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This summary does not address all of the risks that we face.
−Removed: Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below under the heading “ Risk Factors ” and should be carefully considered, together with other information in this Annual Report on Form 10-K and our other filings with the SEC before making an investment decision regarding our common stock.
+Added: Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below under the heading “ Risk Factors ” and should be carefully considered, together with other information in this Report and our other filings with the SEC before making an investment decision regarding our common stock .
We have a limited operating history on which you can evaluate our business.
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Product liability lawsuits against us could cause us to incur substantial liabilities and to limit commercialization of any products that we may develop.
+Added: Also, high-profile incidents involving the use or alleged misuse of our products, whether or not such use complies with applicable law or our intended use guidelines, could result in reputational harm, increased regulatory scrutiny, civil litigation, or reduced demand for our products.
Restrictions imposed by advertising and social media platforms that we use may result in decreased sales and market presence.
The failure to attract and retain key personnel could have an adverse effect on our operating results.
+Added: Executive Officer Transition
+Added: Leadership Succession and Executive Management Transitions Could Adversely Affect Our Operations
We depend on the sale of our personal security devices.
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The markets for security products and less-lethal defense technology are in a state of technological change which could have a material adverse impact on our business, financial condition and results of operations.
−Removed: The less-lethal defense technology industry and security products markets are highly competitive and our success depends upon our ability to effectively compete with numerous worldwide business.
+Added: The less-lethal defense technology industry and security products markets are highly competitive and our success depends upon our ability to effectively compete with numerous worldwide businesses.
We are subject to extensive regulation and could incur fines, penalties and other costs and liabilities under such requirements.
−Removed: Changes in government policies and legislation could adversely affect our financial result.
+Added: Changes in government policies and legislation could adversely affect our financial results.
Health and safety risks could expose us to potential liability and adversely affect our operating results and financial condition.
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Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations.
−Removed: The risks discussed below also include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements.
−Removed: See “ Cautionary Note Regarding Forward-Looking Statements ” above.
+Added: Certain statements contained in the risk factors below are forward-looking statements, and our actual results may differ materially from those expressed or implied by such statements .
Risks Related to Our Business
We have a limited operating history on which you can evaluate our business.
−Removed: We have a limited operating history on which you can evaluate our business.
Although our corporate entity has existed since 2005, we have only been manufacturing and selling the Byrna launchers, our largest source of revenue, since April 2019.
Moreover, we have introduced several new products during the past few years, including product lines acquired through acquisitions and sourced from third-party manufacturers with whom we had no prior experience.
−Removed: Some of our senior management team are relatively new to their positions.
As a result, our business may be subject to many of the problems, expenses, delays, and risks inherent in the rapid growth of a relatively new business and the integration of key personnel and infrastructure.
We have a history of operating losses during prior periods, and we cannot guarantee that we will be able to sustain profitability.
−Removed: We have recorded net income for the year ended November 30, 2024.
−Removed: Our net income for the year ended November 30, 2024 was $12.8 million, compared to a net loss of $8.2 million for the year ended November 30, 2023 Our accumulated deficit at November 30, 2024 was $56.8 million.
−Removed: While we have achieved profitability this year, there can be no assurance that we will not experience net losses in the future and there can be no assurance of continued profitability.
+Added: We have a history of operating losses during prior periods, although we recorded net income for the years ended November 30, 2025, and November 30, 2024.
+Added: However, we have recorded net losses during prior fiscal years.
+Added: Our accumulated deficit at November 30, 2025, was $47.1 million.
+Added: While we achieved profitability during the two most recently completed fiscal years, there can be no assurance that we will not experience net losses in the future and there can be no assurance of continued profitability.
If we are unable to successfully implement our business plan for the sale of our products, our revenue growth could be slower than we expect and our business, operating results and financial condition could be adversely affected.
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Revenue growth that we have achieved or may achieve may not be indicative of future operating results.
−Removed: The Byrna line of handheld personal security devices are relatively new products and their long-term adoption by the U.S.
+Added: The Byrna line of personal security devices are relatively new products and their long-term adoption by the U.S.
consumer market, and by potential other markets including law enforcement, private security, and international markets, remains unknown.
−Removed: We have experienced product development and production delays, as well as unanticipated costs associated with the development and manufacture of new products and material and component availability and costs, air freight availability and costs, volatile demand levels related to unexpected publicity and civil unrest, and backlogs and order cancellations due to our inability to timely fulfill orders, and cancellations of orders.
+Added: We have experienced product development and production delays, unanticipated costs associated with the development and manufacture of new products, constraints on material and component availability and pricing, air freight availability and costs, volatile demand levels related to unexpected publicity and civil unrest, and backlogs and order cancellations from our inability to timely fulfill orders (and cancellations of orders).
Given our limited sales history, number of new products introduced and planned, these types of factors and events may continue to affect the long term success and growth of our business and ability to sustain our revenues or revenue growth.
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We may experience difficulties in managing this growth and building the appropriate processes and controls.
−Removed: Continued growth (including our expansion in Ft.
−Removed: Wayne, international expansion, and growth associated with new product introduction and successful marketing campaign) may increase the strain on our resources, and we could experience operating difficulties, including difficulties in sourcing, logistics, recruiting, maintaining internal controls, marketing, designing innovative products, and meeting consumer needs.
+Added: Continued growth (including our expansion in Fort Wayne, international expansion, and growth associated with new product introductions and marketing campaigns) may increase the strain on our resources, and we could experience operating difficulties, including difficulties in sourcing, logistics, recruiting, maintaining internal controls, marketing, designing innovative products, and meeting consumer needs.
If we do not adapt to meet these evolving challenges, the strength of our brand may erode, the quality of our products may suffer, we may not be able to deliver products on a timely basis to our customers, and our corporate culture may be harmed.
−Removed: We must effectively integrate, develop and motivate a large number of new employees in various locations around the country, in South America, and in South Africa, and we must maintain the beneficial aspects of our corporate culture.
+Added: We must effectively integrate, develop and motivate a large number of employees in various locations around the United States and internationally, and we must maintain the beneficial aspects of our corporate culture.
We intend to continue to make substantial investments in research and development, marketing and sales, our general and administrative organizations, and our international operations.
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We may also decide to discontinue certain features, products or services, or charge for certain features, products or services that are currently free or increase fees for any of our features, products or services.
−Removed: If customers or potential customers are unhappy with these changes, they may decrease or end their engagement on our website, or reduce or stop purchasing our products or services.
In addition, they may choose to take other types of action against us such as organizing boycotts or protests focused on our company, our products or any of our services, or filing lawsuits against us.
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The occurrence of product defects and the inability to correct errors could result in the delay or loss of market acceptance of our products, material warranty expense, diversion of technological and other resources from our product development efforts, and the loss of credibility with customers, manufacturer’s representatives, distributors, dealers and end-users, any of which could have a material adverse effect on our business, operating results and financial conditions.
−Removed: Our products are used in activities and situations that involve risk of personal injury.
+Added: Our products are used in activities and situations that inherently involve a risk of personal injury.
Our products expose us to potential product liability, warranty liability, and personal injury claims and litigation relating to the use or misuse of our products, including allegations of defects in manufacturing, defects in design, a failure to warn of dangers inherent in the product or activities associated with the product, negligence, and strict liability.
+Added: In addition, our products may be used or alleged to be misused in high-profile incidents involving civilians or law enforcement personnel.
+Added: Even where such use is lawful or consistent with our product guidelines, these incidents may attract significant media attention, public criticism, or political scrutiny.
+Added: Such events could lead to calls for increased regulation or bans on our products, loss of consumer or institutional trust, termination of distribution relationships, increased litigation risk, or damage to our brand and reputation, any of which could materially adversely affect our business.
If successful, any such claims could have a material adverse effect on our business, operating results, and financial condition.
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In addition, our reputation may be adversely affected by such claims, whether or not successful, including potential negative publicity about our products.
−Removed: We maintain general liability insurance that includes product liability coverage in amounts that we believe are reasonable, but there is no assurance that we will be able to maintain such insurance on acceptable terms, if at all, in the future and product liability claims may exceed the amount of insurance coverage.
+Added: We maintain general liability insurance that includes product liability coverage in amounts that we believe are appropriate for our business, but there is no assurance that we will be able to maintain such insurance on acceptable terms, if at all, in the future and product liability claims may exceed the amount of insurance coverage.
Restrictions imposed by advertising and social media platforms that we use may result in decreased sales and market presence.
Our direct-to-consumer sales rely to a significant degree on advertising that we place on advertising platforms, including social media platforms.
−Removed: During 2023, advertising and social media platforms prohibited advertising of any Byrna product and imposed significant restrictions on our ability to advertise on certain platforms, which restrictions largely remain in place.
+Added: During 2023, certain advertising and social media platforms prohibited or significantly restricted advertising of Byrna products, which restrictions largely remain in place.
Any prohibitions or restrictions on advertising imposed by these or other platforms, or any changes in the algorithms used by such platforms, may result in reduced direct-to-consumer sales, reduced traffic to our website and a decreased market presence, which could have a material adverse effect on our business, operating results, and financial condition.
+Added: In addition, many of these platforms rely on automated systems, algorithms, or discretionary enforcement practices that may deprioritize, restrict, or remove our content without notice or clear explanation.
+Added: We often have limited ability to appeal or reverse such decisions.
+Added: Changes in platform policies, content moderation standards, or algorithms could occur rapidly and without warning, and could disproportionately impact our ability to reach customers, drive traffic to our e-commerce channels, or maintain brand visibility.
The failure to attract and retain key personnel could have an adverse effect on our operating results.
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The loss of services of one or more of our key employees or the inability to hire, train, and retain additional key personnel could delay the development and sale of our products, disrupt our business, and interfere with our ability to execute our business plan.
−Removed: In addition, our ability to maintain our competitive position is dependent to a large degree on the efforts and skills of our senior management team, including Bryan Ganz, our President, Chief Executive Officer and member of the Board of Directors, and Lauri Kearnes, our Chief Financial Officer.
+Added: In addition, our ability to maintain our competitive position is dependent to a large degree on the efforts and skills of our senior management team, including Bryan Ganz, our President, Chief Executive Officer and member of the Board of Directors, and Lauri Kearnes, our Chief Financial Officer, and other members of our senior management team.
The loss of the services of one or more of our key personnel could materially and adversely affect our operations.
+Added: Executive Officer Transition.
+Added: On January 29, 2026, the Company announced that its Chief Operating Officer notified the Company of his decision to voluntarily depart to pursue another professional opportunity, effective February 17, 2026.
+Added: The departure was not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices.
+Added: The Company is in the process of transitioning the COO’s responsibilities to other members of senior management while it conducts a search for a permanent replacement.
+Added: Additional information regarding this transition is set forth in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 29, 2026.
+Added: Leadership Succession and Executive Management Transitions Could Adversely Affect Our Operations.
+Added: The Company is currently managing and expects to continue managing significant executive leadership transitions.
+Added: Our Chief Operating Officer’s employment will end on February 17, 2026, as previously disclosed in a Current Report on Form 8-K filed on January 29, 2026, and the position has not yet been permanently filled.
+Added: In addition, the employment agreement of our Chief Executive Officer expires in 2026, and the Company is evaluating its leadership succession plans.
+Added: If we are not successful in recruiting, onboarding and retaining qualified executive leadership, or if we fail to manage these transitions effectively, we could experience operational disruption, delays in executing our strategic initiatives, loss of institutional knowledge, adverse impacts on employee retention and engagement, and negative perceptions among customers, suppliers and investors.
+Added: Any such events could materially and adversely affect our business, financial condition and results of operations.
We depend on the sale of our personal security devices.
−Removed: Although we do sell certain other products and we expect to introduce new products, including products being developed and products acquired in connection with acquisitions, our revenue has been derived mainly from the sale of the Byrna SD and its successor, the Byrna LE.
+Added: Although we do sell certain other products and we expect to introduce new products, including products being developed and products acquired in connection with acquisitions, our revenue has been derived mainly from the sale of the Byrna SD, its successor, the Byrna LE, and, more recently, the Byrna CL.
The sale of such personal security devices is influenced by a variety of economic, social, and political factors, including without limitation the level of confidence of consumers in our products and in the security and reliability of online shopping and e-commerce on which we significantly rely, which may result in volatile sales.
−Removed: Sales of the Byrna SD, including its ammunition and accessories, represents most of our revenue.
−Removed: There can be no assurances of continued demand for the Byrna SD, and any change in the factors that impact demand and sales that are likely to materially and adversely affect our prospects.
+Added: Sales of the Byrna SD and Byrna CL, including ammunition and accessories, represent most of our revenue.
+Added: There can be no assurances of continued demand for the Byrna SD and Byrna CL, and any change in the factors that impact demand and sales that are likely to materially and adversely affect our prospects.
Sale of our personal security devices and kits depends on the continued availability of our ammunition, some of which is dependent on sole source suppliers.
−Removed: Our introductory product is purchased most often as a “kit” including the Byrna SD launcher and samples of our various projectiles.
+Added: Our introductory product is purchased most often as a “kit” including the Byrna SD and CL launchers and samples of our various projectiles.
Unavailability of projectiles could delay shipment of kits and materially and adversely affect our operations.
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We have experienced actual and threatened shortages of our projectiles and third-party products due to pandemic related factors that affected our suppliers as well as competition and other business specific considerations.
−Removed: Such situations may require a quick pivot on our packaging or bundling of products, marketing or product mix or, even legal action.
+Added: Such situations may require a quick pivot on our packaging or bundling of products, marketing or product mix, including, in certain circumstances, legal action.
There are human capital and monetary costs associated with such adaptations, and there is no guarantee that we will be able to successfully meet such challenges in the future or that they will not materially increase costs of production or operations and negatively impact our financial results.
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We intend to make substantial investments in these areas in order to maintain and enhance our brand, however such investments may not be successful.
−Removed: Ineffective marketing, negative publicity, social media advertising restrictions, product diversion to unauthorized distribution channels, product or manufacturing defects, counterfeit products, unfair labor practices, failure to protect the intellectual property rights in our brand, and inability to provide satisfactory customer service experience as we rapidly expand our business, are some of the potential threats to the strength of our brand, and those and other factors could rapidly and severely diminish customer confidence in us.
+Added: Ineffective marketing, negative publicity, social media advertising restrictions, product diversion to unauthorized distribution channels, product or manufacturing defects, counterfeit products, unfair labor practices, failure to protect the intellectual property rights in our brand, and an inability to provide satisfactory customer service experience as we rapidly expand our business, are some of the potential threats to the strength of our brand, and those and other factors could rapidly and severely diminish customer confidence in us.
Furthermore, these factors could cause our customers to lose the personal connection they feel with the Byrna brand.
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Failure of a supplier’s business or consolidation within the industry could further limit our ability to purchase key components at all (in the case of sole source suppliers) or in sufficient quantities and on commercially reasonable terms.
−Removed: Demands of competitors, including those with larger operations and stronger bargaining power or those or willing to pay a higher price or to accept lower standards, could also limit our ability to purchase key components in sufficient quantities on commercially reasonable terms.
+Added: Demands of competitors, including those with larger operations and stronger bargaining power or those that are willing to pay a higher price or to accept lower standards, could also limit our ability to purchase key components in sufficient quantities on commercially reasonable terms.
Failure of our suppliers to provide sufficient quantities of components on favorable terms, meet quality standards, or deliver components on a timely basis has occurred in the past due to industry shortages of certain raw materials, and could occur in the future for similar or other reasons.
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If those parts pass our completed launcher testing but subsequently cause failures of the products in which they are installed, we may need to undertake product recalls or implement protocols for improved performance or safety, which could negatively impact our reputation and business.
−Removed: Moreover, if any such part failure resulted in a physical injury, it could also subject us to the risks of potential product liability actions and, if our stock price were impacted, security class actions.
+Added: Moreover, if any such part failure resulted in a physical injury, it could also subject us to the risks of potential product liability actions and, if our stock price were impacted, securities class action litigation.
Higher costs or unavailability of components, freight, materials and accessories, including ammunition, could adversely affect our financial results.
−Removed: Delays in delivery caused by industry allocations, material shortages (such as plastic or resins), or obsolescence have occurred in recent years, including as a result of the COVID-19 pandemic, may continue and could occur in the future.
+Added: Delays in delivery caused by industry allocations, material shortages (such as plastic or resins), or obsolescence have occurred in recent years, including as a result of the COVID-19 pandemic, and may continue and could occur in the future.
Such delays may take weeks or months to resolve and may result in increased costs as well as production and product fulfillment delays.
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In addition, due to rapidly increasing demand for our products, we have faced significant challenges, including production backlogs and resulting customer complaints.
−Removed: All of the forgoing could negatively impact our financial results.
+Added: All of the foregoing could negatively impact our financial results.
If we are unable to successfully design and develop or acquire new and appealing products, our business may be harmed.
−Removed: To maintain and increase sales we must continue to introduce new products and improve or enhance our existing products or new products.
+Added: To maintain and increase sales we must continue to introduce new products and improve or enhance our existing products.
The success of our new and enhanced products depends on many factors, including anticipating consumer preferences, finding innovative solutions to consumer problems or acquiring new solutions through mergers and acquisitions, differentiating our products from those of our competitors, and maintaining the strength of our brand.
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We rely on a limited number of third parties for shipping, transportation, logistics, marketing and sales of our products and components.
−Removed: A loss of any of such third-party relationships might have a material adverse effect on our operating results.
+Added: A loss of any such third-party relationship might have a material adverse effect on our operating results.
We rely on third parties to ship, transport, and provide logistics for our products and components.
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Moreover, any such breach or attack could result in litigation against us by customers or other third parties whose data is compromised by any such attack.
−Removed: Conducting our operations through joint ventures could expose us to risks and uncertainties, many of which are outside of our control, and such risks could have a material adverse effect on our business, financial condition, results of operations and cash flows.
+Added: Despite the implementation of security measures and controls, we cannot assure that our cybersecurity risk management program will prevent, detect, or mitigate all cybersecurity incidents.
+Added: Any such incident could go undetected for a period of time and could result in regulatory investigations, mandatory disclosures, private litigation, disruption of operations, loss of data, or significant remediation and response costs.
+Added: Any of these outcomes could materially adversely affect our business, financial condition, and results of operations.
+Added: Conducting our operations through current or future joint ventures could expose us to risks and uncertainties, many of which are outside of our control, and such risks could have a material adverse effect on our business, financial condition, results of operations and cash flows .
With respect to any joint venture that we may enter into in the future, any differences in views among the joint venture participants may result in delayed decisions or in failures to agree on major issues.
−Removed: We would also not be able to control the actions of our joint venture partners, including any nonperformance, default or bankruptcy of our joint venture partners.
+Added: We would also not be able to control the actions of any future joint venture partners, including any nonperformance, default or bankruptcy of our future joint venture partners.
As a result, we could be unable to control the quality of products produced by any future joint venture or achieve consistency of product quality as compared with our other operations.
In addition to net sales and market share, this may have a material negative impact on our brand and how it is perceived thereafter.
−Removed: Moreover, if our partners also fail to invest in the joint venture in the manner that is anticipated or otherwise fail to meet their contractual obligations, the joint venture may be unable to adequately perform and conduct its operations, requiring us to make additional investments or perform additional services to ensure the adequate performance and delivery of products and/or services to the joint venture’s customers, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
+Added: Moreover, if our partners also fail to invest in the joint venture in the manner that is anticipated or otherwise fail to meet their contractual obligations, any future joint venture may be unable to adequately perform and conduct its operations, requiring us to make additional investments or perform additional services to ensure the adequate performance and delivery of products and/or services to the joint venture’s customers, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
As we seek to expand our business globally, growth opportunities may be impacted by greater political, economic and social uncertainty and the continuing and accelerating globalization of businesses could significantly change the dynamics of our competition, customer base and product offerings.
−Removed: Our efforts to grow our business depend in part upon access to, and our success in developing, market share and operating profitably in, additional geographic markets including but not limited to South America and South Africa.
+Added: Our efforts to grow our business depend in part upon access to, and our success in developing, market share and operating profitably in additional geographic markets including but not limited to international markets outside the United States.
In some cases, countries in these regions have greater political and economic volatility, greater vulnerability to infrastructure and labor disruptions and differing local customer product preferences and requirements than our other markets.
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If we cannot successfully compete in our industry and business segments, our business, financial condition and results of operations could suffer.
−Removed: Expansion of sales of our product to law enforcement and other governmental or quasi-governmental entities may require expenditure of resources and lengthen our sale cycle.
+Added: Further expansion of sales of our product to law enforcement and other governmental or quasi-governmental entities may require expenditure of resources and lengthen our sale cycle.
Generally, entities such as law enforcement and other governmental or quasi-governmental entities consider a wide range of issues before committing to purchase less-lethal defense products, including product benefits, training costs, the cost to use our products in addition to, or in place of, other products, budget constraints and product reliability, safety and efficacy.
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Adverse publicity surrounding our products or the safety of such products also could lengthen our sales cycle with these customers.
−Removed: In addition, if we successfully expand sales of our products to these customers, we could encounter challenges related to funding of law enforcement and other governmental and quasi-governmental entities generally, states and municipalities that fund such entities and the recent changes in public sentiment around police funding.
+Added: In addition, if we continue to expand sales of our products to these customers, we could encounter challenges related to funding of law enforcement and other governmental and quasi-governmental entities generally, states and municipalities that fund such entities and any future changes in public sentiment around police funding.
We may incur substantial selling costs and expend significant effort in connection with the evaluation of our products by such potential customers before they place an order.
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Political and social factors can affect our performance.
−Removed: Concerns about political trends, as well as firearm-related incidents and social reaction thereto, and legislature and policy shifts resulting from elections can affect the demand for our products.
+Added: Concerns about political trends, as well as firearm-related incidents, incidents involving less lethal weapons including pepper spray and chemical irritant rounds, and social reaction thereto, and legislature and policy shifts resulting from elections can affect the demand for our products.
In addition, speculation about control of firearms, firearm products, and ammunition at the federal, state, and local level and heightened fears of terrorism and crime can affect consumer demand for our products.
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We are subject to numerous federal, state and local environmental, health and safety legislation and other applicable regulations, laws, and measures relating to the manufacture and sale of our products.
−Removed: There can be no assurance that we will not experience difficulties with our efforts to comply with applicable regulations as they change in the future or that our continued compliance efforts (or failure to comply with applicable requirements) will not have a material adverse effect on our results of operations, business, prospects and financial condition.
+Added: There can be no assurance that we will not experience difficulties in complying with applicable regulations as they change over time, or that our compliance efforts (or failure to comply with applicable requirements) will not have a material adverse effect on our results of operations, business, prospects and financial condition.
Our continued compliance with present and changing future laws could restrict our ability to sell our products and expand our operations.
Changes in government policies and legislation could adversely affect our financial results.
−Removed: The manufacture, sale, purchase, possession and use of weapons, including CO2 powered launchers and chemical irritant devices, are subject to federal, state, local, and foreign laws.
+Added: The manufacture, sale, purchase, possession and use of devices that may be treated as weapons, including CO2 powered launchers and chemical irritant devices, are subject to federal, state, local, and foreign laws.
If such regulation becomes more expansive in the future, it could have a material adverse effect on our business, operating results, financial condition, and cash flows.
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New legislation, regulations, or changes to or new interpretations of existing regulations could impact our ability to manufacture or sell products and our projectiles, or limit their market, which could impact our cost of sales and demand for Byrna products.
−Removed: Similarly changes in laws related to the domestic or international use of chemical irritants by civilians or law enforcement could impact both our cost of sales and the size of the reachable market.
+Added: Similarly, changes in laws related to the domestic or international use of chemical irritants by civilians or law enforcement could impact both our cost of sales and the size of the addressable market.
We may be subject, both directly and indirectly, to the adverse impact of existing and potential future government regulation of our products, technology, operations and markets.
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and foreign export control, sanctions, customs, import and anti-boycott laws and regulations, including the EAR (collectively, “Trade Control Laws”).
−Removed: If one or more of our products or technology, or the parts and components we buy from others, is or becomes subject to the International Traffic in Arms Regulations (the “ITAR”) or national security controls or other controls under the EAR, this could significantly impact our operations, for example by severely limiting our ability to sell, (re-)export, or otherwise transfer our products and technology, or to release controlled technology to foreign person employees or others in the U.S.
+Added: If one or more of our products or technology, or the parts and components we buy from others, are or become subject to the International Traffic in Arms Regulations (the “ITAR”) or national security controls or other controls under the EAR, this could significantly impact our operations, for example by severely limiting our ability to sell, (re-)export, or otherwise transfer our products and technology, or to release controlled technology to foreign person employees or others in the U.S.
We may not be able to obtain licenses and other authorizations required under the applicable Trade Control Laws.
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Such occurrences could delay or halt production or sale of goods, result in damage to equipment, personal injury or death, monetary losses and possible legal liability.
−Removed: Although we currently maintain freight and inventory insurance and general liability insurance in amounts which we consider adequate, the nature of these risks is such that liabilities might exceed policy limits, the liabilities and hazards might not be insurable, or we may elect in the future not to insure against such liabilities due to high premium costs or other reasons, in which event we could incur significant costs that could have a materially adverse effect upon our financial position.
+Added: Although we currently maintain freight and inventory insurance and general liability insurance in amounts which we consider appropriate for our busienss, the nature of these risks is such that liabilities might exceed policy limits, the liabilities and hazards might not be insurable, or we may elect in the future not to insure against such liabilities due to high premium costs or other reasons, in which event we could incur significant costs that could have a materially adverse effect upon our financial position.
Failure to comply with the U.S.
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Our common stock is currently listed on the Nasdaq Capital Market.
−Removed: The Nasdaq Capital Market requires listed companies to meet certain listing criteria including total number of stockholders, Board of Directors independence, minimum bid price, total value of publicly held shares, and in some cases total stockholders’ equity and market capitalization requirements.
+Added: The Nasdaq Capital Market requires listed companies to meet certain listing criteria including corporate governance requirements (such as Board of Director independence), and quantitative listing standards (such as minimum bid price, total value of publicly held shares, and in some cases total stockholders’ equity and market capitalization requirements, and other thresholds).
If for any reason our common stock does not maintain eligibility for listing on the Nasdaq Capital Market, it could be subject to delisting, in which case our common stock would be quoted elsewhere, such as one of the OTC markets, which are generally considered less liquid and more volatile than a national securities exchange.
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These choice of forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage such lawsuits against us and our directors, officers, and other employees.
−Removed: Alternatively, if a court were to find the choice of forum provision contained in our Certificate of Incorporation, as amended, to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions or multiple jurisdictions, which could result in expensive and protracted litigation with potentially conflicting outcomes that could exhaust our insurance coverage leaving us exposed to substantial legal expenses and judgments, or otherwise harm our business, results of operations, and financial condition.
+Added: Alternatively, if a court were to find the choice of forum provision contained in our governing documents to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions or multiple jurisdictions, which could result in expensive and protracted litigation with potentially conflicting outcomes that could exhaust our insurance coverage leaving us exposed to substantial legal expenses and judgments, or otherwise harm our business, results of operations, and financial condition.
We do not intend to pay dividends on our common stock for the foreseeable future.
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These disruptions could include disruptions in our ability to receive materials, manufacture our products, distribute our products, market our products, or obtain services.
−Removed: These disruptions have caused, and could cause further, closures of our facilities or the facilities of our suppliers, manufacturers and dealers, as well as cancellation of events that present significant marketing opportunities such as industry conventions, and trade shows.
+Added: These disruptions have in the past caused, and could in the future cause, closures of our facilities or the facilities of our suppliers, manufacturers and dealers, as well as cancellation of events that present significant marketing opportunities such as industry conventions and trade shows.
Any disruption of the businesses of our suppliers, manufacturers or dealers would likely impact our sales and operating results.
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Political changes and trends such as populism, protectionism, economic nationalism and sentiment toward internationally operating companies, and resulting tariffs, export controls, trade sanctions, sanctions blocking statutes, or other trade barriers, or changes to tax or other laws and policies, have been and may continue to be disruptive and costly to our business, and these can interfere with our expanding international sales, supply chain, production costs, customer relationships, and competitive position.
−Removed: For example, the current presidential administration has imposed tariffs on goods from a variety of countries, including China, Canada, Mexico and others.
+Added: For example, the U.S.
+Added: government has imposed tariffs on goods from a variety of countries, including China, Canada, Mexico and others.
These tariffs currently affect some of the components of our products we import from China and other countries, and we may be required to raise our prices on those products due to the tariffs or share the cost of such tariffs with our customers, which could harm our operating performance.
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Further escalation of specific trade tensions, such as those between the United States and China, or in global trade conflict more broadly could be harmful to global economic growth, and related decreases in confidence or investment activity in the global markets would adversely affect our business performance.
−Removed: We do business in emerging market jurisdictions, such as South Africa and South America, where economic, political and legal risks are heightened.
+Added: We may pursue opportunities in emerging market jurisdictions, where economic, political, and legal risks may be heightened.
Data privacy and security laws and regulations in the jurisdictions in which we do business could increase the cost of our operations and subject us to possible sanctions and other penalties.
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states have enacted data privacy and security laws and regulations that govern the collection, use, disclosure, transfer, storage, disposal, and protection of sensitive personal information, such as social security numbers, financial information and other personal information.
−Removed: For example, all 50 states now have data breach laws that require timely notification to individual victims, and at times regulators, if a company has experienced the unauthorized access or acquisition of sensitive personal data.
+Added: For example, all U.S.
+Added: states have enacted data breach notification laws that require timely notification to individual victims, and at times regulators, if a company has experienced the unauthorized access or acquisition of sensitive personal data.
State law developments, which may impose substantial penalties for violations, could impose significant costs for investigations and compliance, allow private class-action litigation and carry significant potential liability for our business.
2 unchanged sentences
Substantial future sales, or the perception or anticipation of future sales, of shares of our common stock could cause our stock price to decline.
−Removed: Our stock price could decline as a result of substantial sales of our common stock, or the perception or anticipation that such sales could occur, particularly sales by our directors, executive officers, and significant stockholders, a large number of shares of our common stock becoming available for sale, or the perception in the market that holders of a large number of shares intend to sell their shares.
+Added: Our stock price could decline as a result of substantial sales of our common stock, or the perception that such sales could occur, particularly sales by our directors, executive officers, and significant stockholders, a large number of shares becoming available for sale, or perceptions that holders of a large number of shares intend to sell.
We have registered and may in the future register shares of common stock that we have issued or may issue under our equity compensation plans and shares of common stock that have been issued upon the conversion of certain convertible securities.
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As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act, the Nasdaq Capital Market listing standards and other applicable securities laws, rules, and regulations.
−Removed: Our compliance of these laws, rules, and regulations increases our legal and financial compliance costs, makes some activities more difficult, time-consuming, or costly, and increased demand on our systems and resources.
+Added: Our compliance with these laws, rules, and regulations increases our legal and financial compliance costs, makes some activities more difficult, time-consuming, or costly, and increases demands on our systems and resources.
The Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business and results of operations.
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As a result, management’s attention may be diverted from other business concerns and our costs and expenses will increase, which could harm our business and results of operations.
−Removed: Further, because we previously were listed on the Canadian Stock Exchange, we remain subject to the continuing disclosure rules of the Ontario Securities Commission (“OSC”), which requires us to make somewhat duplicative filings related to certain matters on SEDAR and SEDI and pay annual fees in certain Canadian jurisdictions until such time as the OSC releases us from those obligations.
+Added: Further, because we previously were listed on the Canadian Securities Exchange, we remain subject to the continuing disclosure rules of the Ontario Securities Commission (“OSC”), which requires us to make somewhat duplicative filings related to certain matters on SEDAR and SEDI and pay annual fees in certain Canadian jurisdictions until such time as the OSC releases us from those obligations.
These requirements are costly, and increase demand on our management, systems and resources.
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The lead times and reliability of our suppliers may be affected by global events in the future.
−Removed: These corrections of forecast require a very quick pivot and adjustments to the supply chain, production and marketing.
−Removed: If we are unable to make these changes quickly or at all our inventory, production and sales may be materially affected.
+Added: Forecast corrections may require rapid pivots and adjustments to our supply chain, production planning, and marketing.
+Added: If we are unable to make these changes quickly or at all, our inventory levels, production, and sales could be materially adversely affected.
Failure to accurately forecast our results of operations and growth rate could cause us to make operating decisions that we may not be able to correct in a timely manner.
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Climate change and associated changes to laws and regulations may increase our operating costs and adversely affect our business and financial results.
−Removed: Climate change has been identified as resulting in an increase in average temperatures in key places we operate, including in Indiana, Las Vegas, South America, and South Africa.
−Removed: Projected increases in temperature in these locations may impact us in a number of ways including increasing the costs of maintaining comfortable working environments, increasing the risk of fires, increasing the risk of illness and absence as well as turnover, and a corresponding risk of severe storm weather that could lead to flooding and damage to our facilities or the homes and commuting routes of our employees.
−Removed: Climate change is also resulting in extreme rainfall variability and droughts in areas in South Africa which may impact the availability of clean water, cause erosion of transportation routes and effect the health of our employees, each of which could have negative impacts on our operations and could require capital investments to protect their health and maintain safe working conditions.
−Removed: Our Nevada facility is located in a desert where water is scarce and the hot temperatures require heavy use of air conditioning.
−Removed: While we have not experienced any shortages of energy or water in the past, we may in the future.
+Added: Climate change has been identified as resulting in an increase in average temperatures in key places we operate, including in Indiana and Nevada.
+Added: Projected increases in temperature in these locations may impact us in a number of ways, including increasing the costs of maintaining comfortable working environments, increasing the risk of fires, increasing the risk of illness and absence as well as turnover, and increasing the risk of severe storm weather that could lead to flooding and damage to our facilities or the homes and commuting routes of our employees.
+Added: Our Nevada locations are in a desert environment where water is scarce and hot temperatures require heavy use of air conditioning.
+Added: While we have not experienced shortages of energy or water in the past, we may in the future.
In addition to the specific threat climate change may pose to our operations around the country and abroad, rising temperatures and sea levels, along with increased incidence of extreme weather events, pose a threat to the global economy and may affect our business operations both directly and indirectly.
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Our suppliers may pass down such increased costs by raising the price of goods.
−Removed: Further, while we do not anticipate our production facilities being directly affected by existing and future climate change laws, it is impossible to predict whether future laws may negatively impact our operations and we do anticipate them affecting the operations of suppliers of certain of our components and raw materials.
−Removed: The costs of compliance with such future regulation could materially impact the prices charged by certain of our suppliers and even whether they stay in business.
+Added: While we cannot predict the impact of future climate-related laws and regulations on our operations, such laws could increase costs for us and our suppliers.
Consequential increases in costs of components or materials or reduction of suppliers could materially impact our business and cost of operations .
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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.