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The Company filed a Definitive Proxy Statement with the SEC on July 10, 2019 and has called a special meeting of its common stockholders for the purpose of voting on the adoption of the Merger Agreement, which special meeting is to be held at the offices of Brown Rudnick LLP, 7 Times Square, New York, NY 10036, on August 20, 2019 at 9:30 A.M., local time, unless adjourned or postponed to a later date. 

Our principal needs for liquidity since we began executing our transformation plan in August, 2015, have been to fund operating losses, working capital requirements, capital expenditures, restructuring expenses, acquisitions and integration and debt service. Our principal sources of liquidity as of June 30, 2019 consisted of cash and cash equivalents of $0.2 million, and our ability to borrow on our Amended Note (as defined below). As of June 30, 2019, there is $7.0 million remaining available under our Amended Note, of which we can borrow up to $4.0 million for working capital purposes.


In the first half of 2019, the Company experienced a cybersecurity incident resulting from unauthorized access to its systems, which resulted in personally identifiable information of less than 30 individuals being exposed to an unauthorized third party. The Company does not believe this incident had a material adverse effect on its business or results of operations. Following this incident, the Company has taken steps designed to improve the security of its computer systems in addition to offering credit protection to those affected. The Company maintains cyber breach and other insurance.  The Company has incurred approximately $26,000 of expenses through June 30, 2019, consisting of professional fees and a $5,000 insurance deductible relating to this incident. The Company does not currently anticipate incurring material additional expenses in future periods relating to this incident.

Threats to information technology systems associated with cybersecurity risks and other technological risks and cyber incidents or attacks continue to grow. We depend on the accuracy, capacity and security of our information technology systems and those used by our third-party service providers. In addition, we may collect, process and retain sensitive and confidential information in the normal course of business, including personally identifiable information about our employees and other third parties. Despite the security measures we have in place and any additional measures we may implement in the future, our facilities, systems, and networks, and those of our third party service providers, are vulnerable to security breaches, computer viruses, lost or misplaced data, programming errors, human errors, employee misconduct, malicious attacks, acts of vandalism, malware, worms, hackers and other events or security issues, including physical and electronic break-ins, router disruption, sabotage or espionage, disruptions from unauthorized access and tampering (including through social engineering such as phishing attacks), impersonation of authorized users and coordinated denial-of-service attacks.
In the first half of 2019 we experienced a cybersecurity incident resulting from unauthorized access to our systems, which resulted in personally identifiable information of less than 30 individuals being exposed to an unauthorized third party. Although we do not believe this incident had a material adverse effect on our business or results of operations, this may not continue to be the case going forward. Following this incident, we have taken steps designed to improve the security of our computer systems in addition to offering credit protection to those affected. Despite these defensive measures, there can be no assurance that we are adequately protecting our information or that we will not suffer a similar attack in the future. It is also possible that our security controls over personal and other data may not prevent unauthorized access to, or destruction, loss, theft, misappropriation or release of personally identifiable or other proprietary, confidential, sensitive or valuable information of ours or others; this access could lead to potential unauthorized disclosure of confidential personal, company or third party information others could use to compete against us or for criminal, disruptive, destructive or other harmful purposes and outcomes.

In addition, hardware, software or applications we develop or obtain from third parties may contain defects in design or manufacture or other problems that could result in security breaches or disruptions. These events or any other disruption or compromise of our or our third party service providers’ information technology systems could negatively impact our business operations or result in the misappropriation, loss or other unauthorized disclosure of sensitive and confidential information, could damage our reputation, expose us to the risks of litigation and liability, disrupt our business or otherwise affect our results of operations, any of which could adversely affect our financial performance. Such events could damage our reputation, expose us to the risks of litigation and liability, disrupt our business or otherwise materially and adversely affect our results of operations. We maintain cyber breach and other insurance, but this insurance may not be sufficient to cover any losses we may experience from any cybersecurity incidents affecting our systems.