UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~June 30, ~~2021~~2022

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-15751

eMAGIN CORPORATION

(Exact name of registrant as specified in its charter)


Delaware	56-1764501
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

700 South Drive, Suite 201, Hopewell Junction, NY 12533

(Address of principal executive offices) (Zip Code)

(845) 838-7900

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.001 Par Value Per Share	EMAN	NYSE American

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ¨		Smaller Reporting Company þ
Accelerated filer ¨		Emerging growth company ¨
Non-accelerated Filer þ

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ¨ No þ

As of ~~October 31, 2021,~~July 27, 2022 there were ~~72,679,686~~76,680,029 common shares at $0.001 par value per share of the registrant outstanding.

‎

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		Page
PART I - FINANCIAL INFORMATION
Item 1	Condensed Consolidated Financial Statements
	Condensed Consolidated Balance Sheets as of ~~September~~June 30, ~~2021~~2022 (unaudited) and December 31, ~~2020~~2021	5
	Condensed Consolidated Statements of Operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 (unaudited)	6
	Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 (unaudited)	7
	Condensed Consolidated Statements of Cash Flows for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 (unaudited)	8
	Notes to Condensed Consolidated Financial Statements (unaudited)	9
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2423
Item 3	Quantitative and Qualitative Disclosures About Market Risk	3128
Item 4	Controls and Procedures	3128

PART II - OTHER INFORMATION
Item 1	Legal Proceedings	3229
Item 1A	Risk Factors	3229
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	3329
Item 3	Defaults Upon Senior Securities	3329
Item 4	Mine Safety Disclosures	3329
Item 5	Other Information	3329
Item 6	Exhibits	3430
SIGNATURES		3431

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STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q, or Report, contains forward-looking statements that are based on our management’s belief and assumptions and on information currently available to our management. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these statements relate to future events or our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of these terms or other comparable terminology. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect our results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed in the section entitled “Risk Factors” in this Report and in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020.~~2021. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance. You should read this Report and the documents that we reference in this Report and have filed with the Securities and Exchange Commission, or the SEC, as exhibits to this Report, completely and with the understanding that our actual future results may be materially different from any future results expressed or implied by these forward-looking statements.

~~In particular,~~Important factors, among others, that may affect the future results expressed or implied by forward-looking statements in this Report ~~include statements about:~~include:

our ability to generate sufficient cash flows and obtain the additional financing we need in order to continue as a going concern;

our ability to generate additional revenue or secure additional financing when required, in order to continue our current operations;

our ability to manufacture our products on a timely basis and at a competitive cost;

our ability to successfully remediate manufacturing issues that have resulted in production delays and successfully integrate new equipment on our manufacturing line;

our ability to achieve our yield improvement ~~initiatives;~~initiatives and successfully manage any variations in our production yields;

our ability to meet our obligations as they become due over the next twelve months;

our needs for additional financing, as well as our ability to obtain such additional financing on reasonable terms and the interest rate and expense we incur on any debt financing;

the potential impact of semiconductor industry supply chain shortages and increased demand on the availability of the raw materials we need for production;

the potential impact of prolonged inflation and supply chain disruptions on our revenues, cost of goods and margins;

our ability to maintain our operations as a result of potential employee, customer and supplier disruptions caused by the COVID-19 pandemic ~~on our business;~~or any resurgences and quarantine restrictions;

any impacts related to the war in Ukraine;

our anticipated cash needs and our estimates regarding our capital requirements;

our ability to repay our indebtedness pursuant to the asset based lending, or ABL, ~~facility;~~

~~changes~~facility, the impact of the covenants contained in ~~demand by original equipment manufacturer,~~our ABL facility on our ability to operate our business, and our ability to extend or OEM, customers for advanced microdisplays, limited availability of products provided by suppliers and foundries, high costs of raw materials, pricing pressure brought by the marketplace or governmental customers and other factors that impact the commercial, military and consumer markets in which we operate;renew our ABL facility;

our ability to maintain our relationships with customers and vendors;

our ability to protect our intellectual property;

our ability to successfully develop and market our products to customers;

our ability to generate customer demand for our products in our target ~~markets;~~markets and successfully balance such demand with capacity;

the development of our target markets and market opportunities, including the consumer market;

technological developments in our target markets and the development of alternate, competing technologies in them;

the rate of acceptance of augmented reality/virtual reality, or AR/VR, systems and products in the consumer and commercial marketplace;

our ability to maintain and protect our information technology systems and prevent security breaches and other disruptions that could compromise our information technology systems or expose us to liability;

our potential exposure to product liability claims;

whether amounts included in our backlog result in actual revenue or translate into profits for us;

our ability to meet customers’ delivery schedules;

market pricing for our products and for competing products;

the impact of the majority holder of our Series B convertible stock, being able to prevent us from entering into significant corporate transactions, including certain capital raising transactions;

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changes in demand by original equipment manufacturer, or OEM, customers for advanced microdisplays, limited availability of suppliers and foundries, high costs of raw materials, pricing pressure brought by the marketplace or governmental customers and other factors that impact the commercial, military and consumer markets in which we operate;

changes in federal budget priorities and the timing of government funding and its potential impact on customer buying decision

increasing competition;

our ability to satisfy the requirements and milestones imposed as conditions to the receipt of the government awards we have received and to otherwise comply with the terms of government ~~awards;~~awards we receive; and

provisions in certain of our organizational documents, commercial agreements, government awards, and our military contracts that may prevent or delay an acquisition of, partnership with, or investment in us and our ability to develop original equipment manufacturer and mass production ~~partnerships; and~~

~~our ability to maintain our operations as a result of potential employee, customer and supplier disruptions caused by the COVID-19 pandemic or any resurgences and quarantine restrictions.~~

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partnerships.

The forward-looking statements in this Report represent our views as of the date of this Report. We anticipate that subsequent events and developments may cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so except to the extent required by applicable law. Therefore, these forward-looking statements do not represent our views as of any date other than the date of this Report.

In this Report, references to “eMagin Corporation,” “eMagin,”, “we,” “us,” and “our company” refer to eMagin Corporation and our wholly owned subsidiary, Virtual Vision, Inc. ~~References to “Consumer Night Vision Business” refers to our former consumer night vision products business, which we exited in 2018.~~

eMagin® is a registered trademark of eMagin Corporation. dPd^TM is an unregistered trademark of eMagin. All other trademarks used in this ~~Annual~~ Report are the property of their respective owners.

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ITEM 1. Financial Statements

eMAGIN CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(unaudited)


	September 30,		December 31,		June 30,		December 31,
	2021		2020		2022		2021
ASSETS
Current assets:
Cash and cash equivalents	$	7,337	$	8,315	$	4,290	$	5,724
Restricted cash		1,272		2,111		511		806
Accounts receivable, net		4,345		5,314		5,020		4,488
Account receivable-due from government awards		204		1,013		367		292
Unbilled accounts receivable		1,173		253		1,318		1,102
Inventories		7,917		8,379		7,661		7,632
Prepaid expenses and other current assets		723		943		672		691
Total current assets		22,971		26,328		19,839		20,735
Property, plant and equipment, net		29,344		21,132		37,499		30,483
Operating lease right - of - use assets		5		50		84		113
Intangibles and other assets		39		126		33		37
Total assets	$	52,359	$	47,636	$	57,455	$	51,368

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	988	$	1,206	$	1,160	$	1,348
Accrued compensation		2,005		1,628		2,181		1,664
Paycheck Protection Program loan - current		—		982
Revolving credit facility, net		1,992		1,875		2,087		1,974
Common stock warrant liability		4,446		4,622		2		1,374
Other accrued expenses		476		1,693		391		722
Deferred revenue		65		425		114		54
Operating lease liability - current		5		51		63		60
Finance lease liability - current		1,138		1,027		1,127		1,133
Other current liabilities		747		757		366		608
Total current liabilities		11,862		14,266		7,491		8,937
Other liability - long term		28		56		28		28
Paycheck Protection Program loan - long term		—		982
Deferred Income - government awards - long term		12,072		4,309
Deferred income - government awards - long term						19,161		12,458
Operating lease liability - long term						22		54
Finance lease liability - long term		11,641		11,783		11,647		11,647
Total liabilities		35,603		31,396		38,349		33,124

Commitments and contingencies (Note 8)

Shareholders’ equity:
Preferred stock, $0.001 par value: authorized 10,000,000 shares:
Series B Convertible Preferred stock, (liquidation preference of $5,659) stated value $1,000 per share, $0.001 par value: 10,000 shares designated and 5,659 issued and outstanding as of September 30, 2021 and December 31, 2020.		—		—
Common stock, $0.001 par value: authorized 200,000,000 shares, issued 72,697,697 shares, outstanding 72,535,631 shares as of September 30, 2021 and issued 68,890,819 shares, outstanding 68,728,753 shares as of December 31, 2020.		72		69
Series B Convertible Preferred stock, (liquidation preference of $5,659) stated value $1,000 per share, $0.001 par value: 10,000 shares designated and 5,659 issued and outstanding as of June 30, 2022 and December 31, 2021.						—		—
Common stock, $0.001 par value: authorized 200,000,000 shares, issued 75,621,126 shares, outstanding 75,459,060 shares as of June 30, 2022 and issued 72,931,490 shares, outstanding 72,769,424 shares as of December 31, 2021.						75		72
Additional paid-in capital		275,592		268,729		278,372		275,936
Accumulated deficit		(258,408)		(252,058)		(258,841)		(257,264)
Treasury stock, 162,066 shares as of September 30, 2021 and December 31, 2020.		(500)		(500)
Treasury stock, 162,066 shares as of June 30, 2022 and December 31, 2021.						(500)		(500)
Total shareholders’ equity		16,756		16,240		19,106		18,244
Total liabilities and shareholders’ equity	$	52,359	$	47,636	$	57,455	$	51,368

See notes to Condensed Consolidated Financial Statements.

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eMAGIN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share data)

(unaudited)


	Three Months Ended				Nine Months Ended				Three Months Ended				Six Months Ended
	September 30,				September 30,				June 30,				June 30,
	2021		2020		2021		2020		2022		2021		2022		2021
Revenues:
Product	$	5,313	$	6,978	$	17,160	$	18,872	$	7,026	$	5,742	$	14,053	$	11,847
Contract		469		333		1,674		2,870		133		537		464		1,205
Total revenues, net		5,782		7,311		18,834		21,742		7,159		6,279		14,517		13,052

Cost of revenues:
Product		4,962		5,385		15,135		15,153		5,522		5,466		10,309		10,173
Contract		261		234		861		1,487		68		242		150		600
Total cost of revenues		5,223		5,619		15,996		16,640		5,590		5,708		10,459		10,773

Gross profit		559		1,692		2,838		5,102		1,569		571		4,058		2,279

Operating expenses:
Research and development		1,669		1,734		5,299		4,313		1,457		1,788		2,941		3,630
Selling, general and administrative		2,203		1,824		5,717		5,334		1,904		1,690		4,074		3,514
Total operating expenses		3,872		3,558		11,016		9,647		3,361		3,478		7,015		7,144

Loss from operations		(3,313)		(1,866)		(8,178)		(4,545)		(1,792)		(2,907)		(2,957)		(4,865)

Other (expense) income:
Change in fair value of common stock warrant liability		4,742		(1,803)		176		(3,304)		226		2,642		1,372		(4,566)
Interest expense, net		(210)		(10)		(625)		(45)		(225)		(205)		(439)		(415)
Gain on forgiveness of debt		—		—		1,963		—		—		—		—		1,963
Other income, net		87		148		314		163		351		192		447		227
Total other income (expense)		4,619		(1,665)		1,828		(3,186)		352		2,629		1,380		(2,791)
Income (loss) before provision for income taxes		1,306		(3,531)		(6,350)		(7,731)
Loss before provision for income taxes										(1,440)		(278)		(1,577)		(7,656)
Income taxes		—		—		—		—		—		—		—		—

Net income (loss)	$	1,306	$	(3,531)	$	(6,350)	$	(7,731)
Less net income allocated to participating securities		268		—		—		—
Net income (loss) allocated to common shares	$	1,038	$	(3,531)	$	(6,350)	$	(7,731)
Net loss									$	(1,440)	$	(278)	$	(1,577)	$	(7,656)

Income (loss) per share, basic	$	0.01	$	(0.06)	$	(0.09)	$	(0.14)
Loss per share, diluted	$	(0.05)	$	(0.06)	$	(0.09)	$	(0.14)
Loss per share, basic and diluted									$	(0.02)	$	0.00	$	(0.02)	$	(0.11)

Weighted average number of shares outstanding:
Basic		72,527,479		57,735,846		71,675,336		54,450,815

Diluted		73,861,952		57,735,846		73,416,993		54,450,815
Basic and Diluted										73,895,212		72,193,205		73,368,347		71,238,060

See notes to Condensed Consolidated Financial Statements.

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eMAGIN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDER’S EQUITY

(In thousands, except share data)

(unaudited)

Preferred Shares
Preferred Stock
Common Shares
Common Stock
Additional Paid-in Capital
Accumulated Deficit
Treasury Stock
Total Shareholders’ Equity
Balance, December 31, 2020
5,659
$
—
68,890,819
$
69
$
268,729
$
(252,058)
$
(500)
$
16,240
Exercise of options
—
—
227,792
—
364
—
—
364
Stock based compensation
—
—
—
—
13
—
—
13
Exercise of common stock warrants
—
—
3,019,247
3
5,059
—
—
5,062
Net loss
—
—
—
—
—
(7,378)
—
(7,378)
Balance, March 31, 2021
5,659
$
—
72,137,858
$
72
$
274,165
$
(259,436)
$
(500)
$
14,301
Exercise of options
—
—
203,459
—
381
—
—
381
Stock based compensation
—
—
—
—
37
—
—
37
Exercise of common stock warrants
—
—
324,413
—
590
—
—
590
Net loss
—
—
—
—
—
(278)
—
(278)
Balance, June 30, 2021
5,659
$
—
72,665,730
$
72
$
275,173
$
(259,714)
$
(500)
$
15,031
Exercise of options
—
—
15,300
—
—
—
—
—
Stock based compensation
—
—
16,667
—
419
—
—
419
Net income
—
—
—
—
—
1,306
—
1,306
Balance, September 30, 2021
5,659
$
—
72,697,697
$
72
$
275,592
$
(258,408)
$
(500)
$
16,756


	Preferred Shares		Preferred Stock		Common Shares		Common Stock		Additional Paid-in Capital		Accumulated Deficit		Treasury Stock		Total Shareholders’ Equity
Balance, December 31, 2021		5,659	$	—		72,931,490	$	72	$	275,936	$	(257,264)	$	(500)	$	18,244
Stock based compensation		—		—		—		—		165		—		—		165
Public offering of common shares, net of offering costs		—		—		405,086		—		460		—		—		460
Net loss		—		—		—		—		—		(137)		—		(137)
Balance, March 31, 2022		5,659	$	—		73,336,576	$	72	$	276,561	$	(257,401)	$	(500)	$	18,732
Vesting of RSUs						110,608		—		—		—		—		—
Stock based compensation		—		—		—		—		214		—		—		214
Public offering of common shares, net of offering costs		—		—		2,173,942		3		1,597		—		—		1,600
Net loss		—		—		—		—		—		(1,440)		—		(1,440)
Balance, June 30, 2022		5,659	$	—		75,621,126	$	75	$	278,372	$	(258,841)	$	(500)	$	19,106


	Preferred Shares		Preferred Stock		Common Shares		Common Stock		Additional Paid-in Capital		Accumulated Deficit		Treasury Stock		Total Shareholders’ Equity		Preferred Shares		Preferred Stock		Common Shares		Common Stock		Additional Paid-in Capital		Accumulated Deficit		Treasury Stock		Total Shareholders’ Equity
Balance, December 31, 2019		5,659	$	—		50,250,378	$	50	$	258,767	$	(240,610)	$	(500)	$	17,707
Balance, December 31, 2020																		5,659	$	—		68,890,819	$	69	$	268,729	$	(252,058)	$	(500)	$	16,240
Exercising of options																		—		—		227,792		—		364		—		—		364
Stock based compensation		—		—		—		—		43		—		—		43		—		—		—		—		13						13
Public offering of common shares, net of offering costs		—		—		3,730,540		4		1,548		—		—		1,552
Net loss		—		—		—		—		—		(1,369)		—		(1,369)
Balance, March 31, 2020		5,659	$	—		53,980,918	$	54	$	260,358	$	(241,979)	$	(500)	$	17,933
Stock based compensation		—		—		—		—		44		—		—		44
Public offering of common shares, net of offering costs		—		—		3,408,913		3		1,756		—		—		1,759
Exercise of common stock warrants		—		—		4,017,500		4		36		—		—		40		—		—		3,019,247		3		5,059		—		—		5,062
Net loss		—		—		—		—		—		(2,831)		—		(2,831)		—		—		—		—		—		(7,378)		—		(7,378)
Balance, June 30, 2020		5,659	$	—		61,407,331	$	61	$	262,194	$	(244,810)	$	(500)	$	16,945
Balance, March 31, 2021																		5,659	$	—		72,137,858	$	72	$	274,165	$	(259,436)	$	(500)	$	14,301
Exercising of options																		—		—		203,459		—		381		—		—		381
Stock based compensation		—		—		—		—		60		—		—		60		—		—		—		—		37		—		—		37
Public offering of common shares, net of offering costs		—		—		6,135,991		7		6,466		—		—		6,473
Exercise of common stock warrants		—		—		118,346		0		—		—		—		0		—		—		324,413		—		590		—		—		590
Net loss		—		—		—		—		—		(3,531)		—		(3,531)		—		—		—		—		—		(278)		—		(278)
Balance, September 30, 2020		5,659	$	—		67,661,668	$	68	$	268,720	$	(248,341)	$	(500)	$	19,947
Balance, June 30, 2021																		5,659	$	—		72,665,730	$	72	$	275,173	$	(259,714)	$	(500)	$	15,031

See notes to Condensed Consolidated Financial Statements.

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eMAGIN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(unaudited)


	Nine Months Ended				Six Months Ended
	September 30,				June 30,
	2021		2020		2022		2021
Cash flows from operating activities:
Net loss	$	(6,350)	$	(7,731)	$	(1,577)	$	(7,656)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		2,110		1,487		1,671		1,427
Change in fair value of common stock warrant liability		(176)		3,304		(1,372)		4,566
Gain on forgiveness of debt		(1,963)		—		—		(1,963)
Stock-based compensation		469		147		379		50
Amortization of operating lease right-of-use assets		45		563		29		30
Changes in operating assets and liabilities:
Accounts receivable		1,778		788		(607)		3,133
Unbilled accounts receivable		(920)		124		(216)		(530)
Inventories		462		699		(29)		246
Prepaid expenses and other current assets		220		(666)		19		148
Deferred revenues		(360)		116		60		(339)
Operating lease liabilities		(46)		(588)		(29)		(30)
Accounts payable, accrued expenses, and other current liabilities		(1,964)		63		(173)		(1,134)
Net cash used in operating activities		(6,695)		(1,694)		(1,845)		(2,052)
Cash flows from investing activities:
Purchase of equipment		(729)		(946)		(1,128)		(501)
Purchase of equipment, government grant		(9,393)		(582)		(7,418)		(5,198)
Net cash used in investing activities		(10,122)		(1,528)		(8,546)		(5,699)
Cash flows from financing activities:
Repayments under revolving line of credit, net		117		(2,401)
Borrowings (repayments) under revolving line of credit, net						113		(1,470)
Proceeds from public offering, net		—		9,784		2,060		—
Proceeds from Paycheck Protection Program loan		—		1,963
Change in finance lease liabilities		(225)		—		(144)		(158)
Proceeds from government grant		8,711		2,404		6,633		4,615
Proceeds from warrant exercise		5,652		40		—		5,652
Proceeds from exercise of stock options		745		—		—		745
Net cash provided by financing activities		15,000		11,790		8,662		9,384
Net (decrease) increase in cash, cash equivalents, and restricted cash		(1,817)		8,568		(1,729)		1,633
Cash, cash equivalents, and restricted cash, beginning of period		10,426		3,515		6,530		10,426
Cash, cash equivalents, and restricted cash, end of period	$	8,609	$	12,083	$	4,801	$	12,059
Cash, cash equivalents, end of period		7,337		10,283		4,290		10,568
Restricted cash, end of period		1,272		1,800		511		1,491

Supplementary Cash Flow Information
Cash paid for interest	$	625	$	52	$	439	$	210
Cash paid for income taxes	$	—	$	—	$	—	$	—

Non-cash activities:
Right-of-use assets obtained in exchange for finance lease liabilities	$	194	$	—	$	137	$	108

See notes to Condensed Consolidated Financial Statements.

‎

Table of Contents

eMAGIN CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Description of the Business and Summary of Significant Accounting Policies

The Business

eMagin Corporation, or the Company, designs, develops, manufactures and markets Active Matrix organic light emitting diode, or OLED, -on-silicon microdisplays used in military and commercial AR/VR devices and other near-eye imaging products which utilize OLED microdisplays. The Company’s products are sold mainly in North America, Asia, and Europe.

Basis of Presentation

In the opinion of management, the accompanying unaudited interim Condensed Consolidated Financial Statements of eMagin Corporation and its subsidiary reflect all adjustments, including normal recurring accruals, necessary for a fair presentation. All significant intercompany balances and transactions have been eliminated in consolidation. The Company manages its operations on a consolidated, integrated basis in order to optimize its equipment and facilities and to effectively service its global customer base and concludes that it operates in a single business segment. Certain information and footnote disclosure normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States, or GAAP, have been condensed or omitted pursuant to instructions, rules and regulations prescribed by the SEC. These unaudited Condensed Consolidated Financial Statements, and related disclosures, should be read in conjunction with the audited Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021. The results of operations for the periods ended ~~September~~June 30, ~~2021~~2022 are not necessarily indicative of the results to be expected for the full year. The Consolidated Financial Statements as of December 31, ~~2020~~2021 are derived from audited financial statements included in the Company’s ~~Annual Report on~~2021 Form ~~10-K for the year ended December 31, 2020.~~10-K.

Use of estimates

In accordance with GAAP, management utilizes certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments related to, among others, allowance for doubtful accounts, warranty reserves, inventory reserves, stock-based compensation expense, liability classified warrants, percentage of completion of contracts, deferred tax asset valuation allowances, litigation and other loss contingencies. Management bases its estimates and judgments on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.

Intangible Assets – Patents

Acquired patents are recorded at purchase price as of the date acquired and amortized over the expected useful life which is generally the remaining life of the patent.

The total intangible amortization expense was approximately $2 thousand and $6$4 thousand for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021, respectively.

Product warranty

The Company generally offers a one year product replacement warranty. The standard policy is to repair or replace the defective products. The Company accrues for estimated returns of defective products at the time revenue is recognized based on historical activity as well as for specific known product issues. The determination of these accruals requires the Company to make estimates of the frequency and extent of warranty activity and estimate future costs to replace the products under warranty. If the actual warranty activity and/or repair and replacement costs differ significantly from these estimates, adjustments to cost of revenue may be required in future periods.

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Table of Contents

The following table provides a summary of the activity related to the Company's warranty liability included in other current liabilities, during the three and six months ended June 30, 2022 and 2021 (in thousands):


	Three Months Ended				Nine Months Ended				Three Months Ended				Six Months Ended
	September 30,				September 30,				June 30,				June 30,
	2021		2020		2021		2020		2022		2021		2022		2021
Beginning balance	$	705	$	351	$	615	$	300	$	416	$	465	$	519	$	615
Warranty accruals and adjustments		(73)		142		27		201		(127)		242		(227)		100
Warranty claims		(2)		(4)		(12)		(12)		(7)		(2)		(10)		(10)
Ending balance	$	630	$	489	$	630	$	489	$	282	$	705	$	282	$	705

~~Inventories~~

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 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, the Company 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, the Company 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, the Company concluded that measuring output by the number of displays produced per quarter was no longer an accurate measure of productive capacity. The Company determined that measuring output based on the number of wafers produced per quarter was a more appropriate measure of production volume. The Company 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. The Company also believes that fully allocating 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.

In accordance with 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 the Company’s work in process and finished goods inventory as of September 30, 2021, and a corresponding decrease in product costs of goods sold. This decreased the Company’s net loss by $0.7 million and the Company’s 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.

Earnings per Common Share

Basic earnings per share is computed using the weighted average number of common shares outstanding during the period, and excludes any dilutive effects of common stock equivalent shares such as stock options, warrants, restricted stock units and convertible preferred stock. Diluted earnings per share is computed using the weighted average number of common shares outstanding and potentially dilutive common stock equivalent shares outstanding during the period. Common stock equivalent shares are excluded from the computation if their effect is anti-dilutive.

~~Table of Contents~~

The Company’s Series B Convertible Preferred stock, or Preferred Stock – Series B, is considered a participating security as the preferred stock participates in dividends with the common stock, which requires the use of the two-class method when computing basic earnings per share. Diluted earnings per share must be calculated under both the treasury stock and two-class method, and the calculation that results in the most dilutive earnings per share amount for the common stock is reported. The Preferred Stock – Series B is not required to absorb any net loss. Although the Company paid a one-time special dividend in 2012, the Company does not expect to pay dividends on its common or preferred stock in the near future. In accordance with the Preferred Stock – Series B agreements, the conversion price was adjusted to $0.3033 per share in December 2019, and the resultant, if converted common shares are reflected in the table of anti-dilutive common stock equivalents below.

The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share and share data) for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020:~~2021:


	Three Months Ended					Nine Months Ended			Three Months Ended				Six Months Ended
	September 30,				September 30,				June 30,				June 30,
	2021		2020		2021		2020		2022		2021		2022		2021
Net income (loss)	$	1,306	$	(3,531)	$	(6,350)	$	(7,731)
Net Loss									$	(1,440)	$	(278)	$	(1,577)	$	(7,656)
Income allocated to participating securities		268		—		—		—		—		—		—		—
Income (loss) allocated to common shares	$	1,038	$	(3,531)	$	(6,350)	$	(7,731)
Loss allocated to common shares									$	(1,440)	$	(278)	$	(1,577)	$	(7,656)

Change in fair value of warrant liability(1)	$	(4,742)	$	—	$	(176)	$	—	$	—	$	—	$	—	$	—
Income (loss) allocated to common shares ‎ - Diluted	$	(3,704)	$	(3,531)	$	(6,526)	$	(7,731)
Loss allocated to common shares - Diluted									$	(1,440)	$	(278)	$	(1,577)	$	(7,656)

Weighted average common shares outstanding ‎ - Basic		72,527,479		57,735,846		71,675,336		54,450,815		73,895,212		72,193,205		73,368,347		71,238,060
Dilutive effect of liability classified warrants		1,334,473		—		1,741,657		—		—		—		—		—
Weighted average common shares outstanding ‎ - Diluted ⁽¹⁾⁽²⁾		73,861,952		57,735,846		73,416,993		54,450,815
Weighted average common shares outstanding ‎ - Diluted⁽¹⁾										73,895,212		72,193,205		73,368,347		71,238,060

Net income (loss) per share:
Net loss per share:
Basic	$	0.01	$	(0.06)	$	(0.09)	$	(0.14)	$	(0.02)	$	-	$	(0.02)	$	(0.11)
Diluted	$	(0.05)	$	(0.06)	$	(0.09)	$	(0.14)	$	(0.02)	$	-	$	(0.02)	$	(0.11)

(1)For the three ~~and nine~~ months ended ~~September~~June 30, 2022 and 2021, ~~weighted average~~income (loss) allocated to common shares, ~~used for calculating diluted earnings per share includes~~and the ~~effect of liability classified warrants as they have a dilutive effect on earnings per share.~~

~~(2)For the three and nine months ended September 30, 2020,~~ weighted average shares used for calculating basic and diluted earnings per share ~~are~~exclude the ~~same as the inclusion~~assumed impact of exercise liability classified warrants, because it would be anti-dilutive to the earnings per share calculation.

In calculating net income (loss) per share amounts, all shares underlying the potentially dilutive common stock equivalents were excluded from the calculation of diluted net income (loss) per common share in both periods, because their effect was anti-dilutive.

Table of Contents

The following table sets forth the potentially dilutive common stock equivalents for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 that were not included in diluted earnings per share, or EPS, as their effect would be anti-dilutive:


	Three Months Ended					Nine Months Ended			Three Months Ended				Six Months Ended
	September 30,				September 30,				June 30,				June 30,
	2021		2020		2021		2020		2022		2021		2022		2021
Restricted Stock Units		402,099		50,000		402,099		50,000		408,226		435,501		408,226		435,501
Options		3,973,758		4,872,834		3,973,758		4,872,834		3,625,426		3,841,671		3,625,426		3,841,671
Warrants		4,780,447		15,055,773		4,780,447		15,055,773		6,009,374		9,339,816		6,009,374		9,339,816
Convertible preferred stock		18,726,009		18,726,009		18,726,009		18,726,009		18,726,009		18,726,009		18,726,009		18,726,009
Total potentially dilutive common stock equivalents		27,882,313		38,704,616		27,882,313		38,704,616		28,769,035		32,342,997		28,769,035		32,342,997

~~The above table reflects a revision in the potentially dilutive common stock equivalents that were not included in diluted EPS~~ ~~associated~~ with the Company’s Preferred Stock- Series B for the three and nine months ended September 30, 2020, compared to what was previously reported. The Company increased such potentially dilutive common stock equivalents from 7,545,333 to 18,726,009 as a result of previously excluding certain common stock equivalents that would be issued as a result of the Company conducting an equity offering priced below the Preferred Stock- Series B’s conversion price. This correction had no impact on the Company’s financial statements or EPS.

~~Table of Contents~~

Government Funding

The Company accounts for awards received from the U.S. Government for procurement of capital equipment after reviewing the terms of the underlying award contract, and in accordance with contract and equipment purchase milestones and accounting principles for grant accounting. For awards in which the Company will hold title to the underlying equipment, the Company initially records amounts invoiced to the U.S. Government for equipment progress payments on the accompanying Condensed Consolidated Balance Sheets as Deferred Income – Government Awards – long term and Accounts Receivable – due from Government Awards. The Company records such progress payments made to capital equipment vendors in Property, plant and equipment. Amounts recorded in Deferred Income – Government Awards – long term are recognized as Other Income on the accompanying Condensed Consolidated Statement of Operations on a systematic basis as depreciation and other expenses are incurred over the useful life of the capital equipment.

Restricted Cash

The Company accounts for cash received pursuant to U.S. Government funding, that is legally restricted for procurement of capital equipment, as Restricted Cash on the accompanying Condensed Consolidated Balance Sheets. Restricted Cash amounts are received from the U.S. Government in advance of progress payments required for various program related capital equipment purchases and are disbursed by the Company to related equipment vendors.

Fair Value of Financial Instruments

Cash, cash equivalents, accounts receivable, short-term investments and accounts payable are stated at cost, which approximates fair value, due to the short-term nature of these instruments. The asset based lending facility, or the ABL Facility, is also stated at cost, which approximates fair value because the interest rate is based on a market based rate plus a margin. ~~The PPP loan is presented on the Condensed Consolidated Balance Sheet at cost, which equals fair market value due to the loan’s short–term maturity.~~

The Company has categorized its assets and liabilities that are valued at fair value on a recurring basis into a three-level fair value hierarchy in accordance with GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and lowest priority to unobservable inputs (Level 3).

Assets and liabilities recorded in the Condensed Consolidated Balance Sheets at fair value are categorized based on a hierarchy of inputs as follows:

Level 1 – Unadjusted quoted prices in active markets of identical assets or liabilities.

Level 2 – Quoted prices for similar assets or liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.

Level 3 – Unobservable inputs for the asset or liability.

The common stock warrant liability is currently the only financial asset or liability recorded at fair value on a recurring basis and is considered a Level 3 liability. The fair value of the common stock warrant liability is included in current liabilities on the Condensed Consolidated Balance Sheets, as the warrants are currently exercisable.

Table of Contents

The following table shows the reconciliation of the Level 3 warrant liability measured and recorded at fair value on a recurring basis, using significant unobservable inputs (in thousands):


	Estimated Fair Value
Balance as of January 1, ~~2021~~2022	$	~~4,622~~
~~Fair value of warrants issuance during period~~		-1,374
Change in fair value of warrant liability, net		~~(176)~~(1,372)
Balance as of ~~September~~June 30, ~~2021~~2022	$	~~4,446~~2

~~Table of Contents~~

The fair value of the liability for common stock purchase warrants at issuance and at ~~September~~June 30, ~~2021~~2022 was estimated using the Black Scholes option pricing model based on the market value of the underlying common stock at the measurement ~~date.~~date the contractual term of the warrant, risk-free interest rates, expected dividends and expected volatility of the price of the underlying common stock. Inputs to the model at ~~September~~June 30, ~~2021~~2022 included remaining contractual terms of the warrants ~~ranging from 0.67 to 1.33~~of 0.58 years, at risk-free interest rates of ~~0.47% to 0.86%~~ 2.51% with 0no expected dividends, and expected volatility of the price of the underlying common stock of ~~91.23%~~45.02% ~~to 96.08%~~.

Concentrations

The Company purchases principally all of its silicon wafers, which are a key ingredient in its OLED production process, from 2 suppliers located in Taiwan and Korea.

For the three ~~and nine~~ months ended ~~September~~June 30, ~~2021~~,2022, 1 customer of ~~25.2% and 18.5%~~11.0% accounted for over 10% of net ~~revenues, respectively.~~ revenues. For the six months ended June 30, 2022, a different customer of 12.5% accounted for over 10% of net revenues. As of ~~September~~June 30, ~~2021,~~2022, the Company had accounts receivable from ~~that 1 customer~~those 2 customers that accounted for ~~32.6%~~8.4% and 1.1% of ~~all~~total accounts ~~receivable.~~receivable, respectively. For the three and ~~nine~~six months ended ~~September~~June 30, ~~2020, there were 2 customers~~2021, 1 customer of ~~22.2%~~19.4% and ~~15.8%~~15.6%, respectively ~~and 3 customers of 17.2%, 12.3% and 12.2%, respectively, who~~ accounted for over 10% of the Company’s net revenues.

Liquidity and Going Concern

The accompanying Condensed Consolidated Financial Statements have been prepared on a going concern basis, which assumes that the Company 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. For the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, the Company incurred a net loss of ~~$6.4~~$1.6 million and used cash in operating activities of ~~$6.7~~$1.8 million. As of ~~September~~June 30, ~~2021,~~2022, the Company had ~~$7.3~~$4.3 million of cash, ~~$2.0~~$2.1 million of outstanding indebtedness ~~under its ABL facility~~ and borrowing availability of ~~$1.9~~$0.7 million under its ABL Facility.

The Company’s ABL Facility expires on December 31, 2022, and renews automatically for another year unless terminated pursuant to its terms. The ABL Facility agreement contains certain lenders remedies that give the bank the ability to impose discretionary reserves against our borrowing availability or terminate the facility upon events of default. Although our relationship with the lender is positive, there is no assurance the lender will renew or extend this facility or continue to make funds available during 2022 and beyond at present availability levels, or at all.

Due to continuing losses, the Company’s financial position, and uncertainty regarding the Company’s ability to borrow under its ABL Facility, or continue to raise funds under its ATM facility, the Company may not be able to meet its financial obligations as they become due without additional financing or sources of capital. In addition, the COVID-19 pandemic, ~~has~~and disruptions caused by the war in the Ukraine have significantly increased economic and demand uncertainty across the ~~globe. It is possible that the current outbreak~~globe and ~~continued spread of COVID-19,~~contributed to supply chain shortages 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.~~disruptions. 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~~has remained steady, the Company’s ability to obtain components and other materials or services on a timely basis ~~could result~~has resulted in manufacturing delays, and increased ~~costs, and ultimately,~~costs. If these trends worsen as a result of COVID-19, the Ukraine war, or other semiconductor supply chain issues or result in ~~reduced or delayed sales or~~ lost orders ~~which~~it could materially and adversely affect ~~our~~its business, financial condition, and results of operations.~~Although many jurisdictions are now open with social distancing measures implemented~~ Management is prepared to ~~curtail~~reduce expenses and raise additional capital, but there can be no assurance that the ~~spread of COVID-19, we cannot predict the length of time that it~~Company will ~~take for our supply chains~~be successful in sufficiently reducing expenses or raising capital 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.meet its operating needs.

~~Due~~The Company has taken actions to ~~continuing losses,~~increase revenues and to reduce expenses and is considering financing alternatives. The Company’s plans with regard to these matters include the ~~COVID-19 pandemic,~~following actions: 1) focus production and ~~uncertainty regarding~~engineering resources on improving manufacturing yields and increasing production volumes, 2) continue a Work Status Reduction program that began in October 2019 wherein senior management work status was reduced by approximately 20%, 3) continue to utilize government grants for purchase of capital equipment and funding manufacturing personnel, 4) reduce discretionary and other expenses, 5) seek to enter new markets, 6) sell shares under it’s At the Market or ATM equity facility entered into in November 2021, and 7) consider additional financing and/or strategic alternatives.

Table of Contents

The Company is reassessing its business plans and forecasts over the next two years. Based on its known cash needs as of July 2022, and the anticipated availability of its ABL facility, the Company has developed plans to extend its liquidity to support its working capital requirements through the third quarter of 2023.

However, there can be no assurance the Company’s ~~need or ability to borrow under its ABL Facility,~~plans will be achieved and the Company ~~may not~~will be able to meet its financial obligations as they become due without obtaining additional financing or sources of ~~capital at acceptable terms to the Company.~~capital. Therefore, in accordance with applicable accounting guidance, and based on the Company’s current financial condition and availability of funds, there is substantial doubt about the Company’s ability to continue as a going concern through twelve months from the date these financial statements were issued.

The Company has taken actions to increase revenues and to reduce expenses and is considering financing alternatives. The Company’s plans with regard to these matters include the following actions: 1) focus production and engineering resources on improving manufacturing yields and increasing production volumes, 2) continuing a Work Status Reduction program that began in October 2019 wherein senior management work status was reduced by approximately 20%, 3) continue to utilize government grants for purchase of capital equipment and funding manufacturing personnel, 4) reduce discretionary and other expenses, 5) seek to enter new markets, and 6) considering additional financing and/or strategic alternatives.

~~Table of Contents~~

The Company is reassessing its business plans and forecasts over the next two years. Based on its known cash needs as of October 31, 2021, the Company has developed plans to extend its liquidity to support its working capital requirements through the fourth quarter of 2022. However, there can be no assurance the Company’s plans will be achieved, or that the Company will be able to continue to borrow under its ABL Facility, mitigate the impacts of COVID-19, secure additional financing, and/or pursue strategic alternatives on terms acceptable to the Company, or at all.

Recently adopted accounting pronouncements

The Company's accounting policies are the same as those described in Note 1 to the Company's Consolidated Financial Statements in its Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

Recently issued accounting pronouncements

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) and subsequently issued amendments. The guidance affects the Company's accounts receivable, and it requires the measurement of expected credit losses to be based on relevant information from past events, including historical experiences, current conditions and reasonable and supportable forecasts that affect collectability. This new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Based on the composition of the Company's receivables, current market conditions and historical credit loss activity, the Company is currently evaluating the impact of this ASU on the Condensed Consolidated Financial Statements.

In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) Accounting for Convertible Instruments and Contracts in an Entity's Own Equity. This guidance changes how entities account for convertible instruments and contracts in an entity's own equity and simplifies the accounting for convertible instruments by removing certain separation models for convertible instruments. This guidance also modifies the guidance on diluted earnings per share calculations. This new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023. The Company is currently evaluating the impact of this ASU on the Condensed Consolidated Financial Statements.

Note 2 – Revenue Recognition

All of the Company’s revenues are earned from contracts with customers and are classified as either Product or Contract revenues. Contract revenues include R&D activities performed pursuant to written agreements and purchase orders, as well as arrangements that are implied by customary practices or law.

Product revenue is generated primarily from contracts to produce, ship and deliver OLED microdisplays. The Company’s performance obligations are satisfied, control of our products is transferred, and revenue is recognized at a single point in time when control transfers to our customer for product shipped. The Company’s customary terms are FOB our factory and control is deemed to transfer upon shipment. The Company has elected to treat shipping and other transportation costs charged to customers as fulfillment activities and are recorded in both revenue and cost of sales at the time control is transferred to the customer. As customers are invoiced at the time control transfers and the right to consideration is unconditional at that time, the Company does not maintain contract asset balances for product revenue. Additionally, the Company does not maintain contract liability balances for product revenues, as performance obligations are satisfied prior to customer payment for product. The Company generally offers a one year product warranty, for replacement of product only, and does not allow returns. The Company offers industry standard payment terms that typically require payment from our customers from 30 to 60 days after title transfers.

The Company also recognizes revenues under the over time method from certain research and development, or R&D, activities (contract revenues) under both firm fixed-price contracts and cost-type contracts. Progress and revenues from research and development activities relating to firm fixed-price contracts and cost-type contracts are generally recognized on an input method of accounting as costs are incurred. Under the input method, revenue is recognized based on efforts expended to date (e.g., the costs of resources consumed or labor hours worked, or machine hours used) relative to total efforts intended to be expended. Contract costs include all direct material, labor and subcontractor costs and an allocation of allowable indirect costs as defined by each contract, as periodically adjusted to reflect revised agreed upon rates. These rates are subject to audit by the other party. Any changes in estimate related to contract accounting are accounted for prospectively over the remaining life of the contract. Under the over time method, billings may not correlate directly to the revenue recognized. Based upon the terms of the specific contract, billings may be in excess of the revenue recognized, in which case the amounts are included in deferred revenues as a liability on the Condensed Consolidated Balance Sheets. Likewise, revenue

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recognized may exceed customer billings in which case the amounts are reported as unbilled receivables. Unbilled revenues are expected to be billed and collected within one year.

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Costs to Obtain and Fulfill a Contract

The incidental costs related to obtaining product sales contracts are non-recoverable from customer and, accordingly, are ~~expenses~~expensed as incurred. The Company capitalizes costs incurred to fulfil its R&D contracts that i) relate directly to a contract or anticipated contract, ii) are expected to satisfy the Company’s performance obligation under the contract, and iii) are expected to be recovered through revenue generated under the contract. Contact fulfillment costs are expensed to cost of revenue as the related performance obligations are satisfied.

Disaggregation of Revenue

The Company sells products directly to military contractors and OEM’s who use the Company’s displays in a diverse range of applications encompassing the military and commercial, including medical and industrial, market sectors. Revenues are classified as either military, commercial, consumer or multiple based on management’s knowledge of the customer’s products and markets served by displays or the R&D contract work. Revenues classified as multiple are for sales to customers that incorporate the Company’s displays in products that could be used for either military or commercial applications. R&D activities are performed for both military customers and U.S. Government defense related agencies and consumer companies. Product and contract revenues are disclosed on the Condensed Consolidated Statements of Operations.

Additional disaggregated revenue information for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 were as follows (in thousands):


	Three Months Ended				Nine Months Ended				Three Months Ended				Six Months Ended
	September 30,				September 30,				June 30,				June 30,
	2021		2020		2021		2020		2022		2021		2022		2021
North and South America	$	3,727	$	4,246	$	10,677	$	11,963	$	3,790	$	3,647	$	8,116	$	6,950
Europe, Middle East, and Africa		1,957		2,408		6,578		7,330		3,099		2,090		6,019		4,621
Asia Pacific		98		657		1,579		2,449		270		542		382		1,481
Total	$	5,782	$	7,311	$	18,834	$	21,742	$	7,159	$	6,279	$	14,517	$	13,052


	Three Months Ended				Nine Months Ended				Three Months Ended				Six Months Ended
	September 30,				September 30,				June 30,				June 30,
	2021		2020			2021		2020	2022		2021			2022		2021
Military	$	3,733	$	5,836	$	11,492	$	16,363	$	4,799	$	3,884	$	10,159	$	7,759
Commercial, including industrial and medical		440		491		2,240		1,213		1,184		820		2,161		1,800
Consumer		448		—		1,598		2,023		23		500		312		1,150
Multiple		1,161		984		3,504		2,143		1,153		1,075		1,885		2,343
Total	$	5,782	$	7,311	$	18,834	$	21,742	$	7,159	$	6,279	$	14,517	$	13,052

Accounts Receivable from Customers

Accounts receivable, net of allowances, were ~~$4.3~~$5.0 million and ~~$5.3~~$4.5 million as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020.~~2021.

Contract Assets and Liabilities

Unbilled Accounts Receivables (Contract Assets) - Pursuant to the over time revenue recognition model, revenue may be recognized prior to the customer being invoiced. An unbilled accounts receivable is recorded to reflect revenue that is recognized when the cost based input method is applied and such revenue exceeds the amount invoiced to the customer. Unbilled receivables are disclosed on the Condensed Consolidated Balance Sheets.

Customer Advances and Deposits (Contract Liabilities) - The Company recognizes a contract liability when it has billed and received consideration from the customer pursuant to the terms of a contract but has not yet recognized the related revenue. These billings in excess of revenue are classified as deferred revenue on the Condensed Consolidated Statements of Operations.

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Total contract assets and liabilities consisted of the following amounts (in thousands):


	September 30,		December 31,		June 30,		December 31,
	2021		2020		2022		2021

Unbilled Receivables (contract assets)	$	1,173	$	253	$	1,318	$	1,102

Deferred Revenue (contract liabilities)	$	65	$	425	$	114	$	54

For the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 the Company recognized ~~$21 thousand~~no revenue and ~~$360~~$42 thousand of revenue related to its contract liabilities that existed at December 31, ~~2020.~~2021, respectively. For the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 the Company recognized $0$37 thousand and ~~$33~~$339 thousand respectively, of revenue related to its contract liabilities that existed at December 31, ~~2019.~~2020.

Remaining Performance Obligations

The Company has elected the practical expedient, which allows disclosure of remaining performance obligations only for contracts with an original duration of greater than one year. Such remaining performance obligations primarily relate to engineering and design services. As of ~~September~~June 30, ~~2021,~~2022, the aggregate amount of the transaction price allocated to remaining performance obligations was $2$2.7 million. The Company expects to recognize revenue on all of its remaining performance obligations over the next 12 months.

Note 3 – Accounts Receivable

The majority of the Company’s commercial accounts receivable are due from OEM’s. Credit is extended based on an evaluation of a customer’s financial condition and, generally, collateral is not required.

Accounts receivable consisted of the following (in thousands):


	September 30,		December 31,		June 30,		December 31,
	2021		2020		2022		2021
Accounts receivable	$	4,484	$	5,453	$	5,159	$	4,627
Less allowance for doubtful accounts		(139)		(139)		(139)		(139)
Accounts receivable, net	$	4,345	$	5,314	$	5,020	$	4,488

Note 4 – Inventories, net

The components of inventories are as follows (in thousands):


	September 30,		December 31,		June 30,		December 31,
	2021		2020		2022		2021
Raw materials	$	3,574	$	3,995	$	2,749	$	3,517
Work in process		1,861		1,263		3,077		2,149
Finished goods		2,984		3,918		2,225		2,363
Total inventories		8,419		9,176		8,051		8,029
Less inventory reserve		(502)		(797)		(390)		(397)
Total inventories, net	$	7,917	$	8,379	$	7,661	$	7,632

~~As described in Note 1, during the period ended March 31, 2021, the Company changed its method of estimating the allocation of overhead.~~

Note 5 – Line of Credit / Loan Payable

Revolving Credit Facility


	September 30,		December 31,		June 30,		December 31,
(in thousands)	2021		2020		2022		2021
Revolving credit facility	$	1,992	$	1,875	$	2,087	$	1,974

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On December 21, 2016, the Company entered into the ABL Facility with a lender that provides for up to a maximum amount of $5 million based on a borrowing base equivalent to 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 thousand. The Company is also obligated to pay the lender a monthly administrative fee of $1 thousand and an annual facility fee equal to 1% of the maximum amount borrowable under the facility.

The ABL Facility renewed on December 31, 2021 and will automatically renew on December 31, ~~2021~~2022 for a one year term unless written notice to terminate the agreement is provided by either party. The ABL Facility agreement contains certain lenders remedies that upon events of default, give the bank the ability to terminate the facility before the scheduled maturity date. Accordingly, the Company classifies borrowing under the ABL Facility as current liabilities on the accompanying Consolidated Balance Sheet.

The ABL Facility contains customary representations and warranties, affirmative and negative covenants and events of default. The Company is required to maintain a minimum tangible net worth of $13 million and a minimum working capital balance of $4 million at all times. As of ~~September~~June 30, ~~2021,~~2022 the Company had $~~2.0~~2.1 million in borrowings outstanding under the ABL Facility, had unused borrowing availability of $~~1.9~~0.7 million under the ABL Facility and was in compliance with all financial debt covenants under the ABL Facility.

Promissory Note under the Paycheck Protection Program

On June 8, 2020, the Company 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 in the amount of $1.9 ~~million. Under the PPP loan, the loan has a fixed~~million at an 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, the~~annum. The Company used the proceeds to pay qualified payroll costs, in accordance with ~~PPP~~loan requirements and ~~Section 1106 of the Coronavirus Aid, Relief, and Economic Security Act, or the CARES Act, requirements. The Company~~ applied for forgiveness of the entire loan in the fourth quarter of 2020. ~~In April~~During the first quarter of 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. This~~entire loan amount was forgiven and recorded in the Condensed Consolidated Statements of Operations as gain on forgiveness of ~~debt in the first quarter of 2021.~~debt.

Note 6 – Stock Compensation

The Company uses the fair value method of accounting for share-based compensation arrangements. The fair value of stock options is estimated at the date of grant using the Black-Scholes option valuation model. Stock-based compensation expense is reduced for estimated forfeitures and is amortized over the vesting period using the straight-line method.

The fair value of Restricted Stock Units, or RSU’s is established by the market price of the Company’s common stock at the date of grant and for time based grants, is amortized over the vesting period using the straight line method. Performance-based RSUs are typically granted such that they vest upon the achievement of EBITDA targets, during a specified performance period, subject to the satisfaction of certain time-based service criteria. Compensation expense from these awards is equal to the fair market value of the Company’s ordinary shares on the date of grant and is recognized over the remaining service period based on the probable outcome of achievement of the financial metrics used in the specific grant’s performance criteria. Management’s estimate of the number of shares expected to vest is based on the anticipated achievement of the specified non-market performance criteria, which are assessed at each reporting period.

The following table summarizes the allocation of non-cash stock-based compensation to our expense categories for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 (in thousands):


	Three Months Ended				Nine Months Ended				Three Months Ended				Six Months Ended
	September 30,				September 30,				June 30,				June 30,
	2021		2020		2021		2020		2022		2021		2022		2021
Cost of revenues	$	33	$	2	$	36	$	14	$	30	$	3	$	58	$	3
Research and development		62		7		74		42		56		9		92		12
Selling, general and administrative		324		51		359		91		128		25		229		35
Total stock compensation expense	$	419	$	60	$	469	$	147	$	214	$	37	$	379	$	50

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The following table summarizes the Company’s stock-based compensation expense by each award type:


	Three Months Ended				Nine Months Ended				Three Months Ended				Six Months Ended
	September 30,				September 30,				June 30,				June 30,
	2021		2020		2021		2020		2022		2021		2022		2021
Stock options	$	284	$	60	$	309	$	147	$	119	$	13	$	189	$	25
Restricted Share Units		135		—		160		—		95		24		190		25
Total stock compensation expense	$	419	$	60	$	469	$	147	$	214	$	37	$	379	$	50

At ~~September~~June 30, ~~2021,~~2022, total unrecognized compensation costs related to stock options and RSUs was approximately ~~$176~~$62 thousand and ~~$1.2~~$0.9 million, respectively, net of estimated forfeitures. Total unrecognized compensation cost for stock options and RSUs will be adjusted for future changes in estimated forfeitures and is expected to be recognized over a weighted average period of approximately ~~0.8~~0.9 years and approximately ~~2.7~~2.1 years, respectively.

Stock Option Summary

The following key assumptions were used in the Black-Scholes option pricing model to determine the fair value of stock options granted:


	Nine Months Ended					Six Months Ended
	September 30,					June 30,
	2021			2020		2022				2021
Dividend yield		0	%	0	%			0	%			0	%
Risk free interest rates		0.89-0.95	%	0.3	%	3.24	-	3.25	%	1.77	-	2.48	%
Expected volatility		75.9 to 79.0	%	46.1	%	79.3	to	83.0	%	41.7	to	49.2	%
Expected term (in years)		5.0 to 5.5		5		5.0	to	5.5		3.5	to	4.0

The Company does not expect to pay dividends in the near future. Therefore, the Company used an expected dividend yield of 0%. The risk-free interest rate used in the Black-Scholes option pricing model is based on applicable yield available at the date of the option grant on U.S. Treasury securities with an equivalent term. Expected volatility is based on the weighted average historical volatility of the Company’s common stock for the equivalent term. The expected term of the options represents the period that the Company’s stock-based awards are expected to be outstanding and was determined based on historical experience and vesting schedules of similar awards.

A summary of the Company’s stock option activity for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 presented in the following table (unaudited):



	Number of ‎Shares		Weighted ‎Average ‎Exercise ‎Price		Weighted ‎Average ‎Remaining ‎Contractual ‎Life (In Years)	Aggregate ‎Intrinsic ‎Value		Number of ‎Shares		Weighted ‎Average ‎Exercise ‎Price		Weighted Average Remaining Contractual Life (In Years)	Aggregate ‎Intrinsic ‎Value
Outstanding at December 31, 2020		4,797,834	$	2.36
Outstanding at December 31, 2021									3,712,867	$	1.81
Options granted		230,000		3.24					270,000		0.73
Options exercised		(514,707)		1.92					—		—
Options forfeited		—		—					(5,000)		0.40
Options cancelled or expired		(539,369)		4.41					(352,441)		3.59
Outstanding at September 30, 2021		3,973,758	$	1.95	3.33	$	2,656,904
Vested or expected to vest at September 30, 2021 ⁽¹⁾		3,971,894	$	1.95	3.33	$	2,656,516
Exercisable at September 30, 2021		3,847,757	$	1.92	3.15	$	2,629,494
Outstanding at June 30, 2022									3,625,426	$	1.56	3.66	$	144,835
Vested or expected to vest at June 30, 2022 ⁽¹⁾									3,622,861	$	1.56	3.65	$	144,835
Exercisable at June 30, 2022									3,489,426	$	1.59	3.42	$	144,835

(1)The expected to vest options are the result of applying the pre-vesting forfeiture rate assumptions to total unvested options.

The aggregate intrinsic value in the table above represents the difference between the exercise price of the underlying options and the quoted price of the Company’s common stock. The ~~aggregate intrinsic value of options exercised was $0.03 million and $1.01 million for the~~ ~~three and nine months ended September 30, 2021. The~~ Company issues new shares of common stock upon exercise of stock options. There were no options were exercised in the three and six months ended June 30, 2022.

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Restricted Stock Units (“RSU”) Summary

The following table summarized the activity in respect of RSUs issued under the Company for the ~~nine~~six months ended ~~September~~June 30, ~~2021:~~2022:


						Weighted Average Grant Date							Weighted Average Grant Date
		Number of Awards				Fair Value Per Share			Number of Awards				Fair Value Per Share

	Service		Performance		Service		Performance		Service		Performance		Service		Performance
	based		based		based		based		based		based		based		based
RSU's outstanding, beginning of period		50,000		—	$	0.84	$	—
RSU's outstanding at December 31, 2021										405,453		103,047	$	3.52	$	3.60
Granted		417,591		103,048		3.55		3.60		165,885		46,729		1.01		1.07
Vested and settled		(16,667)		—		0.84		—		(110,608)		—		3.60		—
Forfeited		(48,825)		—		1.72		—		(52,504)		(34,349)		3.60		3.60
RSU's outstanding, end of period		402,099		103,048		3.55		3.60
RSU's outstanding at June 30, 2022										408,226		115,427	$	3.13	$	2.58

Note 7 – Income Taxes

The Company’s effective tax rate is calculated quarterly based upon current assumptions relating to the full year’s estimated operating results and various tax-related items. The Company’s effective tax rate was 0% for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021. The difference between the effective tax rate of 0% and the U.S. federal statutory rate of 21% for three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 was primarily due to recognizing a full valuation allowance on deferred tax assets.

The Company determined that, based on all available evidence, both positive and negative, including the Company’s latest forecasts and cumulative losses in recent years, it was more likely than not that none of its deferred tax assets would be realized and therefore it continued to record a full valuation allowance as of ~~September~~June 30, ~~2021.~~2022.

The Company’s 2017 and prior net operating loss carry-forward amounts expire through 2037 and are subject to certain limitations that may occur due to a change in the ownership provisions under Section 382 of the Internal Revenue Code and similar state provisions. Pursuant to provisions of the Tax Cuts and Jobs Act, the net operating losses originating in years subsequent to 2017 can be carried forward indefinitely.

Due to the Company’s operating loss carry-forwards, all tax years remain open to examination to the extent of the operating loss carry-forward by the major taxing jurisdictions to which the Company is subject. In the event that the Company is assessed interest or penalties at some point in the future, it will be classified in the financial statements as tax expense.

On March 27, 2020, the President of the United States signed the CARES Act. The CARES Act provides several provisions that effect businesses from an income tax perspective. Due to the history of the tax losses, most of the CARES Act provisions have no current benefit to the Company. The Company can, however, benefit from one provision, which allows for the immediate refund of the Alternative Minimum Tax Credit, or AMT Credit, previously recognized as deferred tax asset. The Company has filed an amendment to claim the AMT Credit and is anticipating a refund of $212 thousand. This tax receivable was recorded during 2017, and is reflected in Prepaid Expenses and Other Current Assets on the Condensed Consolidated Balance Sheets.

Note 8 – Commitments and Contingencies

Equipment Purchase Commitments

The Company has committed to equipment purchases of approximately ~~$987 thousand~~$17.3 million at ~~September~~June 30, ~~2021.~~

~~In addition, through September 30, 2021, the Company has committed~~2022, of which $16.4 million relates to equipment to be purchased under government ~~awards of $16.5 million.~~awards.

Litigation

From time to time, the Company may become subject to various legal proceedings that are incidental to the ordinary conduct of our business. In ~~March 2019,~~the ordinary course of business, the Company ~~received a demand letter seeking payment of $0.9 million of outstanding invoices relating~~may be subject from time to ~~purchased inventory from Suga Electronics Limited,~~time to various proceedings, lawsuits, disputes, or ~~Suga, a contract manufacturer located in China, which manufactured product sold by our consumer night vision business.~~claims. The Company ~~has responded~~investigates these claims as they arise. Although claims are inherently unpredictable, the Company is currently not aware of any matters that, if determined adversely to the ~~demand letter, and requested that Suga provide substantiation~~Company, would individually or taken together, have a material adverse effect on its business, financial position, results of ~~purchased inventory. On August 1, 2019, the Company was notified by Suga that they intend to pursue arbitration.~~operations, or cash flows.

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During September and October 2019, the Company held preliminary discussions with Suga to attempt to reach a settlement, however in November 2019 a formal request for arbitration was received, which Suga filed with the International Chamber of Commerce or ICC. The Company retained local counsel in Hong Kong to represent it before the ICC and in December 2019 filed an answer to Suga’s request for arbitration including a counterclaim seeking repayment of amounts previously paid to Suga. An arbitrator was appointed and arbitral proceedings for the consideration of the claims and counterclaims, and settlement discussions continued through May 2021. ~~The parties were permitted to settle at any point during the arbitration proceedings and the parties reached a tentative settlement in April 2021. On May 12, 2021 the parties executed settlement agreements and mutual releases from all claims in exchange for a payment of $0.6 million to Suga from the Company.~~

As disclosed in the financial statements in ~~our~~Company’s Annual Report on Form 10-K for the year ended December 31, 2018, the Company made a decision to exit the consumer night vision business and accrued approximately $1.0 million related to invoices received for inventory purchased by Suga Electronics Limited, or Suga, a contract manufacturer in anticipation of future production. As a result of ~~the May 12, 2021~~ settlement of the arbitration with Suga related to those costs in the second quarter of 2021, the Company removed the $1.0 million accrual from its balance sheet, wrote off $0.3 million in prepayments and recorded a gain of $0.1 million in Other Income/Expense during the second quarter of 2021.

Note 9 – Warrants

The Company accounts for common stock warrants pursuant to applicable accounting guidance contained in ASC 815, "Derivatives and Hedging - Contracts in Entity's Own Equity" and makes a determination as to their treatment as either equity instruments or a warrant liability based on an analysis of the underlying warrant agreements.

The following table sets forth the Company’s outstanding common stock warrants as of ~~September~~June 30, ~~2021:~~2022:


	Issued		Outstanding		Exercise Price		Expiration		Issued		Outstanding		Exercise Price		Expiration
2016 Warrant Issuance		2,947,949		1,680,447		2.60		Feb 2022
2017 Warrant Issuance ⁽¹⁾		100,000		100,000		2.25		Mar 2022		100,000		100,000		2.25		Sep 2022
2017 Warrant Issuance ⁽²⁾		1,650,000		1,650,000		2.45		Nov 2022
2018 Warrant Issuance ⁽²⁾		4,004,324		2,909,369		1.55		Jul 2023		4,004,329		2,909,374		1.55		Jan 2023
2019 Warrant Issuance ⁽³⁾		6,000,000		3,000,000		0.78		Oct 2024		6,000,000		3,000,000		0.78		Oct 2024
				9,339,816								6,009,374

(1)Issued in conjunction with an unsecured line of credit.

(2)~~Warrants are~~Warrant is subject to liability accounting.

(3)Private Placement unregistered warrants exercisable six months following issuance.

Equity classified warrants

The ~~2016 and~~ 2019 warrants share similar terms, and the exercise price of the Warrant Shares are subject to adjustment in the event of any stock dividends and splits, reverse stock splits, stock dividends, recapitalizations, reorganizations or similar transactions. The Warrants will be exercisable on a “cashless” basis in certain circumstances, including in the event a registration statement is not in effect at time of exercise. The warrant agreements contain a clause specifying that in the event there is no effective registration in effect for the underlying warrant shares to be issued at time of exercise, in no circumstance will the Company be required to net cash settle the warrants.

Based on the Company’s analysis of the terms and conditions of the warrants, the Company has concluded that they meet the conditions outlined in applicable accounting guidance to be classified as equity instruments. As a result, the Company has accounted for the exercise price paid by investors for purchase of the pre-funded warrants as additional paid in capital on the accompanying Condensed Consolidated Balance Sheets.

Liability classified warrants

The ~~2017 and~~ 2018 warrants have alternative settlement provisions that, at the option of the holder, provide for physical settlement or if, at the time of settlement there is no effective registration statement, a cashless exercise as defined in the warrant agreement.

Based on analysis of the underlying warrant agreement and applicable accounting guidance, the Company concluded that these registered warrants require the issuance of registered securities upon exercise and do not sufficiently preclude an implied right to net cash settlement. Accordingly, these warrants were classified in the accompanying Condensed Consolidated Balance Sheets as a current liability upon issuance and will be revalued at each subsequent balance sheet date.

The fair value of the liability for common stock purchase warrants is estimated using the Black Scholes option pricing model based on the market value of the underlying common stock at the measurement date, the contractual term of the warrant, risk-free interest rates,

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expected dividends and expected volatility of the price of the underlying common stock.

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Based on the Black ~~Sholes~~Scholes method the fair value of the Company’s warrants are as follows (in thousands):


	September 30,		December 31,		June 30,		December 31,
	2021		2020		2022		2021
2018 January and February Issuance
Fair Value	$	3,407	$	3,577	$	2	$	1,355

2017 May Issuance(1)
Fair Value		1,039		1,045		—		19
	$	4,446	$	4,622	$	2	$	1,374

(1)Warrants from the 2017 May Issuance expired on May 24, 2022.

Three Months Ended
Nine Months Ended
September 30,
September 30,
2021
2020
2021
2020
Change in Fair Value of common stock warrant liability ⁽¹⁾
$
4,742
$
(1,803)
$
176
(3,304)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021
Change in Fair Value of common stock warrant liability ⁽¹⁾	$	226	$	2,642	$	1,372		(4,566)

(1)The combined changes in fair value are reflected as income (loss) from change in the fair market value of common stock warrant liability.

During the ~~quarter~~three and six months ended ~~September~~June 30, ~~2021,~~2022, there were 0 warrant exercises. During the ~~nine~~three months ended ~~September~~June 30, 2021, the Company received $0.6 million in payment of the exercise price for warrants to purchase 324,413 shares of common stock. During the six months ended June 30, 2021, the Company received $5.7 million in payment of the exercise price for warrants to purchase 3,343,660 shares of common stock.

Note 10 – Leases

The Company leases office and manufacturing facilities in Hopewell Junction, New York under a non-cancelable ~~operating~~ lease ~~agreement. The lease for these facilities,~~agreement, which, as amended, ~~was to~~ expire in ~~May 2024~~2031, and ~~did not contain a renewal option.~~includes two, five year options to extend. The lease agreement did not contain any residual value guarantees, or material restrictive covenants. InUpon signing a 12^th amendment in November 2020, ~~we entered into the 12th amendment, which will expand the current footprint to approximately 63,000 square feet in 2021 and includes 2 five year options to extend. Under ASU 842,~~ the Company reassessed the lease from operating to a finance ~~lease for the 12th amendment.~~lease.

The Company also leases an office facility for its design group in Santa Clara, California. During the fourth quarter of 2019, the Company signed a two year extension of this lease that expired in October 2021. The lease agreement did not contain any residual value guarantees, material restrictive covenants or a renewal ~~option. This lease~~option and was classified as an operating lease. In October 2021, the Company signed an additional ~~two-year~~two year extension of the lease for the Santa Clara design group facility, and ~~is evaluating the accounting treatment.~~has classified this as an operating lease. On May 2, 2019, the Company entered into a three year finance lease commitment for phone equipment.

The Company's leases generally do not provide an implicit rate, and therefore the Company uses its incremental borrowing rate as the discount rate when measuring lease liabilities. The Company estimates its incremental borrowing rate based on a yield curve analysis, utilizing the interest rate derived from the fair value analysis of the Company’s credit facility and adjusting it for factors that appropriately reflect the profile of secured borrowing over the expected term of the lease.

The components of lease expense were as follows (in thousands):


	Three Months Ended				Nine Months Ended				Three Months Ended				Six Months Ended
	September 30,				September 30,				June 30,				June 30,
	2021		2020		2021		2020		2022		2021		2022		2021
Finance Lease Cost:
Amortization of right-of-use assets	$	157	$	4	$	469	$	12	$	149	$	155	$	302	$	312
Interest on lease liabilities		198		1		594		3		198		197		396		396
Operating lease cost		15		262		46		786		16		15		33		30
Short-term lease cost				17				31
Total Lease Cost	$	370	$	284	$	1,109	$	832	$	363	$	367	$	731	$	738

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Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	15	$	266	$	46	$	797	$	14	$	15	$	29	$	31
Financing cash flows from finance leases	$	271	$	5	$	815	$	15	$	270	$	294	$	542	$	549
Right-of-use assets obtained in exchange for new finance lease liabilities	$	86	$	-	$	194	$	-	$	69	$	94	$	137	$	108
Right-of-use assets obtained in exchange for new operating lease liabilities	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-


	September 30, 2021		December 31, 2020		June 30, 2022		December 31, 2021
Finance lease right-of-use assets	$	12,402	$	12,677	$	13,106	$	12,318
Operating lease right-of-use assets	$	5	$	50	$	84	$	113
Finance lease liability, current	$	1,138	$	1,027	$	1,127	$	1,133
Finance lease liability, non-current	$	11,641	$	11,783	$	11,647	$	11,647
Operating lease liabilities, current	$	5	$	51	$	63	$	60
Operating lease liabilities, non-current	$	-	$	-	$	22	$	54
Weighted average remaining lease terms - finance leases		20.67 years		20.67 years		20.58 years		20.58 years
Weighted average remaining lease terms - operating leases		0.08 years		0.84 years		1.33 years		1.83 years
Weighted average discount rate - finance leases		6.42%		6.43%		6.42%		6.42%
Weighted average discount rate - operating leases		7.75%		7.75%		6.48%		7.75%

Future annual minimum lease payments and finance lease commitments as of ~~September~~June 30, ~~2021~~2022 were as follows (in thousands):


	Operating Leases		Finance Leases		Operating Leases		Finance Leases
2021	$	5	$	270
2022		-		1,163	$	33	$	527
2023		-		1,229		55		1,214
2024		-		1,229		-		1,229
2025		-		1,229		-		1,229
2026						-		1,229
Thereafter		-		22,624		-		22,717
Total undiscounted future minimum lease payments		5		27,744		88		28,145
Less imputed interest		-		(14,965)		(3)		(15,371)
Lease liability	$	5	$	12,779	$	85	$	12,774

~~(1)~~Total future lease payments exclude approximately $4.9 million of lease payments related to the Expansion Space portion of the NY Lease that was signed but has not yet commenced as of September 30, 2021

Note 11 – Shareholders’ Equity

Equity Raises

On ~~June 10, 2020,~~November 18, 2021, the Company entered into an ATM offering agreement with H.C. Wainwright & Co., LLC, or Wainwright, relating to sales of shares of its common stock under an ATM facility. On November 18, 2021, the Company also filed a prospectus supplement to ~~update and amend~~allow the ~~aggregate amount~~sale of shares ~~it could sell pursuant to~~of its ~~At Market Offering Agreement,~~ ~~dated November 22, 2019, as amended from time to time,~~ ~~between the Company and H.C. Wainwright & Co., LLC. This amendment allowed for additional shares to be sold~~common stock having an aggregate offering price of up to ~~an additional dollar amount of~~ ~~$7.29~~$10.0 million. under the ATM facility.

During ~~2020,~~the six months ended June 30, 2022, the Company raised ~~$9.8~~$2.1 million, net of offering expenses, through the sale of shares under the ~~At The Market facility, or the~~ ATM ~~Facility, which represented the remaining amount available under the~~ facility. The Company used and intends to use the net proceeds from sales made under the ATM ~~Facility~~facility for working capital and other general corporate purposes.

Note 12 – Government Funding

On July 28, 2020, the Company announced that it had been awarded a $33.6 million contract over the next 33 months from the U.S. Department of Defense, or the DoD, to sustain and enhance U.S. domestic capability for high resolution, high brightness OLED microdisplays that will be based on the Company’s proprietary direct patterning technology dPd. This investment is in addition to the $5.5 million award announced on June 11, 2020, under the U.S. Department of Defense Industrial Base Analysis, or IBAS, Program for OLED Supply Chain Assurance and will be used to increase capacity and sustain operations at the Company’s Hopewell Junction, New

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York, headquarters. These funds will be used to procure key equipment and tooling, and reimburse the Company for certain labor and material costs, which the Company believes will improve all aspects of its OLED microdisplay production, including increased throughput and capacity.

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Pursuant to the preliminary Technology Investment Agreement the U.S. government provided when the award was announced, the Company expects that the U.S. government will own the related equipment purchases until the end of the 33 month contract period, at which point the Company can apply to take title. The Company began making payments to related equipment vendors during the fourth quarter of 2020. For accounting purposes, the Company considers that it is probable that title will pass to the Company and accordingly will treat this award in a similar fashion as the IBAS award.

The Company recognizes the government awards as deferred income – government awards as program milestones are invoiced, and will recognize other income as depreciation and other expenditures are incurred over the useful life of the capital equipment. As of ~~September~~June 30, ~~2021,~~2022, the Company has received ~~$12.2~~$19.8 million in total, for initial deposits required by capital equipment vendors. Amounts received, pending payment of deposits to vendors as of ~~September~~June 30, ~~2021,~~2022, of ~~$1.3~~$0.5 million are reflected in restricted cash on the accompanying Condensed Consolidated Balance Sheets. Amounts due from the U.S. DoD pursuant to invoices for capital equipment are presented on the Condensed Consolidated Balance Sheets as accounts receivable – due from government awards. The total amount invoiced on these programs of ~~$12.2~~ $19.8million is reflected less depreciation in deferred revenue government awards – long term, and other current liabilities. Additional amounts remaining under the awards will be recorded in a similar fashion and will coincide with the progress payments required under the various capital equipment purchase terms. For the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, the Company recognized deferred income related to certain overhead expenses, not capitalized, of ~~$174~~$159 thousand.

The terms of various government agreements provide among other items that the Company must achieve certain yield targets, give priority to military orders and continue to maintain the productive capacity of equipment purchased for up to five years past the completion of the programs.

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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 large‑screen 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 high‑resolution, virtual images that perform effectively even in extreme temperatures and high‑vibration conditions.

~~We have been deemed~~During the second quarter of 2022 our total revenue was $7.2 million marked by continuing strength in military demand and increased revenue contributions from medical customers. In addition to ~~be an essential business~~higher yields, we saw a 40% increase in display production from the second quarter of last year. Our second quarter 2022 display revenues of $7.0 million was up 22% year over year while our quarterly display revenue gross margin improved to 21% from the prior year’s second quarter of 5%. As of the end of the second quarter, our sales backlog remained strong at $12.8 million, reflecting demand for our displays for use in thermal weapon sights, military night vision goggles, and medical applications.

Operating expenses for the second quarter of 2022, including R&D expenses were $3.4 million, compared with $3.5 million in the ~~State~~prior-year period. Operating expenses as a percentage of ~~New York and have continued to produce and ship products during~~sales were 47% in the ~~COVID-19 pandemic.~~ second quarter of 2022, with 55% in the prior-year period.

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 a result of the ~~date of this Report,~~COVID-19 pandemic, we ~~have~~ experienced disruptions in supply, had several employees test positive for the COVID-19 ~~pandemic~~virus 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,~~its variants, 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~~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. The Company has committed the funds and ordered all equipment to be purchased under these programs. As of the end of the second quarter of 2022, the Company has qualified and added four pieces of equipment to its production line and received three additional pieces of equipment that are currently in qualification stages. We expended $19.3 million of grant money towards progress payments to equipment vendors and have five more major pieces of equipment on order, including an advanced, production-capable dPd organic deposition tool that is expected to improve yield and throughput of this innovative technology for the ~~three~~benefit of AR/VR customers. Overall, the Company remains on track and ~~nine months ended September~~on budget with the requirements of these important government grants and is beginning to realize the anticipated yield, reliability, and throughput improvements.

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As of June 30, ~~2021,~~2022, all equipment awarded by these grants had been ordered, including ~~R&D expenses, increased approximately $0.3~~a production-capable dPd organic deposition tool that is expected to improve yield and throughput of this innovative technology. We have taken delivery of seven pieces of production equipment and received $19.8 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 investmentstotal $39.1 million in ~~SG&A expenses~~government granted awards for ~~company-funded work related to our high-brightness dPd product and XLE process development, along with resources expended on improving manufacturing processes.~~initial deposits required by capital equipment vendors.

We are continually making improvements in production ~~processes;~~processes and beginning to add the government funded equipment to our production line however, ~~the majority~~most of our equipment is ~~older and malfunctions~~older. Malfunctions in single point of failure equipment ~~has~~have the potential to delay our production until repairs can be made. We experienced equipment issues ~~in 2019, experienced some equipment issues~~leading to late order shipments during 2020 and 2021, and ~~also~~ had delays in getting vendor support personnel due to COVID-19 travel ~~restrictions. Equipment~~restrictions, resulting in occasional production disruptions. Additional equipment to be purchased and added to our line during fiscal ~~2021~~2022 and ~~2022~~2023 under our government awards programs isare expected to reduce our single point of failure risk and continue to 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.~~certification by the fourth quarter of 2022. Our backlog ~~at September~~on June 30, ~~2021~~2022, was ~~$13.2~~$12.8 million compared to backlog of ~~$9.4~~$9.5 million at ~~September~~June 30, ~~2020~~.2021. Backlog is comprised of orders believed to be firm with scheduled delivery dates over the next twelve months and does not include contract revenues.

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.~~m2 and displayed these to industry analysts. We continue our development work for ~~our Tier One Consumer~~a 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, commercial (in which we include the medical and industrial sectors), and military customers ~~are increasingly turning~~continue to look 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~~Critical Accounting Policies

The accompanying ~~Condensed Consolidated Financial Statements~~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 accordance with accounting principles generally accepted in the ~~normal course of business. However, due to continuing losses, uncertainty regarding the COVID-19 pandemic, our financial position,~~U.S. which require that management make numerous estimates 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~~assumptions.

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,~~2021, filed with the SEC on March ~~19,~~10, 2022, or 2021 Form 10-K for a discussion of our critical accounting policies. There were no material changes to such policies in the ~~nine~~six months ended ~~September~~June 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.2022.

Results of Operations

Comparative results of operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 (in thousands):

Revenues


	Three Months Ended						Nine Months Ended						Three Months Ended						Six Months Ended
	September 30,						September 30,						June 30,						June 30,
	2021		2020		Change		2021		2020		Change		2022		2021		Change		2022		2021		Change
Product	$	5,313	$	6,978	$	(1,665)	$	17,160	$	18,872	$	(1,712)	$	7,026	$	5,742	$	1,284	$	14,053	$	11,847	$	2,206
Contract		469	$	333		136		1,674		2,870		(1,196)		133	$	537		(404)		464		1,205		(741)
Total revenue, net	$	5,782	$	7,311	$	(1,529)	$	18,834	$	21,742	$	(2,908)	$	7,159	$	6,279	$	880	$	14,517	$	13,052	$	1,465

Total revenue for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 were ~~$5.8~~$7.2 million and ~~$18.8~~$14.5 million, respectively, as compared to revenues of ~~$7.3~~$6.3 million and ~~$21.7~~$13.1 million, ~~respectively~~ for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021.

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Product revenue is comprised primarily of sales of displays as well as sales of other hardware. For the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 product revenue ~~decreased~~increased by ~~$1.7~~$1.3 million and ~~$1.7~~$2.2 million, respectively, primarily due to ~~unexpected down time experienced with manufacturing equipment~~increased shipments to customers in NATO countries, increased medical revenues and ~~resulting capacity constraints which delayed $1.3 million~~shipments of ~~display shipments into~~displays used for the ~~fourth quarter.~~ ENVG-B program.

Contract revenue primarily reflected development associated with a proof of concept display for ~~our Tier One Consumer Company.~~a tier one consumer company. For the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 contract revenue ~~increased~~decreased by ~~$0.1~~$0.4 million and ~~decreased by $1.2~~$0.7 million, respectively, as compared to the prior ~~periods,~~period, 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						Three Months Ended						Six Months Ended
	September 30,						September 30,						June 30,						June 30,
	2021		2020		Change		2021		2020		Change		2022		2021		Change		2022		2021		Change
Product	$	4,962	$	5,385	$	(423)	$	15,135	$	15,153	$	(18)	$	5,522	$	5,466	$	56	$	10,309	$	10,173	$	136
Contract		261		234		27		861	$	1,487		(626)		68		242		(174)		150		600		(450)
Total cost of revenues	$	5,223	$	5,619	$	(396)	$	15,996	$	16,640	$	(644)	$	5,590	$	5,708	$	(118)	$	10,459	$	10,773	$	(314)

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. Cost of contract revenue includes direct and allocated indirect costs associated with performance on the contracts, primarily engineering resources and materials. Total cost of revenues for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 decreased by ~~$0.4~~$0.1 million and ~~$0.6~~$0.3 million, respectively from the comparable prior year period ~~primarily~~ due to ~~the impact of decreased product and contract revenues. As discussed~~improvements 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.yield.

Product ~~costs~~cost of ~~goods sold~~revenues for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021 were negatively impacted by a decrease in displays produced in~~2022, increased from the ~~third quarter~~prior year period, primarily due to ~~equipment issues, which resulted~~the increases in ~~increased~~revenue.

Contract cost of ~~sales, due~~revenues for the three and six months ended June 30, 2022 decreased $0.2 million and $0.5 million, respectively, compared to ~~a decrease in~~ the ~~capitalization of~~prior year period, ~~costs into inventory.~~reflecting decreased contract revenue.

The following table outlines product and contract ~~total~~ gross profit and related gross margins for the three and ~~nine~~six months ended ~~September~~June 30, 2022 and 2021 ~~and 2020(dollars~~(dollars in thousands):


	Three Months Ended						Nine Months Ended						Three Months Ended						Six Months Ended
	September 30,						September 30,						June 30,						June 30,
	2021			2020			2021			2020			2022			2021			2022			2021
Product revenues gross profit	$	351		$	1,593		$	2,025		$	3,719		$	1,504		$	276		$	3,744		$	1,674
Product revenues gross margin		7	%		23	%		12	%		20	%		21	%		5	%		27	%		14	%
Contract revenues gross profit	$	208		$	99		$	813		$	1,383		$	65		$	295		$	314		$	605
Contract revenues gross margin		44	%		30	%		49	%		48	%		49	%		55	%		68	%		50	%
Total gross profit	$	559		$	1,692		$	2,838		$	5,102		$	1,569		$	571		$	4,058		$	2,279
Total gross margin		10	%		23	%		15	%		23	%		22	%		9	%		28	%		17	%

Total gross profit is a function of revenues less cost of revenues. Gross profit for the three months ended ~~September~~June 30, ~~2021~~2022 of ~~$0.6~~$1.6 million ~~decreased $1.1~~increased $1.0 million, from the comparable prior year period reflecting ~~decreased~~increased product revenues and the impact of higher average selling prices in the current year’s periods due to price increases and 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.~~ mix. Total gross margin was ~~10%~~22% and ~~15 %~~28% for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022, respectively, compared to ~~23%~~9% and ~~23%~~17% for the comparable ~~2020 periods, respectively.~~2021 periods.

The product gross profit of ~~$0.4~~$1.5 million and ~~$2.0~~$3.7 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021, respectively, decreased~~2022, increased from $0.3 million and $1.7 million in the comparable prior year periods due to ~~decreased~~increased shipments of displays in the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 combined with the favorable impact of ~~lower manufacturing volumes~~price increases, improvements in yields and ~~decreases~~increases in period costs capitalized into inventory due to ~~equipment issues that occurred during the second and third quarters of 2021.~~increased production volumes.

Contract gross margin is dependent upon the mix of internal labor costs 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~~six months ended ~~September~~June 30, ~~2021,~~2022, contract revenue gross profit was ~~$0.2~~$0.1 million and ~~$0.8~~$0.3 million compared to ~~$0.1~~$0.3 million and ~~$1.4~~$0.6 million, respectively, for the prior year period. The ~~changes~~decrease in contract gross ~~profit~~margin for the three ~~and nine~~ months ended ~~September~~June 30, ~~2021~~2022 versus the ~~comparable~~ prior year ~~periods~~period is primarily ~~reflects~~due to the ~~changes in contract~~mix of higher margin consumer contracts versus military revenues.

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Operating Expenses


	Three Months Ended								Nine Months Ended								Three Months Ended								Six Months Ended
	September 30,								September 30,								June 30,								June 30,
	2021			2020			Change		2021			2020			Change		2022			2021			Change		2022			2021			Change
Research and development expense	$	1,669		$	1,734		$	(65)	$	5,299		$	4,313		$	986	$	1,457		$	1,788		$	(331)	$	2,941		$	3,630		$	(689)
Percentage of net revenue		29	%		24	%				28	%		20	%				20	%		28	%				20	%		28	%
Selling, general and administrative expense	$	2,203		$	1,824		$	379	$	5,717		$	5,334		$	383	$	1,904		$	1,690		$	214	$	4,074		$	3,514		$	560
Percentage of net revenue		38	%		25	%				30	%		25	%				27	%		27	%				28	%		27	%
Total operating expenses	$	3,872		$	3,558		$	314	$	11,016		$	9,647		$	1,369	$	3,361		$	3,478		$	(117)	$	7,015		$	7,144		$	(129)
Percentage of net revenue		67	%		49	%				58	%		44	%				47	%		55	%				48	%		55	%

Research and Development Expense

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~~expense was $1.5 million and ~~$5.3~~$2.9 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~.2022, compared to $ 1.8 million and $3.6 million, respectively, in the prior year period. The decrease in R&D costs in the ~~third~~second quarter ~~were comparable~~and first six months of 2022 primarily reflect lower allocations of production costs to R&D due to the ~~prior year period. The increase in R&D costs for~~completion of development work on 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~~process in the ~~2021 periods.~~last quarter of 2021.

Selling, General and Administrative Expense

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~~six months ended ~~September~~June 30, ~~2021,~~2022 of ~~$2.2~~$0.2 million and ~~$5.7~~$0.6 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.~~increase in legal fees.

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~~Other income related to the change in fair value of warrant liability was ~~$4.7~~$0.2 million for the three months ended ~~September~~June 30, ~~2021 and $0.2~~ 2022, compared to other expense of $2.6million for the ~~nine~~three months ended ~~September~~June 30, ~~2021, respectively.~~2021. 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~~three and six months ended ~~September~~June 30, ~~2021~~2022, 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. During the three and six months ended June 30, 2022 we started to depreciate assets purchased with government awards and pursuant to our accounting policy, we began to record systematic reductions in the deferred income – government awards liability to recognize income associated with these grants over their useful, or depreciable lives. For each quarterly period going forward we will reduce the government awards liability and record a credit to other income equal to the related quarterly depreciation on any assets purchased with government funds. During the three and six months ended June 30, 2022 we recognized other income of $0.2 million related to these assets.

Gain on forgiveness of debt

Gain on forgiveness of debt of ~~$2.0~~$1.9 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~~on March 31, 2021, pursuant to the terms of the Paycheck Protection Program and the CARES Act.

Liquidity and Capital Resources

As of ~~September~~June 30, ~~2021,~~2022, we had $~~7.3~~4.3 million in cash and cash equivalents, working capital of ~~$11.1~~$12.3 million and borrowings outstanding and borrowing availability under the ABL Facility of $~~2.0~~2.1 million and $~~1.9~~0.7 million, respectively. ~~The Company~~We had ~~$8.3~~$5.7 million in cash, working capital of ~~$12.1~~$11.8 million and borrowings outstanding and borrowing availability under the ABL Facility of ~~$1.9~~$2.0 million and $~~2.1~~2.3 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~~had been awarded a $33.6 million contract over the ~~next~~following 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~~Assurance. We have used and ~~will be used~~expect to continue to use the investment to increase capacity and sustain

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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.

As of June 30, 2022, we have ordered all equipment awarded by these grants, including a production-capable dPd organic deposition tool that is expected to improve yield and throughput of this innovative technology. We have taken delivery of seven pieces of production equipment and expended $19.3 million of the total $39.1 million in government granted awards for progress payments required by capital equipment vendors.

For the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 cash used in operating activities were ~~$6.7~~$1.8 million which was attributable to a net loss of ~~$6.4~~$1.6 million and ~~changes in~~cash used by operating assets and liabilities of ~~$(0.8)~~$1.0 million and non-cash income and expenses of ~~$0.5~~$0.7 million. Cash used in operating activities for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 was ~~$1.7~~$2.1 million.

For the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 cash used in investing activities was ~~$10.1~~$8.5 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~~$7.4 million.

As of ~~September~~June 30, ~~2021,~~2022, we had outstanding commitments to purchase approximately $~~987~~0.9 ~~thousand~~million in capital expenditures, and expect to make additional capital expenditures during ~~2021~~2022 to improve our manufacturing and R&D capabilities. These commitments exclude ~~$16.5~~$16.4 million expected to be purchased and funded by the DoD, as described above. Cash used in investing activities during ~~nine~~the six months ended ~~September~~June 30, ~~2020~~2021 was ~~$1.5~~$5.7 million for equipment purchases.

For the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, cash provided by financing activities ~~was $15.0~~of $8.7 million, ~~including $6.4 million in proceeds from the exercise of warrants and employee stock options, and~~includes proceeds from government grants of ~~$8.7~~$6.6 million, and public offering (ATM) proceeds of $2.1 million offset by net ~~repayments~~borrowings of $0.1 million under our ABL Facility. Net cash provided by financing activities during the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 was ~~$11.8~~$9.4 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. For the six months ended June 30, 2022, a net loss of $1.6 million was incurred and cash used in operating activities of $1.8 million. As of June 30, 2022, we had $4.3 million of cash, $2.1 million of outstanding indebtedness and borrowing availability of $0.7 million under our ABL Facility.

Our ABL Facility expires on December 31, 2022, and renews automatically for another year unless terminated pursuant to its terms. The ~~COVID-19 pandemic has significantly increased economic and demand uncertainty across~~ABL Facility agreement contains certain lenders remedies that give the ~~globe. It~~bank the ability to impose discretionary reserves against our borrowing availability or terminate the facility upon events of default. Although our relationship with the lender 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,positive, there is ~~a significant degree of uncertainty~~no assurance the lender will renew or extend this facility or continue to make funds available during 2022 and ~~lack of visibility as to the extent and duration of the COVID-19 pandemic and related slowdowns~~beyond at present availability levels, 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.at all.

Due to continuing losses, ~~the COVID-19 pandemic,~~our financial position, and uncertainty regarding our ~~need or~~ ability to borrow under our ABL Facility, or continue to raise funds under our ATM facility, we may not be able to meet our financial obligations as they become due without additional financing or sources of capital. In addition, the COVID-19 pandemic and disruptions caused by the war in Ukraine have significantly increased economic and demand uncertainty across the globe and contributed to supply chain shortages and disruptions. Although demand for our products has remained steady, inflationary factors and our ability to obtain components and other materials or services on a timely basis has resulted in manufacturing delays, and increased costs. If these trends worsen as a result of COVID-19, the Ukraine war, or other semiconductor supply chain issues or result in lost orders it could materially and adversely affect our business, financial condition, and results of operations. Management is prepared to reduce expenses and raise additional capital, but there can be no assurance that we will be successful in sufficiently reducing expenses or raising capital to meet its operating needs.

We have taken actions to increase revenues and to reduce expenses and are considering financing alternatives. Our plans with regard to these matters include the following actions: 1) focus production and engineering resources on improving manufacturing yields and increasing production volumes, 2) continue a Work Status Reduction program that began in October 2019 wherein senior management work status was reduced by approximately 20%, 3) continue to utilize government grants for purchase of capital equipment and funding manufacturing personnel, 4) reduce discretionary and other expenses, 5) seek to enter new markets, 6) sell shares under our At the Market, or ATM, equity facility entered into in November 2021, and 7) consider additional financing and/or strategic alternatives.

We are reassessing our business plans and forecasts over the next two years. Based on our known cash needs as of July 2022, our latest forecast of revenues and expenses, and the anticipated availability of our ABL facility, we have developed plans to extend our

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liquidity to support working capital requirements through the third quarter of 2023 and beyond.

However, there can be no assurance our plans will be achieved and we will be able to meet our financial obligations as they become due without obtaining 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,~~18, 2021, 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.~~stock under an ATM facility. On ~~June 10, 2020,~~November 18, 2021, we also filed a prospectus supplement to ~~update and amend~~allow the ~~aggregate amount~~sale of shares ~~we could sell pursuant~~of our common stock having an aggregate offering price of up to $10.0 million under the ATM ~~Agreement.~~facility.

~~During 2020,~~For the six months ended June 30, 2022, we raised ~~$9.8~~$2.1 million ~~net of offering expenses,~~ through the sale of shares under the ATM ~~Agreement which represented the remaining amount available under the~~ facility. During 2021, we raised $0.2 million, net of offering expenses. We used and intend to use the net proceeds from sales made under the ATM ~~Agreement~~facility for working capital and other general corporate purposes. We had approximately $7.5 million of potential sales remaining under the ATM facility, gross of offering expenses as of June 30, 2022.

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~~renewed on December 31, 2021 for a one-year ~~term unless written notice to terminate the Financing Agreement is provided by either party.~~term.

~~The~~Our ABL Facility ~~renewed~~expires on December 31, ~~2020~~2022 and ~~will~~renews automatically ~~renew on December 31, 2021~~ for ~~a one-year term~~another year unless ~~written notice~~terminated pursuant to its terms. Our ABL Facility agreement contains certain lenders remedies that give the bank the ability to impose discretionary reserves against our borrowing availability or terminate the ~~Financing Agreement is provided by either party.~~facility upon events of default.

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~~June 30, ~~2021,~~2022, we had ~~$2.0~~$2.1 million in borrowings, had unused borrowing availability of $~~1.9~~0.7 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.~~

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of the end of the period covered by this Report.

Our disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of our disclosure control system are met. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected. Based on our evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this Report, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

During the quarter ended ~~September~~June 30, ~~2021,~~2022, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Despite the impact of the COVID-19 pandemic, due to our classification as an essential business in the State of New York, our finance and administrative workforce worked onsite during the quarter ended September 30, 2021. Although the workforce occasionally works form home on isolated days, these changes to the working environment did not have a material effect on our internal controls over financial reporting during the most recent quarter. We are continually monitoring and assessing the impact of the COVID-19 pandemic on our internal controls to minimize the impact on their design and operating effectiveness.

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PART II – OTHER INFORMATION

ITEM 1. Legal Proceedings

From time to time, we may become subject to various legal proceedings that are incidental to the ordinary conduct of our business. In the ordinary course of business, we may be subject from time to time to various proceedings, lawsuits, disputes, or claims. We investigate these claims as they arise. Although ~~the results of litigation and~~ claims ~~cannot be predicted with certainty, as of September 30, 2021,~~are inherently unpredictable, we are currently not ~~presently subject to~~aware of any ~~pending or threatened litigation~~matters that, ~~we believe,~~ if determined adversely to us, would individually or ~~in the aggregate~~taken together, reasonably be ~~reasonably~~ expected to have a material adverse effect on our ~~business. Regardless~~business, financial position, results of ~~the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.~~operations, or cash flows.

ITEM 1A. Risk Factors

We operate in a rapidly changing environment that involves a number of risks that could materially affect our business, financial condition or future results, some of which are beyond our control. In addition to the other information set forth in this Report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our ~~2020~~2021 Form 10-K. In addition, refer to our discussion in the Management’s Discussion and Analysis of Financial Condition and Results of Operations, and other sections of this report, which address the effects of the COVID-19 pandemic and ~~possible impacts on~~the war in Ukraine, inflationary factors and our ability to continue as a going concern. The COVID-19 pandemic can also exacerbate other risks discussed in the “Risk Factors” sections of our ~~2020~~2021 Form 10-K and this Report, which could in turn have a material adverse effect on us. The “Risk Factors” section in our ~~2020~~2021 Form 10-K otherwise remains current in all material respects. The risks discussed in the “Risk Factors” section in our ~~2020~~2021 Form 10-K do not identify all risks that we ~~face—our~~face. Our operations could also be affected by factors that are not presently known to us or that we currently consider to be immaterial to our operations. Due to risks and uncertainties, known and unknown, our past financial results may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods.

~~Risks related to Manufacturing~~Significant Congressional delays or reductions in appropriations for programs our military customers participate in, and U.S. government funding more broadly, can negatively impact our ~~Supply Chain~~

~~Semiconductor industry supply chain shortages~~sales of microdisplays and increased demand may reduce the availability of raw materials we need for production and have led to longer lead times and increased material costs. If we are unable to purchase sufficient quantities of raw materials at acceptable prices, we may be unable to meet demand for our products in a timely manner or within budget.

Should our semiconductor industry suppliers be unable to provide us with the raw materials in the amounts we require for production, due to either capacity constraints, ongoing supply chain disruptions, or natural disasters, our ability to manufacture microdisplays would be adversely affected. Our inability 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.~~

A September 2021 U.S. presidential executive order concerning mandatory COVID-19 vaccination of U.S.-based employees of companies that work on or in support of federal contracts could have a material adverse impact on our business and results of operations.

On September 9, 2021, U.S. President Biden issued an executive order requiring all employers with U.S. Government contracts to ensure that their U.S.-based employees, contractors, and subcontractors, that work on or in support of U.S. Government contracts, are fully vaccinated by January 4, 2022. The executive order includes on-site, and remote U.S.-based employees, contractors and subcontractors and it only permits limited exceptions for medical and religious reasons. The executive order will require all our U.S.-based employees, contractors, and subcontractors to be vaccinated against COVID-19, unless a religious or medical exemption applies.

It is currently not possible to predict with certainty the impact the executive order will have on our workforce. As a U.S. business that supports several key military programs and U.S Government contractors, we are requiring all of our U.S. based employees, contractors, and subcontractors that service or support our U.S. Government contracts to be fully vaccinated by January 4, 2022. 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~~position, results of ~~operations.~~operations and/or cash flows.

~~Risks related~~U.S. government programs are subject to annual Congressional budget authorization and appropriation processes. For many military programs, including those our ~~Common Stock~~

~~The majority holder~~customers participate in, Congress appropriates funds on an annual fiscal year basis even though the program performance period may extend over several years. Programs are often partially funded initially, and additional funds are committed only as Congress makes further appropriations. We cannot predict the extent to which funding for individual programs will be included, increased, or reduced as part of the annual appropriations ultimately approved or in separate supplemental appropriations or continuing resolutions and what the impact will be on our customers buying decisions regarding purchases of our Series B convertible stock, has prevented, and may in the future prevent, us from entering into significant corporate transactions that our management and Board have otherwise approved, including certain capital raising transactions.microdisplays.

The exercise of rights by the majority holder of the Series B convertible preferred stock has impaired, and may in the future impair, our ability to enter into significant corporate transactions, including certain capital raising transactions. For example, the securities purchase agreement pursuant to which we sold the Series B convertible preferred stock provides that so long as there are holders of at

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least 577 outstanding shares of series B convertible preferred stock and until such date that (i) all shares of our Series B convertible stock become eligible for resale under Rule 144 without volume restrictions or (ii) a registration statement registering the sale of such shares becomes effective, unless we obtain the prior written consent of the majority holders, we may not issue or sell any securities in a capital raising transaction, unless such securities are not and will not be registered under the Securities Act until on or after the effective date of a registration statement registering the sale of the Series B convertible stock. The majority holder of our series B convertible preferred stock, has previously withheld consent to certain capital raises that were proposed by our management and approved by our Board, most recently in September 2021. As a result, we were unable to proceed with the proposed offerings and raise capital at the times, at the prices and in the amounts, that our management and our Board deemed most beneficial to the Company. There can be no assurances that the majority holder of our Series B convertible preferred stock, will not withhold its consent for any future capital raise we propose.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

ITEM 3. Defaults Upon Senior Securities

None.

ITEM 4. Mine Safety Disclosures

Not applicable.

ITEM 5. Other Information

None.

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ITEM 6. Exhibits


Exhibit ‎Number		Description

2.1		Agreement and Plan of Merger between Fashion Dynamics Corp., FED Capital Acquisition Corporation and FED Corporation dated March 13, 2000 (incorporated by reference to exhibit 2.1 to the Registrant's Current Report on Form 8-K/A filed on March 17, 2000).

3.1		Amended and Restated Certificate of Incorporation (incorporated by reference to an appendix to the Registrant's Definitive Proxy Statement filed on September 21, 2006).

3.2		Certificate of Amendment of Amended and Restated Certificate of Incorporation (incorporated by reference to an appendix to the ~~Registrant's~~Registrant’s Definitive Proxy Statement filed on October 26, 2010).

3.3		~~By laws~~Bylaws of the ~~Company~~Registrant (incorporated by reference to exhibit 99.3 to the Registrant's Definitive Proxy Statement filed on June 14, 2001).

3.4		Certificate of Designations of Series B Convertible Preferred Stock (incorporated by reference to Exhibit 4.2 of the Registrant’s current report on Form 8-K filed on December 23, 2008).

3.5		Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 3.4 to the ~~Registrant's~~Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 filed on May 13, 2021).

4.1		Common Stock Purchase Warrant issued on March 24, 2017, set forth as Exhibit 4.5 to the Company’s quarterly report on form 10-Q filed on November 9, 2017 (incorporated by reference to exhibit 4.5 to the Company’s Quarterly Report on Form 10-Q filed on November 9, 2017).

4.2		Form of Common Stock Purchase Warrant set forth as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 24, 2017 (incorporated by reference to exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 24, 2017).

4.3		Form of Common Stock Warrant Agreement and Common Stock Purchase Warrant Certificate (incorporated by reference to exhibit 4.2 to the Company’s registration statement on Form S-1/A filed on January 23, 2018).

4.4		Form of Common Stock Purchase Warrant (incorporated by reference to ~~Exhibit 4.1~~exhibit 4.2 of the Registrant’s ~~report on Form 8-K filed on December 23, 2008).~~
~~4.2~~	~~Form of Letter Agreement (incorporated by reference to Exhibit 4.1 to the Registrant's report~~Current Report on Form 8-K filed on August 24, 2016).
~~4.3~~	~~Form of common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s report on Form 8-K filed on December 18, 2015).~~
~~4.4~~4.5		Form of Common Stock Purchase Warrant ~~issued to the Warrant Holders in the Transaction~~ (incorporated by reference to ~~Exhibit 4.2 to~~exhibit 4.1 of the ~~Registrant's report~~Registrant’s Current Report on Form 8-K filed on ~~August 24, 2016)~~April 8, 2019).
~~4.5~~	Common Stock Purchase Warrant issued on March 24, 2017 to the holder of an unsecured line of credit (incorporated by reference to exhibit 4.5 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 filed on November 9, 2017).
~~4.6~~4.7		Form of Common Stock Purchase Warrant ~~issued to the Warrant Holders in conjunction with an issuance of common shares on May 19, 2017~~ (incorporated by reference to ~~Exhibit 4.1 to~~exhibit 4.2 of the ~~Registrant's report~~Registrant’s Current Report on Form 8-K filed on ~~May 24, 2017)~~April 12, 2019).

4.8		Description of ~~Registrants~~Registrant's Securities (incorporated by reference to Exhibit 4.8 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2021 filed on March 10, 2022).

10.1		Lease between International Business Machines Corporation (“IBM”) and FED Corporation dated May 28, 1999 (incorporated by reference to exhibit 10.9 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2000 filed on March 30, 2001).

10.2		Securities Purchase Agreement, dated December 18, 2008 (incorporated by reference to exhibit 99.1 of the Registrant’s Current Report on Form 8-K filed on December 23, 2008).

10.3		2011 Incentive Stock Plan (incorporated by reference to exhibit 99.1 of the Registrant’s Current Report on Form 8-K filed on November 8, 2011).*

10.4		2013 Incentive Stock Plan (incorporated by reference to an appendix to the Registrant's Definitive Proxy Statement filed on April 2, 2013).*

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10.5		8th Lease Amendment between International Global Foundries U.S. 2 LLC and eMagin Corporation, effective as of March 21, 2016 (incorporated by reference to exhibit 99.1 of the Registrant’s Current Report on Form 8-K filed on May 9, 2016).

10.6		Financing Agreement, dated as of December 29, 2016, by and between the Company and Rosenthal & Rosenthal, Inc. (incorporated by reference to exhibit 10.31 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2016 filed on March 29, 2017).

10.7		Form of Amended and Restated Change in Control Agreement (incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 18, 2019).

10.8		2019 Employee and Consultant Stock Option and Incentive Plan (incorporated by reference to an appendix to the Registrant's Definitive Proxy Statement filed on October 23, 2019).*

10.9		2019 Non-Employee Director Stock Option and Incentive Plan (incorporated by reference to an appendix to the Registrant's Definitive Proxy Statement filed on October 23, 2019).*

10.10		12th Lease Amendment between IPark East Fishkill and eMagin Corporation, effective as of November 20, 2020 (incorporated by reference to exhibit 10.10 to the Company's Current Report on Form 10-K filed on March 19, 2021).

10.11		At Market Offering Agreement, dated November 18, 2021, between eMagin Corporation and H.C. Wainwright & Co., LLC (incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 19, 2021).

10.12		Form of Securities Purchase Agreement (incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 8, 2019).

10.11		Prototype Project Agreement for Organic Light Emitting Diode (OLED) Micro-Displays, dated as of June 8, 2020, between the Company and the United States of America (incorporated by reference to exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on August 13, 2020).

31.1		Certification by ~~Principal~~Chief Executive Officer pursuant to Sarbanes Oxley Section 302 ~~of the Sarbanes-Oxley Act of 2002.~~(filed herewith).
~~(1)~~
31.2		Certification by ~~Principal~~Chief Financial Officer pursuant to Sarbanes Oxley Section 302 ~~of the Sarbanes-Oxley Act of 2002.~~(filed herewith).
	~~(1)~~
32.1		Certification by ~~Principal~~Chief Executive Officer pursuant to 18 U.S.C. Section 1350 ~~as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~(furnished herewith).
		~~(2)~~
32.2		Certification by ~~Principal~~Chief Financial Officer pursuant to 18 U.S.C. Section 1350 ~~as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~(furnished herewith).
	~~(2)~~
101.INS		Inline XBRL Instance Document ~~(1)~~(filed herewith).

101.SCH		Inline XBRL Taxonomy Extension Schema Document (filed herewith).
~~(1)~~
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith).
~~(1)~~
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith).
~~(1)~~
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document (filed herewith).
~~(1)~~
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith).
~~(1)~~
104.		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) ~~(1)~~(filed herewith).


~~(1) Filed herewith.~~
~~(2) Furnished herewith.~~* Each of the Exhibits noted by an asterisk is a management compensatory plan or arrangement.

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SIGNATURES

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

Date: ~~November 12, 2021~~August 11, 2022


	eMAGIN CORPORATION

	By:	/s/ Andrew G. Sculley
		Andrew G. Sculley
		Chief Executive Officer
		Principal Executive Officer

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