KOPIN CORP (KOPN) FY 2022 MD&A

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

The
following discussion should be read in conjunction with our consolidated financial statements and notes to those statements and other
financial information appearing elsewhere in this Form 10-K. The following discussion contains forward-looking statements. Our actual
results could differ materially from those anticipated in the forward-looking statements as a result of a number of factors, including
the risks discussed in “Item 1A- Risk Factors”, and elsewhere in this Form 10-K. Please refer to our cautionary note on Forward-Looking
Statements on page 3 of this Form 10-K.

We
are a leading developer, manufacturer and seller of miniature displays and optical lenses (our “components”) for sale as
individual displays, components, modules or higher-level subassemblies. We also license our intellectual property through technology
license agreements. Our component products are used in highly demanding high-resolution portable defense, enterprise and consumer electronic
applications, training and simulation equipment, and 3D metrology equipment. Our products enable our customers to develop and market
an improved generation of products for these target applications.

Critical
Accounting Estimates

Management’s
discussion and analysis of our financial condition and results of operations are based upon our audited consolidated financial statements.
The preparation of these financial statements requires us to make estimates and judgments that affect the reported amount of assets,
liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our
estimates, including those related to revenue recognition under the cost-to-cost measurement method, bad debts, inventories, warranty
reserves, investment valuations, valuation of stock compensation awards, recoverability of deferred tax assets, liabilities for uncertain
tax positions and contingencies. We base our estimates on historical experience and on various other assumptions that we believe to be
reasonable under the circumstances, the results of which form the basis for judgments about the carrying values of assets and liabilities
that are not apparent from other sources. Actual results may differ from these estimates under different assumptions.

We
believe the following critical accounting policies are most affected by our more significant judgments and estimates used in the preparation
of our consolidated financial statements:

Revenue
Recognition

Substantially
all of our product revenues are derived from the sales of microdisplays, which are sold as individual displays, modules that include
electronics and optics, or higher-level subassemblies for use in defense, industrial and consumer near-eye applications such as avionic
helmets, thermal weapon sights or virtual reality headsets. We also have development contracts for the design, manufacture and modification
of products for the U.S. Government or a prime contractor for the U.S. Government or for a customer that sells into the industrial or
consumer markets. The Company’s contracts with the U.S. Government are typically subject to the Federal Acquisition Regulations
(“FAR”) and are priced based on estimated or actual costs of producing goods. The FAR provides guidance on the types of costs
that are allowable in establishing prices for goods provided under U.S. Government contracts. The pricing for non-U.S. Government contracts
is based on the specific negotiations with each customer.

Our
fixed-price contracts with the U.S. Government or other customers may result in revenue recognized in excess of amounts currently billed.
We disclose the excess of revenues over amounts actually billed as Contract assets and unbilled receivables on the balance sheet. Amounts
billed and due from our customers are classified as Accounts receivable on the balance sheets. In some instances, the U.S. Government
retains a small portion of the contract price until completion of the contract. The portion of the payments retained until final contract
settlement is not considered a significant financing component because the intent is to protect the customer. For contracts with the
U.S. Government, we typically receive interim payments either as work progresses, by achieving certain milestones or based on a schedule
in the contract. We recognize a liability for these advance payments in excess of revenue recognized and present it as Contract liabilities
and billings in excess of revenue earned on the balance sheets. The advanced payment typically is not considered a significant financing
component because it is used to meet working capital demands that can be higher in the early stages of a contract and to protect us from
the other party failing to adequately complete some or all of its obligations under the contract. For industrial and consumer purchase
orders, we typically receive payments within 30 to 60 days of shipment of the product, although for some purchase orders, we may require
advanced payment prior to shipment of the product.

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To
determine the proper revenue recognition method for contracts with the same customer, we evaluate whether two or more contracts should
be combined and accounted for as one single contract and whether the combined or single contract should be accounted for as more than
one performance obligation. For most of our development contracts and contracts with the U.S. Government, the customer contracts with
us to provide a significant service of integrating a set of components into a single unit. Hence, the entire contract is accounted for
as one performance obligation. Less frequently, however, we may promise to provide distinct goods or services within a contract in which
case we separate the contract into more than one performance obligation. If a contract is separated into more than one performance obligation,
we allocate the total transaction price to each performance obligation in an amount based on the estimated relative standalone selling
prices of the promised goods or services underlying each performance obligation. In cases where we sell standard products, the observable
standalone sales are used to determine the standalone selling price.

The
Company recognizes revenue from a contract when it has approval and commitment from both parties, the rights of the parties are identified,
payment terms are identified, the contract has commercial substance and collectability of consideration is probable.

For
certain contracts with the U.S. Government, the Company recognizes revenue over time as we deliver goods or perform services because
of continuous transfer of control to the customer and the lack of an alternative use for the product. The continuous transfer of control
to the customer is subject to liability clauses in the contract that allow the U.S. Government to unilaterally terminate the contract
for convenience, pay us for costs incurred plus a reasonable profit and take control of any work in process. For contracts with commercial
customers, while the contract may have a similar liability clause, our products historically have an alternative use and thus, revenue
is recognized at a point in time.

In
situations where control transfers over time, revenue is recognized based on the extent of progress towards completion of the performance
obligation. We generally use the cost-to-cost approach to measure the extent of progress towards completion of the performance obligation
for our contracts because we believe it best depicts the transfer of assets to the customer. Under the cost-to-cost measure approach,
the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion
of the performance obligation. Revenues are recorded proportionally as costs are incurred.

Accounting
for design, development and production contracts requires judgment relative to assessing risks, estimating contract revenues and costs
and making assumptions for schedule and technical issues. Due to the size and nature of the work required to be performed on many of
our contracts, the estimation of total revenue and cost at completion is complicated and subject to many variables. Contract costs include
material, labor and subcontracting costs, as well as an allocation of indirect costs. We have to make assumptions regarding the number
of labor hours required to complete a task, the complexity of the work to be performed, the availability and cost of materials and performance
by our subcontractors. For contract change orders, claims or similar items, we apply judgment in estimating the amounts and assessing
the potential for realization. These amounts are only included in contract value when they can be reliably estimated and realization
is considered probable. If our estimate of total contract costs or our determination of whether the customer agrees that a milestone
achievement is incorrect, our revenue could be overstated or understated and the profits or loss reported could be subject to adjustment.

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For
our commercial customers, the Company’s revenue is recognized when obligations under the terms of a contract with our customer
are satisfied and the Company transfers control of the products or performs services, which is generally upon delivery of the product
to the customer or performance of the services. Revenue is recorded as the amount of consideration we expect to receive in exchange for
transferring goods or providing services. Provisions for product returns and allowances are reductions in the transaction price and are
recorded in the same period as the related revenues. We analyze historical returns, current economic trends and changes in customer demand
when evaluating the adequacy of sales returns and other allowances. Certain product sales are made to distributors under agreements allowing
for a limited right of return on unsold products. Sales to distributors are primarily made for sales to the distributors’ customers
and not for stocking of inventory. Sales, value add and other taxes we collect concurrent with revenue-producing activities are excluded
from revenue.

The
Company also licenses its intellectual property (“IP”) through technology license agreements which provides the customer
the right to use our IP as it exists at a point in time. These agreements may include other performance obligations including the sale
of product to the customer. The satisfaction of the Company’s performance obligation, and related recognition of revenue, occurs
when the IP is delivered to the customer, the license period has begun and there are no additional performance obligations in the agreement.
When the license is distinct from other obligations in the agreement, the Company treats the license and other performance obligations
as separate performance obligations. Accordingly, the license is recognized at a point in time or over time-based on the standalone selling
price. Under certain license agreements, we may receive royalties based on the sales of the licensed product. We recognize royalty revenue
upon the later of when the related sales occur, or when the performance obligation to which some or all of the royalty has been allocated
has been satisfied (or partially satisfied). Under our current license agreements for which a royalty exists, we have recorded revenue
when the related sales by our customer occurs because the performance obligation related to the delivery of the license to the customer
has been satisfied.

Inventory

We
provide a reserve for estimated obsolete or unmarketable inventory based on assumptions about future demand and market conditions and
our production plans. Inventories that are obsolete or slow moving are generally fully reserved (representing the estimated net realizable
value) as such information becomes available. Our display products are manufactured based upon production plans whose critical assumptions
include non-binding demand forecasts provided by our customers, lead times for raw materials, lead time for wafer foundries to perform
circuit processing and yields. If a customer were to cancel an order or actual demand was lower than forecasted demand, we may not be
able to sell the excess display inventory and additional reserves would be required. If we were unable to sell the excess inventory,
we would establish reserves to reduce the inventory to its estimated realizable value (generally zero).

Investment
Valuation

We
periodically make equity investments in private companies, accounted for as an equity investment, whose values are difficult to determine.
The Company adopted ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets
and Liabilities and the related amendments on December 31, 2017. The Company adopted the measurement alternative for equity investments
without readily determinable fair values (often referred to as cost method investments) on a prospective basis. When assessing investments
in private companies for impairment, we consider such factors as, among others, the share price from the investee’s latest financing
round, the performance of the investee in relation to its own operating targets and its business plan, the investee’s revenue and
cost trends, the liquidity and cash position, including its cash burn rate and market acceptance of the investee’s products and
services. Because these are private companies that we do not control we may not be able to obtain all of the information we would want
in order to make a complete assessment of the investment on a timely basis. Accordingly, our estimates may be revised if other information
becomes available at a later date.

In
addition to the above, we make investments in government and agency-backed securities and corporate debt securities. For all of our investments,
we provide for an impairment valuation if we believe a decline in the value of an investment is other-than-temporary, which may have
an adverse impact on our results of operations. The determination of whether a decline in value is other-than-temporary requires that
we estimate the cash flows we expect to receive from the security. We use publicly available information such as credit ratings and financial
information of the entity that issued the security in the development of our expectation of the cash flows to be received. Historically,
we have periodically recorded other-than-temporary impairment losses, however we have not done so recently.

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Income
Taxes

We
have historically incurred domestic operating losses from both a financial reporting and tax return standpoint. We establish valuation
allowances to the extent it appears more likely than not that our deferred tax assets will not be realized. These judgments are based
on our projections of taxable income and the amount and timing of our tax operating loss carryforwards and other deferred tax assets.
Given our federal operating tax loss carryforwards, we do not expect to pay domestic federal taxes in the near term. It is possible that
we could pay foreign and state income taxes. We are also subject to foreign taxes from our Korean and U.K. subsidiary operations.

Our
income tax provision is based on calculations and assumptions that will be subject to examination by tax authorities. Despite our history
of operating losses there can be exposures for state taxes or foreign tax that may be due. We regularly assess the potential outcomes
of these examinations and any future examinations for the current or prior years in determining the adequacy of our provision for income
taxes. Should the actual results differ from our estimates, we would have to adjust the income tax provision in the period in which the
facts that give rise to the revision become known. Such adjustment could have a material impact on our results of operations. We have
historically established valuation allowances against all of our net deferred tax assets because of our history of generating operating
losses and restrictions on the use of certain items. Our evaluation of the recoverability of deferred tax assets has also included an
analysis of the expiration dates of net operating loss carryforwards. In forming our conclusions as to whether the deferred tax assets
are more likely than not to be realized we consider the sources of our income and the projected stability of those sources and product
life cycles.

Results
of Operations

We
have two principal sources of revenues: product revenues and research and development (“R&D”) revenues. R&D revenues
consist primarily of development contracts with agencies or prime contractors of the U.S. Government and commercial enterprises.

We
manufacture transmissive and reflective microdisplays. Our commercial and defense transmissive display production is being performed
entirely in our Westborough, Massachusetts facility. FDD, our wholly-owned subsidiary, manufactures our reflective microdisplays in its
facility located in Scotland. Our OLED displays are designed by us and manufactured by third parties for us.

We
are a display supplier for the U.S. Army’s Family of Weapon Sights-Individual and Joint Strike Fighter F-35 programs and are undergoing
qualification for the FWS - Crew Served variant. We are also in development for a new series of displays systems for the System Enhancement
Package (SEP IV) program. The FWS, SEP IV and our existing production avionic programs are expected to increase production for the next
several years. There are other firms offering products which compete against us in the defense programs and all of the programs we supply
product to are subject to the U.S. Government defense budget and procurement process. Accordingly, there can be no assurances we will
continue to ship under our defense contracts.

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We
offer microdisplays and optical lenses for use in consumer, enterprise and public safety products and systems which are targeted at AR
and VR markets, among other areas. We refer to the sale of microdisplays and optical lenses as our component sales. We also offer head
mounted, voice and gesture controlled, hands-free headset system designs that include our components and software for consumer and enterprise
applications.

Predicting
our R&D revenue and related trends is challenging because we have limited ability to forecast whether we will be awarded additional
R&D contracts in the future as such awards depend on the U.S. military budget and priorities. We cannot assure that the R&D contracts
will result in workable products or if successful our products developed under these contracts will be procured by our customers. If
we do not continue to win R&D contracts or if there is no demand for the products developed under these contracts, our ability to
achieve profitability and positive cash flow could be negatively affected because the R&D revenues (or the products derived from
the R&D contracts) would not be available to cover the allocated overhead and selling, general and administrative costs which may
remain. Some of our contracts are fixed priced and we may incur cost overruns that would result in losses on the contracts. If we incur
such losses on our contracts our ability to achieve profitability and positive cash flow could be negatively affected.

Because
our fiscal year ends on the last Saturday of December, every seven years we have a fiscal year with 53 weeks. Our fiscal year 2022 was
a 53-week year and 2021 and 2020 were 52-week years.

Revenues.
Our revenues by display application, which include product sales and amounts earned from research and development contracts, for
fiscal years 2022, 2021 and 2020 by category, were as follows:

Fiscal
Year 2022 Compared to Fiscal Year 2021

Sales
of our products for Defense applications include systems used by the military both in the field and for training and simulation. Sales
of our products for Defense applications may be for a one-time purchase or for programs that run for several years. Revenues from product
sales to defense customers increased in 2022 compared to 2021, primarily due to an increase in shipments of our products into the FWS-
Individual, Joint Strike Fighter and training and simulation programs.

Industrial/Enterprise
applications revenues represent customers who purchase our display products for use in headsets used for manufacturing, distribution,
public safety, 3D metrology equipment and other industrial applications. Our 3D metrology customers are primarily located in Asia and
they sell to Asian contract manufacturers who use the 3D metrology machines for quality control purposes. The decrease in Industrial/Enterprise
applications revenues in 2022 compared to 2021 was primarily due to a decrease in sales to customers who use our display components in
3D metrology equipment and industrial headsets.

Sales
of our displays for Consumer applications are primarily for use in thermal imaging products, recreational rifle and hand-held scopes.
The decrease in Consumer applications in 2022 compared to 2021 was primarily due to decreased demand for our organic light emitting displays
(“OLEDs”).

R&D
revenues decreased in 2022 as compared to 2021 primarily due to reduced funding for new display technology development for U.S. defense
programs, which was partially offset by increased funding for OLED display development. These contracts typically reimburse us for direct
costs and allocated overhead and selling, general and administrative costs and in some cases profit. In 2022 and 2021, our R&D revenues
exceeded funded R&D expenses by approximately $4.1 million and $4.7 million, respectively.

The
decrease in license and royalty revenue in 2022 compared to 2021 is due to lower royalties earned under IP license agreements for industrial
wearable headsets.

International
product sales represented approximately 22% and 38% of product revenues for 2022 and 2021, respectively. We categorize our revenues as
either domestic or international based upon the delivery destination of our product. For example, if the customer is located in Asia
or if a U.S. customer has its Asian contract manufacturer order product from us and we deliver the product to Asia, we categorize both
these sales as international. In addition, if we earn royalties on sales from a customer, the royalties are categorized as domestic or
international based on how the product revenues are categorized. Our international sales decreased in 2022 as compared to 2021 due to
a decrease in sales of our products for 3D metrology application by our subsidiary, FDD and industrial headset products manufactured
overseas. Our international sales are primarily denominated in U.S. dollars. Consequently, a strengthening of the U.S. dollar could increase
the price in local currencies of our products in foreign markets and make our products relatively more expensive than competitors’
products that are denominated in local currencies, which could result in a reduction in sales or profitability in those foreign markets.
As a result, our financial position and results of operations are subject to exchange rate fluctuation in transactional and functional
currency. We have not taken any protective measures against exchange rate fluctuations, such as purchasing hedging instruments with respect
to such fluctuations, because of the historically stable exchange rate between the Japanese yen, Great Britain pound and the U.S. dollar.
Foreign currency translation impact on our results, if material, is described in further detail under “Item 7A. Quantitative and
Qualitative Disclosures About Market Risk” section below.

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Fiscal
Year 2021 Compared to Fiscal Year 2020

Sales
of our products for Defense applications include systems used by the military both in the field and for training and simulation. Sales
of our products for Defense applications may be for a one-time purchase order or for programs that run for several years. Revenues from
product sales to defense customers decreased in 2021 compared to 2020, primarily due to a decrease in shipments of our products into
the Joint Strike Fighter program and training and simulation programs.

Industrial/Enterprise
applications revenues represent customers who purchase our display products for use in headsets used for manufacturing, distribution,
public safety, 3D metrology equipment and other industrial applications. Our 3D metrology customers are primarily located in Asia and
they sell to Asian contract manufacturers who use the 3D metrology machines for quality control purposes. The increase in Industrial/Enterprise
applications revenues in 2021 compared to 2020 was primarily due to an increase in sales to customers who use our display components
in 3D metrology equipment and industrial headsets.

Sales
of our displays for Consumer applications is primarily for the use in thermal imaging products, recreational rifle and hand-held scopes.
The increase in Consumer applications in 2021 compared to 2020 was primarily due to increased demand for our OLEDs.

R&D
revenues increased in 2021 as compared to 2020 primarily due to additional funding for new display technology development which we believe
will be used in U.S. defense programs. These contracts typically reimburse us for direct costs and allocated overhead and selling, general
and administrative costs and in some cases profit. In 2021 and 2020 our R&D revenues exceeded funded R&D expenses by approximately
$4.7 million and $2.4 million, respectively.

The
decrease in license and royalty revenue in 2021 compared to 2020 is due to lower royalties earned under IP license agreements for industrial
wearable headsets.

International
product sales represented approximately 38% and 20% of product revenues for 2021 and 2020, respectively. Our international sales increased
in 2021 as compared to 2020 due to an increase in sales of our products for 3D metrology application by our subsidiary, FDD, located
in Scotland.

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Cost
of Product Revenues. Cost of product revenues, which is comprised of materials, labor and manufacturing overhead related to the production
of our products for fiscal years 2022, 2021 and 2020 were as follows:

Fiscal
Year 2022 Compared to Fiscal Year 2021

Cost
of product revenues increased as a percentage of revenues in 2022 as compared to 2021 primarily due to lower production volumes in the
second and third quarters of fiscal year 2022. In fiscal 2022, we had lower manufacturing efficiencies driven by disruptions to the manufacturing
process caused by intermittent raw material shortages and higher prices for raw materials. Also, in the third quarter of 2022, we incurred
$1.0 million in warranty charges due to quality issues. In the fourth quarter of 2022, gross margins declined due to lower absorption
of costs as we reduced production to make process changes in manufacturing the products.

There
is currently a global shortage of semiconductor circuit chips and other raw materials. The shortage did not have a material impact on
our results of operations for the fiscal year 2021. For fiscal year 2022 we have identified a shortage of several semiconductor components
from our normal vendors which are necessary to manufacture our products. We continue to search for and procure all necessary components
from our current vendors and new alternative vendors. In certain situations, we can obtain the components but at a significantly increased
cost. The inability to procure a single component will prevent the completion of our product and the ability to sell the product. Our
products go through extensive qualification processes and therefore our customers may not accept a replacement component. We are unable
to determine if we will be able to obtain all necessary components for fiscal 2023. If we are unable to obtain all necessary components,
we may be required to stop production which would negatively affect our cash flow and results of operations.

Fiscal
Year 2021 Compared to Fiscal Year 2020

Cost
of product revenues increased as a percentage of revenues in 2021 as compared to 2020 primarily due to lower production volumes in the
second and third quarter of fiscal year 2021, which resulted from reduced production of our FWS-I products as we made some process changes
in manufacturing the products.

Research
and Development. R&D expenses are incurred in support of internal display development programs or programs funded by agencies
or prime contractors of the U.S. Government and commercial partners. R&D costs include staffing, purchases of materials and laboratory
supplies, circuit design costs, fabrication and packaging of display products and allocated overhead. In fiscal year 2022, our Funded
R&D expenditures were primarily related to our display products and defense systems and our Internal R&D was primarily related
to the development of OLED displays. R&D expenses for fiscal years 2022, 2021 and 2020 were as follows:

Fiscal
Year 2022 Compared to Fiscal Year 2021

Funded
R&D expense for 2022 increased as compared to 2021 primarily due to an increase in the number of defense related contracts we have
been awarded. Internal R&D expense for 2022 increased as compared to the prior year primarily due to increased OLED development.

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Fiscal
Year 2021 Compared to Fiscal Year 2020

Funded
R&D expense for 2021 increased as compared to 2020 primarily due to an increase in the number of defense related contracts we have
been awarded. Internal R&D expense for 2021 increased as compared to the prior year primarily due to increased OLED development.

Selling,
General and Administrative. Selling, general and administrative (“SG&A”) expenses consist of the expenses incurred
by our sales and marketing personnel and related expenses, and administrative and general corporate expenses. SG&A expenses for the
fiscal years 2022, 2021 and 2020 were as follows:

Fiscal
Year 2022 Compared to Fiscal Year 2021

SG&A
for 2022 decreased as compared to 2021 primarily due to a decrease of approximately $2.9 million in non-cash stock-based compensation,
partially offset by a $0.8 million increase in compensation and benefits and $1.4 million of higher professional fees.

Fiscal
Year 2021 Compared to Fiscal Year 2020

SG&A
for 2021 increased as compared to 2020 primarily due to increases of approximately $3.1 million in non-cash stock-based compensation,
$1.4 million in compensation and benefits, $0.3 million in insurance and $0.9 million in bad debt expense, partially offset by $0.6 million
of lower professional fees.

Impairment
of Goodwill and Intangibles. Goodwill and intangibles are evaluated for impairment annually or more often if indicators of potential
impairment are present. Our annual impairment testing of goodwill is performed separately from our impairment testing of intangibles.
The Company performs impairment tests of goodwill at its reporting unit level. The goodwill valuations that are utilized to test these
assets for impairment are depending on a number of significant estimates and assumptions, including macroeconomic conditions, overall
growth rates, competitive activities, cost containment, Company business plans and the discount rate applied to cash flows. We believe
these estimates and assumptions are reasonable and are comparable to those that would be used by other market participants. There was
no impairment of goodwill for the fiscal years 2022, 2021 and 2020.

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Total
Other Income , Net. Other income is primarily composed of interest income, revaluation and impairment of equity investments, foreign
currency transactions, remeasurement gains and losses incurred by our UK-based subsidiaries and other non-operating income items. Other
income, for the fiscal years 2022, 2021 and 2020 were as follows:

Fiscal
Year 2022 Compared to Fiscal Year 2021

In
2022 we recorded a gain of $4.7 million resulting from the revaluation of an equity investment. In 2022 we recorded a $2.0 million impairment
charge on an equity investment. Also in 2022, we recorded $0.3 million of foreign currency losses compared to $0.1 million of foreign
currency gains recorded in 2021.

Fiscal
Year 2021 Compared to Fiscal Year 2020

In
2021, we recorded $0.1 million of foreign currency gains compared to $0.3 million of foreign currency gains recorded in 2020. In 2021,
we recorded a $0.3 million gain on an equity investment.

Tax
provision

Fiscal
Year 2022 Compared to Fiscal Year 2021

The
provision for income taxes for the fiscal years ended 2022 and 2021 of approximately $(0.1) million was due to the accretion of additional potential liabilities
related to uncertain tax positions and deferred tax liabilities for the Company’s former Korean subsidiary.

Fiscal
Year 2021 Compared to Fiscal Year 2020

The
provision for income taxes for the fiscal years ended 2021 and 2020 of approximately $(0.1) million was due to the accretion of additional potential liabilities
related to uncertain tax positions and deferred tax liabilities for the Company’s former Korean subsidiary.

Net
loss (income) attributable to noncontrolling interest. As of December 31, 2022, we owned 80% of the equity of eMDT. Net loss (income)
attributable to noncontrolling interest on our consolidated statement of operations represents the portion of the results of operations
of our majority owned subsidiaries which is allocated to the shareholders of the equity interests not owned by us. The change in net
loss attributable to noncontrolling interest in 2022 compared to 2021 was $0.1 million and in 2021 compared to 2020 was $0.1 million
and was a result of net losses attributable to minority shareholders of eMDT.

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Liquidity
and Capital Resources

At
December 31, 2022 and December 25, 2021, we had cash and cash equivalents and marketable securities of $12.6 million and working capital
of $16.4 million compared to $29.3 million and $34.7 million, respectively. The change in cash and cash equivalents and marketable securities
was primarily due to cash used in operations of $17.7 million, which was partially offset by cash generated from sales of our common
stock.

In
the first quarter of fiscal year 2021, we sold 2.4 million shares of common stock for gross proceeds of $16 million (average of $6.66
per share), before deducting broker expenses paid by us of $0.5 million pursuant to the Company’s
At-The-Market Equity Offering Sales Agreement dated as of February 8, 2019 (the “Previous ATM Agreement”) with Stifel, Nicolaus
& Company, Incorporated, (“Stifel”) as agent. In the second quarter of 2021, we sold 0.1 million shares of common
stock for gross proceeds of $0.8 million (average of $6.74 per share), before deducting broker expenses paid by us of $0.1 million under
the Previous ATM Agreement. The Previous ATM Agreement has since terminated pursuant to its terms
as a result of the sale of all the shares subject to such agreement. On March 5, 2021, the Company entered into a new At-The-Market Equity
Offering Sales Agreement (the “Current ATM Agreement”) with Stifel under which we may sell up to $50 million of our common
stock. In the third quarter of 2021, we sold 0.6 million shares of common stock for gross proceeds of $4.8 million (average of
$8.06 per share), before deducting broker expenses paid by us of $0.1 million under the Current ATM Agreement.

In
the second quarter of 2022, we sold 1.5 million shares of common stock and 0.2 million shares of treasury stock for gross proceeds of
$2.1 million (average of $1.26 per share) before deducting broker expenses paid by us of less than $0.1 million and in the third quarter
of 2022, the Company sold 675,000 shares of common stock for gross proceeds of approximately $0.9 million (average of $1.27 per share) before
deducting broker expenses paid by us of less than $0.1 million, pursuant to pursuant to the Current ATM Agreement. The net proceeds from
the sale of common shares were used for general corporate purposes, including working capital. At December 31, 2022 we had available
$41.4 million for sale of common stock under the Current ATM Agreement.

On
January 27, 2023, we sold 17 million shares of registered common stock to certain investors and issued pre-funded warrants
to purchase up to 6,000,000 shares of common stock at a public offering price of $0.99 per pre-funded warrant, which equals the
public offering price per share of the common stock less the $0.01 per share exercise price of each pre-funded warrant. The gross
proceeds of these transactions were $22.9 million, before deducting underwriting discounts and offering expenses paid by us
of $1.5 million.

During
the second quarter of 2021, we received proceeds from loans in the amount of approximately $2.2 million pursuant to the Paycheck Protection
Program (“the PPP loan”) of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). During
the second quarter of the fiscal year 2021 we repaid $2.1 million of the loans and we repaid $0.1 million in July 2020. Our decision
to terminate the loans was based on additional guidance issued by the Small Business Administration. There were no prepayment penalties
in connection with the voluntary repayment.

The
following table presents the components of our cash and cash equivalents and marketable debt securities held in U.S. dollars as of the
dates presented:

We
have no plans to repatriate the cash and cash equivalents held in our foreign subsidiary FDD.

The
manufacturing operations at our Korean facility, Kowon, have ceased and Kowon was liquidated at fiscal year ended 2018. We have recorded
deferred tax liabilities for any additional withholding tax that may be due to the Korean government upon Kowon’s final tax return
acceptance.

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We
have incurred net losses of $19.3 million, $13.4 million and $4.4 million for the fiscal years 2022, 2021 and 2020, respectively, and
net cash outflows from operations of $17.7 million, $10.7 million and $4.4 million for the fiscal years ended 2022, 2021 and 2020, respectively.
Our net cash outflows from operations was partially a result of funding our ongoing investments in research and development which we
believe will continue. We have in the past sold equity securities through an at the market offering and in the traditional fashion of
significant equity offerings. We estimate we will have sufficient liquidity to fund operations at least through the first quarter of
2024. Nonetheless, we monitor the capital markets on an ongoing basis and may consider raising capital if favorable market conditions
develop. If our actual results are less than projected or we need to raise capital for additional liquidity, we may be required to do
additional equity financings, reduce expenses or enter into a strategic transaction. However, we can make no assurance that we will be
able to raise additional capital, reduce expenses sufficiently, or enter into a strategic transaction on terms acceptable to us, or at
all.

Off-Balance
Sheet Arrangements

We
have no off-balance sheet arrangements.

Seasonality

Our
revenues have not followed a seasonal pattern for the past three years and we do not anticipate any seasonal trend to our revenues in
2023.

Contractual
Obligations

Under
our former CEO’s (“Dr. Fan”) employment agreement, commencing in January 2023, Dr. Fan (or in the event of his death
prior to completion of all installments to his surviving spouse, or if none to his estate) will receive $1,500,000 in equal monthly installments.

The
following is a summary of our contractual lease payment obligations as of December 31, 2022:

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