Exhibit 99.1
Restatement of Previously Issued Unaudited Financial Statements (Unaudited)
In connection with the subscription of Offer Units in rights issue carried out in June 2021, the Company issued 121,162,817 investor warrants (“TO3 Warrants”). At the time of issuance of the TO3 Warrants on June 24, 2021, a Black-Scholes model was used, and a value of $5,151 was calculated. After the issuance of the Company's September 30, 2021, financial statements on November 23, 2021, management revised its valuation method to incorporate additional Black-Scholes models under different market conditions, as scheduled below, resulting in a probability weighted value of the TO3 warrants as of June 24, 2021, of $2,000 and as of June 30, 2021, of $2,100.
The restatement relates to the reduction in value of the derivative liability, the allocation of offering costs in the amount of $393 and a reduction in value of the exercised warrants from $483 to $206. Based upon the above, values attributed to the derivative liability, the change in value of the derivative liability, interest costs, and foreign exchange have been adjusted in the following tables for each of the periods presented below:
Dollar amounts used herein are in thousands except for per share amounts and share numbers.
| | Impact of correction of error | |
June 30, 2021 (Unaudited) | | As previously reported | | | Adjustments | | | As restated | |
| | | | | | | | | |
Total assets | | $ | 38,780 | | | $ | — | | | $ | 38,780 | |
Derivative liabilities | | | 5,270 | | | | (3,051 | ) | | | 2,219 | |
Other | | | 4,690 | | | | — | | | | 4,690 | |
Total liabilities | | | 9,960 | | | | (3,051 | ) | | | 6,909 | |
Accumulated deficit | | | (45,090 | ) | | | (493 | ) | | | (45,583 | ) |
Additional paid-in capital | | | 70,054 | | | | 3,544 | | | | 73,598 | |
Others | | | 3,856 | | | | — | | | | 3,856 | |
Total stockholders' equity | | | 28,820 | | | | 3,051 | | | | 31,871 | |
Total liabilities & stockholders’ equity | | $ | 38,780 | | | $ | — | | | $ | 38,780 | |
| | Impact of correction of error | |
September 30, 2021 (Unaudited) | | As previously reported | | | Adjustments | | | As restated | |
| | | | | | | | | |
Total assets | | $ | 36,987 | | | $ | — | | | $ | 36,987 | |
Derivative liabilities | | | 218 | | | | — | | | | 218 | |
Other | | | 4,001 | | | | — | | | | 4,001 | |
Total liabilities | | | 4,219 | | | | — | | | | 4,219 | |
Accumulated deficit | | | (43,418 | ) | | | (3,268 | ) | | | (46,686 | ) |
Additional paid-in capital | | | 74,107 | | | | 3,268 | | | | 77,375 | |
Others | | | 2,079 | | | | — | | | | 2,079 | |
Total stockholders' equity | | | 32,768 | | | | — | | | | 32,768 | |
Total liabilities & stockholders’ equity | | $ | 36,987 | | | $ | — | | | $ | 36,987 | |
| ii. | Statements of operations |
| | Impact of correction of error - quarter | |
Three months ended June 30, 2021 (Unaudited) | | As previously reported | | | Adjustments | | | As restated | |
| | | | | | | | | |
Loss from operations | | $ | (4,595 | ) | | $ | — | | | $ | (4,595 | ) |
Finance expenses | | | — | | | | (393 | ) | | | (393 | ) |
Change in value of derivative liabilities | | | 75 | | | | (100 | ) | | | 25 | |
Others | | | (546 | ) | | | — | | | | (546 | ) |
Other income (expense) | | | (471 | ) | | | (493 | ) | | | (964 | ) |
Net (loss) income before income tax benefit | | | (5,066 | ) | | | (493 | ) | | | (5,559 | ) |
Income tax benefit | | | 373 | | | | — | | | | 373 | |
Net loss | | $ | (4,693 | ) | | $ | (493 | ) | | $ | (5,186 | ) |
| | | | | | | | | | | | |
Basic (Loss) per Share | | $ | (0.94 | ) | | $ | (0.10 | ) | | $ | (1.04 | ) |
Weighted Average Shares Outstanding – Basic | | | 5,017,183 | | | | 5,017,183 | | | | 5,017,183 | |
| | Impact of correction of error – year to date | |
Six months ended June 30, 2021 (Unaudited) | | As previously reported | | | Adjustments | | | As restated | |
| | | | | | | | | |
Loss from operations | | $ | (7,276 | ) | | $ | — | | | $ | (7,276 | ) |
Finance expenses | | | — | | | | (393 | ) | | | (393 | ) |
Change in value of derivative liabilities | | | (30 | ) | | | (100 | ) | | | (130 | ) |
Others | | | (1,007 | ) | | | — | | | | (1,007 | ) |
Other income (expense) | | | (1,037 | ) | | | (493 | ) | | | (1,530 | ) |
Net (loss) income before income tax benefit | | | (8,313 | ) | | | (493 | ) | | | (8,806 | ) |
Income tax benefit | | | 655 | | | | — | | | | 655 | |
Net loss | | $ | (7,658 | ) | | $ | (493 | ) | | $ | (8,151 | ) |
| | | | | | | | | | | | |
Basic (Loss) per Share | | $ | (1.60 | ) | | $ | (0.10 | ) | | $ | (1.70 | ) |
Weighted Average Shares Outstanding - Basic | | | 4,776,643 | | | | 4,776,643 | | | | 4,776,643 | |
| | Impact of correction of error - quarter | |
Three months ended September 30, 2021 (Unaudited) | | As previously reported | | | Adjustments | | | As restated | |
| | | | | | | | | |
Loss from operations | | $ | (3,193 | ) | | $ | — | | | $ | (3,193 | ) |
Change in value of derivative liability | | | 4,517 | | | | (2,732 | ) | | | 1,785 | |
Others | | | (58 | ) | | | (42 | ) | | | (100 | ) |
Other income (expense) | | | 4,459 | | | | (2,774 | ) | | | 1,685 | |
Net (loss) income before income tax benefit | | | 1,266 | | | | (2,774 | ) | | | (1,508 | ) |
Income tax benefit | | | 406 | | | | — | | | | 406 | |
Net loss | | $ | 1,672 | | | $ | (2,774 | ) | | $ | (1,102 | ) |
Basic Earnings (Loss) per Share | | $ | 0.22 | | | $ | (0.36 | ) | | $ | (0.14 | ) |
Weighted Average Shares Outstanding - Basic | | | 7,753,051 | | | | 7,753,051 | | | | 7,753,051 | |
| | Impact of correction of error – year to date | |
Nine months ended September 30, 2021 (Unaudited) | | As previously reported | | | Adjustments | | | As restated | |
| | | | | | | | | |
Loss from operations | | $ | (10,469 | ) | | $ | — | | | $ | (10,469 | ) |
Finance expense | | | — | | | | (393 | ) | | | (393 | ) |
Change in value of derivative liability | | | 4,547 | | | | (2,832 | ) | | | 1,715 | |
Others | | | (1,125 | ) | | | (42 | ) | | | (1,167 | ) |
Other income (expense) | | $ | 3,422 | | | $ | (3,268 | ) | | $ | (154 | ) |
Net (loss) income before income tax benefit | | | (7,047 | ) | | | (3,268 | ) | | | (10,315 | ) |
Income tax benefit | | | 1,061 | | | | — | | | | 1,061 | |
Net loss | | $ | (5,986 | ) | | $ | (3,268 | ) | | $ | (9,254 | ) |
Basic (Loss) per Share | | $ | (1.04 | ) | | $ | (0.57 | ) | | $ | (1.61 | ) |
Weighted Average Shares Outstanding - Basic | | | 5,779,681 | | | | 5,779,681 | | | | 5,779,681 | |
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