Vivos Inc 10-Q for FY2020 Q3

Vivos Inc (RDGL)

10-Q 2020-11-02 For: 2020-09-30

Added on April 08, 2026

About this 10-Q

Vivos Inc filed this 10-Q on November 2, 2020, covering the quarter ended September 30, 2020 (FY2020 Q3).

Headline figures

Quarter ended September 30, 2020, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $7000; down 12.5% from $8000 a year earlier
Net loss: $135.59K; compared with a net loss of $669.37K a year earlier

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	PART I – FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements	1

	Condensed Balance Sheets as of September 30, 2020 (unaudited) and December 31, 2019	1

	Condensed Statements of Operations for the Nine and Three Months ended September 30, 2020 and 2019 (unaudited)	2

	Condensed Statement of Changes in Stockholders’ Deficit for the Nine Months Ended September 30, 2020 (unaudited) and Year Ended December 31, 2019	3

	Condensed Statements of Cash Flow for the Nine Months ended September 30, 2020 and 2019 (unaudited)	4

	Notes to Condensed Financial Statements (unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35

Item 4.	Controls and Procedures	35

	PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	37

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37

Item 6.	Exhibits	37

SIGNATURES		38

VIVOS INC
BALANCE SHEETS
SEPTEMBER 30, 2020 (UNAUDITED) AND DECEMBER 31, 2019

	SEPTEMBER 30,			DECEMBER 31,
	2020			2019
		(UNAUDITED)
ASSETS
Current Assets:
Cash	$	14,934		$	20,381
Prepaid expenses		42,969			23,492

Total Current Assets		57,903			43,873

TOTAL ASSETS	$	57,903		$	43,873


LIABILITIES AND STOCKHOLDERS’ DEFICIT

LIABILITIES
Current Liabilities:
Accounts payable and accrued expenses	$	377,483		$	511,817
Related party accounts payable		32,110			32,110
Accrued interest payable		94,577			93,249
Payroll liabilities payable		130,000			100,000
Convertible notes payable, related party, net		-			14,500
Convertible notes payable, net		56,966			434,886
Promissory notes payable, net of discount		-			100,000
Related party promissory note		237,000			237,000

Total Current Liabilities		928,136			1,523,562

Total Liabilities		928,136			1,523,562

Commitments and contingencies		-			-

STOCKHOLDERS’ DEFICIT
Preferred stock, par value, $0.001, 20,000,000 shares authorized, Series A Convertible Preferred, 5,000,000 shares authorized, 2,552,642 shares issued and outstanding, respectively		2,553			2,553
Additional paid in capital - Series A Convertible preferred stock		8,870,626			8,870,626
Series B Convertible Preferred, 5,000,000 shares authorized, 1,013,245 and 1,113,245 shares issued and outstanding, respectively		1,013			1,113
Additional paid in capital - Series B Convertible preferred stock		615,295			665,195
Series C Convertible Preferred, 5,000,000 shares authorized, 385,302 and 821,292 shares issued and outstanding, respectively		385			821
Additional paid in capital - Series C Convertible preferred stock		500,507			674,457
Common stock, par value, $0.001, 950,000,000 shares authorized, 234,700,228 and 184,845,821 issued and outstanding, respectively		234,700			184,846
Additional paid in capital - common stock		63,160,706			61,721,809
Shares to be issued		-			-
Accumulated deficit		(74,256,018	)		(73,601,109	)

Total Stockholders’ Deficit		(870,233	)		(1,479,689	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	57,903		$	43,873

VIVOS INC
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE NINE AND THREE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019

	NINE MONTHS ENDED						THREE MONTHS ENDED
	SEPTEMBER 30,			SEPTEMBER 30,			SEPTEMBER 30,			SEPTEMBER 30,
	2020			2019			2020			2019

Consulting revenues, net	$	7,000		$	8,000		$	7,000		$	8,000

OPERATING EXPENSES
Professional fees		170,771			356,248			59,502			87,075
Stock based compensation		2,176			463,917			-			457,949
Payroll expenses		94,029			90,000			34,029			30,000
Research and development		31,809			62,194			14,383			18,492
General and administrative expenses		85,482			41,067			27,526			21,691

Total Operating Expenses		384,267			1,013,426			135,440			615,207

OPERATING LOSS		(377,267	)		(1,005,426	)		(128,440	)		(607,207	)

NON-OPERATING INCOME (EXPENSE)
Interest expense		(280,642	)		(134,739	)		(7,151	)		(96,271	)
Other income		3,000			34,106			-			34,106

Total Non-Operating Income (Expenses)		(277,642	)		(100,633	)		(7,151	)		(62,165	)

NET LOSS BEFORE PROVISION FOR INCOME TAXES		(654,909	)		(1,106,059	)		(135,591	)		(669,372	)

Provision for income taxes		-			-			-			-

NET LOSS	$	(654,909	)	$	(1,106,059	)	$	(135,591	)	$	(669,372	)

Net loss per share - basic and diluted	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.00	)

Weighted average common shares outstanding - basic		213,424,420			172,437,108			234,418,486			177,835,282

					Additional								Additional									Additional
					Paid-In								Paid-In									Paid-In								Additional
	Series A Preferred				Capital - Series A		Series B Preferred						Capital - Series B			Series C Preferred						Capital - Series C			Common Stock					Paid-In Capital -			Shares to be			Accumulated
	Shares		Amount		Preferred		Shares			Amount			Preferred			Shares			Amount			Preferred			Shares			Amount		Common			Issued			Deficit			Total

Balance - December 31, 2018		2,552,642	$	2,553	$	8,870,626		3,305,755		$	3,306		$	1,876,768			-		$	-		$	-			163,445,736		$	163,446	$	60,132,139		$	-		$	(71,991,012	)	$	(942,174	)

Stock issued for:
Cash		-		-		-		100,000			100			49,900			-			-			-			1,250,000			1,250		48,750			-			-			100,000
Conversion of preferred stock into common stock		-		-		-		(524,218	)		(525	)		(209,163	)		-			-			-			6,552,725			6,553		203,135			-			-			-
Conversion of Series B Preferred into Series C Preferred		-		-		-		(821,292	)		(821	)		(674,457	)		821,292			821			674,457			-			-		-			-			-			-
Warrants issued with notes payable (discount)		-		-		-		-			-			-			-			-			-			-			-		28,721			-			-			28,721
Options and warrants issued for services		-		-		-		-			-			-			-			-			-			-			-		3,792			-			-			3,792
Net loss for the period		-		-		-		-			-			-			-			-			-			-			-		-			-			(236,382	)		(236,382	)

Balance - March 31, 2019		2,552,642		2,553		8,870,626		2,060,245			2,060			1,043,048			821,292			821			674,457			171,248,461			171,249		60,416,537			-			(72,227,394	)		(1,046,043	)

Conversion of preferred stock into common stock		-		-		-		(517,000	)		(517	)		(206,283	)		-			-			-			6,462,500			6,462		200,338			-			-			-
Adjustment for fractional shares in reverse split		-		-		-		-			-			-			-			-			-			(140	)		-		-			-			-			-
Warrants issued with notes payable (discount)		-		-		-		-			-			-			-			-			-			-			-		12,592			-			-			12,592
Options and warrants issued for services		-		-		-		-			-			-			-			-			-			-			-		2,176			-			-			2,176
Net loss for the period		-		-		-		-			-			-			-			-			-			-			-		-			-			(200,305	)		(200,305	)

Balance - June 30, 2019		2,552,642		2,553		8,870,626		1,543,245			1,543			836,765			821,292			821			674,457			177,710,821			177,711		60,631,643			-			(72,427,699	)		(1,231,580	)

Stock issued for:
Accounts payable		-		-		-		-			-			-			-			-			-			562,500			563		21,937			-			-			22,500
Services		-		-		-		-			-			-			-			-			-			312,500			312		12,188			-			-			12,500
Warrants issued with notes payable (discount)		-		-		-		-			-			-			-			-			-			-			-		95,437			-			-			95,437
Warrants issued for extension of notes payable		-		-		-		-			-			-			-			-			-			-			-		25,656			-			-			25,656
Options issued for settlement of accounts payable		-		-		-		-			-			-			-			-			-			-			-		33,829			-			-			33,829
Options and warrants issued for services		-		-		-		-			-			-			-			-			-			-			-		457,949			-			-			457,949
BCF recognized on convertible notes		-		-		-		-			-			-			-			-			-			-			-		59,957			-			-			59,957
Net loss for the period		-		-		-		-			-			-			-			-			-			-			-		-			-			(669,372	)		(669,372	)

Balance - September 30, 2019		2,552,642		2,553		8,870,626		1,543,245			1,543			836,765			821,292			821			674,457			178,585,821			178,586		61,338,596			-			(73,097,071	)		(1,193,124	)

Stock issued for:
Accounts payable		-		-		-		-			-			-			-			-			-			500,000			500		20,900			-			-			21,400
Conversion of preferred stock into common stock		-		-		-		(430,000	)		(430	)		(171,570	)		-			-			-			5,375,000			5,375		166,625			-			-			-
Conversion of restricted stock units into common stock		-		-		-		-			-			-			-			-			-			385,000			385		(385	)		-			-			-
Warrants issued with notes payable (discount)		-		-		-		-			-			-			-			-			-			-			-		14,299			-			-			14,299
Warrants issued in settlement of litgation		-		-		-		-			-			-			-			-			-			-			-		18,500			-			-			18,500
Options issued for settlement of payables		-		-		-		-			-			-			-			-			-			-			-		14,812			-			-			14,812
Options and warrants issued for services		-		-		-		-			-			-			-			-			-			-			-		148,462			-			-			148,462
Net loss for the period		-		-		-		-			-			-			-			-			-			-			-		-			-			(504,038	)		(504,038	)

Balance - December 31, 2019		2,552,642		2,553		8,870,626		1,113,245			1,113			665,195			821,292			821			674,457			184,845,821			184,846		61,721,809			-			(73,601,109	)		(1,479,689	)

Stock issued for:
Cash		-		-		-		-			-			-			-			-			-			-			-		-			6,870			-			6,870
Note conversions		-		-		-		-			-			-			-			-			-			-			-		-			526,113			-			526,113
Redemption of preferred stock in convertible note agreement		-		-		-		(100,000	)		(100	)		(49,900	)		-			-			-			-			-		-			-			-			(50,000	)
Conversion of preferred stock into common stock		-		-		-		-			-			-			(435,990	)		(436	)		(173,950	)		5,449,875			5,449		168,937			-			-			-
Warrants issued with notes payable (discount)		-		-		-		-			-			-			-			-			-			-			-		28,482			-			-			28,482
Options and warrants issued for services		-		-		-		-			-			-			-			-			-			-			-		77,883			-			-			77,883
Share adjustmnet		-		-		-		-			-			-			-			-			-			(62	)		-		-			-			-			-
Net loss for the period		-		-		-		-			-			-			-			-			-			-			-		-			-			(360,231	)		(360,231	)

Balance - March 31, 2020		2,552,642		2,553		8,870,626		1,013,245			1,013			615,295			385,302			385			500,507			190,295,634			190,295		61,997,111			532,983			(73,961,340	)		(1,250,572	)

Stock issued for:
Cash		-		-		-		-			-			-			-			-			-			18,440,000			18,440		479,440			(6,870	)		-			491,010
Note conversions/settlements		-		-		-		-			-			-			-			-			-			24,112,742			24,113		626,931			(526,113	)		-			124,931
Warrants purchased for cash		-		-		-		-			-			-			-			-			-			-			-		6,900			-			-			6,900
Options and warrants issued for services		-		-		-		-			-			-			-			-			-			-			-		2,176			-			-			2,176
Net loss for the period		-		-		-		-			-			-			-			-			-			-			-		-			-			(159,087	)		(159,087	)

Balance - June 30, 2020		2,552,642	$	2,553	$	8,870,626		1,013,245		$	1,013		$	615,295			385,302		$	385		$	500,507			232,848,376		$	232,848	$	63,112,558		$	-		$	(74,120,427	)	$	(784,642	)

Stock issued for:
Note conversions/settlements		-		-		-		-			-			-			-			-			-			1,851,852			1,852		48,148			-			-			50,000
Net loss for the period		-		-		-		-			-			-			-			-			-			-			-		-			-			(135,591	)		(135,591	)

Balance - September 30, 2020		2,552,642	$	2,553	$	8,870,626		1,013,245		$	1,013		$	615,295			385,302		$	385		$	500,507			234,700,228		$	234,700	$	63,160,706		$	-		$	(74,256,018	)	$	(870,233	)

Title of Each Class		Trading Symbol		Name of Each Exchange on which registered

	2020			2019
CASH FLOW FROM OPERTING ACTIVIITES
Net loss	$	(654,909	)	$	(1,106,059	)
Adjustments to reconcile net loss to net cash used in operating activities
Amortization of convertible debt discount		53,527			66,969
Amortization of BCF discount		6,187			16,327
Common stock issued for services		-			12,500
Stock options and warrants for services		2,176			489,573
Forgiveness of debt		-			(34,106	)
Warrants issued for interest expense		77,883			-
Exchange premium in conversion of notes		98,508			-
Changes in assets and liabilities
Prepaid expenses and other assets		(19,477	)		(27,528	)
Accounts payable and accrued expenses		(134,334	)		(101,620	)
Accounts payable and accrued expenses from related party		-			15,100
Payroll liabilities		30,000			68,549
Accrued interest		30,212			16,339
Total adjustments		144,682			522,103

Net cash used in operating activities		(510,227	)		(583,956	)

CASH FLOWS FROM FINANCING ACTIVITES
Proceeds from related party notes payable		-			187,000
Redemption of preferred stock		(50,000	)		-
Proceeds from sale of preferred stock		-			50,000
Proceeds from sale of common stock		-			50,000
Proceeds from sale of common stock and warrants		504,780			-
Proceeds from convertible debt		100,000			-
Proceeds from promnissory notes		-			450,000
Payment of notes payable		(50,000	)		-
Net cash provided by financing activities		504,780			737,000

NET INCREASE (DECREASE) IN CASH		(5,447	)		153,044

CASH - BEGINNING OF PERIOD		20,381			5,494

CASH - END OF PERIOD	$	14,934		$	158,538

CASH PAID DURING THE PERIOD FOR:
Interest expense	$	13,442		$	4,000

Income taxes	$	-		$	-

SUPPLEMENTAL INFORMATION - NON-CASH INVESTING AND FINANCING ACTIVITIES:

Conversion of preferred stock into common stock	$	174,386		$	416,487
Conversion of convertible preferred B into convertible preferred C	$	-		$	675,278
Recognition of debt discount at inception of notes payable	$	28,482		$	136,750
Conversion of notes payable and accrued interest into common stock	$	701,044		$	-
Recognition of BCF discount at inception of notes payable	$	-		$	59,957
Common stock issued in settlement of accounts payable	$	-		$	22,500
Stock options issued in settlement of accounts payable	$	-		$	33,829
Reclassification of notes payable and accrued interest into common stock	$	-		$	15,000

Production equipment:	3 to 7 years
Office equipment:	2 to 5 years
Furniture and fixtures:	2 to 5 years

	Minimum
	Royalties per
Calendar Year	Calendar Year
2020	$	10,000
2021		10,000
2022		4,000
Total	$	24,000

	September 30, 2020		December 31, 2019
Convertible debt		2,419		10,914,782
Preferred stock		20,672,640		27,372,515
Common stock options		34,524,580		34,524,580
Common stock warrants		43,956,847		31,286,847
Total potential dilutive securities		99,156,486		104,098,724

	●	Fund the effort to communicate the benefits of IsoPet^® to the veterinary community and the pet parents.
	●	Conduct additional clinical studies to generate more data for the veterinary community
	●	Subsidize some IsoPet^®therapies, if necessary, to ensure that all viable candidates are treated.
	●	Assist a new regional clinic with their license and certification training.

	●	Enhance the pedigree of the Quality Management System.
	●	Complete the pre-clinical testing that has been previously defined and report the bulk of the results to the FDA in a pre-submission meeting.
	●	Use the feedback from that meeting to write the IDE (Investigational Device Exemption), which is required to initiate clinical trials.

	●	In November 2019, the Company had its Regulation A+ initially qualified by the SEC for an offering up to 150 million shares of common stock. On April 30, 2020, the Company filed a post-effective Amendment, which was qualified by the SEC on June 3, 2020.

	●	During the Company’s second and third fiscal quarters, the Company secured approximately $300,000 in convertible promissory notes, which have subsequently been converted into shares of common stock and raised approximately $500,000 from the sales of common stock under the Regulation A+..

	●	The Company recognized initial sales of IsoPet^®.

		September 30, 2020			December 31, 2019
Production equipment	$	-		$	-
Less accumulated depreciation		(-	)		(-	)
	$	-		$	-

	September 30, 2020				December 31, 2019
	Principal		Accrued Interest		Principal			Accrued Interest
September 2019 $15,000 Note, 8% interest, due January 2020	$	-	$	-	$	15,000		$	321
Other related party notes		-		1,054		-			1,054
March 2017 $332,195 Note, 10% interest, due May 2017		-		-		-			-
Total Convertible Notes Payable, Net	$	-	$	1,054	$	15,000		$	1,375
Less: Debt Discount		-		-		(500	)		-
	$	-	$	1,054	$	14,500		$	1,375

	September 30, 2020					December 31, 2019
		Principal (net)			Accrued Interest		Principal (net)		Accrued Interest
February 2019, two promissory notes for $50,000 each (total of $100,000), maturing August 2019, extended to February 2020, at 8.00% interest (originally) and now 15% interest and extended to August 20, 2020	$	-		$	-	$	100,000		5,410
Debt discount		(-	)		-		-		-
Total Promissory Notes Payable, Net	$	-		$	-	$	100,000	$	5,410

						Weighted				Weighted
	Options Outstanding					Average				Average
	Number			Exercise		Remaining		Aggregate		Exercise
	Of			Price		Contractual		Intrinsic		Price
	Shares			Per Share		Life		Value		Per Share

Balance at December 31, 2019		34,524,580		$	0.024-120.00		6.49 years	$	277,973	$	0.08

Options granted		-		$	-		-			$	-
Options exercised		-		$	-		-			$	-
Options expired		(-	)	$	-		-			$	-

Balance at September 30, 2020		34,524,580		$	0.024-120.00		5.73 years	$	64,148	$	0.08

Exercisable at September 30, 2020		34,428,955		$	0.024-120.00		5.73 years	$	63,861	$	0.08

	Warrants Outstanding				Weighted Average				Weighted Average
	Number Of Shares		Exercise Price Per Share		Remaining Contractual Life		Aggregate Intrinsic Value		Exercise Price Per Share

Balance at December 31, 2019		31,286,847	$	0.04-80.00		0.97 years	$	-	$	0.10

Warrants granted		12,670,000	$	0.045-0.06		-			$	-
Warrants exercised		-	$	-		-			$
Warrants expired/cancelled		-	$	-		-			$

Balance at September 30, 2020		43,956,847	$	0.04-80.00		0.34 years	$	-	$	0.10

Exercisable at September 30, 2020		43,956,847	$	0.04-80.00		0.34 years	$	-	$	0.10

	●	Refine the Memorandum of Understanding to define all the germane interfaces, roles and liabilities between Vista Inc and the private clinics, including the pilot responsivity to document and share the key aspects of all therapies with the Company;
	●	Create and implement proprietary certification training packages;
	●	Amend the production center radioactive material license at IsoTherapeutics, the Company’s IsoPet^® production center, to allow distribution for commercial applications;
	●	Work with the pilot program to obtain a radioactive material licensing in an NRC agreement state;
	●	Create equipment and supplies list;
	●	Create and post regulatory signage;
	●	Explore different IsoPet^® pricing options;
	●	Evaluate different approaches to obtain patients;
	●	Optimize patient scheduling practices to reduce cost to the pet owners; and
	●	Develop communication material and a liability document for the pet owners.

	Nine Months Ended September 30, 2020			Nine Months Ended September 30, 2019
Revenues	$	7,000		$	8,000
Operating expenses		(384,267	)		(1,013,426	)
Operating loss		(377,267	)		(1,005,426	)
Non-operating income (expense):
Other income		3,000			34,106
Interest expense		(280,642	)		(134,739	)
Net loss	$	(654,909	)	$	(1,106,059	)

	Three Months Ended September 30, 2020			Three Months Ended September 30, 2019
Revenues	$	7,000		$	8,000
Operating expenses		(135,440	)		(615,207	)
Operating loss		(128,440	)		(607,207	)
Non-operating income (expense):
Other income		-			34,106
Interest expense		(7,151	)		(96,271	)
Net loss	$	(135,591	)	$	(669,372	)

	(a)	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant;

	(b)	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant; and

	(c)	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the registrant’s assets that could have a material effect on the financial statements.

Exhibit
Number		Description

31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes – Oxley Act of 2002

31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes – Oxley Act of 2002

32.1*		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema

101.CAL		XBRL Taxonomy Extension Calculation Linkbase

101.DEF		XBRL Taxonomy Extension Definition Linkbase

101.LAB		XBRL Taxonomy Extension Label Linkbase

101.PRE		XBRL Taxonomy Extension Presentation Linkbase

	Vivos Inc.

Date: November 2, 2020	By:	/s/ Michael Korenko
	Name:	Michael K. Korenko
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: November 2, 2020	By:	/s/ Michael Pollack
	Name:	Michael Pollack
	Title:	Interim Chief Financial Officer
		(Interim Principal Financial and Accounting Officer)

1.	I have reviewed this quarterly report on Form 10-Q of Vivos Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 2, 2020

/s/ Michael K. Korenko
Michael K. Korenko
Chief Executive Officer
(Principal Executive Officer)