AgEagle(UAVS) - 2023 Q3 - Quarterly Report

Form 10-Q Filing Information Filing Details This section identifies the Form 10-Q for AgEagle Aerial Systems Inc. for the quarterly period ended September 30, 2023, noting its filer status and shares outstanding - The filing is a Quarterly Report on Form 10-Q for the period ended September 30, 2023[1] - AgEagle Aerial Systems Inc. is a Nevada corporation[2] Filer Status and Shares Outstanding | Metric | Value | | :-------------------------- | :-------------------- | | Filer Status | Non-accelerated filer, Smaller reporting company | | Common Stock Outstanding (as of Nov 13, 2023) | 117,878,831 shares | PART I – FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS This item presents the unaudited condensed consolidated financial statements, including balance sheets, statements of operations, and cash flows, with accompanying notes for the three and nine months ended September 30, 2023 and 2022 - The financial statements are condensed, consolidated, and unaudited, covering the three and nine months ended September 30, 2023 and 2022[7][24] Condensed Consolidated Balance Sheets This section provides a snapshot of the company's financial position, including assets, liabilities, and stockholders' equity Condensed Consolidated Balance Sheet Highlights | Metric | Sep 30, 2023 (unaudited) | Dec 31, 2022 | | :-------------------------- | :----------------------- | :------------------- | | Total Assets | $46,050,487 | $54,184,874 | | Total Liabilities | $12,613,331 | $10,960,399 | | Total Stockholders' Equity | $33,437,156 | $43,224,475 | | Cash | $1,600,143 | $4,349,837 | | Goodwill | $21,679,411 | $23,179,411 | - Total assets decreased by $8.13 million, while total liabilities increased by $1.65 million, leading to a $9.79 million decrease in total stockholders' equity from December 31, 2022, to September 30, 2023[9] Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) This section details the company's revenues, expenses, and net income or loss for the reporting periods Statements of Operations Highlights (Three Months Ended Sep 30) | Metric | 2023 | 2022 | YoY Change | | :---------------------------------- | :----------- | :----------- | :----------- | | Revenues | $3,483,932 | $5,490,714 | -36.5% | | Gross Profit | $1,214,074 | $2,083,141 | -41.7% | | Loss from Operations | $(5,990,113) | $(5,147,330) | +16.4% (loss increase) | | Net Income (Loss) | $(8,020,128) | $1,664,952 | -581.7% (loss increase) | | Net Income (Loss) Per Common Share – Basic | $(0.07) | $0.02 | - | | Total Other Income (Expense), net | $(2,030,015) | $6,812,282 | - | | Total comprehensive income (loss), net of tax | $(8,027,897) | $1,390,430 | - | | Total comprehensive income (loss) available to common stockholders | $(8,077,019) | $1,295,736 | - | Statements of Operations Highlights (Nine Months Ended Sep 30) | Metric | 2023 | 2022 | YoY Change | | :---------------------------------- | :------------ | :------------ | :----------- | | Revenues | $10,819,213 | $14,620,565 | -26.0% | | Gross Profit | $4,224,240 | $5,998,129 | -29.6% | | Loss from Operations | $(15,023,060) | $(18,017,851) | -16.6% (loss decrease) | | Net Income (Loss) | $(17,910,210) | $(11,533,356) | +55.3% (loss increase) | | Net Income (Loss) Per Common Share – Basic | $(0.18) | $(0.14) | - | | Total Other Income (Expense), net | $(2,887,150) | $6,484,495 | - | | Total comprehensive income (loss), net of tax | $(17,750,151) | $(11,652,929) | - | | Total comprehensive income (loss) available to common stockholders | $(22,831,322) | $(11,747,623) | - | - The shift from other income to other expense was primarily due to promissory note interest and debt extinguishment costs in 2023, contrasting with a non-cash gain on debt extinguishment in 2022[188][189] Condensed Consolidated Statements of Changes in Stockholders' Equity This section outlines the changes in the company's equity accounts over the reporting period Stockholders' Equity Changes (Nine Months Ended Sep 30, 2023) | Metric | Amount | | :------------------------------------------ | :------------- | | Balance as of December 31, 2022 | $43,224,475 | | Net loss | $(17,910,210) | | Sales of common stock, net of issuance costs | $3,817,400 | | Issuance of Preferred Stock, Series F Convertible, net of issuance cost | $3,000,000 | | Deemed dividend on Series F Preferred Stock and warrant | $(4,910,894) | | Stock-based compensation expense | $1,125,209 | | Balance as of September 30, 2023 | $33,437,156 | - Total stockholders' equity decreased by $9.79 million from December 31, 2022, to September 30, 2023, primarily due to the net loss and deemed dividends, partially offset by equity issuances[12] Condensed Consolidated Statements of Cash Flows This section reports the cash inflows and outflows from operating, investing, and financing activities Cash Flow Highlights (Nine Months Ended Sep 30) | Metric | 2023 | 2022 | YoY Change | | :---------------------------------- | :----------- | :----------- | :----------- | | Net cash used in operating activities | $(8,829,669) | $(15,168,736) | -41.8% | | Net cash used in investing activities | $(564,116) | $(8,062,741) | -93.0% | | Net cash provided by financing activities | $6,730,348 | $14,404,378 | -53.2% | | Net decrease in cash | $(2,749,694) | $(9,288,079) | -70.4% | | Cash at end of period | $1,600,143 | $5,302,487 | -69.8% | - The decrease in cash used in operating activities was driven by lower sales and operating expenses, including reduced inventory purchases and changes in working capital[193] - A significant non-cash financing activity was the $4,910,894 deemed dividend on Series F Preferred stock and warrants[18] Notes to Condensed Consolidated Financial Statements Note 1 – Description of the Business and Basis of Presentation This note describes AgEagle's business, its drone, sensor, and software offerings, and the basis of financial statement presentation - AgEagle designs and delivers drones, sensors, and software for industries including energy/utilities, infrastructure, agriculture, and government[20] - The company expanded its offerings from fixed-wing farm drones to a full-stack drone solution provider through acquisitions of MicaSense, Measure, and senseFly in 2021[22][23] - AgEagle has achieved regulatory approvals for Beyond Visual Line of Sight (BVLOS) and Operations Over People (OOP) in the US, Canada, Brazil, and the EU[21] - The company incurred a net loss of $17,910,210 and used $8,829,669 in operating cash for the nine months ended September 30, 2023, leading to substantial doubt about its ability to continue as a going concern without additional funding[28] Note 2 – Summary of Significant Accounting Policies This note details the key accounting principles and policies applied in preparing the financial statements - Global economic challenges, including war, pandemics, rising inflation, and supply-chain disruptions, continue to impact the UAV industry and the Company's operational and financial performance, particularly access to components and parts[31] - Revenue is primarily recognized from sales of drones, sensors, and accessories upon transfer of control, and from software subscriptions (HempOverview and Ground Control) recognized equally over the membership period[37][39] - A goodwill impairment charge of $1,500,000 was recognized for the SaaS reporting unit in the third quarter of 2023, due to its carrying value exceeding its estimated fair value[47] Goodwill Allocation (Post-Impairment) as of Sep 30, 2023 | Reporting Unit | Goodwill Balance | | :------------- | :--------------- | | Sensors | $19,000,000 | | SaaS | $2,700,000 | - The Company operates in four segments: Drones, Sensors, SaaS, and Corporate[61] Note 3 – Balance Sheets This note provides detailed breakdowns of specific balance sheet accounts Accounts Receivable, Net | Metric | Sep 30, 2023 | Dec 31, 2022 | | :-------------------------- | :----------- | :----------- | | Accounts receivable | $2,110,725 | $2,229,840 | | Less: Provision for doubtful accounts | $(95,680) | $(16,800) | | Accounts receivable, net | $2,015,045 | $2,213,040 | Inventories, Net | Metric | Sep 30, 2023 | Dec 31, 2022 | | :---------------------------------- | :----------- | :----------- | | Gross inventories | $6,462,071 | $7,008,662 | | Less: Provision for excess and obsolescence reserve | $(398,136) | $(322,815) | | Inventories, net | $6,063,935 | $6,685,847 | Intangible Assets, Net (excluding goodwill) | Metric | Sep 30, 2023 | Dec 31, 2022 | | :-------------------------- | :----------- | :----------- | | Intangible assets, net | $9,242,659 | $11,507,653 | Accrued Liabilities | Metric | Sep 30, 2023 | Dec 31, 2022 | | :-------------------------- | :----------- | :----------- | | Total accrued liabilities | $1,650,609 | $1,680,706 | | Accrued interest | $236,172 | $0 | | Accrued dividends | $342,873 | $172,596 | Note 4 – Notes Receivable This note discusses the company's outstanding notes receivable, including a convertible promissory note with Valqari - The Company has an outstanding convertible promissory note with Valqari, originally for $500,000, which matured in April 2021, with a partial payment of $315,000 made in November 2021[69][72] - Valqari alleges breaches by AgEagle, which AgEagle disputes, and the parties are negotiating a resolution, with AgEagle reserving the right to take legal action[72] Note 5 – COVID Loans This note details the COVID loans assumed from senseFly S.A. and their repayment schedule - AgEagle assumed two COVID Loans from senseFly S.A., with outstanding obligations of $815,906 as of September 30, 2023[73] - One COVID loan's repayment period was extended from December 2023 to June 2025[73] Scheduled Principal Payments for COVID Loans | Year ending December 31, | Amount | | :----------------------- | :------- | | 2023 (rest of year) | $58,487 | | 2024 | $306,722 | | 2025 | $180,064 | | 2026 | $90,213 | | 2027 | $180,420 | | Total | $815,906 | Note 6 – Promissory Note and Warrant This note describes the promissory note and common stock purchase warrant issued, including subsequent amendments and exchanges - In December 2022, the Company issued an 8% original issue discount promissory note for $3,500,000 and a common stock purchase warrant for up to 5,000,000 shares[75] - An August 2023 amendment increased the note's principal by $595,000 to $4,095,000 due to missed monthly amortization payments, resulting in a $1,523,867 loss on debt extinguishment[78][79] - A September 2023 Warrant Exchange Agreement led to the issuance of 5,000,000 shares of common stock in exchange for the original warrant, with an incremental value modification of $190,500[80] Scheduled Principal Payments for Second Amended Note (as of Sep 30, 2023) | Year ending December 31, | Amount | | :----------------------- | :----------- | | 2023 (rest of year) | $525,000 | | 2024 | $3,570,000 | | Total | $4,095,000 | Note 7 – Stockholders' Equity This note provides details on changes in common stock, preferred stock, warrants, and stock-based compensation - In June 2023, the Company issued 16,720,000 shares of Common Stock and warrants to purchase 25,080,000 shares, raising $3,817,400 net of issuance costs[85] - The Series F Convertible Preferred Stock and associated warrants experienced multiple 'down round' anti-dilution triggers in December 2022, March 2023, and June 2023, reducing their conversion/exercise prices[96][99][101] - Total deemed dividends on Series F Preferred Stock and warrants for the nine months ended September 30, 2023, amounted to $4,910,894 due to these down round triggers[103] Stock-based Compensation Expense (Nine Months Ended Sep 30) | Metric | 2023 | 2022 | | :-------------------------- | :----------- | :----------- | | Stock-based compensation expense | $1,125,209 | $3,058,741 | Restricted Stock Unit (RSU) Activity (Nine Months Ended Sep 30, 2023) | Metric | Shares | | :-------------------------------- | :------- | | Outstanding as of Dec 31, 2022 | 1,028,960 | | Granted | 2,000,645 | | Vested and released | (387,456) | | Unvested as of Sep 30, 2023 | 419,722 | Stock Option Activity (Nine Months Ended Sep 30, 2023) | Metric | Shares | | :-------------------------------- | :------- | | Outstanding as of Dec 31, 2022 | 2,561,231 | | Granted | 325,000 | | Expired/Forfeited | (108,499) | | Outstanding as of Sep 30, 2023 | 2,777,732 | Note 8 – Leases This note outlines the company's lease obligations and related expenses - A lease impairment charge of $79,287 was recognized in Q3 2023 due to a sublease agreement for the Seattle facility, where anticipated sublease income is less than the primary lease obligations[130] Operating Lease Expense (Nine Months Ended Sep 30) | Metric | 2023 | 2022 | | :-------------------------- | :----------- | :----------- | | Operating lease expense payments | $791,558 | $1,254,893 | Operating Lease Liabilities (as of Sep 30, 2023) | Metric | Amount | | :------------------------------------------ | :----------- | | Right of use assets | $3,498,051 | | Total future minimum lease payments, undiscounted | $4,112,273 | Note 9 – Warrants This note provides information on outstanding warrants, their exercise prices, and contractual terms Warrant Activity (as of Sep 30, 2023) | Metric | Value | | :-------------------------------- | :----------- | | Warrants Outstanding | 48,351,747 shares | | Weighted Average Exercise Price | $0.32 | | Weighted Average Remaining Contractual Term | 3.81 years | - Multiple 'down round' trigger events in December 2022, March 2023, and June 2023 reduced the exercise prices of previously issued warrants[137] Note 10 – Commitments and Contingencies This note details the company's purchase commitments and legal contingencies, including an SEC cease and desist order - As of September 30, 2023, the Company had purchase commitments of $2,126,081 expected to be realized during the remainder of 2023[141] - The SEC issued a cease and desist order against AgEagle and its former CFO for failing to timely report Section 16(a) information[142] - AgEagle agreed to pay $190,000 in civil penalties, and its former CFO personally paid $125,000[143] Note 11 – Segment Information This note presents financial data broken down by the company's operating segments and geographic areas Goodwill and Assets by Segment (as of Sep 30, 2023) | Segment | Goodwill | Assets | | :-------- | :--------- | :--------- | | Sensors | $18,972,896 | $25,495,556 | | SaaS | $2,706,515 | $5,510,659 | | Corporate | $0 | $2,660,979 | | Drones | $0 | $12,383,293 | Revenues by Segment (Three Months Ended Sep 30) | Segment | 2023 Revenue | 2022 Revenue | YoY Change | | :------ | :----------- | :----------- | :--------- | | Drones | $1,627,177 | $2,081,410 | -21.9% | | Sensors | $1,755,712 | $3,256,797 | -46.1% | | SaaS | $101,043 | $152,507 | -33.8% | | Total | $3,483,932 | $5,490,714 | -36.5% | Revenues by Segment (Nine Months Ended Sep 30) | Segment | 2023 Revenue | 2022 Revenue | YoY Change | | :------ | :----------- | :----------- | :--------- | | Drones | $4,861,260 | $7,856,573 | -38.1% | | Sensors | $5,610,764 | $6,283,907 | -10.7% | | SaaS | $347,189 | $480,085 | -27.7% | | Total | $10,819,213 | $14,620,565 | -26.0% | Revenues by Geographic Area (Three Months Ended Sep 30, 2023) | Region | Revenue | | :-------------------------- | :---------- | | Europe, Middle East and Africa | $1,382,012 | | North America | $1,174,629 | | Latin America | $502,301 | | Asia Pacific | $415,406 | Note 12 – Subsequent Events This note reports significant events that occurred after the balance sheet date - A Second Note Amendment Agreement was executed on October 5, 2023, further deferring amortization payments on the promissory note and linking prepayment to equity financing[148] - A Special Meeting of Stockholders is scheduled for November 14, 2023, to vote on a reverse stock split (1-for-10 to 1-for-20) to maintain NYSE American listing, and to increase shares authorized under the 2017 Omnibus Equity Incentive Plan from 10 million to 15 million[149][151] - Ms. Nicole Fernandez-McGovern resigned as Chief Financial Officer effective October 13, 2023, and Mr. Mark DiSiena was appointed Interim Chief Financial Officer[153][154] ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management discusses AgEagle's financial performance, strategic direction, and operational highlights, addressing market challenges - AgEagle's core business involves designing and delivering best-in-class drones, sensors, and software solutions[160] - Key growth strategies include leveraging proprietary full-stack drone solutions, capturing larger market share in agriculture, energy/utilities, infrastructure, and government/military verticals, and growth through strategic acquisitions[163][164][166] - Competitive strengths include proprietary technologies, in-house manufacturing, ISO:9001 international certification, customer-centric innovation, and a global reseller network of over 200 partners in 75+ countries[166][172] - Recent product innovations include the eBee™ VISION for intelligence/surveillance/reconnaissance, the RedEdge-P™ dual sensor for vegetation analysis, and Field Check for Measure Ground Control mobile app for on-site imagery validation[167][168][169] - The company was awarded a five-year GSA Multiple Award Schedule (MAS) Contract in April 2023 and achieved C2 and C6 class identification labels for its eBee X series drones under EASA/EU regulations, enhancing operational capabilities[170][171][172] - Global economic challenges, inflation, and supply-chain disruptions continue to negatively impact the company's ability to access components and manufacture products, with these effects expected to persist[173][199] Three and Nine Months Ended September 30, 2023 as Compared to Three and Nine Months Ended September 30, 2022 This section compares the company's financial results for the three and nine months ended September 30, 2023, against the same periods in 2022 Revenue Performance (Q3 and 9M Ended Sep 30) | Metric | Q3 2023 | Q3 2022 | Q3 YoY Change | 9M 2023 | 9M 2022 | 9M YoY Change | | :-------------------------- | :----------- | :----------- | :------------ | :------------ | :------------ | :------------ | | Total Revenues | $3,483,932 | $5,490,714 | -36.5% | $10,819,213 | $14,620,565 | -26.0% | | Decline from Sensors | $1,501,085 | - | - | $673,143 | - | - | | Decline from Drones | $454,233 | - | - | $2,995,313 | - | - | | Decline from SaaS | $51,464 | - | - | $132,896 | - | - | Gross Profit Performance (Q3 and 9M Ended Sep 30) | Metric | Q3 2023 | Q3 2022 | Q3 YoY Change | 9M 2023 | 9M 2022 | 9M YoY Change | | :-------------------------- | :----------- | :----------- | :------------ | :------------ | :------------ | :------------ | | Gross Profit | $1,214,074 | $2,083,141 | -41.7% | $4,224,240 | $5,998,129 | -29.6% | | Gross Margin | 34.8% | 37.9% | -3.1 pp | 39.0% | 41.0% | -2.0 pp | - Gross profit decline was attributed to reduced sensor and drone revenues, significant price reductions for eBee products to compete with Chinese manufacturers, and increased raw component and labor costs for sensors[176][177] Operating Expenses (Q3 and 9M Ended Sep 30) | Metric | Q3 2023 | Q3 2022 | Q3 YoY Change | 9M 2023 | 9M 2022 | 9M YoY Change | | :-------------------------- | :----------- | :----------- | :------------ | :------------ | :------------ | :------------ | | Total Operating Expenses | $7,204,187 | $7,230,471 | -0.4% | $19,247,300 | $24,015,980 | -19.9% | | General and administrative | $3,357,550 | $4,175,090 | -19.6% | $10,435,834 | $14,093,655 | -26.0% | | Research and development | $1,368,394 | $1,818,540 | -24.8% | $4,320,216 | $6,185,777 | -30.2% | | Sales and marketing | $978,243 | $1,236,841 | -20.9% | $2,911,963 | $3,736,548 | -22.1% | | Impairment | $1,500,000 | $0 | - | $1,579,287 | $0 | - | - Operating expenses decreased primarily due to integration efficiencies from 2021 acquisitions, leading to reductions in professional fees, payroll, and consulting costs[181][183][185] - Other income (expense), net, shifted from a $6.81 million income in Q3 2022 to a $2.03 million expense in Q3 2023, largely due to a $1.52 million debt extinguishment loss and foreign currency transaction losses in 2023, compared to a non-cash gain on debt extinguishment in 2022[188][189] Net Income (Loss) (Q3 and 9M Ended Sep 30) | Metric | Q3 2023 | Q3 2022 | Q3 YoY Change | 9M 2023 | 9M 2022 | 9M YoY Change | | :-------------------------- | :----------- | :----------- | :------------ | :------------ | :------------ | :------------ | | Net Income (Loss) | $(8,020,128) | $1,664,952 | +581.7% (loss increase) | $(17,910,210) | $(11,533,356) | +55.3% (loss increase) | Cash Flows This section analyzes the changes in cash flows from operating, investing, and financing activities Cash Flow Summary (Nine Months Ended Sep 30) | Metric | 2023 | 2022 | YoY Change | | :---------------------------------- | :----------- | :----------- | :----------- | | Net cash used in operating activities | $(8,829,669) | $(15,168,736) | -41.8% | | Net cash used in investing activities | $(564,116) | $(8,062,741) | -93.0% | | Net cash provided by financing activities | $6,730,348 | $14,404,378 | -53.2% | - The decrease in cash used in investing activities was mainly due to lower acquisition-related liabilities and reduced capitalized platform and internal use software costs[194] - The decrease in cash provided by financing activities was due to less sales of common stock through an at-the-market offering and warrant exercises in the prior year, partially offset by Series F Preferred stock issuance[195] Liquidity and Capital Resources This section assesses the company's ability to meet its short-term and long-term financial obligations Liquidity Metrics (as of Sep 30, 2023) | Metric | Amount | | :-------------------------- | :----------- | | Working Capital | $2,818,220 | | Loss from Operations (9M 2023) | $15,023,060 | - The company faces substantial doubt about its ability to continue as a going concern and is evaluating strategies to obtain additional funding and restructure operations to grow revenues and reduce expenses[196] - During the nine months ended September 30, 2023, the company raised $6,817,400 in equity from the additional sale of Series F Preferred Stock and Common Stock[197] Off-Balance Sheet Arrangements This section discloses any material off-balance sheet arrangements - As of September 30, 2023, the company had no material off-balance sheet arrangements other than standard operating leases[198] Inflation This section discusses the impact of inflation on the company's business - Inflation negatively impacted the UAV industry and the company's business during the nine months ended September 30, 2023, affecting access to components, parts, and labor, and causing supply chain disruptions, with these negative impacts expected to continue[199] Climate Change This section states management's assessment of climate change's impact on operations - Management believes climate change and related governmental regulations have not had, nor are expected to have, any material effect on the company's operations[200] New Accounting Pronouncements This section addresses the expected impact of recently issued accounting pronouncements - Recently issued FASB accounting pronouncements are not expected to have a material impact on the company's consolidated financial position, results of operations, or cash flows[201] ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK As a smaller reporting company, AgEagle is exempt from providing detailed quantitative and qualitative disclosures about market risk - The company is not required to provide quantitative and qualitative disclosures about market risk as it is a 'smaller reporting company'[202] ITEM 4. CONTROLS AND PROCEDURES The company's Chief Executive Officer and Interim Chief Financial Officer concluded that AgEagle's disclosure controls and procedures were effective as of September 30, 2023, with no material changes in internal control over financial reporting - The CEO and Interim CFO evaluated and concluded that the company's disclosure controls and procedures were effective as of September 30, 2023[203] - There were no material changes in internal control over financial reporting during the nine months ended September 30, 2023[204] PART II – OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS This item refers to Note 10 – Commitments and Contingencies for a discussion of current legal proceedings - Current legal proceedings are discussed in Note 10 – Commitments and Contingencies[207] ITEM 1A. RISK FACTORS As a smaller reporting company, AgEagle is not required to provide risk factor information under this item - The company is not required to provide risk factor information as it is a 'smaller reporting company'[208] ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES The company reported no unregistered sales of equity securities, use of proceeds, or issuer purchases of equity securities for the period - No unregistered sales of equity securities, use of proceeds, or issuer purchases of equity securities were reported[209] ITEM 3. DEFAULT UPON SENIOR SECURITIES The company reported no defaults upon senior securities for the period - No defaults upon senior securities were reported[210] ITEM 4. MINE SAFETY DISCLOSURES This item is not applicable to the company - Mine safety disclosures are not applicable to the company[211] ITEM 5. OTHER INFORMATION The company reported no other information for the period - No other information was reported[212] ITEM 6. EXHIBITS This item lists the exhibits filed with the Form 10-Q, including various certifications and XBRL documents - Exhibits include Rule 13(a)-14(a)/15(d)-14(a) Certifications, Section 1350 Certifications, and Inline XBRL documents[213] SIGNATURES Report Signatories The report was signed by Barrett Mooney, Chief Executive Officer, and Mark DiSiena, Interim Chief Financial Officer, on November 13, 2023 - The report was signed by Barrett Mooney, Chief Executive Officer, and Mark DiSiena, Interim Chief Financial Officer[216][217] - The signing date for the report was November 13, 2023[216][217]