Material Weakness
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material
misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness has been identified
and included in management's assessment: the Company did not maintain appropriate staffing in its accounting department with the appropriate level of technical expertise,
resulting in insufficient oversight of the financial reporting function. This material weakness was considered in determining the nature, timing, and extent of audit tests applied
in our audit of the consolidated financial statements as of and for the year ended December 31, 2019, of the Company, and this report does not affect our report on such
financial statements.
/s/ DELOITTE & TOUCHE LLP
San Diego, California
March 30, 2020
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