, 2023, there were 2,735,102 shares of Common Stock remaining available for grant under the Plan.
+Added: In May 2019 , the stockholders ratified an increase in the Plan authorizing an additional 2,100,000 shares of Common Stock;
+Added: in June 2020 ratified an additional 1,900,000 shares of Common Stock;
+Added: in June 2021 ratified an additional 1,500,000 shares of Common Stock;
+Added: and in June 2022 ratified an additional 1,500,000 shares of Common Stock;
+Added: for a total of 9,000,000 shares subject to the Plan.
+Added: At June 30, 2023, there were 2,848,936 shares of Common Stock remaining available for grant under the Plan.
The Company generally recognizes share-based compensation expense on the grant date and over the period of vesting or period that services will be provided.
+Added: In April 2023 the Company recognized severance acceleration of $ 178 of share-based compensation expense resulting from the resignation of the Company’s Chief Executive Officer and Chief Operating Officer due to a reduction in force that resulted in changes in the composition of the executives of the Company.
In January 2022 the Company recognized severance acceleration of $ 242 of share-based compensation expense resulting from the resignation of the Company’s Chief Executive Officer as part of a management transition plan.
Stock Options
−Removed: The following table summarizes stock option activity for the three months ended March 31, 2023:
+Added: The following table summarizes stock option activity for the six months ended June 30, 2023:
Weighted Average
1 unchanged sentence
Forfeited, cancelled, expired
−Removed: Outstanding March 31, 2023
−Removed: Exercisable March 31, 2023
−Removed: At March 31, 2023, there were 2,576,632 service-based stock options outstanding, and 1,614,230 performance-based stock options outstanding, which performance-based stock options were granted in April 2022 to the Company’s former Chief Executive Officer and President, subject to future market capitalization targets.
−Removed: 1,049,145 of the 4,190,862 stock options granted included in the table above were granted in April 2022 outside the Plan as an employment inducement grant, but are subject to the terms and conditions of the Plan.
+Added: Outstanding June 30, 2023
+Added: Exercisable June 30, 2023
+Added: At June 30, 2023, there were 1,954,019 service-based stock options outstanding, and 1,614,230 performance-based stock options outstanding, which performance-based stock options were granted in April 2022 to the Company’s former Chief Executive Officer and President, subject to future market capitalization targets.
+Added: 1,049,145 of the 3,568,249 stock options granted included in the table above were granted in April 2022 outside the Plan as an employment inducement grant, but are subject to the terms and conditions of the Plan.
The Company uses the Black-Scholes option pricing model to determine the fair value of service-based options granted.
The following table summarizes the assumptions used to compute the fair value of options granted to employees and non-employees:
−Removed: For the Three Months
−Removed: Ended March 31,
+Added: For the Six Months
+Added: Ended June 30,
Expected stock price volatility
Risk-free interest rate
−Removed: Expected dividend yield
−Removed: Expected life of options - years
+Added: Expected life of options
Weighted-average fair value of options granted
11 unchanged sentences
Vesting is based on sustained market capitalization of $ 250 million, $ 500 million and $ 1 billion and resulted in implied service periods ranging from approximately 4 to 7 years.
−Removed: Stock option expense was $ 313 and $ 737 for the three months ended March 31, 2023 and 2022, respectively.
+Added: Stock option expense was $ 255 and $ 567 for the three and six months ended June 30, 2023, respectively, and $ 408 and $ 1,145 for the three and six months ended June 30, 2022, respectively.
Restricted Stock Units
2 unchanged sentences
RSUs are settled in shares of the Company’s Common Stock as the RSUs become vested.
−Removed: The following table summarizes RSU activity for the three months ended March 31, 2023:
−Removed: Weighted Average
−Removed: Weighted Average
+Added: The following table summarizes RSU activity for the six months ended June 30, 2023:
Service-Based
−Removed: Period (Years)
Unvested at January 1, 2023
1 unchanged sentence
Forfeited and cancelled
−Removed: Unvested at March 31, 2023
−Removed: RSU expense was $ 315 and $ 291 for the three months ended March 31, 2023 and 2022, respectively.
+Added: Unvested at June 30, 2023
+Added: RSU expense was $ 966 and $ 1,282 for the three and six months ended June 30, 2023, respectively, and $ 319 and $ 611 for the three and six months ended June 30, 2022, respectively.
Share-Based Compensation Expense
1 unchanged sentence
Three Months Ended
+Added: Six Months Ended
Selling, general and administrative
1 unchanged sentence
Total share-based expense
−Removed: As of March 31, 2023, total estimated compensation cost of stock options granted and outstanding but not yet vested was $ 3,061 which is expected to be recognized over the weighted average period of 3.23 years.
−Removed: As of March 31, 2023, total estimated compensation cost of RSUs granted and outstanding but not yet vested was $ 1,700 which is expected to be recognized over the weighted average period of 1.99 years.
+Added: As of June 30, 2023, total estimated compensation cost of stock options granted and outstanding but not yet vested was $ 2,609 which is expected to be recognized over the weighted average period of 3.12 years.
+Added: As of June 30, 2023, total estimated compensation cost of RSUs granted and outstanding but not yet vested was $ 1,115 which is expected to be recognized over the weighted average period of 1.82 years.
          
4 unchanged sentences
Eligible employees may contribute a percentage of their salary subject to certain limitations.
−Removed: The Company’s contributions for the three months ended March 31, 2023 and year ended December 31, 2022 was $ 0 respectively.
+Added: The Company’s contributions for each of the three and six months ended June 30, 2023 and year ended December 31, 2022 was $ 0 .
          
5 unchanged sentences
The agreement provides for royalty payments of 4 % of revenue from products employing the licensed ensnarement device technology up to an aggregate of $ 1,000 in royalties or until September 30, 2026 , whichever occurs earlier.
−Removed: The Company recorded $ 24 and $ 49 for royalties during the three months ended March 31, 2023 and 2022, respectively.
−Removed: Maximum payout still available under this arrangement is $ 257 .
+Added: The Company recorded $ 40 and $ 64  for royalties during the three and six months ended June 30, 2023, respectively, and $ 34 and $ 83 for royalties during the three and six months ended June 30, 2022, respectively.
+Added: The maximum payout still available under this arrangement is $ 217 as of June 30, 2023.
Service Provider Agreement
3 unchanged sentences
(collectively, “
−Removed: Service Provider ”) on November 22, 2022, as amended on April 2, 2023, which Agreement, provided that the Service Provider provide to the Company certain technology, services, and perpetual licenses for use within the Company’s Wrap Reality virtual simulation training platform (the “
+Added: Service Provider ”) on November 22, 2022, as amended on April 2, 2023, the Service Provider is to provide to the Company certain technology, services, and perpetual licenses for use within the Company’s Wrap Reality virtual simulation training platform (the “
Technology, Services, and License ”) in consideration for a cash payment of $ 700 to the Service Provider.
Purchase Commitments
−Removed: At March 31, 2023, the Company was committed for approximately $ 3,493 for future component deliveries that are generally subject to modification or rescheduling in the normal course of business.
+Added: At June 30, 2023, the Company was committed for approximately $ 3,878 for future component deliveries that are generally subject to modification or rescheduling in the normal course of business.
Indemnifications and Guarantees
10 unchanged sentences
The derivative action was dismissed with prejudice by stipulation of the parties on May 3, 2022.
−Removed:           RELATED PARTY TRANSACTIONS
+Added:           
+Added: RELATED PARTY TRANSACTIONS
Commencing in October 2017 the Company began reimbursing Mr.
−Removed: Elwood Norris, a former officer and current stockholder and consultant of the Company, $ 1.5 per month on a month-to-month basis for laboratory facility expense, for an aggregate of $ 4.5 during the three months ended March 31, 2023, and 2022, respectively.
+Added: Elwood Norris, a former officer, current 10% stockholder and consultant of the Company, $ 1.5 per month on a month-to-month basis for laboratory facility expense, for an aggregate of $ 4.5 and $ 9 during the three and six months ended June 30, 2023, and 2022, respectively.
Norris retired as the Company’s Chief Technology Officer effective June 30, 2021, and commencing July 1, 2021, was engaged as a month-to-month consultant.
−Removed: A greater than 10% stockholder, Mr.
−Removed: Norris was paid a monthly fee of $ 7.5 per month for aggregate consulting payments of $ 22.5 during each of the three months ended March 31, 2023 and 2022.
+Added: Norris was paid a monthly fee of $ 7.5 per month for aggregate consulting payments of $ 22.5 and $ 45 during each of the three and six months ended June 30, 2023 and 2022.
See Notes 7, 11 and 14 for additional information on related party transactions and obligations.
−Removed:           MAJOR CUSTOMERS AND RELATED INFORMATION
−Removed: For the three months ended March 31, 2023, revenues from two distributors accounted for approximately 28 % and 15 % of revenues with no other single customer accounting for more than 10% of total revenues.
−Removed: For the three months ended March 31, 2022, revenues from two distributors accounted for approximately 25 % and 14 % of revenues with no other single customer accounting for more than 10% of total revenues.
−Removed: At March 31, 2023, accounts receivable from one distributor accounted for 41 % of net accounts receivable, with no other single customer accounting for more than 10% of the accounts receivable balance.
+Added:           
+Added: MAJOR CUSTOMERS AND RELATED INFORMATION
+Added: For the three months ended June 30, 2023, revenue from two distributors accounted for approximately 21 % and 21 % of revenue with no other single customer accounting for more than 10% of total revenue.
+Added: For the three months ended June 30, 2022, revenue from three distributors and one agency accounted for approximately 24 %, 18 %, 12 % and 11 % of revenue with no other single customer accounting for more than 10% of total revenue.
+Added: For the six months ended June 30, 2023, revenue from three distributors accounted for approximately 15 %, 14 % and 13 % of revenue with no other single customer accounting for more than 10% of total revenue.
+Added: For the six months ended June 30, 2022, revenue from one distributor accounted for approximately 25 % of revenue with no other single customer accounting for more than 10% of total revenue.
+Added: At June 30, 2023, accounts receivable from three distributors accounted for 22 %, 13 % and 13 % of net accounts receivable, with no other single customer accounting for more than 10% of the accounts receivable balance.
At December 31, 2022, accounts receivable from one distributor accounted for 70 % of net accounts receivable.
−Removed: The following table summarizes revenues by geographic region.
−Removed: Revenues are attributed to countries based on customer’s delivery location:
+Added: The following table summarizes revenue by geographic region.
+Added: Revenue is attributed to countries based on customer’s delivery location:
For the Three Months
−Removed: Ended March 31,
+Added: For the Six Months
+Added: Ended June 30,
+Added: Ended June 30,
Europe, Middle East and Africa
−Removed:           SUBSEQUENT EVENTS
−Removed: On April 17, 2023, Kevin Mullins was named Chief Executive Officer.
−Removed: In connection with Mr.
−Removed: Mullins' appointment, TJ Kennedy agreed to immediately step down as the Company’s Chief Executive Officer and a member of the Board of Directors (the “
−Removed: Board ”).
−Removed: Additionally, on April 17, 2023 the Company performed a reduction in force that resulted in changes in the composition of the executives of the Company.
−Removed: As part of the reduction in force, Glenn Hickman stepped down as Chief Operating Officer.
+Added:           
+Added: SUBSEQUENT EVENTS
+Added: Registered Direct Offering
+Added: On June 29, 2023, the Company entered into a Securities Purchase Agreement with a founder and director of the Company and certain accredited and institutional investors (collectively, the “
+Added: Investors ”), pursuant to which it agreed to sell to the Investors in a registered direct offering (the “
+Added: Offering ”) (i) an aggregate of 10,000 shares of the Company’s newly-designated Series A Convertible Preferred Stock, with a par value $ 0.0001 per share, and a stated value of $ 1,000 per share (“
+Added: Series A Preferred ”), initially convertible into up to 6,896,553 shares of the Company’s Common Stock, at a conversion price of $ 1.45 per share, and (ii) warrants to acquire up to an aggregate of 6,896,553 shares of Common Stock (“
+Added: Warrants ”).
+Added: The Series A Preferred provide for the payment to holders thereof of cumulative dividends of 8 % per annum, payable quarterly in arrears.
+Added: The Warrants are exercisable six months after issuance at an exercise price of $ 1.45 per share, subject to adjustment, and expire five years from the date of issuance.
+Added: The $ 1.45 per share conversion price of the Series A Preferred and exercise price of the Warrant represent the closing share price of the Company’s Common Stock on June 29, 2023.
+Added: The Offering closed on July 5, 2023 (the “
+Added: Closing ”), resulting in aggregate gross proceeds from the Offering of approximately $ 10 million.
+Added: Although the Closing occurred subsequent to June 30, 2023, the Company received approximately $ 7.35 million in gross proceeds from the Offering on June 30, 2023 following the execution of the Securities Purchase Agreement and prior to the Closing, which amount is reflected in cash and cash equivalents, with an offset to accrued expense, each as reflected in the Company’s Condensed Consolidated Balance Sheet at June 30, 2023.
+Added: At the Closing, the Company received additional gross proceeds from the Offering of approximately $ 2.65 million.
+Added: After payment of placement agent fees and costs of the Offering, the net proceeds from the Offering were approximately $ 9 million.
+Added: The Company intends to allocate the proceeds from the Offering to scale the Company’s sales team, support marketing efforts, and fuel the evolution and diversification of the Company’s product offerings.
+Added: The Company has evaluated other events subsequent to June 30, 2023 through the date the accompanying financial statements were filed with the Securities and Exchange Commission and noted that, other than as set forth above, there have been no other events or transactions which would affect the Company’s financial statements for the quarter ended June 30, 2023.
+Added: Acquisition of Intrensic, LLC
+Added: On August 9, 2023, the Company entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Intrensic, LLC, a Delaware limited liability company (“
+Added: Intrensic ”), and certain members of Intrensic, including Kevin Mullins, the Company’s Chief Executive Officer (collectively, “
+Added: Sellers ”).
+Added: Under the terms of the Purchase Agreement, the Company agreed to purchase, and Sellers agreed to sell, 100 % of the membership interests (the “
+Added: Membership Interests ”) of Intrensic for the following consideration upon the consummation of the sale of the Membership Interests (the “
+Added: Intrensic Closing ”):
+Added: (i) $ 553,588 in cash, subject to adjustment based upon the outstanding indebtedness of Intrensic and Intrensic’s working capital as of the Intrensic Closing;
+Added: and (ii) 1,250,000 shares of Common Stock of the Company (collectively, the “
+Added: Purchase Price ”) (the “
+Added: Intrensic Acquisition ”).
+Added: The Purchase Agreement contains representations, warranties and covenants of the Company and Sellers that are customary for a transaction of this nature, a customary indemnification provisions whereby Sellers will indemnify the Company for certain losses arising out of inaccuracies in, or breaches of, the representations, warranties and covenants of Sellers regarding Intrensic, ownership of the Membership Interest, and certain other matters, subject to certain caps and thresholds.
+Added: The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by the full text of the Purchase Agreement, a copy of which is filed as an exhibit to this Quarterly Report and is incorporated by reference in this description of the Purchase Agreement.
+Added: Kevin Mullins, a director of the Company and the Company’s Chief Executive Officer, owns approximately 9.53% of the Membership Interests, and as such, has a financial interest in the Intrensic Acquisition.
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.