WRAP TECHNOLOGIES INC

Previous wording

Some agencies voluntarily report usage to Wrap but many do not. In the usage reports we have been provided, officers have reported successful outcomes in 84% of the use cases. This percentage is higher than what is often seen with less lethal tools. From the information we have been provided, the most common BolaWrap use case is for individuals with behavioral health issues, and the second most common BolaWrap use case is during domestic violence calls. 26% of the reported persons who are wrapped with the BolaWrap are thought to be under the influence of alcohol or drugs.

Current wording

Some agencies voluntarily report usage to us, but many do not. In the usage reports we have been provided, officers have reported successful outcomes in 84% of the use cases. This percentage is higher than what is often seen with less lethal tools. From the information we have been provided, the most common BolaWrap use case is for individuals with behavioral health issues, and the second most common BolaWrap use case is during domestic violence calls. 26% of the reported persons who are wrapped with the BolaWrap are thought to be under the influence of alcohol or drugs.

Previous wording

As part of our efforts to expand our sales and distribution operations, we provide a comprehensive training program for law enforcement officers and trainers in using the BolaWrap. This training equips them with knowledge about the appropriate use and limitations of BolaWrap in tandem with modern policing techniques for de-escalation of encounters. We now focus on also teaching when and why BolaWrap should be used, including the specific area of success, such as after verbal commands break down and before the law enforcement officer is ready to escalate to less lethal pain compliance tools. We believe that law enforcement trainers and officers who have been trained to use our products, or have witnessed demonstrations, are more inclined to support the acquisition and deployment of our products by their respective departments to drive successful outcomes. As of June 30, 2024, over 1,500 agencies have received BolaWrap training with over 5,300 training officers at those agencies certified as BolaWrap instructors and qualified to train the rest of their departments, representing an 12% increase in agencies and a 18% increase in trained officers as compared to June 30, 2023.

Current wording

As part of our efforts to expand our sales and distribution operations, we provide a comprehensive training program for law enforcement officers and trainers in using the BolaWrap. This training equips them with knowledge about the appropriate use and limitations of BolaWrap in tandem with modern policing techniques for de-escalation of encounters. We now focus on also teaching when and why BolaWrap should be used, including the specific area of success, such as after verbal commands break down and before the law enforcement officer is ready to escalate to less lethal pain compliance tools. We believe that law enforcement trainers and officers who have been trained to use our products, or have witnessed demonstrations, are more inclined to support the acquisition and deployment of our products by their respective departments to drive successful outcomes. As of September 30, 2024, over 1,530 agencies have received BolaWrap training with over 5,400 training officers at those agencies certified as BolaWrap instructors and qualified to train the rest of their departments, representing a 10% increase in agencies and a 10% increase in trained officers as compared to September 30, 2023.

Previous wording

Operating expense as of $7.7 million for the six months ended June 30, 2024 decreased by $591 thousand, when compared to $8.3 million for the six months ended June 30, 2023, as a result of the Company’s cost containment initiatives enacted beginning during the first half of 2024 as well as a reduction in share-based compensation, offset by increased occupancy expenses related to the new the office space.

Current wording

Operating expense of $13.0 million for the nine months ended September 30, 2024 decreased by $2.3 million, when compared to operating expense of $15.3 million for the nine months ended September 30, 2023, as a result of the Company’s cost containment initiatives enacted beginning in the first half of 2024 as well as a reduction in share-based compensation, offset by increased occupancy expenses related to our new office space.

Previous wording

As of June 30, 2024, we had backlog of approximately $260 thousand which was delivered in the third quarter of 2024. Additionally, as of June 30, 2024, we had deferred revenue of $585 thousand which consisted of $122 thousand related to VR, $358 thousand related to Intrensic, and $105 thousand related to BolaWrap extended warranties and services. Distributor and customer orders for future deliveries are generally subject to modification, rescheduling or in some instances, cancellation, in the normal course of business.

Current wording

As of September 30, 2024, we had backlog of approximately $156 thousand which is expected to be delivered in the fourth quarter of 2024. Additionally, as of September 30, 2024, we had deferred revenue of $673 thousand, which consisted of $97 thousand related to VR, $463 thousand related to Intrensic, $98 thousand related to BolaWrap extended warranties and services and $15 thousand related to training. Distributor and customer orders for future deliveries are generally subject to modification, rescheduling or in some instances, cancellation, in the normal course of business.

Previous wording

Since inception, we have generated significant losses from operations and anticipate that we will continue to generate significant losses from operations for the foreseeable future. We believe that we have adequate financial resources to sustain our operations for the twelve months. We recorded net loss of $268 thousand during the first half of fiscal 2024 as compared to net loss of $9.0 million during the first half of fiscal 2023, an improvement of approximately $8.7 million for the comparable period. Net cash used in operations during the six months ended June 30, 2024, was $6.5 million more than net cash used in operations during the six months ended June 30, 2023. This increase in net cash used in operations during the first six months of 2024 was primarily driven by an increase in accrued liabilities primarily resulting from deposits made in June 2023 in advance of the preferred stock issued in July 2023 accounted for as a

Current wording

Since inception, we have generated significant losses from operations and anticipate that we will continue to generate significant losses from operations for the foreseeable future. We believe that we have adequate financial resources to sustain our operations for the next twelve months following this Report. We recorded net income of $1.7 million during the first nine months of fiscal 2024 as compared to net loss of $11.8 million during the first nine months of fiscal 2023, an improvement of approximately $13.5 million for the comparable period. Net cash used in operations during the nine months ended September 30, 2024, was $6.0 million less than net cash used in operations during the nine months ended September 30, 2023. This decrease in net cash used in operations during the first nine months of 2024 was primarily driven by the Company’s cost containment efforts initiated in the first half of 2024.

Previous wording

Supply chain disruptions also affected our operations and could negatively impact our ability to source materials, manufacture and distribute products in the future. Moreover, financial markets continue to experience significant volatility, which could potentially affect our ability to enter into or modify favorable terms and conditions regarding equity and debt financing activities. Nevertheless, we had $4.6 million in cash and cash equivalents and short-term investments as of June 30, 2024. We therefore believe we have sufficient capital to fund our operations for the next twelve months. However, we may require additional working capital and liquidity constraints and access to capital markets could still negatively affect our liquidity and may require changes to our plan of operations.

Current wording

Supply chain disruptions also affected our operations and could negatively impact our ability to source materials, manufacture and distribute products in the future. Moreover, financial markets continue to experience significant volatility, which could potentially affect our ability to enter into or modify favorable terms and conditions regarding equity and debt financing activities. Nevertheless, we had $4.9 million in cash and cash equivalents as of September 30, 2024. We therefore believe we have sufficient capital to fund our operations for the next twelve months following this Report. However, we may require additional working capital and liquidity constraints and access to capital markets could still negatively affect our liquidity and may require changes to our plan of operations.

Previous wording

On April 18, 2024, the Company received a notice (the “Initial Notice”) from the Listing Qualifications Staff of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that as it has not yet filed its Annual Report on Form 10-K (the “2023 Form 10-K”) for the year ended December 31, 2023, the Company is not in compliance with Listing Rule 5250(c)(1) (the “Listing Rule”) for continued listing on the Nasdaq Capital Market. Additionally, on May 17, 2024, the Company received a notice (the “May Notice") from Nasdaq notifying the Company that as it has not yet filed its Quarterly Report on Form 10-Q (the “Q1 Form 10-Q”) for the three months ended March 31, 2024, that the Company is not in compliance with the Listing Rule.

Current wording

On April 18, 2024, the Company received a notice (the “Initial Notice”) from the Listing Qualifications Staff of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that as it has not yet filed its Annual Report on Form 10-K (the “2023 Form 10-K”) for the year ended December 31, 2023, the Company is not in compliance with Listing Rule 5250(c)(1) (the “Listing Rule”) for continued listing on the Nasdaq Capital Market. Additionally, on May 17, 2024, the Company received a notice from Nasdaq notifying the Company that as it has not yet filed its Quarterly Report on Form 10-Q (the “Q1 Form 10-Q”) for the three months ended March 31, 2024, the Company is not in compliance with the Listing Rule for continued listing on the Nasdaq Capital Market.

Previous wording

On August 16, 2024, the Company received a notice from Nasdaq notifying the Company that as it has not yet filed its Quarterly Report on Form 10-Q (the “Q2 Form 10-Q,” and collectively with the Q1 Form 10-Q, the “Delinquent Filings”) for the six months ended June 30, 2024, that the Company is not in compliance with the Listing Rule for continued listing on Nasdaq.

Current wording

On August 16, 2024, the Company received a notice from Nasdaq notifying the Company that as it has not yet filed its Quarterly Report on Form 10-Q (the “Q2 Form 10-Q,” and collectively with the Q1 Form 10-Q, the “Delinquent Filings”) for the three months ended June 30, 2024, the Company is not in compliance with the Listing Rule for continued listing on the Nasdaq Capital Market.

Previous wording

The Company previously submitted a plan to Nasdaq to regain compliance with respect to the delinquent 2023 Form 10-K and Q1 Form 10-Q (the “Plan”), and Nasdaq granted an exception until August 30, 2024, to file the delinquent 2023 Form 10-K and Q1 Form 10-Q. On August 28, 2024, the 2023 Form 10-K was filed with the SEC and on September 25, 2024, the Q1 Form 10-Q was filed with the SEC. Nasdaq granted the Company an additional exception of up to a maximum of 180 calendar days from the filing due date of the 2023 Form 10-K to file the Delinquent Filings, or until October 14, 2024, to regain compliance.

Current wording

The Company previously submitted a plan to Nasdaq to regain compliance with respect to the delinquent 2023 Form 10-K and Q1 Form 10-Q (the “Plan”), and Nasdaq granted an exception until August 30, 2024, to file the delinquent 2023 Form 10-K and Q1 Form 10-Q. On August 28, 2024, the 2023 Form 10-K was filed with the SEC. Nasdaq granted the Company an additional exception of up to a maximum of 180 calendar days from the filing due date of the 2023 Form 10-K to file the Delinquent Filings, or until October 14, 2024, to regain compliance. The Company filed the Q1 Form 10-Q with the SEC on September 25, 2024, and filed the Q2 Form 10-Q with the SEC on October 14, 2024, and regained compliance with Nasdaq.

Previous wording

Our operating expense includes (i) selling, general and administrative expense, (ii) research and development expense, and in the most recent fiscal quarter, (iii) product line exit expense. Research and development expense is comprised of the costs incurred in performing research and development activities and developing production on our behalf, including compensation and consulting, design and prototype costs, contract services, patent costs and other outside expense. The scope and magnitude of our future research and development expense is difficult to predict at this time and will depend on elections made regarding research projects, staffing levels and outside consulting and contract costs. The future level of selling, general and administrative expense will be dependent on staffing levels, elections regarding expenditures on sales, marketing and customer training, the use of outside resources, public company and regulatory expense, and other factors, some of which are outside of our control.

Current wording

Our operating expense includes (i) selling, general and administrative expense, (ii) research and development expense, and in the most recent fiscal quarter, and (iii) product line exit expense. Research and development expense is comprised of the costs incurred in performing research and development activities and developing production on our behalf, including compensation and consulting, design and prototype costs, contract services, patent costs and other outside expense. The scope and magnitude of our future research and development expense is difficult to predict at this time and will depend on elections made regarding research projects, staffing levels and outside consulting and contract costs. The future level of selling, general and administrative expense will be dependent on staffing levels, elections regarding expenditures on sales, marketing and customer training, the use of outside resources, public company and regulatory expense, and other factors, some of which are outside of our control.

Previous wording

We expect our operating costs will reduce from the first quarter of 2024 as a result of the changes from ongoing cost containment efforts. We may incur additional non-cash share-based compensation costs depending on future option and restricted stock unit grants that are impacted by stock prices and other valuation factors. Historical expenditures are not indicative of future expenditures.

Current wording

We expect our operating costs will continue to reduce from the first quarter of 2024, as a result of the changes from ongoing cost containment efforts. We may incur additional non-cash share-based compensation costs depending on future option and restricted stock unit grants that are impacted by stock prices and other valuation factors. Historical expenditures are not indicative of future expenditures.

Previous wording

Three Months Ended June 30, 2024, Compared to Three Months EndedJune 30, 2023 *** (Unaudited)***

Current wording

Three Months Ended September 30, 2024, Compared to Three Months Ended September 30, 2023 (Unaudited)

Previous wording

We reported net revenue of $1.6 million for the three months ended June 30, 2024, as compared to $1.2 million for the three months ended June 30, 2023, a 31% increase over the prior year. The increase in 2024 is a result of added revenues of $197 thousand from the Company’s acquisition of Intrensic in August 2023 as well as approximately $69 thousand increase in Wrap Reality sales.

Current wording

We reported net revenue of $593 thousand for the three months ended September 30, 2024, as compared to $3.6 million for the three months ended September 30, 2023, an 84% decrease compared to the prior year. The decrease in 2024 as compared to the prior year is primarily a result of 2023 revenues that included large order intake in EMEA.

Previous wording

We incurred product promotional costs of $94 thousand during the three months ended June 30, 2024, representing a 58% increase compared to the three months ended June 30, 2023, related primarily to BolaWrap 150 demonstration products and the cost of training products and accessories delivered to law enforcement agencies that were expensed as marketing costs. We are responding to increased demand for training as a result of expanded product and brand awareness and increased successful field use by agencies.

Current wording

We incurred product promotional costs of $1 thousand during the three months ended September 30, 2024, representing a 98% decrease as compared to $61 thousand for the three months ended September 30, 2023. The 2023 product promotional costs were related primarily to BolaWrap 150 demonstration products, and the cost of training products and accessories delivered to law enforcement agencies that were expensed as marketing costs.

Previous wording

Our gross profit for the three months ended June 30, 2024, was $984 thousand, or a gross margin of 63%. Our gross profit for the three months ended June 30, 2023, was $668 thousand, or a gross margin of 56%. The increase in gross profit represented a 47% increase compared to the three months ended June 30, 2023, as a result of higher volume of the Bola Wrap 150 product with higher margins as compared to previous production due to design changes and improved pricing as well as the added high-margin revenue from the Company’s Intrensic acquisition in August 2023.

Current wording

Our gross profit for the three months ended September 30, 2024, was $235 thousand, or a gross margin of 40%. Our gross profit for the three months ended September 30, 2023, was $2.2 million, or a gross margin of 60%. The 89% year-over-year decrease in gross profit was a result of lower volumes of BolaWrap 150 product sales slightly offset by the added high-margin revenue from the Company’s Intrensic acquisition in August 2023.

Previous wording

As our revenue history is limited, historical margins may not accurately reflect future margins. However, we expect higher margins with the production of the BolaWrap 150 compared to previous production due to design changes and improved pricing as well as our higher margin revenue from the Intrensic product offerings. Our margins are also subject to variations based on the sales channels and product mix through which our products are sold. At present, our cassettes have lower margins than BolaWrap devices. As we scale cassette production, we will look to reduce our costs and drive higher cassette margins. Cassettes were a total of 11% of our overall revenue in the three months ended June 30, 2024, and will continue to grow as a recurring revenue base as more BolaWrap devices are in the field and the usage of BolaWrap increases due to the need of officers to de-escalate earlier to prevent injuries and use of higher levels of force.

Current wording

As our revenue history is limited, historical margins may not accurately reflect future margins. However, we expect higher margins with the production of the BolaWrap 150 compared to previous production due to design changes and improved pricing, as well as our higher margin revenue from the Intrensic product offerings. Our margins are also subject to variations based on the sales channels and product mix through which our products are sold. At present, our cassettes have lower margins than BolaWrap devices. As we scale cassette production, we will look to reduce our costs and drive higher cassette margins. Cassettes were a total of 10% of our overall revenue in the three months ended September 30, 2024, and will continue to grow as a recurring revenue base as more BolaWrap devices are in the field and the usage of BolaWrap increases due to the need of officers to de-escalate earlier to prevent injuries and use of higher levels of force.

Previous wording

Selling, general and administrative (“SG&A”) expense of $3.5 million for the three months ended June 30, 2024, was reduced by $1.2 million when compared to $4.7 million for the three months ended June 30, 2023. The decrease in SG&A expense was primarily the result of the Company’s cost containment initiatives enacted beginning during the first half of 2024 as well as a reduction in share-based compensation, offset by increased occupancy expenses related to the new the office space.

Current wording

Selling, general and administrative (“SG&A”) expense of $3.3 million for the three months ended September 30, 2024, was reduced by $1.0 million when compared to $4.3 million for the three months ended September 30, 2023. The decrease in SG&A expense was primarily the result of the Company’s cost containment initiatives enacted beginning in the first half of 2024 which was offset by an increase of $1.0 million in share-based compensation as well as by increased occupancy expenses related to our new office space.

Previous wording

Share-based compensation costs allocated to SG&A decreased to $208 thousand for the three months ended June 30, 2024, compared to $990 thousand for the three months ended June 30, 2023.

Current wording

Share-based compensation costs allocated to SG&A increased to $896 thousand for the three months ended September 30, 2024, compared to a negative $149 thousand for the three months ended September 30, 2023, resulting from forfeitures and cancellations in 2023.

Previous wording

Salaries and burden costs of $1.0 million for the three months ended June 30, 2024, were approximately $546 thousand lower than the three months ended June 30, 2023. This reduction reflects an approximate 32% reduction in the Company’s workforce including a reduction of certain C-Level positions. During the three months ended June 30, 2024, as compared to the three months ended June 30, 2023, we increased professional and consulting fees by $46 thousand reflecting the added variable resource needs as a result of the reduction in the Company’s full-time headcount. We expect expenditures for SG&A expenses in 2024 to continue to decline in the second half of 2024, as a result of the Company’s cost cutting initiatives.

Current wording

Salaries and burden costs of $756 thousand for the three months ended September 30, 2024, were approximately $880 thousand lower than in the three months ended September 30, 2023. This reduction reflects an approximate 32% reduction in the Company’s workforce including a reduction of certain C-Level positions. During the three months ended September 30, 2024, as compared to the three months ended September 30, 2023, we decreased professional and consulting fees by $907 thousand reflecting the Company’s cost containment efforts. We expect expenditures for SG&A expenses in 2024 to continue to decline in the last quarter of 2024, as a result of the Company’s cost cutting initiatives.

Previous wording

Advertising and promotion costs were $207 thousand for the three months ended June 30, 2024, or a decrease of $74 thousand as compared to $281 thousand during the three months ended June 30, 2023. The changes in advertising costs were primarily related to a $118 thousand decrease in trade show costs offset by slight increases in digital marketing campaigns.

Current wording

Advertising and promotion costs were $81 thousand for the three months ended September 30, 2024, or a decrease of $143 thousand as compared to $224 thousand for the three months ended September 30, 2023. The changes in advertising costs were primarily related to reduced trade show costs offset by slight increases in digital marketing campaigns.

Previous wording

Research and development expense decreased by $323 thousand for the three months ended June 30, 2024, when compared to the three months ended June 30, 2023. We incurred a $60 thousand period over period decrease in compensation expense as well as a $197 thousand period over period decrease in share-based compensation expense allocated to research and development expense as a result of reduction of personnel. Outside consulting costs increased by $27 thousand for the three months ended June 30, 2024, when compared to the three months ended June 30, 2023, primarily due to the Company’s move to a more variable cost model.

Current wording

Research and development expense decreased by $83 thousand for the three months ended September 30, 2024, when compared to the three months ended September 30, 2023. We incurred a $36 thousand period over period increase in compensation expense as well as a $71 thousand period over period decrease in share-based compensation expense allocated to research and development expense as a result of reduction of personnel. Outside consulting costs decreased by $8 thousand for the three months ended September 30, 2024, when compared to the three months ended September 30, 2023, primarily due to the Company’s move to a more variable cost model.

Previous wording

Loss from operations of $3.2 million during the three months ended June 30, 2024, was a reduction of $1.9 million compared to loss from operations of $5.1 million during the three months ended June 30, 2023, primarily reflecting the reduced operating costs and increased gross margins from new products.

Current wording

Loss from operations of $3.6 million during the three months ended September 30, 2024, was an increase of $876 thousand compared to loss from operations of $2.8 million during the three months ended September 30, 2023, primarily reflecting the reduced revenues offset by lower operating costs from the Company’s cost containment efforts.

Previous wording

The following table sets forth for the periods indicated certain items of our condensed consolidated statement of operations. The financial information and the discussion below should be read in conjunction with the financial statements and notes contained in this Quarterly Report on Form 10-Q.

Current wording

The following table sets forth for the periods indicated certain items of our condensed consolidated statement of operations. The financial information and the discussion below should be read in conjunction with the financial statements and notes contained in this Report.

Previous wording

We reported net revenue of $3.0 million for the six months ended June 30, 2024, as compared to $1.9 million for the six months ended June 30, 2023, a 59% increase. The increase in 2024 is primarily a result of increased sales of BolaWrap devices, cartridges and accessories of $532 thousand, added revenues of $287 thousand from the Company’s acquisition of Intrensic in August 2023, as well as approximately $151 thousand increase in Wrap Reality. We incurred discounts of $18 thousand during the six months ended June 30, 2024, compared to $64 thousand for the six months ended June 30, 2023. We expect a decline to minimal discounts throughout 2024 as we have phased out our promotional upgrade offer.

Current wording

We reported net revenue of $3.6 million for the nine months ended September 30, 2024, as compared to $5.5 million for the nine months ended September 30, 2023, a 34% decrease. The decrease in 2024 is primarily a result of a $2.3 million decrease in sales of BolaWrap devices, cartridges and accessories to distributors in EMEA. We incurred discounts of $18 thousand during the nine months ended September 30, 2024, compared to $132 thousand for the nine months ended September 30, 2023. We expect a continued decline to minimal discounts throughout 2024, as we have phased out our promotional upgrade offer.

Previous wording

We incurred product promotional costs of $155 thousand during the six months ended June 30, 2024, related primarily to BolaWrap 150 demonstration products and the cost of training products and accessories delivered to law enforcement agencies that were expensed as marketing costs. We are responding to increased demand for training as a result of expanded product and brand awareness and increased successful field use by agencies but, due to increased awareness, expect reductions in product promotional costs throughout 2024.

Current wording

We incurred product promotional costs of $101 thousand during the nine months ended September 30, 2024, related primarily to BolaWrap 150 demonstration products and the cost of training products and accessories delivered to law enforcement agencies that were expensed as marketing costs. We are responding to increased demand for training as a result of expanded product and brand awareness and increased successful field use by agencies but, due to increased awareness, expect reductions in product promotional costs throughout 2024.

Previous wording

On June 30, 2024, we had backlog of $260 thousand expected to be delivered in the third quarter of 2024. Distributor and customer orders for future deliveries are generally subject to modification, rescheduling or, in some instances, cancellation in the normal course of business.

Current wording

On September 30, 2024, we had backlog of $260 thousand expected to be delivered in the fourth quarter of 2024. Distributor and customer orders for future deliveries are generally subject to modification, rescheduling or, in some instances, cancellation in the normal course of business.

Previous wording

Our gross profit for the six months ended June 30, 2024, was $1.8 million, or a gross margin of 60%. Our gross profit for the six months ended June 30, 2023, was $1.0 million, or a gross margin of 53%. The increase in gross profit represented a 78% increase over prior year as a result of higher volume of the Bola Wrap 150 product with higher margins as compared to previous production due to design changes and improved as well as the added high-margin revenue from the Company’s Intrensic acquisition in August 2023.

Current wording

Our gross profit for the nine months ended September 30, 2024, was $2.1 million, or a gross margin of 56%. Our gross profit for the nine months ended September 30, 2023, was $3.2 million, or a gross margin of 58%. The 36% year-over-year decrease in gross profit was a result of higher volumes of the BolaWrap 150 product sold to EMEA distributors in 2023 that were slightly offset by the added high-margin revenue from the Company’s Intrensic acquisition in August 2023.

Previous wording

As our revenue history is limited, historical margins may not accurately reflect future margins. However, we expect higher margins with the production of the BolaWrap 150 compared to previous production due to design changes and improved pricing. Our margins are also subject to variations based on the sales channels and product mix through which our products are sold. At present, our cassettes have lower margins than BolaWrap devices. As we scale cassette production, we will look to reduce our costs and drive higher cassette margins. Cassettes were a total of 13% of our overall revenue for the six months ended June 30, 2024, and will continue to grow as a recurring revenue base as more BolaWrap devices are in the field and the usage of BolaWrap increases due to the need of officers to de-escalate earlier to prevent injuries and use of higher levels of force.

Current wording

As our revenue history is limited, historical margins may not accurately reflect future margins. However, we expect higher margins with the production of the BolaWrap 150 compared to previous production due to design changes and improved pricing. Our margins are also subject to variations based on the sales channels and product mix through which our products are sold. At present, our cassettes have lower margins than BolaWrap devices. As we scale cassette production, we will look to reduce our costs and drive higher cassette margins. Cassettes were a total of 13% of our overall revenue for the nine months ended September 30, 2024, and will continue to grow as a recurring revenue base as more BolaWrap devices are in the field and the usage of BolaWrap increases due to the need of officers to de-escalate earlier to prevent injuries and use of higher levels of force.

Previous wording

Selling, general and administrative*(*“SG&A”) expense of $7.7 million for the six months ended June 30, 2024 decreased by $591 thousand, when compared to $8.3 million for the six months ended June 30, 2023, as a result of the Company’s cost containment initiatives enacted beginning during the first half of 2024 as well as a reduction in share-based compensation, offset by increased occupancy expenses related to the new the office space.

Current wording

SG&A expense of $11.0 million for the nine months ended September 30, 2024, decreased by $1.6 million when compared to $12.6 million for the nine months ended September 30, 2023, as a result of the Company’s cost containment initiatives enacted beginning in the first half of 2024 offset by increased occupancy expenses related to our new office space.

Previous wording

Share-based compensation costs allocated to SG&A decreased to $856 thousand for the six months ended June 30, 2024, compared to $1.6 million for the six months ended June 30, 2023. This $696 thousand decrease resulted primarily due to changes in management, one-time costs in the prior year period, and changes in the Company’s stock price.

Current wording

Share-based compensation costs allocated to SG&A increased to $1.7 million for the nine months ended September 30, 2024, compared to $1.4 million for the nine months ended September 30, 2023. This $331 thousand increase resulted primarily due to changes in management and changes in the Company’s stock price.

Previous wording

Salaries and burden costs of $1.0 million for the six months ended June 30, 2024, was a $534 thousand decrease compared to the six months ended June 30, 2023. During six months ended June 30, 2024, as compared to the six months ended June 30, 2023, we increased our occupancy costs by $336 thousand, professional fees by $115 thousand and our digital marketing costs by $117 thousand. We expect expenditures for SG&A expense in 2024 to be lower than 2023 as a result of the Company’s cost containment initiatives enacted in the first half of 2024.

Current wording

Salaries and burden costs of $3.2 million for the nine months ended September 30, 2024, was a $1.4 million decrease compared to the nine months ended September 30, 2023. During the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023, we increased our occupancy costs by $615 thousand, which was offset by a reduction of professional fees by $807 thousand and travel and entertainment costs by $211 thousand. We expect expenditures for SG&A expense in 2024 to be lower than 2023 as a result of the Company’s cost containment initiatives enacted beginning in the first half 2024.

Previous wording

Advertising and promotion costs were $470 thousand for the six months ended June 30, 2024, or an increase of $25 thousand as compared to $445 thousand during the six months ended June 30, 2023. The increase in advertising costs was related to increases in video and testimonial costs offset by reductions trade shows and other cost containment efforts.

Current wording

Advertising and promotion costs were $552 thousand for the nine months ended September 30, 2024, or a decrease of $117 thousand as compared to $669 thousand for the nine months ended September 30, 2023. The decrease in advertising costs was related to decreases in video and testimonial costs as well as reductions in trade shows and other cost containment efforts.

Previous wording

Research and development expense decreased by $639 thousand for the six months ended June 30, 2024, when compared to the six months ended June 30, 2024. We incurred a $156 thousand period over period decrease in compensation expense allocated to research and development expense as a result of personnel changes along with a $230 thousand period over period decrease in share-based compensation expense allocated to research and development expense as a result of personnel changes. Outside consulting costs decreased by $93 thousand and material costs were lower by $68 thousand for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023.

Current wording

Research and development expense decreased by $723 thousand for the nine months ended September 30, 2024, when compared to the nine months ended September 30, 2024. We incurred a $130 thousand period over period decrease in compensation expense allocated to research and development expense as a result of personnel changes along with a $165 thousand period over period decrease in share-based compensation expense allocated to research and development expense as a result of personnel changes. Outside consulting costs decreased by $101 thousand and material costs were lower by $128 thousand for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023.

Previous wording

Loss from operations of $7.3 million during the six months ended June 30, 2024, represents a reduction of $2.0 million compared to loss from operations of $9.3 million during the six months ended June 30, 2023, reflecting increased margin and the focus on reducing operating costs.

Current wording

Loss from operations of $10.9 million during the nine months ended September 30, 2024, represents a reduction of $1.2 million compared to loss from operations of $12.1 million during the nine months ended September 30, 2023, reflecting increased focus on reducing operating costs.

Previous wording

We have experienced net losses and negative cash flows from operations since our inception. As of June 30, 2024, we had cash and cash equivalents of $4.6 million, negative working capital of $1.1 million primarily reflecting the $12.8 million value of the Series A Warrants recorded in connection with the issuance of the Series A Preferred Stock in July 2023, and had sustained cumulative losses attributable to stockholders of $99.0 million. Our working capital net of the warrants-short term at June 30, 2024 was $5.8 million lower compared to December 31, 2023, as a result of operating losses of $7.3 million for the period. Our working capital as of June 30, 2024, was negatively affected by the continued operating losses during the prior twelve months. We believe we have sufficient capital to fund our operations for the next twelve months. However, liquidity constraints and access to capital markets could still negatively affect our liquidity and may require changes to our investment strategy.

Current wording

We have experienced net losses and negative cash flows from operations since our inception. As of September 30, 2024, we had cash and cash equivalents of $4.9 million, working capital of $1.6 million including the $7.2 million value of the Series A Warrants recorded in connection with the issuance of the Series A Preferred Stock in July 2023, and had sustained cumulative losses attributable to stockholders of $97.3 million. Our working capital net of the warrants-short term at September 30, 2024 was $8.6 million lower compared to December 31, 2023, primarily as a result of operating losses of $10.9 million for the period. Our working capital as of September 30, 2024 was negatively affected by the continued operating losses during the prior twelve months. We believe we have sufficient capital to fund our operations for the next twelve months following this Report. However, liquidity constraints and access to capital markets could still negatively affect our liquidity and may require changes to our investment strategy.

Previous wording

On June 29, 2023, the Company entered into a Series Purchase Agreement (“Series A Purchase Agreement”) with certain accredited investors, including the Company’s Executive Chairman and Chief Executive Officer (collectively, the “Series A Investors”), pursuant to which it agreed to sell to the Series A Investors in a registered direct offering (the “Series A Offering”) (i) an aggregate of 10,000 shares of Series A Preferred Stock, initially convertible into up to 6,896,553 shares of the Company’s Common Stock, at an initial conversion price of $1.45, and (ii) warrants (the “Series A Warrants”) to acquire up to an aggregate of 6,896,553 shares of Common Stock (the “Series A Warrant Shares”). The conversion price of the Series A Preferred Stock is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable conversion price (subject to certain exceptions). The closing of the Series A Offering occurred on July 3, 2023. The aggregate gross proceeds from the Series A Offering were $10 million. The Company expects to use the net proceeds from the Series A Offering for general corporate purposes.

Current wording

On June 29, 2023, the Company entered into a Series Purchase Agreement (“Series A Purchase Agreement”) with certain accredited investors, including the Company’s Executive Chairman and Chief Executive Officer (collectively, the “Series A Investors”), pursuant to which it agreed to sell to the Series A Investors in a registered direct offering (the “Series A Offering”) (i) an aggregate of 10,000 shares of Series A Preferred Stock, initially convertible into up to 6,896,553 shares of the Company’s Common Stock, at an initial conversion price of $1.45 per share, and (ii) warrants (the “Series A Warrants”) to acquire up to an aggregate of 6,896,553 shares of Common Stock (the “Series A Warrant Shares”). The conversion price of the Series A Preferred Stock is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable conversion price (subject to certain exceptions). The closing of the Series A Offering occurred on July 3, 2023. The aggregate gross proceeds from the Series A Offering were $10 million. The Company expects to use the net proceeds from the Series A Offering for general corporate purposes.

Previous wording

The terms of the Series A Preferred Stock are as set forth in the form of Certificate of Designations of the Series A Preferred Stock. The Series A Preferred Stock is convertible into shares of Common Stock (the “Conversion Shares”) at the election of the holder at any time at an initial conversion price of $1.45 (the “Conversion Price”). The Conversion Price is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable Conversion Price (subject to certain exceptions).

Current wording

The terms of the Series A Preferred Stock are as set forth in the form of Certificate of Designations of the Series A Preferred Stock. The Series A Preferred Stock is convertible into shares of Common Stock (the “Conversion Shares”) at the election of the holder at any time at an initial conversion price of $1.45 per share (the “Conversion Price”). The Conversion Price is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable Conversion Price (subject to certain exceptions).

Previous wording

The Series A Preferred Stock cannot be converted to Common Stock if the holder, other than Scot Cohen, V4 Global LLC or their transferees, and its affiliates would beneficially own more than 4.99%, or 9.99% at the election of the holder, of the outstanding Common Stock. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99% upon notice to us, provided that any increase in this limitation will not be effective until 61 days after such notice from the holder to us and such increase or decrease will apply only to the holder providing such notice.

Current wording

Other than Scot Cohen, V4 Global LLC or their transferees, a holder of Series A Preferred Stock cannot convert shares of its Series A Preferred Stock into shares of Common Stock if the holder and its affiliates would beneficially own more than 4.99%, or 9.99% at the election of the holder, of the outstanding Common Stock after giving effect to the conversion. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99% upon notice to us, provided that any increase in this limitation will not be effective until 61 days after such notice from the holder to us and such increase or decrease will apply only to the holder providing such notice.

Previous wording

Except as required by law (including without limitation, the Delaware General Corporation Law (the “DGCL”)), the holders of the Series A Preferred Stock are entitled to vote with holders of the Common Stock on as as-converted basis, with the number of votes to which each holder of Series A Preferred Stock is entitled to be calculated assuming a conversion price of $1.414 per share, which was the Minimum Price (as defined in Rule 5635 of the Rule of the Nasdaq Stock Market) applicable immediately before the execution and delivery of the Series A Purchase Agreement, subject to certain beneficial ownership limitations as set forth in the Series A Certificate of Designations. To the extent that under the DGCL the vote of the holders of shares of Series A Preferred Stock, voting separately as a class or series, as applicable, is required to authorize a given action of the Company, the affirmative vote or consent of a majority of the outstanding shares of Series A Preferred Stock, voting together in the aggregate and not in separate series unless required under the DGCL, represented at a duly held meeting at which a quorum is presented or by written consent of such majority (except as otherwise may be required under the DGCL) shall constitute the approval of such action by both the class or the series, as applicable.

Current wording

Except as required by law (including without limitation, the Delaware General Corporation Law (the “DGCL”)), the holders of the Series A Preferred Stock are entitled to vote with holders of the Common Stock on as as-converted basis, with the number of votes to which each holder of Series A Preferred Stock is entitled to be calculated assuming a conversion price of $1.414 per share, which was the Minimum Price applicable immediately before the execution and delivery of the Series A Purchase Agreement, subject to certain beneficial ownership limitations as set forth in the Certificate of Designations. To the extent that under the DGCL the vote of the holders of shares of Series A Preferred Stock, voting separately as a class or series, as applicable, is required to authorize a given action of the Company, the affirmative vote or consent of a majority of the outstanding shares of Series A Preferred Stock, voting together in the aggregate and not in separate series unless required under the DGCL, represented at a duly held meeting at which a quorum is present or by written consent of such majority (except as otherwise may be required under the DGCL) shall constitute the approval of such action by both the class or the series, as applicable.

Previous wording

On August 19, 2024, the Company entered into an Amendment Agreement (the “Series A Amendment”) with the Required Holders (as defined in the Certificate of Designations). Pursuant to the Series A Amendment, the Required Holders agreed that (A) the unpaid and accrued dividends on the Series A Preferred Stock due July 1, 2024 (the “July Delinquent Dividend Amount”), shall be payable, at the option of the Company, in (i) cash and/or (ii) shares of Common Stock, at a price per share of Common Stock equal to the lower of (x) $1.00 and (y) the Dividend Conversion Price (as defined in the Certificate of Designations), using July 1, 2024, as the applicable date of determination in accordance with the Certificate of Designations; (B) the dividends due on October 1, 2024 (the “October Dividend Amount” and, together with the July Delinquent Dividend Amount, the “Delinquent Dividend Amounts”), shall be payable in shares of Common Stock based on a per share price of Common Stock equal to 80% of the arithmetic average of the three (3) lowest closing sale prices of the Common Stock during the month of September 2024; and (C) such Delinquent Dividend Amounts and any Dividend Balance Shares (as defined in the Certificate of Designations), with respect thereto, if applicable, shall be delivered on October 1, 2024. The Company and the Required Holders further agreed pursuant to the Series A Amendment to amend (i) the Certificate of Designations, as described below, by filing a Certificate of Amendment to the Certificate of Designations (the “Certificate of Amendment”) and (ii) the Series A Purchase Agreement to amend the definition of “Excluded Securities.”

Current wording

On August 19, 2024, the Company entered into an Amendment Agreement (the “Series A Amendment”) with the Required Holders (as defined in the Certificate of Designations). Pursuant to the Series A Amendment, the Required Holders agreed that (A) the unpaid and accrued dividends on the Series A Preferred Stock due July 1, 2024 (the “July Delinquent Dividend Amount”), shall be payable, at the option of the Company, in (i) cash and/or (ii) shares of Common Stock, at a price per share of Common Stock equal to the lower of (x) $1.00 and (y) the Dividend Conversion Price (as defined in the Certificate of Designations), using July 1, 2024, as the applicable date of determination in accordance with the Certificate of Designations; (B) the dividends due on October 1, 2024 (the “October Dividend Amount” and, together with the July Delinquent Dividend Amount, the “Delinquent Dividend Amounts”), shall be payable in shares of Common Stock based on a per share price of Common Stock equal to 80% of the arithmetic average of the three (3) lowest closing sale prices of the Common Stock during the month of September 2024; and (C) such Delinquent Dividend Amounts and any Dividend Balance Shares (as defined in the Certificate of Designations), with respect thereto, if applicable, shall be delivered on October 1, 2024 and the Pre-Dividend Shares (as defined in the Certificate of Designations) with respect to each of the July Delinquent Dividend Amount and the October Dividend Amount, if applicable, shall be delivered to the Series A Investors on or prior to the twenty-first (21st) trading day prior to October 1, 2024. The Company and the Required Holders further agreed pursuant to the Series A Amendment to amend (i) the Certificate of Designations, as described below, by filing a Certificate of Amendment to the Certificate of Designations (the “Certificate of Amendment”) and (ii) the Series A Purchase Agreement to amend the definition of “Excluded Securities.”