Ascent Solar(ASTI) - 2023 Q3 - Quarterly Report

FORM 10-Q Filing Information This section provides essential administrative and identification details for the company's Form 10-Q filing Registrant Information This section details Ascent Solar Technologies, Inc.'s registration, contact information, Nasdaq listing, and SEC filing classifications - Ascent Solar Technologies, Inc. (ASTI) is registered on the Nasdaq Capital Markets[1] - The company is classified as a non-accelerated filer and a smaller reporting company[1] Common Stock Issued and Outstanding (as of Nov 14, 2023) | Metric | Value | | :----- | :---- | | Common Stock Issued and Outstanding (as of Nov 14, 2023) | 3,406,723 shares | PART I. FINANCIAL INFORMATION This part presents the company's unaudited condensed financial statements and management's analysis of financial condition and operations Item 1. Condensed Financial Statements This section presents Ascent Solar's unaudited condensed financial statements and explanatory notes for the period ended September 30, 2023 Condensed Balance Sheets Balance sheets show decreased total assets, increased current liabilities from conversions payable, and negative stockholders' equity Key Balance Sheet Data (September 30, 2023 vs. December 31, 2022) | Metric | Sep 30, 2023 ($) | Dec 31, 2022 ($) | Change ($) | | :-------------------------------- | :----------- | :----------- | :----- | | Cash and cash equivalents | 2,249,764 | 11,483,018 | -9,233,254 | | Total current assets | 3,144,474 | 12,444,180 | -9,299,706 | | Property, Plant and Equipment, net | 4,056,967 | 551,661 | +3,505,306 | | Total Assets | 11,156,646 | 18,676,702 | -7,520,056 | | Total current liabilities | 11,870,793 | 4,973,659 | +6,897,134 | | Conversions payable | 6,470,540 | - | +6,470,540 | | Total Liabilities | 14,063,458 | 14,091,161 | -27,703 | | Total Stockholders' Equity (Deficit) | (2,906,812) | 4,585,541 | -7,492,353 | Condensed Statements of Operations and Comprehensive Income Operations statements reveal reduced net loss for Q3 and YTD 2023, driven by lower compensation and R&D costs despite revenue decline Key Income Statement Data (Three Months Ended September 30) | Metric | Sep 30, 2023 ($) | Sep 30, 2022 ($) | Change ($) | Change (%) | | :----------------------------------- | :----------- | :----------- | :--------- | :--------- | | Total Revenues | 229,954 | 6,344 | 223,610 | 3524.8% | | Total Costs and Expenses | 2,607,977 | 7,656,855 | (5,048,878) | -65.9% | | Loss from Operations | (2,378,023) | (7,650,511) | 5,272,488 | -68.9% | | Net Income/(Loss) | (1,909,273) | (7,910,566) | 6,001,293 | -75.9% | | Net Income/(Loss) Per Share (Basic and Diluted) | (4.04) | (47.71) | 43.67 | -91.5% | Key Income Statement Data (Nine Months Ended September 30) | Metric | Sep 30, 2023 ($) | Sep 30, 2022 ($) | Change ($) | Change (%) | | :----------------------------------- | :----------- | :----------- | :--------- | :--------- | | Total Revenues | 455,480 | 1,210,125 | (754,645) | -62.4% | | Total Costs and Expenses | 11,010,243 | 13,353,983 | (2,343,740) | -17.6% | | Loss from Operations | (10,554,763) | (12,143,858) | 1,589,095 | -13.1% | | Net Income/(Loss) | (11,906,097) | (14,520,600) | 2,614,503 | -18.0% | | Net Income/(Loss) Per Share (Basic and Diluted) | (66.40) | (101.70) | 35.30 | -34.7% | Condensed Statements of Changes in Stockholders' Equity (Deficit) (2023) Equity statements for 2023 show decreased total equity due to net loss and deemed dividend, partially offset by note conversions Key Changes in Stockholders' Equity (Nine Months Ended September 30, 2023) | Item | Amount ($) | | :----------------------------------- | :----------- | | Balance at January 1, 2023 | 4,585,541 | | Down round deemed dividend | (11,653,986) | | Net Loss | (9,996,824) | | Conversion of L1 Note into Common Stock | 1,240,818 | | Conversion of Sabby Note into Common Stock | 2,123,649 | | Proceeds from issuance of Series 1B Preferred Stock | 900,000 | | Prepayment of Common Stock purchase | 2,088,290 | | Balance at September 30, 2023 | (2,906,812) | Condensed Statements of Changes in Stockholders' Deficit (2022) Equity statements for 2022 show a shift to positive equity, driven by convertible note conversions and private placements despite net loss Key Changes in Stockholders' Equity (Nine Months Ended September 30, 2022) | Item | Amount ($) | | :----------------------------------- | :----------- | | Balance at January 1, 2022 | (2,833,606) | | Conversion of BD1 Note into Common Stock | 7,900,000 | | Conversion of Nanyang Note into Common Stock | 600,000 | | Conversion of Fleur Note into Common Stock | 700,000 | | Proceeds from private placement (Common stock) | 2,551,405 | | Proceeds from private placement (Warrants) | 2,448,595 | | Net Loss | (7,910,566) | | Balance at September 30, 2022 | 1,706,303 | Condensed Statements of Cash Flows Cash flows show a substantial decrease in cash due to operating and investing activities, partially offset by financing Key Cash Flow Data (Nine Months Ended September 30) | Metric | Sep 30, 2023 ($) | Sep 30, 2022 ($) | Change ($) | | :----------------------------------- | :----------- | :----------- | :--------- | | Net cash used in operating activities | (7,329,398) | (7,925,786) | 596,388 | | Net cash used in investing activities | (3,863,963) | (185,703) | (3,678,260) | | Net cash provided by financing activities | 1,942,867 | 5,000,000 | (3,057,133) | | Net change in cash and cash equivalents | (9,233,254) | (3,111,489) | (6,121,765) | | Cash and cash equivalents at end of period | 2,249,764 | 2,850,271 | (600,507) | - Non-cash transactions for the nine months ended September 30, 2023, included $2,912,759 in non-cash conversions of convertible notes to equity and a $11,653,986 down round deemed dividend[21] Notes to Unaudited Condensed Financial Statements Notes provide essential context for financial statements, detailing organization, policies, liquidity, acquisitions, and financing NOTE 1. ORGANIZATION Ascent Solar focuses on high-value PV markets, redeployed its Thornton facility, and completed a reverse stock split - Ascent Solar focuses on agrivoltaics, aerospace, satellites, near earth orbiting vehicles, and fixed wing UAVs for its PV products[23] - The Thornton manufacturing facility was redeployed as a Perovskite Center of Excellence on March 13, 2023[24] - A one-for-two hundred reverse stock split was effected on September 11, 2023[25] NOTE 2. BASIS OF PRESENTATION Interim financial statements are prepared under U.S. GAAP, based on management estimates, and omit some annual disclosures - Interim financial statements are prepared under U.S. GAAP, in accordance with Form 10-Q and Article 8 of Regulation S-X, and do not include all annual disclosures[27] NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Accounting policies are consistent with 2022, with ASU 2020-06 adoption impacting convertible instruments and net loss calculations - The Company adopted ASU 2020-06 on January 1, 2023, eliminating the beneficial conversion feature on convertible debt and applying the modified retrospective method[39] Revenue Recognition (Three Months Ended September 30) | Revenue Type | 2023 ($) | 2022 ($) | Change ($) | Change (%) | | :------------- | :------- | :------- | :--------- | :--------- | | Products | 209,496 | 6,344 | 203,152 | 3202.3% | | Milestone and engineering | 20,458 | - | 20,458 | N/A | | Total Revenues | 229,954 | 6,344 | 223,610 | 3524.8% | Impact of ASU 2020-06 on Net Loss and EPS (Nine Months Ended September 30, 2023) | Metric | Post ASU 2020-06 | Pre ASU 2020-06 | Difference | | :----------------------------------- | :--------------- | :-------------- | :--------- | | Net Loss | (11,906,097) | (20,553,708) | 8,647,611 | | Net Loss attributable to common shareholders | (23,560,083) | (32,207,694) | 8,647,611 | | Earnings Per Share (Basic and Diluted) | (66.40) | (90.77) | (24.37) | NOTE 4. LIQUIDITY, CONTINUED OPERATIONS, AND GOING CONCERN Significant liquidity challenges, recurring losses, and a working capital deficit raise substantial doubt about going concern - The Company used $7,329,398 in cash for operations during the nine months ended September 30, 2023[46] Working Capital Deficit | Metric | Amount ($) | | :-------------------- | :----------- | | Working Capital Deficit (as of Sep 30, 2023) | (8,726,319) | - Management does not believe cash liquidity is sufficient for the next twelve months and requires additional financing, raising doubt about the Company's ability to continue as a going concern[47][48] NOTE 5. ASSET ACQUISITION Ascent Solar acquired Flisom assets for $2.8 million, resold them for $5 million to affiliates, but payment is uncertain due to Flisom's bankruptcy - On April 17, 2023, Ascent Solar acquired thin-film photovoltaic manufacturing assets from Flisom AG for $2,800,000[49] - On June 16, 2023, the Company exercised an option to resell the acquired assets to affiliates for $5,000,000, but payment has not been received[52] - Flisom filed for bankruptcy in September 2023, complicating the recovery of assets or payment for the resale option[53] Asset Purchase Price Allocation | Asset Category | Price Allocation ($) | | :----------------------------------- | :------------------- | | Inventory (Raw Material) | 130,030 | | Inventory (Finished Goods) | 62,427 | | Other Assets | 98,746 | | Manufacturing machinery and equipment | 3,682,621 | | Furniture, fixtures, computer hardware and software | 110,102 | | Total Purchase Price (incl. transaction costs) | 4,083,926 | NOTE 6. RELATED PARTY TRANSACTIONS No JDA revenue from TubeSolar in 2023 due to its insolvency; Ascent Solar holds a 70% equity investment in Ascent Germany - No revenue was recognized under the JDA with TubeSolar in the three and nine months ended September 30, 2023, compared to $512,000 in NRE revenue in the prior year[56] - TubeSolar filed for insolvency in June 2023[56] - Ascent Solar holds a 70% equity method investment in Ascent Germany, a joint venture with TubeSolar, which has had no material activity[57] NOTE 7. PROPERTY, PLANT AND EQUIPMENT Net property, plant, and equipment significantly increased due to manufacturing machinery, leading to higher depreciation Property, Plant and Equipment, Net | Metric | Sep 30, 2023 ($) | Dec 31, 2022 ($) | | :----------------------------------- | :--------------- | :--------------- | | Net property, plant and equipment | 4,056,967 | 551,661 | Depreciation Expense | Period | 2023 ($) | 2022 ($) | | :----------------------------------- | :------- | :------- | | Three months ended September 30 | 18,931 | 15,705 | | Nine months ended September 30 | 59,570 | 40,623 | NOTE 8. OPERATING LEASE Operating lease for the manufacturing facility was amended, reducing space and rent, resulting in an $84,678 gain - The operating lease for the manufacturing facility was amended on September 1, 2023, reducing rentable square feet from 100,000 to 73,319[59] - A gain on lease modification of $84,678 was recognized and recorded as other income[61] Operating Lease Liabilities (as of September 30, 2023) | Lease Liability | Amount ($) | | :----------------------------------- | :----------- | | Current portion of operating lease liability | 471,497 | | Non-current portion of operating lease liability | 2,171,440 | | Total Present value of lease liability | 2,642,937 | | Remaining weighted average lease term | 51 months | | Discount rate | 12.0% | NOTE 9. INVENTORIES Total inventories, net of reserves, slightly increased to $636,019, primarily due to higher finished goods Inventories, Net (as of September 30, 2023 vs. December 31, 2022) | Inventory Category | Sep 30, 2023 ($) | Dec 31, 2022 ($) | | :----------------- | :--------------- | :--------------- | | Raw materials | 577,536 | 577,799 | | Work in process | 10,267 | 37,351 | | Finished goods | 48,216 | 133 | | Total | 636,019 | 615,283 | NOTE 10. OTHER PAYABLE An outstanding $250,000 vendor note payable, matured in 2018, remains unpaid with $78,185 in accrued interest - A $250,000 note payable to a vendor, bearing 5% interest, matured on February 28, 2018, and remains unpaid[66] Other Payable Details (as of September 30, 2023) | Item | Amount ($) | | :----------------- | :----------- | | Note Payable Principal | 250,000 | | Accrued Interest | 78,185 | NOTE 11. CONVERTIBLE NOTES Convertible notes underwent adjustments, with $14.5 million principal settled, resulting in an $11.65 million down round deemed dividend - The fixed conversion price of the Advance Notes was lowered to $25.36 per share of Common Stock following the Series 1B SPA in June 2023[77] - A deemed dividend of $11,653,986 was recorded for down round adjustments, reducing income available to common shareholders[78] Convertible Notes Principal Settlement (Nine Months Ended September 30, 2023) | Settlement Method | Amount ($) | | :----------------------------------- | :----------- | | Equity issued for convertible debt | 2,912,759 | | Conversions payable | 6,470,540 | | Cash repayments | 1,025,423 | | Accelerated discount recognized in APIC | 4,077,510 | | Total Principal settled | 14,486,232 | NOTE 12. SERIES A PREFERRED STOCK 48,100 Series A Preferred shares are outstanding with 8% cumulative dividends and $501,977 accrued, with limited conversion Series A Preferred Stock Details (as of September 30, 2023) | Metric | Value | | :----------------------------------- | :---- | | Shares Outstanding | 48,100 | | Cumulative Dividend Rate | 8% per annum | | Accrued and Unpaid Dividends | $501,977 | | Conversion Eligibility | Not eligible for company option; holder option into <1 common share after adjustments | NOTE 13. SERIES 1B PREFERRED STOCK 900 Series 1B Preferred shares were issued for $900,000, senior to common, with no voting rights and convertible at $28.00 - 900 shares of Series 1B Preferred Stock were issued for $900,000 gross proceeds on June 29, 2023[86] - Series 1B Preferred Stock ranks senior to common stock in dividends and liquidation, has no voting rights, and no mandatory redemption[87][88] - Initial conversion price is $28.00 per share, subject to adjustment to the lower of $0.14 or 90% of the lowest VWAP over 10 trading days, with a floor of $10.00 per share[89][90] NOTE 14. STOCKHOLDERS' EQUITY (DEFICIT) As of September 30, 2023, 549,199 common shares and preferred shares were outstanding, with $14.5 million debt converted Outstanding Shares (as of September 30, 2023) | Stock Type | Shares Outstanding | | :----------------------------------- | :----------------- | | Common Stock | 549,199 | | Series A Preferred Stock | 48,100 | | Series 1B Preferred Stock | 900 | | Warrants | 396,576 | - During the nine months ended September 30, 2023, $14.5 million of convertible debt principal was converted into 288,451 shares of common stock[92] NOTE 15. SHARE-BASED COMPENSATION Share-based compensation decreased for Q3 and YTD 2023, primarily due to former CEO's termination and RSU forfeiture Share-Based Compensation Expense | Period | 2023 ($) | | :----------------------------------- | :------- | | Three months ended September 30 | 139,067 | | Nine months ended September 30 | 2,104,378 | - The termination of the former CEO's employment on April 26, 2023, resulted in the forfeiture of 11,389 restricted stock units[98][100] NOTE 16. COMMITMENTS AND CONTINGENCIES The company faces legal claims from its former CEO and H.C. Wainwright & Co., LLC, seeking damages and warrants - Former CEO Jeffrey Max claims wrongful termination and seeks severance and vesting of restricted stock units; management believes termination was for cause[101] - H.C. Wainwright & Co., LLC filed a lawsuit seeking $1.2 million in damages, 2,169.5 common stock warrants, and attorney fees for an alleged breach of an investment banking engagement letter[102] NOTE 17. SUBSEQUENT EVENTS Post-period, a public offering raised $10.3 million, retiring debt and preferred stock, and adjusting conversion prices - On October 2, 2023, the Company closed a public offering of 3,572,635 units for approximately $10.3 million gross proceeds[104][106] - Proceeds were used to retire approximately $5,212 thousand of outstanding conversion amount payable and all $900 thousand of Series 1B Preferred Stock[107] - The offering triggered further adjustments, lowering the fixed conversion price of Advance Notes and the exercise price of outstanding Warrants to $1.765 per share[108] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses financial condition, operational results, strategic focus, manufacturing, trends, and liquidity for the period Overview Ascent Solar targets high-value specialty solar markets with its PV technology, reporting an accumulated deficit of $470.99 million - The company targets high-volume production and high-value specialty solar markets, including agrivoltaics, space, aerospace, and high-value niche manufacturing/construction sectors[111] - Ascent's proprietary solar technology offers unique advantages such as flexibility, durability, and attractive power-to-weight/area performance[111] Accumulated Deficit | Metric | Amount ($) | | :----------------- | :----------- | | Accumulated Deficit (as of Sep 30, 2023) | 470,987,945 | Commercialization and Manufacturing Strategy The company uses roll-to-roll manufacturing for PV modules, focusing on efficiency, cost reduction, and R&D, with production restart plans - Products are manufactured using a roll-to-roll process with proprietary monolithic integration techniques to affix a thin CIGS layer to a flexible, plastic substrate[115] - The Thornton manufacturing facility was redeployed as a Perovskite research facility in March 2023, with plans to restart production there[116] - The company exercised a put option in June 2023 to sell manufacturing assets acquired from Flisom in Zurich[116] Significant Trends, Uncertainties and Challenges Challenges include unprofitability, demand generation, financing, growth management, Nasdaq listing, personnel, and supply chain - Key challenges include lack of profitability, ability to develop demand and sales, attracting and retaining qualified personnel, securing additional financing, and maintaining Nasdaq listing[117] - Other uncertainties involve managing operational growth, supply and price of raw materials, protecting intellectual property, and general economic conditions[117] Basis of Presentation Financial statements are derived from accounting records for periods ending September 30, 2023, and December 31, 2022 - Financial statements are derived from accounting records as of September 30, 2023, and December 31, 2022, and for the three and nine months ended September 30, 2023 and 2022[119] Critical Accounting Policies and Estimates Management reviews critical accounting policies and estimates, with ASU 2020-06 adoption being the only significant change - The preparation of financial statements requires management to make estimates and judgments that affect reported amounts[120] - The only significant change to accounting policies as of September 30, 2023, is the adoption of ASU 2020-06[121] Results of Operations This section details financial performance for Q3 and YTD 2023, comparing revenues, costs, and net loss to the prior year Comparison of the Three Months Ended September 30, 2023 and 2022 Q3 2023 saw significant revenue increase and a 75.9% reduction in net loss, driven by lower compensation and R&D costs Revenue and Expense Changes (Three Months Ended September 30, 2023 vs. 2022) | Metric | 2023 ($) | 2022 ($) | Change ($) | Change (%) | | :----------------------------------- | :------- | :------- | :--------- | :--------- | | Total Revenues | 229,954 | 6,344 | 223,610 | 3524.8% | | Cost of Revenue | 692,752 | 409,819 | 282,933 | 69.0% | | Research, development and manufacturing operations | 344,942 | 1,540,170 | (1,195,228) | -77.6% | | Selling, general and administrative | 1,407,493 | 1,890,218 | (482,725) | -25.5% | | Share-based compensation | 139,067 | 3,796,151 | (3,657,084) | -96.3% | | Net Loss | (1,909,273) | (7,910,566) | 6,001,293 | -75.9% | - Other income increased by $701,321, primarily due to an employment retention credit and a gain on lease modification[127] Comparison of the Nine Months Ended September 30, 2023 and 2022 YTD 2023 revenues decreased by 62%, but net loss reduced by 18% due to lower compensation and R&D costs Revenue and Expense Changes (Nine Months Ended September 30, 2023 vs. 2022) | Metric | 2023 ($) | 2022 ($) | Change ($) | Change (%) | | :----------------------------------- | :------- | :------- | :--------- | :--------- | | Total Revenues | 455,480 | 1,210,125 | (754,645) | -62.4% | | Cost of Revenue | 1,820,816 | 1,519,703 | 301,113 | 19.8% | | Research, development and manufacturing operations | 2,832,956 | 4,399,765 | (1,566,809) | -35.6% | | Selling, general and administrative | 4,178,146 | 3,583,366 | 594,780 | 16.6% | | Share-based compensation | 2,104,378 | 3,796,151 | (1,691,773) | -44.6% | | Net Loss | (11,906,097) | (14,520,600) | 2,614,503 | -18.0% | - Other expense decreased by $998,092, primarily due to an employment retention credit, a gain on lease modification, and the reclassification of accelerated debt discount to stockholders' equity under ASU 2020-06[132] Liquidity and Capital Resources Significant liquidity challenges, cash used in operations, and a working capital deficit raise going concern doubts - The Company used $7,329,398 in cash for operations during the nine months ended September 30, 2023[134] Working Capital Deficit | Metric | Amount ($) | | :-------------------- | :----------- | | Working Capital Deficit (as of Sep 30, 2023) | (8,726,319) | - Management does not expect sales revenue and cash flows to be sufficient for the next twelve months and requires additional financing, raising substantial doubt about the Company's ability to continue as a going concern[134][135][136] Statements of Cash Flows Comparison of the Nine Months Ended September 30, 2023 and 2022 Cash used in operations decreased, but investing activities significantly increased due to an asset acquisition Cash Flow Activities (Nine Months Ended September 30) | Activity | 2023 ($) | 2022 ($) | Change ($) | | :----------------------------------- | :----------- | :----------- | :--------- | | Net cash used in operating activities | (7,329,398) | (7,925,786) | 596,388 | | Net cash used in investing activities | (3,863,963) | (185,703) | (3,678,260) | - The increase in cash used in investing activities was primarily due to the asset acquisition in Zurich, Switzerland[138] Off Balance Sheet Transactions The company reported no off-balance sheet arrangements as of September 30, 2023 - The Company had no off-balance sheet arrangements as of September 30, 2023[139] Smaller Reporting Company Status The company qualifies as a 'smaller reporting company,' allowing exemptions from certain SEC disclosure requirements - The Company is a 'smaller reporting company' with market value of stock held by non-affiliates less than $700 million and annual revenue less than $100 million[140] - This status allows exemptions from certain disclosure requirements, including presenting only two years of audited financial statements and reduced executive compensation disclosures[140] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section addresses the company's exposure to foreign currency exchange and interest rate market risks Foreign Currency Exchange Risk The company faces foreign currency translation risk but does not hedge and holds no significant foreign currency funds - The Company is subject to currency translation risk due to business operations and costs in foreign currencies[141] - No hedging transactions are currently employed to reduce foreign currency exposure[141] - No significant funds were held in foreign currencies as of September 30, 2023[141] Interest Rate Risk Interest rate risk is primarily related to cash equivalents, with management expecting no significant impact on financials - Interest rate risk primarily relates to cash equivalents, which are held in operating accounts[142] - Management does not believe changes in interest rates will have a significant impact on financial position, results of operations, or cash flows[142] Item 4. Controls and Procedures This section confirms the effectiveness of disclosure controls and procedures, with no material changes in internal control Evaluation of Disclosure Controls and Procedures Management concluded that disclosure controls and procedures were effective as of September 30, 2023 - Management concluded that the design and operation of disclosure controls and procedures were effective as of September 30, 2023[144] Changes in Internal Control Over Financial Reporting No material changes in internal control over financial reporting occurred during the nine months ended September 30, 2023 - No material changes in internal control over financial reporting occurred during the nine months ended September 30, 2023[145] PART II. OTHER INFORMATION This part covers legal proceedings, risk factors, equity sales, defaults, and other required disclosures Item 1. Legal Proceedings This section refers to Note 16 for legal proceedings, with no additional reportable events for Q3 2023 - No additional legal proceedings beyond those discussed in Note 16 were required to be reported for the three months ended September 30, 2023[147] Item 1A. Risk Factors Risks include not maintaining Nasdaq listing, though compliance was regained post-period through a reverse split and offering - Failure to maintain Nasdaq listing could adversely affect stock liquidity, increase volatility, and hinder capital raising[148][149][150] - The company received notices for non-compliance with Nasdaq's $1.00 Minimum Bid Price Requirement and $2,500,000 Stockholders' Equity Rule[150][152] - As of October 11, 2023, the company regained compliance with Nasdaq's minimum bid price, stockholders' equity, and publicly held shares requirements through a reverse stock split and a public offering[154][155][156] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds No unregistered sales or repurchases of equity securities occurred during the nine months ended September 30, 2023 - No unregistered sales of equity securities occurred during the nine months ended September 30, 2023[156] - The company did not repurchase any of its equity securities during the nine months ended September 30, 2023[156] Item 3. Defaults Upon Senior Securities No defaults upon senior securities were reported - No defaults upon senior securities were reported[156] Item 4. Mine Safety Disclosures Mine safety disclosures are not applicable to the company - Mine safety disclosures are not applicable[156] Item 5. Other Information No other information was reported - No other information was reported[156] Item 6. Exhibits This section provides a comprehensive index of exhibits filed or incorporated by reference into the Form 10-Q - The exhibit index lists various corporate documents, agreements, and certifications filed or incorporated by reference[158][159][160][162][163][164][165][166][167][170][171] SIGNATURES This section contains the official certifications and signatures for the Form 10-Q filing Signatures The report was duly signed on November 14, 2023, by the CEO and CFO, certifying its submission - The report was signed on November 14, 2023, by Paul Warley (CEO) and Jin Jo (CFO)[172][173]