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Item 1A. Risk Factors

2026-02-26 compared with 2025-02-28 · 136 added, 57 removed, 462 unchanged (29% of the section changed)

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In addition, the trading price of our common stock could decline due to the occurrence of any of these risks and you may lose all or part of your investment.

Summary Risk Factors

Our business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, results of operations, cash flows, and prospects.

These risks are discussed more fully below and include but are not limited to, risks related to:

Risks Inherent in Our Business

· significant investments in U.S.

manufacturing and automation, which may not achieve expected returns

· a limited number of key customers account for a significant portion of our revenue

· difficulty forecasting customer demand and matching production to demand

· product qualifications

· our ability to compete effectively

· technology adoption cycles

· continually develop new products or fall behind

· adverse global economic conditions

· volatile or slower revenue growth in the future

· potential manufacturing problems affect quality and customer relationships

· high fixed costs due to vertical integration

· changes in U.S.

tariff and import/export regulations

· increasing costs and product mix shifts

· financial results may vary significantly on a quarterly basis, leading to stock price volatility

· dependence on key personnel in a rapidly changing market

· limited number of suppliers

· products defects

· epidemic disease could cause business disruptions

· limited ability to use net operating losses

· fluctuations in currency exchange rates

· an acquisition or divestiture may adversely affect our operations

· natural disasters

· lack of shares could affect our ability to retain and recruit talent

Legal and Regulatory Risks

· export and import controls

· shareholder activism

· litigation, administrative action and expenses

Risks Related to our Indebtedness and Future Financing

· indebtedness and liabilities could limit cash flow

· restrictive covenants in loan agreements

· ability to obtain capital on favorable terms or at all

Risks Related to Data Breaches and Network Infrastructures

· data breaches and cyberattacks

· disruptions or failures in information technology systems and network infrastructures

Risks Related to International Trade and Operations

· changes in U.S.

and international trade policies

· variety of risks with international sales and operations

Risks Related to Our Operations in China

· changes in economic and political policies in China

· high turnover of direct labor in manufacturing in China

· regulations of loans to our China subsidiary

· China labor laws and increasing labor costs

Risks Related to Intellectual Property Matters

· ability to obtain, maintain, protect and enforce our intellectual property rights

· intellectual property disputes

Risks Related to Our Common Stock

· volatility of the trading price of our Common Stock

· limitations on the ability of holders of our Common Stock to influence corporate matters

· exclusive forum selection clause in our Restated Certificate of Incorporation

Risks Related to Operating Our Business

Significant capital investments in U.S.

manufacturing and automation, including investments intended to support artificial intelligence ("AI")-related demand, may not achieve expected returns and could adversely affect our business, financial condition, and results of operations.

We are planning and, in some cases, have already commenced substantial capital investments to expand and modernize our U.S.

manufacturing footprint and to increase automation across our operations.

These initiatives include site selection and construction of new or expanded facilities, acquisition and installation of advanced production equipment, deployment of robotics and software-enabled process controls, and related hiring and training of specialized personnel.

A significant portion of these investments is predicated on our expectations regarding the growth, timing, and mix of customer demand, including demand we anticipate could be driven by AI-related use cases and workloads across our end markets.

These projects involve long lead times, complex execution, and significant upfront and continuing expenditures.

If these investments do not yield anticipated productivity gains, cost efficiencies, capacity utilization, or revenue growth, or if the expected AI-driven demand does not materialize, is delayed, or develops differently than we forecast, our returns on invested capital could be materially below our expectations and our business, financial condition, and results of operations could be adversely affected.

Realizing the anticipated benefits from these investments depends on numerous factors, many of which are outside of our control.

These include the availability, cost, and performance of specialized equipment;

the scalability and reliability of automation technologies and related software;

successful integration with existing systems and processes;

the recruitment, retention, and training of skilled labor;

timely permitting and construction;

and the stability and capacity of our suppliers and utility providers.

We may experience cost inflation, supply chain constraints, labor market tightness, or delays in equipment delivery, installation, qualification, or regulatory approvals, any of which could increase project costs, extend timelines, reduce expected throughput, or impair quality and yield.

We also may face risks related to cybersecurity, data integrity, or system outages associated with increased digitization and automation of our manufacturing environments.

Our investment decisions rely on assumptions regarding long-term customer demand, pricing, product mix, and the competitive landscape.

If AI adoption slows, stalls, or follows a trajectory that differs from our planning assumptions, we could incur overcapacity, lower utilization rates, and negative operating leverage.

In such circumstances, we may not be able to pass increased fixed costs through pricing, which could compress margins and free cash flow.

We may be required to incur additional spending to repurpose, reconfigure, or mothball facilities, or to impair long-lived assets, including construction-in-progress, machinery and equipment, and related intangibles.

If anticipated volumes do not materialize, we could also face increased inventory obsolescence risk for AI-adjacent components or inputs, as well as contractual take-or-pay or minimum purchase commitments that exceed our needs.

In addition, our competitors may accelerate or alter their strategies in response to the evolving AI ecosystem, including by pursuing alternative technologies, sourcing models, or geographies.

If competitors achieve superior cost positions, faster time-to-market, or better alignment to end-market architectures, our relative returns on new capacity and automation investments could deteriorate.

Rapid technological change could also render certain equipment or processes obsolete earlier than expected, necessitating additional capital expenditures or resulting in stranded assets.

Our U.S.-based investments are also affected by government policies, incentives, and regulatory frameworks at the federal, state, and local levels.

Changes to, or delays in, incentive programs, tax credits, grants, trade regulations, export controls, labor and workplace rules, environmental requirements, energy policies, or permitting processes could increase project costs, reduce expected benefits, or impact our ability to complete or operate facilities as planned.

Reliance on projected incentives or credits that are later reduced, rescinded, or unavailable could adversely affect our expected returns and cash flows.

These risks could be exacerbated by financing conditions, including increases in interest rates, tighter credit availability, or covenant constraints that limit our flexibility to fund projects, absorb schedule slippages, or respond to market developments.

If project costs rise, schedules extend, or expected benefits lag, we may need to reevaluate our capital allocation priorities, including deferring, scaling back, or cancelling projects, or redirecting capital to other initiatives.

Any of these outcomes could adversely affect our growth prospects, competitive position, liquidity, and ability to achieve our strategic objectives.

The timing and magnitude of the effects described above are inherently uncertain.

manufacturing and automation investments, including those premised on expected AI-driven demand, do not achieve intended outcomes on the contemplated schedule or at the anticipated cost, our business, financial condition, and results of operations could be materially and adversely affected.

We are dependent on our key customers for a significant portion of our revenue and the loss of, or a significant reduction in orders from, any of our key customers would adversely impact our revenue and results of operations.

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For each year ended 2025, 2024 and 2023 , our top ten customers represented 96.6%, 95% and 92.7% of our revenue, respectively.

In 2024 , Microsoft represented 43.7% of our revenue, Digicomm represented 35.1% of our revenue and Oracle represented 12.4% of our revenue.

In 2025 , Digicomm represented 53.1% of our revenue and Microsoft represented 28.8% of our revenue.

As a result, the loss of, or a significant reduction in orders from any of our key customers would materially and adversely affect our revenue and results of operations.

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Prior to the sale of new products, our customers typically require us to "qualify" our products for use in their applications.

At the successful completion of this qualification process, we refer to the resulting sales opportunity as a “design win.” Additionally, new customers often audit our manufacturing facilities and perform other evaluations during this qualification process.

At the successful completion of this qualification process, we refer to the resulting sales opportunity as a "design win".

Additionally, new customers often audit our manufacturing facilities and perform other evaluations during this qualification process.

The qualification process involves product sampling and reliability testing and collaboration with our product management and engineering teams in the design and manufacturing stages.

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Changes in United States tariff and import/export regulations may have a negative effect on our business.

The United States has recently enacted and proposed to enact significant new tariffs.

Additionally, President Trump has directed various federal agencies to further evaluate key aspects of U.S.

During the year ended December 31, 2025, the United States has imposed, and may continue to impose, significant tariffs and other trade restrictions on imported goods.

In February 2026, the U.S.

Supreme Court held that tariffs imposed under the International Emergency Economic Powers Act ("IEEPA") were unlawful, and U.S.

Customs and Border Protection subsequently announced that IEEPA-based tariff provisions would be terminated effective February 24, 2026.

However, tariffs imposed under other authorities, including Section 232 of the Trade Expansion Act of 1962 and Section 301 of the Trade Act of 1974, remain in effect, and the U.S.

government has indicted that it may pursue additional or replacement tariffs under alternative legal authorities, including temporary measures under Section 122 of the Trade Act of 1974.

As a result, the tariff environment remains highly uncertain and subject to rapid change.

Further changes in tariff rates, product coverage, enforcement, exclusions, customs guidance, or related trade measures, as well as litigation outcomes and any governmental responses to such outcomes, could increase our costs, disrupt our supply chain, affect customer demand, reduce our margins, and otherwise adversely affect our business, results of operations and financial condition.

In addition, uncertainty regarding the availability, timing and amount of any refunds or other relief relating to previously paid duties may affect our cash flows and results in future periods.

We cannot predict the scope, timing or ultimate impact of these developments.

President Trump has directed various federal agencies to further evaluate key aspects of U.S.

trade policy and there has been ongoing discussion and commentary regarding potential significant changes to U.S.

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and other countries with respect to such trade policies, treaties and tariffs.

These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the U.S.

These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions, the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between impacted nations and the U.S.

Any of these factors could depress economic activity and restrict our access to suppliers or customers and have a material adverse effect on our business, financial condition and results of operations.

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changes in or limitations imposed by trade protection laws or other regulatory orders or requirements in the United States or in other countries, including tariffs, sanctions, or other costs, restrictions, or requirements which may affect our ability to import or export our products to or from various countries;

t rade-related government actions that impose barriers or restrictions that would impact our ability to sell or ship products to Huawei or other customers.

t rade-related government actions that impose barriers or restrictions that would impact our ability to sell or ship products to customers.

The foregoing factors are difficult to forecast, and these, as well as other factors, could materially adversely affect our quarterly and annual operating results.

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Any of our key employees, including our Chief Executive Officer, Chief Financial Officer, Senior Vice President and North America General Manager and Senior Vice President and Asia General Manager, may resign at any time.

We do not have key person life insurance policies covering any of our employees.

To implement our business plan, we also intend to hire additional employees in expanding areas of our business.

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Epidemic diseases, such as COVID-19, or the perception of their effects, could have a material adverse effect on our business, financial condition, results of operation, or cash flows.

Outbreaks of epidemic, pandemic, or contagious diseases, such as the recent COVID-19 or, historically, the Ebola virus, Middle East Respiratory Syndrome, Severe Acute Respiratory Syndrome, or the H1N1 virus, could result in business disruptions.

Outbreaks of epidemic, pandemic, or contagious diseases, such as the recent COVID-19 pandemic or, historically, the Ebola virus, Middle East Respiratory Syndrome, Severe Acute Respiratory Syndrome, or the H1N1 virus, could result in business disruptions.

Business disruptions could include disruptions or restrictions on our ability to travel or to distribute our products, as well as temporary closures of our facilities or the facilities of our suppliers and their contract manufacturers.

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Any of these events could have a material adverse effect on our business, financial condition, results of operations, or cash flows.

The spread of COVID-19 has previously impacted our supply chain operations through restrictions, reduced capacity and shutdown of business activities by suppliers whom we rely on for sourcing components and materials and third-party partners whom we rely on for manufacturing, warehousing and logistics services.

Any disruption resulting from similar events on a larger scale or over a prolonged period could cause significant delays in supply of needed components, which would likely have a negative impact on our business, results of operations, and our financial condition.

Our ability to use our net operating losses and certain other tax attributes may be limited.

As of December 31, 202

, we had U.S.

accumulated net operating loss carryforwards, or NOLs, of approximately $147.3 million,

federal and state research and development credits (“R&D credits”) of $12.5 million, business interest expense carryforwards of $20.7 million and foreign tax credits of $4.6 million for U.S.

As of December 31, 2025, we had U.S.

accumulated net operating loss carryforwards, or NOLs, of approximately $253.0 million, federal and state research and development credits ("R&D credits") of $14.9 million, business interest expense carryforwards of $24.9 million and foreign tax credits of $4.6 million for U.S.

federal income tax purposes.

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Also, any foreign NOLs (for example NOLs in our China and Taiwan jurisdictions) are subject to different NOL expirations, generally shorter than in the US.

We have identified a material weakness in our internal control over financial reporting which may, if not remediated, result in material misstatements in our financial statement.

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934.

As disclosed in Item 9A, “Controls and Procedures,” our controls and procedures were not effective as a result of a material weakness in internal controls over financial reporting.

The material weakness related to an error pertaining to operation of controls over our review of technical accounting analysis.

A material weakness is defined as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

As a result of this material weakness, our management concluded that our internal control over financial reporting and related disclosure controls and procedures were not effective.

We are actively engaged in developing a remediation plan designed to address this material weakness.

If our remedial measures are insufficient to address the material weakness, or if additional material weaknesses or significant deficiencies in our internal control are discovered or occur in the future, our ability to record, process and report financial information accurately, and to prepare financial statements within required time periods, could be adversely affected.

If we are unable to remediate the material weakness, or if we are otherwise unable to maintain effective internal control over financial reporting, our financial statements may contain material misstatements and we could be required to restate our financial results.

If our financial statements are not filed on a timely basis or we are required to restate our financial results, we could be in violation of covenants contained in the agreements governing our debt and other borrowings.

Our future results of operations may be subject to volatility as a result of exposure to fluctuations in currency exchange

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The success of our business and results of operations is dependent on our executive officers and other key personnel.

Beginning in 2021, in order to improve our ability to retain and recruit such persons, as well as to better align our executive compensation program with the interests of our stockholders, we implemented a long-term incentive program under our 2021 Equity Incentive Plan (the “2021 Plan”) pursuant to which we grant performance-based equity awards that vest on the achievement of specified performance goals for a specified three-year period.

Beginning in 2021, in order to improve our ability to retain and recruit such persons, as well as to better align our executive compensation program with the interests of our stockholders, we implemented a long-term incentive program under our Amended and Restated 2021 Equity Incentive Plan (the "2021 Plan") pursuant to which we grant performance-based equity awards that vest on the achievement of specified performance goals for a specified three-year period.

These performance-based awards could be earned and become payable with respect to between 0% and 200% of the target number of shares based on the Company’s achievement of preset performance goals.

On June 12, 2024, the Compensation Committee certified that we exceeded the maximum performance target level for each of the performance targets set for the performance awards granted in June 2021 (the “2021 PSUs”).

Therefore, executives holding such awards were entitled to payment of the 2021 PSUs at 200% of the target number of shares.

On June 6, 2024, at the annual meeting of stockholders, a proposal to increase the number of shares of common stock authorized for issuance under the 2021 Plan by 2,000,000 shares was not approved, and as a result, the Company did not have sufficient shares of common stock available for issuance under the 2021 Plan to issue all of the shares payable pursuant to the 2021 PSUs.

As a result, the Company settled the excess portion of the 2021 PSUs in cash, instead of in shares, resulting in reduced cash on the balance sheet and recognition of an additional $2.8 million of stock-based compensation expense for the three months ended June 30, 2024.

If the Company is not able to obtain shareholder approval for additional shares of common stock under the 2021 Plan in the future that are sufficient to permit outstanding awards to be settled in shares, the Company may have to incur additional cash expenditures to settle such awards in cash in lieu of shares.

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limiting our flexibility to plan for, or react to, changes in our business;

diluting the interests of our existing stockholders as a result of issuing shares of our common stock upon conversion of the 2026 Notes and the 2030 Notes;

diluting the interests of our existing stockholders as a result of issuing shares of our common stock upon conversion of the 2030 Notes;

placing us at a possible competitive disadvantage with competitors that are less leveraged than us or have better access to capital.

Our business may not generate sufficient funds, and we may otherwise be unable to maintain sufficient cash reserves, to pay amounts due under our indebtedness, including the 2026 Notes and the 2030 Notes, and our cash needs may increase in the future.

In addition, our existing credit facilities in Asia contain, and any future indebtedness that we may incur may contain, financial and other restrictive covenants that limit our ability to operate our business, raise capital or make payments under our other indebtedness.

Our business may not generate sufficient funds, and we may otherwise be unable to maintain sufficient cash reserves, to pay amounts due under our indebtedness, including the 2030 Notes, and our cash needs may increase in the future.

In addition, our existing credit facilities in Asia and the U.S.

contain, and any future indebtedness that we may incur may contain, financial and other restrictive covenants that limit our ability to operate our business, raise capital or make payments under our other indebtedness.

If we fail to comply with these covenants or to make payments under our indebtedness when due, then we would be in default under that indebtedness, which could, in turn, result in that and our other indebtedness becoming immediately payable in full.

Our loan agreements contain restrictive covenants that may adversely affect our ability to conduct our business.

We have lending arrangements with several financial institutions, including credit facilities with Shanghai Pudong Development Bank Co., Ltd ("SPD") and China Zheshang Bank Co., Ltd.

("CZB") in China.

Our loan agreements governing our long-term debt obligations in Asia contain certain financial and operating covenants that limit our management’s discretion with respect to certain business matters.

We have lending arrangements with several financial institutions, including credit facilities with several lending institutions in Asia, and BOK Financial in the U.S.

Our loan agreements governing our long-term debt obligations in Asia and the U.S.

contain certain financial and operating covenants that limit our management’s discretion with respect to certain business matters.

Among other things, these covenants restrict our ability to incur additional debt, create liens or other encumbrances, change the nature of our business, sell or otherwise dispose of assets and merge or consolidate with other entities.

In addition, the Indenture governing the 2026 Notes contains covenants that limit our ability and the ability of our subsidiaries to, among other things:

(i) incur or guarantee additional indebtedness or issue disqualified stock;

and (ii) create or incur liens.

These restrictions may limit our flexibility in responding to business opportunities, competitive developments and adverse economic or industry conditions.

Any failure by us or our subsidiaries to comply with these agreements could harm our business, financial condition and operating results.

In addition, our obligations under our credit facilities with SPD and CZB are secured by real estate.

A breach of any of the covenants under our loan agreements, or a failure to pay interest or indebtedness when due under any of our credit facilities could result in a variety of adverse consequences, including the acceleration of our indebtedness.

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Cyber threats may be generic, or they may be custom-crafted against our information systems.

In the ordinary course of our business, we and our data center customers maintain sensitive data on our respective networks, including intellectual property, employee personal information and proprietary or confidential business information relating to our business and that of our customers and business partners.

In the ordinary course of our business, we and our customers maintain sensitive data on our respective networks, including intellectual property, employee personal information and proprietary or confidential business information relating to our business and that of our customers and business partners.

The secure maintenance of this information is critical to our business and reputation.

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Any of these events could harm our competitive position, result in a loss of customer confidence, cause us to incur significant costs to remedy any damages and ultimately materially adversely affect our business and financial condition.

To manage our growth and our increasingly complex business operations, we will need to upgrade our operational and financial systems and procedures, which requires management time and may result in significant additional expense.

For example, we will be upgrading our enterprise resource planning system in fiscal 2025 in order to accommodate our expanding operations.

To manage our growth and our increasingly complex business operations, we may need to upgrade systems and procedures, which requires management time and may result in significant additional expense.

For example, we upgraded our enterprise resource planning system in fiscal 2025 in order to accommodate our expanding operations.

We cannot be certain that we will institute, in a timely or efficient manner or at all, the improvements to our managerial, operational and financial systems and procedures necessary to support our anticipated increased levels of operations.

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In 2025, following an Executive order, all Chinese-origin products became subject to additional U.S.

"Fentanyl" tariffs.

"Reciprocal tariffs" were also implemented on Chinese and Taiwanese origin goods.

The Chinese government has, in turn, issued reciprocal tariffs on U.S.

In February 2026, the U.S.

Supreme Court held that that tariffs imposed under the IEEPA were unlawful.

government indicated that it may pursue additional or replacement tariffs under alternative legal authorities, including temporary measures under Section 122 of the Trade Act of 1974.

In addition to country-specific tariffs, sectoral tariffs have come into effect targeting raw materials such as aluminum and rare earth minerals, as well as some finished and semifinished goods, such as semiconductors.

Due to rapid changes to U.S.

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trade policy, it is unknown whether and to what extent new tariffs (or other new laws or regulations) will be adopted, the duration of any existing punitive tariffs, or the effect of U.S.

trade policy on us or our industry.

trade policy on the Company or our industry.

A significant portion of our manufacturing operations are based in Ningbo, China;

therefore, there could be material adverse effects on our business, financial condition, and/or cash flow if any new tariffs, legislation, regulations, or executive orders are implemented, or if existing trade agreements are renegotiated or if China or other affected countries take further retaliatory trade actions.

Furthermore, the implementation of tariffs both globally and between the U.S.

and China specifically carries the risk of negatively impacting China’s overall economic condition, which could negatively affect our business.

Bilateral tariffs could cause a decrease in the sales of our products to customers located in China or other customers selling to Chinese end users.

Bilateral tariffs could result in a decrease in the sales of our products to customers located in China or other customers selling to Chinese end users.

The Company's ability to export U.S.-made products is primarily subject to the jurisdiction of the Bureau of Industry and Security (BIS) of the U.S.

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Significant changes to existing international trade agreements could also lead to sourcing or logistics disruption resulting from import delays or the imposition of increased tariffs on our sourcing partners.

For example, the Chinese government could require the use of local suppliers, compel companies that do business in China to partner with local companies, and otherwise provide additional government incentives or subsidies to government-backed local customers to buy from local suppliers.

For example, the Chinese government could require the use of local suppliers, compel companies that do business in China to partner with local companies, or otherwise provide additional government incentives or subsidies to government-backed local customers to buy from local suppliers.

Changes in and responses to U.S.

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We face a variety of risks associated with our international sales and operations.

We currently derive and expect to continue to derive, a significant portion of our revenue from sales to international customers.

In 2024, 2023 and 2022 , 18.3%, 27.7% and 18.5% of our revenue, respectively, was derived from sales outside of North America.

In addition, a significant portion of our manufacturing operations are based in Ningbo, China, and Taipei, Taiwan.

Trade-related government actions by the U.S., China or other countries that impose barriers or restrictions that would impact our ability to sell or ship products to customers or potential customers may have a negative impact on our financial condition and operations.

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A substantial portion of our property, plants, and equipment is located in China and Taiwan.

We expect to make further investments in Asia in the future.

We expect to make further investments in Taiwan in the future.

Therefore, our business, financial condition, results of operations and prospects are subject to economic, political, legal, and social events and developments in Asia.

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Additionally, a substantial portion of our property, plant and equipment, 42.8%, 46.9% and 43.0%, as of December 31, 2025, 2024 and 2023 , was located in China, respectively.

We expect to make further investments in China in the foreseeable future.

Therefore, our business, financial condition, results of operations and prospects are to a significant degree subject to economic, political, legal, and social events and developments in China.

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If we fail to protect our intellectual property and other proprietary rights, or if such intellectual property and proprietary rights are infringed, misappropriated or duplicated, our business, results of operations or financial condition could be materially harmed.

In the future, we may need to take legal actions to prevent third parties from infringing upon or misappropriating our intellectual property or from otherwise gaining access to our technology.

We have taken legal actions to prevent third parties from infringing upon or misappropriating our intellectual property or from otherwise gaining access to our technology.

Protecting and enforcing our intellectual property rights and determining their validity and scope could result in significant litigation costs and require significant time and attention from our technical and management personnel, which could significantly harm our business.

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Our charter documents, stock incentive plans and Delaware law could prevent a takeover that stockholders consider favorable and could also reduce the market price of our stock.

Our amended and restated certificate of incorporation and our amended and restated bylaws and our stock incentive plans contain provisions that could delay or prevent a change in control of our company.

Our Restated Certificate of Incorporation and our Amended and Restated Bylaws and our stock incentive plans contain provisions that could delay or prevent a change in control of our company.

These provisions could also make it more difficult for stockholders to elect directors and take other corporate actions.

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These provisions may prohibit large stockholders, in particular those owning 15% or more of our outstanding common stock, from engaging in certain business combinations without the approval of substantially all of our stockholders for a certain period of time.

These and other provisions in our amended and restated certificate of incorporation, our amended and restated bylaws and under Delaware law could discourage potential takeover attempts, reduce the price that investors might be willing to pay for shares of our common stock in the future and result in the market price being lower than it would be without these provisions.

Our Amended and Restated Certificate of Incorporation includes a forum selection clause, which could limit our stockholders' ability to obtain a favorable judicial forum for disputes with us.

Our Amended and Restated Certificate of Incorporation provides that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company's stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law or the Company's Amended and Restated Certificate of Incorporation or By-laws, or (iv) any action asserting a claim against the Company governed by the internal affairs doctrine.

These and other provisions in our Restated Certificate of Incorporation, our amended and restated bylaws and under Delaware law could discourage potential takeover attempts, reduce the price that investors might be willing to pay for shares of our common stock in the future and result in the market price being lower than it would be without these provisions.

Our Restated Certificate of Incorporation includes a forum selection clause, which could limit our stockholders' ability to obtain a favorable judicial forum for disputes with us.

Our Restated Certificate of Incorporation provides that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company's stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law or the Company's Restated Certificate of Incorporation or By-laws, or (iv) any action asserting a claim against the Company governed by the internal affairs doctrine.

This exclusive forum provision will not apply to claims under the Securities Exchange Act of 1934 but will apply to other state and federal law claims including actions arising under the Securities Act of 1933 (although our stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder).

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Accordingly, there is uncertainty as to whether a court would enforce such a forum selection provision as written in connection with claims arising under the Securities Act of 1933.

This forum selection provision in our Amended and Restated Certificate of Incorporation may limit our stockholders' ability to obtain a favorable judicial forum for disputes with us.

This forum selection provision in our Restated Certificate of Incorporation may limit our stockholders' ability to obtain a favorable judicial forum for disputes with us.

It is also possible that a court could rule that such a provision is inapplicable or unenforceable.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors