Item 8.01. Other Events.
In the prospectus supplement to the Registration
Statement to be filed with the Commission, the Company intends to include the following disclosure regarding the effects of the
coronavirus on its business:
“Similar to many businesses
in the travel sector, our business has been materially adversely impacted by the recent coronavirus outbreak and associated restrictions
on travel that have been implemented. The extent to which the coronavirus continues to impact our results will depend on
future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning
the severity of the coronavirus and the actions to contain the coronavirus or treat its impact, among others.
As the coronavirus has spread, we have seen a material decline
in demand across all our locations and this has resulted in a materially adverse impact on our cash flows from operations and has
caused an immediate liquidity crisis. Accordingly, we are seeking sources of capital to help fund our business operations
during the coronavirus crisis. If we are unable to obtain additional funding in the immediate term, we may be required to
curtail or terminate some or all of our business operations and cause our Board of Directors to decide to pursue a restructuring,
which may include a reorganization or bankruptcy under Federal bankruptcy laws, or a dissolution, liquidation and/or winding up
of the Company. Accordingly, holders of our common stock may lose their entire investment in the event of a reorganization,
bankruptcy, liquidation, dissolution or winding up of the Company.
We are currently exploring sources
of capital, including additional indebtedness. We plan to have discussions with our existing lender, B3D, LLC, and additional
lenders regarding potential funding options. If additional indebtedness becomes available from sources other than B3D, LLC,
the consent of B3D, LLC as our secured lender will be required and, based on past experience, we expect to be required to pay a
consent fee to B3D, LLC as consideration for their consent.”
In the prospectus supplement to the Registration
Statement to be filed with the Commission, the Company intends to include the following disclosure under the heading “Risk
Factors” regarding certain additional risk factors that could affect its business, financial condition, operating results
and cash flows, which should be read in connection with the existing disclosure on risk factors made in the Company’s most
recently filed Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other filings made with the Securities and Exchange
Commission:
“We will need additional
financing to fund our operations in the future. If we are unable to obtain additional financing on acceptable terms, we will need
to curtail or cease our business plans and operations.
We do not have sufficient capital
to fund our operations in the long term. As a result, we will need to raise additional capital and/or complete a strategic combination.
Additional funds may be raised through the issuance of equity securities and/or debt financing, there being no assurance that any
type of financing on terms acceptable to us will be available or otherwise occur. Debt financing must be repaid regardless of whether
we generate revenues or cash flows from operations and may be secured by substantially all of our assets. Any equity financing
or debt financing that requires the issuance of warrants or other equity securities to the lender would cause the percentage ownership
by our current stockholders to be diluted, which dilution may be substantial. Also, any additional equity securities issued may
have rights, preferences or privileges senior to those of existing stockholders. If such financing is not available when required
or is not available on acceptable terms, we may be required to reduce or eliminate certain business activities, and it may ultimately
require us to suspend or cease operations, which could cause investors to lose the entire amount of their investment.
If our process to identify
and evaluate potential business alternatives is not successful, our Board of Directors may decide to pursue a restructuring, which
may include a reorganization or bankruptcy under Federal bankruptcy laws, or a dissolution, liquidation and/or winding up of the
Company.
There can be no assurance that the process to identify and evaluate
potential business alternatives will result in a successful alternative for our business. If no transactions with respect to potential
business alternatives are identified and completed, our Board of Directors may decide to pursue a restructuring, which may include
a reorganization or bankruptcy under Federal bankruptcy laws, or a dissolution, liquidation and/or winding up of the Company. If
our Board of Directors were to approve and recommend, and our stockholders were to approve, a dissolution and liquidation of our
company, we would be required under Delaware corporate law to pay our outstanding obligations, as well as to make reasonable provisions
for contingent and unknown obligations, prior to making any distributions in liquidation to our stockholders. Our commitments and
contingent liabilities may include (i) obligations under our employment agreements with certain members of management that provide
for severance and other payments following a termination of employment occurring for various reasons, including a change in control
of our Company, (ii) various claims and legal actions arising in the ordinary course of business and (iii) non-cancelable lease
obligations. As a result of this requirement, a portion of our assets may need to be reserved pending the resolution of such obligations.
In addition, we may be subject to litigation or other claims related to a dissolution and liquidation of our company. If a dissolution
and liquidation were pursued, our Board of Directors, in consultation with its advisors, would need to evaluate these matters and
make a determination about a reasonable amount to reserve. Accordingly, holders of our Common Stock may lose their entire investment
in the event of a reorganization, bankruptcy, liquidation, dissolution or winding up of the Company.
Our business, results of
operations and financial condition has been and may continue to be materially adversely impacted by public health epidemics, including
the recent coronavirus outbreak.
Our business, results of operations
and financial condition has been and may continue to be materially adversely impacted if a public health epidemic, including the recent
coronavirus outbreak, interferes with our ability, or the ability of our employees, workers, contractors, suppliers and other
business partners to perform our and their respective responsibilities and obligations relative to the conduct of our business.
A public health epidemic, including the coronavirus, poses the risk of disruptions from the temporary closure of third-party
suppliers and manufacturers, restrictions on the shipment of our products, restrictions on our employees' and other service providers'
ability to travel, the decreased willingness or ability of our customers to travel or to utilize our services and shutdowns that
may be requested or mandated by governmental authorities. The extent to which the coronavirus continues to impact our
results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which
may emerge concerning the severity of the coronavirus and the actions to contain the coronavirus or treat its
impact, among others.”
In addition, in the prospectus supplement
to the Registration Statement to be filed with the Commission, the Company intends to include the following disclosure regarding
the Company’s cash position as of December 31, 2019:
“As
of December 31, 2019, we had cash, cash equivalents and marketable securities of approximately $2,184,000.
The
estimated cash, cash equivalents, and marketable securities as of December 31, 2019 are preliminary and may change, are based on
information available to management as of the date of this prospectus supplement, and are subject to completion by management of
the financial statements as of and for the year ended December 31, 2019. There can be no assurance that our cash, cash equivalents,
and marketable securities as of December 31, 2019 will not differ from these estimates, including as a result of quarter-end closing
and any such changes could be material.
The
foregoing preliminary financial data has been prepared by, and is the responsibility of, our management. This data could change
as a result of further review. Complete annual results will be included in our Annual Report on Form 10-K for the year ended December
31, 2019.”
On March 19, 2020, the Company issued a press release in connection
with its early high-level discussions to turn its airport locations located in point of entry cities into COVID-19 testing facilities,
which is attached as Exhibit 99.2 hereto and incorporated by reference herein.