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Item 1A. Risk Factors

2026-03-19 compared with 2025-03-25 · 428 added, 205 removed, 42 unchanged (94% of the section changed)

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Forward-Looking and Cautionary Statements

Investing in our common stock involves a high degree of risk.

Prospective investors should carefully consider the following risks and uncertainties and all other information contained or referred to in this Form 10-K before investing in our common stock.

The risks and uncertainties described below are not the only ones facing us.

Additional risks and uncertainties that we are unaware of, or that we currently deem immaterial, also may become important factors that affect us.

If any of the following risks occur, our business, financial condition or results of operations could be materially and adversely affected.

In that case, the trading price of our common stock could decline, and you could lose some or all your investment.

Investing in our common stock

involves a high degree of risk.

Prospective investors should carefully consider the following risks and uncertainties and all other information

contained or referred to in this Form 10-K before investing in our common stock.

The risks and uncertainties described below are not the

only ones facing us.

Additional risks and uncertainties that we are unaware of, or that we currently deem immaterial, also may become

important factors that affect us.

If any of the following risks occur, our business, financial condition or results of operations could

be materially and adversely affected.

In that case, the trading price of our common stock could decline, and you could lose some or all

your investment.

Risks related to our business

The environment in which we compete is highly competitive, which creates adverse pricing pressures and may harm our business and operating results if we cannot compete effectively.

Competition across all of our businesses is intense.

The speed and accuracy with which we can meet customers’ needs, the price of our services and the quality of our products and supporting services are factors in this competition.

Some of our competitors have longer operating histories, greater name recognition, more established customer bases and significantly greater financial, technical, marketing and other resources than we do.

As a result, they may be able to respond more quickly and effectively than we can to new or changing market demands and requirements.

We could also be negatively impacted if our competitors reduce prices, add new features, form strategic alliances with other companies, or are acquired by other companies with greater available resources.

These competitive pressures to any aspect of our business could reduce our revenue and earnings.

Our business could be harmed if we do not successfully manage the integration of any business that we have acquired or may acquire in the future.

These risks include, among other things:

The environment in which we compete is highly

competitive, which creates adverse pricing pressures and may harm our business and operating results if we cannot compete effectively.

Competition across all of

our businesses is intense.

The speed and accuracy with which we can meet customers’ needs, the price of our services, and the quality

of our products and supporting services are factors in this competition.

Some of our competitors have

longer operating histories, greater name recognition, more established customer bases and significantly greater financial, technical,

marketing and other resources than we do.

As a result, they may be able to respond more quickly and effectively than we can to new or

changing market demands and requirements.

We could also be negatively impacted if our competitors reduce prices, add new features, form

strategic alliances with other companies, or are acquired by other companies with greater available resources.

These competitive pressures

to any aspect of our business could reduce our revenue and earnings.

Our revenue growth rate in past periods

relating to our historical Communications revenue stream may not be indicative of its future performance.

With respect to our historical

Communications revenue stream, we have experienced an annual revenue growth rate ranging from 13% to 55% between 2016 and 2023, however

in 2024 and 2025 it decreased 7% and 2%, respectively.

Historically, the majority of our growth has been attributable to the success of

our ACCESSWIRE newswire brand.

In 2023 and 2022, we also had additional growth from our acquisition of Newswire.

In 2020, much of

the growth came from demand for our events products that were upgraded to handle virtual needs in the industry as a result of the COVID-19

Additionally, acquisitions of VWP in January 2019 and FSCwire in July 2018 have contributed to the growth.

Our historical revenue

growth rate of the Communications revenue stream is not indicative of future growth, and we may not achieve similar revenue growth rates

in future periods.

You should not rely on our revenue or revenue growth for any prior quarterly or annual periods as an indication of

our future revenue or revenue growth.

If we are unable to maintain consistent revenue or revenue growth, it may be difficult to achieve

and maintain profitability and our stock price may be negatively impacted.

The success of our cloud-based software

largely depends on our ability to provide reliable solutions to our customers.

If a customer were to experience a product defect, a disruption

in its ability to use our solutions or a security flaw, demand for our solutions could be diminished, we could be subject to substantial

liability and our business could suffer.

Our product solutions are

complex, and we often release new features.

As such, our solutions could have errors, defects, viruses or security flaws that could result

in unanticipated downtime for our customers and harm our reputation and our business.

Internet-based software may contain undetected errors

or security flaws when first introduced or when new versions or enhancements are released.

We might from time to time find such defects

in our solutions, the detection and correction of which could be time-consuming and costly.

Since our customers use our solutions for

important aspects of their business, any errors, defects, disruptions in access, security flaws, viruses, data corruption or other performance

problems with our solutions could hurt our reputation and may damage our customers’ businesses.

If that occurs, customers could

elect not to renew, could delay or withhold payment to us or may make claims against us, which could result in an increase in our provision

for credit losses, an increase in collection cycles for accounts receivable or the expense and risk of litigation.

We could also lose

future sales.

In addition, a security breach of our solutions could result in our future business prospects being materially adversely

A substantial portion of our business

is derived from our press release distribution business, which is dependent on our technology and key partners.

As noted, our ACCESS Newswire

brand has been a major contributor to the increase in revenue associated with our business.

For the year ended December 31, 2025, our

press release distribution business contributed over 80% of overall revenue.

We also operate two leading-brand sister platforms, Newswire.com

and PressRelease.com.

These brands, combined into our new brand of ACCESS Newswire, are dependent upon several key partners for news distribution,

some of which are also partners that we rely on for other shareholder communications services.

From time-to-time distribution changes

can impact the industry, by some partners opting not to accept certain content, which can cause significant fluctuations in revenue and

volumes, for not only ACCESS Newswire, but the industry as a whole.

Additionally, ACCESS Newswire is highly dependent on technology and

any performance issues with this technology could have a material impact on our ability to serve our customers and thus our ability to

generate revenue.

Failure to manage our growth may adversely

affect our business or operations.

Since 2013, we have experienced

overall growth in our business, customer base, employee headcount and operations, and we expect to continue to grow our business over

the next several years.

This growth places a significant strain on our executive management team and employees and on our operating and

financial systems.

To manage our future growth, we must continue to scale our business functions, improve our financial and management

controls and our reporting systems and procedures and expand and train our work force.

In particular, we grew from 24 employees and contractors

as of December 31, 2012 to 91 (including 33 independent contractors) as of December 31, 2025.

We anticipate that additional

investments in sales and marketing personnel, infrastructure and research and development spending will be required to:

scale our operations and increase productivity;

address the needs of our customers;

further develop and enhance our existing solutions and offerings;

develop new technology.

We cannot assure you that

our controls, systems and procedures will be adequate to support our future operations or that we will be able to manage our growth effectively.

We also cannot assure you that we will be able to continue to expand our market presence in the United States and other current markets

or successfully establish our presence in other markets.

Failure to effectively manage growth could result in difficulties or delays in

deploying customers, declines in quality or customer satisfaction, increases in costs, difficulties in introducing new features or other

operational difficulties, and any of these difficulties could adversely impact our business performance and results of operations.

There are risks

and uncertainties associated with the sale of our Compliance business.

February 28, 2025, we sold our Compliance business to the Buyer for aggregate cash consideration of $12,500,000, with $12,000,000 of the

purchase price paid at closing and $500,000 retained by the Buyer as a holdback for a period of 12 months post-closing to satisfy potential

indemnification claims by the Buyer under the Purchase Agreement if any.

We used the entire $12,000,000 in closing cash to reduce our

indebtedness to Pinnacle Bank.

As such, we did not receive any cash at closing as a result of the sale of our Compliance business.

Compliance business has historically provided strong revenue, cash flow and gross margins.

While we believe our Communications business,

which has been our primary focus for approximately the last 10 years, will be a strong stand-alone business, there can be no guaranty

that it will be able to replace the revenue and cash flow of the Compliance business, which would result in a material adverse effect

on our business, financial condition and results of operations.

Additionally,

the sale of our Compliance business required us to separate and allocate specific assets to the business, including some shared assets.

We could face disputes with the Buyer regarding whether or not certain assets were included in the sale.

We also agreed to indemnify the

Buyer against certain losses suffered as a result of the certain breaches of our representations, warranties, covenants and agreements

in the Purchase Agreement and related documents.

Any event that results in a right for the buyer to seek indemnity from us could results

in substantial liability to us and could adversely affect our financial position and results of operations.

Although the Buyer agreed

to assume certain liabilities associated with the Compliance business, it did not assume all such liabilities, which could lead to a dispute.

February 26, 2026, the Buyer submitted an indemnification notice to us alleging indemnity claims under the Purchase Agreement in the aggregate

amount of $549,000.

While we dispute this amount and are in the process of discussing and negotiating the matter with the Buyer, there

is no guaranty that we will receive all or a substantial portion of the $500,000 holdback from the Buyer.

Moreover, this dispute and any

other future disputes with the Buyer related to the sale of our Compliance business could divert the attention of our management or otherwise

have a material adverse effect on our business, financial condition and results of operations.

Our business could be harmed if we do not

successfully manage the integration of any business that we have acquired or may acquire in the future.

These risks include, among other

the difficulty of integrating the operations and personnel of the acquired businesses into our ongoing operations;

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potential unknown liabilities, such as liability for hazardous substances, or other difficulties associated with acquired businesses.

Our revenue growth rate in past periods relating to our historical Communications revenue stream may not be indicative of its future performance.

With respect to our historical Communications revenue stream, we have experienced an annual revenue growth rate ranging from 13% to 55% between 2016 and 2023, however in 2024 it decreased 7%.

Throughout these years, most of the growth has been due to the success of our ACCESSWIRE newswire brand.

In 2023 and 2022, we also had additional growth from our acquisition of Newswire.

In 2020, much of the growth came from demand for our events products that were upgraded to handle virtual needs in the industry as a result of the COVID-19 pandemic.

Additionally, acquisitions of VWP in January 2019 and FSCwire in July 2018 have contributed to the growth.

Our historical revenue growth rate of the Communications revenue stream is not indicative of future growth, and we may not achieve similar revenue growth rates in future periods.

You should not rely on our revenue or revenue growth for any prior quarterly or annual periods as an indication of our future revenue or revenue growth.

If we are unable to maintain consistent revenue or revenue growth, it may be difficult to achieve and maintain profitability and our stock price may be negatively impacted.

The success of our cloud-based software largely depends on our ability to provide reliable solutions to our customers.

If a customer were to experience a product defect, a disruption in its ability to use our solutions or a security flaw, demand for our solutions could be diminished, we could be subject to substantial liability and our business could suffer.

Our product solutions are complex, and we often release new features.

As such, our solutions could have errors, defects, viruses or security flaws that could result in unanticipated downtime for our customers and harm our reputation and our business.

Internet-based software may contain undetected errors or security flaws when first introduced or when new versions or enhancements are released.

We might from time to time find such defects in our solutions, the detection and correction of which could be time consuming and costly.

Since our customers use our solutions for important aspects of their business, any errors, defects, disruptions in access, security flaws, viruses, data corruption or other performance problems with our solutions could hurt our reputation and may damage our customers’ businesses.

If that occurs, customers could elect not to renew, could delay or withhold payment to us or may make claims against us, which could result in an increase in our provision for credit losses, an increase in collection cycles for accounts receivable or the expense and risk of litigation.

We could also lose future sales.

In addition, a security breach of our solutions could result in our future business prospects being materially adversely impacted.

A substantial portion of our business is derived from our press release distribution business, which is dependent on technology and key partners.

As noted, our ACCESSWIRE brand has been vital to the increase in revenue associated with our Communications business.

It is expected that our recent acquisition of Newswire will also add significant revenue to our Communications business in the future.

These two brands, combined into our new brand of ACCESS Newswire, is dependent upon several key partners for news distribution, some of which are also partners that we rely on for other shareholder communications services.

During the second quarter of 2019, one of our key partners made an industry-wide decision to no longer accept investor commentary content.

A significant portion of our historical ACCESSWIRE revenue was generated from this type of content, which significantly affected revenue going forward.

Further disruption in any of these partnerships could have a material adverse impact on our business and financial results and the inability to procure new key partners could impact the growth of the ACCESS Newswire brand, particularly with respect to public company news distribution.

Additionally, ACCESS Newswire is highly dependent on technology and any performance issues with this technology could have a material impact on our ability to serve our customers and thus our ability to generate revenue.

Failure to manage our growth may adversely affect our business or operations.

Since 2013, we have experienced overall growth in our business, customer base, employee headcount and operations, and we expect to continue to grow our business over the next several years.

This growth places a significant strain on our executive management team and employees and on our operating and financial systems.

To manage our future growth, we must continue to scale our business functions, improve our financial and management controls and our reporting systems and procedures and expand and train our work force.

In particular, we grew from 24 employees and contractors as of December 31, 2012 to 113 (including 32 independent contractors) as of December 31, 2024.

We anticipate that additional investments in sales personnel, infrastructure and research and development spending will be required to:

scale our operations and increase productivity;

address the needs of our customers;

further develop and enhance our existing solutions and offerings;

develop new technology.

We cannot assure you that our controls, systems and procedures will be adequate to support our future operations or that we will be able to manage our growth effectively.

We also cannot assure you that we will be able to continue to expand our market presence in the United States and other current markets or successfully establish our presence in other markets.

Failure to effectively manage growth could result in difficulty or delays in deploying customers, declines in quality or customer satisfaction, increases in costs, difficulties in introducing new features or other operational difficulties, and any of these difficulties could adversely impact our business performance and results of operations.

There are risks and uncertainties associated with the sale of our Compliance business.

On February 28, 2025, we sold our Compliance business to the Buyer for aggregate cash consideration of $12,500,000, with $12,000,000 of the purchase price paid at closing and $500,000 retained by the Buyer as a holdback for a period of 12 months post-closing to satisfy potential indemnification claims by the Buyer under the Purchase Agreement if any.

We used the entire $12,000,000 in closing cash to reduce our indebtedness to Pinnacle Bank.

As such, we did not receive any cash at closing as a result of the sale of our Compliance business.

Our Compliance business has historically provided strong revenue and cash flow at high gross margins.

While we believe our Communications business, which has been our primary focus for approximately the last 10 years, will be a strong stand-alone business, there can be no guaranty that it will be able to replace the revenue and cash flow of the Compliance business, which would result in a material adverse effect on our business, financial condition and results of operations.

Additionally, the sale of our Compliance business required us to separate and allocate specific assets to the business, including some shared assets.

We could face disputes with the Buyer regarding whether or not certain assets were included in the sale.

Moreover, we agreed, for a period of time after the sale pursuant to a Transition Services Agreement, to continue to perform certain services that we historically performed for the Compliance business, and we also undertook other customary obligations associated with a disposition of a business by means of asset sale.

The attention of our management may be directed toward closing or post-closing matters relating to the sale of our Compliance business, including the services required by the Transition Services Agreement, and their focus may be diverted from the day-to-day business operations of our company.

We have also agreed to indemnify the Buyer against certain losses suffered as a result of certain breaches of our representations, warranties, covenants and agreements in the Purchase Agreement and related documents.

Any event that results in a right for the Buyer to seek indemnity from us could result in substantial liability to us and could adversely affect our financial position and results of operations.

Although the Buyer agreed to assume certain liabilities associated with the Compliance business, it did not assume all such liabilities, which could lead to a dispute.

Any disputes with the Buyer related to the sale of our Compliance business could divert the attention of our management or otherwise have a material adverse effect on our business, financial condition and results of operations.

If we are unable to retain our key employees and attract and retain other qualified personnel, our business could suffer.

Our ability to grow and our future success will depend to a significant extent on the continued contributions of our key executives, managers and employees.

In addition, many of our individual technical and sales personnel have extensive experience in our business operations and/or have valuable customer relationships that would be difficult to replace.

Their departure, if unexpected and unplanned, could cause a disruption to our business.

If we are unable to retain our key employees

and attract and retain other qualified personnel, our business could suffer.

Our ability to grow and our

future success will depend to a significant extent on the continued contributions of our key executives, managers and employees.

many of our individual technical and sales personnel have extensive experience in our business operations and/or have valuable customer

relationships that would be difficult to replace.

Their departure, if unexpected and unplanned, could cause disruption to our business.

Our competition for these individuals is intense in certain areas of our business.

We may not succeed in identifying and retaining the appropriate personnel in key positions.

Further, competitors and other entities have in the past recruited and may in the future attempt to recruit our employees, particularly our sales personnel.

The loss of the services of our key personnel, the inability to identify, attract and retain qualified personnel in the future or delays in hiring qualified personnel, particularly technical and sales personnel, could make it difficult for us to manage our business and meet key objectives, such as the timely introduction of new technology-based products and services, which could harm our business, financial condition and operating results.

If we fail to keep our customers’ information confidential or if we handle their information improperly, our business and reputation could be significantly and adversely affected.

If we fail to keep customers’ proprietary information and documentation confidential, we may lose existing customers and potential new customers and may expose them to significant loss of revenue based on the premature release of confidential information.

While we have security measures in place to protect customer information and prevent data loss and other security breaches, these measures may be breached as a result of third-party action, employee error, malfeasance or otherwise.

Because the techniques used to obtain unauthorized access or sabotage systems change frequently and generally are not identified until they are launched against a target, we may be unable to anticipate these techniques or implement adequate preventative measures.

In addition, our service providers (including, without limitation, hosting facilities, disaster recovery providers and software providers) may have access to our customers’ data and could suffer security breaches or data losses that affect our customers’ information.

If an actual or perceived security breach or premature release occurs, our reputation could be damaged, and we may lose future sales and customers.

We may also become subject to civil claims, including indemnity or damage claims in certain customer contracts, or criminal investigations by appropriate authorities, any of which could harm our business and operating results.

Furthermore, while our errors and omissions insurance policies include liability coverage for these matters, if we experienced a widespread security breach that impacted a significant number of our customers for whom we have these indemnity obligations, we could be subject to indemnity claims that exceed such coverage.

We must adapt to rapid changes in technology and customer requirements to remain competitive.

The market and demand for our products and services, to a varying extent, have been characterized by:

We may not succeed in identifying and retaining the

appropriate personnel in key positions.

Further, competitors and other entities have in the past recruited and may in the future attempt

to recruit our employees, particularly our sales personnel.

The loss of the services of our key personnel, the inability to identify,

attract and retain qualified personnel in the future or delays in hiring qualified personnel, particularly technical and sales personnel,

could make it difficult for us to manage our business and meet key objectives, such as the timely introduction of new technology-based

products and services, which could harm our business, financial condition and operating results.

If we fail to keep our customers’

information confidential or if we handle their information improperly, our business and reputation could be significantly and adversely

If we fail to keep customers’

proprietary information and documentation confidential, we may lose existing customers and potential new customers and may expose them

to significant loss of revenue based on the premature release of confidential information.

While we have security measures in place to

protect customer information and prevent data loss and other security breaches, these measures may be breached as a result of third-party

action, employee error, malfeasance or otherwise.

Because the techniques used to obtain unauthorized access or sabotage systems change

frequently and generally are not identified until they are launched against a target, we may be unable to anticipate these techniques

or implement adequate preventative measures.

In addition, our service providers

(including, without limitation, hosting facilities, disaster recovery providers and software providers) may have access to our customers’

data and could suffer security breaches or data losses that affect our customers’ information.

If an actual or perceived

security breach or premature release occurs, our reputation could be damaged, and we may lose future sales and customers.

become subject to civil claims, including indemnity or damage claims in certain customer contracts, or criminal investigations by appropriate

authorities, any of which could harm our business and operating results.

Furthermore, while our errors and omissions insurance policies

include liability coverage for these matters, if we experienced a widespread security breach that impacted a significant number of our

customers for whom we have these indemnity obligations, we could be subject to indemnity claims that exceed such coverage.

We must adapt to rapid changes in technology

and customer requirements to remain competitive.

The market and demand for

our products and services, to a varied extent, have been characterized by:

technological change;

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evolving customer requirements.

We believe that these trends will continue into the foreseeable future.

We believe that these trends

will continue into the foreseeable future.

Our success will depend, in part, upon our ability to:

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successfully develop new products and services that meet increasing customer requirements.

To achieve these goals, we will need to continue to make substantial investments in sales and marketing.

To achieve these goals,

we will need to continue to make substantial investments in sales and marketing.

be successful in developing product and service enhancements or new products and services on a timely basis, if at all;

be able to successfully market these enhancements and new products once developed.

Further, our products and services may be rendered obsolete or uncompetitive by new industry standards or changing technology.

Revenue from subscriptions and many of our service contracts is recognized ratably over the term of the contract or subscription period.

As a result, downturns or upturns in sales may not be immediately reflected in our operating results.

We generally recognize subscription and support revenue from customers ratably over the terms of their subscription agreements, which are typically on a quarterly or annual cycle and automatically renew for additional periods.

As a result, a substantial portion of the revenue we report in each quarter will be derived from the recognition of deferred revenue relating to subscription agreements entered into during previous quarters.

Consequently, a decline in new or renewed subscriptions in any one quarter may not be immediately reflected in our revenue results for that quarter.

Further, our products and

services may be rendered obsolete or uncompetitive by new industry standards or changing technology.

Revenue from subscriptions and many of our

service contracts is recognized ratably over the term of the contract or subscription period.

As a result, downturns or upturns in sales

may not be immediately reflected in our operating results.

We generally recognize subscription

and support revenue from customers ratably over the terms of their subscription agreements, which are typically on a quarterly or annual

cycle and automatically renew for additional periods.

As a result, a substantial portion of the revenue we report in each quarter will

be derived from the recognition of deferred revenue relating to subscription agreements entered into during previous quarters.

Consequently,

a decline in new or renewed subscriptions in any one quarter may not be immediately reflected in our revenue results for that quarter.

This decline, however, will negatively affect our revenue in future quarters.

Accordingly, the effect of significant downturns in sales and market acceptance of our solutions and potential changes in our rate of renewals may not be fully reflected in our results of operations until future periods.

Our subscription model also makes it difficult for us to rapidly increase our subscription revenue through additional sales in any period, as revenue from new customers must be recognized over the applicable subscription term.

In addition, we may be unable to adjust our cost structure to reflect the changes in revenue, which could adversely affect our operating results.

Our subscription renewal or upgrade rates may decline due to various factors which may impact our future revenue and operating results.

Our business depends substantially on customers renewing their subscriptions with us and expanding their use of our products.

Our customers have no obligation to renew their subscriptions for our products after the expiration of their initial subscription period.

We may not accurately predict new subscription or expansion rates and the impact these rates may have on our future revenue and operating results.

Our renewal rates may decline or fluctuate as a result of a number of factors, including customer dissatisfaction with our service, customers’ ability to continue their operations and spending levels and deteriorating general economic conditions.

If our customers do not renew their subscriptions for our products, purchase fewer solutions at the time of renewal, or negotiate a lower price upon renewal, our revenue will decline, and our business will suffer.

Our future success also depends in part on our ability to sell additional solutions and products, more subscriptions, or enhanced editions of our products to our current customers.

If our efforts to sell additional solutions and products to our customers are not successful, our growth and operations may be impeded.

In addition, any decline in our customer renewals or failure to convince our customers to broaden their use of our products would harm our future operating results.

We are subject to general litigation and regulatory requirements that may materially adversely affect us.

From time to time, we may be involved in disputes or regulatory inquiries that arise in the ordinary course of business.

We expect that the number and significance of these potential disputes may increase as our business expands and we grow larger.

While most of our agreements with customers limit our liability for damages arising from our solutions, we cannot assure you that these contractual provisions will protect us from liability for damages in the event we are sued.

Although we carry general liability insurance coverage, our insurance may not cover all potential claims to which we are exposed or may not be adequate to indemnify us for all liability that may be imposed.

Any claims against us, whether meritorious or not, could be time consuming, result in costly litigation, require significant amounts of management time, and result in the diversion of significant operational resources.

Because litigation is inherently unpredictable, we cannot assure you that the results of any of these actions will not have a material adverse effect on our business, financial condition, results of operations and prospects.

New and existing laws make determining our sales and use taxes and income tax rate complex and subject to uncertainty.

The computation of sales and use taxes and our provision for income tax is complex, as it is based on the laws of multiple taxing jurisdictions and requires significant judgment on the application of complicated rules governing accounting for such tax provisions under U.S.

generally accepted accounting principles.

Since sales and use tax varies by state, it may be difficult to determine taxability of our products and services in each state and remain current on frequently changing laws.

Additionally, provisions for income tax for interim quarters are based on forecasts of our U.S.

Accordingly, the effect of significant downturns in sales

and market acceptance of our solutions and potential changes in our rate of renewals may not be fully reflected in our results of operations

until future periods.

Our subscription model also makes it difficult for us to rapidly increase our subscription revenue through additional

sales in any period, as revenue from new customers must be recognized over the applicable subscription term.

In addition, we may be unable

to adjust our cost structure to reflect the changes in revenue, which could adversely affect our operating results.

Our subscription renewal or upgrade rates

may decline due to various factors which may impact our future revenue and operating results.

Our business depends substantially

on customers renewing their subscriptions with us and expanding their use of our products.

Our customers have no obligation to renew their

subscriptions for our products after the expiration of their initial subscription period.

We may not accurately predict new subscription

or expansion rates and the impact these rates may have on our future revenue and operating results.

Our renewal rates may decline or fluctuate

as a result of a number of factors, including customer dissatisfaction with our service, customers’ ability to continue their operations

and spending levels and deteriorating general economic conditions.

If our customers do not renew their subscriptions for our products,

purchase fewer solutions at the time of renewal, or negotiate a lower price upon renewal, our revenue will decline, and our business will

Our future success also depends in part on our ability to sell additional solutions and products, more subscriptions, or enhanced

editions of our products to our current customers.

If our efforts to sell additional solutions and products to our customers are not successful,

our growth and operations may be impeded.

In addition, any decline in our customer renewals or failure to convince our customers to broaden

their use of our products would harm our future operating results.

We are subject to general litigation and

regulatory requirements that may materially adversely affect us.

From time to time, we may

be involved in disputes or regulatory inquiries that arise in the ordinary course of business.

We expect that the number and significance

of these potential disputes may increase as our business expands and we grow larger.

While most of our agreements with customers limit

our liability for damages arising from our solutions, we cannot assure you that these contractual provisions will protect us from liability

for damages in the event we are sued.

Although we carry general liability insurance coverage, our insurance may not cover all potential

claims to which we are exposed or may not be adequate to indemnify us for all liability that may be imposed.

Any claims against us, whether

meritorious or not, could be time consuming, result in costly litigation, require significant amounts of management time, and result in

the diversion of significant operational resources.

Because litigation is inherently unpredictable, we cannot assure you that the results

of any of these actions will not have a material adverse effect on our business, financial condition, results of operations and prospects.

New and existing laws make determining our

sales and use taxes and income tax rate complex and subject to uncertainty.

The computation of sales and

use taxes and our provision for income tax is complex, as it is based on the laws of multiple taxing jurisdictions and requires significant

judgment on the application of complicated rules governing accounting for such tax provisions under U.S.

generally accepted accounting

Since sales and use tax varies by state, it may be difficult to determine taxability of our products and services in each

state and remain current on frequently changing laws.

Additionally, provisions for income tax for interim quarters are based on forecasts

effective tax rates for the year and contain numerous assumptions.

Various items cannot be accurately forecasted, and future events may be treated as discrete to the period in which they occur.

Our provision for income tax can be materially impacted by things such as changes in our business, internal restructuring and acquisitions, changes in tax laws and accounting guidance and other regulatory, legislative developments, tax audit determinations, changes in uncertain tax positions, tax deductions attributed to equity compensation and changes in our determination for a valuation allowance for deferred tax assets.

For all of these reasons, our actual income taxes may be materially different than our provision for income tax.

Various items cannot be accurately forecasted,

and future events may be treated as discrete to the period in which they occur.

Our provision for income tax can be materially impacted

by things such as changes in our business, internal restructuring and acquisitions, changes in tax laws and accounting guidance and other

regulatory, legislative developments, tax audit determinations, changes in uncertain tax positions, tax deductions attributed to equity

compensation and changes in our determination for a valuation allowance for deferred tax assets.

For all of these reasons, our actual

income taxes may be materially different than our provision for income tax.

We are subject to U.S.

and foreign data privacy and protection laws and regulations as well as contractual privacy obligations, and our failure to comply could subject us to fines and damages and would harm our reputation and business.

We manage private and confidential information and documentation related to our customers’ finances and transactions, often prior to public dissemination.

The use of insider information is highly regulated in the United States and abroad, and violations of securities laws and regulations may result in civil and criminal penalties.

In addition, we are subject to the data privacy and protection laws and regulations adopted by federal, state and foreign legislatures and governmental agencies.

Data privacy and protection is highly regulated and may become the subject of additional regulation in the future.

Privacy laws restrict our storage, use, processing, disclosure, transfer and protection of non-public personal information by our customers or collected from visitors of our website.

We strive to comply with all applicable laws, regulations, policies and legal obligations relating to privacy and data protection.

However, it is possible that these requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices.

Any failure, or perceived failure, by us to comply with federal, state or international laws, including laws and regulations regulating privacy, payment card information, personal health information, data or consumer protection, could result in proceedings or actions against us by governmental entities or others.

The regulatory framework for privacy and data protection issues worldwide is evolving, and various government and consumer agencies and public advocacy groups have called for new regulation and changes in industry practices, including some directed at providers of mobile and online resources in particular.

and foreign data

privacy and protection laws and regulations as well as contractual privacy obligations, and our failure to comply could subject us to

fines and damages and would harm our reputation and business.

We manage private and confidential

information and documentation related to our customers’ finances and transactions, often prior to public dissemination.

of insider information is highly regulated in the United States and abroad, and violations of securities laws and regulations may result

in civil and criminal penalties.

In addition, we are subject to the data privacy and protection laws and regulations adopted by federal,

state and foreign legislatures and governmental agencies.

Data privacy and protection is highly regulated and may become the subject of

additional regulation in the future.

Privacy laws restrict our storage, use, processing, disclosure, transfer and protection of non-public

personal information by our customers or collected from visitors of our website.

We strive to comply with all applicable laws, regulations,

policies and legal obligations relating to privacy and data protection.

However, it is possible that these requirements may be interpreted

and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices.

failure, or perceived failure, by us to comply with federal, state or international laws, including laws and regulations regulating privacy,

payment card information, personal health information, data or consumer protection, could result in proceedings or actions against us

by governmental entities or others.

The regulatory framework for

privacy and data protection issues worldwide is evolving, and various government and consumer agencies and public advocacy groups have

called for new regulation and changes in industry practices, including some directed at providers of mobile and online resources in particular.

Our obligations with respect to privacy and data protection may become broader or more stringent.

If we are required to change our business activities or revise or eliminate services, or to implement costly compliance measures, our business and results of operations could be harmed.

If potential customers take a long time to evaluate the use of our products, we could incur additional selling expenses and decrease our profitability.

The acceptance of our services depends on a number of factors, including the nature and size of the potential customer base, the effectiveness of our system, and the extent of the commitment being made by the potential customer, and is difficult to predict.

Currently, our sales and marketing expenses per customer are fairly low.

If potential customers take longer than we expect to decide whether to use our services and require that we travel to their sites, present more marketing material, or spend more time in completing the sales process, our selling expenses could increase, and decrease our profitability.

If we are unable to successfully develop and timely introduce new technology-based products or enhance existing technology-based products, our business may be adversely affected.

In the past few years, we have expended significant resources to develop and introduce new technology-based products and improve and enhance our existing technology-based products in an attempt to maintain or increase our sales.

The long-term success of new or enhanced technology-based products may depend on a number of factors including, but not limited to, the following:

anticipating and effectively addressing customer preferences and demand, the success of our sales and marketing efforts, timely and successful development, changes in governmental regulations and the quality of or defects in our products.

The development of our technology-based products is complex and costly, and we typically have multiple technology-based products in development at the same time.

Given the complexity, we occasionally have experienced, and could experience in the future, delays in completing the development and introduction of new and enhanced technology-based products.

Problems in the design or quality of our products or services may also have an adverse effect on our brand, business, financial condition, and operating results.

Unanticipated problems in developing technology-based products could also divert substantial development resources, which may impair our ability to develop new technology-based products and enhancements of such products and could substantially increase our costs.

If new or enhanced product and service introductions are delayed or not successful, we may not be able to achieve an acceptable return, if any, on our development efforts, and our business may be adversely affected.

If we are required to change our business

activities or revise or eliminate services, or to implement costly compliance measures, our business and results of operations could be

If potential customers take a long time

to evaluate the use of our products, we could incur additional selling expenses and decrease our profitability.

The acceptance of our services

depends on a number of factors, including the nature and size of the potential customer base, the effectiveness of our system, and the

extent of the commitment being made by the potential customer, and is difficult to predict.

Currently, our sales and marketing expenses

per customer are fairly low.

If potential customers take longer than we expect to decide whether to use our services and require that

we travel to their sites, present more marketing material, or spend more time in completing the sales process, our selling expenses could

increase, and decrease our profitability.

If we are unable to successfully develop

and timely introduce new technology-based products or enhance existing technology-based products, our business may be adversely affected.

In the past few years, we

have expended significant resources to develop and introduce new technology-based products and improve and enhance our existing technology-based

products in an attempt to maintain or increase our sales.

The long-term success of new or enhanced technology-based products may depend

on a number of factors including, but not limited to, the following:

anticipating and effectively addressing customer preferences and

demand, the success of our sales and marketing efforts, timely and successful development, changes in governmental regulations and the

quality of or defects in our products.

The development of our technology-based

products is complex and costly, and we typically have multiple technology-based products in development at the same time.

Given the complexity,

we occasionally have experienced, and could experience in the future, delays in completing the development and introduction of new and

enhanced technology-based products.

Problems in the design or quality of our products or services may also have an adverse effect on our

brand, business, financial condition, and operating results.

Unanticipated problems in developing technology-based products could also

divert substantial development resources, which may impair our ability to develop new technology-based products and enhancements of such

products and could substantially increase our costs.

If new or enhanced product and service introductions are delayed or not successful,

we may not be able to achieve an acceptable return, if any, on our development efforts, and our business may be adversely affected.

Risks Related to Our Credit Agreement

Our obligations under the Credit Agreement, as amended, with Pinnacle Bank are secured by a first priority security interest in substantially all of our assets.

Our obligations under the

Credit Agreement, as amended, with Pinnacle Bank are secured by a first priority security interest in substantially all of our assets.

Additionally, all of our subsidiaries agreed to guarantee our obligations under the Credit Agreement.

As such, our creditor may enforce its security interests over our assets and/or our subsidiaries which secure the repayment of such obligations, take control of our assets and operations, force us to seek bankruptcy protection, or force us to curtail or abandon our current business plans and operations.

If that were to happen, any investment in the Company could become worthless.

Our failure to comply with the covenants in the documents governing our existing and future indebtedness could materially adversely affect our financial condition and liquidity.

In connection with the Credit Agreement, we agreed to comply with certain affirmative and negative covenants and agreed to meet certain financial covenants.

The Credit Agreement contains customary indemnification requirements, representations and warranties and customary affirmative and negative covenants applicable to the Loan Parties and their subsidiaries, including, among other things, restrictions on indebtedness, liens, investments, mergers, dispositions, prepayment of other indebtedness, transactions with affiliates, and dividends and other distributions.

In addition, the Credit Agreement contains financial covenants, tested quarterly, that require a Fixed Charge Ratio (as defined in the Credit Agreement) and a Leverage Ratio (as defined in the Credit Agreement) to be maintained at certain levels.

Events of default under the Credit Agreement include, but are not limited to the following:

our failure to timely make payments due under the Credit Agreement;

material misrepresentations or misstatements in any representation or warranty of any of the Loan Parties;

failure by the Company or any of its subsidiaries to comply with their covenants under the Credit Agreement and other related agreements, subject in certain cases to rights to cure;

certain defaults under other indebtedness of the Loan Parties;

insolvency or bankruptcy-related events with respect to the Company or any of its subsidiaries;

if the Credit Agreement or certain related agreements or security interests created by them cease to be in full force and effect;

and the occurrence of a change in control, each as discussed in greater detail in the Credit Agreement, and subject to certain cure rights.

If any event of default occurs and is continuing under the Credit Agreement, the lenders may terminate their commitments and may require the Company and its subsidiaries to repay outstanding debt.

A breach of any of the covenants of the Credit Agreement or any future agreements, if uncured or unwaived, could lead to an event of default under any such document, which in some circumstances could give our creditors the right to demand that we accelerate repayment of amounts due and/or enforce their security interests over substantially all of our assets.

As of December 31, 2025, the outstanding

balance under our credit agreement amounted to $2,608,000.

As such, our creditor may enforce its security interests over our assets and/or

our subsidiaries which secure the repayment of such obligations and potentially take control of certain of our assets and operations or

force us to use a substantial portion of our current cash-on-hand to repay the amounts due under the Credit Agreement.

If that were to

happen we may be forced to curtail our current business plans and operations, which could decrease the value of any investment in our

In connection with the Credit

Agreement, we agreed to comply with certain affirmative and negative covenants and agreed to meet certain financial covenants.

Agreement contains customary indemnification requirements, representations and warranties and customary affirmative and negative covenants

applicable to the Loan Parties and their subsidiaries, including, among other things, restrictions on indebtedness, liens, investments,

mergers, dispositions, prepayment of other indebtedness, transactions with affiliates, and dividends and other distributions.

the Credit Agreement contains financial covenants, tested quarterly, that require a Fixed Charge Ratio (as defined in the Credit Agreement)

to be maintained at certain levels and certain unrestricted liquidity requirements.

A breach of any of the covenants

of the Credit Agreement, if uncured or unwaived, could lead to an event of default under any such document, which in some circumstances

could give our creditors the right to demand that we accelerate repayment of amounts due and/or enforce their security interests over

certain of our assets.

This would likely in turn trigger cross-acceleration or cross-default rights in other documents governing our indebtedness.

Therefore, in the event of any such breach, we may need to seek covenant waivers or amendments from our creditors or seek alternative or additional sources of financing, and we may not be able to obtain any such waivers or amendments or alternative or additional financing on acceptable terms, if at all.

In addition, any covenant breach or event of default could harm our credit rating and our ability to obtain additional financing on acceptable terms.

The occurrence of any of these events could have a material adverse effect on our financial condition and liquidity and/or cause our lenders to enforce their security interests which could ultimately result in the foreclosure of our assets, which would have a material adverse effect on our operations and the value of our securities.

Therefore, in the event of any such breach, we may need to seek covenant waivers or amendments from our creditors and we may not be able

to obtain any such waivers or amendments.

In addition, any covenant breach or event of default could harm our credit rating and our ability

to obtain additional financing on acceptable terms.

The occurrence of any of these events could have a material adverse effect on our

financial condition and liquidity, which could have a material adverse effect on our operations and the value of our securities.

Risks Related to Our Common Stock;

Liquidity Risks

The price of our common stock may fluctuate significantly, which could lead to losses for stockholders.

The stock prices of smaller public companies can experience extreme price and volume fluctuations.

These fluctuations often have been unrelated or out of proportion to the operating performance of such companies.

The price of our common stock may fluctuate

significantly, which could lead to losses for stockholders.

The stock prices of smaller

public companies can experience extreme price and volume fluctuations.

These fluctuations often have been unrelated or out of proportion

to the operating performance of such companies.

We expect our stock price to be similarly volatile.

These broad market fluctuations may continue and could harm our stock price.

Any negative change in the public’s perception of our prospects or companies in our market could also depress our stock price, regardless of our actual results.

These broad market fluctuations may

continue and could harm our stock price.

Any negative change in the public’s perception of our prospects or companies in our market

could also depress our stock price, regardless of our actual results.

Factors affecting the trading price of our common stock may include:

4 unchanged sentences

changes in the estimates of operating results or changes in recommendations by any securities analyst that elect to follow our common stock.

If securities or industry analysts issue an adverse opinion regarding our stock, our stock price and trading volume could decline.

The trading market for our common stock is influenced by the research and reports that securities or industry analysts may publish about us, our business, our market or our competitors.

If any of the analysts who may cover us adversely change their recommendation regarding our common stock, or provide more favorable relative recommendations about our competitors, the trading price of our common stock could decline.

If any analyst who may cover us were to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the trading price of our common stock or trading volume to decline.

The market price of our common stock may be adversely affected by market conditions affecting the stock markets in general, including price and trading fluctuations on the NYSE American.

Market conditions may result in volatility in the level of, and fluctuations in, market prices of stocks generally and, in turn, our common stock and sales of substantial amounts of our common stock in the market, in each case being unrelated or disproportionate to changes in our operating performance.

A weak global economy could also contribute to extreme volatility of the markets, which may have an effect on the market price of our common stock.

There can be no assurances that dividends will be paid in the future.

We paid dividends in 2012, part of 2013 and from the fourth quarter of 2015 through the third quarter of 2018.

In the fourth quarter of 2018, we announced that we would no longer be declaring quarterly dividends for the foreseeable future in order to invest such money in our business.

The declaration and payment of dividends in the future will be determined by our Board of Directors in light of conditions then existing, including our earnings, financial condition, capital requirements and other factors.

There can be no assurances that dividends will be paid in the future in the form of either cash or stock.

Our Board of Directors has the ability without stockholder approval to issue shares of preferred stock with terms detrimental to the holders of our common stock.

We currently have authorized but unissued “blank check” preferred stock.

Without the vote of our shareholders, the Board of Directors may issue such preferred stock with both economic and voting rights and preferences senior to those of the holders of our common stock.

Any such issuances may negatively impact the ultimate benefits to the holders of our common stock in the event of a liquidation event and may have the effect of preventing a change of control and could dilute the voting power of our common stock and reduce the market price of our common stock.

Future sales and issuances of our capital stock or rights to purchase capital stock could result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to decline.

Our certificate of incorporation authorizes us to issue up to 20,000,000 shares of common stock.

Future sales and issuances of our capital stock or rights to purchase our capital stock could result in substantial dilution to our existing stockholders.

We may sell common stock, convertible securities, and other equity securities in one or more transactions at prices and in a manner as we may determine from time to time.

If we sell any such securities in subsequent transactions, investors may be materially diluted, which could result in downward pressure on the price of our common stock.

New investors in subsequent transactions could gain rights, preferences, and privileges senior to those of holders of our common stock.

In addition, if outstanding stock options are exercised or when outstanding restricted stock units are settled in shares, current shareholders will experience dilution.

We will continue to incur significantly increased costs and devote substantial management time as a result of operating as a public company.

As a public company, we incur significant legal, accounting, and other expenses that would not be incurred as a private company.

For example, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (Exchange Act), and are required to comply with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Act, as well as rules and regulations subsequently implemented by the SEC and the New York Stock Exchange, including the establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices.

Compliance with these requirements has increased our legal and financial compliance costs and made some activities more time consuming and costly.

If securities or industry analysts issue

an adverse opinion regarding our stock, our stock price and trading volume could decline.

The trading market for our

common stock is influenced by the research and reports that securities or industry analysts may publish about us, our business, our market

or our competitors.

If any of the analysts who may cover us adversely change their recommendation regarding our common stock, or provide

more favorable relative recommendations about our competitors, the trading price of our common stock could decline.

If any analyst who

may cover us were to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial

markets, which in turn could cause the trading price of our common stock or trading volume to decline.

The market price of our common stock may

be adversely affected by market conditions affecting the stock markets in general, including price and trading fluctuations on the NYSE

Market conditions may result

in volatility in the level of, and fluctuations in, market prices of stocks generally and, in turn, our common stock and sales of substantial

amounts of our common stock in the market, in each case being unrelated or disproportionate to changes in our operating performance.

weak global economy could also contribute to extreme volatility of the markets, which may have an effect on the market price of our common

There can be no assurances that dividends

will be paid in the future.

We have not paid dividends

since 2018, when we announced that we would no longer be declaring quarterly dividends for the foreseeable future in order to invest such

money in our business.

The declaration and payment of dividends in the future will be determined by our Board of Directors in light of

conditions then existing, including our earnings, financial condition, capital requirements and other factors.

There can be no assurances

that dividends will be paid in the future in the form of either cash or stock.

Our Board of Directors has the ability without

stockholder approval to issue shares of preferred stock with terms detrimental to the holders of our common stock.

We currently have authorized

but unissued “blank check” preferred stock.

Without the vote of our shareholders, the Board of Directors may issue such preferred

stock with both economic and voting rights and preferences senior to those of the holders of our common stock.

Any such issuances may

negatively impact the ultimate benefits to the holders of our common stock in the event of a liquidation event and may have the effect

of preventing a change of control and could dilute the voting power of our common stock and reduce the market price of our common stock.

Future sales and issuances of our capital

stock or rights to purchase capital stock could result in additional dilution of the percentage ownership of our stockholders and could

cause our stock price to decline.

Our certificate of incorporation

authorizes us to issue up to 20,000,000 shares of common stock.

Future sales and issuances of our capital stock or rights to purchase

our capital stock could result in substantial dilution to our existing stockholders.

We may sell common stock, convertible securities,

and other equity securities in one or more transactions at prices and in a manner as we may determine from time to time.

If we sell any

such securities in subsequent transactions, investors may be materially diluted, which could result in downward pressure on the price

of our common stock.

New investors in subsequent transactions could gain rights, preferences, and privileges senior to those of holders

of our common stock.

In addition, if outstanding stock options are exercised or when outstanding restricted stock units are settled in

shares, current shareholders will experience dilution.

We will continue to incur significantly

increased costs and devote substantial management time as a result of operating as a public company.

As a public company, we incur

significant legal, accounting, and other expenses that would not be incurred as a private company.

We estimate these costs to be approximately

$625,000 per year and are included in General & Administrative expenses in our Consolidated Statements of Income (Loss).

we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (Exchange Act), and are required to comply

with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Act, as well as rules and regulations subsequently implemented

by the SEC and the New York Stock Exchange, including the establishment and maintenance of effective disclosure and financial controls

and changes in corporate governance practices.

Compliance with these requirements has increased our legal and financial compliance costs

and made some activities more time consuming and costly.

Many of these costs recur annually.

As a result, management’s attention may be diverted from other business concerns, which could adversely affect our business and operating results.

A failure to maintain adequate internal controls over our financial and management systems could cause errors in our financial reporting, which could cause a loss of investor confidence and result in a decline in the price of our common stock.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting.

In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required.

If we have a material weakness or significant deficiency in our internal control over financial reporting, we may not detect errors on a timely basis and our financial statements may be materially misstated.

As a result, management’s attention

may be diverted from other business concerns, which could adversely affect our business and operating results.

A failure to maintain adequate internal

controls over our financial and management systems could cause errors in our financial reporting, which could cause a loss of investor

confidence and result in a decline in the price of our common stock.

The Sarbanes-Oxley Act requires,

among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting.

to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this

standard, significant resources and management oversight may be required.

If we have a material weakness or significant deficiency in

our internal control over financial reporting, we may not detect errors on a timely basis and our financial statements may be materially

Effective internal controls are necessary for us to produce reliable financial reports and are important to prevent fraud.

As a result, our failure to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act on a timely basis could result in us being subject to regulatory action and a loss of investor confidence in the reliability of our financial statements, both of which in turn could cause the market value of our common stock to decline and affect our ability to raise capital.

Because we are a smaller reporting company, our independent registered public accounting firm was not required to and did not perform an audit of our internal control over financial reporting for the fiscal year ended December 31, 2024.

As a result, our failure to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act on a timely basis could result in us being

subject to regulatory action and a loss of investor confidence in the reliability of our financial statements, both of which in turn could

cause the market value of our common stock to decline and affect our ability to raise capital.

Because we are a smaller reporting

company, our independent registered public accounting firm was not required to and did not perform an audit of our internal control over

financial reporting for the fiscal year ended December 31, 2025.

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