99.1
|
Unaudited Condensed Financial Statements as of March 31, 2024
|
99.2
|
Operating and Financial Review as of March 31, 2024 and for the three months then ended
|
99.3
|
Press Release dated May 15, 2024
|
Exhibit No.
|
Description
|
|
Date: May 15, 2024
|
PAINREFORM LTD.
|
|
By:
|
/s/ Ilan Hadar
|
|
Ilan Hadar
|
||
Chief Executive Officer
|
|
Page
|
|
|
F-2
|
|
|
|
F-3
|
|
|
|
F-4
|
|
|
|
F-5
|
|
|
|
F-6 - F-10
|
|
As of
March 31,
|
As of
December 31,
|
||||||||||
|
Note
|
2024
|
2023
|
|||||||||
Assets
|
||||||||||||
Current assets:
|
||||||||||||
Cash and cash equivalents
|
$
|
4,324
|
$
|
8,026
|
||||||||
Restricted cash
|
10
|
10
|
||||||||||
Prepaid clinical trial expenses and deferred clinical trial costs
|
710
|
1,514
|
||||||||||
Prepaid expenses and other current assets
|
201
|
249
|
||||||||||
|
||||||||||||
Total current assets
|
5,245
|
9,799
|
||||||||||
Non-current assets
|
||||||||||||
Operating lease right of use asset
|
4
|
83
|
93
|
|||||||||
Property and equipment, net
|
41
|
38
|
||||||||||
Total long term assets
|
124
|
131
|
||||||||||
Total assets
|
$
|
5,369
|
$
|
9,930
|
||||||||
Liabilities and shareholders’ equity
|
||||||||||||
Current liabilities:
|
||||||||||||
Trade payables
|
$
|
209
|
$
|
221
|
||||||||
Employees and related liabilities
|
520
|
465
|
||||||||||
Operating lease liability
|
4
|
57
|
56
|
|||||||||
Accrued expenses
|
2,467
|
1,668
|
||||||||||
Total current liabilities
|
3,253
|
2,410
|
||||||||||
|
||||||||||||
Non-current liabilities:
|
||||||||||||
Operating lease liability
|
4
|
15
|
30
|
|||||||||
Provision for uncertain tax positions
|
253
|
251
|
||||||||||
Total non-current liabilities
|
268
|
281
|
||||||||||
|
||||||||||||
Total liabilities
|
3,521
|
2,691
|
||||||||||
|
||||||||||||
Commitments (Note 7)
|
||||||||||||
Shareholders’ equity:
|
||||||||||||
Ordinary shares, NIS 0.3 par value; Authorized: 20,000,000 shares as of March 31, 2024, 5,000,000 as of December 31, 2023;
Issued and outstanding: 1,850,243 and 1,728,347 shares as of March 31, 2024, and December 31, 2023, respectively.
|
157
|
147
|
||||||||||
Additional paid-in capital
|
5a
|
|
49,060
|
48,955
|
||||||||
Accumulated deficit
|
(47,369
|
)
|
(41,863
|
)
|
||||||||
|
||||||||||||
Total shareholders’ equity
|
1,848
|
7,239
|
||||||||||
|
||||||||||||
Total liabilities and shareholders’ equity
|
$
|
5,369
|
$
|
9,930
|
|
|
|
|
|
For the Three Months Ended
March 31, |
|
||||||
|
|
Note
|
|
|
2024
|
|
|
2023
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|||
Research and development expenses
|
|
|
|
|
$
|
(4,742
|
)
|
|
$
|
(1,454
|
)
|
|
General and administrative expenses
|
|
|
|
|
|
(823
|
)
|
|
|
(962
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss
|
|
|
|
|
|
(5,565
|
)
|
|
|
(2,416
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial income, net
|
|
|
8
|
|
|
|
59
|
|
|
|
108
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss and comprehensive loss
|
|
|
|
|
|
$
|
(5,506
|
)
|
|
$
|
(2,308
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net loss per share
|
|
|
6
|
|
|
$
|
(2.72
|
)
|
|
$
|
(2.12
|
)(*)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares of Ordinary Shares used in computing basic and diluted net loss per share(*)
|
|
|
|
|
|
|
2,026,243
|
|
|
|
1,090,452
|
|
|
Ordinary shares(**)
|
Additional paid-in
capital
|
Accumulated
deficit
|
Total
shareholders’ equity
|
||||||||||||||||
|
Number
|
Amount
|
||||||||||||||||||
|
||||||||||||||||||||
Balance as of January 1, 2023
|
1,081,755
|
$
|
94
|
$
|
43,446
|
$
|
(32,519
|
)
|
$
|
11,021
|
||||||||||
|
||||||||||||||||||||
Share-based compensation to employees and directors
|
-
|
-
|
180
|
-
|
180
|
|||||||||||||||
|
||||||||||||||||||||
Share issuance to service providers
|
8,697
|
*
|
*
|
|||||||||||||||||
Net loss and comprehensive loss
|
-
|
-
|
-
|
(2,308
|
)
|
(2,308
|
)
|
|||||||||||||
|
||||||||||||||||||||
Balance as of March 31, 2023
|
1,090,452
|
$
|
94
|
$
|
43,626
|
$
|
(34,827
|
)
|
$
|
8,893
|
||||||||||
Balance as of January 1, 2024
|
1,728,347
|
$
|
147
|
$
|
48,955
|
$
|
(41,863
|
)
|
$
|
7,239
|
||||||||||
|
||||||||||||||||||||
Share-based compensation to employees and directors
|
-
|
-
|
115
|
-
|
115
|
|||||||||||||||
Share issuance (Note 5)
|
121,896
|
10
|
(10
|
)
|
-
|
-
|
||||||||||||||
|
||||||||||||||||||||
Net loss and comprehensive loss
|
-
|
-
|
(5,506
|
)
|
(5,506
|
)
|
||||||||||||||
Balance as of March 31, 2024
|
1,850,243
|
$
|
157
|
$
|
49,060
|
$
|
(47,369
|
)
|
$
|
1,848
|
|
|
For the Three Months Ended
March 31, |
|
|||||
|
|
2024
|
|
|
2023
|
|
||
Cash flows from operating activities
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Net loss
|
|
$
|
(5,506
|
)
|
|
$
|
(2,308
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
4
|
|
|
|
2
|
|
Exchange rate differences on cash, cash equivalents and restricted cash
|
|
|
-
|
|
|
|
3
|
|
Net change in operating lease asset and liability
|
|
|
(3
|
)
|
|
|
-
|
|
Share-based compensation to employees and directors
|
|
|
115
|
|
|
|
180
|
|
Interest income
|
|
|
-
|
|
|
|
87
|
|
Change in:
|
|
|
|
|
|
|
|
|
Other current assets
|
|
|
852
|
|
|
(133)
|
|
|
Trade payables
|
|
|
(12
|
)
|
|
|
104
|
|
Other accounts payable
|
|
|
855
|
|
|
113
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in operating activities
|
|
|
(3,695
|
)
|
|
|
(1,952
|
)
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of property and equipment
|
|
|
(7
|
)
|
|
|
-
|
|
Proceeds from short term deposit
|
|
|
|
|
|
6,000
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities
|
|
|
(7
|
)
|
|
|
6,000
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Effect of Exchange rate changes on cash, cash equivalents and restricted cash
|
|
|
-
|
|
|
(3
|
)
|
|
Change in cash, cash equivalents and restricted cash
|
|
|
(3,702
|
)
|
|
|
4,045
|
|
Cash, cash equivalents and restricted cash at the beginning of the period
|
|
|
8,036
|
|
|
|
4,106
|
|
|
|
|
|
|
|
|
|
|
Cash, cash equivalents and restricted cash at the end of the period
|
|
$
|
4,334
|
|
|
$
|
8,151
|
|
|
As of March 31,
|
|||||||
|
2024
|
2023
|
||||||
Cash and cash equivalents
|
$
|
4,324
|
$
|
8,141
|
||||
Restricted cash
|
10
|
10
|
||||||
Total cash, cash equivalents and restricted cash
|
$
|
4,334
|
$
|
8,151
|
a. |
PainReform Ltd. ("the Company") was incorporated and started business operations in November 2007. The Company is a clinical stage specialty pharmaceutical company focused on the
reformulation of established therapeutics. The Company’s proprietary extended-release drug-delivery system is designed to provide an extended period of post-surgical pain relief without the need for repeated dose administration while
reducing the potential need for the use of opiates.
|
b.
|
Liquidity
Since its inception, the Company has devoted substantially all its efforts to research and development, clinical trials, and capital raising activities. The Company is still in its
development and clinical stage and has not yet generated revenues.
The Company has incurred significant losses and negative cash flows from operations and incurred losses of $5,506 and $2,308 for the three-month
periods ended March 31, 2024, and 2023, respectively. During the three months ended March 31, 2024, and 2023, the Company had operating cash outflows of $3,695, and $1,952, respectively. The Company expects to continue to incur losses
and negative cash flows from operations until its products reach profitability. As of March 31, 2024, the Company’s accumulated deficit was $47,369. The Company has funded its operations to date primarily through equity financing and
has cash on hand (including restricted cash) in the amount of $4,334 as of March 31, 2024.
The Company expects to continue incurring losses and negative cash flows from operations until its product, PRF-110, reaches commercial profitability. As a result of the initiation of the
Company’s’ Phase III clinical trial, along with its current cash position, the Company does not have sufficient resources to fund operations until the end of its Phase III study nor to continue as a going concern for at least one year from
the issuance date of these financial statements.
Management’s plans include continued capital raising through the sale of additional equity securities, debt, or capital inflows from
strategic partnerships. (Note 10). There are no assurances, however, that the Company will successfully obtain the level of financing needed for its operations. If the Company is unsuccessful in raising capital, it may need to reduce
activities or curtail or abandon some or all of its operations, which could materially harm the Company’s business, financial condition and results of operations. These factors raise substantial doubt about the Company’s ability to
continue as a going concern. These financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of
business and does not include any adjustments that might result from the outcome of this uncertainty.
|
c.
|
The Company reports its financial results in U.S. dollars. A portion of research, development, general and administrative expenses of its Israeli operations are incurred in New Israeli Shekel ("NIS") As
a result, the Company is exposed to exchange rate risks that may materially and adversely affect its financial results. If the NIS appreciates against the U.S. dollar, or if the value of the NIS declines against the U.S. dollar at a
time when the rate of inflation in the cost of Israeli goods and services exceeds the rate of decline in the relative value of the NIS, then the U.S. dollar-denominated cost of its operations in Israel would increase and its results
of operations could be materially and adversely affected. Inflation in Israel compounds the adverse impact of a devaluation of the NIS against the U.S. dollar by further increasing the amount of its Israeli expenses. Israeli
inflation may also (in the future) outweigh the positive effect of any appreciation of the U.S. dollar relative to the NIS, if and to the extent that, it outpaces or precedes such appreciation. The Israeli rate of inflation did not
have a material adverse effect on its financial condition during the three months ended March 31, 2024 and 2023, respectively. Given its general lack of currency hedging arrangements to protect it from fluctuations in the exchange
rates of the NIS in relation to the U.S. dollar (and/or from inflation of such non-U.S. currencies), the Company may be exposed to material adverse effects from such movements. The Company cannot predict any future trends in the
rate of inflation in Israel or the rate of devaluation (if any) of the U.S. dollar against the NIS.
|
d.
|
In June 2023, the Company effected a reverse share split of its shares at the ratio of 1-for-10 (Note 5c).
|
e.
|
U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the military conflict between Russia and Ukraine. The conflict
in Ukraine could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets. Any of the abovementioned factors could affect its business, prospects, financial condition, and operating
results. The extent and duration of the military action, sanctions and resulting market disruptions are not possible to predict.
|
f.
|
On October 7, 2023, an attack was launched against Israel, which thrust Israel into a state of war. The Company is continuing the development of its product and progressing with the clinical trials taking
place out of Israel. The Company's management does not expect this situation to have a material impact on its operations or its business results.
|
a. |
Warrants and Warrants units
|
Type
|
Issuance Date
|
Number of warrants
|
Exercise price
|
Exercisable through
|
August 2019 warrants
|
August 22, 2019
|
205,268
|
$67.20 (*)
|
August 22, 2024
|
December 2019 warrants
|
December 9, 2019
|
148,106
|
$67.20 (*)
|
December 8, 2024
|
Warrants to underwriters
|
September 3, 2020
|
125,000
|
$100.00
|
September 1, 2025
|
Warrants to underwriters
|
October 5, 2020
|
375,000
|
$88.00
|
September 3, 2025
|
IPO warrants
|
September 3, 2020
|
2,812,170
|
$88.00
|
September 3, 2025
|
PIPE warrants
|
March 11, 2021
|
232,500
|
$46.00
|
September 10, 2026
|
Warrants to PIPE placement agent
|
March 11,2021
|
52,173
|
$50.60
|
March 8, 2026
|
December 2023 warrants (**)
|
December 28, 2023
|
935,792
|
$2.85
|
July 14-18, 2028
|
December 2023 warrants
|
December 28, 2023
|
32,753
|
$3.56
|
|
TOTAL
|
|
4,918,762
|
|
|
1. |
The 2008 Plan:
Share options outstanding and exercisable to employees and directors under the 2008 Share Option Plan (the “2008 Plan”) as of March 31, 2024 were as follows:
|
|
Number
of options(*)
|
Weighted
average
exercise
price(*)
|
Weighted
average
remaining
contractual
life
|
|||||||||
|
||||||||||||
Options outstanding as of December 31,2023
|
15,388
|
$
|
2.40
|
0.25
|
||||||||
Options granted
|
-
|
-
|
-
|
|||||||||
Options exercised
|
-
|
-
|
-
|
|||||||||
Options forfeited
|
-
|
-
|
-
|
|||||||||
Options outstanding as of March 31, 2024
|
15,388
|
$
|
2.40
|
0.01
|
||||||||
|
||||||||||||
Options exercisable as of March 31, 2024
|
15,388
|
$
|
2.40
|
0.01
|
2. |
The 2019 Plan:
Share options outstanding and exercisable to employees and directors under the 2019 Share Option Plan (the “2019 Plan”) as of March 31, 2024, were as follows:
|
|
Number
of options(*)
|
Weighted
average
exercise price(*)
|
Weighted
average
remaining
contractual
life
|
|||||||||
|
||||||||||||
Options outstanding as of December 31,2023
|
187,994
|
$
|
11.94
|
8.69
|
||||||||
Options granted
|
-
|
-
|
-
|
|||||||||
Options exercised
|
-
|
-
|
-
|
|||||||||
Options forfeited
|
-
|
-
|
-
|
|||||||||
Options outstanding as of March 31, 2024
|
187,994
|
$
|
11.94
|
8.44
|
||||||||
|
||||||||||||
Options exercisable as of March 31, 2024
|
149,204
|
$
|
13.53
|
8.31
|
c.
|
In June 2023, the Company effected a reverse share split of its shares at the ratio of 1-for-10, such that each ten (10) ordinary shares, par value NIS 0.03 per share, were consolidated
into one (1) ordinary share, par value NIS 0.30. As a result of rounding of fractional shares as part of the reverse share split, 18,338 ordinary shares were added, bringing the Company’s total outstanding shares on a post-split basis to
1,090,452. All related share and per share data have been retroactively applied to the financial statements and their related notes for all periods presented.
|
Basic loss per share is computed on the basis of the net loss for the period divided by the weighted average number of ordinary shares and vested ordinary shares issuable for little or no
further consideration outstanding during the period. Diluted loss per share is based upon the weighted average number of ordinary shares and of potential ordinary shares outstanding when dilutive. Potential ordinary shares include
outstanding stock options, restricted shares and warrants, which are included under the treasury stock method when dilutive.
For the periods ended March 31, 2024, and 2023, all outstanding share options and warrants have been excluded from the calculation of the diluted net loss per share as all such securities
are anti-dilutive for all periods presented.
|
|
|
Three Months ended
March 31,
|
|
|||||
|
|
2024
|
|
|
2023
|
|
||
|
|
|
|
|
|
|
||
Bank fees
|
|
|
(5
|
)
|
|
|
(4
|
)
|
Interest income
|
|
|
64
|
|
|
|
109
|
|
Exchange rate differences
|
|
|
-
|
|
|
3
|
||
Total financial income, net
|
|
$
|
59
|
|
|
$
|
108
|
•
|
our ability to continue as a going concern;
|
•
|
our history of losses and need for additional capital to fund our operations and our ability to obtain additional capital on acceptable terms, or at all;
|
•
|
our dependence on the success of our initial product candidate, PRF-110;
|
•
|
the outcomes of preclinical studies, clinical trials and other research regarding PRF-110 and future product candidates;
|
•
|
our limited experience managing clinical trials;
|
•
|
our ability to retain key personnel and recruit additional employees;
|
•
|
our reliance on third parties for the conduct of clinical trials, product manufacturing and development;
|
•
|
the impact of competition and new technologies;
|
•
|
our ability to comply with regulatory requirements relating to the development and marketing of our product candidates;
|
•
|
our ability to establish and maintain strategic partnerships and other corporate collaborations;
|
•
|
the implementation of our business model and strategic plans for our business and product candidates;
|
•
|
the scope of protection we are able to establish and maintain for intellectual property rights covering our product candidates and our ability to operate our business without infringing the intellectual
property rights of others;
|
•
|
the overall global economic environment;
|
•
|
our ability to develop an active trading market for our ordinary shares and whether the market price of our ordinary shares is volatile;
|
•
|
statements as to the impact of the political and security situation in Israel on our business, including due to the current war between Israel and Hamas; and
|
•
|
those factors referred to in our Annual Report on Form 20-F for the fiscal year ended December 31, 2023, or the 2023 Annual Report, in “Item 3. Key Information - D. Risk Factors,” “Item 4. Information on the
Company,” and “Item 5. Operating and Financial Review and Prospects,” as well as in our 2023 Annual Report generally, which is incorporated by reference into this prospectus.
|
•
|
continue the ongoing and planned preclinical and clinical development of our drug candidates;
|
•
|
build a portfolio of drug candidates through the acquisition or in-license of drugs, drug candidates or technologies;
|
•
|
initiate preclinical studies and clinical trials for any additional drug candidates that we may pursue in the future;
|
•
|
seek marketing approvals for our current and future drug candidates that successfully complete clinical trials;
|
•
|
establish a sales, marketing and distribution infrastructure to commercialize any drug candidate for which we may obtain marketing approval;
|
•
|
develop, maintain, expand and protect our intellectual property portfolio;
|
•
|
implement operational, financial and management systems; and
|
•
|
attract, hire and retain additional administrative, clinical, regulatory and scientific personnel.
|
•
|
employee-related expenses, including salaries, benefits and stock-based compensation expense;
|
•
|
fees paid to consultants for services directly related to our drug development and regulatory effort;
|
•
|
expenses incurred under agreements with contract research organizations, as well as contract manufacturing organizations, and consultants that conduct preclinical studies and clinical
trials;
|
•
|
costs associated with preclinical activities and development activities; and
|
•
|
costs associated with technology and intellectual property licenses.
|
•
|
number of clinical trials required for approval and any requirement for extension trials;
|
•
|
per patient trial costs;
|
•
|
number of patients that participate in the clinical trials;
|
•
|
number of sites included in the clinical trials;
|
•
|
countries in which the clinical trial is conducted;
|
•
|
length of time required to enroll eligible patients;
|
•
|
potential additional safety monitoring or other studies requested by regulatory agencies; and
|
•
|
efficacy and safety profile of the drug candidate.
|
Three Months Ended
March 31,
|
||||||||
2024
|
2023
|
|||||||
(US$ thousands)
|
||||||||
Statements of comprehensive loss data:
|
||||||||
Research and development
|
(4,742
|
)
|
(1,454
|
)
|
||||
General and administrative
|
(823
|
)
|
(962
|
)
|
||||
Total operating loss
|
(5,565
|
)
|
(2,416
|
)
|
||||
Financial income (expenses), net
|
59
|
108
|
||||||
Net loss
|
(5,506
|
)
|
(2,308
|
)
|
•
|
the costs, timing and outcome of manufacturing clinical trial and commercial quantities of PRF-110;
|
•
|
the scope, progress, results and costs of our current and future clinical trials of PRF-110 for our current targeted uses;
|
•
|
the costs, timing and outcome of regulatory review of PRF-110;
|
•
|
the extent to which we acquire or invest in businesses, products and technologies, including entering into or maintaining licensing or collaboration arrangements for PRF-110 on favorable terms, although we
currently have no commitments or agreements to complete any such transactions;
|
•
|
the costs and timing of future commercialization activities, including drug sales, marketing, manufacturing and distribution, for any of our product candidates for which we receive marketing approval, to the
extent that such sales, marketing, manufacturing and distribution are not the responsibility of any collaborator that we may have at such time;
|
•
|
the amount of revenue, if any, received from commercial sales of PRF-110, should it receive marketing approval;
|
•
|
the costs of preparing, filing and prosecuting patent applications, maintaining, defending and enforcing our intellectual property rights and defending intellectual property-related claims;
|
•
|
our ability to establish strategic collaborations, licensing or other arrangements and the financial terms of any such agreements, including the timing and amount of any future milestone, royalty or other
payments due under any such agreement;
|
•
|
our headcount growth and associated costs as we expand our business operations and our research and development activities;
|
•
|
the costs of operating as a public company;
|
•
|
maintaining minimum shareholders’ equity requirements under the Nasdaq rules; and
|
•
|
fluctuations in inflation and interest in Israel and the United States, which may exacerbate the magnitude of the factors discussed above.
|
Three Months Ended March 31,
|
||||||||
(US$ thousands)
|
||||||||
2024
|
2023
|
|||||||
Net cash used in operating activities
|
(3,695
|
)
|
(1,952
|
)
|
||||
Net cash provided by (used in ) investing activities
|
(7
|
)
|
6,000
|
|||||
Net cash provided by financing activities
|
-
|
-
|
||||||
Effect of Exchange rate differences on cash, cash equivalents and restricted cash
|
-
|
(3
|
)
|
|||||
Increase (Decrease) in cash and cash equivalents and restricted cash
|
(3,702
|
)
|
4,045
|
|||||
Cash and cash equivalents and restricted cash, at the beginning of the year
|
8,036
|
4,106
|
||||||
Cash and cash equivalents and restricted cash, at the end of the year
|
4,334
|
8,151
|
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