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Item 1A. Risk Factors

2026-02-24 compared with 2025-03-04 · 181 added, 233 removed, 250 unchanged (62% of the section changed)

We are subject to various risks that may harm our

business, prospects, financial condition and results of operation or prevent us from achieving our goals.

We are subject to various risks that may harm

our business, prospects, financial condition and results of operation or prevent us from achieving our goals.

If any of these risks occur,

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expenditures, complications and delays in a new business, including, without limitation:

the timing and success of our plan of commercialization and the fact that we have entered into only one full commercial license with a customer, ST;

the timing and success of our plan of commercialization;

our ability to replicate on a large commercial scale the benefits of our MST technology that we have demonstrated in preliminary testing;

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our ability to structure, negotiate and enforce license agreements that will allow us to operate profitably;

our ability to advance our license agreement with ST through the qualification phase, complete the HVM license milestone with ST and earn the corresponding license fee and subsequently reach the phase in which ST ships royalty-bearing products, which is core to our business model;

our ability to advance our license agreement with ST Microelectronics (ST) through the qualification phase, where it is currently on hold;

our ability to advance the licensing arrangements with our RF licensee and our foundry licensee to R&D and HVM licenses and to shipment of royalty-bearing products;

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our ability to raise additional capital as and when needed.

Investors should evaluate an investment

in us in light of the uncertainties encountered by developing companies in a competitive environment.

There can be no assurance that our

efforts will be successful or that we will ultimately be able to attain profitability.

We have a history of significant

operating losses and anticipate continued operating losses for at least the near term.

For the years ended December 31, 2024 and

2023, we have incurred net losses of approximately $18.4 million and $19.8 million, respectively, and our operations have used approximately

$13.2 million and $14.6 million of cash, respectively.

Investors should evaluate

an investment in us in light of the uncertainties encountered by developing companies in a competitive environment.

There can be no assurance

that our efforts will be successful or that we will ultimately be able to attain profitability.

We have a history of

significant operating losses and anticipate continued operating losses for at least the near term.

For the years ended December

31, 2025 and 2024, we have incurred net losses of approximately $20.2 million and $18.4 million, respectively, and our operations have

used approximately $14.9 million and $13.2 million of cash, respectively.

As of December 31, 2025, we had an accumulated deficit of approximately

$241.7 million.

We will continue to experience negative cash flows from operations until at least such time as we are able to secure R&D

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or continue operations.

While we have entered into

one commercial license agreement, four integration license agreements and two joint development agreements, there can be no assurance

While we have entered

into one commercial license agreement, four integration license agreements and two joint development agreements, there can be no assurance

that any of these relationships will advance to further licensing stages or to royalty-based distribution license agreements .

In September and October 2018, respectively, we entered into separate license agreements with AKM and ST, both of which are leading IDMs.

In October 2019, we entered into a license agreement with a leading RF semiconductor supplier.

In December 2021, we entered into a JDA

with a leading semiconductor manufacturer.

In February 2022, we entered into an integration license agreement with a semiconductor foundry.

In April 2022 we entered into a JDA with a major semiconductor foundry.

Our integration licensees have paid us licensing fees for the

right to build products that integrate MST technology onto their semiconductor wafers, but the agreements do not grant the licensees the

right to sell products incorporating MST.

Such rights require our integration licensees to enter into additional license agreements that,

if executed, would allow each licensee or their foundry to manufacture MST-enabled products and to sell them to their customers.

and HVM agreements such as our license agreement with ST provide for substantially larger upfront license fee payments than integration

license fees and such agreements require licensees to make royalty payments to us based the number and sales price of MST-enabled products

they sell to their customers.

Our first JDA customer paid us for an R&D license in the first quarter of 2021 when we delivered our

MST recipe to them.

In February 2022, we successfully achieved all the development milestones in the JDA resulting in additional revenue.

Nevertheless, neither of our JDAs commits the customers to take MST to production.

ST has successfully installed our MST film recipe and

they have accepted our film under the license agreement, resulting in the grant of an R&D license to them enabling them to manufacture

MST wafers for internal use, but there can be no assurance that our MST technology will deliver the performance, power or other requirements

that ST or our other customers seek for their products or that the integration of our technology with our customers’ manufacturing

process will be successful in high volume.

In addition, even if our MST technology is successfully integrated into the licensees’

products, any or all of our licensees may decide, for reasons unrelated to the price or performance of our MST technology, not to enter

the subsequent license phases or execute the additional license agreements required to take MST to commercial production.

Neither of our JDAs commits the customers to take MST to production.

ST has successfully installed our MST film recipe and accepted our

film under a commercial license agreement executed in April 2023, resulting in the grant of an R&D license to them enabling them to

manufacture MST wafers for internal use.

However, in October 2025 ST informed us that they would not complete the qualification of MST

into their process after deciding to migrate their development of their targeted process to 300mm wafers.

There can be no assurance whether

or when ST will re-commence qualification of MST technology or that, in the event they do proceed, that MST will deliver the performance,

power or other requirements that ST or our other customers seek for their products or that the integration of our technology with our

customers’ manufacturing process will be successful in high volume.

In addition, even if our MST technology is successfully integrated

into the licensees’ products, any or all of our licensees may decide, for reasons unrelated to the price or performance of our MST

technology, not to enter the subsequent license phases or execute the additional license agreements required to take MST to commercial

We expect that our product

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Our integration license agreements with our current

licensees do not commit them to manufacturing or distribution licenses and we expect those licensees to perform additional tests on evaluation

wafers under their respective integration licenses before deciding whether to enter the next stages of licensing MST.

As such, we will

incur additional expenses in our engagements with our licensees before we receive license fees, if any, for manufacturing and distribution

and before any subsequent royalty stream begins.

Although we have successfully completed the objectives of our first JDA and granted that

customer a manufacturing license, the agreement does not commit our customer to a distribution license.

While we believe our JDAs and

our integration license agreements should accelerate licensing decisions by other customers, the evaluation process for new technologies

in the semiconductor industry is inherently long and complex and there can be no assurance that we will successfully convert other customer

prospects into paying customers or that any of these customers will generate sufficient revenue to cover our expenses.

Qualification of our MST

technology requires access to our potential customers’ manufacturing tools and facilities, as well as to leased tools and facilities,

licensees do not commit them to R&D or HVM licenses and we expect those licensees to perform additional tests on evaluation wafers

under their respective integration licenses before deciding whether to enter the next stages of licensing MST.

As such, we will incur

additional expenses in our engagements with our licensees before we receive license fees, if any, for manufacturing and distribution and

before any subsequent royalty stream begins..

While we believe our JDAs and our integration license agreements should accelerate licensing

decisions by other customers, the evaluation process for new technologies in the semiconductor industry is inherently long and complex

and there can be no assurance that we will successfully convert other customer prospects into paying customers or that any of these customers

will generate sufficient revenue to cover our expenses.

Qualification of our

MST technology requires access to our potential customers’ manufacturing tools and facilities, as well as to leased tools and facilities,

which may not be available on a timely basis or at all.

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2025 exceeded $700 billion in sales.

Over the past three years, some segments of the industry have been characterized by product shortages

as strong demand has outstripped supply, resulting in tight capacity among our potential customers, while other segments have experienced

softness and excess supply as part of the correction of COVID-era supply-chain disruptions .

Although these supply/demand imbalances and

uneven capacity conditions have started to normalize throughout 2024, we have experienced delays in completing the processing of evaluation

wafers by our customers as those customers prioritize utilization of their equipment for production use.

If our customers do not dedicate

their equipment and facilities to testing our products in a timely fashion, we may experience delays that will increase our expenses and

delay our customers’ decisions on entering into commercial licenses with us.

Additionally, we conduct our ongoing research and development

and portions of our customer evaluation activities using leased epitaxial (epi) deposition tools that we believe will accelerate internal

development work and customer engagements.

However, epi tools require ongoing, complex maintenance and they have been and will continue

to be subject to both planned and unplanned downtime.

Any interruption in our epi tool availability may negatively impact the progress

of customer work as well as our internal research and development and accordingly could delay or prevent customers from entering into

commercial licenses.

The long-term success of

our business is dependent on a royalty-based business model, which is inherently risky.

The combination of recovery from COVID-era supply-chain disruptions and the rapid growth in demand

driven by AI, some segments of the industry have been characterized by product shortages as strong demand has outstripped supply, resulting

in tight capacity among our potential customers, while other segments have experienced softness and excess supply.

We have experienced

delays in completing the processing of evaluation wafers by our customers as those customers prioritize utilization of their equipment

for production use.

If our customers do not dedicate their equipment and facilities to testing our products in a timely fashion, we may

experience delays that will increase our expenses and delay our customers’ decisions on entering into commercial licenses with us.

Additionally, we conduct our ongoing research and development and portions of our customer evaluation activities using leased epitaxial

(epi) deposition tools that we believe will accelerate internal development work and customer engagements.

However, epi tools require

ongoing, complex maintenance and they have been and will continue to be subject to both planned and unplanned downtime.

Any interruption

in our epi tool availability may negatively impact the progress of customer work as well as our internal research and development and

accordingly could delay or prevent customers from entering into commercial licenses.

The long-term success

of our business is dependent on a royalty-based business model, which is inherently risky.

The long-term success of our business

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customers’ willingness to agree to an ongoing royalty model, which may impact their product costs and margins;

our licensee customers’ ability to successfully market MST-enabled products to their end customers;

customers’ ability to successfully market MST-enabled products to their end customers;

the length of the design cycle and the ability to successfully integrate our MST technology into integrated circuits;

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the timing of receipt of royalty reports and the applicable revenue recognition criteria, which may result in fluctuation in our results of operations.

We may need additional financing

to execute our business plan and fund operations, which additional financing may not be available on reasonable terms or at all.

of December 31, 2024, we had total assets of approximately $29.1 million, cash, cash-equivalents and short-term investments of approximately

We may need additional

financing to execute our business plan and fund operations, which additional financing may not be available on reasonable terms or at

As of December 31, 2025, we had total assets of approximately $21.1 million, cash and cash-equivalents of approximately

$19.2 million and working capital of approximately $17.6 million.

We believe that we have sufficient capital to fund our current

business plans and obligations over, at least, the 12 months following the date of this Annual Report.

However, even after installation

of MST in a customer’s fab under a manufacturing license, the full production qualification of a new technology like MST can take

more than an additional year, and we have limited ability to influence our customers’ testing and qualification processes.

we may require additional capital prior to obtaining a royalty-based license or prior to such a license generating sufficient royalty

income to cover our ongoing operating expenses.

In the event we require additional capital over and above the amount of our presently

available working capital, we will endeavor to seek additional funds through various financing sources, including the sale of our equity

and debt securities, licensing fees for our technology and joint ventures with industry partners.

In addition, we will consider alternatives

to our current business plan that may enable us to achieve material revenue with a smaller amount of capital.

However, there can be no

guarantees that such funds will be available on commercially reasonable terms, if at all.

If such financing is not available on satisfactory

terms, we may be unable to further pursue our business plan and we may be unable to continue operations.

On February 24, 2026, we completed a registered direct offering

of shares of our common stock to institutional investors that resulted in net proceeds to us of approximately $23.6 million after commissions

and offering expenses.

We believe that we have sufficient capital as of the date of this report to fund our current business plans and

obligations over, at least, the 24 months following the date of this Annual Report.

However, even after installation of MST in a customer’s

fab under a manufacturing license, the full production qualification of a new technology like MST can take more than an additional year,

and we have limited ability to influence our customers’ testing and qualification processes.

Accordingly, we may require additional

capital prior to obtaining a royalty-based license or prior to such a license generating sufficient royalty income to cover our ongoing

operating expenses.

In the event we require additional capital over and above the amount of our presently available working capital, we

will endeavor to seek additional funds through various financing sources, including the sale of our equity and debt securities, licensing

fees for our technology and joint ventures with industry partners.

In addition, we will consider alternatives to our current business

plan that may enable us to achieve material revenue with a smaller amount of capital.

However, there can be no guarantees that such funds

will be available on commercially reasonable terms, if at all.

If such financing is not available on satisfactory terms, we may be unable

to further pursue our business plan and we may be unable to continue operations.

Unfavorable geopolitical

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Ukrainian/Russian and Israeli/Palestinian conflicts and related sanctions, bank failures, and economic uncertainties related to these

For example, increased inflation

may result in increases in our operating costs (including our labor costs), reduced liquidity and limits on our ability to access credit

or otherwise raise capital on acceptable terms, if at all.

In response to rising inflation, the U.S.

Federal Reserve has raised interest

rates, which, coupled with reduced government spending and volatility in financial markets, may have the effect of further increasing

economic uncertainty and heightening these risks.

Additionally, financial markets

around the world experienced volatility following the invasion of Ukraine by Russia in February 2022 and the eruption of the Israeli/Palestinian

conflict in October 2023, including as a result of economic sanctions and export controls against Russia and countermeasures taken by

The full economic and social impact of these sanctions and countermeasures, in addition to the ongoing military conflicts in Ukraine

and Gaza, which could conceivably expand, remains uncertain;

however, both the conflicts and related sanctions have resulted and could

continue to result in disruptions to trade, commerce, pricing stability, credit availability, and/or supply chain continuity, in both

Europe and globally, and has introduced significant uncertainty into global markets.

While we do not currently operate in Russia, Ukraine

or the Middle East, as the adverse effects of these conflicts continue to develop our business and results of operations may be adversely

Recent efforts to create national

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position could be harmed and the further development and commercialization of our technology could be delayed.

be subject to risks caused by misappropriation, misuse, leakage, falsification or intentional or accidental release or loss of information

could be subject to risks caused by misappropriation, misuse, leakage, falsification or intentional or accidental release or loss of information

maintained in the information systems and networks of our company and our vendors, including personal or confidential information of our

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attacks or insider threat attacks which could result in financial, legal, business or reputational harm.

Our revenues may be concentrated

in a few customers and if we lose any of these customers, or these customers do not pay us, our revenues could be materially adversely

If we are able to secure the adoption of our MST by one or more foundries, IDMs or fabless semiconductor manufacturers,

we expect that for at least the first few years substantially all of our revenue will be generated from license fees and engineering services

before customers commence royalty-bearing shipments.

Due to the concentration and ongoing consolidation within the semiconductor industry,

we may also find that over the longer term our royalty-based revenues are dependent on a relatively few customers.

If we lose any of these

customers, or these customers do not pay us, our revenues could be materially adversely affected.

If we are unable to manage

future expansion effectively, our business, operations and financial condition may suffer significantly, resulting in decreased productivity.

If our MST proves to be commercially valuable, it is likely that we will experience a rapid growth phase that could place a significant

strain on our managerial, administrative, technical, operational and financial resources.

Our organization, procedures and management

may not be adequate to fully support the expansion of our operations or the efficient execution of our business strategy.

If we are unable

to manage future expansion effectively, our business, operations and financial condition may suffer significantly, resulting in decreased

Our revenues may be

concentrated in a few customers and if we lose any of these customers, or these customers do not pay us, our revenues could be materially

adversely affected.

If we are able to secure the adoption of our MST by one or more foundries, IDMs or fabless semiconductor

manufacturers, we expect that for at least the first few years substantially all of our revenue will be generated from license fees and

engineering services before customers commence royalty-bearing shipments.

Due to the concentration and ongoing consolidation within the

semiconductor industry, we may also find that over the longer term our royalty-based revenues are dependent on a relatively few customers.

If we lose any of these customers, or these customers do not pay us, our revenues could be materially adversely affected.

If we are unable to

manage future expansion effectively, our business, operations and financial condition may suffer significantly, resulting in decreased

productivity.

It may be difficult for

us to verify royalty amounts owed to us under our licensing agreements, and this may cause us to lose revenues.

If our MST proves to be commercially valuable, it is likely that we will experience a rapid growth phase that could

place a significant strain on our managerial, administrative, technical, operational and financial resources.

Our organization, procedures

and management may not be adequate to fully support the expansion of our operations or the efficient execution of our business strategy.

If we are unable to manage future expansion effectively, our business, operations and financial condition may suffer significantly, resulting

in decreased productivity.

It may be difficult

for us to verify royalty amounts owed to us under our licensing agreements, and this may cause us to lose revenues.

endeavor to provide that the terms of our license agreements require our licensees to document their use of our technology and report

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could suffer in the event of information technology systems’ failures or security breaches .

While we believe that we

have implemented adequate security measures within our internal information technology and networking systems, our information technology

systems may be subject to security breaches, damages from computer viruses, natural disasters, terrorism, and telecommunication failures.

Any system failure or security breach could cause interruptions in our operations, including but not limited to our technology computer-aided

While we believe that we have

implemented adequate security measures within our internal information technology and networking systems, our information technology systems

may be subject to security breaches, damages from computer viruses, natural disasters, terrorism, and telecommunication failures.

system failure or security breach could cause interruptions in our operations, including but not limited to our technology computer-aided

design, or TCAD, modeling using Synopsys software, in addition to the possibility of losing proprietary information and trade secrets.

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security breaches.

If integrated circuits incorporating

our technologies are used in defective products, we may be subject to product liability or other claims.

If our MST technology

is used in defective or malfunctioning products, we could be sued for damages, especially if the defect or malfunction causes physical

harm to people.

While we will endeavor to carry product liability insurance, contractually limit our liability and obtain indemnities

from our customers, there can be no assurance that we will be able to obtain insurance at satisfactory rates or in adequate amounts or

that any insurance and customer indemnities will be adequate to defend against or satisfy any claims made against us.

The costs associated

with legal proceedings are typically high, relatively unpredictable and not completely within our control.

Even if we consider any such

claim to be without merit, significant contingencies may exist, similar to those summarized in the above risk factor concerning intellectual

property litigation, which could lead us to settle the claim rather than incur the cost of defense and the possibility of an adverse judgment.

Product liability claims in the future, regardless of their ultimate outcome, could have a material adverse effect on our business, financial

condition and reputation, and on our ability to attract and retain licensees and customers.

as of January 31, 2024, we lost access to certain semiconductor manufacturing and engineering services which may be difficult and/or costly

From April 2016 through January 2024, we worked with TSI Technology Development & Commercialization Services LLC,

or TSI under a Master R&D Services Agreement and a Manufacturing Agreement.

Under these agreements, TSI provided us with foundry services,

consisting of engineering and manufacturing services.

In August 2023, TSI was acquired by Robert Bosch Semiconductor LLC, or Bosch.

October 2023, Bosch advised us that on January 31, 2024 it would cease providing engineering and manufacturing services to third parties,

including Atomera, in order to commence the conversion of the TSI fab to production of Silicon Carbide semiconductor products.

in active discussions with potential replacement providers of foundry services.

However, there are few foundries that offer R&D services

that are comparable to those provided by TSI, so we may face difficulty in replacing the services that TSI had provided.

We have utilized

TSI’s services for a portion of our internal R&D which required complete semiconductor device fabrication.

No wafers sold or

licensed to any customer have been fabricated at TSI.

Accordingly, we do not believe that the loss of TSI’s services has had or

will have a meaningful impact on any of our ongoing client engagements.

However, our access to foundry services was interrupted while

we were working to reach an agreement with a replacement foundry and adapt our R&D processes to those used at our replacement foundry.

This transition may cause us to incur meaningful startup costs, may divert engineering resources from ongoing R&D activities and may

increase our ongoing spending on outsourced engineering services.

The potential inability to replace the TSI services may have a material

adverse effect on the timing and cost of continuing to develop example applications and devices which exhibit the advantages of our MST

If integrated circuits

incorporating our technologies are used in defective products, we may be subject to product liability or other claims.

MST technology is used in defective or malfunctioning products, we could be sued for damages, especially if the defect or malfunction

causes physical harm to people.

While we will endeavor to carry product liability insurance, contractually limit our liability and obtain

indemnities from our customers, there can be no assurance that we will be able to obtain insurance at satisfactory rates or in adequate

amounts or that any insurance and customer indemnities will be adequate to defend against or satisfy any claims made against us.

associated with legal proceedings are typically high, relatively unpredictable and not completely within our control.

Even if we consider

any such claim to be without merit, significant contingencies may exist, similar to those summarized in the above risk factor concerning

intellectual property litigation, which could lead us to settle the claim rather than incur the cost of defense and the possibility of

an adverse judgment.

Product liability claims in the future, regardless of their ultimate outcome, could have a material adverse effect

on our business, financial condition and reputation, and on our ability to attract and retain licensees and customers.

Risks Related to Intellectual Property

If we fail to protect and

enforce our intellectual property rights and our confidential information, our business will suffer.

We rely primarily on

a combination of nondisclosure agreements and other contractual provisions and patent, trade secret and copyright laws to protect our

If we fail to protect

and enforce our intellectual property rights and our confidential information, our business will suffer.

We rely primarily

on a combination of nondisclosure agreements and other contractual provisions and patent, trade secret and copyright laws to protect our

technology and intellectual property.

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intellectual property without the payment of license fees and royalties.

We also rely on trade secret laws

rather than patent laws to protect other portions of our proprietary technology.

We also rely on trade secret

laws rather than patent laws to protect other portions of our proprietary technology.

However, trade secrets can be difficult to protect.

misappropriation of our trade secrets or other proprietary information could seriously harm our business.

We protect our proprietary technology

and processes, in part, through confidentiality agreements with our employees, consultants, suppliers and customers.

We cannot be certain

that these contracts have not been and will not be breached, that we will be able to timely detect unauthorized use or transfer of our

technology and intellectual property, that we will have adequate remedies for any breach, or that our trade secrets will not otherwise

The misappropriation of our trade secrets or other proprietary information could seriously harm our business.

We protect our proprietary

technology and processes, in part, through confidentiality agreements with our employees, consultants, suppliers and customers.

be certain that these contracts have not been and will not be breached, that we will be able to timely detect unauthorized use or transfer

of our technology and intellectual property, that we will have adequate remedies for any breach, or that our trade secrets will not otherwise

become known or be independently discovered by competitors.

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unauthorized use, which could adversely affect our business.

A court invalidation or

limitation of our key patents could significantly harm our business .

A court invalidation

or limitation of our key patents could significantly harm our business .

Our patent portfolio contains some patents that are particularly

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Moreover, our stock price may fluctuate based on developments in the course of ongoing litigation.

We may become involved in

material legal proceedings in the future to enforce or protect our intellectual property rights, which could harm our business.

We may become involved

in material legal proceedings in the future to enforce or protect our intellectual property rights, which could harm our business.

time to time, we may identify products that we believe infringe on our patents.

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our licensed technology or otherwise negatively impact our stock price or our business and financial position, results of operations and

Even if we prevail in our legal

actions, significant contingencies may exist to their settlement and final resolution, including the scope of the liability of each party,

our ability to enforce judgments against the parties, the ability and willingness of the parties to make any payments owed or agreed upon

and the dismissal of the legal action by the relevant court, none of which are completely within our control.

Parties that may be obligated

to pay us royalties could be insolvent or decide to alter their business activities or corporate structure, which could affect our ability

to collect royalties from such parties.

Our technologies may infringe

on the intellectual property rights of others, which could lead to costly disputes or disruptions .

The semiconductor industry

is characterized by frequent allegations of intellectual property infringement.

Any allegation of infringement could be time consuming

and expensive to defend or resolve, result in substantial diversion of management resources, cause suspension of operations or force us

to enter into royalty, license, or other agreements rather than dispute the merits of such allegation.

Furthermore, third parties making

such claims may be able to obtain injunctive or other equitable relief that could block our ability to further develop or commercialize

some or all of our technologies, and the ability of our customers to develop or commercialize their products incorporating our technologies,

If patent holders or other holders of intellectual property initiate legal proceedings, we may be forced into

protracted and costly litigation.

We may not be successful in defending such litigation and may not be able to procure any required royalty

or license agreements on acceptable terms or at all.

Even if we prevail in our

legal actions, significant contingencies may exist to their settlement and final resolution, including the scope of the liability of each

party, our ability to enforce judgments against the parties, the ability and willingness of the parties to make any payments owed or agreed

upon and the dismissal of the legal action by the relevant court, none of which are completely within our control.

Parties that may be

obligated to pay us royalties could be insolvent or decide to alter their business activities or corporate structure, which could affect

our ability to collect royalties from such parties.

Our technologies may

infringe on the intellectual property rights of others, which could lead to costly disputes or disruptions .

The semiconductor

industry is characterized by frequent allegations of intellectual property infringement.

Any allegation of infringement could be time

consuming and expensive to defend or resolve, result in substantial diversion of management resources, cause suspension of operations

or force us to enter into royalty, license, or other agreements rather than dispute the merits of such allegation.

Furthermore, third

parties making such claims may be able to obtain injunctive or other equitable relief that could block our ability to further develop

or commercialize some or all of our technologies, and the ability of our customers to develop or commercialize their products incorporating

our technologies, in the U.S.

If patent holders or other holders of intellectual property initiate legal proceedings, we may

be forced into protracted and costly litigation.

We may not be successful in defending such litigation and may not be able to procure

any required royalty or license agreements on acceptable terms or at all.

Risks Related to Owning Our Common Stock

The market price of our

shares may be subject to fluctuation and volatility.

The market price of

our shares may be subject to fluctuation and volatility.

You could lose all or part of your investment .

The market price of our common

stock is subject to wide fluctuations in response to various factors, some of which are beyond our control.

Between January 1, 2024 and

February 1, 2025, the reported high and low sales prices of our common stock have ranged from $2.31 to $17.55.

The market price of our

shares on the NASDAQ Capital Market may fluctuate as a result of a number of factors, some of which are beyond our control, including,

common stock is subject to wide fluctuations in response to various factors, some of which are beyond our control.

Between January 1,

2025 and February 20, 2026, the reported high and low sales prices of our common stock have ranged from $1.89 to $17.55.

The market price

of our shares on the NASDAQ Capital Market may fluctuate as a result of a number of factors, some of which are beyond our control, including,

but not limited to:

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Therefore, you should not expect to receive cash dividends on our common

Our charter documents and

Delaware law may inhibit a takeover that stockholders consider favorable .

Our charter documents

and Delaware law may inhibit a takeover that stockholders consider favorable .

Provisions of our certificate of incorporation

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provide that all vacancies may be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum.

In addition, Section 203 of the

Delaware General Corporation Law may limit our ability to engage in any business combination with a person who beneficially owns 15% or

more of our outstanding voting stock unless certain conditions are satisfied.

In addition, Section 203 of

the Delaware General Corporation Law may limit our ability to engage in any business combination with a person who beneficially owns 15%

or more of our outstanding voting stock unless certain conditions are satisfied.

This restriction lasts for a period of three years following

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reduce the price of our common stock.

Our bylaws designate the

Court of Chancery of the State of Delaware as the sole and exclusive forum for certain litigation that may be initiated by our stockholders,

Our bylaws designate

the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain litigation that may be initiated by our stockholders,

which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with the Company .

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to obtain a favorable judicial forum for disputes with us or any of our directors, officers or other employees.

Our board of directors may

issue blank check preferred stock, which may affect the voting rights of our holders and could deter or delay an attempt to obtain control

Our board of directors is authorized, without stockholder approval, to issue preferred stock in series and to fix and state

the voting rights and powers, designation, preferences and relative, participating, optional or other special rights of the shares of

each such series and the qualifications, limitations and restrictions thereof.

Preferred stock may rank prior to our common stock with

respect to dividends rights, liquidation preferences, or both, and may have full or limited voting rights.

If issued, such preferred stock

would increase the number of outstanding shares of our capital stock, adversely affect the voting power of holders of our common stock

and could have the effect of deterring or delaying an attempt to obtain control of us.

Our board of directors

may issue blank check preferred stock, which may affect the voting rights of our holders and could deter or delay an attempt to obtain

control of us.

Our board of directors is authorized, without stockholder approval, to issue preferred stock in series and to fix

and state the voting rights and powers, designation, preferences and relative, participating, optional or other special rights of the

shares of each such series and the qualifications, limitations and restrictions thereof.

Preferred stock may rank prior to our common

stock with respect to dividends rights, liquidation preferences, or both, and may have full or limited voting rights.

If issued, such

preferred stock would increase the number of outstanding shares of our capital stock, adversely affect the voting power of holders of

our common stock and could have the effect of deterring or delaying an attempt to obtain control of us.

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