OVERVIEW:

Envision invents, designs, engineers, manufactures and sells solar powered products and proprietary technology solutions serving three markets with annual global spending in the billions of dollars and that are experiencing significant growth:





  · electric vehicle charging infrastructure;




  · outdoor media advertising; and




  · energy security and disaster preparedness.

The Company focuses on creating renewably energized, high-quality products for electric vehicle ("EV") charging, outdoor media and branding, and energy security that are rapidly deployable and attractively designed.

We currently produce two categories of products: the patented EV ARC™ (Electric Vehicle Autonomous Renewable Charger) and the patented Solar Tree®. In 2019, we began deploying our upgraded version of our EV ARC™, the EV ARC™ 2020, which provides all of the features of the original EV ARC™ in addition to elevating the electronics under the solar canopy to make the unit flood-proof up to nine feet. In addition, we have two new categories of products in development. On December 31, 2019, our patent for the EV-Standard™ product was issued, and a fourth category of product, the UAV ARC™ drone charging product, is awaiting patent approval. All four product lines incorporate the same underlying technology and value, having a built-in renewable energy source in the form of attached solar panels and/or light wind generator, along with battery storage. The EV ARC™ product is a permanent solution in a transportable format and the Solar Tree® product is a permanent solution in a fixed format. The EV-Standard™ is also fixed but uses an existing streetlamp's foundation and grid connection for curbside charging. The UAV ARC™ is a permanent solution in a transportable format and will be used to charge drone (UAV) fleets. Our EV charging solutions for electric vehicles and aerial drones can, or in the case of the products currently under development, are expected to, produce, deliver, and store power without the time and expense of having to be connected to the utility grid.

We believe that there is a clear need for a rapidly deployable and highly scalable EV charging infrastructure, and that our products fulfill that requirement. We are agnostic as to the EV charging service equipment and integrate best of breed solutions based upon our customer's requirements. For example, our EV ARC™ and Solar Tree® products have been deployed with Chargepoint, Blink, Juice Box, Bosch, AeroVironment and other high quality EV charging solutions. We can make recommendations to customers or we can comply with their specifications and/or existing charger networks. Our products replace the infrastructure required to support EV chargers, not the chargers themselves. We do not sell EV charging, rather we sell products which enable it.

We believe our chief differentiators for our electric vehicle charging infrastructure products are:





       ·   our ability to invent, design, engineer, and manufacture solar powered
           products which dramatically reduce the cost, time and complexity of the
           installation and operation of EV charging infrastructure and outdoor
           media platforms when compared to traditional, utility grid tied
           alternatives;

       ·   our products' capability to operate during grid outages and to provide
           a source of emergency power rather than becoming inoperable during
           times of emergency or other grid interruptions; and

       ·   our ability to create new and patentable inventions which are a complex
           integration of our own proprietary technology and parts, with other
           commonly available engineered components, creating a further barrier to
           entry for our competition.








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Historically, we have earned revenue primarily from the sale of EV ARCs™ to large commercial businesses, such as Google, Genentech, and Johnson & Johnson, and government agencies such as the City of New York, the State of California and the U.S. Navy. Our contract with the City of New York was renewed in March 2020 to extend through April 2021 and while our State of California contract expires on June 23, 2020 it has two one-year renewal options through June 23, 2022 at the State of California's option. On September 10, 2018, the Company received a new $3,300,000 order from the City of New York for 50 EV ARC™ units which were delivered in Q4 2018 and in the first half of 2019. We have yet to launch our outdoor media advertising other than signing an agreement with Outfront Media and developing our revenue model with it. Revenue from this business is expected from potential sponsors and from advertisers willing to pay fees to us or to our media partners to display their brands, messages and advertisements on the surfaces of our products or on outdoor digital or static screens mounted on our EV charging solutions. Our energy security business is connected with the deployment of our EV charging infrastructure products and serves as an additional benefit to the value proposition of our charging products which, along with their integrated emergency power panels, can continue to operate and deliver emergency power during utility grid failures. Our onboard state-of-the-art storage batteries installed on our EV chargers provide another reason for certain customers such as municipalities, counties, states, the federal government, hospitals, fire departments, large private enterprises with substantial facilities, and vehicle fleet operators, to buy our products.

We currently do not plan to charge separately for the energy storage capability, which is generally standard on all of our products. For an additional fee, we offer extra storage batteries on particular charging stations.

Our current list of products includes:





       1.  EV ARC™ Electric Vehicle Autonomous Renewable Charger (patented).

       2.  Transformer (patented) EV ARC™ 2020 Stowable Electric Vehicle
           Autonomous Renewable Charger (EV ARCTM 2020).

       3.  EV ARC™ DC Fast Charging Electric Vehicle Autonomous Renewable Charger
           (EV ARCTM DCFC).

       4.  EV ARC™ Media Electric Vehicle Autonomous Renewable Charger with
           advertising screen and or branding/messaging.

       5.  EV ARC™ Autonomous Renewable Motorcycle Charger.

       6.  EV ARC™ Autonomous Renewable Bicycle Charger.

       7.  ARC Mobility™ Transportation System.

       8.  The patented Solar Tree® DCFC product, a single-column mounted smart
           generation and energy storage system with the capability to provide a
           50kW DC fast charge to one or more electric vehicles.

In addition, the EV Standard™ is recently patented and UAV ARC™ is patent-pending and are both under development.

Our current products can be upgraded with the addition of the following:





  1. EnvisionTrak™ sun tracking technology (patented),
  2. Data capture and management (IoT),
  3. SunCharge™ solar powered EV charging,
  4. ARC™ technology energy storage,
  5. E-Power emergency power panels,
  6. LED lighting,
  7. Media and branding screens, and
  8. Security cameras, WiFi, sound, and emergency call boxes.








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Critical Accounting Policies

Please refer to Note 1 in the financial statements for further information on the Company's critical accounting policies which are summarized as follows:

Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include the allowance for doubtful accounts receivable, valuation of inventory and standard cost allocations, depreciable lives of property and equipment, valuation of intangible assets, estimates of loss contingencies, estimates of the valuation of right of use assets and corresponding lease liabilities, valuation of share-based payments, and the valuation allowance on deferred tax assets.

Accounts Receivable. Accounts receivable are customer obligations due under normal trade terms. Management reviews accounts receivable on a periodic basis to determine if any receivables may become uncollectible. Management's evaluation includes several factors including the aging of the accounts receivable balances, a review of significant past due accounts, dialogue with the customer, the financial profile of a customer, our historical write-off experience, net of recoveries, and economic conditions. The Company includes any accounts receivable balances that are determined to be uncollectible in its overall allowance for doubtful accounts. Further, the Company may record a general reserve in its allowance for doubtful accounts to account for future changes that may negatively impact our overall collections. After all attempts to collect a receivable have failed, the receivable is written off against the allowance.

Inventory. Inventory is stated at the lower of cost and net realizable value. Cost is determined using the first-in, first-out method of accounting. Inventory costs primarily relate to purchased raw materials and components used in the manufacturing of our products, work in process for products being manufactured, and finished goods. Included in these costs are direct labor and certain manufacturing overhead costs associated with the manufacturing process. The Company regularly reviews inventory components and quantities on hand and performs annual physical inventory counts. A reserve is established if this review process determines the net realizable value of such inventory may be below the carrying value.

Impairment of Long-lived Assets. The Company accounts for long-lived assets in accordance with the provisions of ASC 360-10-35-15 "Impairment or Disposal of Long-Lived Assets." This guidance requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

Accounting for Derivatives. The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, "Derivatives and Hedging." The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income (expense). Upon conversion of a note where the embedded conversion option has been bifurcated and accounted for as a derivative liability, the Company records the shares at fair value, relieves all related notes, derivatives, and debt discounts, and recognizes a net gain or loss on extinguishment. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification

Revenue and Cost Recognition. On January 1, 2018, Envision adopted the revenue standards of Financial Accounting Standards Board Update No. 2014-09: "Revenue from Contracts with Customers (Topic 606)." The core principle of this Topic is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Revenue is recognized in accordance with that core principle by applying the following five steps: 1) identify the contracts with a customer; 2) identify the performance obligations in the contract; 3) determine the transaction price; 4) allocate the transaction price to the performance obligations; and 5) recognize revenue when (or as) we satisfy a performance obligation.









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Revenues are primarily derived from the direct sales of manufactured products. Revenues may also consist of maintenance fees for the maintenance of previously sold products and revenues from sales of professional services.

Revenues from inventoried product sales are recognized upon the final delivery of such product to the customer or when legal transfer of ownership takes place. Revenue values are fixed price arrangements determined at the time an order is placed or a contract is entered into. The customer is typically obligated to make payment for such products within a 30-45 day period after delivery.

Revenues from maintenance fees for services provided by the Company are recognized equally over the period of the maintenance term. Revenue values are fixed price arrangements determined at the time an order is placed or a contract is entered into. The customer is typically obligated to make payment for the service in advance of the maintenance period.

Extended maintenance or warranty services, where the customer has the option to purchase this extension as a separate purchase option, are considered a separate performance obligation. If the company does not control the extended services, in terms of having the responsibility for fulfillment of the obligation or the option to choose who will perform the services, the Company is acting as an agent and would report the revenues on a net basis.

Revenues from professional services are recognized as services are performed. Revenue values are based upon fixed fee arrangements or hourly fee-based arrangements with agreed to hourly rates of service categories in line with expertise requirements. These services are billed to a customer as such services are provided and the customer will be obligated to make payments for such services typically within a 30-45 day period.

The Company has a policy of recording sales incentives as a contra revenue.

The Company includes shipping and handling fees billed to customers as revenues and shipping and handling costs as cost of revenues.

Any deposits received from a customer prior to delivery of the purchased product or monies paid prior to the period for which a service is provided are accounted for as deferred revenue on the balance sheet.

Sales tax is recorded on a net basis and excluded from revenue.

The Company generally provides a standard one-year warranty on its products for materials and workmanship but may provide multiple year warranties as negotiated, and it will pass on the warranties from its vendors, if any, which generally exceeds this one-year period. In accordance with ASC 450-20-25, the Company accrues for product warranties when the loss is probable and can be reasonably estimated. At December 31, 2019 and 2018, the Company has no product warranty accrual given the Company's fluctuating historical financial warranty expense.

Cost of Revenues. The Company records direct material and component costs, direct labor and associated benefits, and manufacturing overhead costs such as supervision, manufacturing equipment depreciation, rent, and utility costs, all of which are included in inventory prior to a sale, as costs of revenues. The Company further includes shipping and handling fees billed to customers as revenues and shipping and handling costs as cost of revenues.

Changes in Accounting Principles. Other than the adoption of Accounting Standards Update No. 2016-02: "Leases (Topic 842)" on January 1, 2019, there were no significant changes in accounting principles that were adopted during the year ended December 31, 2019.













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Results of Operations

Comparison of Results of Operations for Fiscal Years Ended December 31, 2019 and 2018

Revenue. For the year ended December 31, 2019, our revenues were $5,111,545 compared to $6,162,402 for the same period in 2018, a reduction of $1,050,857 or 17%. Revenues for the year ended December 31, 2019 were derived primarily from the sale and delivery of 65 EVARC™ units, compared to 90 units for the year ended December 31, 2018. Revenues from our New York City contract represented $2,240,940 in fiscal year 2019, which was a decrease of $832,516 from fiscal 2018 revenues. Other revenue opportunities did not materialize as quickly as expected due to the timing of budgetary approvals or scheduling of deliveries and were moved to fiscal 2020. Through the end of fiscal 2018 and early fiscal 2019, we had funding constraints due to delays in closing a public offering, which resulted in delays in product development and deliveries and reduced spending on sales and marketing programs, which impacted our ability to develop new customers and markets. However, through the course of 2019, our pipeline of opportunities grew and we are expanding our market opportunities. We hired a Vice President of Sales and Marketing on January 1, 2020, and we are investing in sales and marketing resources and programs to raise awareness of the benefits and value of our products. The receipt of orders will often be uneven due to the timing of customer approvals or budget cycles.

Gross Profit. For the year ended December 31, 2019, we had a gross loss of $153,774 compared to a gross loss of $192,100 for the same period in 2018, a decrease of 20%. The gross loss for the year ended December 31, 2019 improved, despite a 17% decrease in revenues, compared to the year ended December 31, 2018. Gross profit improved on the products we delivered, primarily because our EV ARC™ unit has been in production for several years, and we have made cost improvements and realized labor efficiencies in our production. During fiscal 2019, we designed, developed and shipped two new products - the EV ARC™ 2020 and the EV ARC™ DC Fast Charging unit. During the production of these initial units, we incurred labor variances for start-up inefficiencies and a higher level of scrap than normal, which is expected to improve over time as we gain more experience and improve the production process. We also incurred higher warranty cost in fiscal 2019 due to having more units in the field, and the addition of a field technician to support our customer service levels and improve response times. As our business continues to grow, we expect to see an improvement on our gross profit through better utilization of our manufacturing facility. We have significant room for expansion in our facility. At our current production level, our fixed overhead costs, including rent, indirect labor, utilities and other allocated general overhead costs, are spread across the lower volume of units, resulting in higher overhead applied to each unit. As we increase our volumes, we will be able to realize better absorption of our fixed overhead costs and reduce our cost per unit, improving our gross profit. We are continually looking for ways to improve the product design or production process to reduce our manufacturing costs while maintaining high quality products. As unit sales continue to increase, we will be able to negotiate better volume pricing from our suppliers and benefit from labor efficiency in our production flow. Based on these objectives, management believes that improved gross profits can be realized and maintained. Additionally, during 2018, the Company recorded approximately $72,000 of additional loss contingency related to the purchase order issued from the City of New York.

Operating Expenses. Total operating expenses were $3,117,793 for the year ended December 31, 2019 compared to $2,337,446 for the same period in 2018, a 33% increase. The increase in expense is primarily due to an increase of $248,472 of R&D expenses, including in-house labor and contract engineering, related to the development of the EV ARCTM 2020, the EV ARCTM DC Fast Charging system and the Solar Tree® DC Fast Charging product, $126,500 for severance and recruiting cost related to the Chief Financial Officer position, $99,965 for investor relations and public relations costs, $81,917 for Nasdaq and filing fees due to the registration, $80,000 of consulting fees for a former director for business development, $70,000 for bonus accrual, $55,774 for non-cash compensation expense for the vesting of director restricted shares offset by lower stock option expense and other increases of $17,713.

Provision for Income Taxes. Our tax expense for the year ended December 31, 2019 related to charges for the California Franchise Tax Board based on the minimum tax due and to New York City for Corporation Tax. We did not incur any federal tax liability for the years ended December 31, 2019 or December 31, 2018 because we incurred operating losses for tax purposes in these periods.

Other Income and Expense. Interest expense was $716,337 for the year ended December 31, 2019 compared to $1,089,223 for the same period in 2018, a 34% decrease, due to the repayment of debt during the three months ended June 30, 2019, following the Company's public offering. Interest income increased by $53,353 due to increased cash deposits. The Company recognized a gain on the sale of a fixed asset in the year ended December 31, 2018, which was not repeated in the year ended December 31, 2019.

Net Loss. We generated net losses of $3,933,922 for the year ended December 31, 2019, compared to a net loss of $3,598,780 for the same period in 2018, a 9% increase. The major components of these losses, and the changes of such between years, are discussed in the above paragraphs.











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Liquidity and Capital Resources

At December 31, 2019, we had cash of $3,849,456, compared to cash of $244,024 at December 31, 2018. We have historically met our cash needs through a combination of proceeds from private placements of our securities and from loans, and in April 2019, through a public offering. Our cash requirements are generally for operating activities.

Our cash flows from operating, investing and financing activities, as reflected in the statements of cash flows, are summarized in the table below:





                                                For the Years Ended December 31,
                                                   2019                   2018

Cash provided by (used in): Net cash used in operating activities $ (4,826,340 ) $ (712,456 ) Net cash used in investing activities $ (109,586 ) $ (32,282 ) Net cash provided by financing activities $ 8,541,358 $ 585,287

Our operating activities resulted in cash used in operations of $4,826,340 for the year ended December 31, 2019, compared to cash used in operations of $712,456 for the year ended December 31, 2018. Net loss of $3,933,922 for the year ended December 31, 2019 was increased by $974,198 of non-cash expense items that included depreciation and amortization of $40,500, common stock issued for services for director compensation of $355,931, non-cash compensation expense related to grant of stock options of $48,915, $526,423 of amortization of debt discount to interest expense associated with the financings of the current debt facilities, and $2,429 for a provision for doubtful accounts. Further, cash used in operations for the period included increases in prepaid expenses and other current assets of $468,313 for increased vendor prepayments, increased inventory by $110,455, decreases in accounts payable of $883,238, decrease in accrued expenses of $276,284 for the payment of interest and a reversal of the accrued loss for New York shipment, and a decrease in deferred revenue of $742,176 from the shipment of units that we had received prepayments for. Cash provided by operations included a reduction of accounts receivable of $523,739, a $48,672 decrease in deposits for our building lease, an increase of $35,417 for convertible note payable issued in lieu of salary - related party for increased deferred salary, and an increase in sales tax payable of $6,022.

The primary driver of the 2018 net cash used in operations included the net loss of $3,598,780 we experienced in the period offset by various net changes in balance sheet items and other non-cash items recorded in such loss. In 2018, we had non-cash charges consisting of $237,500 of stock issued for director services, $111,572 related to the granting of stock options primarily in 2018, $861,782 related to the amortization of debt discount and $62,839 of depreciation and amortization expenses. Notable balance sheet account changes effecting cash used in operations include an increase in accounts receivable of $1,284,756 related to the sale and delivery of EVARC™ units during the month of December; and increase in prepaid expenses of $230,669 related to deposits made to acquire materials; a decrease in inventory of $1,241,040 which was a result from the sale and delivery of approximately 30 EVARC™ units that were built as of December 31, 2017 but not delivered until 2018; a decrease in deposits of $51,047 primarily related to our facility lease; an increase in accounts payable amounting to $881,967 primarily related to materials purchased for product builds; an increase in accrued expenses of $162,246 including increases in accrued interest and accrued vacation; an increase of $50,000 of deferred salary of our chief executive officer; and increase of $758,271 of deferred revenue from progress payments received from our customer of our first EV ARC™ DC Fast Charging Electric Vehicle Autonomous Renewable Chargers.

Cash used in investing activities included $76,746 to fund patent related costs and $32,840 to purchase equipment in the year ended December 31, 2019. The year ended December 31, 2018 used $59,079 on patent related costs, $23,470 to purchase equipment and generated $50,267 through the sale of equipment.











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In 2019, cash generated by our financing activities included $13,201,000 in proceeds we received from issuance of common stock pursuant to a public offering, offset by funding of deferred equity offering costs of $1,175,851, net repayments of our line of credit facility of $960,000, repayments of debt of $2,523,620 and fractional share payments of $171. In 2018, a net of $278,000 generated by financing activities is attributable to the sale of common stock in private placements while we borrowed $750,000 on a note payable and made principal payments amounting to $212,685 on other debt instruments. The Company also funded $195,028 of deferred equity offering costs related to our planned future public offering and paid $35,000 of loan offering costs.

Current assets increased to $6,605,556 at December 31, 2019 from $2,921,763 at December 31, 2018, primarily due to a $3,605,432 increase in cash, while current liabilities decreased to $1,462,837 at December 31, 2019 from $5,681,343 at December 31, 2018, primarily due to the payoff of debt and reduction of accounts payable. As a result, our working capital increased to $5,142,719 at December 31, 2019 from a working capital deficit of $2,759,580 at December 31, 2018.

As of December 31, 2018, the Company had $2,862,940 in short term borrowings net of unamortized debt discounts of $520,696 with an additional $286,528 in long term borrowings. All of our borrowings incurred interest rates between 6.0% and 10% per annum. Payments on the Company's borrowings restricted cash used for operations during 2019. Two of the short-term borrowing arrangements, from the same lender, were secured by substantially all the assets of the Company. All borrowings have been repaid.

While the Company has been attempting to grow market awareness and focusing on the generation of sales, the Company has not generally earned a gross profit on its sales of products during recent years. However, we believe that we will improve our gross profit as our revenues grow. Management believes that with increased production volumes that we believe are forthcoming, efficiencies will continue to improve, and total per unit production costs will decrease, thus allowing for increasing gross profits on the EV ARC ™ and Solar Tree® products in the future. The Company may continue to rely on capital from the private or public issuance of its securities, generate cash through the exercise of warrants, or if or when needed, initiate future debt instruments until it achieves positive cash flow from its business, which is predicated on increasing sales volumes and the continuation of production cost reduction measures. Management cannot currently predict when or if it will achieve positive cash flow.

Management believes that evolution in the operations of the Company may allow it to execute on its strategic plan and enable it to experience profitable growth in the future. This evolution is anticipated to include the following continual steps: addition of sales personnel and independent sales channels, continued management of overhead costs, increased overhead absorption resulting from revenue growth, process improvements and vendor negotiations leading to cost reductions, increased public awareness of the Company and its products, and the maturation of certain long sales cycle opportunities. Management believes that these steps, if successful, may enable the Company to generate sufficient revenue to continue operations. There is no assurance, however, as to if or when the Company will be able to achieve those operating objectives.





Contractual Obligations

Please refer to Note 13 in the financial statements for further information on the Company's contractual obligations.





Capitalization

On April 18, 2019, the Company closed an underwritten public offering with Maxim Group LLC ("Maxim"), as representative for the several underwriters (the "Underwriters"), pursuant to which the Company agreed to issue and sell to the Underwriters an aggregate of 2,000,000 units with each unit consisting of one (1) share of the Company's common stock, par value $0.001 per share (the "Common Stock"), and a warrant to purchase one (1) share of Common Stock at an exercise price equal to $6.30 per share (the "Warrants"). In addition, the Company granted the Underwriters a 45-day option to purchase up to 300,000 additional shares of Common Stock, or Warrants, or any combination thereof, at the public offering price to cover over-allotments, if any. The Common Stock and the Warrants were offered and sold to the public (the "Offering") pursuant to the Company's registration statement on Form S-1 (File Nos. 333-226040), filed by the Company with the Securities and Exchange Commission (the "Commission") on July 2, 2018, as amended, which became effective on April 15, 2019, and a related registration statement filed pursuant to Rule 462 promulgated under the Securities Act of 1933, as amended (the "Securities Act"). The offering price to the public was $6.00 per unit and the Underwriters purchased 2,000,000 units. In addition, the Underwriters purchased 300,000 Warrants for $3,000 upon the exercise of the Underwriters' over-allotment option. The Company received gross proceeds of approximately $12,003,000, before deducting underwriting discounts and commissions and estimated offering expenses.











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Concurrent with the offering, the Company effected a one-for-fifty reverse split of its issued and outstanding common stock (the "Reverse Stock Split") and reduced the number of authorized shares of common stock from 490,000,000 to 9,800,000. No fractional shares were issued as a result of the Reverse Stock Split. Fractional shares were rounded up or down to the nearest whole share, after aggregating all fractional shares held by a stockholder, resulting in the issuance of 187 round-up shares. Any stockholder holding less than 24 shares of Common Stock on a pre-reverse stock basis were paid in cash for such fractional share of Common Stock, which totaled $171.

On May 15, 2019 the Company closed the Underwriters Second Over-Allotment partial exercise option to purchase 200,000 shares of Common Stock at $5.99 per share (the "Second Over-Allotment Exercise") for additional gross proceeds of $1.198 million, prior to deducting underwriting discounts and commissions and offering expenses payable by the Company, pursuant to and in compliance with the terms and conditions of the previously announced April 16, 2019 Underwriting Agreement and Offering.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources, that are material to investors.

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