We expect to continue to incur significant expenses and increasing operating losses for at least the next several years. We expect our expenses will increase substantially in connection with our ongoing activities, as we:

Critical Accounting Policies and Estimates

Our accounting policies are essential to understanding and interpreting the financial results reported on the condensed consolidated financial statements. The significant accounting policies used in the preparation of our condensed consolidated financial statements are summarized in note 2Note 3 to the consolidated financial statements and notes thereto found in our Annual Report on Form 10-K for the year ended December 31, 2017.2022. Certain of those policies are considered to be particularly important to the presentation of our financial results because they require us to make difficult, complex or subjective judgments, often as a result of matters that are inherently uncertain.

During the three months ended March 31, 2018,2023, there were no material changes to matters discussed under the heading “Critical Accounting PolicesPolicies and Significant Judgement and Estimates” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 except for2022.

Results of Operations

Comparison of Three Months Ended March 31, 2023 and 2022

Revenue

As of March 31, 2023, our commercial launch of the following:

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09 (ASU 2014-09) “Revenue from Contracts with Customers.” ASU 2014-09 supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605)”, and requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. As currently issued, ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period.

We adopted Accounting Standards Update 2014-09 effective January 1, 2018 on a full retrospective basis. Adoption of this standard did not result in significant changes to accounting policies, business processes, systems or controls, or have a material impact on the financial position, results of operations and cash flows or related disclosures. As such, prior period financial statements were not recast.

Revenue

To date, as part of our limited launch, we haveFDA-cleared Pure-Vu EVS System has generated limited revenue from the sales of products.revenue. We do not expect to generate significantgreater revenue from product sales unlessif and untilwhen we expand our commercialization efforts for the Pure-Vu system, which we expect will take a number of years andefforts; however, this is subject to significant uncertainty.

ResearchRevenue totaled $56.0 thousand for the three months ended March 31, 2023, compared to $20.0 thousand for the three months ended March 31, 2022. The increase of $36.0 thousand was primarily attributable to the sales of Pure-Vu Gen EVS disposables product.

Cost of Revenue

Cost of revenue for the three months ended March 31, 2023 totaled $174.0 thousand, compared to $174.0 thousand for the three months ended March 31, 2022. Cost of revenue includes the impairment of inventory of $165.0 thousand and Development

We incurred expenses of approximately $1.2 million and $0.6 million, respectively,$159.0 thousand during the three months ended March 31, 20182023 and 20172022, respectively. Impairment of inventory for researchthe three months ended March 31, 2023 is attributed to the implementation of additional cost cutting measures and executive reorganization in April 2023. As certain developments occur in the business and operations, we anticipate further possible impairment to inventory in 2023.

Research and Development

Research and development activities. These expenses include cash and non-cash expenses relating to the advancement of our development and clinical programs for the Pure-Vu system.System. We have research and development capabilities in electrical and mechanical engineering with laboratories in our facility in Israel for development and prototyping, and electronics design and testing. We also use consultants and third-party design houses to complement our internal capabilities.

SalesResearch and Marketing

We incurreddevelopment expenses of approximately $0.7totaled $1.5 million and $0.4 million, respectively, duringfor the three months ended March 31, 20182023 compared to $1.3 million for the three months ended March 31, 2022. The $0.2 million increase is primarily attributable to an increase of $0.3 million in salaries and 2017 for salespersonnel related costs relating to our restructuring in Q1 2023, partially offset with a $0.1 million decrease in other research and development costs.

Sales and Marketing

Sales and marketing activities. These expenses include cash and non-cash expenses relatingprimarily related to the development of our sales and marketing personnel and infrastructure forsupporting the commercialization of the Pure-Vu system. We have hired limited salesSystem.

Sales and marketing personnel in the U.S. as part of our pilot launch to develop our policies and procedures, as well as to spearhead the pilot phase of the company’s market penetration.

General and Administrative Expenses

We incurred expenses of approximately $2.1totaled $0.8 million and $1.6 million, respectively, duringfor the three months ended March 31, 20182023 compared to $1.0 million for the three months ended March 31, 2022. The decrease of $0.2 million is primarily attributable to a decrease of $0.2 million in marketing sample costs.

General and 2017 for general and administrative activities. Administrative

General and administrative expenses consist primarily of payrollcosts associated with our overall operations and being a public company. These costs include personnel, legal and financial professional services. Other general and administrative expenses include accounting and legal services, insurance, investor relations, compliance related fees, and expenses associated with obtaining and maintaining patents. We anticipate that our general and administrative expenses will increase significantly during 2018 and in the future as we increase our headcount to support our continued development and commercialization activities related to our Pure-Vu system. We also anticipate increased expenses related to audit, legal, regulatory, and tax-related services associated with maintaining compliance with exchange listing and SEC requirements, director and officer insurance premiums, and investor relations and communication costs associated with being a public company. Additionally, commencing in July 2017, we began to compensate our outside directors.

Stock-Based Compensation

Stock options are granted with an exercise price at no less than fair market value at the date of the grant. The stock options normally expire ten years from the date of grant. Stock option awards vest upon terms determined by our board of directors.

We recognize compensation costs resulting from the issuance of stock-based awards to employees, members of our Board of directors and consultants. The fair value of each option grant was estimated as of the date of grant using the Black-Scholes option-pricing model. The fair value is amortized as compensation cost on a straight-line basis over the requisite service period of the awards, which is generally the vesting period. Due to our limited operating history and limited volume of sales of our common stock, we estimated our volatility in consideration of a number of factors, including the volatility of comparable public companies. The expected term of options granted to employees under our stock plans is based on the simplified method. Under this method, the expected term is equal to the sum of the weighted average vesting term plus the original contractual term, divided by two. We have elected this method as we have concluded that we do not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited period of time our equity shares have been publicly traded. The vesting period is generally 36 months. The expected term of options granted under the 2016 Equity Incentive Plan (the “2016 Equity Incentive Plan”), all of which qualify as “plain vanilla” per SEC Staff Accounting Bulletin 107, is based on the average of the 5.81 years. For non-employee options, the expected term is the contractual term and stock options granted to non-employee consultants are revalued at the end of each reporting period until vested and changes in their fair value are recorded as adjustments to expense over the related vesting period. The risk-free rate is based on the yield of a U.S. Treasury security with a term consistent with the expected term of the option. We have never paid dividends on our common stock and do not anticipate paying dividends on our common stock in the foreseeable future. Accordingly, we have assumed no dividend yield for purposes of estimating the fair value of our share-based compensation. We recognize share-based award forfeitures as they occur rather than estimate by applying a forfeiture rate.

Emerging Growth Company Status

Under Section 107(b) of the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

Results of Operations

Comparison of Three Months Ended March 31, 2018 and 2017

To date, as part of our limited launch, we have generated limited revenue from the sales of products. We do not expect to generate significant revenue from product sales unless and until we expand our commercialization efforts for the Pure-Vu system, which we expect will take a number of years and is subject to significant uncertainty.

Research and Development

Research and development expenses for the three months ended March 31, 2018 totaled approximately $1.2 million, an increase of $0.6 million over the $0.6 million recorded for the three months ended March 31, 2017. The increase was primarily attributable to increases of $0.4 million in salaries and wages, $0.2 million in subcontractor costs, $0.06 million in stock-based compensation, partially offset by a decrease in other costs of $0.02 million.

Sales and Marketing

Sales and marketing expenses for the three months ended March 31, 2018 totaled approximately $0.70 million, an increase of $0.30 million over the $0.40 million recorded for the three months ended March 31, 2017. The increase was primarily attributable to increases of $0.08 million in salaries and wages, $0.08 million in marketing and training product units, $0.09 million in subcontractor costs, $0.01 million in other costs, and $0.03 million in stock-based compensation.

General and Administrative

General and administrative expenses for the three months ended March 31, 20182023 totaled approximately$1.9 million, compared to $2.1 million an increase of $0.5 million over the $1.6 million recorded for the year ended March 31, 2017. The increase was primarily attributable to increases of $0.3 million in legal and professional fees, $0.08 million in salaries and wages, $0.08 million in insurance related expenses, $0.03 million in travel fees, $0.05 in license fees and $0.1 million in other expenses, offset by a decrease of $0.1 million in stock-based compensation

Liquidity and Capital Resources

Since inception, we have experienced negative cash flows from operations. We have financed our operations primarily through sales of equity-related securities. At March 31, 2018, our accumulated deficit since inception was approximately $46.4 million.

At March 31, 2018, we had total current assets of approximately $19.6 million and total current liabilities of approximately $1.6 million resulting in working capital of $18.0 million. Net cash used in operating activities for the three months ended March 31, 20182022. The decrease of $0.2 million was approximately $3.5primarily attributable to decreases of $0.1 million which includes a net loss of approximately $7.3in professional services, $0.2 million in share-based compensation and $0.1 million in other general and administrative costs, partially offset by non-cash expensesincreases in salaries and other personnel related costs of approximately $3.9$0.2 million principally relatedrelating to warrant expense of $3.2 million , stock-based compensation expense of $0.6 millionour restructuring in Q1 2023.

Liquidity and revaluation of contingent royalty obligation of $0.08 million, approximately $0.03 million ofCapital Resources

To date, we have generated minimal revenues, experienced negative operating cash providedflows and have incurred substantial operating losses from a change in net working capital items principallyour activities. We expect operating costs will increase significantly as we incur costs associated with commercialization activities related to the increasePure-Vu System. As described above under “Overview” and “Financial Operations Overview,” we adopted a restructuring program in accounts payableJanuary and accruedApril 2023 intended to reduce our operating costs and other expenses and approximately $0.3 millionhave commenced a process to evaluate strategic alternatives. In connection with the executive reorganization, in April 2023, Mark Pomeranz, our Chief Operating Officer, director and former Chief Executive Officer, was appointed as our Chief Executive Officer, and Timothy Moran stepped down as our Chief Executive Officer. In addition, in order to further reduce expenses, Andrew Taylor, our current Chief Financial Officer, intends to step down from his role as Chief Financial Officer before the end of the second quarter of 2023.  We are actively putting in place an internal transition plan and intend to appoint another officer to replace Mr. Taylor as our Chief Financial Officer. If a strategic transaction is not completed, or if additional financing is not available, we may not be able to service our outstanding indebtedness and our payables and may have to file for bankruptcy protection or pursue a dissolution of the company and liquidation of all of our remaining assets. In such an event, the amount of cash used from a change in net working capital items principally relatedavailable for distribution to our shareholders, if any, will depend heavily on the timing of such decision, as with the passage of time the amount of cash available for distribution will be reduced as we continue to fund our operations and service our outstanding indebtedness. We cannot provide assurance as to the increase in prepaid expenses,amount of cash that will be available to distribute to shareholders, if any, after paying our debts and other obligations and setting aside funds for reserves, nor as to the timing of any such distribution, if any. We expect to continue to fund our operations primarily through utilization of our current financial resources, future product sales, the issuance of debt or equity, as well as through other strategic alternative transactions. As of March 31, 2023, our accumulated deficit was $145.7 million. Such conditions raise substantial doubt about our ability to continue as a going concern.

In March 2021, we entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Oppenheimer & Co. Inc. (“Oppenheimer”), under which we may offer and long-term assets.

Cash used in investing activities forsell from time to time common shares having an aggregate offering price of up to $25.0 million. During the three months ended March 31, 2018 totaled2023, the Company sold approximately $0.08 for the purchase of fixed assets.

Cash provided by financing activities for the three months ended March 31, 2018 totaled approximately $15 million. On February 16, 2018, we closed our IPO in which we sold 3,500,000119 thousand shares of our Common Stock at a public offering pricecommon stock under this agreement, resulting in net cash proceeds of $5.00 per share. In connection with the closing$102 thousand, after deducting issuance costs of $19 thousand.

Rising inflation, rising interest rates, and financial market volatility may adversely impact our ability to enter into, modify, and negotiate favorable terms and conditions relative to equity and debt financing initiatives. The uncertain financial markets, potential disruptions in supply chains, and changing priorities could also affect our ability to enter into key agreements. COVID-19 and government measures taken in response have also had an impact, both direct and indirect, on businesses and commerce, as worker shortages have occurred; supply chains have been disrupted; facilities and production have been suspended; and demand for certain goods and services, such as certain medical services and supplies, have spiked, while demand for other goods and services have fallen. The future progression of the IPO, we received net proceedsoutbreak and its longer-term effects on our business and operations continue to evolve and are still uncertain. We and our third-party contract manufacturers, contract research organizations, and clinical sites may also face disruptions in procuring items that are essential to our research and development activities, including, for example, medical and laboratory supplies, in each case, that are sourced from abroad or for which there are shortages because of approximately $15 million after deducting underwriting discounts and commissions of approximately $1.4 million and other offering expenses of approximately $1.1 million. On March 12, 2018, we received net proceeds of approximately $258,000 in relationongoing efforts related to the saleoutbreak in certain parts of an additional 56,000 sharesthe world. These disruptions may negatively impact our future sales, results of operations, financial condition, and liquidity.

Our ability to continue as a going concern for the next twelve months from the issuance of our Common Stock at a priceQuarterly Report on Form 10-Q, depends on our ability to execute our business plan, increase revenue and reduce expenditures. As of $5.00 per share, pursuant to the Partial IPO Over-Allotment Exercise completed in March 2018.

At March 31, 2018,2023, we had cash and cash equivalents of approximately $18.6$8.6 million and an accumulated deficit of $145.7 million. Based on our current business plan, we believe our cash and cash equivalents balance as of March 31, 20182023 will be sufficient to meet our anticipated cash requirements through approximatelyinto the secondfourth quarter of 2019. However, there is no assurance that the current business plan will be achievable, and such conditions raise substantial doubts about the Company's ability to continue as a going concern.

2023. We will need to raise significant additional capital to continue to fund operations. We may seek to sell common or preferred equity, convertible debt securities or seek other debt financing. In addition, we may seek to raise cash through collaborative agreements or from government grants.grants, as well as evaluate other strategic alternative transactions. The sale of equity and convertible debt securities may result in dilution to our stockholdersshareholders and certain of those securities may have rights senior to those of our common shares. If we raise additional funds through the issuance of preferred stock, convertible debt securities or other debt financing, these securities or other debt could contain covenants that would restrict our operations. Any other third-party funding arrangement could require us to relinquish valuable rights.

The source, timing and availability of any future financing will depend principally upon market conditions, and, more specifically, on the progress of our product and clinical development programs.programs as well as commercial activities. Funding may not be available when needed, at all, or on terms acceptable to us. Lack of necessary funds may require us, among other things, to delay, scale back or eliminate expenses including some or all ofthose associated with our planned product development, clinical trials.trial and commercial efforts.

Contractual Obligations and Commitments

Royalty on Coated Products

On January 30, 2018, we entered intoThese factors raise substantial doubt about our ability to continue as a license and supply agreement with a third party whereby we were granted a worldwide licensegoing concern. For more information, refer to sell our products coated with an agent that is the initial property of the third party for providing a lubricious surfaceNote 2 to our products (a “Coated Product” or “Coated Products”). The third party is entitledcondensed consolidated financial statements included elsewhere in this Quarterly Report.

As of March 31, 2023, we had total current assets of $10.3 million and total current liabilities of $4.4 million resulting in working capital of $5.9 million. Net cash used in operating activities for the three months ended March 31, 2023 was $4.8 million, which includes a net loss of $4.4 million, offset by non-cash expenses principally related to a royaltyshare based compensation expense of $0.2 million, depreciation and amortization of $0.1 million, amortization of debt issuance costs of $0.1 million, inventory impairment of $0.2 million, offset by changes in net working capital items principally related to the amount of:increase in prepaid expenses and other current assets of $0.4 million, the increase in accounts payable and accrued expenses of $0.5 million, and operating lease liabilities of $0.1 million.

The above two tiers reset annually on January 1^stNet cash used in investing activities for the three months ended March 31, 2023 related to the purchase of each calendar year.fixed assets of $39.0 thousand.

Minimum royalties shall be paidNet cash provided by financing activities for each Coated Product soldthe three months ended March 31, 2023 totaled $0.5 million related to proceeds from issuance of common shares pursuant to at-the-market issuance registered offering of $0.1 million, offset by us as follows:repayment under loan terms of $0.6 million.

Additionally, we shall make one-time milestone payments as follows:Shelf Registration Statement

Royalty Payment Rights on Series A Convertible Preferred Stock

On December 20, 2016,March 16, 2021, we filed a Certificate of Designation of Preferences, Rightsshelf registration statement (File No. 333-254343) with the Securities and LimitationsExchange Commission (the “Certificate of Designation”“2021 Shelf Registration Statement”), establishing the rightswhich was declared effective on March 26, 2021, that allows us to offer, issue and preferences of the holders of the Series A Convertible Preferred Stock (“the Royalty Payment Rights”). As set forth in the in the Certificate of Designation, the Royalty Payment Rights initially entitled the holders in aggregate,sell up to a royalty in an amount of:

On February 16, 2018, each sharemaximum aggregate offering price of Series A Convertible Preferred Stock converted into one share$100.0 million of any combination of our common stock, preferred stock, warrants, debt securities, subscription rights and/or units from time to time, together or separately, in one or more offerings. As of March 31, 2023, we have not sold any securities under the 2021 Shelf Registration Statement, except as described below.

The 2021 Shelf Registration Statement includes a prospectus registering an at-the-market offering program pursuant to a mandatory conversion. As provided foran Equity Distribution Agreement (the “Equity Distribution Agreement”) with Oppenheimer & Co. Inc. (“Oppenheimer”), entered into in the Certificate of Designation, if a holder had electedMarch 2021, under which Oppenheimer may offer and sell from time to convert all of their Series A Convertible Preferred Stock intotime shares of our common stock priorhaving an aggregate offering price of up to $25.0 million, subject to the mandatory conversion,provisions of General Instruction I.B.6 of Form S-3, which provides that we may not sell securities in a public primary offering with a value exceeding one-third of our public float in any twelve-month period (approximately $8.8 million beginning effective as of March 31, 2023, the holder would have forfeited any and all rights to future royalty payments, if any.date of filing of our most recent Annual Report on Form 10-K) unless our public float is at least $75 million. If a holder had elected to convert any portion of their Series A Convertible Preferred Stock to common stockour public float meets or exceeds $75.0 million at any time, prior to the mandatory conversion, such holder would have forfeited any rights to future royalty payments, if any, with respect to such converted shares. No such conversion elections were received by us prior to the mandatory conversion.

In addition, in connection with completion of the 2017 private placement, we issued the placement agent royalty payment rights certificates (the “Placement Agent Royalty Payment Rights Certificates”) which grants the placement agent, and its designees the right to receive, in the aggregate, 10% of the amount of payments paid to the holders of the Series A Convertible Preferred Stock, or the holders of the Royalty Payment Rights Certificates (the “Royalty Payment Rights Certificates”), upon the conversion of the Series A Convertible Preferred Stock into shares of our common stock. The Placement Agent Royalty Payment Rights Certificates are on substantially similar terms as the Royalty Payment Rights of the Series A Convertible Preferred Stock.

We amended the Certificate of Designation to modify the Royalty Payment Rights when we consummated our Initial Public Offering (“IPO) on February 16, 2018. Pursuant to the amended terms, if and when we generate sales of the Pure-Vu system, including disposables, parts, and services, or if we receive any proceeds from the licensing of the Pure-Vu system, then we will pay to the holders of the Royalty Payment Rights Certificates a royalty (the “Royalty Amount”) equal to, in the aggregate, in royalty payments in any calendar year for all products:

* Notwithstanding the foregoing, with respect to Net Sales based Royalty Amounts, (a) no Net Sales based Royalty Amount shall begin to accrue or become payable until we have first generated, in the aggregate, since our inception, Net Sales equal to $20,000 (the “Initial Net Sales Milestone”), and royalties shall only be computed on, and due with respect to, Net Sales generated in excess of the Initial Net Sales Milestone, and (b) the total Net Sales based Royalty Amount due and payable in any calendar year shall be subject to a cap per calendar year of $30,000. Net Sales is defined in the Certificate of Designations.

** Notwithstanding the foregoing, with respect to Licensing Proceeds based Royalty Amounts, (a) no Licensing Proceeds based Royalty Amount shall begin to accrue or become payable until we have first generated, in the aggregate, since our inception, Licensing Proceeds equal to $3,500 (the “Initial Licensing Proceeds Milestone”), and royalties shall only be computed on, and due with respect to, Licensing Proceeds in excess of the Initial Licensing Proceeds Milestone and (b) the total Licensing Proceeds based Royalty Amount due and payable in any calendar year shall be subject to a cap per calendar year of $30,000. Licensing Proceeds is defined in the Certificate of Designations.

The royalty will be payable up to the later of (i) the latest expiration date for our current patents (which is currently October 2026), or (ii) the latest expiration date of any pending patents as of the date of the Initial Closing that may be issued in the future. Following the expiration of all such patents, the holders of the Royalty Payment Rights will no longer be entitled to any further royalties for any period following the latest to occur of such patent expiration.

On February 16, 2018, the date of the closing of the IPO, (1) the amendmentsubject to the Certificaterestrictions set forth in General Instruction I.B.6 of Designation became effective, (2) all outstanding sharesForm S-3, at least until the filing of Series A Convertible Preferred Stock were converted intoour next Section 10(a)(3) update as required under the Securities Act.

During the quarter ended March 31, 2023, we sold approximately 119 thousand shares of our common stock pursuant to a mandatory conversion, and (3) the Royalty Payment Rights Certificates were issuedabove-described Equity Distribution Agreement, resulting in net cash proceeds of $102 thousand, after deducting issuance costs of $19 thousand.

Our ability to the former holders of the Series A Convertible Preferred Stock.

Lease Agreements

On January 1, 2015, we entered into a five year lease for a facility with 7,732 square feet of space in Tirat Carmel, Israel. Annual rentissue securities is $82 thousand per year.

On April 13, 2017, we entered into a lease for a facility in Fort Lauderdale, Florida, which we began occupying in October 2017. The facility currently consists of 4,554 square feet, which will increase to 6,390 square feet by the second year of the lease. The term will run for seven years and two months from October 2017. Annual base rent is initially $159 thousand per year, subject to annual increases of 2.75%.

Other

We may enter into contractsmarket conditions and other factors including, in the normal coursecase of business with suppliers and other vendors for operating purposes. These contracts generally provide for termination on notice, and therefore we believe that our non-cancelable obligations under these agreements are not material.debt securities, our credit ratings.

Off-Balance Sheet Arrangements

We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined under SEC rules, such as relationships with unconsolidated entities or financial partnerships, which are often referred to as structured finance or special purpose entities, established for the purpose of facilitating financing transactions that are not required to be reflected on our balance sheets.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not Applicable.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Evaluation of Our Disclosure Controls

Our management,Management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report.March 31, 2023. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’sour management, including itsour principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of the period covered by this report,March 31, 2023, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures, were effective at the reasonable assurance level.as defined above, are effective.

Evaluation of Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting (as defined in RuleRules 13a-15(f) ofand 15d-15(f) under the Exchange Act) that occurred during the three-month period to which this report relatesended March 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Because of its inherent limitations,

Our management, including our principal executive officer and principal financial officer, do not expect that our disclosure controls or our internal control over financial reporting maywill prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not preventabsolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or detect misstatements. Also, projectionsmistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any evaluationsystem of effectiveness tocontrols is also based in part upon certain assumptions about the likelihood of future periods are subject to the risksevents, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. From timeBecause of the inherent limitations in a cost-effective control system, misstatements due to time, we make changes to our internal control over financial reporting that are intended to enhance its effectivenesserror or fraud may occur and which do not have a material effect on our overall internal control over financial reporting.be detected.

As a newly public company, we continue the process of reviewing and documenting our disclosure controls and procedures, including our internal controls and procedures for financial reporting, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business. 

PART II — OTHER INFORMATION

None.Item 1. Legal Proceedings.

None.

There have been no material changesItem 1A. Risk Factors.

In addition to the other information set forth in riskthis report, you should carefully consider the factors from what was reporteddiscussed in Part I, “Item 1A. Risk Factors” in our 2017 Annual Report on Form 10-K.10-K for the year ended December 31, 2022, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K, for the year ended December 31, 2022 may not be the only risks facing the Company. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial also may materially adversely affect the Company’s business, financial condition and/or operating results.

There were no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission on March 31, 2023.