UEEC 10-Q
United Health Products, Inc. (UEEC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ____________ to ____________
Commission file number:
(Exact name of Company as specified in its charter) |
| ||
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
| ||
(Address of Company's principal executive offices) |
| (Zip Code) |
(
(Company's telephone number, including area code)
None
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12 (b) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Indicate by checkmark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the 12 preceding months (or such shorter period that the registrant was required to submit such file).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares issued and outstanding of the Registrant's Common Stock, as of August 12, 2021 was
UNITED HEALTH PRODUCTS, INC.
FORM 10-Q QUARTERLY REPORT
TABLE OF CONTENTS
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PART I. FINANCIAL INFORMATION | ||||
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Item 1. | Financial Statements (Unaudited) | |||
| Condensed Balance Sheets as of June 30, 2021 (unaudited) and December 31, 2020 | 3 | ||
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Management's Discussion and Analysis of Financial Condition and Results of Operations | 16 | |||
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| 2 |
| Table of Contents |
UNITED HEALTH PRODUCTS, INC.
Condensed Balance Sheets
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| June 30, |
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| December 31, |
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| 2021 |
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| 2020 |
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| (Unaudited) |
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ASSETS |
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Current Assets |
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Cash and Cash Equivalents |
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Inventory |
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Prepaid and other current assets |
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Total current assets |
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Property and equipment |
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TOTAL ASSETS |
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Current Liabilities |
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Accounts payable and accrued expenses |
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Accrued liabilities - related parties |
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Accrued litigation settlement |
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Convertible notes payable, net of debt discount |
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Convertible notes payable – related party, net of debt discount |
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Total current liabilities |
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TOTAL LIABILITIES |
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Commitments and Contingencies |
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Stockholders' Deficit |
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Series A Convertible Preferred Stock - $ Authorized and |
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Common Stock - $ Authorized, |
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Additional Paid-In Capital |
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Accumulated Deficit |
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Total Stockholders' Deficit |
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
| $ |
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| $ |
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See notes to unaudited condensed financial statements.
| 3 |
| Table of Contents |
UNITED HEALTH PRODUCTS, INC. |
Condensed Statements of Operations |
(Unaudited) |
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| For the Three Months Ended June 30, |
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| For the Six Months Ended June 30, |
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| 2021 |
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| 2020 |
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| 2021 |
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| 2020 |
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Revenues |
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Cost of goods sold |
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Gross profit |
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Operating Costs and Expenses |
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Selling, general and administrative expenses |
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Research and development |
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Total Operating Expenses |
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Loss from Operations |
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Other Income (Expenses) |
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Interest expense |
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Interest expense – related party |
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Loss on settlement of debt |
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Other income |
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Total other income (expenses) |
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Net Loss |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
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Net Loss per common share: |
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Basic and diluted |
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| $ | ( | ) |
| $ | ( | ) |
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Weighted average number of shares outstanding |
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See notes to unaudited condensed financial statements.
| 4 |
| Table of Contents |
UNITED HEALTH PRODUCTS, INC
Condensed Statement of Stockholders' Deficiency
Three and Six Months Ended June 30, 2021 and June 30, 2020
(Unaudited)
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| Additional |
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| Common Stock |
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| Paid-in |
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| Accumulated |
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| Shares |
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| Amount |
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| Capital |
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| Deficit |
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| Total |
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Balance at December 31, 2019 |
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| $ |
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| $ |
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| $ | (26,127,859) |
| $ | ( | ) | ||||
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Beneficial conversion feature |
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| - |
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Issuance of common stock for services |
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Sale of common stock |
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Cancellation of common stock |
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Net Loss |
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| - |
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Balance at March 31, 2020 |
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Beneficial conversion feature |
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Issuance of common stock for services |
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Sale of common stock |
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Net Loss |
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| - |
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Balance at June 30, 2020 |
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| $ |
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| $ |
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| $ | ( | ) |
| $ | ( | ) | |||
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Balance as of December 31, 2020 |
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| $ |
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| $ |
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| $ | ( | ) |
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Beneficial conversion feature |
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Issuance of common stock for services |
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Sale of common stock |
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Cancellation of common stock |
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Stock-based compensation |
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Common stock issued to settle accrued liabilities – related party |
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Common stock issued to settle related party advances |
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Common stock issued for conversion of convertible notes payable and accrued interest |
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Common stock issued for conversion of convertible notes payable and accrued interest – related party |
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Net Loss |
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Balance at March 31, 2021 |
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Stock-based compensation |
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Common stock issued for conversion of convertible notes payable and accrued interest |
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Net Loss |
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Balance at June 30, 2021 |
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| $ |
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| $ |
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| $ | ( | ) |
| $ | ( | ) | |||
See notes to unaudited condensed financial statements.
| 5 |
| Table of Contents |
UNITED HEALTH PRODUCTS, INC.
Condensed Statements of Cash Flows
(Unaudited)
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| For the Six Months Ended June 30, |
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| 2021 |
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| 2020 |
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Cash Flows from Operating Activities: |
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Net (Loss) |
| $ | ( | ) |
| $ | ( | ) |
Adjustments to Reconcile net (loss) to Net Cash Used In Operating Activities: |
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Stock-based compensation |
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Amortization of debt discount |
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Loss on settlement of debt |
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Changes in assets and liabilities: |
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Inventory |
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Prepaid and other current assets |
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Accounts payable and accrued expenses |
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Accrued liabilities – related party |
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Accrued litigation settlement |
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Net Cash Used In Operating Activities |
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Cash Flows from Investing Activities: |
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Purchase of property and equipment |
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Net Cash Used in Investing Activities |
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Cash Flows from Financing Activities: |
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Proceeds from related party |
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Repayments to related party |
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Proceeds from sale of common stock |
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Proceeds from convertible notes payable |
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Cash flow provided by financing activities |
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Increase (Decrease) in Cash and Cash Equivalents |
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Cash and Cash Equivalents – Beginning of period |
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CASH AND CASH EQUIVALENTS – END OF PERIOD |
| $ |
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| $ |
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Supplemental cash flow information: |
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Cash paid for interest |
| $ |
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| $ |
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Cash paid for income taxes |
| $ |
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| $ |
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Non-cash Investing & Financing Activities: |
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Cancellation of common stock |
| $ |
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| $ |
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Conversion of convertible notes payable and accrued interest – related party to convertible notes payable and accrued interest |
| $ |
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| $ |
| ||
Common stock issued for conversion of convertible notes payable and accrued interest – related party |
| $ |
|
| $ |
| ||
Common stock issued for conversion of convertible notes payable and accrued interest |
| $ |
|
| $ |
| ||
Conversion of accounts payable to convertible notes payable |
| $ |
|
| $ |
| ||
Common stock issued to settle related party advances |
| $ |
|
| $ |
| ||
Common stock issued to settle accrued liabilities – related party |
| $ |
|
| $ |
| ||
Conversion of accrued liabilities – related party to convertible notes payable – related party |
| $ |
|
| $ |
| ||
Debt discount related to beneficial conversion feature |
| $ |
|
| $ |
| ||
See notes to unaudited condensed financial statements.
| 6 |
| Table of Contents |
UNITED HEALTH PRODUCTS, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE QUARTERS ENDED JUNE 30, 2021 AND 2020
(Unaudited)
Note 1. Organization and Basis of Preparation
United Health Products, Inc. (the “Company”) develops, manufactures, and markets a patented hemostatic gauze for the healthcare and wound care sectors. Our gauze product, HemoStyp®, is a neutralized, oxidized, regenerated cellulose (“NORC”) derived from cotton and designed to absorb exudate/drainage from superficial wounds and help control bleeding. We are in the process of seeking regulatory approval to sell our Hemostyp product line into the U.S. Class III surgical market.
The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 30, 2021.
In the opinion of management, all adjustments, which are of a normal recurring nature, considered necessary for the fair presentation of financial statements for the interim period, have been included.
Note 2. Significant Accounting Policies
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred recurring net losses, negative working capital and operations have not provided cash flows. Additionally, the Company does not currently have sufficient revenue producing operations to cover its operating expenses and meet its current obligations. In view of these matters, there is substantial doubt about the Company's ability to continue as a going concern. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.
On March 11, 2020, the World Health Organization declared the outbreak of a coronavirus (COVID-19) as a pandemic. As a result, economic uncertainties have arisen which have the potential to negatively impact the Company’s ability to raise funding and to pursue is business objectives. Other factors that carry financial implications for the Company could occur although the potential impacts are unknown at this time.
| 7 |
| Table of Contents |
Cash and Cash Equivalents
The Company considers all highly liquid debt investments purchased with a maturity of three months or less to be cash equivalents.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reported period. Changes in the economic environment, financial markets, as well as in the healthcare industry, and any other parameters used in determining these estimates, could cause actual results to differ.
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the sale of its HemoStyp product by applying the following steps: (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 each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.
The Company receives orders for its HemoStyp products directly from its customers. Revenues are recognized based on the agreed upon sales or transaction price with the customer when control of the promised goods are transferred to the customer. The transfer of goods to the customer and satisfaction of the Company’s performance obligation will occur either at the time when products are shipped or when the products arrive and are received by the customer. No discounts are currently offered by the Company. The Company does not provide an estimate for returns as there is no anticipation for any returns in the normal course of business.
Trade Accounts Receivable and Concentration Risk
We record accounts receivable at the invoiced amount and we do not charge interest. We review the accounts receivable by amounts due from customers which are past due, to identify specific customers with known disputes or collectability issues. In determining the amount of the reserve, we make judgments about the creditworthiness of significant customers based on ongoing credit evaluations. We will also maintain a sales allowance to reserve for potential credits issued to customers. We will determine the amount of the reserve based on historical credits issued.
Inventory
Inventory is valued at the lower of cost or market using the first-in, first-out (FIFO) method. Inventory on the balance sheet consists of raw materials purchased by the Company and finished goods.
|
| June 30, 2021 |
|
| December 31, 2020 |
| ||
Raw materials |
| $ |
|
| $ |
| ||
Finished goods |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
During the three and six months ended June 30, 2021 and 2020, the Company determined $
| 8 |
| Table of Contents |
Stock Based Compensation
The Company accounts for share-based compensation under the provisions of ASC 718, Compensation-Stock Compensation. Under the fair value recognition provisions, stock-based compensation expense is measured at the fair value of the consideration received, or the fair value of the equity instruments issued, or liabilities incurred, whichever is more reliably measured. Share-based compensation for all stock-based awards to employees and directors is recognized as an expense over the requisite service period, which is generally the vesting period.
The Company accounts for stock compensation arrangements with non-employees in accordance with Accounting Standard Update (ASU) 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which requires that such equity instruments are recorded at the value on the grant date.
Per Share Information
Basic earnings per share are calculated using the weighted average number of common shares outstanding for the period presented. Diluted earnings per share is computed using the weighted-average number of common shares and, if dilutive, potential common shares outstanding during the period. The dilutive effect of potential common shares is not reflected in diluted earnings per share because the Company incurred a net loss for the three and six months ended June 30, 2021 and 2020 and the effect of including these potential common shares in the net loss per share calculations would be anti-dilutive.
The total potential common shares as of June 30, 2021 included
Property and Equipment
Property and equipment are stated at cost. Depreciation is computed on the straight-line method. The depreciation and amortization methods are designed to amortize the cost of the assets over their estimated useful lives, in years, of the respective assets as follows:
Equipment |
Maintenance and repairs are charged to expense as incurred. Improvements of a major nature are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in income.
New Accounting Pronouncements
In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) No. ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity.
Under current GAAP, there are five accounting models for convertible debt instruments. ASU 2020-06 removes from U.S. GAAP the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. As a result, after adopting the ASU’s guidance, entities will not separately present in equity an embedded conversion feature in such debt. Instead, they will account for a convertible debt instrument wholly as debt, and for convertible preferred stock wholly as preferred stock (i.e., as a single unit of account), unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC 815 or (2) a convertible debt instrument was issued at a substantial premium. Additionally, for convertible debt instruments with substantial premiums accounted for as paid-in capital, the FASB decided to add disclosures about (1) the fair value amount and the level of fair value hierarchy of the entire instrument for public business entities and (2) the premium amount recorded as paid-in capital.
| 9 |
| Table of Contents |
ASU 2020-06 will be effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the potential impact of the adoption of this accounting pronouncement to its financial statements.
The Company considers all new pronouncements and management has determined that there have been no other recently adopted or issued accounting standards that had or will have a material impact on its financial statements.
Note 3. Related Party Transactions
Related party convertible notes payable
As of June 30, 2021 and December 31, 2020, convertible notes payable – related party totaled $
As of December 31, 2020, Brian Thom, the Chief Executive Officer, had a convertible note payable – related party balance of $
During the six months ended June 30, 2021, Mr. Thom converted $
The total outstanding principal balance of $
As of December 31, 2020, Louis Schiliro, the Chief Operating Officer, had a convertible note payable – related party balance of $
During the six months ended June 30, 2021, Mr. Schiliro converted $
During the six months ended June 30, 2021, $
As of December 31, 2020, Kristofer Heaton, the Vice President of Finance, had a convertible note payable – related party balance of $
| 10 |
| Table of Contents |
During the six months ended June 30, 2021, Mr. Heaton, converted $
The total outstanding principal balance of $26,250 along with accrued interest was converted into
Advances from related parties
During the six months ended June 30, 2021, Mr. Schiliro advanced the Company $
During the six months ended June 30, 2021, the Company issued
Accrued liabilities
As of June 30, 2021 and December 31, 2020, $0 and $
As of June 30, 2021 and December 31, 2020, $
As of June 30, 2021 and December 31, 2020, $
As of June 30, 2021 and December 31, 2020, $
Equity transactions
Per the vesting schedules of certain of the Company’s amended RSU Agreements, on January 1, 2021,
On January 6, 2021,
The Company entered into a second restricted stock unit agreement with Mr. Heaton in December 2020. Per the second agreement
| 11 |
| Table of Contents |
Note 4. Convertible Notes
As of December 31, 2020, certain service providers and a medical advisor had convertible notes payable balances totaling $
During the six months ended June 30, 2021, the service providers and medical advisor converted $
The total outstanding principal balance of $
During the six months ended June 30, 2021, one of the Company’s legal counsel was assigned $
During the six months ended June 30, 2021, the Company issued a total of $
During the six months ended June 30, 2021, the $
Note 5. Issuances of Securities
Share issuances 2020
During the six months ended June 30, 2020,
| 12 |
| Table of Contents |
Share issuances 2021
During the six months ended June 30, 2021, a total of
On June 25, 2021, the Company entered into a common stock purchase agreement (the “Purchase Agreement”) with Triton Funds LP (“Triton”) to sell Triton up to $
In addition, the Purchase Agreement grants Triton the option to purchase up to $
On June 29, 2021, we filed a registration statement on Form S-3 covering the above shares. On July 29, 2021 we were informed by the SEC of its intention to review our Form 10-K for 2020 which is incorporated by reference to the registration statement. As of the date of this fling we await a response from the SEC regarding their review.
Restricted stock units
As discussed in Note 3, during the year ended December 31, 2020 the Board of Directors approved amendments to its March 25, 2019 RSU Agreement for certain management and consultants to the Company.
The amendment resulted in
On January 6, 2021, the Board of Directors approved the second amendment to the Restricted Stock Unit Agreement between the Company and Mr. Beplate, former Chief Executive Officer and current Chairman of the Board, in conjunction with Mr. Beplate’s retirement from his day-to-day management role with the Company.
Per ASC 718-20-35, the change in vesting conditions resulted in a modification of the stock-based compensation awards. The modification is considered a Type III modification as described in ASC 718-20-55 and resulted in recording $
During the six months ended June 30, 2021, the Company terminated the services of one of its legal counsels who had an RSU agreement in place. Per the RSU agreement, all of the unvested RSU’s owed to the legal counsel vested immediately upon termination of services. This resulted in
In April 2021, the Company entered into an RSU agreement with a service provider granting
As discussed in Note 3, Mr. Heaton was granted
| 13 |
| Table of Contents |
Activity related to our restricted stock units during the six months ended June 30, 2021 was as follows:
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|
|
| Weighted |
| ||
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|
|
|
| Average |
| ||
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|
|
|
| Grant |
| ||
|
| Number of |
|
| Date Fair |
| ||
|
| Units |
|
| Value |
| ||
Total awards outstanding at December 31, 2020 |
|
|
|
| $ |
| ||
Units granted |
|
|
|
| $ |
| ||
Units Exercised/Released |
|
| ( | ) |
| $ |
| |
Units Cancelled/Forfeited |
|
| ( | ) |
| $ |
| |
Total awards outstanding at June 30, 2021 |
|
|
|
| $ |
| ||
Management is unable to predict if or when a Covered Transaction or Triggering Event under the RSU Agreements governing the restricted stock units will occur that would result in the full vesting of the restricted stock units, and as of June 30, 2021, there was $
Note 6. Litigation
In March 2021, the Company received payment of $
Philip Forman, who served as Chairman, a director, Chief Executive Officer and Chief Medical Advisor of the Company at various times between 2011 and October 2015, filed a lawsuit against the Company and our then-Chief Executive Officer, Douglas Beplate, in the United States District Court of the District of Nevada. The claimant has claimed, among other things: that the June 25, 2015 Amendment to his November 10, 2014 Employment Agreement with the Company, which terminated the Employment Agreement on October 1, 2015, is not valid because of lack of consideration; that a July 22, 2015 Stock Purchase Agreement pursuant to which the claimant sold Company shares issued to him under the Amendment to a third a party is unenforceable (despite the fact that all payment for the shares under the Stock Purchase Agreement was made); that the plaintiff’s 2014 Employment Agreement is enforceable and that he is entitled to cash and stock compensation under that Employment Agreement (without giving regard to the Amendment); that if the Amendment is enforceable, he is entitled to the shares issued under the Amendment (without mention that those shares were sold to a third party under the Stock Purchase Agreement described above); and that the Company and Mr. Beplate defrauded the plaintiff relating to the foregoing. The plaintiff is seeking declaratory judgment regarding the parties’ relative rights under the Employment Agreement, the Amendment and the Stock Purchase Agreement; money damages of no less than $
| 14 |
| Table of Contents |
Due to uncertainties inherent in litigation, we cannot predict the outcome of the above legal proceedings.
The Company has commenced the following legal proceedings:
On February 7, 2020, the Company filed the Original Petition for Fraud and Breach of Contract in the Texas District Court for the 215th Judicial District of Harris County against defendants Patterson Companies Inc., Patterson Management, L.P., Patterson Veterinary, Inc. and Patterson Logistics Services, Inc., and Animal Health International, Inc. On March 5, 2020, the defendants removed the case to U.S. District Court for Southern District of Texas. The defendants filed their answer in federal court on March 12, 2020. The original August 25, 2020 pretrial deadlines were extended and we expect the case to be trial ready by the end of 2021.
The defendants filed a Motion for Summary Judgment which was denied by the court on March 11, 2021.
In August 2020, United Health Products filed suit against its former auditors, Haynie & Company, in Utah State Court, asserting claims related to professional negligence and breach of fiduciary duty. Haynie & Company has denied the allegations. The parties are conducting discovery.
Note 7. Other Income
As described in Note 6 above, the Company received payment of $
Note 8. Subsequent Events
The Company has evaluated events from June 30, 2021, through the date whereupon the financial statements were issued and has determined that there are no material events that need to be disclosed except as follow:
On July 22, 2021,
On July 30, 2021, we issued
| 15 |
| Table of Contents |
Item 2. 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 condensed financial statements and related notes appearing elsewhere in this quarterly report on Form 10-Q. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. The actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth under “Risk Factors” in our annual report on Form 10-K for the fiscal year ended December 31, 2020, filed with SEC on March 30, 2021.
Company Overview
The Company develops, manufactures, and markets a patented hemostatic gauze for the healthcare and wound care sectors. Our gauze product, HemoStyp®, is a neutralized, oxidized, regenerated cellulose (“NORC”) derived from cotton and designed to absorb exudate/drainage from superficial wounds and help control bleeding. The Company is in the process of seeking regulatory approval to sell our Hemostyp product line into the U.S. Class III surgical market.
Our HemoStyp Gauze Products
HemoStyp hemostatic gauze is a collagen-like natural substance created from chemically treated cellulose derived from cotton. It is an effective hemostatic agent registered with the FDA for superficial use under a 510k approval obtained in 2012 to help control bleeding from open wounds and body cavities. The HemoStyp hemostatic material contains no chemical additives, thrombin or collagen, and is hypoallergenic. When the product comes in contact with blood it expands slightly and quickly converts to a gel that subsequently breaks down into glucose and salts. Because of its benign impact on body tissue and the fact that it degrades to non-toxic end products, HemoStyp does not impede the healing of body tissue as do certain competing hemostatic products. Laboratory testing has shown HemoStyp to be 100% absorbable in the human body in 24 hours or less compared to days or weeks with competing organic regenerated cellulose products. A human trial conducted in 2019 and 2020 demonstrated the effectiveness of HemoStyp in vascular, thoracic and abdominal surgical procedures.
HemoStyp hemostatic gauze is a flexible, silk-like material that is applied by placing the gauze onto the bleeding tissue. The supple material can be easily folded and manipulated as needed to fit the size of the wound or incision. In surface bleeding and surgical situations, the product quickly converts to a translucent gel that allows the physician or surgeon to monitor the coagulation process. The gel maintains a neutral pH level which avoids damaging the surrounding tissue. In superficial bleeding situations, HemoStyp can be bonded to an adhesive plastic bandage or integrated into a traditional gauze component to address a broad range of needs, including traumatic bleeding injuries and prolonged bleeding following hemodialysis.
| 16 |
| Table of Contents |
Potential Target Markets
Our technology can be marketed as HemoStyp Gauze in various configurations and sizes both nationally and internationally. Our potential customer base for our HemoStyp includes, without limitation, the following (noting that we have several formats of Trauma Gauze):
| · | Hospitals and Surgery Centers for all Internal Surgical usage (in the event we obtain FDA Class III approval) |
| · | Hospitals, Clinics and Physicians for external trauma |
| · | EMS, Fire Departments and other First Responders |
| · | Military Medical Care Providers |
| · | Nursing Homes and Assisted Living Facilities |
| · | Hemodialysis centers |
| · | Dental and Oral & Maxillofacial Surgery Offices |
| · | Veterinary hospitals |
Primary Strategy
Our HemoStyp technology received an FDA 510k approval in 2012 for use in external or superficial bleeding situations and we believe there is an opportunity for HemoStyp products to address unmet needs in several medical applications that represent attractive commercial opportunities. However, the Class III surgical markets, both domestic and international, represent the most attractive market for our products due to the smaller number of competitors offering Class III approved hemostatic agents and the resulting premium pricing for products that can meet the demanding requirements of the human surgical environment. In 2018, we made the decision to focus our efforts and resources on accessing these Class III markets to maximize the value potential of our HemoStyp. The Class III Pre-market approval (PMA) process requires a substantial investment of time and resources so we made the strategic determination to pause our sales and marketing to non-Class III markets in order to devote our full attention to the FDA process. Our extensive laboratory testing and our completed human trial indicate that the HemoStyp technology can successfully compete against established Class III market participants and allow us to gain a significant market share.
As of the filing date of this Form 10-Q, the Company’s PMA application has been accepted for review and the FDA has commenced its Substantive Review.
In anticipation of receiving a Class III PMA, we are evaluating paths to rapidly grow our revenue and profits in this market segment, with the objective of maximizing shareholder value. Options under consideration include (i) a sale or merger of the Company with an industry leader in the wound care and surgical device sectors, which may include a pre-sale collaboration on commercialization and distribution, (ii) one or more commercial partnerships with established market participants, without any specific, associated sale or merger transaction, and (iii) a capital raising program to establish and grow our own marketing and distribution capabilities and generate revenue and profits organically.
The Company has been contacted by several medical technology companies that are active in the surgical equipment and hemostatic products sectors, and who have expressed an interest in the Company’s products and business strategy. In response to these inbound contacts, we continue to engage in regular discussions to evaluate the potential commercial partnerships as we approach the FDA decision on our Class III PMA application. There can be no assurances that any specific transaction will occur as a result of this strategy. No assurances can be given that the Company will identify suitable acquisition or commercialization candidate(s) or complete a transaction.
| 17 |
| Table of Contents |
Manufacturing and Packaging of our Products
The Company’s NORC products are manufactured largely in the United States to our specifications and using our equipment through a contract manufacturing arrangement with an FDA certified contract manufacturer that maintains stringent quality control protocols to assure the uniformity and quality of all of our gauze products. Information on our equipment, the manufacturing process and our partner’s facility has been submitted as part of our PMA submission, which includes the FDA inspection records of the facility. Certain of our adhesive bandage formats designed for the 510k market are manufactured by a separate contractor based in China.
Patents and Trademarks
Our NORC technology is protected through patents issued by the U.S. Patent and Trademark Office (“USPTO”) in 2013 and which protection currently runs through 2029. In 2020 we filed an additional U.S. patent that would protect the use of our NORC technology in a gel or hydrocolloid formulation. On January 21, 2021, the U.S. Patent Office provided notification of publication of the Company’s patent application for the method of forming and using a hemostatic hydrocolloid. This publication does not imply any assurance of the receipt of the patent but establishes an obligation of any party that seeks to use the applicable method to pay royalties for the right to do so. The patent application for this process remains pending as of the date of this filing.
On February 11, 2021, the Company was notified that its application to establish global patent protection for the process of creating and deploying a hydrocolloid (or gel) format of its previously patented HemoStyp hemostatic gauze was accepted for publication under the procedures of the Patent Cooperation Treaty (“PCT”), which is an international patent law treaty which provides a unified procedure for filing a patent application in most foreign countries. The Company previously filed provisional patent applications for its HemoStyp gauze and the hydrocolloid process in July 2019 and 2020, respectively. The Company now has up to one year to register specific patents in those countries where it wishes to commercialize any future HemoStyp gel formats and will do so as its gel-related R&D activity progresses through 2021.
The Company has registered trademarks for the following:
| · | BooBoo Strips |
|
|
|
| · | The Ultimate Bandage |
|
|
|
| · | Hemostrip |
|
|
|
| · | Nik Fix |
| 18 |
| Table of Contents |
Results of Operations for the three months ending June 30, 2021 and 2020
The following table sets forth a summary of certain key financial information for the three months ended June 30, 2021 and 2020:
|
| For the Three Months Ended June 30, |
| |||||
|
| 2021 |
|
| 2020 |
| ||
|
|
|
|
|
|
| ||
Revenue |
| $ | - |
|
| $ | 136 |
|
|
|
|
|
|
|
|
|
|
Gross profit |
| $ | - |
|
| $ | 80 |
|
|
|
|
|
|
|
|
|
|
Operating (expenses) |
| $ | (1,300,063 | ) |
| $ | (647,956 | ) |
|
|
|
|
|
|
|
|
|
Operating (loss) |
| $ | (1,300,063 | ) |
| $ | (647,876 | ) |
|
|
|
|
|
|
|
|
|
Other income (expense) |
| $ | (4,413 | ) |
| $ | (45,176 | ) |
|
|
|
|
|
|
|
|
|
Net (loss) |
| $ | (1,304,476 | ) |
| $ | (693,052 | ) |
|
|
|
|
|
|
|
|
|
Basic and diluted |
| $ | (0.01 | ) |
| $ | (0.00 | ) |
Three Months ended June 30, 2021 versus Three Months ended June 30, 2020
During the three months ended June 30, 2021 and 2020, the Company had $0 and $136 of revenues, respectively. The minimal revenues are due to the continued focus of the Company’s capital and resources towards making our NORC technology and products more commercially viable by seeking to obtain a Class III PMA. The Company is continuing this strategy based on our belief that the greatest value to our shareholders will come from obtaining this PMA and, if granted, pursuing opportunities that we anticipate will be available to the Company.
Total operating expenses for the three months ended June 30, 2021 and 2020 were $1,300,063 and $647,956, respectively.
The increase in operating expenses is due to an increase in stock-based compensation expenses of $130,125, an increase in research and development expenses of $49,996 and $562,000 related to the settlement of litigation offset by a decrease in consulting/professional fees of approximately $34,500, a decrease in advertising and marketing of approximately $18,000 and a decrease in accounting and office management expenses of approximately $39,000. The increase in stock-based compensation is due to the vesting of 325,000 RSU’s during the three months ended June 30, 2021 which resulted in recording $230,750 of expense compared to issuing 125,000 shares of common stock for services valued at $100,625 during the three months ended in June 30, 2020. The decrease in consulting/professional and accounting expenses is due to the Company having additional expenses associated with restating its financial statements during the three months ended June 30, 2020 and not having the same expenses during the current period.
Other income (expense) for the three months ended June 30, 2021 and 2020 was $(4,413) and $(45,176), respectively. The decrease in other expense was due to a decrease in interest expense of $40,763. The decrease in interest expense is primarily due to the amortization of beneficial conversion features on convertible notes payable and convertible notes payable – related party during the three months ended June 30, 2021 of $4,189 compared to $44,490 during the three months ended June 30, 2020.
The net loss for the three months ended June 30, 2021 was $1,304,476 as compared to net loss of $693,052 for the comparable period of the prior year. The increase in the net loss is due to the Company having an increase in operating expenses of $652,107 and a decrease in other expenses of $40,763, as explained above.
| 19 |
| Table of Contents |
Results of Operations for the six months ending June 30, 2021 and 2020
The following table sets forth a summary of certain key financial information for the six months ended June 30, 2021 and 2020:
|
| For the Six Months Ended June 30, |
| |||||
|
| 2021 |
|
| 2020 |
| ||
|
|
|
|
|
|
| ||
Revenue |
| $ | 59 |
|
| $ | 427 |
|
|
|
|
|
|
|
|
|
|
Gross profit |
| $ | 34 |
|
| $ | 266 |
|
|
|
|
|
|
|
|
|
|
Operating (expenses) |
| $ | (28,005,288 | ) |
| $ | (1,271,948 | ) |
|
|
|
|
|
|
|
|
|
Operating (loss) |
| $ | (28,005,254 | ) |
| $ | (1,271,682 | ) |
|
|
|
|
|
|
|
|
|
Other income (expense) |
| $ | (346,360 | ) |
| $ | (47,191 | ) |
|
|
|
|
|
|
|
|
|
Net (loss) |
| $ | (28,351,614 | ) |
| $ | (1,318,873 | ) |
|
|
|
|
|
|
|
|
|
Basic and diluted |
| $ | (0.13 | ) |
| $ | (0.01 | ) |
Six Months ended June 30, 2021 versus Six Months ended June 30, 2020
During the six months ended June 30, 2021 and 2020, the Company had $59 and $427 of revenues, respectively. The minimal revenues are due to the continued focus of the Company’s capital and resources towards making our NORC technology and products more commercially viable by seeking to obtain a Class III PMA. The Company is continuing this strategy based on our belief that the greatest value to our shareholders will come from obtaining this PMA and, if granted, pursuing opportunities that we anticipate will be available to the Company.
Total operating expenses for the six months ended June 30, 2021 and 2020 were $28,005,288 and $1,271,948, respectively.
The increase in operating expenses is due primarily to an increase in stock-based compensation expenses of $26,364,048 and $562,000 related to the settlement of litigation. The Company recorded a total $26,512,173 of stock-based compensation during the six months ended June 30, 2021 compared to $148,125 during the six months ended June 30, 2020.
The increase in stock-based compensation is primarily related to vesting and amortization of RSUs. During the six months ended June 30, 2021, the Company amended the RSU agreement with its former Chief Executive Officer and current Chairman. The amendment resulted in the vesting of 21,970,000 RSUs along with the issuance of an additional 2,000,000 shares of restricted stock as a bonus. The change in vesting and issuance of the bonus shares of common stock resulted in the immediate recognition of $26,127,300 in stock-based compensation expense. The Company also recognized $43,121 of stock-based compensation due to the amortization of the RSUs that vested on January 1, 2021, issued 100,000 shares of common stock for settlement of a consulting agreement valued at $111,000 and issued 325,000 shares of common stock valued at $230,750 due to vesting of RSUs as the result of the Company terminating services with one of its legal counsels. The Company issued 175,000 shares of common stock for services valued at $148,125 during the six months ended June 30, 2020.
Other income (expense) for the six months ended June 30, 2021 and 2020 was $(346,360) and $(47,191), respectively. The increase in other expense was due to total interest expense of $615,443 and loss on debt settlement of $35,190 offset by other income of $304,273. The increase in interest expense is primarily due to the amortization of beneficial conversion features on convertible notes payable and convertible notes payable – related party during the six months ended June 30, 2021 totaling $608,710 compared to $46,505 in the six months ended June 30, 2020. The loss on debt settlement is due to the Company issuing shares of common stock with a fair value of $188,713 for the settlement of $153,523 of various debts and accrued liabilities – related party. Other income is due to the Company receiving $304,273 as full and final payment for settlement of its December 2019 arbitration with Maxim.
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Our net loss for the six months ended June 30, 2021 was $28,351,614 as compared to net loss of $1,318,873 for the comparable period of the prior year. The increase in the net loss is due to the Company having an increase in operating expenses of $26,733,340 along with an increase in other expenses from $47,191 during the six months ended June 30, 2020 to $346,360 for the six months ended June 30, 2021 as explained above.
Financial Condition, Liquidity and Capital Resources
As of June 30, 2021, the Company had a negative working capital of $1,103,407. The Company has not yet attained a level of operations, and for the foreseeable future will not be pursuing commercial operations, which will allow us to meet our current overhead while we seek FDA Class III approval. Our primary strategy calls for one or more commercial collaborations to market and distribute current and future HemoStyp products to the Class III marketplace, or to pursue a strategic transaction including a potential sale of the Company. If we are not successful in our strategy, we cannot assure that we will be able to fund a marketing and sale strategy, and if we do, we are unable to assure we will attain profitable operations within the next year or at all. The report of our independent registered public accounting firm on our 2020 financial statements includes an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. While the Company has funded its initial operations with private placements, and secured loans from related parties, there can be no assurance that adequate financing will continue to be available to the Company and, if available, on terms that are favorable to the Company. Our ability to continue as a going concern is also dependent on many events outside of our direct control, including, among other things, our ability to achieve our business goals and objectives, as well as improvement operating conditions in the healthcare industry.
Cash Flows
The Company’s cash on hand at June 30, 2021 and December 31, 2020 was $17,532 and $46,076, respectively.
The following table summarizes selected items from our statements of cash flows for the six months ended June 30, 2021 and 2020:
|
| For the Six Months Ended June 30, |
| |||||
(in thousands) |
| 2021 |
|
| 2020 |
| ||
Net cash used in operating activities |
| $ | (263,544 | ) |
| $ | (904,342 | ) |
Net cash used in investing activities |
|
| - |
|
|
| (87,000 | ) |
Net cash provided by financing activities |
|
| 235,000 |
|
|
| 989,911 |
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|
|
|
|
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Net increase (decrease) in cash and cash equivalents |
| $ | (28,544 | ) |
| $ | (1,431 | ) |
Net Cash Provided by (Used in) Operating Activities
Net cash used in operating activities for the six months ended June 30, 2021 was $263,544. The Company had net loss of $28,351,614 offset by non-cash stock-based compensation of $26,512,173, amortization of debt discount of $608,710 and a loss on settlement of debt of $35,190. The Company also had a decrease in inventory of $25, change in accounts payable and accrued expenses of $138,167, a change in accounts payable and accrued expenses related party of $236,805 and a change in accrued litigation settlement of $562,000. The Company also had an increase in prepaid and other current assets of $5,000.
Net cash used in operating activities for the six months ended June 30, 2020 was $904,342. The Company had a net loss of $1,318,873 offset by stock-based compensation of $148,125, amortization of debt discount of $46,505 a decrease in inventory of $160, an increase in accounts payable and accrued expenses of $197,096 and an increase in accounts payable and accrued expenses related party of $32,645. The Company also had an increase in prepaid and other current assets of $10,000.
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Net Cash Used by Investing Activities
The Company did not have any investing activities during the six months ended June 30, 2021.
Net cash used in investing activities for the six months ended June 30, 2020 was $87,000. This was due to the Company purchasing equipment during the period in preparation of opening up its own facility.
Net Cash Provided by (Used in) Financing Activities
Net cash provided by financing activities for the six months ended June 30, 2021 was $235,000. This was due to the Company receiving $20,000 in proceeds from a related party loan, $100,000 in proceeds from the sale of stock and $115,000 in proceeds from the issuance of convertible notes.
Net cash provided by financing activities for the six months ended June 30, 2020 was $989,911. This was due to the Company receiving $200,000 in proceeds related to a convertible loan, $180,230 from related parties, $1,105,696 in proceeds from the sale of stock offset by making payments of $496,015 on related party loans.
Off-Balance Sheet Arrangements
As of June 30, 2021, we have no off-balance sheet arrangements.
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following items as critical accounting policies.
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the sale of its HemoStyp product by applying the following steps: (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 each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.
The Company receives orders for its HemoStyp products directly from its customers. Revenues are recognized based on the agreed upon sales or transaction price with the customer when control of the promised goods are transferred to the customer. The transfer of goods to the customer and satisfaction of the Company’s performance obligation will occur either at the time when products are shipped or when the products arrive and are received by the customer. No discounts were offered by the Company. The Company does not provide an estimate for returns as there is no anticipation for any returns in the normal course of business.
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Stock Based Compensation
The Company accounts for share-based compensation under the provisions of ASC 718, Compensation-Stock Compensation. Under the fair value recognition provisions, stock-based compensation expense is measured at the fair value of the consideration received, or the fair value of the equity instruments issued, or liabilities incurred, whichever is more reliably measured. Share-based compensation for all stock-based awards to employees and directors is recognized as an expense over the requisite service period, which is generally the vesting period.
The Company accounts for stock compensation arrangements with non-employees in accordance with Accounting Standard Update (ASU) 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which requires that such equity instruments are recorded at the value on the grant date.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company is in the process of implementing disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed in the Company's Exchange Act reports are recorded, processed, summarized, and reported within the time periods specified in rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to our Chief Executive Officer to allow timely decisions regarding required disclosure.
As of June 30, 2021, the Chief Executive Officer and the Principal Financial Officer carried out an assessment of the effectiveness of the design and operation of our disclosure controls and procedures and concluded that the Company's disclosure controls and procedures were not effective.
Changes in Internal Control over Financial Reporting
During the six months ended June 30, 2021, there were no changes in our system of internal controls over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings
See “Note 6” in the Notes to Condensed Financial Statements.
Item 1A. Risk Factors
Management does not believe there have been any material changes to the risk factors listed in Part I, “Item 1A, Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2020. These risk factors should be carefully considered with the information provided elsewhere in this report, which could materially adversely affect our business, financial condition or results of operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following summarizes all sales of our unregistered securities from January 1, 2021 through June 30, 2021. The securities in the below-referenced transactions were (i) issued without registration and (ii) were subject to restrictions under the Securities Act and the securities laws of certain states, in reliance on the private offering exemptions contained in Sections 4(a)(2), 4(a)(6) and/or 3(b) of the Securities Act and on Regulation D promulgated under the Securities Act, and in reliance on similar exemptions under applicable state laws as transactions not involving a public offering. No placement or underwriting fees were paid in connection with these transactions. All cash proceeds from the sale of securities were used for working capital purposes.
Date of Sale |
| Title of Security |
| Number Sold |
| Consideration Received |
January 2021 |
| Common Stock |
| 34,255,000 |
| N/A. Issued upon vesting and settlement of Restricted Stock Unit awards(1) |
February 5, 2021 |
| Common Stock |
| 100,000 |
| $111,000 of services rendered at $1.11 per share |
February 16, 2021 |
| Common Stock |
| 100,000 |
| $85,000 conversion of debt at $0.85 per share |
March 30, 2021 |
| Common Stock |
| 125,000 |
| $100,000 in cash at $0.80 per share; |
January – March 31, 2021 |
| Common Stock |
| 2,400,250 |
| $1,151,626 conversion of debt at $0.50 per share |
|
|
|
|
|
|
|
January – March 31, 2021 |
| Common Stock |
| 177,835 |
| $153,523 of debt and accrued liabilities |
June 30, 2021 |
| Common Stock |
| 37,996 |
| $30,396 conversion of debt and accrued interest at $0.80 per share |
(1) See Item 11 Executive Compensation under the heading Stock Awards – Restricted Stock Units in Company’s Form 10-K for the year ended December 31, 2020, filed March 30, 2021 for a discussion about the Restricted Stock Unit Agreements under which these shares were issued.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Not applicable.
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Item 6. Exhibits
The following exhibits are filed with this report, or incorporated by reference as noted:
| Articles of Incorporation of the Company dated February 28, 1997. (1) | ||
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| Common Stock Purchase Agreement, dated June 25, 2021 between Company and Triton Funds LP (4) | ||
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101.INS |
| Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). ** |
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101.SCH |
| Inline XBRL Taxonomy Extension Schema Document. ** |
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101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document. ** |
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101.DEF |
| Inline XBRL Taxonomy Extension Definition Linkbase Document. ** |
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101.LAB |
| Inline XBRL Taxonomy Extension Labels Linkbase Document. ** |
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101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document. ** |
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104 |
| Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). ** |
_________
* Filed herewith.
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended and otherwise is not subject to liability under these sections.
(1) | Incorporated by reference to the Company’s Form 10-Q for the quarter ended September 30, 2014. |
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(2) | Incorporated by reference to the Company’s Form 10-K for the year ended December 31, 2005. |
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(3) | Incorporated by reference to Form 8-K dated August 7, 2015 – date of earliest event filed on August 10, 2015. |
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(4) | Incorporated by reference to the Form 8-K dated June 28, 2021. |
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SIGNATURES
Pursuant to the requirements Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
UNITED HEALTH PRODUCTS, INC. | |||
Dated: August 16, 2021 | By: | /s/ Brian Thom | |
Brian Thom | |||
Principal Executive Officer | |||
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
Signatures | Title | Date | |||
| |||||
By: | /s/ Douglas Beplate |
| August 16, 2021 | ||
Douglas Beplate | Chairman of the Board | ||||
By: | /s/ Brian Thom |
| August 16, 2021 | ||
Brian Thom | Chief Executive Officer, Principal Executive Officer and Director | ||||
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By: | /s/ Kristofer Heaton | August 16, 2021 | |||
Kristofer Heaton |
| Vice President, Finance and Principal Financial Officer | |||
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By: | /s/ Louis Schiliro |
| August 16, 2021 | ||
Louis Schiliro | Director | ||||
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By: | /s/ Robert Denser |
| August 16, 2021 | ||
Robert Denser | Director | ||||
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