SEC Filing | Kaltura

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KALTURA INC - 1432133 - 2021

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________________ to ___________________

Commission File Number: 001-40644

Kaltura, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	20-8128326
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
250 Park Avenue South 10th Floor New York, New York	10003
(Address of principal executive offices)	(Zip Code)

(646) 290-5445

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.0001 par value per share	KLTR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of October 28, 2021, there were 126,874,443 shares of the registrant’s common stock, par value $0.0001, outstanding.

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements (unaudited)	F - 1
	Consolidated Balance Sheets as of September 30, 2021 (unaudited) and December 31, 2020 (audited)	F - 2 - F - 3
	Consolidated Statements of Operations for the three and nine months ended September 30, 2021 and 2020 (unaudited)	F - 4
	Consolidated Statement of Changes in Convertible and Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) for three and nine months ended September 30, 2021 and 2020 (unaudited)	F - 5 - F - 8
	Consolidated Statement of Cash Flows for the nine months ended September 30, 2021 and 2020 (unaudited)	F -9 - F - 10
	Notes to Unaudited Consolidated Interim Financial Statements (unaudited)	F - 11 - F - 35
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	28

PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	77
Item 3.	Defaults Upon Senior Securities	77
Item 4.	Mine Safety Disclosures	77
Item 5.	Other Information	77
Item 6.	Exhibits	78
Signatures		79

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q may be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “forecasts,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to statements regarding our future results of operations and financial position, industry and business trends, stock-based compensation, revenue recognition, business strategy, plans and market growth.

The forward-looking statements in this Quarterly Report on Form 10-Q are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition, and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the important factors discussed in Part II, Item 1A, “Risk Factors” in this Quarterly Report on Form 10-Q. The forward-looking statements in this Quarterly Report on Form 10-Q are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on Form 10-Q and have filed as exhibits to this Quarterly Report on Form 10-Q with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this Quarterly Report on Form 10-Q, whether as a result of any new information, future events or otherwise.

As used in this Quarterly Report on Form 10-Q, unless otherwise stated or the context requires otherwise, references to “Kaltura,” the “Company,” “we,” “us,” and “our,” refer to Kaltura, Inc. and its subsidiaries on a consolidated basis.

SUMMARY RISK FACTORS

Our business is subject to numerous risks and uncertainties, including those described in Part II, Item 1A. “Risk Factors” in this Quarterly Report on Form 10-Q. You should carefully consider these risks and uncertainties when investing in our common stock. The principal risks and uncertainties affecting our business include the following:

•	Our business and operations have experienced rapid growth, and if we do not appropriately manage this growth and any future growth, or if we are unable to improve our systems, processes and controls, our business, financial condition, results of operations and prospects will be adversely affected;

•	Our recent growth may not be indicative of our future growth, and we may not be able to sustain our revenue growth rate in the future. Our growth also makes it difficult to evaluate our current business and future prospects and may increase the risk that we will not be successful;

•	We have a history of losses and may not be able to achieve or maintain profitability;

•	The ongoing COVID-19 outbreak, and its variants, could adversely affect our business, financial condition and results of operations;

•	The markets for our offerings are new and evolving and may develop more slowly or differently than we expect. Our future success depends on the growth and expansion of these markets and our ability to adapt and respond effectively to evolving market conditions;

•	The loss of one or more of our significant customers, or any other reduction in the amount of revenue we derive from any such customer, would adversely affect our business, financial condition, results of operations and growth prospects;

•

If we are not able to keep pace with technological and competitive developments and develop or otherwise introduce new products and solutions and enhancements to our existing offerings, our offerings may become less marketable, less competitive or obsolete, and our business, financial condition and results of operations may be adversely affected;

•

If we do not maintain the interoperability of our offerings across devices, operating systems and third-party applications that we do not control, and if we are not able to maintain and expand our relationships with third-party technology partners to integrate our offerings with their products and solutions, our business, financial condition and results of operations may be adversely affected;

•	A version of our Media Services is licensed to the public under an open source license, which could negatively affect our ability to monetize our offerings and protect our intellectual property rights;

•

The markets in which we compete are nascent and highly fragmented, and we may not be able to compete successfully against current and future competitors, some of whom have greater financial, technical, and other resources than we do. If we do not compete successfully, our business, financial condition and results of operations could be harmed;

•	If we are unable to increase sales of our subscriptions to new customers, expand the offerings to which our existing customers subscribe, or expand the value of our existing customers’ subscriptions, our future revenue and results of operations will be adversely affected;

•	If our existing customers do not renew their subscriptions, or if they renew on terms that are less economically beneficial to us, it could have an adverse effect on our business, financial condition and results of operations;

•	We recognize a significant portion of revenue from subscriptions over the term of the relevant subscription period, and as a result, downturns or upturns in sales are not immediately reflected in full in our results of operations;

•

We typically provide service-level commitments under our customer agreements. If we fail to meet these contractual commitments, we could be obligated to provide credits for future service, face contract termination with refunds of prepaid amounts or could experience a decrease in customer renewals in future periods, any of which would lower our revenue and adversely affect our business, financial condition and results of operations;

•	We rely on third parties, including third parties outside the United States, for some of our software development, quality assurance, operations, and customer support;

•	We depend on our management team and other key employees, and the loss of one or more of these employees or an inability to attract and retain highly skilled employees could adversely affect our business;

•	If we are not able to maintain and enhance awareness of our brand, especially among developers and IT operators, our business, financial condition and results of operations may be adversely affected;

•	Our corporate culture has contributed to our success, and if we cannot maintain this culture as we grow, we could lose the innovation, creativity, and entrepreneurial spirit we have worked to foster, which could adversely affect our business;

•	Our failure to offer high quality customer support would have an adverse effect on our business, reputation and results of operations;

•	The failure to effectively develop and expand our marketing and sales capabilities could harm our ability to increase our customer base and achieve broader market acceptance of our offerings;

•	The sales prices of our offerings may change, which may reduce our revenue and gross profit and adversely affect our financial results;

•	We expect our revenue mix to vary over time, which could negatively impact our gross margin and results of operations;

•	The length of our sales cycle can be unpredictable, particularly with respect to sales to large customers, and our sales efforts may require considerable time and expense;

•	Our international operations and expansion expose us to risk;

•	If we are not successful in sustaining and expanding our international business, we may incur additional losses and our revenue growth could be adversely affected;

•	Currency exchange rate fluctuations affect our results of operations, as reported in our financial statements;

•	A portion of our revenue is generated by sales to government entities, which are subject to a number of challenges and risks;

•

If we are unable to consummate acquisitions at our historical rate and at acceptable prices, and to enter into other strategic transactions and relationships that support our long-term strategy, our growth rate and the trading price of our common stock could be negatively affected. These transactions and relationships also subject us to certain risks;

•	A real or perceived bug, defect, security vulnerability, error, or other performance failure involving our platform, products or solutions could cause us to lose revenue, damage our reputation, and expose us to liability;

•

If we or our third-party service providers experience a security breach, data loss or other compromise, including if unauthorized parties obtain access to our customers’ data, our reputation may be harmed, demand for our platform, products and solutions may be reduced, and we may incur significant liabilities;

•	Failure to protect our proprietary technology, or to obtain, maintain, protect and enforce sufficiently broad intellectual property rights therein, could substantially harm our business, financial condition and results of operations;

•	Our failure to raise additional capital or generate the significant capital necessary to expand our operations and invest in new offerings could reduce our ability to compete and could adversely affect our business;

•	Changes in laws and regulations related to the internet, changes in the internet infrastructure itself, or increases in the cost of internet connectivity and network access may diminish the demand for our offerings and could harm our business; and

•	Political, economic, and military conditions in Israel could materially and adversely affect our business.

iii

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

KALTURA INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(U.S. dollars in thousands)

	September 30, 2021		December 31, 2020 (as restated)
	(Unaudited)

ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	179,740	$	27,711
Trade receivables		24,190		17,134
Prepaid expenses and other current assets		7,826		2,769
Deferred contract acquisition and fulfillment costs, current		8,702		5,848

Total current assets		220,458		53,462

NON-CURRENT ASSETS
Property and equipment, net		8,243		4,147
Other assets, noncurrent		2,371		3,564
Deferred contract acquisition and fulfillment costs, noncurrent		23,202		15,876
Intangible assets, net		2,127		2,835
Goodwill		11,070		11,070

Total non-current assets		47,013		37,492

TOTAL ASSETS	$	267,471	$	90,954

LIABILITIES, CONVERTIBLE AND REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Current portion of long-term loans	$	2,295	$	1,000
Current portion of long-term lease liabilities		525		1,738
Trade payables		4,418		5,045
Employees and payroll accruals		20,540		16,275
Accrued expenses and other current liabilities		17,212		11,251
Deferred revenue		63,014		47,685

Total current liabilities		108,004		82,994

NON-CURRENT LIABILITIES
Deferred revenue, noncurrent		1,750		1,858
Long-term loans, net of current portion		58,992		47,160
Other liabilities, noncurrent		2,386		2,706
Warrants to purchase preferred and common stock		-		56,780

Total non-current liabilities		63,128		108,504

TOTAL LIABILITIES	$	171,132	$	191,498

The accompanying notes are an integral part of these condensed consolidated financial statements.

F - 2

KALTURA INC. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(U.S. dollars in thousands, except for share data)

	September 30, 2021			December 31, 2020 (as restated)
	(Unaudited)

COMMITMENTS AND CONTINGENCIES (NOTE 6)

Convertible preferred stock, $0.0001 par value per share, 0 and 1,043,778 shares authorized, issued and outstanding as of September 30, 2021, and December 31, 2020, respectively; aggregate liquidation preference of 0 and $1,921 as of September 30, 2021, and December 31, 2020, respectively;		-			1,921
Redeemable convertible preferred stock, $0.0001 par value per share, 0 and 15,968,831 shares authorized as of September 30, 2021, and December 31, 2020, respectively; 0 and 15,779,322 issued and outstanding as of September 30, 2021, and December 31, 2020, respectively; aggregate liquidation preference of 0 and $185,425 as of September 30, 2021, and December 31, 2020, respectively;		-			158,191

Total mezzanine equity		-			160,112

STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock, $0.0001 par value per share, 20,000,000 and 0 shares authorized as of September 30, 2021 and December 31, 2020, respectively; 0 issued and outstanding as of September 30, 2021 and December 31, 2020		-			-
Common stock, $0.0001 par value per share, 1,000,000,000 and 157,500,000 shares authorized as of September 30, 2021, and December 31, 2020, respectively; 134,261,190 and 33,153,112 shares issued as of September 30, 2021 and December 31, 2020, respectively; 126,576,000 and 25,467,922 shares outstanding as of September 30, 2021 and December 31, 2020, respectively;		13			2
Treasury stock – 7,685,190 shares of common stock, $0.0001 par value per share, as of September 30, 2021 and December 31, 2020		(4,881	)		(4,881	)
Additional paid-in capital		407,915			8,388
Receivables on account of stock		-			(882	)
Accumulated deficit		(306,708	)		(263,283	)

Total stockholders’ equity (deficit)		96,339			(260,656	)

TOTAL LIABILITIES, CONVERTIBLE AND REDEEMABLE CONVERTIBLE PREFERRED STOCKS AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	267,471		$	90,954

The accompanying notes are an integral part of these condensed consolidated financial statements.

F - 3

KALTURA INC. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(U.S. dollars in thousands, except for share data)

	Three months ended September 30				Nine months ended September 30
	2021		2020		2021		2020
	(Unaudited)

Revenue:

Subscription	$	37,675	$	26,888	$	106,483	$	75,061
Professional services		5,309		3,720		15,817		10,202

Total revenue		42,984		30,608		122,300		85,263

Cost of revenue:

Subscription		9,629		7,700		29,524		19,736
Professional services		5,538		4,814		16,847		13,982

Total cost of revenue		15,167		12,514		46,371		33,718

Gross profit		27,817		18,094		75,929		51,545

Operating expenses:

Research and development		12,363		7,275		35,050		20,543
Sales and marketing		11,257		6,651		31,942		21,451
General and administrative		10,070		8,579		27,457		16,762
Other operating expenses		-		-		1,724		-

Total operating expenses		33,690		22,505		96,173		58,756

Operating loss		5,873		4,411		20,244		7,211

Financial expenses, net		17,780		1,525		18,432		12,809

Loss before provision for income taxes		23,653		5,936		38,676		20,020
Provision for income taxes		1,497		498		4,749		2,404

Net loss		25,150		6,434		43,425		22,424

Preferred stock accretion		-		3,107		6,672		8,716
Redemption of redeemable convertible preferred stock, upon initial public offering		1,569		-		1,569		-

Net loss attributable to common stockholders	$	26,719	$	9,541	$	51,666	$	31,140

Net loss per share attributable to common stockholders, basic and diluted	$	0.26	$	0.38	$	1.00	$	1.26

Weighted average number of shares used in computing basic and diluted net loss per share attributable to common stockholders		102,938,814		25,217,473		51,647,683		24,790,067

The accompanying notes are an integral part of these condensed consolidated financial statements.

F - 4

KALTURA INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGE IN CONVERTIBLE AND REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited)

(U.S. dollars in thousands, except share and per share data)

	Convertible Preferred stock						Redeemable Convertible Preferred stock						Common stock					Treasury stock					Additional paid-in			Accumulated			Total stockholders'
	Number			Amount			Number			Amount			Number		Amount			Number		Amount			capital			deficit			equity (deficit)

Balance at July 1, 2021		1,043,778		$	1,921			15,806,333		$	159,340			25,794,262	$	2			7,685,190	$	(4,881	)	$	17,838		$	(281,558	)	$	(268,599	)

Accretion of redeemable convertible preferred stock		-			-			-			1,569			-		-			-		-			(1,569	)		-			(1,569	)
Redemption of redeemable convertible preferred stock upon initial public offering		-			-			-			(1,569	)		-		-			-		-			-			-			-
Conversion of convertible and redeemable convertible preferred stock to common stock upon initial public offering		(1,043,778	)		(1,921	)		(15,806,333	)		(159,340	)		76,262,942		8			-		-			161,253			-			161,261
Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and other issuance costs		-			-			-			-			17,250,000		2			-		-			155,596			-			155,598
Conversion of warrants to common stock upon initial public offering		-			-			-			-			7,067,699		1			-		-			70,676			-			70,677
Stock-based compensation expenses		-			-			-			-			-		-			-		-			3,736			-			3,736
Issuance of common shares upon exercise of stock options		-			-			-			-			201,097		*	)		-		-			385			-			385
Net loss		-			-			-			-			-		-			-		-			-			(25,150	)		(25,150	)

Balance at September 30, 2021 (unaudited)		-		$	-			-		$	-			126,576,000	$	13			7,685,190	$	(4,881	)	$	407,915		$	(306,708	)	$	96,339

F - 5

KALTURA INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGE IN CONVERTIBLE AND REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited)

(U.S. dollars in thousands, except share and per share data)

	Convertible Preferred stock				Redeemable Convertible Preferred stock				Common stock					Treasury stock					Receivables on account			Additional paid-in		Accumulated			Total stockholders'
	Number		Amount		Number		Amount		Number		Amount			Number		Amount			of stock			capital		deficit			deficit

Balance at July 1, 2020		1,043,778	$	1,921		15,779,322	$	158,191		25,194,253	$	2			7,685,190	$	(4,881	)	$	(882	)	$	1,759	$	(220,510	)	$	(224,512	)

Stock-based compensation expenses		-		-		-		-		-		-			-		-			-			1,033		-			1,033
Issuance of common shares upon exercise of stock options		-		-		-		-		42,043		*	)		-		-			-			37		-			37
Net loss		-		-		-		-		-		-			-		-			-			-		(6,434	)		(6,434	)

Balance at September 30, 2020 (unaudited)		1,043,778	$	1,921		15,779,322	$	158,191		25,236,296	$	2			7,685,190	$	(4,881	)	$	(882	)	$	2,829	$	(226,944	)	$	(229,876	)

*) Represents an amount lower than $ 1

F - 6

KALTURA INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGE IN CONVERTIBLE AND REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited)

(U.S. dollars in thousands, except share and per share data)

	Convertible Preferred stock						Redeemable Convertible Preferred stock						Common stock					Treasury stock					Receivables on account of stock			Additional paid-in capital			Accumulated deficit			Total stockholders' equity (deficit)
	Number			Amount			Number			Amount			Number		Amount			Number		Amount			Receivables on account of stock			Additional paid-in capital			Accumulated deficit			Total stockholders' equity (deficit)

Balance at January 1, 2021		1,043,778		$	1,921			15,779,322		$	158,191			25,467,922	$	2			7,685,190	$	(4,881	)	$	(882	)	$	8,388		$	(263,283	)	$	(260,656	)

Issuance of preferred stock upon exercise of warrants		-			-			27,011			1,149			-		-			-		-			-			-			-			-
Loan forgiveness		-			-			-			-			-		-			-		-			882			-			-			882
Accretion of redeemable convertible preferred stock		-			-			-			1,569			-		-			-		-			-			(1,569	)		-			(1,569	)
Redemption of redeemable convertible preferred stock upon initial public offering		-			-			-			(1,569	)		-		-			-		-			-			-			-			-
Conversion of convertible and redeemable convertible preferred stock to common stock upon initial public offering		(1,043,778	)		(1,921	)		(15,806,333	)		(159,340	)		76,262,942		8			-		-			-			161,253			-			161,261
Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and other issuance costs		-			-			-			-			17,250,000		2			-		-			-			155,596			-			155,598
Conversion of warrants to common stock upon initial public offering		-			-			-			-			7,067,699		1			-		-			-			70,676			-			70,677
Stock-based compensation expenses		-			-			-			-			-		-			-		-			-			12,910			-			12,910
Issuance of common shares upon exercise of stock options		-			-			-			-			527,437		*	)		-		-			-			661			-			661
Net loss		-			-			-			-			-		-			-		-			-						(43,425	)		(43,425	)

Balance at September 30, 2021 (unaudited)		-		$	-			-		$	-			126,576,000	$	13			7,685,190	$	(4,881	)	$	-		$	407,915		$	(306,708	)		96,339

*) Represents an amount lower than $1

The accompanying notes are an integral part of these condensed consolidated financial statements.

F - 7

KALTURA INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGE IN CONVERTIBLE AND REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited)

(U.S. dollars in thousands, except share and per share data)

	Convertible Preferred stock				Redeemable Convertible Preferred stock				Common stock					Treasury stock					Receivables on account			Additional paid-in		Accumulated			Total stockholders'
	Number		Amount		Number		Amount		Number		Amount			Number		Amount			of stock			capital		deficit			deficit

Balance at January 1, 2020		1,043,778	$	1,921		15,779,322	$	155,550		22,959,969	$	2			7,685,190	$	(4,881	)	$	(882	)	$	-	$	(204,520	)	$	(210,281	)

Stock-based compensation expenses		-		-		-		-		-		-			-		-			-			2,829		-			2,829
Issuance of common shares upon exercise of stock options		-		-		-		-		1,049,812		*	)		-		-			-			63		-			63
Issuance of common shares upon business combination		-		-		-		-		1,226,515		*	)		-		-			-			2,578		-			2,578
Accretion of redeemable convertible preferred stock		-