RELATED PARTY TRANSACTIONS | NOTE 17. RELATED PARTY TRANSACTIONS American Rebel Holding, Inc. Secured Promissory Notes On October 1, 2020, the Company advanced $ 250,000 to American Rebel Holdings, Inc. (AREB) under a secured promissory note. The CEO, President and Chairman of AREB is the brother of the Company’s CEO, President and Chairman. Such note bears interest at 8 % and is secured by all the tangible and intangible assets of the Company that are not currently secured by other indebtedness. The Company also received warrants to purchase 1,250,000 shares of AREB common stock at an exercise price of $ 0.10 per share with a five-year term . This note had an original maturity date of January 2, 2021 ; however, additional provisions within the note provided for an extension of the maturity date for fourteen months due to AREB’s failure to raise $300,000 in new debt or equity financing prior to the original maturity date. Upon this extension, the AREB was obligated to make equal monthly payments of principal and interest over the extended period of the note. On October 21, 2020, the Company advanced $ 250,000 to AREB under a second secured promissory note. Such note bears interest at 8 % and is secured by inventory manufactured and revenue/accounts receivable derived from a specific purchase order. The Company also received warrants to purchase 1,250,000 shares of AREB common stock at an exercise price of $ 0.10 per share with a five-year term . April 21, 2021 , subject to full repayment upon AREB closing on debt or equity financings of at least $600,000, and the receipt of revenue from the sale of inventory sold under the specific purchase order serving as collateral. On March 1, 2021, the Company advanced an additional $ 117,600 to AREB on terms similar to the previously issued notes. On April 21, 2021, the parties agreed to the terms of a Debt Settlement Agreement and Mutual Release regarding the following: (a) the secured promissory note dated October 1, 2020; (b) the secured promissory note dated October 21, 2020; and (c) an advance made by the Company on March 1, 2021. The parties arranged for a lump sum payment aggregating $ 639,956 to liquidate all outstanding debt including accrued interest for the two delinquent notes and the advance which lump-sum payment was made on April 21, 2021. ************************************* This quarterly report on Form 10-Q (the “Report”) of Digital Ally, Inc. (the “Company”, “we”, “us”, or “our”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “may,” “should,” “could,” “will,” “plan,” “future,” “continue,” and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters identify forward-looking statements. These forward-looking statements are based largely on our expectations or forecasts of future events, can be affected by inaccurate assumptions, and are subject to various business risks and known and unknown uncertainties, a number of which are beyond our control. Therefore, actual results could differ materially from the forward-looking statements contained in this document, and readers are cautioned not to place undue reliance on such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. A wide variety of factors could cause or contribute to such differences and could adversely impact revenues, profitability, cash flows and capital needs. There can be no assurance that the forward-looking statements contained in this document will, in fact, transpire or prove to be accurate. Factors that could cause or contribute to our actual results differing materially from those discussed herein or for our stock price to be adversely affected include, but are not limited to: (1) our losses in recent years, including during fiscal 2020 and 2019; (2) economic and other risks for our business from the effects of the COVID-19 pandemic, including the impacts on our law-enforcement and commercial customers, suppliers and employees and on our ability to raise capital as required; (3) our ability to increase revenues, increase our margins and return to consistent profitability in the current economic and competitive environment; (4) our operation in developing markets and uncertainty as to market acceptance of our technology and new products; (5) the availability of funding from federal, state and local governments to facilitate the budgets of law enforcement agencies, including the timing, amount and restrictions on such funding; (6) our ability to deliver our new product offerings as scheduled in 2020, such as the Shield™ disinfectant/sanitizers products and ThermoVU ® Current Trends and Recent Developments for the Company Overview We supply technology-based products utilizing our portable digital video and audio recording capabilities for the law enforcement and security industries and for the commercial fleet and mass transit markets. We have the ability to integrate electronic, radio, computer, mechanical, and multi-media technologies to create positive solutions to our customers’ requests. Our products include: the DVM-800 and DVM-800 Lite, which are in-car digital video mirror systems for law enforcement; the FirstVU and the FirstVU HD, which are body-worn cameras; our patented and revolutionary VuLink product, which integrates our body-worn cameras with our in-car systems by providing hands-free automatic activation for both law enforcement and commercial markets; the DVM-250 and DVM-250 Plus, which are our commercial line of digital video mirrors that serve as “event recorders” for the commercial fleet and mass transit markets; and FleetVU and VuLink, which are our cloud-based evidence management systems. We introduced the EVO-HD product in the second quarter of 2019 and began full-scale deliveries in the third quarter 2019, which continued through 2020 and into 2021. The EVO-HD is designed and built on a new and highly advanced technology platform that will become the platform for a new family of in-car video solution products for the law enforcement and commercial markets. We believe that the launch of these new products will help to reinvigorate our in-car and body-worn systems revenues while diversifying and broadening the market for our product offerings. Additionally, we introduced two new lines of branded products: (1) the ThermoVu ® We experienced operating losses for the first, second, and third quarters of 2021 and all quarters during 2020. The following is a summary of our recent operating results on a quarterly basis: September 30, 2021 June 30, 2021 March 31, 2021 December 31, 2020 September 30, 2020 Total revenue $ 4,639,822 $ 2,493,671 $ 2,535,829 $ 2,798,291 $ 3,558,640 Gross profit (loss) 1,400,570 1,260,800 811,882 1,182,160 1,222,648 Gross profit margin % 30.2 % 50.6 % 32.0 % 43.0 % 34.1 % Total selling, general and administrative expenses 4,999,543 3,877,684 3,677,575 2,931,334 3,066,606 Operating loss (3,598,973 ) (2,616,884 ) (2,865,693 ) (1,749,174 ) (1,843,958 ) Operating loss % (77.6 )% (105.0 )% (113.0 )% (63.2 )% (51.4 )% Net income (loss) attributable to common stockholders $ 8,068,799 $ (5,382,487 ) $ 21,721,858 $ (321,318 ) $ 527,442 Our business is subject to substantial fluctuations on a quarterly basis as reflected in the significant variations in revenues and operating results in the above table. These variations result from various factors, including but not limited to: (1) the timing of large individual orders; (2) the traction gained by products, such as the recently released EVO HD, the ThermoVU ® Off-Balance Sheet Arrangements We do not have any off-balance sheet debt, nor did we have any transactions, arrangements, obligations (including contingent obligations) or other relationships with any unconsolidated entities or other persons that may have a material current or future effect on financial conditions, changes in the financial conditions, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenue or expenses other than the following: We are a party to operating leases and license agreements that represent commitments for future payments (described in Note 8, “Operating Leases,” to our condensed consolidated financial statements) and we have issued purchase orders in the ordinary course of business that represent commitments to future payments for goods and services. For the Three Months Ended September 30, 2021 and 2020 Results of Operations Summarized immediately below and discussed in more detail in the subsequent sub-sections is an analysis of our operating results for the three months ended September 30, 2021 and 2020, represented as a percentage of total revenues for each respective year: Three months ended September 30, 2021 2020 Revenue 100 % 100 % Cost of revenue 70 % 66 % Gross profit 30 % 34 % Selling, general and administrative expenses: Research and development expense 11 % 11 % Selling, advertising and promotional expense 33 % 22 % General and administrative expense 65 % 52 % Total selling, general and administrative expenses 108 % 85 % Operating loss (78 )% (51 )% Change in fair value of proceeds investment agreement — % 66 % Change in fair value of derivative liabilities 250 % — % Other income and interest expense, net 2 % — % Income before income tax benefit 173 % 15 % Income tax (provision) — % — % Net income 173 % 15 % Net loss attributable to noncontrolling interests of consolidated subsidiary 1 % — % Net income (loss) attributable to common stockholders 174 % 15 % Net income (loss) per share attributable to common stockholders information: Basic $ 0.16 $ 0.02 Diluted $ 0.16 $ 0.02 Revenues We sell our video recording products and services to law enforcement and commercial customers in the following manner: ● Product sales to domestic customers are made direct to the end customer (typically a law enforcement agency or a commercial customer) through its sales force, which is composed of its employees. Revenue is recorded when the product is shipped to the end customer. ● Product sales to international customers are made through independent distributors who purchase products from the Company at a wholesale price and sell to the end user (typically law enforcement agencies or a commercial customer) at a retail price. The distributor retains the margin as its compensation for its role in the transaction. The distributor generally maintains product inventory, customer receivables and all related risks and rewards of ownership. Accordingly, upon application of steps one through five above, revenue is recorded when the product is shipped to the distributor consistent with the terms of the distribution agreement. ● Repair parts and services for domestic and international customers are generally handled by its inside customer service employees. Revenue is recognized upon shipment of the repair parts and acceptance of the service or materials by the end customer. ● Service sales through Nobility Healthcare are driven through relationships with medium to large healthcare organizations, in which revenue is recognized upon execution of services. Through TicketSmarter, service sales are driven largely in part to the usage of the TicketSmarter.com marketplace by buyers and sellers, in which the Company collects service fees for each transaction. We may discount our prices on specific orders based upon the size of the order, the specific customer and the competitive landscape. Nobility Healthcare offers leading-edge revenue cycle management solutions to medium and large healthcare organizations throughout the country. Nobility Healthcare’s customers are spread across a wide range of practices and specialties, including radiology, oncology, orthopedics, pediatrics, internal medicine, and cardiology. TicketSmarter is a ticket resale marketplace with seats offered at over 125,000 live events, with over 48 million tickets for sale through its TicketSmarter.com platform. TicketSmarter is committed to developing meaningful relationships with conferences, teams, and charities across the country. The COVID-19 pandemic had an impact on all of our revenue streams in the third quarter 2021 and we expect it to adversely affect our revenues during the remainder of 2021. The COVID-19 pandemic had a negative impact generally on our legacy products and, in particular our commercial event recorder hardware (DVM-250 Plus) and in-car hardware for law enforcement (DVM-800) during the quarter. The COVID-19 pandemic had a positive impact generally on our new Shield TM ® Revenues for each of the third quarters of 2021 and 2020 were derived from the following sources: Three months ended September 30, 2021 2020 DVM-800 11 % 21 % ThermoVU/Shield 1 % 31 % FirstVu HD 5 % 11 % Cloud service revenue 6 % 6 % Extended warranty revenue 6 % — % EVO-HD 4 % 6 % Repair and service 1 % 10 % TicketSmarter sales 12 % — % TicketSmarter TNP sales 33 % — % Nobility Healthcare RCM 10 % — % Nobility Healthcare credentialing and services 2 % — % Accessories and other revenues 9 % 15 % 100 % 100 % Product revenues for the three months ended September 30, 2021 and 2020 were $1,356,454 and $2,958,579 respectively, a decrease of $1,602,125 (54%), due to the following factors: ● The Company generated revenues totaling over $39,075 during the three months ended September 30, 2021 compared to $1,128,849 for the same period in 2020 from its new product lines. Late in the second quarter of 2020, the Company launched two product lines in direct response to the increased safety precautions that organizations and individuals are taking due to the COVID-19 pandemic. ThermoVu ® ® ® The Company began offering the Shield™ line of disinfecting products to its first responder customers including police, fire and paramedics late in the second quarter of 2020. Commercial customers such as cruise lines, taxi-cab and para transit may also be good candidates for the products. The Company is considering enhancing the line of disinfectant products for additional related products including hardware to efficiently and effectively dispense the disinfectants. The Company is hopeful that its law enforcement and commercial customers will adopt this new product offering to combat the spread of the COVID-19 virus as well as other bacteria and viruses. ● In general, we have experienced pressure on our revenues as our in-car and body-worn systems are facing increased competition because our competitors have released new products with advanced features. Additionally, our law enforcement revenues declined during the three months ended September 30, 2021 compared to the same period in 2020,due to price-cutting and competitive actions by our competitors, adverse marketplace effects related to our patent litigation proceedings and our recent financial condition. We introduced our EVO-HD late in the second quarter of 2019 with the goal of enhancing our product line features to meet these competitive challenges and we started to see traction in late 2019 but sales in 2020 were hampered due to the COVID-19 pandemic. We expect customers and potential customers to review and test the EVO-HD prior to committing to this new product platform, all of which has been delayed due to the COVID-19 pandemic. We experienced continued interest in our EVO-HD, which resulted in increased revenues during the third quarter of 2021 and believe that customers are recognizing and are attracted to its advanced features. ● The COVID-19 pandemic has continued to delay the shipment of certain law enforcement orders since the first quarter of 2020 as police forces and governments deal with its impact. In addition, our salesmen were generally unable to meet with and demonstrate our products to our law enforcement customers because of travel and other restrictions imposed by cities and states due to the COVID-19 pandemic. In person demonstration of our products to potential customers is generally important in order to obtain new customers or upgrade existing customers. Our product sales to law enforcement decreased in the third quarter of 2021 compared to the same period in 2020, as the impact of the COVID-19 pandemic continues to impact our business. The COVID-19 pandemic impact remains relevant, as the shipment of commercial orders in the third quarter of 2021 remain slow, as cruise lines, taxi cabs, paratransit and other commercial customers continue to deal with its impact. In addition, our salesmen were generally unable to meet with and demonstrate our products to our commercial customers because of travel and other restrictions imposed by cities and states due to the COVID-19 pandemic. In person demonstration of our products to potential customers is generally required in order to obtain new customers or upgrade existing customers. Our product sales to commercial customers decreased in the third quarter of 2021 compared to the same period in 2020 due to the impact of the COVID-19 pandemic. ● Management has been focusing on migrating customers, from a “hardware sale” to a service fee model. Therefore, we expect a reduction in hardware sales as we convert these customers to a service model under which we provide the hardware as part of a recurring monthly service. In that respect, we introduced in the second quarter of 2020 a monthly subscription plan for our body worn cameras and related equipment that allowed law enforcement agencies to pay a monthly service fee to obtain body worn cameras without incurring a significant upfront capital outlay. We have noticed significant interest and success with this program, as we experienced a vast increase in our subscription contracts during the third quarter of 2021 compared to the same period in 2020. We expect this program to continue to hold traction, resulting in recurring revenues over a span of three to five years. Service and other revenues for the three months ended September 30, 2021 and 2020 were $3,283,368 and $630,061, respectively, which is an increase of $2,653,307 (421%), due to the following factors: ● Cloud revenues were $264,594 and $217,535 for the three months ended September 30, 2021 and 2020, respectively, an increase of $47,059 (22%). We have experienced increased interest in our cloud solutions for law enforcement primarily due to the deployment of our new cloud-based EVO-HD in-car system. However, the fallout from the COVID-19 pandemic and related business shut-downs adversely affected our commercial customers usage of cloud services and offset increases in cloud revenues. ● Revenues from extended warranty services were $298,840 and $322,887 for the three months ended September 30, 2021 and 2020, respectively, which is a decrease of $24,047 (7%). We have many customers that have purchased extended warranty packages, primarily in our DVM-800 premium service program. However, the effects from the COVID-19 pandemic and related restrictions on travel adversely affected our sales of DVM-800 hardware systems resulting in a decrease in their sales over the three months ended September 30, 2021 compared to the same period in 2020. ● Installation service revenues were $22,087 and $51,423 for the three months ended September 30, 2021 and 2020, respectively, which is a decrease of $29,336 (57%). Installation revenues tend to vary more than other service revenue types and are dependent on larger customer implementations. The decrease in installation revenues in the three months ended September 30, 2021 compared to the same period 2020 was attributable to the continued effects related to the COVID-19 pandemic. Additionally, our newer products require less installation services, as the products are further along in the set-up process prior to leaving the warehouse. ● Revenues from building rental income were $143,827 and $-0- for the three months ended September 30, 2021 and 2020, respectively, an increase of $143,827 (100%). The Company completed the purchase of an office/warehouse building in May 2021, in which current tenants were under a lease agreement. The agreement closed August 30, 2021. ● Revenues from TicketSmarter services were $2,050,679 and $-0- for the three months ended September 30, 2021 and 2020, respectively, an increase of $2,050,679 (100%). The Company completed the acquisitions of Goody Tickets, LLC and TicketSmarter, LLC on September 1, 2021, thus resulting in the new revenue stream for the Company. TicketSmarter collects fees on transactions administered through the TicketSmarter.com platform for the buying and selling of tickets for live events throughout the country. This increase reflects just one month of revenues within the new wholly-owned subsidiary, presenting a strong outlook moving forward. ● Revenues from Nobility Healthcare services were $560,484 and $-0- for the three months ended September 30, 2021 and 2020, respectively, an increase of $560,484 (100%). The Company completed the acquisitions of a private medical billing company on June 30, 2021 and another private medical billing company on August 31, 2021, thus resulting in the new revenue stream for the third quarter of 2021 for the Company. Nobility Healthcare provided revenue cycle management solutions and back-office services to healthcare organizations throughout the country. This increase reflects three months of the first acquired medical billing company revenues and just one month of the second acquired medical billing company revenues within the new wholly-owned subsidiary, presenting a strong outlook moving forward. Total revenues for the three months ended September 30, 2021 and 2020 were $4,639,822 and $3,588,640 respectively, an increase of $1,051,182 (29%), due to the reasons noted above. Cost of Revenue Cost of product revenue on units sold for the three months ended September 30, 2021 and 2020 was $1,197,217 and $2,177,676, respectively, a decrease of $980,459 (45%). The decrease in cost of goods sold for products is due to numerous factors in the period during 2020 that were not relevant to the same period in 2021. In the 2020 period, the Company experienced a move to its new warehouse facility, and a significant manufacturing slow down caused by the COVID-19 pandemic causing unfavorable overhead and labor variances for production in the second quarter of 2020, which management had decided to expense as a period cost. For the same period in 2021, the Company did not experience these factors, but further reduced the inventory reserve. Additionally, the decrease in cost of product revenues correlates directly with the decrease in revenues for the three months ended September 30, 2021 compared to the same period in 2020. Cost of service and other revenues for the three months ended September 30, 2021 and 2020 was $2,042,035 and $188,316, respectively, an increase of $1,853,719 (984%). The increase in service and other cost of goods sold is due to the expansion in service revenue streams through the acquisitions, and in particular, the TicketSmarter acquisition, completed during the three months ended September 30, 2021, of which would not be relevant for comparison to the same period in 2020. Our cost of service revenues as a percentage of revenues generated by TicketSmarter and the Nobility Healthcare are at a much higher percentage than our traditional law enforcement/commercial video sales. TicketSmarter and the Nobility Healthcare revenues represented 45% of total revenues for the three months ended September 30, 2021 which resulted in a substantially higher cost of revenues for the three months ended September 30, 2021 compared to the 2020 period. Total cost of sales as a percentage of revenues was 70% for the three months ended September 30, 2021 compared to 66% for the three months ended September 30, 2020. We believe our gross margins will improve during the remainder of 2021 as we increase revenues (in particular service and other revenues), shipping costs moderate and continue to reduce product warranty issues. We had $2,300,019 and $1,960,351 in reserves for obsolete and excess inventories at September 30, 2021 and December 31, 2020, respectively. Total raw materials and component parts were $3,068,418 and $3,186,426 at September 30, 2021 and December 31, 2020, respectively, a decrease of $118,008 (4%). Finished goods balances were $10,827,344 and $6,974,291 at September 30, 2021 and December 31, 2020, respectively, an increase of $3,853,053 (55%). The slight increase in the inventory reserve is primarily due to scrapping of older version inventory component parts that were mostly or fully reserved during the three months ended September 30, 2021. The remaining reserve for inventory obsolescence is generally provided for the level of component parts of the older versions of our PCB boards and the phase out of our DVM-750, DVM-500 Plus and LaserAlly legacy products. We believe the reserves are appropriate given our inventory levels at September 30, 2021. Gross Profit Gross profit for the three months ended September 30, 2021 and 2020 was $1,400,570 and $1,222,648 respectively, an increase of $177,922 (15%). The increase is commensurate with the increase in product and service revenues during the three months ended September 30, 2021 compared to the same period in 2020. Our goal is to improve our margins over the longer-term based on the expected margins of our recent healthcare billing and TicketSmarter acquisitions together with our traditional video business including sales traction from our EVO-HD, DVM-800, VuLink, FirstVU HD, and our cloud evidence storage and management offering if they gain traction in the marketplace and subject to a normalizing economy in the wake of the COVID-19 pandemic. In addition, if revenues from these products increase, we will seek to further improve our margins from them through economies of scale and more efficiently utilizing fixed manufacturing overhead components. We plan to continue our initiative to more efficient management of our supply chain through outsourcing production, quantity purchases and more effective purchasing practices. Lastly, we will continue to seek to further improve our margins through sensible and advantageous acquisitions as evidenced during the three months ended September 30, 2021. Selling, General and Administrative Expenses Selling, general and administrative expenses were $4,999,543 and $3,066,606 for the three months ended September 30, 2021 and 2020, respectively, which is an increase of $1,932,938 (63%). The significant components of selling, general and administrative expenses are as follows: Three months ended September 30, 2021 2020 Research and development expense $ 492,221 $ 405,082 Selling, advertising and promotional expense 1,511,682 789,854 Professional fees and expense 142,726 118,344 Executive, sales, and administrative staff payroll 846,000 506,219 Other 2 ,006,914 1,247 ,107 Total $ 4,999,543 $ 3,066,606 Research and development expense. ® TM Selling, advertising and promotional expenses. Salesman salaries and commissions represent the primary components of these costs and were $405,398 and $336,867 for the three months ended September 30, 2021 and 2020, respectively, which is an increase of $68,531 (20%). The effective commission rate was 8.7% for the three months ended September 30, 2021 compared to 9.4% for the three months ended September 30, 2020. We reduced the number of salesmen in our law enforcement and commercial channels beginning in the first and second quarters of 2020, which had a full effect on the third quarter 2020. In addition, we are utilizing third-party distributors as a major component of our new Shield TM ® Promotional and advertising expenses totaled $1,106,284 during the three months ended September 30, 2021 compared to $452,987 during the three months ended September 30, 2020, which is an increase of $653,297 (144%). The increase is primarily attributable to NASCAR and IndyCar seasons resuming in the 2021, as they were conversely suspended during the same period in 2020. Additionally, trade shows are beginning to take place in the third quarter of 2021, compared to the third quarter of 2020, when they were suspended as a result of the COVID-19 pandemic. Professional fees and expense Executive, sales and administrative staff payroll. Other Operating Loss For the reasons stated above, our operating loss was $3,598,973 and $1,843,957 for the three months ended September 30, 2021 and 2020, respectively, an increase of $1,755,016 (95%). Operating loss as a percentage of revenues worsened to 78% in the three months ended September 30, 2021 from 51% in the same period in 2020. Interest Income Interest income increased to $90,036 for the three months ended September 30, 2021 from $11,339 for the three months ended September 30, 2020, which reflected our higher cash and cash equivalent levels in the third quarter 2021 compared to the third quarter of 2020. The Company completed two registered direct offerings in the first quarter of 2021 which yielded net proceeds of approximately $66.4 million which balances have earned increased interest income when compared to the first quarter of 2020. Additionally, this increase is a result of interest incurred on debt that the Company has issued, as well as interest incurred on leased products. Interest Expense We incurred interest expense of $5,675 and $4,940 during the three months ended September 30, 2021 and 2020, respectively. The increase was attributable to utilizing a portion of the net proceeds from the registered direct offerings to eliminate substantially all interest-bearing debt balances outstanding in the three months ended September 30, 2021 as compared to the same period in 2020. On May 12, 2020, the Company received $150,000 in additional loan funding under the Economic Injury Disaster Loans (“EIDL”) program administered by the Small Business Administration (“SBA”). Under the terms of the EIDL promissory note, interest accrues on the outstanding principal at the rate of 3.75% per annum. The term of the EIDL promissory note is thirty years and monthly principal and interest payments are deferred for twelve months after the date of disbursement and total $731.00 per month thereafter. Additionally, the increase is attributable to the contingent earn-out notes associated with the two Nobility Healthcare acquisitions, currently at a total balance of $1,000,000 between the two notes, with interest rates of 3.00% per annum. Change in Fair Value of Proceeds Investment Agreement We recorded a gain representing the change in fair value of proceeds investment agreement (the “PIA”) totaling $-0- and $2,365,000 during the three months ended September 30, 2021 and 2020, respectively. We elected to account for the PIA that we entered into with Brickell Key Investments LP (“BKI”) in July of 2018 on its fair value basis. Therefore, we determined the fair value of the 2018 PIA as of September 30, 2020, and June 30, 2020 to be $-0- and $3,615,000, respectively. The change in fair value from June 30, 2020 to September 30, 2020 was $3,615,000, which was recognized as a gain in the Condensed Consolidated Statement of Operations for the three months ended September 30, 2020. Change in Fair Value of Short-Term Investments We recognized a loss on change in fair value of short-term investments totaling $21,656 and $-0- during the three months ended September 30, 2021 and 2020, respectively. Such short-term investments are included in cash and cash equivalents as they contain original maturities of ninety (90) days or less. Change in Fair Value of Derivative Liabilities During the first quarter of 2021, the Company issued detachable warrants to purchase a total of 42,550,000 shares of Common Stock in association with the two registered direct offerings previously described. The underlying warrant agreement terms provide for net cash settlement outside the control of the Company in the event of tender offers under certain circumstances. As such, the Company is required to treat these warrants as derivative liabilities which are valued at their estimated fair value at their issuance date and at each reporting date with any subsequent changes reported in the condensed consolidated statement of operations as the change in fair value of warrant derivative liabilities. The change in fair value of the warrant derivative li |