INTRUSION INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except par value amounts)

See accompanying notes.

INTRUSION INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)

See accompanying notes.

INTRUSION INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

(In thousands)

See accompanying notes.

INTRUSION INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

See accompanying notes.

INTRUSION INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Expected volatility is based on historical volatility and in part on implied volatility. The expected term considers the contractual term of the option as well as historical exercise and forfeiture behavior. The risk-free interest rate is based on the rates in effect on the grant date for U.S. Treasury instruments with maturities matching the relevant expected term of the award. Options granted to non-employees are valued using the fair market value on each measurement date of the option.

Future minimum lease obligations consisted of the following at JuneSeptember 30, 2019 (in thousands):

*Interest is imputed for operating ROU leases and classified as lease expense and is included in operating expenses in the accompanying condensed consolidated statement of operations.

Forward Looking Statements

This Quarterly Report on Form 10-Q, including, without limitation, the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements are generally accompanied by words such as “estimate,” “expect,” “believe,” “should,” “would,” “could,” “anticipate,” “may” or other words that convey uncertainty of future events or outcomes. These statements relate to future events or to our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Factors that may cause actual results to differ materially from current expectations, which we describe in more detail elsewhere in this Quarterly Report on Form 10-Q, as well as in our 2018 Annual Report on Form 10-K, filed March 28, 2019, in Item 1A “Risk Factors” include, but are not limited to:

If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary significantly from what we projected. These forward-looking statements and other statements made elsewhere in this report are made in reliance on the Private Securities Litigation Reform Act of 1995. Any forward-looking statement you read in this Quarterly Report on Form 10-Q or our Annual Report on Form 10-K reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. The section below entitled “Factors That May Affect Future Results of Operations” sets forth and incorporates by reference certain factors that could cause actual future results of the Company to differ materially from these statements.

Results of Operations

The following table sets forth, for the periods indicated, certain financial data as a percentage of net revenues. The period-to-period comparison of financial results is not necessarily indicative of future results.

Net Revenues. Net revenues for the quarter and sixnine months ended JuneSeptember 30, 2019 were $4.0$3.9 million and $7.2$11.1 million, respectively, compared to $2.4$2.7 million and $4.6$7.3 million for the same periods in 2018. Product revenues increased $1.6$1.2 million for the quarter ended JuneSeptember 30, 2019, and $2.6$3.8 million for the sixnine months ended JuneSeptember 30, 2019 compared to the same periods in 2018. Increased product revenues were primarily due to an increase in sales of our TraceCop product line. TraceCop sales for the quarters ended JuneSeptember 30, 2019 and 2018 were $4.0$3.9 million and $2.4$2.7 million, respectively. Savant sales wereremained the same at $29 thousand for the quarterquarters ended JuneSeptember 30, 2019 and were $29 thousand for the quarter ended June 30, 2018.

Concentration of Revenues. Revenues from sales to various U.S. government entities totaled $3.9$3.5 million, or 91.3%90.9% of revenues, for the quarter ended JuneSeptember 30, 2019 compared to $2.1$2.3 million, or 88.4%84.5% of revenues, for the same period in 2018. Revenues from sales to various U.S. government entities totaled $6.4$9.9 million, or 89.2%89.8% of revenues, for the sixnine months ended JuneSeptember 30, 2019, compared to $3.9$6.1 million, or 84.1%84.2% of revenues, for the same period in 2018. Sales to commercial customers totaled 8.7%9.1% of total revenue for the secondthird quarter of 2019 compared to 11.6%15.5% of total revenue for the secondthird quarter of 2018. During the secondthird quarter of 2019, no individual commercial customer had revenues over 10.0% of total revenue approximately compared to approximately 14.5% to one commercial customer attributable for 10.2% of total revenue in the secondthird quarter of 2018. Although we expect our concentration of revenues to vary among customers in future periods depending upon the timing of certain sales, we anticipate that sales to government customers will continue to account for a significant portion of our revenues in future periods. Sales to the government present risks in addition to those involved in sales to commercial customers which could adversely affect our revenues, including, without limitation, potential disruption to appropriation and spending patterns and the government’s reservation of the right to cancel contracts and purchase orders for its convenience. Although we do not anticipate that any of our revenues with government customers will be renegotiated, a large number of cancelled or renegotiated government orders could have a material adverse effect on our financial results. Currently, we are not aware of any proposed cancellation or renegotiation of any of our existing arrangements with government entities and, historically, government entities have not cancelled or renegotiated orders which had a material adverse effect on our business.

Gross Profit. Gross profit was $2.4 million or 60.4%62.0% of net revenues for the quarter ended JuneSeptember 30, 2019, compared to $1.4$1.7 million or 60.9%63.7% of net revenues for the quarter ended JuneSeptember 30, 2018. Gross profit was $4.3$6.7 million or 60.1%60.8% of net revenues for the sixnine months ended JuneSeptember 30, 2019 compared to $2.9$4.6 million or 61.6%62.4% of net revenues for the sixnine months ended JuneSeptember 30, 2018. Gross profit on product revenues for the quarter and sixnine months ended JuneSeptember 30, 2018 trended from 60.9%63.7% and 61.6%62.4%, respectively, in 2018 to 60.4%62.0% and 60.1%60.8%, respectively, in 2019 mainly due to a change in product mix. Gross profit increases can mainly be attributed to sales volume increases.such variables as labor hour rates and department overhead. Gross profit as a percentage of net revenues is impacted by several factors, including shifts in product mix, changes in channels of distribution, revenue volume, pricing strategies, and fluctuations in revenues of integrated third-party products.

Sales and Marketing. Sales and marketing expenses decreased to $46 thousand$0.4 million for the quarter ended JuneSeptember 30, 2019, compared to $0.4$0.5 million for the same period in 2018. Sales and marketing expenses decreased to $0.5$0.8 million for the sixnine months ended JuneSeptember 30, 2019, compared $0.8to $1.3 million for the same period in 2018. Sales and marketing expenses may vary inFor the future. Salesnine months ended September 30, 2019, sales and marketing expenses decreased due to shifting expense to cost of sales for various projects during the second quarter 2019 and the Company was able to collect payment of $200 thousand from a customer related expense that occurred during the year 2018. Sales and marketing expenses also benefitted from delayed sales from one customer into the second quarter 2019. This delay benefitted salesmay vary in the quarter and required corresponding shiftsfuture. We believe that these costs may increase through the end of expenses into cost of sales from sales and marketing. It is expected that sales and marketing expense will return to more traditional levels in the third quarter 2019.

Research and Development. Research and development expenses increased toremained constant at $0.3 million for the quarter ended JuneSeptember 30, 2019, compared to $0.2 million for the same period in 2018. Research and development remained constant at $0.5$0.8 million for the sixnine months ended JuneSeptember 30, 2019, andcompared to the same period in 2018. Increases in researchResearch and development costs during the second quarter 2019 wereremained constant due to increased labor expense.expense being allocated to cost of sales. Research and development costs are expensed in the period incurred. Research and development expenses may vary in the future; however, we believe that these costs will remain relatively constant throughmainly be dependent on the endamount of 2019, although expenses may be increased relativeresearch and development expense allocated to increases in revenue.cost of sales.

General and Administrative. General and administrative expenses remained constant atincreased to $0.3 million for the quartersquarter ended JuneSeptember 30, 2019, andcompared to $0.2 million for the same period in 2018. General and administrative expenses increased to $0.7$0.9 million for the sixnine months ended JuneSeptember 30, 2019, compared to $0.6$0.8 million for the same period in 2018. It is expected that general and administrative expenses will remain relatively constant throughout the remainder of 2019, although expenses may be increased relative to increases in revenue.2019.

Interest. Net interest expense decreased to $9$1 thousand for the quarter ended JuneSeptember 30, 2019, compared to $48$43 thousand for the same period in 2018. Net interest expense decreased to $44$45 thousand for the sixnine months ended JuneSeptember 30, 2019 compared to $101$144 thousand for the same period in 2018. The decrease in interest expense was primarily due to paying downelimination of the loan payable to an officer. Net interest expense may vary in the future based on our level of borrowing, which will be affected by our cash flow, operating income and capital expenditures.

Liquidity and Capital Resources

Our principal source of liquidity at JuneSeptember 30, 2019, was approximately $1.5$2.1 million of cash and cash equivalents. At JuneSeptember 30, 2019, we had working capital of $1.4$2.9 million compared to a $1.0$0.4 million working capital deficiency at JuneSeptember 30, 2018.

Net cash provided by operations for the sixnine months ended JuneSeptember 30, 2019 was $2.3$2.9 million due primarily to a net income of $2.7$4.2 million and the following sources of cash and non-cash items: a $304$364 thousand decrease in operating lease right-of-use assets, a $179 thousand increase in deferred revenue, $86$136 thousand in depreciation and amortization expense, $14$24 thousand in stock-based compensation, and $6 thousand in penalties and waived penalties on dividends. This was partially offset by a $738$737 thousand increase in accounts receivable, a $234$621 thousand decrease in accounts payable and accrued expenses, a $361 thousand decrease in deferred revenue, and a $45 thousand increase in prepaid expenses and other assets, and a $66 thousand decrease in accounts payable and accrued expenses.assets. Net cash provided by operations for the sixnine months ended JuneSeptember 30, 2018 was $1.2$1.8 million due primarily to a net income of $820 thousand$1.437 million and to the following sources of cash and non-cash items: $541$213 thousand increase in deferred revenue, $201$191 thousand increase in accounts payable and accrued expenses, $15 thousand decrease in Inventories, $22$34 thousand in penalties and waived penalties on dividends, $33$50 thousand in amortization expense of capital leases, $32$46 thousand in depreciation expense, and $11$16 thousand in stock-based compensation.compensation, and a $65 thousand write-off of the United Kingdom’s cumulative translation adjustment. This was partially offset by a $329$120 thousand increase in prepaid expenses and other assets and a $106$155 thousand increase in accounts receivable. Future fluctuations in inventory balances, accounts receivable and accounts payable will be dependent upon several factors, including, but not limited to, quarterly sales volumes and timing of invoicing, and the accuracy of our forecasts of product demand and component requirements.

Net cash used in investing activities for the sixnine months ended JuneSeptember 30, 2019, was $168$183 thousand for net purchases of property and equipment, compared to net cash used inby investing activities for the sixnine months ended JuneSeptember 30, 2018, was $75$173 thousand for net purchases of property and equipment.

Net cash used inby financing activities in 2019 was $2.3 million with payments on the loan from an officer of $1.8 million, payments for preferred stock dividends of $644$667 thousand, and payment on principal of finance right-of-use leases of $31$47 thousand. This was directly offset by the following provisions of cash: proceeds from exercise of stock options of $226$236 thousand. Net cash used inby financing activities in 2018 was $1.0 million due to payments to the officer loanCEO Note of $1.2 million and $34$51 thousand payment on principal on finance right-of-usecapital leases. This was directly offset by the following provisions of cash: proceeds from a loan by an officer of $150 thousand and $71$111 thousand from the exercise of stock options.

At JuneSeptember 30, 2019, the Company did not have any material commitments for capital expenditures.

During the sixnine months ended JuneSeptember 30, 2019, the Company funded its operations through the use of cash and cash equivalents.

As of JuneSeptember 30, 2019, we had cash and cash equivalents of approximately $1,477,000,$2,111,000, down from approximately $1,652,000 as of December 31, 2018. We generated net income of $1,758,000$1,464,000 for the quarter ended JuneSeptember 30, 2019 compared to a net income of $474,000$617,000 for the quarter ended JuneSeptember 30, 2018. As of JuneSeptember 30, 2019, in addition to cash and cash equivalents of $1,477,000,$2,111,000, we had $2.7 million of funding available from a promissory note to borrow up to $2.7 million from G. Ward Paxton, the Company’s Chief Executive Officer.Officer (the “CEO Note”). We are obligated to make payments of accrued dividends on all our outstanding shares of preferred stock that will reduce our available cash resources.

Based on projections of growth in revenue and net income in the coming quarters, and the borrowings available previously mentioned, we believe that we will have sufficient cash resources to finance our operations and expected capital expenditures for the next twelve months. However, as of October 24, 2019, our funding available from the CEO Note terminated. Our management will be assessing whether to replace this borrowing base and assessing what terms may be available to the Company, including whether any such terms are available on terms acceptable to the Company, if at all (the “Potential Replacement Funding Facility”). We expect to fund our operations through anticipated Company profits, and borrowings from the Company’s CEO, and possiblypossible additional investments of private equity and debt, which, if we are able to obtain, will have, and the effect of diluting our existing common stockholders, perhaps significantly.Potential Replacement Facility. Any equity or debt financings, if available at all, may be on terms which are not favorable to us and, in the case of equity financings, may result in dilution to our stockholders. If our operations do not generate positive cash flow in the upcoming year, or if we are not able to obtain additional debt or equity financing on terms and conditions acceptable to us, if at all, we may be unable to implement our business plan, fund our liquidity needs or even continue our operations.

We may explore the possible acquisitions of businesses, products and technologies that are complementary to our existing business. We are continuing to identify and prioritize additional security technologies, which we may wish to develop, either internally or through the licensing, or acquisition of products from third parties. While we may engage from time to time in discussions with respect to potential acquisitions, there can be no assurances that any such acquisitions will be made or that we will be able to successfully integrate any acquired business. In order to finance such acquisitions and working capital it may be necessary for us to raise additional funds through public or private financings. Any equity or debt financings, if available at all, may be on terms, which are not favorable to us and, in the case of equity financings, may result in dilution to our stockholders.

We maintain “disclosure controls and procedures,” as defined in Rule 13a-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable assurance of achieving the desired control objectives, and we necessarily are required to apply our judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.

Our management, including our principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of JuneSeptember 30, 2019, and concluded that the disclosure controls and procedures were effective.

Our management, with the participation of our principal executive officer and principal financial officer, evaluated our “internal control over financial reporting” (as defined in Rule 13a-15(f) under the Exchange Act) as of December 31, 2018, and concluded that there have not been any changes in our internal control over financial reporting that occurred during the quarter ended JuneSeptember 30, 2019, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

We are subject from time to time to various legal proceedings and claims that arise during the ordinary course of our business. We do not believe that the outcome of those "routine" legal matters should have a material adverse effect on our consolidated financial position, operating results or cash flows; however, we can provide no assurances that legal claims that may arise will not have such a material impact in the future.

Factors That May Affect Future Results of Operations

We are providing the following information regarding changes that have occurred to previously disclosed risk factors from our Annual Report on Form 10-K for the year ended December 31, 2018. In addition to the other information set forth below and elsewhere in this report, you should consider the factors discussed under the heading “Risk Factors” in our Form 10-K for the year ended December 31, 2018 filed on March 28, 2019. The risks described in our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

We may be unsuccessful in the transition of responsibilities of our co-founder, G. Ward Paxton upon his unexpected passing on October 24, 2019, which may have a material adverse effect on our results of operations.

Mr. G. Ward Paxton co-founded the Company in 1983, and he served as President, Chief Executive Officer, Director, and Chairman of the Board for most of his 36 year tenure. He demonstrated dedication and leadership, and provided a unique insight and understanding of the Company’s operations and business strategy for decades. The loss of that leadership and experience may cause the expenditure of Company’s and its managements time and attention as it works through this transition with the Company’s management, staff, vendors, suppliers and customers, any or all of whom may be apprehensive regarding the loss of Ward’s leadership. We can provide no assurance of the smoothness, the diversion of the Company’s resources, or the successfulness of this transition.

The appointment of our current CFO, Mr. Michael L. Paxton, to the positions of Director and Chairman of the Board, as well as his service as Interim President and Interim CEO, may take significant time, attention, and focus from our day to day operations and the Company’s goals and objectives, perhaps in a material way.

Mr. Michael Paxton has been an integral part of our management team for many years, and our Board has expressed confidence that he will provide a smooth transition going forward. However, Mr. Paxton will be tasked with continuing his current obligations of our Chief Financial Officer as well as taking on these additional roles and responsibilities. While we believe that Mike’s long tenure with and understanding of the Company’s operations will be an asset to his ability to quickly adapt to these additional duties, we can provide no assurances of such.

As of October 24, 2019, we have lost the ability to borrow, up to $2.7 million under the CEO Note, the loss of which may have a material adverse effect on our business, our results of operation, or even out ability to continue as a going concern.

With the passing of our former CEO, Mr. G. Ward Paxton, the CEO Note terminated, with the result that future borrowings thereunder will no longer be available to the Company. Our ability to draw funds under the CEO Note has been a major strength behind the Company’s liquidity for a number of years, the loss of which is unable to be measured at this time. However, the lack of this financial backstop could, in the future, have a material adverse effect on our business, our results of our operations, our ability to continue as a going concern, or to continue operations at all. Our management will be assessing whether to replace this borrowing base and assessing what terms may be available to the Company, including whether any such terms are acceptable to the Company, if at all; however we can make no such assurances as to the replacement of this borrowing facility.

We may not have sufficient cash to operate our business and may not be able to maintain future liquidity requirements. Additional debt and equity offerings to fund future operations may not be available and, if available, may significantly dilute the value of our currently outstanding common stock.

As of JuneSeptember 30, 2019, we had cash and cash equivalents of approximately $1,477,000,$2,111,000, down from approximately $1,652,000 as of December 31, 2018. We generated net income of $1,758,000$1,464,000 for the quarter ended JuneSeptember 30, 2019 compared to a net income of $474,000$617,000 for the quarter ended JuneSeptember 30, 2018. As of JuneSeptember 30, 2019, in addition to cash and cash equivalents of $1,477,000,$2,111,000, we had $2.7 million of funding available from a promissory note to borrow up to $2.7 million from G. Ward Paxton, the Company’s Chief Executive Officer.Officer (the "CEO Note). We are obligated to make payments of accrued dividends on all our outstanding shares of preferred stock that will reduce our available cash resources. BasedHowever, as of October 24, 2019, our funding available from the CEO Note terminated. Our management will be assessing whether to replace this borrowing base and assessing what terms may be available to the Company, including whether any such terms are available on projections of growth in revenue and net income interms acceptable to the coming quarters, and the borrowings available previously mentioned, we believe that we will have sufficient cash resources to finance our operations and expected capital expenditures for the next twelve months.Company, if at all (the “Potential Replacement Funding Facility”). We expect to fund our operations through anticipated Company profits, and borrowings from the Company’s CEO, and possibly additional investments of private equity and debt, which, if we are able to obtain, will have the effect of diluting our existing common stockholders, perhaps significantly.significantly, and a possible Potential Replacement Facility. Any equity or debt financings, if available at all, may be on terms which are not favorable to us and, in the case of equity financings, may result in dilution to our stockholders. If our operations do not generate positive cash flow in the upcoming year, or if we are not able to obtain additional debt or equity financing on terms and conditions acceptable to us, if at all, we may be unable to implement our business plan, fund our liquidity needs or even continue our operations.

We had a net income of $1.81.5 million for the quarter ended JuneSeptember 30, 2019, and we have an accumulated deficit of $56.55.1 million as of JuneSeptember 30, 2019. To continue current financial performance, we must sustain or increase revenue levels.

For the quarter ended JuneSeptember 30, 2019, we generated a net income of $1.8$1.5 million and had an accumulated deficit of approximately $56.5$55.1 million as of JuneSeptember 30, 2019, compared to a net income of $474$617 thousand for the quarter ended JuneSeptember 30, 2018 and an accumulated deficit of approximately $60.7$60.1 million at JuneSeptember 30, 2018. We need to maintain current revenue levels from the sales of our products if we are to continue profitability. If we are unable to achieve these revenue levels, losses could happen for the near term and possibly longer, and we may not maintain profitability or generate positive cash flow from operations in the future.

A large percentage of our revenues are received from U.S. government entities/resellers, and the loss of any one of these customers could reduce our revenues and materially harm our business and prospects.

A large percentage of our revenues result from sales to U.S. government entities/resellers. If we were to lose one or more of these key relationships, our revenues could decline and our business and prospects may be materially harmed. We expect that even if we are successful in developing relationships with non-governmental customers, our revenues will continue to be concentrated among government entities. For the quarter ended JuneSeptember 30, 2019, sales to U.S. government entities/resellers collectively accounted for 91.3%90.9% of our revenues, compared to 88.4%84.5% for the comparable period in 2018. The loss of any of these key relationships may send a negative message to other U.S. government entities or non-governmental customers concerning our product offering. We cannot assure you that U.S. government entities will be customers of ours in future periods or that we will be able to diversify our customer portfolio to adequately mitigate the risk of loss of any of these customers.

Almost all of our revenues are from one product line with a limited number of customers, and the decrease of revenue from sales of this product line could materially harm our business and prospects. Timeliness of orders from customers may cause disruption in growth.

Almost all of our revenues result from sales of one security product line. TraceCop revenues were $4.0$3.9 million for the quarter ended JuneSeptember 30, 2019, compared to $2.4$2.7 million for the secondthird quarter 2018. Savant revenues remained constant at $29 thousand for the quarters ended JuneSeptember 30, 2019 and 2018. No individual commercial customer in the secondthird quarter of 2019 had over 10.0% of total revenue compared to one individual customer with 10.2%14.5% of total revenue for the same period in 2018. If sales of this key product line and individual customer were to decrease, our revenues could decline and our business and prospects may be materially harmed. Revenue in the second quarter 2019 benefitted from delayed sales from one customer in the two preceding quarters into the second quarter 2019. This delay benefitted revenues in the quarter and required corresponding shifts of expenses into cost of sales from sales and marketing. In order to remain at current revenue levels, new customer orders will be required.

We are highly dependent on sales made through indirect channels, the loss of which would materially adversely affect our operations.

We derived 91.3%90.9% of revenue in the secondthird quarter of 2019 through indirect channels of mainly government resellers, compared to 88.4%84.5% of our revenues in the quarter ended JuneSeptember 30, 2018. We must continue to expand our sales through these indirect channels in order to increase our revenues. We cannot assure you that our products will gain market acceptance in these indirect sales channels or that sales through these indirect sales channels will increase our revenues. Further, many of our competitors are also trying to sell their products through these indirect sales channels, which could result in lower prices and reduced profit margins for sales of our products.

You will experience substantial dilution upon the conversion or redemption of the shares of preferred stock that we issued in our private placements or in the event we raise additional funds through the issuance of new shares of our common stock or securities convertible or exercisable into shares of common stock.

On August 2,November 1, 2019, we had 13,529,23613,539,736 shares of common stock outstanding. Upon conversion of all outstanding shares of preferred stock, we would have 14,596,67814,607,178 shares of common stock outstanding, approximately a 7.9% increase in the number of shares of our common stock outstanding.

In addition, management may issue additional shares of common stock or securities exercisable or convertible into shares of common stock in order to finance our continuing operations. Any future issuances of such securities would have additional dilutive effects on the existing holders of our Common Stock.

Further, the occurrence of certain events could entitle holders of our Series 2 Preferred Stock and Series 3 Preferred Stock to require us to redeem their shares for a certain number of shares of our common stock. Assuming (i) we have paid all liquidated damages and other amounts to the holders, (ii) paid all outstanding dividends, (iii) a volume weighted average price of $4.69,$4.50, which was the ten-day volume weighted average closing price of our common stock on AugustNovember 1, 2019, and (iv) our 13,529,236 shares of common stock outstanding on AugustNovember 1, 2019, upon exercise of their redemption right by the holders of the Series 3 Preferred Stock and the Series 2 Preferred Stock, we would be obligated to issue approximately 94,00097,600 shares of our common stock. This would represent an increase of approximately 0.7% in the number of shares of our common stock as of AugustNovember 1, 2019.

The conversion of preferred stock we issued in the private placements may cause the price of our common stock to decline.

The holders of the shares of our 5% Preferred Stock may freely convert their shares of preferred stock and sell the underlying shares of common stock pursuant to Rule 144 of the Securities and Exchange Commission. As of AugustNovember 1, 2019, 800,000 shares of our 5% Preferred Stock had converted into 1,272,263 shares of common stock and 200,000 shares of our 5% preferred stock, convertible into 318,065 shares of common stock, remain outstanding.

The holders of the shares of Series 2 5% Preferred Stock may freely convert their shares of preferred stock and sell the underlying shares of common stock pursuant to Rule 144 of the Securities and Exchange Commission. As of AugustNovember 1, 2019, 605,200 shares of Series 2 Preferred Stock had converted into 605,200 shares of common stock and 460,000 shares of Series 2 5% preferred stock remain outstanding.

The holders of the shares of Series 3 5% Preferred Stock may freely convert their shares of Series 3 Preferred Stock and sell the underlying shares of common stock pursuant to Rule 144 of the Securities and Exchange Commission. As of AugustNovember 1, 2019, 275,230 shares of Series 3 Preferred Stock had converted into 275,230 shares of common stock and 289,377 shares of Series 3 5% preferred stock remain outstanding.

For the four weeks ended on August 2,November 1, 2019, the average daily trading volume of our common stock on the OTCQB was 6,7008,350 shares. Consequently, if holders of preferred stock elect to convert their remaining shares and sell a material amount of their underlying shares of common stock on the open market, the increase in selling activity could cause a decline in the market price of our common stock. Furthermore, these sales, or the potential for these sales, could encourage short sales, causing additional downward pressure on the market price of our common stock.

You will experience substantial dilution upon the exercise of stock options currently outstanding.

On AugustNovember 1, 2019, we had 13,529,23613,539,736 shares of common stock outstanding. Upon the exercising of current options exercisable at or below the exercise price of $2.73, we would have approximately 14,400,000 shares of common stock outstanding, a 6.6%6.4% increase in the number of shares of our common stock outstanding.

Our management and larger stockholders exercise significant control over our company and have the ability to approve or take actions that may be adverse to your interests.

As of AugustNovember 1, 2019, our executive officers, directors and preferred stockholders beneficially own approximately 36% of our voting power. In addition, other related parties control approximately 26% of voting power. As a result, these stockholders will be able to exercise significant control over all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions, which could delay or prevent someone from acquiring or merging with us. These stockholders may use their influence to approve or take actions that may be adverse to the interests of holders of our Common Stock. Further, we contemplate the possible issuance of shares of our Common Stock or of securities exercisable or convertible into shares of our Common Stock in the future to our Chief Executive Officer and Chief Financial Officer. Any such issuance will increase the percentage of stock our Chief Executive Officer, Chief Financial Officer and our management group beneficially holds.

The following Exhibits are filed with this report form 10-Q:

S I G N A T U R E S

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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