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| PART I. · FINANCIAL INFORMATION |
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| Item 1. | Financial Statements (Unaudited) | 1 |
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| Condensed Consolidated Balance Sheets (Unaudited) | 1 |
| Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) | 2 |
| Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) | 3 |
| Condensed Consolidated Statements of Cash Flows (Unaudited) | 5 |
| Notes to Condensed Consolidated Financial Statements (Unaudited) | 6 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 22 |
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| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 39 |
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| Item 4. | Controls and Procedures | 39 |
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| PART II. | OTHER INFORMATION | |
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| Item 1. | Legal Proceedings | 41 |
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| Item 1A. | Risk Factors | 41 |
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| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 41 |
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| Item 3. | Defaults Upon Senior Securities | 41 |
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| Item 4. | Mine Safety Disclosures | 41 |
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| Item 5. | Other Information | 41 |
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| Item 6. | Exhibits | 42 |
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| Signatures | 43 | |
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “can,” “will,” “would,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “forecasts,” “potential,” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:
| • | our expectations regarding our revenue, expenses and other operating results; |
| • | the anticipated growth of our business, including our ability to effectively manage or sustain our growth and to achieve or sustain profitability; |
| • | the effects of public health crises or other macroeconomic factors and geopolitical tension, which may lead to periods of global economic uncertainty; |
| • | future investments in our business, our anticipated capital expenditures and our estimates regarding our capital requirements; |
| • | our ability to attract new buyers and suppliers and successfully engage new and existing buyers and suppliers; |
| • | the costs and success of our sales and marketing efforts, and our ability to promote our brand; |
| • | our reliance on key personnel and our ability to identify, recruit and retain skilled personnel; |
| • | our ability to effectively manage our growth, including any international expansion; |
| • | our ability to obtain, maintain, protect and enforce our intellectual property or other proprietary rights and any costs associated therewith; |
| • | our ability to effectively manage our costs and expenses, which may be impacted by inflationary pressures; |
| • | our ability to compete effectively with existing competitors and new market entrants; and |
| • | the growth rates of the markets in which we compete. |
You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition and operating results. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section titled Risk Factors Part II, Item 1A, and elsewhere in this Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Form 10-Q. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Form 10-Q. And while we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.
The forward-looking statements made in this Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Form 10-Q to reflect events or circumstances after the date of this Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments.
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