Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

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

 

For the quarterly period ended August 31, 2019

 

OR

 

[_] 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 0-22182

 

PATRIOT SCIENTIFIC CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of

incorporation or organization)

84-1070278

(I.R.S. Employer Identification No.)

 

2038 Corte Del Nogal, Suite 141, Carlsbad, California

(Address of principal executive offices)

92011

(Zip Code)

 

(Registrant’s telephone number, including area code): (760) 795-8517

 

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

 

Title of each class   Trading Symbol   Name of each exchange on which registered
None   None   None

 

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 [X ] NO [_]

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES [X] 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.

 

Large accelerated filer [_] Accelerated filer [_]
Non-accelerated filer [_]  Smaller reporting company [X]
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 [X]

 

On October 10, 2019, 401,392,948 shares of common stock, par value $0.00001 per share were outstanding.

 

 

 

 

     

 

 

INDEX

 

 

 

 

 

Page

PART I. FINANCIAL INFORMATION  
ITEM 1. Financial Statements  
Condensed consolidated Balance Sheets as of August 31, 2019 (unaudited) and May 31, 2019 3
Condensed consolidated Statements of Operations for the three months ended August 31, 2019 and August 31, 2018 (unaudited) 4
Condensed consolidated Statements of Cash Flows for the three months ended August 31, 2019 and August 31, 2018 (unaudited) 5
Condensed consolidated Statements of Stockholders’ Equity for the three months ended August 31, 2019 and August 31, 2018 (unaudited) 6
Notes to condensed consolidated Financial Statements (unaudited) 7-17
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 18-26
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk 27
ITEM 4. Controls and Procedures 27

 

PART II. OTHER INFORMATION

 
ITEM 1. Legal Proceedings 28
ITEM 1A. Risk Factors 28
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds 28
ITEM 3. Defaults Upon Senior Securities 28
ITEM 4. Mine Safety Disclosures 28
ITEM 5. Other Information 28
ITEM 6. Exhibits 29
   
SIGNATURES 30

 

 

 

 

 

 

 

 

 

 

 

 

 

  2  

 

 

 

PART I- FINANCIAL INFORMATION

 

Item 1. Financial Statements

Patriot Scientific Corporation

Condensed Consolidated Balance Sheets

 

    August 31, 2019     May 31, 2019  
      (Unaudited)          
ASSETS                
Current assets:                
Cash and cash equivalents   $ 738,660     $ 787,086  
Restricted cash and cash equivalents     177,247       198,843  
Investments in marketable securities     500,000       750,000  
Prepaid expenses and other current assets     85,880       28,003  
Total current assets     1,501,787       1,763,932  
                 
Property and equipment, net     692       814  
Deferred income taxes     52,156       52,156  
Investment in affiliated company     63,549       107,861  
Total assets   $ 1,618,184     $ 1,924,763  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY                
Current liabilities:                
Accounts payable   $ 19,779     $ 8,868  
Accrued expenses and other     243,512       219,344  
Income taxes payable     1,600        
Total current liabilities     264,891       228,212  
Total liabilities     264,891       228,212  
                 
Commitments and contingencies            
                 
Stockholders’ equity:                
Preferred stock, $0.00001 par value; 5,000,000 shares authorized: none outstanding            
Common stock, $0.00001 par value: 600,000,000 shares authorized: 438,242,618 shares issued and 401,392,948 shares outstanding at August 31, 2019 and May 31, 2019     4,382       4,382  
Additional paid-in capital     77,444,062       77,444,062  
Accumulated deficit     (61,469,283 )     (61,126,025 )
Common stock held in treasury, at cost – 36,849,670 shares at August 31, 2019 and May 31, 2019     (14,625,868 )     (14,625,868 )
Total stockholders’ equity     1,353,293       1,696,551  
Total liabilities and stockholders’ equity   $ 1,618,184     $ 1,924,763  

 

See accompanying notes to unaudited condensed consolidated financial statements

 

 

 

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Patriot Scientific Corporation

Condensed Consolidated Statements of Operations

(Unaudited)

 

    Three months ended  
    August 31, 2019     August 31, 2018  
Operating expenses:                
Selling, general and administrative   $ 303,037     $ 203,481  
Total operating expenses     303,037       203,481  
                 
Other income (expense):                
Interest income     5,691       6,943  
Equity in loss of affiliated company     (44,312 )     (14,780 )
Total other expense, net     (38,621 )     (7,837 )
                 
Loss before income taxes     (341,658 )     (211,318 )
                 
Provision for income taxes     1,600       1,600  
                 
Net loss   $ (343,258 )   $ (212,918 )
                 
Basic and diluted loss per common share   $     $  
                 
Weighted average number of common shares outstanding – basic     398,548,318       398,548,318  
                 
Weighted average number of common shares outstanding – diluted     398,548,318       398,548,318  

 

See accompanying notes to unaudited condensed consolidated financial statements

 

 

 

 

 

 

 

 

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Patriot Scientific Corporation

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

    Three months ended  
    August 31, 2019     August 31, 2018  
Operating activities:                
Net loss   $ (343,258 )   $ (212,918 )
Adjustments to reconcile net loss to net cash used in operating activities:                
Depreciation     122       122  
Equity in loss of affiliated company     44,312       14,780  
Changes in operating assets and liabilities:                
Prepaid expenses and other current assets     (57,877 )     (55,813 )
Income taxes payable     1,600       1,600  
Accounts payable, accrued expenses and other     35,079       (8,096 )
Net cash used in operating activities     (320,022 )     (260,325 )
                 
Investing activities:                
Proceeds from sales of marketable securities     500,000        
Purchases of marketable securities     (250,000 )      
Net cash provided by investing activities     250,000        
                 
Net decrease in cash, cash equivalents, and restricted cash and cash equivalents     (70,022 )     (260,325 )
Cash, cash equivalents, and restricted cash and cash equivalents, beginning of period     985,929       2,319,449  
Cash, cash equivalents, and restricted cash and cash equivalents, end of period   $ 915,907     $ 2,059,124  
                 
Reconciliation of cash, cash equivalents, and restricted cash and cash equivalents at end of period:                

Cash and cash equivalents

  $ 738,660     $ 2,037,537  
Restricted cash and cash equivalents     177,247       21,587  
    $ 915,907     $ 2,059,124  

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 

 

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Patriot Scientific Corporation

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)

 

 

For the three months ended August 31, 2018                              
    Common Stock     Additional
Paid-in
    Accumulated     Treasury     Total
Stockholders’
 
    Shares     Amounts     Capital     Deficit     Stock     Equity  
Balance, May 31, 2018     401,392,948     $ 4,382     $ 77,444,062     $ (60,327,562 )   $ (14,625,868 )   $ 2,495,014  
Net loss                       (212,918 )           (212,918 )
Balance, August 31, 2018     401,392,948     $ 4,382     $ 77,444,062     $ (60,540,480 )   $ (14,625,868 )   $ 2,282,096  

 

 

 

 

For the three months ended August 31, 2019                              
    Common Stock     Additional
Paid-in
    Accumulated     Treasury     Total
Stockholders’
 
    Shares     Amounts     Capital     Deficit     Stock     Equity  
Balance, May 31, 2019     401,392,948     $ 4,382     $ 77,444,062     $ (61,126,025 )   $ (14,625,868 )   $ 1,696,551  
Net loss                       (343,258 )           (343,258 )
Balance, August 31, 2019     401,392,948     $ 4,382     $ 77,444,062     $ (61,469,283 )   $ (14,625,868 )   $ 1,353,293  

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 

 

 

 

 

 

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Patriot Scientific Corporation

Notes to Unaudited Condensed Consolidated Financial Statements

 

1. Basis of Presentation and Summary of Significant Accounting Policies

 

The unaudited condensed consolidated financial statements of Patriot Scientific Corporation (the “Company”, “PTSC”, “Patriot”, “we”, “us” or “our”) presented herein have been prepared pursuant to the rules of the Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America. These unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto included in our Report on Form 10-K for our fiscal year ended May 31, 2019.

 

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. In the opinion of management, the interim condensed consolidated financial statements reflect all adjustments of a normal recurring nature necessary for a fair presentation of the results for the interim period presented. Operating results for the three month period ended August 31, 2019 are not necessarily indicative of the results that may be expected for the year ending May 31, 2020.

 

Basis of Consolidation

 

The condensed consolidated balance sheets at August 31, 2019 and May 31, 2019 include our accounts and those of our inactive subsidiary Patriot Data Solutions Group, Inc. (“PDSG”) which includes Crossflo Systems, Inc. (“Crossflo”). The condensed consolidated statements of operations, cash flows and stockholders’ equity for the three months ended August 31, 2019 and 2018 include our accounts and those of our inactive subsidiaries: PDSG and Plasma Scientific Corporation (“Plasma”). We dissolved Plasma in March 2018. All significant intercompany accounts and transactions have been eliminated.

 

Liquidity and Management’s Plans

 

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. At August 31, 2019, the Company has an accumulated deficit of $61,469,283, and has incurred recurring losses and used significant amounts of cash in its operations. As of August 31, 2019, the Company had cash and cash equivalents and marketable securities of approximately $1,239,000 and working capital of approximately $1,237,000. Our only significant potential source of cash is PDS. PDS has not generated significant license revenues since September 2013. Therefore, our ability to continue and expand our operations is highly dependent on the amount of cash and cash equivalents and marketable securities on hand combined with our ability to raise additional capital to fund future operations. We anticipate, based on currently proposed plans and assumptions that our cash on hand will not satisfy our operational and capital requirements through twelve months from the date of filing on this Form 10-Q.

 

Cash shortfalls currently experienced by PDS will have an adverse effect on our liquidity. To date, we have determined that it is in the best interests of the Moore Microprocessor Patent (“MMP”) licensing program that we provide our 50% share of capital to provide for PDS expenses including legal retainers and litigation related payments in the event license revenues received by PDS are insufficient to meet these needs. We believe contributions to PDS to fund working capital may be required.

 

PDS had been incurring significant third-party costs for legal fees, expert testimony, depositions and other related litigation costs. We could be required to make capital contributions to PDS for any future litigation related costs in the event that PDS does not receive sufficient licensing revenues to pay these expenses.

 

 

 

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Patriot Scientific Corporation

Notes to Unaudited Condensed Consolidated Financial Statements

 

PDS is currently pursuing a litigation strategy, which includes the filing, on September 6, 2019, a petition for a writ of certiorari with the Supreme Court of the United States in regards to a decision by the United States Court of Appeals for the Federal Circuit, stemming from litigation in U.S. District Court against multiple companies alleged to be infringers of the MMP portfolio. We continue to believe that the significant investment in legal effort and costs incurred to date at PDS is necessary for the protection of our interests in the MMP portfolio and its future success, although to date it has generated mixed results.

 

On March 20, 2013, TPL filed a petition under Chapter 11 of the United States Bankruptcy Code. On March 5, 2018, TPL’s Motion for Entry of Final Decree Closing Chapter 11 was granted. In the event we are required to provide funding to PDS that is not reciprocated by TPL, our ownership percentage in PDS will increase and we will have a controlling financial interest in PDS, in which case, we will consolidate PDS in our consolidated financial statements.

 

On April 12, 2019, we entered into an agreement with Artius Bioconsulting LLC, (“Artius”), to evaluate the potential of establishing a company that develops a platform that could be implemented throughout the drug development process utilizing blockchain technologies. We are anticipating receiving shortly a feasibility report with its analysis. In the event the next steps in the development of a blockchain based business are undertaken, it is expected that funding from external sources will be required.

 

There are a number of uncertainties associated with our financial projections that could increase our projected expenses, which would further accelerate cash usage. Additionally, if we are unable to realize satisfactory cash from operations in the near future, we will be required to seek additional financing to continue our operations. We will also require additional financing to develop or acquire new lines of business. We have no current arrangements with respect to any additional financing. Consequently, there can be no assurance that any additional financing on commercially reasonable terms, or at all, will be available when needed. The inability to obtain additional capital may reduce our ability to continue to conduct business operations. Any additional equity financing may involve substantial dilution to our then existing stockholders. The above matters raise substantial doubt regarding our ability to continue as a going concern.

 

Investment in Affiliated Companies

 

We have a 50% interest in PDS. We account for our investment using the equity method of accounting since the investment provides us the ability to exercise significant influence, but not control, over the investee. Significant influence is generally deemed to exist if we have an ownership interest in the voting stock of the investee of between 20% and 50%, although other factors, such as representation on the investee’s Board of Directors, are considered in determining whether the equity method of accounting is appropriate. Under the equity method of accounting, the investment, originally recorded at cost, is adjusted to recognize our share of net earnings or losses of the investee and is recognized in the condensed consolidated statements of operations in the caption “Equity in earnings (loss) of affiliated company” and also is adjusted by contributions to and distributions from PDS.

 

PDS, as an unconsolidated equity investee, recognizes revenue from technology license agreements at the time a contract is entered into, the license method is determined (paid-in-advance or on-going royalty), performance obligations under the license agreement are satisfied, and the realization of revenue is assured which is generally upon the receipt of the license proceeds. PDS may at times enter into license agreements whereby contingent revenues are recognized as one or more contractual milestones are met.

 

We review our investment in PDS to determine whether events or changes in circumstances indicate that the carrying amount may not be recoverable. The primary factors we consider in our determination are the financial condition, operating performance and near term prospects of PDS. If the decline in value is deemed to be other than temporary, we would recognize an impairment loss.

 

We own 100% of the preferred stock of Holocom (see Note 3). Prior to impairment, this investment was accounted for at cost since we do not have the ability to exercise significant influence over the operating and financial policies of Holocom.

 

 

 

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Patriot Scientific Corporation

Notes to Unaudited Condensed Consolidated Financial Statements

 

Income (Loss) Per Share

 

Basic income (loss) per share includes no dilution and is computed by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity.

 

At August 31, 2019 and 2018, potential common shares of 1,600,000 related to our outstanding options were not included in the calculation of diluted loss per share as we recorded a loss. Had we reported net income for the three months ended August 31, 2019 and 2018, no shares of common stock would have been included in the calculation of diluted income per share using the treasury stock method.

 

In connection with our acquisition of Crossflo, which became a part of PDSG, we issued 2,844,630 escrow shares that are contingent upon certain representations and warranties made by Crossflo at the time of the merger agreement (see Note 6). We exclude these escrow shares from the basic income (loss) per share calculations and would have included the escrowed shares in the diluted income per share calculations if we reported net income.

 

Income Taxes

 

We follow authoritative guidance in accounting for uncertainties in income taxes. This authoritative guidance prescribes a recognition threshold and measurement requirement for the financial statement recognition of a tax position that has been taken or is expected to be taken on a tax return and also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Under this guidance we may only recognize tax positions that meet a “more likely than not” threshold.

 

We follow authoritative guidance to evaluate whether a valuation allowance should be established against our deferred tax assets based on the consideration of all available evidence using a “more likely than not” standard. In making such judgments, significant weight is given to evidence that can be objectively verified. We assess our deferred tax assets annually under more likely than not scenarios in which they may be realized through future income.

 

With the exception for refundable alternative minimum tax (“AMT”) credits, we have determined that it was more likely than not that all of our deferred tax assets will not be realized in the future due to our continuing pre-tax and taxable losses. As a result of this determination, and with the exception for the aforementioned refundable tax credits, we have recorded a full valuation allowance against our deferred tax assets.

 

On December 22, 2017, the United States Government passed the Tax Cuts and Jobs Act (“Tax Cuts Act”) that, among other provisions, has lowered the corporate tax rate from 35% to 21%. In addition to applying the new lower corporate tax rate in 2018 and thereafter to any taxable income we may have, the legislation affects the way we can use and carryforward net operating losses previously accumulated and results in a revaluation of deferred tax assets and liabilities recorded on our condensed consolidated balance sheet. The Securities and Exchange Commission staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) which provides guidance regarding accounting for the income tax effects of the Tax Cuts Act, including the impact of the Tax Cuts Act on deferred tax assets and liabilities for financial statements issued in the reporting period that includes the enactment date of December 22, 2017. Given that our current deferred tax assets, with the exception of those representing certain refundable tax credits, are offset by a full valuation allowance, these changes had no net impact on our condensed consolidated balance sheet. However, if we become profitable, we will receive a reduced benefit from such deferred tax assets.

 

Assessment of Contingent Liabilities

 

We are involved in various legal matters, disputes, and patent infringement claims which arise in the ordinary course of our business. We accrue for any estimated losses at the time when we can make a reliable estimate of such loss and it is probable that it has been incurred. By their very nature, contingencies are difficult to estimate. We continually evaluate information related to all contingencies to determine that the basis on which we have recorded our estimated exposure is appropriate.

 

 

 

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Patriot Scientific Corporation

Notes to Unaudited Condensed Consolidated Financial Statements

 

Intellectual Property Rights

 

PDS, our investment in affiliated company, relies on a combination of patents, trademarks, copyrights, trade secret laws, confidentiality procedures and licensing arrangements to protect our intellectual property rights. We have seven U.S., nine European, and three Japanese patents all of which expired between August 2009 and October 2016. These patents, while expired, may have certain retrospective statutory benefits that will fully diminish six years after the patent expiration dates. The patent useful life for purposes of negotiating licenses is finite and these patents are subject to legal challenges, which in combination with the limited life, could adversely impact the stream of revenues. A successful challenge to the ownership of the technology or the proprietary nature of the intellectual property would materially damage business prospects. Any issued patent may be challenged and invalidated.

 

Recent Accounting Pronouncements

 

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”, as amended ("ASC 842"), which modifies lease accounting for lessees to increase transparency and comparability by recording lease assets and liabilities for operating leases and disclosing key information about leasing arrangements. ASU 2018-13 is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2018. The Company adopted ASC 842 effective June 1, 2019 using a modified retrospective method and will not restate comparative periods. As permitted under the transition guidance, the Company will carry forward the assessment of whether its contracts contain or are leases, classification of its leases and remaining lease terms. Implementation of this guidance did not have a material impact on the Company’s consolidated financial statements. We have elected the short-term lease recognition exemption for all applicable classes of underlying assets. Short-term leases include only those leases with a term greater than one month and twelve months or less. Short-term leases are not recorded on the consolidated balance sheet, and lease expense on short-term leases is recognized on a straight-line basis over the lease term. The Company elected the “practical expedient package” as permitted under ASC 842. Therefore, the Company has not reassessed whether any expired or existing contracts are, or contain, leases; the Company has not reassessed the lease classification for any expired or existing leases; and the Company has not reassessed initial direct costs for any expired or existing leases. The Company currently leases office space on a month-to-month basis.

 

In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”), which removes, modifies, and adds various disclosure requirements on fair value measurements in Topic 820. ASU 2018-13 is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted upon issuance of this update. An entity is permitted to early adopt any removed or modified disclosures upon issuance of this update and delay adoption of the additional disclosures until their effective date. The Company does not expect a significant impact from adopting this update on its consolidated financial statements.

 

2. Cash, Cash Equivalents and Restricted Cash

 

We follow authoritative guidance to account for our marketable securities as held-to-maturity. Under this authoritative guidance we are required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. We determine fair value based on quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the investment or valuations by third party professionals. The three levels of inputs that we may use to measure fair value are:

 

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

 

Level 2: Quoted prices in markets that are not active or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

 

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported by little or no market activity).

 

 

 

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Patriot Scientific Corporation

Notes to Unaudited Condensed Consolidated Financial Statements

 

The following tables detail the fair value measurements within the fair value hierarchy of our cash, cash equivalents and investments in marketable securities:

 

          Fair Value Measurements at August 31, 2019 Using  
    Fair Value at
August 31,
2019
    Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
    Significant Other
Observable
Inputs
(Level 2)
    Significant
Unobservable
Inputs
(Level 3)
 
Cash and cash equivalents:                                
Cash   $ 46,048     $ 46,048     $     $  
Money market funds     692,612       692,612              
Restricted cash and cash equivalents     177,247       177,247              
Investments in marketable securities:                                
Certificates of deposit     500,000             500,000        
Total   $ 1,415,907     $ 915,907     $ 500,000     $  

 

 

          Fair Value Measurements at May 31, 2019 Using  
    Fair Value at
May 31,
2019
    Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
    Significant Other
Observable
Inputs
(Level 2)
    Significant
Unobservable
Inputs
(Level 3)
 
Cash and cash equivalents:                                
Cash   $ 49,149     $ 49,149     $     $  
Money market funds     237,937       237,937              
Certificates of deposit     500,000             500,000        
Restricted cash and cash equivalents     198,843       198,843              
Investments in marketable securities:                                
Certificates of deposit     750,000             750,000        
Total   $ 1,735,929     $ 485,929     $ 1,250,000     $  

 

 

 

 

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Patriot Scientific Corporation

Notes to Unaudited Condensed Consolidated Financial Statements

 

We purchase certificates of deposit with varying maturity dates. The following tables summarize the purchase date maturities, gross unrealized gains or losses and fair value of the certificates of deposit as of August 31, 2019 and May 31, 2019:

 

   

August 31, 2019

(Unaudited)

 
    Cost     Gross Unrealized Gains/(Losses)     Fair
Value
 
Maturity                  
Due in greater than three months   $ 500,000     $     $ 500,000  

 

 

    May 31, 2019  
    Cost     Gross Unrealized Gains/(Losses)     Fair
Value
 
Maturity                  
Due in three months or less   $ 500,000     $     $ 500,000  
Due in greater than three months     750,000             750,000  
    $ 1,250,000     $     $ 1,250,000  

 

3. Investment in Affiliated Companies

 

Phoenix Digital Solutions, LLC

 

On June 7, 2005, we entered into a Master Agreement (the “Master Agreement”) with TPL, and Charles H. Moore (“Moore”), the co-inventor of the technology which is the subject of the MMP portfolio of microprocessor patents, pursuant to which the parties resolved all legal disputes between them. Pursuant to the Master Agreement, we and TPL entered into the Limited Liability Company Operating Agreement of PDS (the “LLC Agreement”) into which we and Moore contributed our rights to certain of our technologies.

 

We and TPL each own 50% of the membership interests of PDS, and each member has the right to appoint one member of the three-member management committee. The two appointees are required to select a mutually acceptable third member of the management committee. There had not been a third management committee member since May 2010; however, as a result of our initiation of arbitration seeking the appointment of a third member, on December 16, 2014, an independent manager to the PDS management committee was selected by the arbitrator. Pursuant to the LLC Agreement, we and TPL initially agreed to establish a working capital fund for PDS of $4,000,000, of which our contribution was $2,000,000. The working capital fund was increased to a maximum of $8,000,000 as license revenues are achieved. We and TPL are obligated to fund future working capital requirements at the discretion of the management committee of PDS in order to maintain working capital of not more than $8,000,000. If the management committee determines that additional capital is required, neither we nor TPL are required to contribute more than $2,000,000 in any fiscal year. No such contributions were made during the three months ended August 31, 2019 and 2018. Distributable cash and allocation of profits and losses have been allocated to the members in the priority defined in the LLC Agreement.

 

On July 11, 2012, we entered into the Program Agreement with PDS, TPL, and Alliacense, and an Agreement (the “TPL Agreement”) with TPL. Pursuant to the Program Agreement, PDS engaged Alliacense to negotiate MMP portfolio licenses and to pursue claims against violators of the MMP portfolio on behalf of PDS, TPL, and the Company. The Program Agreement continued through the useful life of the MMP portfolio patents. Pursuant to the TPL Agreement, we and TPL agreed to certain allocations of obligations in connection with the engagement of Alliacense. On July 24, 2014, the Program Agreement was amended with PDS and Alliacense entering into the Amended Alliacense Services and Novation Agreement (the “Novation Agreement”). Pursuant to the Novation Agreement certain performance goals and incentives were established for Alliacense. The Novation Agreement also provided for the addition of a second licensing company, which was engaged on October 10, 2014, to complement the MMP licensing commercialization. However, Alliacense fulfilled only a portion of its obligations under the Novation Agreement associated with the deployment of the second licensing company and on May 11, 2015, Alliacense was terminated by PDS.

 

 

 

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Patriot Scientific Corporation

Notes to Unaudited Condensed Consolidated Financial Statements

 

On August 10, 2016, PDS entered into an agreement with Alliacense and MMP Licensing, LLC to settle matters relating to Alliacense’s non-performance under terms of the Novation Agreement. The August 10, 2016 agreement required Alliacense to provide PDS’s second licensing company, Dominion Harbor Group (“DHG”), with certain materials and to cooperate with reasonable discovery requests relating to infringement litigation in the U.S. District Court for the Northern District of California. MMP Licensing, LLC will provide commercialization services to PDS for the MMP portfolio with respect to certain companies. PDS and Alliacense have agreed to cause the arbitration between the parties to be dismissed with prejudice. The August 10, 2016 agreement, and the agreement retaining DHG as PDS’s second licensing company, will both expire on October 4, 2022. Terms of the settlement agreement required PDS to pay Alliacense $84,000 within 24 hours after delivery of materials to PDS’s second licensing agent and to pay Alliacense $84,000 out of subsequent recoveries. PDS paid Alliacense $84,000 on each of August 11, 2016 and October 3, 2016.

 

During January 2013, TPL and Moore settled their litigation. Terms of the settlement included the payment by PDS to Moore of a consulting fee of $250,000 for four years or until the completion of all outstanding MMP litigation whichever came first. Per terms of the agreement, PDS paid Moore $150,000 on the settlement date and paid Moore $16,667 per month from August 2013 through January 2014 and $20,833 per month beginning February 2014 through January 2017.

  

Based on our analysis of current authoritative accounting guidance with respect to our investment in PDS, we continue to account for our investment in PDS under the equity method of accounting, and accordingly have recorded our share of PDS’s net loss during the three months ended August 31, 2019 and 2018 of $44,312 and $14,780, respectively, as a decrease in our investment as “Equity in loss of affiliated company” in the accompanying condensed consolidated statements of operations.

 

On March 20, 2013, TPL filed a petition under Chapter 11 of the United States Bankruptcy Code. On March 5, 2018, TPL’s Motion for Entry of Final Decree Closing Chapter 11 was granted. In the event we are required to provide funding to PDS that is not reciprocated by TPL, our ownership percentage in PDS will increase and we will have a controlling financial interest in PDS, in which case, we will consolidate PDS in our condensed consolidated financial statements. If we determine that it is appropriate to consolidate PDS, we would measure the assets, liabilities and noncontrolling interests of PDS at their fair values at the date that we have the controlling financial interest.

 

PDS’s balance sheets at August 31, 2019 and May 31, 2019 and statements of operations for the three months ended August 31, 2019 and 2018 are as follows:

 

Balance Sheets

 

Assets:

 

    August 31, 2019     May 31, 2019  
      (Unaudited)          
                 
Cash   $ 234,758     $ 237,655  
Total assets   $ 234,758     $ 237,655  

 

 

 

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Patriot Scientific Corporation

Notes to Unaudited Condensed Consolidated Financial Statements

 

Liabilities and Members’ Equity:

 

      August 31, 2019       May 31, 2019  
      (Unaudited)          
                 
Payables   $ 107,661     $ 21,933  
Members’ equity     127,097       215,722  
Total liabilities and members’ equity   $ 234,758     $ 237,655  

 

Statements of Operations

 

   

Three Months Ended

August 31,

 
    2019     2018  
    (Unaudited)     (Unaudited)  
                 
Expenses   $ 88,625     $ 29,559  
Net loss   $ (88,625 )     (29,559 )

 

We review our investment in PDS to determine whether events or changes in circumstances indicate that the carrying amount may not be recoverable. The primary factors we consider in our determination are the financial condition, operating performance and near term prospects of PDS. If a decline in value is deemed to be other than temporary, we would recognize an impairment loss.

 

Holocom, Inc.

 

We currently own 2,100,000 shares of preferred stock, equivalent to an approximate 46% ownership interest on an after converted basis, in Holocom, Inc. (“Holocom”), a California corporation that manufactures products that protect information transmitted over secure networks. The shares are convertible at our option into shares of Holocom’s common stock on a one-to-one basis. The preferred stock entitles us to receive non-cumulative dividends at the per annum rate of $0.04 per share, when and if declared by the Board of Directors of Holocom, as well as a liquidation preference of $0.40 per share, plus an amount equal to all declared but unpaid dividends.

 

In 2010, we determined that the inability of Holocom to meet its business plan, raise capital, and the general economic environment were indicators of impairment on our investment and we wrote-off our cost basis investment in Holocom. At August 31, 2019 and May 31, 2019, our investment in Holocom was valued at $0.

 

4. Income Taxes

 

On December 22, 2017, the United States Government passed the Tax Cuts and Jobs Act (“Tax Cuts Act”) that, among other provisions, has lowered the corporate tax rate from 35% to 21%. In addition to applying the new lower corporate tax rate in 2018 and thereafter to any taxable income we may have, the legislation affects the way we can use and carryforward net operating losses previously accumulated and results in a revaluation of deferred tax assets and liabilities recorded on our condensed consolidated balance sheet. The Securities and Exchange Commission staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) which provides guidance regarding accounting for the income tax effects of the Tax Cuts Act, including the impact of the Tax Cuts Act on deferred tax assets and liabilities for financial statements issued in the reporting period that includes the enactment date of December 22, 2017. Given that our current deferred tax assets, with the exception of those representing certain refundable tax credits, are offset by a full valuation allowance, these changes had no net impact on our condensed consolidated balance sheet. However, if we become profitable, we will receive a reduced benefit from such deferred tax assets.

 

 

 

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Patriot Scientific Corporation

Notes to Unaudited Condensed Consolidated Financial Statements

 

5. Stockholders’ Equity

 

Share-based Compensation

 

Summary of Assumptions and Activity

 

The fair value of share-based awards to employees and directors is calculated using the Black-Scholes option pricing model, even though this model was developed to estimate the fair value of freely tradable, fully transferable options without vesting restrictions, which differ significantly from our stock options.

 

The Black-Scholes model also requires subjective assumptions, including future stock price volatility and expected time to exercise, which greatly affect the calculated values. The expected term of options granted is derived from historical data on employee exercises and post-vesting employment termination behavior. The risk-free rate selected to value any particular grant is based on the U.S. Treasury rate that corresponds to the pricing term of the grant effective as of the date of the grant. The expected volatility is based on the historical volatilities of our common stock. These factors could change in the future, affecting the determination of share-based compensation expense in future periods.

 

A summary of option activity as of August 31, 2019 and changes during the three months then ended, is presented below:

 

    Shares     Weighted Average Exercise Price     Weighted Average Remaining Contractual Term (Years)     Aggregate Intrinsic Value  
Options outstanding at June 1, 2019     1,600,000     $ 0.03                  
Options granted         $                  
Options exercised         $                  
Options forfeited/expired         $                  
Options outstanding at August 31, 2019     1,600,000     $ 0.03       0.68     $  
Options vested and expected to vest at August 31, 2019     1,600,000     $ 0.03       0.68     $  
Options exercisable at August 31, 2019     1,600,000     $ 0.03       0.68     $  

 

The aggregate intrinsic value represents the differences in market price at the close of the quarter ($0.004 per share on August 31, 2019) and the exercise price of outstanding, in-the-money options (those options with exercise prices below $0.004 per share) on August 31, 2019.

 

6. Commitments and Contingencies

 

Litigation

 

Patent Litigation

 

We, TPL, and PDS (collectively referred to as “Plaintiffs”) are Plaintiffs in ongoing proceedings in the U.S. District Court for the Northern District of California where the Plaintiffs allege infringement of the US 5,809,336 patent (the “‘336 patent”) by: Huawei Technologies Co. Ltd., LG Electronics, Nintendo Co. Ltd., Samsung Electronics Co. Ltd., and ZTE Corporation (collectively referred to as the “Defendants”). This litigation is proceeding in front of District Court Judge Vince Chhabria.

 

 

 

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Patriot Scientific Corporation

Notes to Unaudited Condensed Consolidated Financial Statements

 

These ongoing proceedings relate to the proceedings filed by the Plaintiffs in February 2008 in the U.S. District Court for the Northern District of California alleging infringement of the US 5,440,749 patent (the “‘749 patent”), the US 5,530,890 patent (the “‘890 patent”) and the ‘336 patent against Amazon.com Inc., Barnes & Noble Inc., Garmin Ltd., Huawei Technologies Co. Ltd., Kyocera Corporation, LG Electronics, Nintendo Co. Ltd., Novatel Wireless Inc., Samsung Electronics Co. Ltd., Sierra Wireless Inc., and ZTE Corporation. We have settled with all defendants except those named in the first paragraph to this footnote. On September 18, 2015, a Markman hearing was held before U.S. Magistrate Judge Grewal and, on September 22, 2015, he issued a claim construction report and recommendation. On September 25, 2015, as a result of the claim construction report and recommendation, Plaintiffs and defendants, with the exception of Huawei Technologies Co. Ltd., (“Huawei”) agreed to stay all proceedings pending resolution of Plaintiffs’ objections to the claim construction report and recommendation. Plaintiffs further stipulated that, under the claim construction provided by the report and recommendation, defendants’ products do not infringe the ‘336 patent, and, in the event that the Court does not materially modify the claim construction, Plaintiffs and defendants ask that the Court enter a final judgment of non-infringement. After Plaintiffs and Huawei filed opposing letter briefs with the Court, U.S. Magistrate Judge Grewal stayed the action against Huawei pending resolution of Plaintiffs’ objections to the claim construction. On October 6, 2015, Plaintiffs filed objections to the claim construction with District Court Judge Chhabria. Judge Chhabria rejected those objections on November 9, 2015. Based on that order, the parties stipulated to a judgment of non-infringement as to the ‘336 patent and such judgment was entered on November 13, 2015.

 

On December 7, 2015, Plaintiffs filed notices of appeal with the U.S. Federal Circuit appealing the district court’s claim construction. Plaintiffs filed their opening appellate brief on March 10, 2016. Defendants filed their response brief on May 23, 2016, with Plaintiffs filing their reply brief on June 23, 2016. On March 3, 2017, the U.S. Court of Appeals for the Federal Circuit rendered its decision modifying the claim construction that was issued in September 2016 by the U.S. District Court for the Northern District of California and has remanded the matter to the District Court for further proceedings.

 

On May 23, 2017, a case management conference was held in front of District Court Judge Chhabria, who ordered that Plaintiffs amend their infringement contentions on or before June 16, 2017. Judge Chhabria further ordered that Defendants submit any motion for summary judgment based on the amended infringement contentions and the modified claim construction by August 1, 2017. On June 5, 2017, the law firm of Banys, P.C., who had served as local counsel for PDS, withdrew as counsel. PDS continued to be represented by the law firm of Nelson Bumgardner, P.C. On June 16, 2017, Plaintiffs timely amended their infringement contentions. On July 13, 2017, all remaining counsel for each of Patriot, TPL, and PDS moved to withdraw as counsel and further moved to extend all currently pending case deadlines by 60 days for Plaintiffs to seek new counsel.

 

On September 13, 2017, the law firm of Bunsow De Mory LLP was entered before the U.S. District Court for the Northern District of California as successor counsel in representation of Patriot, PDS, and TPL.

 

The Defendants moved for summary judgment of non-infringement on September 29, 2017, and the Court held a hearing on Defendants’ motion on November 30, 2017. The Court granted Defendants’ motion and entered judgment of non-infringement on December 13, 2017.

 

Defendant Samsung submitted a bill of costs seeking $30,170 in taxable costs in the underlying district court proceedings; Plaintiffs filed an objection to significant portions of that request. On March 1, 2018, the Clerk of the District Court taxed costs in the amount $829.

 

Plaintiffs filed notices of appeal in these district court matters on January 5, 2018. The appeals were docketed and consolidated under lead case No. 18-1439, captioned as Technology Properties Limited v. Huawei Technologies Co., Ltd in the United States Court of Appeals for the Federal Circuit. Oral argument proceeded on February 4, 2019. The Court affirmed the lower court’s determination without written opinion pursuant to Federal Circuit Rule 36 on February 6, 2019. Plaintiffs filed a Petition for Rehearing En Banc on March 8, 2019 which was denied by the Court on April 10, 2019.

 

On September 6, 2019, Plaintiffs filed a petition for a writ of certiorari with the Supreme Court of the United States as a result of the United States Court of Appeals outcome.

 

 

 

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Patriot Scientific Corporation

Notes to Unaudited Condensed Consolidated Financial Statements

 

Employment Contracts

 

In connection with Mr. Flowers’ appointment as the Chief Financial Officer, and commencing on September 17, 2007, we entered into an employment agreement with Mr. Flowers for an initial 120-day term if not terminated pursuant to the agreement, with an extension period of one year and on a continuing basis thereafter. On December 30, 2016, we entered into an amended and restated employment agreement with Mr. Flowers. Pursuant to the amended December 30, 2016 agreement, if Mr. Flowers is terminated without cause or resigns with good reason any time after two years of continuous employment, he is entitled to receive an amount equal to 1.25 times his annual base salary. Mr. Flowers is also entitled to certain payments upon a change of control of the Company if the surviving corporation does not retain him. All such payments are conditional upon the execution of a general release. Mr. Flowers resigned effective October 1, 2019 (see Note 7).

 

Guarantees and Indemnities

 

We have made certain guarantees and indemnities, under which we may be required to make payments to a guaranteed or indemnified party. We indemnify our directors, officers, employees and agents to the maximum extent permitted under the laws of the State of Delaware. The duration of the guarantees and indemnities varies, and in many cases is indefinite. These guarantees and indemnities do not provide for any limitation of the maximum potential future payments we could be obligated to make. Historically, we have not been obligated to make any payments for these obligations and no liabilities have been recorded for these guarantees and indemnities in the accompanying condensed consolidated balance sheets.

 

Escrow Shares

 

On August 31, 2009 we gave notice to the former shareholders of Crossflo and Union Bank of California (the “Escrow Agent”) under Section 2.5 of the Agreement and Plan of Merger between us and Crossflo (the “Agreement”), outlining damages incurred by us in conjunction with the acquisition of Crossflo, and seeking the return of 2,844,630 shares of our common stock held by the Escrow Agent. Subsequently, former shareholders of Crossflo representing a majority of the escrowed shares responded in protest to our claim, delaying the release of the escrowed shares until a formal resolution is reached. In the event we fail to prevail in our claim against the escrowed shares, we may be obligated to deposit into escrow approximately $256,000 of cash consideration due to the decline in our average stock price over the one year escrow period, calculated in accordance with the Section 2.5 of the Agreement. We have evaluated the potential for loss regarding our claim and believe that it is probable that the resolution of this issue will not result in a material obligation to the Company, although there is no assurance of this. Accordingly, we have not recorded a liability for this matter.

 

7. Subsequent Events

 

Mr. Clifford L. Flowers, Chief Financial Officer, Secretary, Treasurer and member of the Company’s Board of Directors, resigned his positions effective October 1, 2019. On October 3, 2019, our Board appointed Mr. Carlton Johnson Jr. as the Interim Chief Financial Officer on an interim basis. There were no known disagreements with Mr. Flowers regarding our operations, policies or practices.

 

In connection with his departure, Mr. Flowers entered into a Separation Agreement and General Release of All Claims as of with the Company (the “Release”). Pursuant to the Release, Mr. Flowers is entitled to receive severance payments equal to $327,750, less all appropriate federal and state tax withholding, which will be made in seven equal installments on the 30th of each month commencing on October 30, 2019 and ending April 30, 2020. The payments under the Release are in lieu of any rights under the employment agreement between Mr. Flowers and the Company. The Release also contains a mutual general release, confidentiality, non-disparagement and other covenants and agreements.

 

 

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

THE FOLLOWING DISCUSSION AND THE REST OF THIS QUARTERLY REPORT ON FORM 10-Q INCLUDES FORWARD-LOOKING STATEMENTS WITH RESPECT TO OUR FUTURE FINANCIAL PERFORMANCE. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CURRENTLY ANTICIPATED AND FROM HISTORICAL RESULTS DEPENDING UPON A VARIETY OF FACTORS, INCLUDING THOSE DESCRIBED BELOW UNDER THE SUB-HEADING, "RISK FACTORS". SEE ALSO OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED MAY 31, 2019.

 

Overview

 

In June 2005, we entered into a series of agreements with TPL and others to facilitate the pursuit of unlicensed users of our intellectual property. Over the years we, TPL and TPL’s affiliate, Alliacense, have entered into various agreements regarding licensing and litigation of the MMP portfolio. Pursuant to a July 2014 Novation Agreement with Alliacense PDS engaged a second licensing agent for the MMP portfolio in October 2014 and on May 11, 2015, PDS terminated Alliacense as licensing agent due to the inability of Alliacense to fulfill its obligations under the Novation Agreement. In August 2016, PDS and Alliacense entered into an agreement which requires Alliacense to: cooperate with reasonable discovery requests, provide support to litigation counsel, and deliver certain materials to PDS’s second licensing agent. Pursuant to the August 2016 agreement, MMP Licensing, LLC will provide MMP portfolio commercialization services to PDS for certain companies. PDS is currently pursuing a litigation strategy, which includes the filing of a petition for a writ of certiorari with the Supreme Court of the United States in regards to a decision by the United States Court of Appeals for the Federal Circuit, stemming from litigation in U.S. District Court against multiple companies alleged to be infringers of the MMP portfolio. We continue to believe that the significant investment in legal effort and costs incurred to date at PDS is necessary for the protection of our interests in the MMP portfolio.

 

Management expects to continue to incur significant legal expenses for the continued operation of PDS. PDS has been incurring significant costs pursuant to its litigation activity. We could be required to make capital contributions to PDS for any future litigation related costs in the event that PDS does not receive sufficient licensing revenues to pay these expenses.

 

On April 12, 2019, we entered into an agreement with Artius Bioconsulting LLC (“Artius”), to evaluate the potential of establishing a systems integration company that develops a blockchain based technology platform that could be implemented throughout the drug development process. We believe there is an opportunity to improve drug development through the use of blockchain, and believe blockchain technologies have the potential to be uniquely suited for creating efficiencies to improve how drugs are tested and developed, while ultimately leading to reduced costs. Pursuant to the agreement, Artius is performing research, analysis and reporting its findings in exchange for $151,000. We are anticipating receiving shortly a feasibility report with its analysis.

 

In the event we are required to provide funding to PDS that is not reciprocated by our joint venture partner TPL, our ownership percentage in PDS will increase and we will have a controlling financial interest in PDS, in which case, we will consolidate PDS in our condensed consolidated financial statements.

 

To the extent MMP portfolio license proceeds are insufficient; we expect working capital contributions may need to be made to PDS in the future. Cash shortfalls currently experienced by PDS will have an adverse effect on our liquidity. To date, we have determined that it is in the best interests of the MMP licensing program that we contribute our 50% share of additional capital to PDS in the event license revenues received by PDS are insufficient.

 

On October 10, 2019, PDS’s cash balance was $71,009. Management’s plans for the continued operation of PDS rely on the ability of PDS to obtain license agreements to cover its operational costs. PDS has experienced a decline in licensing revenues and has not obtained significant license revenues since September 2013 and it is unclear when any additional licensing revenues may be generated.

 

 

 

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Critical Accounting Policies and Estimates

 

Our condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, which require us to make estimates and judgments that significantly affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Actual results could differ from those estimates, and such differences could affect the results of operations reported in future periods. We believe the following critical accounting policies affect our most significant estimates and judgments used in the preparation of our condensed consolidated financial statements.

  

1. Investments in Marketable Securities

 

We classify our investments in marketable securities in certificates of deposit at the time of purchase as held-to-maturity and reevaluate such classifications at each balance sheet date. Held-to-maturity investments consist of securities that we have the intent and ability to retain until maturity. These securities are recorded at cost and adjusted for the amortization of premiums and discounts, which approximates fair value. Cash inflows and outflows related to the sale and purchase of investments are classified as investing activities in our condensed consolidated statements of cash flows.

 

2. Investment in Affiliated Companies

 

We have a 50% interest in PDS. We account for our investment using the equity method of accounting since the investment provides us the ability to exercise significant influence, but not control, over the investee. Significant influence is generally deemed to exist if we have an ownership interest in the voting stock of the investee of between 20% and 50%, although other factors, such as representation on the investee’s Board of Directors, are considered in determining whether the equity method of accounting is appropriate. Under the equity method of accounting, the investment, originally recorded at cost, is adjusted to recognize our share of net earnings or losses of the investee and is recognized in the condensed consolidated statements of operations in the caption “Equity in loss of affiliated company” and also is adjusted by contributions to and distributions from PDS.

 

PDS, as an unconsolidated equity investee, recognizes revenue from technology license agreements at the time a contract is entered into, the license method is determined (paid-in-advance or on-going royalty), performance obligations under the license agreement are satisfied, and the realization of revenue is assured, which is generally upon the receipt of the license proceeds. PDS may at times enter into license agreements whereby contingent revenues are recognized as one or more contractual milestones are met.

 

We review our investment in PDS to determine whether events or changes in circumstances indicate that the carrying amount may not be recoverable. The primary factors we consider in our determination are the financial condition, operating performance and near term prospects of PDS. If a decline in value is deemed to be other than temporary, we would recognize an impairment loss.

 

We own 100% of the preferred stock of Holocom. Prior to impairment, this investment was accounted for at cost since we did not have the ability to exercise significant influence over the operating and financial policies of Holocom.

 

3. Income Taxes

 

We follow authoritative guidance in accounting for uncertainties in income taxes. This authoritative guidance prescribes a recognition threshold and measurement requirement for the financial statement recognition of a tax position that has been taken or is expected to be taken on a tax return and also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Under this guidance we may only recognize tax positions that meet a “more likely than not” threshold.

 

We follow authoritative guidance to evaluate whether a valuation allowance should be established against our deferred tax assets based on the consideration of all available evidence using a “more likely than not” standard. In making such judgments, significant weight is given to evidence that can be objectively verified. We are assessing our deferred tax assets under more likely than not scenarios in which they may be realized through future income.

 

 

 

  19  

 

 

With the exception for refundable alternative minimum tax (“AMT”) credits, we have determined that it was more likely than not that all of our deferred tax assets will not be realized in the future due to our continuing pre-tax and taxable losses. As a result of this determination, and with the exception for the aforementioned refundable tax credits, we have recorded a full valuation allowance against our deferred tax assets.

 

On December 22, 2017, the United States Government passed new tax legislation that, among other provisions, lowered the corporate tax rate from 35% to 21%. In addition to applying the new lower corporate tax rate in 2018 and thereafter to any taxable income we may have, the legislation affects the way we can use and carryforward net operating losses previously accumulated and results in a revaluation of deferred tax assets and liabilities recorded on our condensed consolidated balance sheet. Given that our current deferred tax assets, with the exception of those representing certain refundable tax credits, are offset by a full valuation allowance, these changes had no net impact on our condensed consolidated balance sheet. However, if we become profitable, we will receive a reduced benefit from such deferred tax assets.

  

4. Assessment of Contingent Liabilities

 

We are involved in various legal matters, disputes, and patent infringement claims which arise in the ordinary course of our business. We accrue for any estimated losses at the time when we can make a reliable estimate of such loss and it is probable that it has been incurred. By their very nature, contingencies are difficult to estimate. We continually evaluate information related to all contingencies to determine that the basis on which we have recorded our estimated exposure is appropriate.

 

Results of Operations

 

Comparison of the Three Months Ended August 31, 2019 and Three Months Ended August 31, 2018.

 

    Three months ended  
    August 31, 2019     August 31, 2018  
Selling, general and administrative   $ 303,037     $ 203,481  

 

Selling, general and administrative expenses increased from approximately $203,000 for the three months ended August 31, 2018 to approximately $303,000 for the three months ended August 31, 2019. The increase consisted primarily of approximately $93,000 attributable to the Artius feasibility study.

 

    Three months ended  
    August 31, 2019     August 31, 2018  
Other income (expense):                
Interest income   $ 5,691     $ 6,943  
Equity in loss of affiliated company     (44,312 )     (14,780 )
Total other expense, net   $ (38,621 )   $ (7,837 )

 

Other income and expense for the three months ended August 31, 2019 and 2018, which includes equity in the loss of affiliated company, PDS, was approximately $(39,000) and $(8,000), respectively. Our investment in PDS is accounted for in accordance with the equity method of accounting for investments. The increase in the equity in the loss of PDS is due to the increase in PDS legal costs associated with the filing of the writ of certiorari with the Supreme Court of the United States.

 

    Three months ended  
    August 31, 2019     August 31, 2018  
Loss before income taxes   $ (341,658 )   $ (211,318 )

 

Loss before income taxes increased from approximately $(211,000) for the three months ended August 31, 2018 to approximately $(342,000) for the three months ended August 31, 2019 due to increases in both “Selling, general and administrative” and “Total other expense, net” as discussed above.

 

 

 

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Provision for income taxes

 

During the each of the three months ended August 31, 2019 and August 31, 2018, we recorded a provision for income taxes related to California taxes of $1,600.

 

Net loss

 

Net loss increased from approximately $(213,000) for the three months ended August 31, 2018 to approximately $(343,000) for the three months ended August 31, 2019 due to increases in “Selling, general and administrative” and “Total other expense, net”, as discussed above.

 

Liquidity and Capital Resources

 

Liquidity

 

Our cash and cash equivalents and marketable security balances decreased from approximately $1,537,000 as of May 31, 2019 to approximately $1,239,000 as of August 31, 2019. We also have restricted cash of approximately $199,000 and $177,000 as of May 31, 2019 and August 31, 2019, respectively. Total current assets decreased from approximately $1,764,000 as of May 31, 2019 to approximately $1,502,000 as of August 31, 2019. Total current liabilities were approximately $228,000 and $265,000 as of May 31, 2019 and August 31, 2019, respectively. The change in our working capital position as of August 31, 2019 as compared with May 31, 2019 is primarily due to the inability of PDS to generate revenues and provide partnership distributions sufficient to cover our operating expenses.

  

Cash shortfalls currently experienced by PDS will have an adverse effect on our liquidity. To date, we have determined that it is in the best interests of the Moore Microprocessor Patent (“MMP”) licensing program that we provide our 50% share of capital to provide for PDS expenses including legal retainers and litigation related payments in the event license revenues received by PDS are insufficient to meet these needs. We believe contributions to PDS to fund working capital may be required.

 

PDS had been incurring significant third-party costs for legal fees, expert testimony, depositions and other related litigation costs. We could be required to make capital contributions to PDS for any future litigation related costs in the event that PDS does not receive sufficient licensing revenues to pay these expenses.

 

PDS is currently pursuing a litigation strategy, which includes the filing on September 6, 2019 a petition for a writ of certiorari with the Supreme Court of the United States in regards to a decision by the United States Court of Appeals for the Federal Circuit, stemming from litigation in U.S. District Court against multiple companies alleged to be infringers of the MMP portfolio. We continue to believe that the significant investment in legal effort and costs incurred to date at PDS is necessary for the protection of our interests in the MMP portfolio and its future success, although to date it has generated mixed results.

 

On March 20, 2013, TPL filed a petition under Chapter 11 of the United States Bankruptcy Code. On March 5, 2018, TPL’s Motion for Entry of Final Decree Closing Chapter 11 was granted. In the event we are required to provide funding to PDS that is not reciprocated by TPL, our ownership percentage in PDS will increase and we will have a controlling financial interest in PDS, in which case, we will consolidate PDS in our consolidated financial statements.

 

On April 12, 2019, we entered into an agreement with Artius Bioconsulting LLC, (“Artius”), to evaluate the potential of establishing a company that develops a platform that could be implemented throughout the drug development process utilizing blockchain technologies. We are anticipating receiving shortly a feasibility report with its analysis. In the event the next steps in the development of a blockchain based business are undertaken, it is expected that funding from external sources will be required.

 

There are a number of uncertainties associated with our financial projections that could increase our projected expenses, which would further accelerate cash usage. Additionally, if we are unable to realize satisfactory cash from operations in the near future, we will be required to seek additional financing to continue our operations. We will also require additional financing to develop or acquire new lines of business. We have no current arrangements with respect to any additional financing. Consequently, there can be no assurance that any additional financing on commercially reasonable terms, or at all, will be available when needed. The inability to obtain additional capital may reduce our ability to continue to conduct business operations. Any additional equity financing may involve substantial dilution to our then existing stockholders. The above matters raise substantial doubt regarding our ability to continue as a going concern.

 

 

 

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Cash Flows From Operating Activities

 

Cash used in operating activities was approximately $320,000 and $260,000 for the three months ended August 31, 2019 and 2018, respectively. The principal components of the current period amount were a net loss of approximately $343,000, and an increase in prepaid expenses and other current assets of approximately $58,000, offset by the equity in loss of affiliated company of approximately $44,000 and an increase in accounts payable and accrued expenses of approximately $35,000. The principal components of the prior period were a net loss of approximately $213,000, and an increase in prepaid expenses and other current assets of approximately $56,000 and a decrease in accounts payable and accrued expenses of approximately $8,000, offset by the equity in loss of affiliated company of approximately $15,000.

 

Cash Flows From Investing Activities

 

Cash provided by investing activities for the three months ended August 31, 2019 was $250,000, attributable to the net sale of marketable securities. No cash was provided or used in investing activities for the three months ended August 31, 2018.

 

Capital Resources

 

The condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. At August 31, 2019, the Company has an accumulated deficit of $61,469,283, and has incurred recurring losses and used significant amounts of cash in its operations. As of August 31, 2019, the Company had cash and cash equivalents and marketable securities of approximately $1,239,000 and working capital of approximately $1,237,000. Our only significant potential source of cash is PDS. PDS has not generated significant license revenues since September 2013. Therefore, our ability to continue and expand our operations is highly dependent on the amount of cash and cash equivalents and marketable securities on hand combined with our ability to raise additional capital to fund future operations. We anticipate, based on currently proposed plans and assumptions that our cash on hand will not satisfy our operational and capital requirements through twelve months from the date of filing on this Form 10-Q.

 

Recent Accounting Pronouncements

 

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”, as amended ("ASC 842"), which modifies lease accounting for lessees to increase transparency and comparability by recording lease assets and liabilities for operating leases and disclosing key information about leasing arrangements. ASU 2018-13 is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2018. The Company adopted ASC 842 effective June 1, 2019 using a modified retrospective method and will not restate comparative periods. As permitted under the transition guidance, the Company will carry forward the assessment of whether its contracts contain or are leases, classification of its leases and remaining lease terms. Implementation of this guidance did not have a material impact on the Company’s consolidated financial statements. We have elected the short-term lease recognition exemption for all applicable classes of underlying assets. Short-term leases include only those leases with a term greater than one month and twelve months or less. Short-term leases are not recorded on the consolidated balance sheet, and lease expense on short-term leases is recognized on a straight-line basis over the lease term. The Company elected the “practical expedient package” as permitted under ASC 842. Therefore, the Company has not reassessed whether any expired or existing contracts are, or contain, leases; the Company has not reassessed the lease classification for any expired or existing leases; and the Company has not reassessed initial direct costs for any expired or existing leases. The Company currently leases office space on a month-to-month basis.

 

In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”), which removes, modifies, and adds various disclosure requirements on fair value measurements in Topic 820. ASU 2018-13 is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted upon issuance of this update. An entity is permitted to early adopt any removed or modified disclosures upon issuance of this update and delay adoption of the additional disclosures until their effective date. The Company does not expect a significant impact from adopting this update on its consolidated financial statements.

 

 

 

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Risk Factors

 

We urge you to carefully consider the following discussion of risks as well as other information regarding our common stock. We believe the following to be our most significant risk factors as of the date this report is being filed. The risks and uncertainties described below are not the only ones we face. Please refer to our risk factors contained in our Form 10-K for the year ended May 31, 2019 for additional risk factors.

 

We May Be Required To Fund Our Joint Venture’s Legal Costs.

 

PDS has incurred significant legal costs in ongoing matters before the U.S. District Court and the U.S. Court of Appeals for the Federal Circuit, and may ultimately be involved in proceedings before the Supreme Court of the United States. If PDS does not receive sufficient licensing revenues to pay these expenses, we may be required to pay these expenses. In the event the cost of legal actions exceeds our ability to fund these efforts, our options for additional sources of financing may be limited.

 

We Have Reported Licensing Income In Prior Fiscal Years Which May Not Be Indicative Of Our Future Income.

 

We have entered into license agreements through our joint venture with TPL and have reported income from the joint venture for the fiscal years 2006 to 2011, 2013 to 2014 and 2016 to 2017. However, the joint venture has not generated significant licensing revenues since September 2013. Because of the uncertain nature of the negotiations that lead to license revenues, pending litigation with companies which we allege have infringed on our patent portfolio, the possibility of legislative action regarding patent rights, the possible effect of new judicial interpretations of patent laws, and delays in obtaining information necessary for the successful deployment of licensing companies to represent the MMP Portfolio, we may not receive revenues from such agreements in the future consistent with amounts received in the past, and we may not receive future revenues from license agreements at all.

  

We Are Dependent Upon A Joint Venture For Substantially All Of Our Income.

 

In June 2005, we entered into the PDS joint venture with TPL, which as a result of agreements entered into in June 2005, July 2012 and July 2014, TPL and its licensing company affiliate Alliacense had been responsible for the licensing and enforcement of our microprocessor patent portfolio. This joint venture has been the source of substantially all of our income since June 2005. Therefore, in light of the absence of significant revenue from other sources we should be regarded as highly dependent on the success or failure of licensing and settlements occurring in conjunction with existing litigation efforts.

 

We Have Been Involved In Multiple Disputes With Our Joint Venture Partner.

 

We have been involved in multiple disputes with our joint venture partner TPL and its affiliate Alliacense. During times when there are only two appointed managers of the joint venture, a deadlock can exist on important issues that may not be resolved quickly. In the event of a protracted deadlock, the joint venture may not be able to take actions when appropriate or necessary. Previously we have had to initiate formal arbitration proceedings seeking the appointment of an independent manager to the management committee of the joint venture. An independent manager is currently not in place, which may have a negative impact on the licensing program and PDS’s business.

 

We May Be Unsuccessful In Our Search For New Business Opportunities

 

We are currently in the process of evaluating the potential of establishing a systems integration company that develops a blockchain based technology platform, as well as also reviewing collaboration discussions in the arena of artificial intelligence, with early indications of potential strong synergies between these two technologies. At this stage there is no assurance this opportunity will become fully developed or be beneficial to the Company and its results of operations.

 

Our Joint Venture Is At Risk For Going Concern And An Inability To Meet Certain Obligations.

 

PDS, our joint venture with TPL, which received a going concern opinion since its May 31, 2011 financial statements, has experienced significant declines in revenues while at the same time incurring significant legal costs associated with pending litigation with companies which we allege have infringed on our patent portfolio.

 

 

 

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PDS’s licensing revenues have declined over recent years to a point where PDS’s ability to make future payments is in substantial doubt unless licensing revenues substantially increase in the near term. In the event that PDS does not have the funds to pay one or more of the aforementioned costs, we and TPL must decide whether to contribute additional capital to PDS to fund such payments. In the event TPL is unwilling or unable to contribute additional capital, we may be required to pay these expenses without any contribution from TPL. In the event we are required to provide funding to PDS that is not reciprocated by TPL, our ownership percentage in PDS will increase and we will have a controlling financial interest in PDS; in which case, we will consolidate PDS in our consolidated financial statements

 

Our auditors have expressed substantial doubt about our ability to continue as a going concern.

 

The Report of Independent Registered Public Accounting Firm on our May 31, 2019 consolidated financial statements includes an explanatory paragraph stating that the recurring losses and negative cash flows from operations, combined with our substantial reliance on cash generated by PDS, raise substantial doubt about our ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

If we are unable to obtain additional funding, we may have to reduce or discontinue our business operations.

 

As of August 31, 2019, the Company had cash and cash equivalents and marketable securities of approximately $1,239,000 and working capital of approximately $1,237,000. Therefore, our ability to continue and expand our operations is highly dependent on the amount of cash and cash equivalents and marketable securities on hand combined with our ability to raise additional capital to fund future operations. We anticipate, based on currently proposed plans and assumptions that our cash on hand will not satisfy our operational and capital requirements through twelve months from the date of filing on this Form 10-Q. There are a number of uncertainties associated with our financial projections that could increase our projected expenses, which would further accelerate cash usage. Additionally, if we are unable to realize satisfactory cash from operations in the near future, we will be required to seek additional financing to continue our operations. We will also require additional financing to develop or acquire new lines of business. We have no current arrangements with respect to any additional financing. Consequently, there can be no assurance that any additional financing on commercially reasonable terms, or at all, will be available when needed. The inability to obtain additional capital may reduce our ability to continue to conduct business operations. Any additional equity financing may involve substantial dilution to our then existing stockholders. The uncertainties surrounding our future cash inflows have raised substantial doubt regarding our ability to continue as a going concern.

  

We Have Identified A Significant Deficiency In Internal Control Over Financial Reporting, If We Fail To Maintain Effective Internal Controls Over Financial Reporting, The Price Of Our Common Stock May Be Adversely Affected.

 

We are required to establish and maintain appropriate internal controls over financial reporting. Failure to establish those controls, or any failure of those controls once established, could adversely impact our public disclosures regarding our business, financial condition or results of operations. Any failure of these controls could also prevent us from maintaining accurate accounting records and discovering accounting errors and financial fraud. 

 

In the course of completing its assessment of internal control over financial reporting as of May 31, 2019, management did not identify any material weaknesses but did identify a significant deficiency in the number of personnel available to serve the Company’s accounting function. Specifically, management believes that we may not be able to adequately segregate responsibility over financial transaction processing and reporting. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting, that is less severe than a material weakness yet important enough to merit attention by those responsible for oversight of the Company’s financial reporting. Although we are unable to remediate the significant deficiency with current personnel, we are mitigating its potential impact, primarily through greater involvement of our Board of Directors in the review and monitoring of financial transaction processing and reporting.

 

Our Microprocessor Patents Have Expired.

 

We have seven U.S., nine European, and three Japanese patents that expired between August 2009 and October 2016. While expired patents may have certain retrospective statutory benefits, their value as assets for licensing and cash generation is significantly diminished. Licensing revenues from these patents are our sole source of income.

 

 

 

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A Successful Challenge To Our Intellectual Property Rights Could Have A Significant And Adverse Effect On Us.

 

A successful challenge to our ownership of our technology or the proprietary nature of our intellectual property could materially damage our business prospects. We rely on a combination of patents, trademarks, copyrights, trade secret laws, confidentiality procedures and licensing arrangements to protect our intellectual property rights. With respect to our core technologies, our patents have expired. Any issued patent may be challenged and invalidated. Any claims allowed from existing patents may not be of sufficient scope or strength to provide significant protection. Our competitors may also be able to design around our patents.

 

Vigorous protection and pursuit of intellectual property rights or positions characterize the fiercely competitive semiconductor industry, which has resulted in significant and often protracted and expensive litigation. Therefore, our competitors and others may assert that our technologies infringe on their patents or proprietary rights. Persons we believe are infringing our patents are likely to vigorously defend their actions and assert that our patents are invalid. Problems with patents or other rights could result in significant costs, and limit future license revenue. If infringement claims against us are deemed valid or if our infringement claims are successfully opposed, we may not be able to obtain appropriate licenses on acceptable terms or at all. Litigation could be costly and time-consuming but may be necessary to protect our future patent and/or technology license positions or to defend against infringement claims. From time to time parties have petitioned the USPTO to re-examine certain of our patents. An adverse decision in litigation or in the re-examination process could have a very significant and adverse effect on our business.

 

We are party to a lawsuit regarding the MMP portfolio and have had mixed results in our litigation efforts to date. See Note 6 to our condensed consolidated financial statements and Part II, Item 1. “Legal Proceedings” in this Report on Form 10-K for more information.

 

In the event that the lawsuit regarding the MMP portfolio is not resolved in our favor, PDS may be liable for the opposing party’s attorneys’ fees and such outcome (or lack of an outcome) could weaken the MMP portfolio which would have a negative effect on PDS's ability to procure future license revenues and, therefore, adversely affect PDS’s and our cash flows.

  

Changes In U.S. Patent Law Could Diminish The Value Of Patents In General, Thereby Impairing Our Ability To Protect And Assert Our Patents.

 

The United States has enacted the America Invents Act of 2011, wide-ranging patent reform legislation. The United States Supreme Court has ruled on several patent cases in recent years, either narrowing the scope of patent protection available in certain circumstances or weakening the rights of patent owners in certain situations. This combination of events has created uncertainty with respect to the value of patents, once obtained. Depending on decisions by the U.S. Congress, the federal courts, and the USPTO, the laws and regulations governing patents could change in unpredictable ways that would weaken our ability to enforce our existing patents and patents that we might obtain in the future.

 

We Are Dependent On A Single Law Firm To Defend And Enforce Our Intellectual Property Rights.

 

A single law firm has been engaged to defend and enforce our intellectual property rights. Any significant interruption in their services, or the loss of their services for any reason, would have a material adverse effect on our ability to defend and prosecute such lawsuits and, therefore, have a material adverse effect on our business, financial condition and result of operations. The law firm’s services could be disrupted for a variety of reasons, and any disruption would have a material adverse effect on our business. Our inability to engage the services of a new law firm in a timely manner could have a substantial negative effect on our business.

 

A Change In Our Relationship With PDS Could Change The Way We Account For Our Interest In The Future.

 

Our investment in PDS is accounted for under the equity method, we record as part of other income or expense our share of the increase or decrease in the equity of this company in which we have invested. It is possible that, in the future, our relationships and/or our interests in or with this equity method investee could change. Such potential future changes could result in consolidation of such entity which could result in changes in our reported results.

 

 

 

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We May Issue Preferred Stock, And The Terms Of Such Preferred Stock May Reduce The Value Of Our Common Stock.

 

We are authorized to issue up to a total of 5,000,000 shares of preferred stock in one or more series. Our Board of Directors may determine whether to issue shares of preferred stock without further action by holders of our Common Stock. If we issue shares of preferred stock, it could affect the rights or reduce the value of our Common Stock. In particular, specific rights granted to future holders of preferred stock could be used to restrict our ability to merge with or sell our assets to a third party. These terms may include voting rights, preferences as to dividends and liquidation, conversion and redemption rights, and sinking fund provisions. If we seek capital for our business, such capital may be raised through the issuance of preferred stock.

 

If A Large Number Of Our Shares Are Sold All At Once Or In Blocks, The Market Price Of Our Shares Would Most Likely Decline.

 

Most of our shareholders are not restricted in the price at which they can sell their shares. Shares sold at a price below the current market price at which our Common Stock is trading may cause the market price of our Common Stock to decline.

 

Our Common Stock Is Quoted On The OTC Pink Current Information, Which Could Adversely Affect The Market Price And Liquidity Of Our Common Stock.

 

Our common stock is quoted on OTC Pink Current Information. The quotation of our shares on such marketplace may result in a less liquid market available for existing and potential stockholders to trade shares of our common stock, could depress the trading price of our common stock and could have a long-term adverse impact on our ability to raise capital in the future.

 

There can be no assurance that there will be an active market for our shares of common stock either now or in the future or that stockholders will be able to liquidate their investment or liquidate it at a price that reflects the value of the business. As a result, our stockholders may not find purchasers for our securities should they to desire to sell them.

  

 

The Market For Our Stock Is Subject To Rules Relating To Low-Priced Stock (“Penny Stock”) Which May Limit Our Ability To Raise Capital.

 

Our Common Stock is currently subject to the “penny stock rules” adopted pursuant to Section 15(g) of the Exchange Act. In general, the penny stock rules apply to non-NASDAQ or non-national stock exchange companies whose common stock trades at less than $5.00 per share or which have tangible net worth of less than $5,000,000 ($2,000,000 if the company has been operating for three or more years). Such rules require, among other things, that brokers who trade “penny stock” on behalf of persons other than “established customers” complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document, quote information, broker’s commission information and rights and remedies available to investors in penny stocks. Many brokers have decided not to trade “penny stock” because of the requirements of the penny stock rules, and as a result, the number of broker-dealers willing to act as market makers in such securities is limited. The “penny stock rules,” therefore, may have an adverse impact on the market for our Common Stock and may affect our ability to raise additional capital if we decide to do so.

 

Our Share Price Could Decline As A Result Of Short Sales.

 

When an investor sells stock that he does not own, it is known as a short sale. The seller, anticipating that the price of the stock will go down, intends to buy stock to cover his sale at a later date. If the price of the stock goes down, the seller will profit to the extent of the difference between the price at which he originally sold it less his later purchase price. Short sales enable the seller to profit in a down market. Short sales could place significant downward pressure on the price of our Common Stock. Penny stocks which do not trade on an exchange, such as our Common Stock, are particularly susceptible to short sales.

 

 

 

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Not applicable.

 

Item 4. Controls and Procedures

 

As required by Rule 13a-15(b) under the Exchange Act, as of August 31, 2019, the end of the period to which this quarterly report relates, we have carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our management, including our Interim Chief Executive Officer and our former Chief Financial Officer.

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including the Interim Chief Executive Officer and Chief Financial Officer as appropriate, to allow 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 their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.  Based on the evaluation of our disclosure controls and procedures as of August 31, 2019, our management, with the participation of our Interim Chief Executive Officer and former Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective.

 

Changes in Internal Control over Financial Reporting

 

There were no significant changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our most recently completed fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

 

 

 

 

 

 

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PART II- OTHER INFORMATION

 

Item 1. Legal Proceedings

 

Patent Litigation

 

Our patent litigation with TPL and PDS in the United States District Court for the Northern District of California against Huawei Technologies Co. Ltd., LG Electronics, Nintendo Co. Ltd., Samsung Electronics Co. Ltd., and ZTE Corporation, as described in Item 3 – “Legal Proceedings” in our Annual Report on Form 10-K for the year ended May 31, 2018, is still ongoing. The U.S. Court of Appeals affirmed the District Court’s determination of non-infringement without written opinion pursuant to Federal Circuit Rule 36 on February 6, 2019. Plaintiffs filed with the Appellate Court a Petition for Rehearing En Banc on March 8, 2019 which was denied by the Court on April 10, 2019. On September 6, 2019, Plaintiffs filed a petition for a writ of certiorari with the Supreme Court of the United States as a result of the United States Court of Appeals outcome.

 

Item 1A. Risk Factors

 

Please see Part I, Item 2, above, for our risk factors.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

None.

 

Item 5. Other Information

 

None.

 

 

 

 

 

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Item 6. Exhibits

 

Those exhibits marked with an asterisk (*) refer to exhibits filed herewith. The other exhibits are incorporated herein by reference, as indicated in the following list.

 

Those exhibits marked with a cross (†) refer to management contracts or compensatory plans or arrangements.

 

Exhibit No. Document
   
31.1* Certification of Carlton M. Johnson Jr., Interim CEO, pursuant to Rule 13a-15(e) or Rule 15d-15(e)
   
31.2* Certification of Carlton M. Johnson Jr., Interim CFO, pursuant to Rule 13a-15(e) or Rule 15d-15(e)
   
32.1* Certification of Carlton M. Johnson Jr., Interim CEO and Interim CFO, pursuant to 18 U.S.C. Section 1350
   
   
101.INS XBRL Instance Document
   
101.SCH XBRL Schema Document
   
101.CAL XBRL Calculation Linkbase Document
   
101.DEF XBRL Definition Linkbase Document
   
101.LAB XBRL Label Linkbase Document
   
101.PRE XBRL Presentation Linkbase Document

 

* Filed herewith.

 

 

 

 

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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.

 

DATED:  October 11, 2019

PATRIOT SCIENTIFIC CORPORATION

 

/S/ CARLTON M. JOHNSON JR.                           

Carlton M. Johnson Jr. Interim Chief Executive Officer and Interim Chief Financial Officer

(Duly Authorized and Principal Financial Officer) 

 

 

 

 

 

 

 

 

 

 

 

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