Company Quick10K Filing
MobileSmith
Price1.04 EPS-0
Shares28 P/E-4
MCap29 P/FCF-5
Net Debt42 EBIT-4
TEV71 TEV/EBIT-16
TTM 2019-09-30, in MM, except price, ratios
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MOST 10Q Quarterly Report

Item 2.    Management’S Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
Part II – Other Information
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits
EX-31 most_ex311.htm
EX-31 most_ex312.htm
EX-32 most_ex321.htm
EX-32 most_ex322.htm

MobileSmith Earnings 2020-06-30

Balance SheetIncome StatementCash Flow
2.3-8.2-18.6-29.1-39.5-50.02012201420172020
Assets, Equity
1.9-3.5-8.9-14.2-19.6-25.02012201420172020
Rev, G Profit, Net Income
2.71.70.6-0.4-1.5-2.52012201420172020
Ops, Inv, Fin

10-Q 1 most_10q.htm PRIMARY DOCUMENT most_10q
 
     

 
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 June 30, 2020
 
OR
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Commission File Number: 001-32634
____________________________
 
MOBILESMITH, INC.
(Exact name of registrant as specified in its charter)
____________________________
 
Delaware
95-4439334
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
 
5400 Trinity Road, Suite 208
Raleigh, North Carolina
27607
(Address of principal executive offices)
(Zip Code)
 
(855) 516-2413
(Registrant’s telephone number, including area code)
____________________________
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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐
  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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. (Check one):
 
Large accelerated filer
Accelerated filer
Non-accelerated filer
☐  (Do not check if a smaller reporting company)
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 ☑
 
Securities registered pursuant to Section 12(b) of the Act: None
 
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
None
None
None
 
 
As of August 12, 2020, there were 28,389,493 shares of the registrant’s common stock, par value $0.001 per share, outstanding.
 
 

 
 
 
 
MOBILESMITH, INC.
 
FORM 10-Q
For the Quarterly Period Ended June 30, 2020
 
TABLE OF CONTENTS
 
 
 
Page No.
PART I – FINANCIAL INFORMATION
 
 
 
Item 1.
Financial Statements
 
 
 
 
 
Condensed Consolidated Balance Sheets as of June 30, 2020 (unaudited) and December 31, 2019
3
 
 
 
 
Condensed Consolidated Statements of Operations (unaudited) for the three and six months ended June 30, 2020 and 2019
4
 
 
 
 
Condensed Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2020 and 2019
5
 
 
 
 
Condensed Consolidated Statements of Stockholders' Deficit (unaudited) for the three and six months ended June 30, 2020 and 2019
6
 
 
 
 
Notes to Condensed Consolidated Financial Statements (unaudited) 
7
 
 
 
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
10
 
 
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
13
 
 
 
Item 4.
Controls and Procedures
13
 
PART II – OTHER INFORMATION
 
 
 
Item 2.
Unregistered Sales of Equity Security and Use of Proceeds
14
 
 
 
Item 6.
Exhibits
14
 
 
 
 
Signatures
15
 
 
 
 
 
 
2
 
 
 PART I – FINANCIAL INFORMATION
MOBILESMITH, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
 
 June 30, 
 December 31, 
 
 2020 
 2019 
ASSETS
 (unaudited) 
   
Current Assets
   
   
Cash and Cash Equivalents
 $582,568 
 $71,482 
Restricted Cash and Cash Equivalents
  187,916 
  243,485 
Accounts Receivable, Net of Allowance for Doubtful Accounts of $5,250 at June 30, 2020 and December 31, 2019
  308,284 
  109,187 
Prepaid Expenses and Other Current Assets
  45,235 
  75,489 
Total Current Assets
  1,124,003 
  499,643 
 
    
    
Property and Equipment, Net
  22,332 
  29,368 
Capitalized Software, Net
  - 
  5,470 
Operating Lease Right-of-Use Asset
  594,250 
  674,338 
Total Assets
 $1,740,585 
 $1,208,819 
 
    
    
LIABILITIES AND STOCKHOLDERS’ DEFICIT
    
    
Current Liabilities
    
    
Accounts Payable
 $124,975 
 $242,249 
Interest Payable
  281,861 
  1,834,694 
Other Liabilities And Accrued Expenses
  250,353 
  263,889 
Operating Lease Liability Current
  155,607 
  149,525 
Contract  With Customer Liability Current
  842,539 
  1,051,271 
Bank Loan
  - 
  5,000,000 
PPP Loan Current
  241,148 
  - 
Subordinated Promissory Notes, Related Parties
  - 
  3,518,250 
Convertible Notes Payable, Related Parties, Net of Discount
  - 
  39,230,432 
Convertible Notes Payable, Net of Discount
  - 
  610,740 
Total Current Liabilities
  1,896,483 
  51,901,050 
 
    
    
 
    
    
Operating Lease Liability Noncurrent
  514,640 
  593,994 
Contract  with Customer Liability Noncurrent
  47,080 
  28,100 
Bank Loan
  5,000,000 
  - 
PPP Loan
  300,952 
  - 
Subordinated Promissory Notes, Related Parties
  705,000 
  - 
Convertible Notes Payable, Related Parties, Net of Discounts and Premiums
  45,327,911 
  - 
Convertible Notes Payable, Net of Discount
  934,826 
  - 
Total Liabilities
  54,726,892 
  52,523,144 
 
    
    
Commitments and Contingencies (Note 3)
    
    
Stockholders' Deficit
    
    
Preferred Stock, $0.001 Par Value, 5,000,000 Shares Authorized, No Shares Issued and Outstanding at June 30, 2020 and December 31, 2019
  - 
  - 
Common Stock, $0.001 Par Value, 100,000,000 Shares Authorized At June 30, 2020 and December 31, 2019; 28,389,493 Shares Issued and Outstanding at June 30, 2020 and 28,271,598 Shares Issued and Outstanding at December 31, 2019
  28,390 
  28,272 
Additional Paid-in Capital
  128,126,475 
  118,431,878 
Accumulated Deficit
  (181,141,172)
  (169,774,475)
Total Stockholders' Deficit
  (52,986,307)
  (51,314,325)
Total Liabilities and Stockholders' Deficit
 $1,740,585 
 $1,208,819 
 
 The accompanying notes are an integral part of these condensed consolidated financial statements.
 
 3
 
 
MOBILESMITH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
 
 3 Months Ended 
 3 Months Ended 
 6 Months Ended 
 6 Months Ended 
 
 June 30, 
 June 30, 
 June 30, 
 June 30, 
 
 2020 
 2019 
 2020 
 2019 
REVENUES:
   
   
   
   
Subscription and Support
 491,367 
 675,202 
 1,010,766 
 1,291,319 
Services and Other
  116,405 
  118,122 
  221,578 
  242,724 
Total Revenue
  607,772 
  793,324 
  1,232,344 
  1,534,043 
 
    
    
    
    
COST OF REVENUES:
    
    
    
    
Subscription and Support
  181,221 
  236,048 
  346,622 
  429,129 
Services and Other
  - 
  66,955 
  93,162 
  105,795 
Total Cost of Revenue
  181,221 
  303,003 
  439,784 
  534,924 
 
    
    
    
    
GROSS PROFIT
  426,551 
  490,321 
  792,560 
  999,119 
 
    
    
    
    
OPERATING EXPENSES:
    
    
    
    
Selling and Marketing
  301,052 
  447,123 
  668,366 
  806,904 
Research and Development
  750,438 
  808,397 
  1,378,233 
  1,308,269 
General and Administrative
  824,517 
  989,977 
  1,649,318 
  1,703,638 
Total Operating Expenses
  1,876,007 
  2,245,497 
  3,695,917 
  3,818,811 
LOSS FROM OPERATIONS
  (1,449,456)
  (1,755,176)
  (2,903,357)
  (2,819,692)
 
    
    
    
    
OTHER INCOME (EXPENSE):
    
    
    
    
Other Income
  5,682 
  5 
  11,686 
  812 
Interest Expense, Net
  (1,759,173)
  (1,167,806)
  (3,610,276)
  (2,280,590)
Loss on Debt Extinguishment
  (4,864,750)
  - 
  (4,864,750)
  - 
Total Other Expense
  (6,618,241)
  (1,167,801)
  (8,463,340)
  (2,279,778)
 
  - 
  - 
    
    
NET LOSS
 (8,067,697)
 (2,922,977)
 (11,366,697)
 (5,099,470)
 
    
    
    
    
 NET LOSS PER COMMON SHARE: 
    
    
    
Basic and Fully Diluted from Continuing Operations
 (0.28)
 (0.10)
 (0.40)
 (0.18)
 WEIGHTED-AVERAGE NUMBER OF SHARES USED IN 
    
 COMPUTING NET LOSS PER COMMON SHARE: 
    
    
Basic And Fully Diluted
  28,389,493 
  28,271,598 
  28,389,493 
  28,271,598 
 
The accompanying notes are an integral part of these condensed consolidated financial statements. 
 
 
4
 
 
MOBILESMITH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
 
 6 Months Ended 
 6 Months Ended 
 
 June 30, 
 June 30, 
 
 2020 
 2019 
CASH FLOWS FROM OPERATING ACTIVITIES:
   
   
Net Loss
 (11,366,697)
 (5,099,470)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
    
    
Depreciation and Amortization
  12,506 
  57,841 
Bad Debt Expense
  - 
  4,000 
Amortization of Debt Discount
  1,585,823 
  508,745 
Share Based Compensation
  1,502,457 
  1,604,456 
Loss on Debt Extinguishment
  4,864,750 
  - 
Changes in Assets and Liabilities:
    
    
Accounts Receivable
  (199,097)
  27,742 
Prepaid Expenses and Other Assets
  30,254 
  30,920 
Accounts Payable
  (117,274)
  1,682 
Contract Liability
  (189,752)
  (252,735)
Operating Lease Right-of-use Asset
  80,088 
  94,780.00 
Operating Lease Liability
  (73,272)
  (67,657.00)
Accrued and Other Expenses
  (1,559,991)
  96,164 
Net Cash Used in Operating Activities
  (5,430,205)
  (2,993,532)
 
    
    
CASH FLOWS FROM FINANCING ACTIVITIES:
    
    
Proceeds From Issuance of Subordinated Promissory Notes, Related Party
  1,250,000 
  1,486,250 
Proceeds From Issuance of Convertible Notes Payable, Related Party
  1,200,000 
  1,450,000 
Proceeds From Issuance of Convertible Notes Payable
  2,900,000 
  - 
Proceeds from PPP Loan
  542,100 
  - 
Repayments of Financing Lease Obligations
  (6,378)
  (15,886)
Net Cash Provided by Financing Activities
  5,885,722 
  2,920,364 
 
    
    
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
  455,517 
  (73,168)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD
  314,967 
  506,901 
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD
 770,484 
 433,733 
 
    
    
Composition of Cash, Cash Equivalents and Restricted Cash Balance:
    
    
Cash and Cash Equivalents
 582,568 
 190,643 
Restricted Cash
  187,916 
  243,090 
Total Cash, Cash Equivalents and Restricted Cash
 770,484 
 433,733 
 
    
    
Supplemental Disclosures of Cash Flow Information:
    
    
Operating Lease Payments
 111,550 
 82,908 
Cash Paid During the Period for Interest
 3,825,607 
 1,653,249 
 
    
    
Non-Cash Investing and Financing Activities:
    
    
Operating Lease Right-Of-Use Asset Obtained In Exchange For Lease Obligations
 - 
 883,634 
Recorded Debt Discount Associated with Beneficial Conversion Feature
 8,035,278 
 375,175 
The Company Converted $156,980 of its Convertible Notes into Common Shares
 156,980 
 - 
 
The accompanying notes are an integral part of these condensed consolidated financial statements.
 
 
5
 
 
MOBILESMITH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
(unaudited)
 
 Common Stock, Shares 
 Common Stock, $0.001 Par Value 
 Additional Paid-In Capital 
 Accumulated Deficit 
 Totals 
BALANCES, JANUARY 1, 2019
  28,271,598 
 $28,272 
 $114,082,897 
 $(158,771,112)
 $(44,659,943)
Equity-Based Compensation
    
    
  504,461 
  - 
  504,461 
Beneficial Conversion Feature Recorded as a Result Of Issuance Of Convertible Debt
    
    
  375,175 
  - 
  375,175 
Cumulative Adjustment Related To Adoption Of ASC842 Guidance On Accounting For Leases
    
    
  - 
  2,173 
  2,173 
Net Loss
    
    
  - 
  (2,176,493)
  (2,176,493)
BALANCES, MARCH 31, 2019
  28,271,598 
  28,272 
  114,962,533 
  (160,945,432)
  (45,954,627)
Equity-Based Compensation
    
    
  1,099,995 
  - 
  1,099,995 
Net Loss
    
    
  - 
  (2,922,977)
  (2,922,977)
BALANCES, JUNE 30, 2019
  28,271,598 
 $28,272 
 $116,062,528 
 $(163,868,409)
 $(47,777,609)
 
    
    
    
    
    
 
    
    
    
    
    
BALANCES, JANUARY 1, 2020
  28,271,598 
 $28,272 
 $118,431,878 
 $(169,774,475)
 $(51,314,325)
Equity-Based Compensation
    
    
  721,681 
  - 
  721,681 
Beneficial Conversion Feature Recorded as a Result Of Issuance Of Convertible Debt
    
    
  2,000,000 
  - 
  2,000,000 
Conversion of Notes Payable to Common Stock
  48,951 
  49 
  65,191 
  - 
  65,240 
Net Loss
    
    
  - 
  (3,299,000)
  (3,299,000)
BALANCES, MARCH 31, 2020
  28,320,549 
  28,321 
  121,218,750 
  (173,073,475)
  (51,826,404)
Equity-Based Compensation
    
    
  780,776 
    
  780,776 
Beneficial Conversion Feature Recorded as a Result Of Issuance Of Convertible Debt
    
    
  6,035,278 
    
  6,035,278 
Conversion of Notes Payable to Common Stock
  68,944 
  69 
  91,671 
    
  91,740 
Net Loss
    
    
    
  (8,067,697)
  (8,067,697)
BALANCES, JUNE 30, 2020
  28,389,493 
 $28,390 
 $128,126,475 
 $(181,141,172)
 $(52,986,307)
 
The accompanying notes are an integral part of these condensed consolidated financial statements.
 
 
6
 
 
MOBILESMITH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the Six Months' Period Ended June 30, 2020
(unaudited)
 
1.   DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
 
MobileSmith, Inc. (referred to herein as the “Company,” “us,” “we,” or “our”) was incorporated as Smart Online, Inc. in the State of Delaware in 1993. The Company changed its name to MobileSmith, Inc. effective July 1, 2013.  The same year the Company focused exclusively on development of do-it-yourself customer facing platform that enabled organizations to rapidly create, deploy, and manage custom, native smartphone and tablet apps deliverable across iOS and Android mobile platforms without writing a single line of code.  During 2017 the Company concluded that it had its highest rate of success with clients within the Healthcare industry and concentrated its development and selling and marketing efforts in that industry.  During 2018 we further refined our Healthcare offering and redefined our product - a suite of e-health mobile solutions, that consist of a catalog of ready to deploy mobile app solutions (App Blueprints) and support services.  In 2019, we consolidated our current solutions under a single initial offering branded Peri™. Peri™ is a cloud-based surgical and clinical procedure application architected to accomplish the following:
 
- Run on a platform integrated with future MobileSmith applications;
- Incorporate MobileSmith developed and/or licensed healthcare service applications;
- Securely link those services to Electronic Medical Records ("EMR") platforms; and
- Produce a mobile app based set of pre and postoperative instructions (which we refer to as Clinical Pathways), that establish a direct two-way clinical procedure management process between a patient and a healthcare provider thereby improving patient engagement during the process which both benefits the patient by improving patient experience and benefits the provider by improving clinical outcome measured in procedure cancellations and  post procedure readmissions.
 
During second quarter of 2020 and in a response to COVID-19 pandemic, we rapidly designed and brought to market a suite of special applications.  These applications include the following:
- COVID response mobile applications used by hospital staff and hospital target communities for coordination and rapid distribution of information; and
- COVIDClear mobile applications are self-attestation and symptom reporting mobile tools that are used by employers to facilitate return of their workforce back to work.  
 
The Company prepared the accompanying unaudited condensed financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Pursuant to these rules and regulations, the Company has condensed or omitted certain information and footnote disclosures it normally includes in its audited annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).  In management’s opinion, the Company has made all adjustments (consisting only of normal, recurring adjustments, except as otherwise indicated) necessary to fairly present its financial position, results of operations, cash flows, and stockholders’ deficit as of June 30, 2020.  The Company’s interim period operating results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year.  These condensed financial statements and accompanying notes should be read in conjunction with the audited annual financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 on file with the SEC (the “Annual Report”).
 
Except as otherwise noted, there have been no material changes to the Company’s significant accounting policies as compared to the significant accounting policies described in the Annual Report.  The accompanying condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  During the six months ended June 30, 2020 and 2019, the Company incurred net losses as well as negative cash flows from operations and has negative working capital of  $772,480 as of June 30, 2020.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.  The accompanying condensed financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts or classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
 
The Company’s continuation as a going concern depends upon its ability to generate sufficient cash flows to meet its obligations on a timely basis, to obtain additional financing as may be required, and ultimately to attain profitable operations and positive cash flows. Since November 2007, the Company has been funding its operations, in part,from the proceeds from the issuance of notes under a convertible secured subordinated note purchase agreement facility which was established in 2007 (the "2007 NPA"), and an unsecured convertible subordinated note purchase agreement facility established in 2014 (the "2014 NPA"), and subordinated promissory notes to related parties. 
 
As of June 30, 2020, the Company had notes with $49,074,660 of combined face value outstanding principal which were issued under the 2007 NPA and 2014 NPA (collectively, the "Notes").  The Company is entitled to request additional notes in an amount not exceeding $9,681,750, subject to the terms and conditions specified in these facilities.  The Notes under the 2007 NPA and 2014 NPA and subordinated promissory notes to related parties mature in November of 2022.  Additionally, the Company has a Loan and Security Agreement with Comerica Bank ( the "Comerica LSA") which matures in June of 2022. There can be no assurance that the Company will in fact be able to raise additional capital through these facilities or even from other sources on commercially accepted terms, if at all.  Additionally, the disruption to capital markets caused by the pandemic may adversely affect the Company’s ability to obtain funding to continue operations in the future.  As such, there is substantial doubt about the Company's ability to continue as a going concern.
 
 
Recently Issued Accounting Pronouncements and Their Impact on Significant Accounting Policies
 
The Company's significant accounting policies are detailed in "Note 2: Significant Accounting Policies" of the Company's Annual Report on Form 10-K for the year ended December 31,2019. 
 
 
 
7
 
 
2.   DEBT

The table below summarizes the Company's debt outstanding at June 30, 2020 and December 31, 2019:
 
Debt Description
 June 30, 
 December 31, 
 
   
 
 2020 
 2019 
Maturity
 Rate 
 
   
   
 
   
Comerica Bank Loan and Security Agreement 
 $5,000,000 
 $5,000,000 
June 2022
  4.08%
PPP Loan
  542,100 
  - 
April 2022
  1.00%
Convertible notes - related parties, net of discounts and premiums of $359,570 and $1,193,801, respectively
  45,327,911 
  39,230,432 
November 2022
  8.00%
Convertible notes, net of discount of $2,452,353 and $45,029, respectively
  934,826 
  610,740 
November 2022
  8.00%
Subordinated Promissory Note, Related Party 
  705,000 
  3,518,250 
November 2022
  8.00%
Total debt
  52,509,837 
  48,359,422 
 
    
 
    
    
 
    
Less: current portion of long term debt
  241,148 
  - 
 
    
Debt - long term
 $52,268,689 
 $48,359,422 
 
    
 
Convertible Notes
 
On April 30, 2020, the Company and the holders of the majority of the aggregate outstanding principal amount of the Notes issued under the 2014 NPA (the "2014 NPA Notes") and holders of the majority of the aggregate outstanding principal amount of the Secured Promissory Notes (the “2007 NPA Notes”) issued under the Convertible Secured Subordinated Note Purchase Agreement dated November 14, 2007 (the "2007 NPA”) agreed to extend the maturity dates of the 2014 NPA Notes and the 2007 NPA Notes to November 14, 2022.  In addition, the 2014 NPA was amended to allow the Company to issue 2014 NPA Notes as consideration of cancellation of other indebtedness. Except as for above mentioned modifications, all of the terms relating to the outstanding 2007 NPA Notes and the 2014 Notes continue in full force and effect. The Company is entitled to utilize the amounts available for future borrowing under each of the 2007 Note Purchase Agreement and the 2014 Note Purchase Agreement through November 14, 2022.
 
As a result of the extension of the Maturity Date, any unamortized discount will be amortized into interest expense through the new maturity date of November 14, 2022.
 
On May 6, 2020,  the Company and related party holders of $4,063,250 in subordinated promissory notes exchanged for the 2014 NPA Notes issued under 2014 NPA (the "Debt Exchange Transaction").  Avy Lugassy, one of Company's principal shareholders is a beneficial owner of the entities holding newly issued 2014 NPA Notes.  The newly issued 2014 NPA Notes mature on November 14, 2022 and have the terms identical to other 2014 NPA Notes.  The Debt Exchange Transaction was accounted for as debt extinguishment and the newly issued 2014 NPA Notes were recorded at fair value in accordance with ASC 470 "Debt".   The total fair value of the 2014 NPA Notes issued as a result of the Debt Exchange Transaction was determined to be $8,928,000.  The debt exchange transaction resulted in loss recorded on the statement of operations of $4,864,750 and a premium on the newly issued convertible debt of $4,864,750.  The embedded beneficial conversion feature present in the newly issued debt in the amount of $4,043,250 resulted in a debt discount and a charge to paid-in capital.

Amortization of debt discount and debt premium will be recorded in interest expense through maturity date of the notes.
 
Convertible Notes issued in exchange for cash consideration:

During the six months ended June 30, 2020, the Company issued through a private placement $4,100,000 in principal amount of additional unsecured 2014 NPA Notes under the “2014 NPA, of which $1,000,000 2014 NPA Note was issued to  Union Bancaire Privée (“UBP”), $200,000 2014 NPA Note was issued to an entity of which Avy Lugassy is a beneficial owner and  $2,900,000 in 2014 NPA Notes was issued to an unrelated institutional investor.  The 2014 NPA Notes are convertible by the holder into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a per share conversion price of $1.43.
 
The market value of the Company’s common stock on the date of each issuance of the 2014 NPA Notes was higher than the conversion price, which resulted in a beneficial conversion feature totaling $3,972,028 and corresponding debt discount, which is being amortized into interest expense through the maturity of the Notes. 
 
The table below summarizes our convertible notes issued as of June 30, 2020 by type:
 
Convertible Notes Type:
 Balance 
 Balance 
 
   
   
 2007 NPA notes, net of discount
 $20,260,070 
 $20,405,588 
 2014 NPA notes, net of discounts and premiums
  26,002,667 
  19,435,584 
Total convertible notes, net of discount
 $46,262,737 
 $39,841,172 
 
  
Subordinated Promissory Notes, Related Party
 
During the six months ended June 30, 2020, the Company issued several additional subordinated promissory notes to a related party totaling $1,250,000 in principal.  These notes have an interest rate of 8% payable twice a year.  On May 6, 2020 $4,063,250 of subordinated promissory notes to related party were exchanged for 2014 NPA Notes as detailed above.  As of June 30, 2020 remaining balance of these notes was $705,000.
 
Comerica LSA
 
The Company has an outstanding Loan and Security Agreement with Comerica Bank dated June 9, 2014 (the "LSA") in the amount of $5,000,000, with an extended maturity date of June 9, 2020.  On June 9, 2020 the Company and Comerica Bank entered into Third Amendment to the LSA, which extended the maturity of the LSA to June 9, 2022.  The LSA is secured by an extended irrevocable letter of credit issued by UBS  AG (Geneva, Switzerland) ("UBS AG") with a renewed term expiring on May 31, 2021, which term is renewable for one year periods, unless notice of non-renewal is given by UBS AG at least 45 days prior to the then current expiration date. 
 
Paycheck Protection Program Loan
 
On April 29, 2020 the Company borrowed $542,100 through issuance of a promissory note  in accordance with the Paycheck Protection Program ("PPP") established by Section 1102 of the CARES Act and implemented and administered by the Small Business Administration (the "PPP loan").  The PPP loan matures on April 29, 2022.  The PPP loan carries interest at 1% per year and is payable in 18 monthly installments of $30,513 with first installment due on November 29, 2020.  The PPP loan may be prepaid at any time prior to maturity with no prepayment penalties.  The PPP loan contains events of default and other provisions customary for a loan of this type.  Pursuant to the PPP rules, all or portion of this loan may be forgiven.  The actual amount of the loan forgiveness will depend, in part, on the total amount of payroll costs, certain allowed rent and utility costs.  Not more than 25% of the loan forgiveness amount may be attributable to non-payroll costs.  The Company used the proceeds from the PPP loan for qualifying expenses and will apply for forgiveness of the PPP loan in accordance with the terms of the CARES Act.  However, the Company cannot completely assure at this time that such forgiveness of the PPP loan will occur. 
 
3.   COMMITMENTS AND CONTINGENCIES
 
Legal Proceedings
 
From time to time, the Company may be subject to routine litigation, claims or disputes in the ordinary course of business.  The Company defends itself vigorously in all such matters.  In the opinion of management, no pending or known threatened claims, actions or proceedings against the Company are expected to have a material adverse effect on its financial position, results of operations or cash flows.  However, the Company cannot predict with certainty the outcome or effect of any such litigation or investigatory matters or any other pending litigations or claims.  There can be no assurance as to the ultimate outcome of any such lawsuits and investigations.  The Company will record a liability when it believes that it is both probable that a loss has been incurred and the amount can be reasonably estimated.  The Company periodically evaluates developments in its legal matters that could affect the amount of liability that it has previously accrued, if any, and makes adjustments as appropriate. Significant judgment is required to determine both the likelihood of there being, and the estimated amount of, a loss related to such matters, and the Company’s judgment may be incorrect. The outcome of any proceeding is not determinable in advance. Until the final resolution of any such matters that the Company may be required to accrue for, there may be an exposure to loss in excess of the amount accrued, and such amounts could be material.   
 
 
4.   EQUITY AND EQUITY BASED COMPENSATION
 
The following is a summary of the stock option activity for the six months ended June 30, 2020:
 
 
 Number of Shares 
 Weighted Average Exercise Price 
 Weighted Average Remaining Contractual Term (years) 
 Aggregate Intrinsic Value 
 
   
   
   
   
Outstanding, December 31, 2019
 $12,345,796 
 $1.73 
  8.3 
 $13,823,410 
Cancelled
  (2,770,065)
  1.76 
    
    
Issued
  840,000 
  2.73 
    
    
Outstanding, June 30, 2020
  10,415,731 
  1.80 
  7.9 
 $4,352,418 
Vested and exercisable, June 30, 2020
 $4,346,208 
 $1.70 
  6.6 
 $2,253,917 
 
Aggregate intrinsic value represents the difference between the closing price of the Company’s common stock at June 30, 2020 and the exercise price of outstanding, in-the-money stock options. The closing price of the common stock at June 30, 2020, as reported on the OTCQB Venture Marketplace, was $2.22 per share.
 
At June 30, 2020, an amount of  $9,755,579 unvested expense has yet to be recorded related to outstanding stock options.
 
8
 
  
5.    DISAGGREGATED PRESENTATION OF REVENUE AND OTHER RELEVANT INFORMATION
 
The tables below depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors, such as type of customer and type of contract.
 
Customer size impact on billings and revenue:
 
 
 6 Months Ended June 30, 2020 
 6 Months Ended June 30, 2020 
 6 Months Ended June 30, 2019 
 6 Months Ended June 30, 2019 
 
 Billings 
 GAAP Revenue 
 Billings 
 GAAP Revenue 
Top 5 customers (measured by amounts billed)
 $433,010 
 $455,541 
 $595,720 
 $516,258 
All other Customers
  615,259 
  767,676 
  693,337 
  1,017,785 
 
 $1,048,269 
 $1,223,217 
 $1,289,057 
 $1,534,043 

For the six months ended June 30, 2020, four customers accounted for 74% of the accounts receivable balance and one customer accounted for 18% of total revenue. 
 
For the six months ended June 30, 2019, three customers accounted for 66% of the accounts receivable balance and one customer accounted for 16% of total revenue.   
 
New customer acquisition impact on billings and revenue:
 
 
 6 Months Ended June 30, 2020 
 6 Months Ended June 30, 2020 
 6 Months Ended June 30, 2019 
 6 Months Ended June 30, 2019 
 
 Billings 
 GAAP Revenue 
 Billings 
 GAAP Revenue 
Customers in existence as of the beginning of the period (including upgrades)
 $1,036,182 
 $1,223,217 
 $1,096,682 
 $1,534,043 
Customers acquired during the period
  12,087 
  - 
  192,375 
  - 
 
 $1,048,269 
 $1,223,217 
 $1,289,057 
 $1,534,043 
 
6.   LEASES
 
Leases (Topic 842) Disclosures
 
We are a lessee for a non-cancellable operating lease for our corporate office in Raleigh, North Carolina. We are also a lessee for a non-cancellable finance lease for a corporate vehicle and office furniture.  Financing leases are not significant in terms of both balances and period expenses.  The operating lease for the corporate office expires on April 30, 2024. 
  
The following table summarizes the information about operating lease:
 
 
Six Months Ended June 30, 2020
 
 

 
Operating lease expense
 $101,987 
Weighted Average Remaining Lease Term (Years)
 5 years
Weighted Average Discount Rate    
   8%
 
Maturities of operating lease liability as of June 30, 2020, were as follows:
 
 
 Operating Lease Expense 
 Variable Lease Expense 
 Total Lease Expense 
2020
  95,183 
  6,618 
  101,801 
2021
  189,994 
  13,609 
  203,603 
2022
  189,615 
  13,988 
  203,603 
2023
  189,225 
  14,378 
  203,603 
2024
  63,074 
  4,793 
  67,867 
Total lease payments
 $727,091 
 $53,386 
  780,477 
Less imputed interest
    
    
  (110,230)
Total
    
    
 $670,247 
 
7.   SUBSEQUENT EVENTS
 
Subsequent to June 30, 2020, the Company borrowed $200,000 through issuance of 2014 NPA Notes to UBP under 2014 NPA. The 2014 NPA Notes are convertible by the holder into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a per share conversion price of $1.43.
 
 
 
9
 
 
ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
Information set forth in this Quarterly Report on Form 10-Q contains various forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”) and other laws.  Forward-looking statements consist of, among other things, trend analyses, statements regarding future events, future financial performance, our plan to build our business and the related expenses, our anticipated growth, trends in our business, our ability to continue as a going concern, and the sufficiency of our capital resources including funds that we may be able to raise under our convertible note facility, our ability to raise financing from other sources and/or ability to defer expenditures, the impact of the liens on our assets securing amounts owed to third parties, expectation regarding competitors as more and larger companies attempt to market products/services competitive to our company, market acceptance of our new product offerings, including updates to our Platform, rate of new user subscriptions, market penetration of our products and  expectations regarding our revenues and expense,  all of which are based on current expectations, estimates, and forecasts, and the beliefs and assumptions of our management. Words such as “expect,” “anticipate,” “project,” “intend,” “plan,” “estimate,” variations of such words, and similar expressions also are intended to identify such forward-looking statements. These forward-looking statements are subject to risks, uncertainties, and assumptions that are difficult to predict. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. Readers are directed to risks and uncertainties identified under Part I, Item 1A, “Risk Factors,” in the Annual Report on Form 10-K for the year ended December 31, 2019 and our subsequent periodic reports filed with the SEC for factors that may cause actual results to be different than those expressed in these forward-looking statements. Except as required by law, we undertake no obligation to revise or update publicly any forward-looking statements for any reason.
 
The following discussion is designed to provide a better understanding of our unaudited condensed consolidated financial statements, including a brief discussion of our business and products, key factors that impacted our performance, and a summary of our operating results.  The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q, and the audited annual consolidated financial statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Annual Report.  Historical results and percentage relationships among any amounts in the condensed consolidated financial statements are not necessarily indicative of trends in operating results for any future periods.
 
Overview
 
MobileSmith provides  procedure management assistance and  operational improvement patient/member-facing mobile application services to the healthcare industry.
During 2018 we refined our healthcare offering and redefined our product - a suite of e-health mobile solutions, that consists of a catalog of ready to deploy mobile app solutions (App Blueprints) and support services. 
 
In 2019 we consolidated our solutions under a single integrated initial offering branded Peri™. Peri™ is a cloud-based surgical and clinical procedure application architected to accomplish the following:
 
- Run on a platform integrated with future MobileSmith applications;
- Incorporate MobileSmith developed or licenses healthcare service applications; 
- Securely link those services to Electronic Medical Records (EMR) platforms;
- Produce a mobile app based set of pre and postoperative instructions (which we refer to as Clinical Pathways), that establish a direct two-way clinical procedure management process between a patient and a healthcare provider thereby improving patient engagement during the process which both benefits the patient by improving patient experience and benefits the provider by improving clinical outcome measured in procedure cancellations and  post procedure readmissions. 

During second quarter of 2020 and in a response to COVID 19 pandemic we rapidly designed and brought to market a suite of special applications.  These applications include the following:
- COVID response mobile applications used by hospital staff and hospital target communities for coordination and rapid distribution of information. 
- COVIDClear mobile applications are self-attestation and symptom reporting mobile tools that are used by employers to facilitate return of their workforce back to work. 
 
From time to time we have provided custom software development services.  Such services are not core to our business model and will likely decrease in significance in the future. 
 
As noted below in Item 1A “Risk Factors” of Part II “Other Information” below, conditions caused by the COVID-19 pandemic significantly impacted our main customer base - healthcare providers in the United States. Healthcare providers in many states are overwhelmed with COVID-19 patients. For a period of time many hospitals halted elective and critical surgical procedures, which are the main target of our primary Peri™ offering. Many hospitals have also furloughed their non-essential staff or re-assigned their staff to intensive care units. We have experienced difficulties in our selling process in engaging decision makers within hospital organizations. Travel limitations have also restricted access to our current and potential customers. Elective surgeries are a significant component of hospital revenues. Without such revenue healthcare systems may incur significant losses from operations and reduced cashflows. We may experience increase in non-renewals for subscription to our software products or adverse changes to the payment terms under existing contracts. If the COVID-19 pandemic has an extended substantial impact on our employees and customers, our results of operations, our liquidity and access to financing may be negatively impacted.
 
Impact of COVID-19 on Company's operations.
 
As of the date of this report, the Company has not experienced a significant level of non-renewals on customer contracts due to COVID-19 pandemic.  Although the initial interest in our Peri™ product has decreased in first two quarters of 2020, the interest in Peri™ started to pick back up in the months of June and July, as some regions in the United States made considerable progress in containing the virus.  The interest in COVID response and COVIDClear offering is considerable. As a result, all newly acquired customers in 2020 purchased our COVID related products.  The COVID-19 pandemic has created new opportunities for the Company in terms of product offering and acquisition of customers outside of our main target market, which until COVID-19 developments included predominantly hospitals and healthcare systems.
 
Target Market and Sales Channels
 
During 2017, we completed a strategic shift and focused our business and research and development activities primarily on the Healthcare industry in the United States. In 2018 we refined our healthcare focus by identifying two target markets: (i) healthcare providers (including hospitals, hospital systems and the United States Veterans Health Administration) and (ii) healthcare payer market (including insurance companies and insurance brokers).

Both markets are targeted with a diversified sales workforce that includes direct sales and resellers, such as channel partners. 
 
  10
 
 
RESULTS OF OPERATIONS
 
Comparison of the Three Months Ended June 30, 2020 (the “2020 Period”) to the Three Months Ended June 30, 2019 (the “2019 Period”).
 
 
 Three Months ended June 30, 2020 
 Three months ended June 30, 2019 
 Increase (Decrease) $ 
 Increase (Decrease)%
Revenue
 $607,772 
 $793,324 
 $(185,552)
  -23%
Cost of Revenue
  181,221 
  303,003 
  (121,782)
  -40%
Gross Profit
  426,551 
  490,321 
  (63,770)
  -13%
 
    
    
    
    
 Selling and Marketing
  301,052 
  447,123 
  (146,071)
  -33%
 Research and Development
  750,438 
  808,397 
  (57,959)
  -7%
 General and Administrative
  824,517 
  989,977 
  (165,460)
  -17%
 
    
    
    
    
 Interest Expense
  1,759,173 
  1,167,806 
  591,367 
  51%
 Loss on Debt Extinguishment
 $4,864,750 
 $- 
 $4,864,750 
    
 
 
 
Revenue decreased by $185,552 or 23%.  The decrease in revenue is primarily attributable to customers that did not renew their subscriptions.
 
Cost of Revenue decreased by $121,782 or 40%.  The decrease of $80,000 was due to decrease in outsourced contractor expenses and our delivery team expense associated with winding down of a services contract with a U.S. government agency.  An additional $30,000 decrease was attributable to elimination of various third party software services used in delivery of our products.
 
Gross Profit decreased by $63,770 or 13%.  Gross Profit decreased as a result of decrease in revenue, and, to the lesser extent, as a result of a decrease in revenue on several contracts that were not renewed which trails the decrease in associated cost of revenue.
 
Selling and Marketing expense decreased by $146,071 or 33%.  The decrease is largely attributable to decrease in payroll expense, marketing campaigns, tradeshows and travel, as we restructured our sales and marketing team and reacted to the impact of COVID 19 pandemic.  Decrease of $74,000 was attributable to decrease in stock based compensation expense.
 
Research and Development expense decreased by $57,959 or 7%.  This decrease is largely attributable to decrease in stock based compensation expense. 
 
General and Administrative expense decreased by $165,460 or 17%.  The decrease is mostly attributable to decrease in stock based compensation.
 
 
Interest Expense increased by $591,367 or 51%.  The increase is due to increase in face value of the debt and amortization of debt discount.
 
Loss on Debt Extinguishment of $4,864,750 resulted from a debt exchange transaction.  See "Debt" footnote for additional description of the transaction.
 
 
Comparison of the six Months Ended June 30, 2020 (the “2020 Period”) to the six Months Ended June 30, 2019 (the “2019 Period”). 
 
 
 Six months ended June 30, 2020 
 Six months ended June 30, 2019 
 Increase (Decrease) $ 
 Increase (Decrease)%
Revenue
 $1,232,344 
 $1,534,043 
 $(301,699)
  -20%
Cost of Revenue
  439,784 
  534,924 
  (95,140)
  -18%
Gross Profit
  792,560 
  999,119 
  (206,559)
  -21%
 
    
    
    
    
 Sales and Marketing
  668,366 
  806,904 
  (138,538)
  -17%
 Research and Development
  1,378,233 
  1,308,269 
  69,964 
  5%
 General and Administrative
  1,649,318 
  1,703,638 
  (54,320)
  -3%
 
    
    
    
    
 Interest Expense
  3,610,276 
  2,280,590 
  1,329,686 
  58%
 Loss on Debt Extinguishment
 $4,864,750 
 $- 
 $4,864,750 
    
 
Revenue decreased by $301,699 or 20%.   The decrease in revenue is primarily attributable to customers that did not renew their subscriptions.
 
Cost of Revenue decreased by $95,140 or 18%.  The decrease of approximately $50,000 was due to decrease in our delivery team expense associated with winding down of a services contract with a U.S. government agency.  Approximately $45,000 of the decrease is associated with decrease in amortization previously capitalized software development costs.
 
Gross Profit decreased by $206,559 or  21%, consistent with decrease in revenue and cost of revenue.
 
Selling and Marketing expense decreased by $138,538 or 17%.  The decrease is largely attributable to decrease in payroll expense, marketing campaigns, tradeshows and travel, as we restructured our sales and marketing team and reacted to the impact of COVID 19 pandemic.  Decrease of $74,000 was attributable to decrease in stock based compensation expense.
 
Research and Development expense increased by $69,964 or 5%.  This increase is largely attributable to increase in stock based compensation expense of $47,000, and salary adjustments.
 
General and Administrative expense decreased by $54,320  or 3%.  The increase is attributable to decrease in stock based compensation expense.
 
Interest Expense increased by $1,329,686 or 58%.  The increase is mostly due to increase in non-cash interest component resulting from amortization of debt discount, as the fair value of our share of stock as quoted on OTCQB was significantly higher than the conversion price of 2014 NPA Notes issued during the 2020 Period, which resulted in significant debt discount which is amortized into interest expense.
 
Loss on Debt Extinguishment of $4,864,750 resulted from a debt exchange transaction.  See "Debt" footnote for additional description of the transaction. 
 
  11
 
 
 
Liquidity and Capital Resources
 
 
We have not yet achieved positive cash flows from operations, and our main source of funds for our operations continues to be  the sale of our notes under our convertible note facilities.  We will continue to rely on this source until we are able to generate sufficient cash from revenues to fund our operations or obtain alternate sources of financing. We believe that anticipated cash flows from operations, and additional funding under the convertible note facilities, of which no assurance can be provided, together with cash on hand, will provide sufficient funds to finance our operations for the next 12 months.  Changes in our operating plans, lower than anticipated sales, increased expenses, impact of COVID-19 pandemic (as described in "Risk Factors") or other events may cause us to seek additional equity or debt financing in future periods.  There can be no guarantee that financing will continue to be available to us under the convertible note facilities or otherwise on acceptable terms or at all.  Additional equity and convertible debt financing could be dilutive to the holders of shares of our common stock, and additional debt financing, if available, could impose greater cash payment obligations and more covenants and operating restrictions.
 
Nonetheless, there are factors that can impact our ability to continue to fund our operating activities for the next twelve months. These include:
 
Our ability to expand revenue volume;
Our ability to maintain product pricing as expected, particularly considering increased competition and its unknown effects on market dynamics;   
Our continued need to reduce our cost structure while simultaneously expanding the breadth of our business, enhancing our technical capabilities, and pursing new business opportunities; and
Our ability to predict and offset the extended impact COVID-19 will have to our primary market's financial outcome, and our business.
 
In addition, we have an outstanding Loan and Security Agreement (the "LSA") with Comerica Bank in the amount of $5 million, which matures in June of 2022 and is secured by an extended irrevocable letter of credit issued by UBS AG (Geneve, Switzerland) ("UBS AG") with a renewed term expiring on May 31, 2021.


Capital Expenditures and Investing Activities
 
Our capital expenditures are limited to the purchase of new office equipment and new mobile devices that are used for testing. Cash used for investing activities was not significant and we do not plan any significant capital expenditures in the near future.
 
Going Concern
 
Our independent registered public accounting firm has issued an emphasis of matter paragraph in their report included in the Annual Report on Form 10-K for the year ended December 31, 2019 in which they express substantial doubt as to our ability to continue as a going concern. The condensed financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts or classification of liabilities that might be necessary should we be unable to continue as a going concern.  Our continuation as a going concern depends on our ability to generate sufficient cash flows to meet our obligations on a timely basis, to obtain additional financing that is currently required, and ultimately to attain profitable operations and positive cash flows. There can be no assurance that our efforts to raise capital or increase revenue will be successful. If our efforts are unsuccessful, we may have to cease operations and liquidate our business.
 
  12
 
 
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Not applicable for smaller reporting companies.
 
ITEM 4. CONTROLS AND PROCEDURES
 
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures for the three months ended June 30, 2020.  The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow for timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2020, our disclosure controls and procedures were effective at a reasonable assurance.
 
Changes in Internal Control over Financial Reporting
 
During the quarter ended June 30, 2020, there were no changes made in our internal controls over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
 
  13
 
 
PART II – OTHER INFORMATION
 
 
ITEM 1. LEGAL PROCEEDINGS
 
From time to time, the Company may be subject to routine litigation, claims or disputes in the ordinary course of business. The Company defends itself vigorously in all such matters. In the opinion of management, no pending or known threatened claims, actions or proceedings against the Company are expected to have a material adverse effect on its financial position, results of operations or cash flows. However, the Company cannot predict with certainty the outcome or effect of any such litigation or investigatory matters or any other pending litigations or claims. There can be no assurance as to the ultimate outcome of any such lawsuits and investigations. The Company will record a liability when it believes that it is both probable that a loss has been incurred and the amount can be reasonably estimated. The Company periodically evaluates developments in its legal matters that could affect the amount of liability that it has previously accrued, if any, and makes adjustments as appropriate. Significant judgment is required to determine both the likelihood of there being, and the estimated amount of, a loss related to such matters, and the Company’s judgment may be incorrect. The outcome of any proceeding is not determinable in advance. Until the final resolution of any such matters that the Company may be required to accrue for, there may be an exposure to loss in excess of the amount accrued, and such amounts could be material.
 
ITEM 1A. RISK FACTORS
 
The effects of the COVID-19 pandemic have materially affected how we and our customers are operating our businesses, and the duration and extent to which this will impact our future results of operations and overall financial performance remains uncertain.
 
Conditions caused by the COVID-19 pandemic significantly impacted our main customer base - healthcare providers in the United States. Healthcare providers in many states are overwhelmed with COVID-19 patients. For a period of time, many hospitals halted elective and critical surgical procedures, which are the main target of our primary Peri™ offering. Many hospitals have also furloughed their non-essential staff or re-assigned their staff to intensive care units. We have experienced difficulties in our selling process in engaging decision makers within hospital organizations. Travel limitations have also restricted access to our current and potential customers.
 
Elective surgeries are a significant component of hospital revenues. Without such revenue healthcare systems may incur significant losses from operations and reduced cashflows. We may experience increase in non-renewals for subscription to our software products or adverse changes to the payment terms under existing contracts.
 
If the COVID-19 pandemic has an extended substantial impact on our employees and customers, our results of operations, our liquidity and access to financing may be negatively impacted.
 
 
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
The following paragraph sets forth certain information with respect to all securities sold by us during the three months ended June 30, 2020 without registration under the Securities Act:
 
Between April 1, 2020 and June 30, 2020, we issued to accredited investors $6,163,250 in principal amount of our 2014 NPA Notes under the 2014 Note Purchase Agreement. The notes are convertible into shares of our Common Stock at a per share conversion rate of $1.43. All notes issued under this facility are scheduled to mature on November 14, 2022. $2,100,000 of the issued 2014 NPA Notes were issued in exchange for cash consideration and $4,063,250 in 2014 NPA Notes were issued as a result of Debt Exchange Transaction.
 
In addition, between April 1, 2020 and June 30, 2020 we issued several subordinated notes to a related party in the amount of $205,000.  These notes have an interest rate of 8% and mature between November 14, 2022 and November 14, 2022.
 
All of the securities issued in the transactions described above were issued without registration under the Securities Act in reliance upon the exemptions provided in Section 4(2) of the Securities Act. The recipient of securities in such transaction acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof. Appropriate legends were affixed to the share certificates issued in all of the above transactions. The recipient represented that it was an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act, or had such knowledge and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in its common stock. The recipient had adequate access, through their relationships with the Company and its officers and directors, to information about the Company. None of the transactions described above involved general solicitation or advertising.
 
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
 
None.
 
ITEM 4. MINE SAFETY DISCLOSURES
 
Not applicable.
 
ITEM 5. OTHER INFORMATION
 
None.
 
ITEM 6. EXHIBITS
 
Exhibit No.
Description
 
31.1 
Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) (Filed herewith)
 
31.2 
Certification of Principal Financial and Accounting Officer Pursuant to Rule 13a-14(a) (Filed herewith)
 
32.1
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 (Furnished herewith)
 
32.2 
Certification of Principal Financial and Accounting Officer Pursuant to 18 U.S.C. Section 1350 (Furnished herewith)
 
101.1 
The following materials from the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2019, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Cash Flows, (iv) the Condensed Consolidated Statement of Stockholders’ Deficit and (v) related notes to these condensed consolidated financial statements, tagged as blocks of text and in detail  (Filed herewith).
   
       
 
 
 
  14
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
MOBILESMITH, INC.
 
 
 
 
 
August 13, 2020
By:
/s/  Jerry Lepore
 
 
 
Jerry Lepore
 
 
 
Chief Executive Officer (Principal Executive Officer) 
 
 
 
 
 
 
August 13, 2020
By:  
/s/  Gleb Mikhailov
 
 
 
Gleb Mikhailov 
 
 
 
Chief Financial Officer (Principal Financial and Accounting Officer)
    
 
 
 
 
 
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