The following discussion should be read in conjunction with our financial statements and notes thereto. Our fiscal year ends December 31. This Report contains certain forward-looking statements including, among others, anticipated trends in our financial condition and results of operations and our business strategy. These forward-looking statements are based largely on our current expectations and are subject to a number of risks and uncertainties. Please see "Statement Regarding Forward-Looking Information" and Part II, Item 1A, "Risk Factors" of this Report. Actual results could differ materially from these forward-looking statements. Important factors to consider in evaluating such forward-looking statements include changes in external factors or in our internal budgeting process which might impact trends in our results of operations, unanticipated working capital or other cash requirements, changes in our business strategy or an inability to execute our strategy due to unanticipated changes in the industries in which we operate, and various competitive market factors that may prevent us from competing successfully in the marketplace. Forward-looking statements do not represent our views as of any date other than the date of this Report.

Business

We design, develop, manufacture and market organic light emitting diode, or OLED, miniature displays, which we refer to as OLED-on-silicon microdisplays, virtual imaging products that utilize OLED microdisplays, and related products. We also perform research in the OLED field. Our virtual imaging products integrate OLED technology with silicon chips to produce high-resolution microdisplays which, when viewed through a magnifying headset, create virtual images that appear comparable in size to that of a computer monitor or a large­screen television. Our products enable our original equipment manufacturer, or OEM, customers in the military and commercial markets to develop and market improved or new electronic products.

We believe that our OLED microdisplays offer a number of significant advantages over comparable liquid crystal microdisplays, including higher contrast, greater power efficiency, less weight, more compact size, and negligible image smearing. Using our active matrix OLED technology, many computer and electronic system functions can be built directly into the OLED microdisplays silicon backplane, resulting in compact, high resolution and power efficient systems. Already proven in military and commercial systems, our product portfolio of OLED microdisplays deliver high­resolution, virtual images that perform effectively even in extreme temperatures and high­vibration conditions.

We have been deemed to be an essential business in the State of New York and have continued to produce and ship products during the COVID-19 pandemic. We have implemented employee health and safety measures as required by the Centers for Disease Control and Prevention, or CDC, guidelines, and monitor, Federal, State and local governmental regulations to respond to the latest health and safety guidelines. As of the date of this Report, we have experienced disruptions in supply, had several employees test positive for the COVID-19 pandemic and had to close our facilities for cleaning purposes. There is no assurance that our operations will not be disrupted in the future by additional impacts of the COVID-19 pandemic, the Delta variant, or other resurgences of the virus, on either our internal operations or those of our suppliers or customers, including the possible impact of disruptions in the supply of silicon wafers or other raw materials that could harm our ability to meet demand for our products in a timely manner, or within budget.

Operating expenses for the three and nine months ended September 30, 2021, including R&D expenses, increased approximately $0.3 million and $1.4 million, respectively, as compared to September 30, 2020. The majority of the increase during the three months ended September 30, 2021 was due to the impact of increased share prices on the fair value of non-cash stock compensation. The increase during the nine months ended September 30, 2021 was due to investments in SG&A expenses for company-funded work related to our high-brightness dPd product and XLE process development, along with resources expended on improving manufacturing processes.

We are continually making improvements in production processes; however, the majority of our equipment is older and malfunctions in single point of failure equipment has the potential to delay our production until repairs can be made. We experienced equipment issues in 2019, experienced some equipment issues during 2020 and 2021, and also had delays in getting vendor support personnel due to COVID-19 travel restrictions. Equipment to be purchased during fiscal 2021 and 2022 under our government awards programs is expected to reduce our single point of failure risk and improve manufacturing yields and throughput. As part of our ongoing efforts to improve our throughput, yield, and quality practices, we are working with an industrial engineering firm to develop an operations excellence strategy and to obtain the AS9100 quality certification. Our backlog at September 30, 2021 was $13.2 million compared to backlog of $9.4 million at September 30, 2020.

We believe that our U.S.-based design and manufacturing, combined with in-house advanced backplane design, and our dPd technology give us a competitive advantage. Our direct patterning equipment is operational. We have fabricated full color displays using the newly upgraded and installed dPd tool during 2021 including our 4kX4k and WUXGA displays. In July 2021, using our dPd technology we created full color WUXGA displays with a brightness of over 10,000 cd/m2. We continue our development work for our Tier One Consumer customer and are targeting similar levels of brightness on proof-of-concept displays using our full color dPd



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process.

We received a validation of our products and technology during fiscal 2020 from the U.S. government. In 2020, we received two U.S. Department of Defense, or DoD, awards totaling $39.1 million. We believe we are the only commercial U.S. manufacturer of OLED microdisplays and our displays are used in many U.S. Military programs.

Consumer, medical, and military customers are increasingly turning to us because of our technological leadership in display brightness and resolution. This leadership in brightness is further demonstrated by our proprietary dPd capability. Unlike traditional OLEDs that produce colors by using a white source with filters that eliminate about 80% of the emitted light, with dPd we make full color displays by directly depositing each of the primary color materials on respective sub-pixels, without the use of filters. This advanced technology gives us an increase in brightness of over 10X versus the competition. In July 2021, we achieved full color brightness levels of over 10,000 cd/m2 and expect to achieve a brightness level of over 28,000 cd/m2 ready for mass production of full color displays by 2023. We achieved the highest monochrome brightness levels in the market years ago and are continuing our leadership with color displays. Display brightness is critical for AR/VR devices because of optics inefficiency and the need to eliminate motion artifacts. This is especially important for heads up displays used in bright, daylight environments. Our high resolution and low pixel pitch are also important to eliminate the "screen door" effect that comes with expanding lower resolution displays over wide fields of view.

Liquidity and Going Concern

The accompanying Condensed Consolidated Financial Statements have been prepared on the going concern basis, which assumes we will continue to operate as a going concern and which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. However, due to continuing losses, uncertainty regarding the COVID-19 pandemic, our financial position, and uncertainty regarding our ability to borrow under the ABL Facility, we may not be able to meet our financial obligations as they become due without additional financing or sources of capital.

The COVID-19 pandemic has significantly increased economic and demand uncertainty across the globe. It is possible that the current outbreak and continued spread of COVID-19, and any resurgence related to the Delta variant, or other vaccine resistant strains will cause the economic slowdown to continue, and it is possible that it could cause a global recession. Although vaccines are becoming more widely available, there is a significant degree of uncertainty and lack of visibility as to the extent and duration of the COVID-19 pandemic and related slowdowns or economic trends. If either were prolonged, demand for the Company's products and the Company's ability to obtain components and other materials or services on a timely basis could result in manufacturing delays, increased costs, and ultimately, in reduced or delayed sales or lost orders which could materially and adversely affect our business, financial condition, and results of operations. Although many jurisdictions are now open with social distancing measures implemented to curtail the spread of COVID-19, we cannot predict the length of time that it will take for our supply chains to be restored and any meaningful economic recovery to take place. We also cannot predict whether the Delta variant or other vaccine resistant strains will lead to additional surges in new cases of COVID-19, or the severity of such surges if/when they occur, such that governmental authorities decide to reimpose quarantines, lockdowns or travel restrictions, which could further materially and adversely affect the Company's results and financial condition. It is also not possible to predict with certainty the impact executive orders providing for mandatory COVID-19 vaccinations will have on our workforce. Our implementation of these requirements may result in attrition, including attrition of critically skilled labor, and difficulty securing future labor needs, which could have a material adverse effect on our business, financial condition, and results of operations.

Our common stock is listed on the NYSE American, and we are subject to its continued listing requirements, including maintaining certain share prices and a minimum amount of shareholder's equity. If we are unable to comply with the NYSE American continued listing requirements, including its trading price requirements, our common stock may be suspended from trading on and/or delisted from the NYSE American.

Critical Accounting Policies

Please refer to the information provided under the heading "Critical Accounting Policies and Estimates" included in our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 19, 2021, for a discussion of our critical accounting policies. There were no material changes to such policies in the nine months ended September 30, 2021, with the exception of the change in estimate of inventory costing described below.

Inventory - Inventories are stated on a standard cost basis adjusted to approximate the lower of cost (as determined by the first-in, first-out method) or net realizable value. Cost includes materials, labor, and manufacturing overhead related to the production of OLED displays. The standard cost for our products is subject to fluctuation from quarter to quarter, depending primarily on the number of displays produced, fluctuations in manufacturing overhead, labor hours incurred, and the yields experienced in the



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manufacturing process. Under the principles of full absorption costing, these costs are allocated to each unit of production in work in process and finished goods inventory based on actual use of the production facilities. However, in applying this principle, the requirements of Accounting Standards Codification, or ASC, 330-10-30-4, "Inventory" require that a company determine the range of normal capacity, or production expected to be achieved over a number of periods or seasons, and limits the amount of fixed production overheads allocated to inventory in periods of abnormally low production.

Beginning in 2014, we defined normal capacity in terms of the number of displays produced per quarter. The amount of displays produced in any given period, is determined in part by the relative sizes of displays produced, and the resultant number of die that can be drawn on the surface of the silicon wafers used in our manufacturing process. Before production yield considerations, the maximum potential die per wafer amounts range from 42 for our larger newer displays through 177 for our more established displays. In 2015 and in periods subsequent, we produced fewer displays than a baseline level established during 2014, and accordingly limited the amount of fixed overheads allocated to inventory.

During the first quarter of 2021, in recognition of a shift in product demand toward larger, more complex displays yielding fewer die per wafer, we concluded that measuring output by the number of displays produced per quarter was no longer an accurate measure of productive capacity. Management determined that measuring output based on the number of wafers produced per quarter was a more appropriate measure of production volume. We reviewed the number of wafers produced through the nine months ended September 30, 2021, and the prior two calendar years, and determined the nine months ended September 30, 2021 level was within the range of normal capacity. We believe that fully allocating the overhead to work in process and finished goods inventories, results in more accurate inventory valuation and computation of costs of goods sold, in addition to providing better information to management in making pricing decisions.

Under this change in estimate for allocating overhead adopted in the first quarter of 2021, overhead is fully allocated to products, resulting in an increase in standard costs and inventory values. The impact of this change for the nine months ended September 30, 2021 was an increase of approximately $0.7 million in the carrying value of our work in process and finished goods inventory as of September 30, 2021, and a corresponding decrease in product costs of goods sold. This decreased our net loss by $0.7 million and our loss per share by $0.01 as compared to results that would have been obtained using the former method of estimation.

During the three months ended September 30, 2021, there was no impact to the Company's inventory, cost of goods sold or earnings per share as compared to results that would have been obtained using the former method of estimation.

Results of Operations

Comparative results of operations for the three and nine months ended September 30, 2021 and 2020 (in thousands):



Revenues

                        Three Months Ended             Nine Months Ended
                           September 30,                 September 30,
                     2021     2020     Change      2021      2020     Change
Product             $ 5,313  $ 6,978  $ (1,665)  $ 17,160  $ 18,872  $ (1,712)
Contract                469  $   333        136     1,674     2,870    (1,196)

Total revenue, net $ 5,782 $ 7,311 $ (1,529) $ 18,834 $ 21,742 $ (2,908)

Total revenue for the three and nine months ended September 30, 2021 were $5.8 million and $18.8 million, respectively, as compared to revenues of $7.3 million and $21.7 million, respectively for the three and nine months ended September 30, 2020.

Product revenue is comprised primarily of sales of displays as well as sales of other hardware. For the three and nine months ended September 30, 2021 product revenue decreased by $1.7 million and $1.7 million, respectively, primarily due to unexpected down time experienced with manufacturing equipment and resulting capacity constraints which delayed $1.3 million of display shipments into the fourth quarter.

Contract revenue primarily reflected development associated with a proof of concept display for our Tier One Consumer Company. For the three and nine months ended September 30, 2021 contract revenue increased by $0.1 million and decreased by $1.2 million, respectively, as compared to the prior periods, reflecting the timing of phases and milestones of this contract. We are continuing to work on our proof of concept for this customer and expect ongoing contract revenue under this program.



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Cost of Revenues

                           Three Months Ended           Nine Months Ended
                              September 30,               September 30,
                         2021     2020    Change     2021      2020    Change
Product                 $ 4,962  $ 5,385  $ (423)  $ 15,135  $ 15,153  $  (18)
Contract                    261      234       27       861  $  1,487    (626)

Total cost of revenues $ 5,223 $ 5,619 $ (396) $ 15,996 $ 16,640 $ (644)

Total cost of revenues is comprised of costs of product and contract revenues. Cost of product revenue includes materials, labor and manufacturing overhead, warranty costs and depreciation related to our products. Total cost of revenues for the three and nine months ended September 30, 2021 decreased by $0.4 million and $0.6 million, respectively, from the comparable prior year period, primarily due to the impact of decreased product and contract revenues. As discussed in Critical Accounting Policies above, during the first quarter of 2021 we changed our method of allocating overhead to inventory. The impact of this change for the nine months ended September 30, 2021, was an increase of approximately $0.7 million in the carrying value of our work in process and finished goods inventory as of September 30, 2021, and a corresponding decrease in product costs of goods sold. This decreased our net loss by $0.7 million and our loss per share by $0.01 as compared to results that would have been obtained using the former method of estimation.

During the three months ended September 30, 2021, there were no impacts to the Company's inventory, costs of goods sold or earnings per share, as compared to results that would have been obtained using the former method of estimation.

Product costs of goods sold for the three and nine months ended September 30, 2021 were negatively impacted by a decrease in displays produced in the third quarter due to equipment issues, which resulted in increased cost of sales, due to a decrease in the capitalization of period costs into inventory.

The following table outlines product and contract total gross profit and related gross margins for the three and nine months ended September 30, 2021 and 2020(dollars in thousands):



                                      Three Months Ended          Nine Months Ended
                                        September 30,               September 30,
                                    2021              2020        2021         2020

Product revenues gross profit $ 351 $ 1,593 $ 2,025 $ 3,719 Product revenues gross margin

           7 %             23 %          12 %       20 %

Contract revenues gross profit $ 208 $ 99 $ 813 $ 1,383 Contract revenues gross margin 44 %

             30 %          49 %       48 %
Total gross profit               $    559          $ 1,692     $   2,838    $ 5,102
Total gross margin                     10 %             23 %          15 %       23 %


Total gross profit is a function of revenues less cost of revenues. Gross profit for the three months ended September 30, 2021 of $0.6 million decreased $1.1 million, from the comparable prior year period reflecting decreased product revenues and the impact of a more favorable sales mix in the prior year's period. Gross profit for the nine months ended September 30, 2021, of $2.8 million decreased $2.3 million as compared to the prior year period primarily due to decreased product and contract revenue and decreases on product revenue gross profits. Total gross margin was 10% and 15 % for the three and nine months ended September 30, 2021 compared to 23% and 23% for the comparable 2020 periods, respectively.

The product gross profit of $0.4 million and $2.0 million for the three and nine months ended September 30, 2021, respectively, decreased from the comparable prior year due to decreased shipments of displays in the three and nine months ended September 30, 2021 combined with the impact of lower manufacturing volumes and decreases in period costs capitalized into inventory due to equipment issues that occurred during the second and third quarters of 2021.

Contract gross margin is dependent upon the mix of internal versus external third-party costs and materials, with the external third-party costs and materials causing a lower gross margin and reducing the contract gross profit. For the three and nine months ended September 30, 2021, contract revenue gross profit was $0.2 million and $0.8 million compared to $0.1 million and $1.4 million, respectively, for the prior year period. The changes in contract gross profit for the three and nine months ended September 30, 2021 versus the comparable prior year periods primarily reflects the changes in contract revenues.



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Operating Expenses

                                  Three Months Ended                      Nine Months Ended
                                     September 30,                          September 30,
                             2021         2020       Change          2021         2020       Change
Research and
development expense       $  1,669     $  1,734     $    (65)     $  5,299     $  4,313     $    986
Percentage of net
revenue                         29 %         24 %                       28 %         20 %
Selling, general and
administrative expense    $  2,203     $  1,824     $     379     $  5,717     $  5,334     $    383
Percentage of net
revenue                         38 %         25 %                       30 %         25 %
Total operating
expenses                  $  3,872     $  3,558     $     314     $ 11,016     $  9,647     $  1,369
Percentage of net
revenue                         67 %         49 %                       58 %         44 %


Research and Development

R&D expenses are Company funded and are primarily compromised of salaries and related benefits, development materials and other costs specifically allocated to the development of new technologies, microdisplay products, OLED technologies and production processes. R&D related costs associated with fulfilling contracts are categorized as contract cost of revenues. R&D expenses were $1.7 million and $5.3 million for the three and nine months ended September 30, 2021. R&D costs in the third quarter were comparable to the prior year period. The increase in R&D costs for the first nine months of 2021 reflects materials and other overhead costs related to development and qualification of our higher brightness XLE and dPd displays and a decrease in costs allocated to contracts reflecting lower contract revenues in the 2021 periods.

Selling, General and Administrative

SG&A expenses consist primarily of personnel expenses, professional services fees, as well as other marketing, general corporate and administrative expenses. The increase in SG&A expenses for the three and nine months ended September 30, 2021, of $2.2 million and $5.7 million, respectively, primarily reflects changes in non-cash stock compensation of $0.4 million and $0.3 million, respectively, due to the impact of increased share prices during the 2021 periods on fair value calculations.

Other Income (Expense)

Other income (expense), net consists of changes in the fair value of warrant liability as well as interest income earned on cash balances. Income related to the change in fair value of warrant liability was $4.7 million for the three months ended September 30, 2021 and $0.2 million, for the nine months ended September 30, 2021, respectively. This non-cash income or expense is associated with changes in the liability related to registered warrants issued in May 2017 and January 2018. We are required to revalue warrants classified on our Condensed Consolidated Balance Sheets as a liability at the end of each reporting period and reflect a gain or loss from the change in fair value in the period in which the change occurred. We calculate the fair value of the warrants outstanding using the Black-Scholes model. Other income for the nine months ended September 30, 2021 also includes a $0.1 million gain upon settlement of an arbitration proceeding with a contract manufacturer and $0.1 million in reimbursement of labor overhead charges under government grant programs.

Gain on forgiveness of debt

Gain on forgiveness of debt of $2.0 million for the nine months ended September 30, 2021, reflects indebtedness payable to the Small Business Administration that was forgiven during the three months ended March 31, 2021, pursuant to the terms of the Paycheck Protection Program and the CARES Act.

Liquidity and Capital Resources

As of September 30, 2021, we had $7.3 million in cash and cash equivalents, working capital of $11.1 million and borrowings outstanding and borrowing availability under the ABL Facility of $2.0 million and $1.9 million, respectively. The Company had $8.3 million in cash, working capital of $12.1 million and borrowings outstanding and borrowing availability under the ABL Facility of $1.9 million and $2.1 million, respectively, at December 31, 2020.

On June 8, 2020, we received a loan under the U.S. Small Business Administration's, or SBA, Paycheck Protection Program, or PPP, from KeyBank National Association related to the COVID-19 pandemic for $1.9 million. The terms of the PPP loan, included a fixed interest rate of 1% per annum, a maturity date two years from the date of the funding of the loan, and deferral of payments for six

months. During 2020, we used the proceeds to pay qualified payroll costs, in accordance with PPP and Section 1106 of the CARES Act



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requirements. We applied for forgiveness of the entire loan in the fourth quarter. In April, 2021 the Company received a forgiveness notice from the SBA and received a related acknowledgement letter from its lender stating that they received payment in full from the SBA effective March 31, 2021. We recorded this amount in the Condensed Consolidated Statements of Operations as gain on forgiveness of debt in the first quarter of 2021.

On July 28, 2020, we announced that we have been awarded a $33.6 million contract over the next 33 months from the DoD to sustain and enhance U.S. domestic capability for high resolution, high brightness OLED microdisplays that will be based on our proprietary direct dPd technology. This investment is in addition to the $5.5 million award announced on June 11, 2020, under the IBAS Program for OLED Supply Chain Assurance and will be used to increase capacity and sustain operations at our Hopewell Junction, New York headquarters. In August 2020, these funds began to be released to us and will continue to be released over the life of the programs in accordance with the down payment and progress payment schedules of the various capital equipment vendors.

For the nine months ended September 30, 2021 cash used in operating activities, were $6.7 million, which was attributable to a net loss of $6.4 million and changes in operating assets and liabilities of $(0.8) million and non-cash income and expenses of $0.5 million. Cash used in operating activities for the nine months ended September 30, 2020 was $1.7 million.

For the nine months ended September 30, 2021 cash used in investing activities was $10.1 million related to equipment purchases primarily to improve manufacturing yields and production capacity and to advance our dPd technology including grant proceeds for capital expenditures of $9.4 million.

As of September 30, 2021, we had outstanding commitments to purchase approximately $987 thousand in capital expenditures, and expect to make additional capital expenditures during 2021 to improve our manufacturing and R&D capabilities. These commitments exclude $16.5 million expected to be purchased and funded by the DoD, as described above. Cash used in investing activities during nine months ended September 30, 2020 was $1.5 million for equipment purchases.

For the nine months ended September 30, 2021, cash provided by financing activities was $15.0 million, including $6.4 million in proceeds from the exercise of warrants and employee stock options, and proceeds from government grants of $8.7 million offset by net repayments of $0.1 million under our ABL Facility. Net cash provided by financing activities during the nine months ended September 30, 2020 was $11.8 million.

Going concern

The accompanying Condensed Consolidated Financial Statements have been prepared on a going concern basis, which assumes that we will continue to operate as a going concern and which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.

The COVID-19 pandemic has significantly increased economic and demand uncertainty across the globe. It is possible that the current outbreak and continued spread of COVID-19, and any resurgence related to the Delta variant, or other vaccine resistant strains will cause the economic slowdown to continue, and it is possible that it could cause a global recession. Although vaccines are becoming more widely available, there is a significant degree of uncertainty and lack of visibility as to the extent and duration of the COVID-19 pandemic and related slowdowns or economic trends. If either were prolonged, demand for the Company's products and the Company's ability to obtain components and other materials or services on a timely basis could result in manufacturing delays, increased costs, and ultimately, in reduced or delayed sales or lost orders which could materially and adversely affect our business, financial condition, and results of operations. Although many jurisdictions are now open with social distancing measures implemented to curtail the spread of COVID-19, we cannot predict the length of time that it will take for our supply chains to be restored and any meaningful economic recovery to take place. We also cannot predict whether the Delta variant or other vaccine resistant strains will lead to additional surges in new cases of COVID-19, or the severity of such surges if/when they occur, such that governmental authorities decide to reimpose quarantines, lockdowns or travel restrictions, which could further materially and adversely affect the Company's results and financial condition. It is also not possible to predict with certainty the impact executive orders providing for mandatory COVID-19 vaccinations will have on our workforce. Our implementation of these requirements may result in attrition, including attrition of critically skilled labor, and difficulty securing future labor needs, which could have a material adverse effect on our business, financial condition, and results of operations.

Due to continuing losses, the COVID-19 pandemic, uncertainty regarding our need or ability to borrow under our ABL Facility, we may not be able to meet our financial obligations as they become due without additional financing or sources of capital. Therefore, in accordance with applicable accounting guidance, and based on our current financial condition and availability of funds, there is substantial doubt about our ability to continue as a going concern through twelve months from the date these financial statements were issued.



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We have taken actions to increase revenues and to reduce expenses and is considering financing alternatives. Our plans with regard to these matters include the following actions:

?focus production and engineering resources on improving manufacturing yields and increasing production volumes;

?continue the Work Status Reduction program that began in October 2019 wherein senior management work status was reduced by approximately 20%;

?continue to utilize government grants for purchase of capital equipment and funding manufacturing personnel;

? reduce discretionary and other expenses;

?seek to enter new markets; and

?consider additional financing and/or strategic alternatives.

We are reassessing our business plan and forecasts over the next two years. Based on our known cash needs as of October 31, 2021, and the anticipated availability of our ABL facility, we have developed plans to extend our liquidity to support our working capital requirements through the fourth quarter of 2022. However, there can be no assurance our plans will be achieved, or that we will be able to continue to borrow under its ABL Facility, mitigate the impacts of the COVID-19 pandemic, secure additional financing, and/or pursue strategic alternatives on terms acceptable to us, or at all.

In addition, even if we successfully generate additional funds through the sale of additional equity securities, borrowings or alternative financing, there can be no assurances that the revenue or capital infusion will be sufficient to enable us to develop our business to a level where it will be profitable or generate positive cash flow. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders could be significantly diluted, and these newly issued securities may have rights, preferences or privileges senior to those of existing stockholders. If we incur additional debt, a substantial portion of its operating cash flow may be dedicated to the payment of principal and interest on such indebtedness, thus limiting funds available for our operational business activities. The terms of any debt securities issued could also impose significant restrictions on our operations. In addition, broad market and industry factors may seriously harm the market price of our common stock, regardless of its operating performance, and may adversely impact its ability to raise additional funds.

Equity Raises

On November 22, 2019, we entered into an ATM offering agreement, or the ATM Agreement, with H.C. Wainwright & Co., LLC, or Wainwright, relating to sales of shares of our common stock. On June 10, 2020, we filed a prospectus supplement to update and amend the aggregate amount of shares we could sell pursuant to the ATM Agreement.

During 2020, we raised $9.8 million, net of offering expenses, through the sale of shares under the ATM Agreement which represented the remaining amount available under the facility. We used and intend to use the net proceeds from sales made under the ATM Agreement for working capital and other general corporate purposes.

ABL Facility

On December 21, 2016, we entered into an asset based revolving credit facility with a lender that provides for up to a maximum amount of $5 million based on a borrowing base equivalent of 85% of eligible accounts receivable plus the lesser of $2 million or 50% of eligible inventory. The interest on the ABL Facility is equal to the Prime Rate plus 3% but may not be less than 6.5% with a minimum monthly interest payment of $2,000. We are obligated to pay the lender a monthly administrative fee of $1,000 and an annual facility fee equal to 1% of the maximum amount borrowable under the facility. The ABL Facility will automatically renew on December 31, 2021 for a one-year term unless written notice to terminate the Financing Agreement is provided by either party.

The ABL Facility renewed on December 31, 2020 and will automatically renew on December 31, 2021 for a one-year term unless written notice to terminate the Financing Agreement is provided by either party.

The ABL Facility is secured by a lien on all receivables, property and the proceeds thereof, credit insurance policies and other insurance relating to the collateral, books, records and other general intangibles, inventory and equipment, proceeds of the collateral and accounts, instruments, chattel paper, and documents. The ABL Facility contains customary representations and warranties, affirmative and negative covenants and events of default, including a provision that we maintain a minimum tangible net worth of $13 million and a minimum working capital balance of $4 million. As of September 30, 2021, we had $2.0 million in borrowings, had unused borrowing availability of $1.9 million and were in compliance with all financial debt covenants.



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Off-Balance Sheet Arrangements

We have no off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, results of operations, liquidity or capital expenditures.

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