What changed in this filing

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Item 1A. Risk Factors

2024-03-21 compared with 2023-03-02 · 279 added, 286 removed, 879 unchanged (39% of the section changed)

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Our competitors include larger healthcare IT companies,

such as athenahealth, Inc., eClinicalWorks, Greenway Medical Technologies, Inc., NextGen, RI RCM and Veradigm, all of which may be able

such as athenahealth, Inc., eClinicalWorks, Greenway Medical Technologies, Inc., NextGen, R1 RCM and Veradigm, all of which may be able

to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards, regulations or customer

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Pricing pressures could negatively impact our margins, growth rate and market share.

order to operate more efficiently, control costs and improve profitability, we incurred $645,000 of restructuring costs in 2023, primarily

consisting of severance and separation costs associated with the optimization of the Company’s operations and profitability improvements.

We expect to incur approximately an additional $250,000 of restructuring costs in 2024.

There can be no assurance that these actions

will achieve their intended benefits.

we are unable to successfully introduce new products or services or fail to keep pace with advances in technology, we would not be able

to maintain our customers or grow our business, which will have a material adverse effect on our business.

business depends on our ability to adapt to evolving technologies and industry standards and upgrade existing and introduce new products

and services accordingly.

If we cannot adapt to changing technologies and industry standards, including changing requirements of third-party

applications and software and meet the requirements of our customers, our products and services may become obsolete, and our business

would suffer significantly.

Because both the healthcare industry and the healthcare IT technology market are constantly evolving, our

success will depend, in part, on our ability to continue to enhance our existing products and services, develop new technology that addresses

the increasingly sophisticated and varied needs of our customers, respond to technological advances and emerging industry standards and

practices on a timely and cost-effective basis, educate our customers to adopt these new technologies, and successfully assist them in

transitioning to our new products and services.

The development of our proprietary technology entails significant technical and business

We may not be successful in developing, using, marketing, selling, or maintaining new technologies effectively or adapting our

proprietary technology to evolving customer requirements, emerging industry standards or changing third party applications, and, as a

result, our business and reputation could materially suffer.

We may not be able to introduce new products or services on schedule, or

at all, or such products or services may not achieve market acceptance or existing products or services may cease to function properly.

business depends on our ability to adapt to evolving technologies and industry standards and upgrade existing products and introduce

new products and services accordingly.

If we cannot adapt to changing technologies and industry standards, including changing requirements

of third-party applications and software and meet the requirements of our customers, our products and services may become obsolete, and

our business would suffer significantly.

Because both the healthcare industry and the healthcare IT technology market are constantly

evolving, our success will depend, in part, on our ability to continue to enhance our existing products and services, develop new technology

that addresses the increasingly sophisticated and varied needs of our customers, respond to technological advances and emerging industry

standards and practices on a timely and cost-effective basis, educate our customers to adopt these new technologies, and successfully

assist them in transitioning to our new products and services.

The development of our proprietary technology entails significant technical

and business risks.

We may not be successful in developing, using, marketing, selling, or maintaining new technologies effectively or

adapting our proprietary technology to evolving customer requirements, emerging industry standards or changing third party applications,

and, as a result, our business and reputation could materially suffer.

We may not be able to introduce new products or services on schedule,

or at all, or such products or services may not achieve market acceptance or existing products or services may cease to function properly.

A failure by us to timely adapt to ever changing technologies or our failure to regularly upgrade existing or introduce new products

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majority of our operations, including the development and maintenance of our web-based platform, our customer support services and medical

billing activities, are performed by our highly educated workforce of approximately 3,600 employees in

our Offshore Offices.

Approximately 99% of our offshore employees are in our Pakistan Offices and our remaining employees are located

at our smaller offshore operation center in Sri Lanka.

The performance of our operations in our Pakistan Offices, and our ability to

maintain our Offshore Offices, is an essential element of our business model, as the labor costs where our Pakistan Offices are

located are substantially lower than the cost of comparable labor in India, the United States and other countries, and allows us to competitively

price our products and services.

Our competitive advantage will be greatly diminished and may disappear altogether if our operations

in our Pakistan Offices are negatively impacted.

billing activities, are performed by our highly educated workforce of approximately 3,200 employees in our Offshore Offices.

Approximately

98% of our offshore employees are in our Pakistan Offices and our remaining employees are located at our smaller offshore operation center

in Sri Lanka.

The performance of our operations in our Pakistan Offices, and our ability to maintain our Offshore Offices, is an essential

element of our business model, as the labor costs where our Pakistan Offices are located are substantially lower than the cost of comparable

labor in India, the United States and other countries, and allows us to competitively price our products and services.

Our competitive

advantage will be greatly diminished and may disappear altogether if our operations in our Pakistan Offices are negatively impacted.

and Sri Lanka have in the past experienced and could in the future continue to experience periods of political and social unrest, war

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and negatively impacted or discontinued.

believe that the labor costs in our Offshore Offices are approximately 14% of the cost of comparably educated and skilled workers in

believe that the labor costs in our Offshore Offices are approximately 9% of the cost of comparably educated and skilled workers in the

If there were potential disruptions in any of these locations, they could have a negative impact on our business.

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Many factors may lead to decreases in customer revenue, including:

of customer revenue as a result of changes to the ACA or fluctuation in medical appointments as COVID-19 evolves;

of customer revenue as a result of changes to the Affordable Care Act (“ACA”) or fluctuations in medical appointments

due to future pandemics;

rollback of the expansion of Medicaid or other governmental programs;

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for implementing paying customers in that same period of time.

a result of the Wayfair decision and changes in various states’ laws, we are required to collect sales and use taxes on certain

products and services we sell in certain jurisdictions.

We may be subject to liability for past sales and incur additional related costs

and expenses, and our future sales may decrease.

are required to collect sales and use taxes on certain products and services we sell in certain jurisdictions.

We may be subject to liability

for past sales and incur additional related costs and expenses, and our future sales may decrease.

may lose sales or incur significant expenses should states be successful in imposing additional state sales and use taxes on our products

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this time, there is no way to predict whether this will occur or estimate the impact on our business.

of products and services like us are typically held responsible by taxing authorities for the collection and payment of any applicable

of products and services like ours are typically held responsible by taxing authorities for the collection and payment of any applicable

sales and similar taxes.

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quality of our services and our ability to serve our customers could diminish, resulting in a material adverse effect on our business.

may be unable to adequately establish, protect or enforce our patents, trade secrets and other intellectual property rights.

may be unable to adequately establish, protect or enforce our patents, trade secrets and other intellectual property rights and we may

incur significant costs in enforcing our intellectual property rights.

patents, trademarks, trade secrets, copyrights, and other intellectual property rights are important assets to us.

Various events outside

of our control pose a threat to our intellectual property rights, as well as to our products, services, and technologies.

For instance,

any of our current or future intellectual property rights may be challenged by others or invalidated through administrative process or

Any of our pending or future patent applications, whether or not being currently challenged, may not be issued with the scope

of the claims we seek, if at all.

success depends in part upon our ability to establish, protect and enforce our patents, trade secrets and other intellectual property

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uncertain and may not be successful, and may require a substantial amount of resources and divert our management’s attention.

have taken efforts to protect our proprietary rights, including a combination of license agreements, confidentiality policies and procedures,

confidentiality provisions in employment agreements, confidentiality agreements with third parties, and technical security measures,

as well as our reliance on copyright, patent, trademark, trade secret and unfair competition laws.

These efforts may not be sufficient

or effective.

For example, the secrecy of our trade secrets or other confidential information could be compromised by our employees or

by third parties, which could cause us to lose the competitive advantage resulting from those trade secrets or confidential information.

Unauthorized third parties may try to copy or reverse engineer portions of our products or otherwise infringe upon, misappropriate or

use our intellectual property.

We may not be able to discover or determine the extent of any unauthorized use of our proprietary rights.

We may also conclude that, in some instances, the benefits of protecting our intellectual property rights may be outweighed by the expense.

addition, our platforms incorporate “open source” software components that are licensed to us under various public domain

Open source license terms are often ambiguous, and there is little or no legal precedent governing the interpretation of many

of the terms of certain of these licenses.

Therefore, the potential impact of such terms on our business is somewhat unknown.

some enterprises may be reluctant or unwilling to use cloud-based services, because they have concerns regarding the risks associated

with the security and reliability, among other things, of the technology delivery model associated with these services.

If enterprises

do not perceive the benefits of our services, then the market for these services may not expand as much or develop as quickly as we expect,

either of which would adversely affect our business, financial condition, or operating results.

standards relating to the validity, enforceability and scope of protection of intellectual property rights are uncertain and still evolving.

The laws of some foreign countries may not be as protective of intellectual property rights as those in the United States, and effective

intellectual property protection may not be available in every country in which our products and services are distributed.

impairment of our intellectual property rights, or our failure to protect our intellectual property rights adequately, could give our

competitors access to our technology and could materially and adversely impact our business and operating results.

Any increase in the

unauthorized use of our intellectual property could also divert the efforts of our technical and management personnel and result in significant

additional expense to us, which could materially and adversely impact our operating results.

Finally, we may be required to spend significant

resources to monitor and protect our intellectual property rights, including with respect to legal proceedings, which could result in

substantial costs and diversion of resources and could materially and adversely impact our business, financial condition and operating

by others that we infringe or may infringe on their intellectual property could force us to incur significant costs or revise the way

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our business and financial performance.

may be unable to protect, and we may incur significant costs in enforcing, our intellectual property rights.

patents, trademarks, trade secrets, copyrights, and other intellectual property rights are important assets to us.

Various events outside

of our control pose a threat to our intellectual property rights, as well as to our products, services, and technologies.

For instance,

any of our current or future intellectual property rights may be challenged by others or invalidated through administrative process or

Any of our pending or future patent applications, whether or not being currently challenged, may not be issued with the scope

of the claims we seek, if at all.

have taken efforts to protect our proprietary rights, including a combination of license agreements, confidentiality policies and procedures,

confidentiality provisions in employment agreements, confidentiality agreements with third parties, and technical security measures,

as well as our reliance on copyright, patent, trademark, trade secret and unfair competition laws.

These efforts may not be sufficient

or effective.

For example, the secrecy of our trade secrets or other confidential information could be compromised by our employees or

by third parties, which could cause us to lose the competitive advantage resulting from those trade secrets or confidential information.

Unauthorized third parties may try to copy or reverse engineer portions of our products or otherwise infringe upon, misappropriate or

use our intellectual property.

We may not be able to discover or determine the extent of any unauthorized use of our proprietary rights.

We may also conclude that, in some instances, the benefits of protecting our intellectual property rights may be outweighed by the expense.

addition, our platforms incorporate “open source” software components that are licensed to us under various public domain

Open source license terms are often ambiguous, and there is little or no legal precedent governing the interpretation of many

of the terms of certain of these licenses.

Therefore, the potential impact of such terms on our business is somewhat unknown.

some enterprises may be reluctant or unwilling to use cloud-based services, because they have concerns regarding the risks associated

with the security and reliability, among other things, of the technology delivery model associated with these services.

If enterprises

do not perceive the benefits of our services, then the market for these services may not expand as much or develop as quickly as we expect,

either of which would adversely affect our business, financial condition, or operating results.

standards relating to the validity, enforceability and scope of protection of intellectual property rights are uncertain and still evolving.

The laws of some foreign countries may not be as protective of intellectual property rights as those in the United States, and effective

intellectual property protection may not be available in every country in which our products and services are distributed.

impairment of our intellectual property rights, or our failure to protect our intellectual property rights adequately, could give our

competitors’ access to our technology and could materially and adversely impact our business and operating results.

in the unauthorized use of our intellectual property could also divert the efforts of our technical and management personnel and result

in significant additional expense to us, which could materially and adversely impact our operating results.

Finally, we may be required

to spend significant resources to monitor and protect our intellectual property rights, including with respect to legal proceedings,

which could result in substantial costs and diversion of resources and could materially and adversely impact our business, financial

condition and operating results.

and future litigation against us could be costly and time-consuming to defend and could result in additional liabilities.

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thereby create unforeseen liabilities for our business.

customers or their patients may assert claims against us alleging that they suffered damages due to a defect, error, or other

failure of our software or service processes.

A product liability claim or errors or omissions claim could subject us to significant

legal defense costs and adverse publicity, regardless of the merits or eventual outcome of such a claim.

Our physicians have relied

on our platforms (including the platform we acquired) as being certified by the Office of the National Coordinator for Health

Information Technology (“ONC”).

customers or their patients may assert claims against us alleging that they suffered damages due to a defect, error, or other failure

of our software or service processes.

A product liability claim or errors or omissions claim could subject us to significant legal defense

costs and adverse publicity, regardless of the merits or eventual outcome of such a claim.

physicians rely on our platforms (including the platforms we acquired) to be certified by the Office of the National Coordinator for

Health Information Technology (“ONC”).

If this certification were to be challenged, we might face liability related to any

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could create software interoperability standards that would apply to our solutions, and if our products and services are not consistent

with those standards, we could be forced to incur substantial additional development costs.

There currently exists a comprehensive set

of criteria for the functionality, interoperability and security of various software modules in the healthcare information technology

However, those standards are subject to continuous modification and refinement.

Maintaining compliance with industry interoperability

standards and related requirements could result in larger than expected software development expenses and administrative expenses in

order to conform to these requirements.

These standards and specifications, once finalized, will be subject to interpretation by the

entities designated to certify such technology.

We will incur increased development costs in delivering solutions if we need to change

or enhance our products and services to be in compliance with these varying and evolving standards.

If our products and services are

not consistent with these evolving standards, our market position and sales could be impaired and we may have to invest significantly

in changes to our solutions.

with those standards, we could be forced to incur substantial development costs.

There currently exists a comprehensive set of criteria

for the functionality, interoperability and security of various software modules in the healthcare information technology industry.

those standards are subject to continuous modification and refinement.

Maintaining compliance with industry interoperability standards

and related requirements could result in larger than expected software development expenses and administrative expenses in order to conform

to these requirements.

These standards and specifications, once finalized, will be subject to interpretation by the entities designated

to certify such technology.

We will incur increased development costs in delivering solutions if we need to change or enhance our products

and services to be in compliance with these varying and evolving standards.

If our products and services are not consistent with these

evolving standards, our market position and sales could be impaired and we may have to invest significantly in changes to our solutions.

in internet or telecommunication service or damage to our data centers could adversely affect our business by reducing our customers’

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which could require additional management attention and which could adversely affect our business.

2021, we identified a material weakness in our internal controls over financial reporting related to a non-routine transaction.

material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is

a reasonable possibility that a material misstatement of a company’s annual or interim consolidated financial statements will not

be prevented or detected on a timely basis.

In 2021, we identified a material weakness in our internal control over financial reporting

related to lack of control over the completeness and accuracy of key inputs related to the measurement of a non-routine transaction.

We did not properly implement controls over the precision of management’s review of certain key inputs relating to this transaction.

We implemented procedures as of March 31, 2022 to remediate this material weakness.

In the event we are unable to sufficiently remediate

any future material weakness in our internal controls over financial reporting, the accuracy and timing of our financial reporting may

be negatively impacted, and as a result we may be unable to maintain compliance with securities laws and investors may lose confidence

in the accuracy and completeness of our financial reports, leading to a decline in the market value of our securities.

goodwill has been subject to impairment and may be subject to further impairment in the future, which could have a material adverse effect

on our results of operations, financial condition, or future operating results.

perform an annual goodwill impairment test on October 31 st of each year, or more frequently if indicators for potential

impairment exist.

As a result of the annual goodwill impairment test, we recorded impairment charges of approximately $2 million.

Indicators that are considered include significant changes in performance relative to expected operating results, significant

negative industry or economic trends, or a significant decline in our stock price and/or market capitalization or enterprise value

for a sustained period of time.

While we believe the assumptions used in determining whether there was an impairment and the amount

of any resulting impairment were reasonable and commensurate with the views of a market participant, changes in key assumptions in

the future, including increasing the discount rate, lowering forecast for revenue and operating margin, selection of guideline

public companies or lowering the long-term growth rate, could result in additional charges;

similarly, one or more changes in these

assumptions in future periods due to changes in circumstances could result in additional future impairments.

There was a triggering

event at August 31, 2023, but it was determined that there was no impairment.

During December 2023, the Company had an additional

triggering event as a result of the suspension of the dividends on the Preferred Stock.

As a result of the December triggering

event, the Company recorded additional impairment charges of approximately $40 million and we cannot predict if or when additional

future goodwill impairments may occur.

Any additional goodwill impairments could have material adverse effects on our operating

results, net assets, or our cost of, or access to, capital, which could harm our business.

See Note 3, Goodwill and Intangible

Assets - Net , to our consolidated financial statements in this Annual Report on Form 10-K for more details.

are a party to several related-party agreements with our founder and Executive Chairman, Mahmud Haq, which have significant contractual

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Our independent audit committee has reviewed these arrangements and continues to do so on an annual basis.

we have procedures in place to identify related party transactions, it is possible that such transactions could occur without being contemporaneously

identified, reviewed and approved by the Audit Committee.

depend on key information systems and third-party service providers.

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or attract customers following such an event, which could adversely affect our business.

use artificial intelligence in our business, and challenges with properly managing its use could result in reputational and competitive

harm, legal liability, and adversely affect our results of operations.

currently incorporate artificial intelligence (“AI”) solutions into our intelligent cloud products, and these applications

will become important in our operations over time.

Our competitors or other third parties may incorporate AI into their products and

offerings quicker or more successfully than us, which could impair our ability to compete effectively and adversely affect our results

of operations.

Additionally, if the content, analyses, or recommendations that AI applications assist in producing are, or are alleged

to be inaccurate, deficient, or biased, our business, financial condition, and results of operations may be adversely affected.

of AI applications has resulted in, and may in the future result in, cybersecurity incidents that implicate the sensitive data of customers

analyzed within such applications.

Any such cybersecurity incidents related to our use of AI applications for analysis of sensitive data

could adversely affect our reputation and results of operations.

AI also presents emerging ethical issues and if our use of AI becomes

controversial, we may experience brand or reputational harm, competitive harm, or legal liability.

The rapid evolution of AI, including

potential government regulation of AI and its various uses will require significant resources to develop, test and maintain our intelligence

cloud platform, offerings, services, and features to help us implement AI ethically in order to minimize any unintended, harmful impact.

technological change in the telehealth industry presents us with significant risks and challenges .

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emergencies, such as COVID-19.

are subject to risks related to the public health crises such as the global pandemic associated with the coronavirus (COVID-19).

governmental jurisdictions, including the State of New Jersey where we maintain our principal executive offices, and those in which many

and international offices are based, have imposed, and others in the future may impose, “shelter-in-place” orders,

quarantines, executive orders and similar government orders and restrictions for their residents to control the spread of public health

Such orders or restrictions, and the perception that such orders or restrictions could occur, could result in business closures,

work stoppages, slowdowns and delays, work-from-home policies, travel restrictions and cancellation of events, among other effects, thereby

negatively impacting our customers, employees, and offices, among others.

organizations around the world, including our health care provider customers, faced and may continue to face, substantial challenges

in treating patients with COVID-19, such as the diversion of staff and resources from ordinary functions to the treatment of COVID-19,

supply, resource and capital shortages and overburdening of staff and resource capacity.

To the extent such health-care provider customers

experience challenges and difficulties, it will adversely affect our business operation and results of operations.

We note, for example,

that approximately 53% of our revenue is directly tied to the cash collected by our health-care provider

customers, which means that our short-term revenue has and may in the future decline as less patients visit their doctors should

periods of social distancing be implemented again in the future.

A recession or prolonged economic contraction as a result of health

emergencies could also harm the business and results of operations of our enterprise customers, resulting in potential business closures,

layoffs of employees and a significant increase in unemployment in the United States and elsewhere.

The occurrence of any such events

may lead to reduced income for customers and reduced size of workforces, which could reduce our revenue and harm our business, financial

condition and results of operations.

widespread COVID-19 pandemic has resulted in, and may continue to result in, significant volatility and uncertainty in U.S.

and international

financial markets, reducing our ability to access capital, which could in the future negatively affect our liquidity.

In addition, a

recession or market correction resulting from the spread of COVID-19 could materially affect our business and the value of our common

stock and Preferred Stock.

acquisitions may be subject to difficulties in evaluating potential acquisition targets as a result of the inability to accurately predict

the duration or long-term economic and business consequences resulting from the COVID-19 pandemic.

prolonged impact of these public health emergencies, including COVID-19, is highly uncertain and unpredictable, depending upon the severity

and duration of the emergency and the effectiveness of actions taken globally to contain or mitigate its effects.

Future financial impact

cannot be estimated reasonably at this time, but may materially adversely affect our business, results of operations and financial condition.

However, we will continue to monitor the COVID-19 situation closely and are committed to continuing to make appropriate changes as and

are subject to risks related to a public health crisis such as a global pandemic similar to the coronavirus (COVID-19).

Numerous governmental

jurisdictions, including the State of New Jersey where we maintain our principal executive offices, and those in which many of our U.S.

and international offices are based may impose “shelter-in-place” orders, quarantines, executive orders and similar government

orders and restrictions for their residents to control the spread of public health emergencies.

Such orders or restrictions, and the

perception that such orders or restrictions could occur, could result in business closures, work stoppages, slowdowns and delays, work-from-home

policies, travel restrictions and cancellation of events, among other effects, thereby negatively impacting our customers, employees,

and offices, among others.

recession or prolonged economic contraction as a result of health emergencies could harm the business and results of operations of our

enterprise customers, resulting in potential business closures, layoffs of employees and a significant increase in unemployment in the

United States and elsewhere.

The occurrence of any such events may lead to reduced income for customers and reduced size of workforces,

which could reduce our revenue and harm our business, financial condition and results of operations.

prolonged impact of these public health emergencies is highly uncertain and unpredictable, depending upon the severity and duration of

the emergency and the effectiveness of actions taken globally to contain or mitigate its effects.

Future financial impact cannot be estimated

reasonably at this time, but may materially adversely affect our business, results of operations and financial condition.

Related to Our Acquisition Strategy

we do not manage our growth effectively, our revenue, business and operating results may be harmed.

strategy is to expand through organic growth, and through synergistic, accretive acquisitions of companies in the business of healthcare

IT (“HCIT”) and complementary services.

Since 2006, we have completed 27 transactions acquiring the assets or businesses

of RCM, HCIT, and related companies.

The majority of these transactions have occurred since we went public in July 2014.

Our future acquisitions

may require greater than anticipated investment of operational and financial resources as we seek to migrate customers of these companies

to our solutions.

Acquisitions also require the integration of different software and services, assimilation of new employees, diversion

of management and IT resources, and increases in administrative costs.

Acquisitions may also require additional costs associated with

any debt or equity financings undertaken to pay for such acquisitions.

We cannot assure you that any acquisition we undertake will be

Future growth will also place additional demands on our customer support, sales, and marketing resources, and may require

us to hire and train additional employees.

We will need to expand and upgrade our systems and infrastructure to accommodate our growth.

The failure to manage our growth effectively will materially and adversely affect our business.

the current prices of our common and Preferred Stock, we may be unable to execute accretive acquisitions.

we have used our common and Preferred Stock to pay for acquisitions.

Due to the depressed market prices of these securities, we may not

be able to use these securities to execute future acquisitions.

may be unable to retain customers following their acquisition, which may result in a decrease in our revenues and operating results.

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from sellers, procuring insurance coverage and leveraging experienced professionals when appropriate.

may be unable to implement our strategy of acquiring additional companies.

have no unconditional commitments with respect to any acquisition as of the date of this Form 10-K.

Although we expect that one or more

acquisition opportunities will become available in the future, we may not be able to acquire additional companies at all or on terms

favorable to us.

We will likely need additional financing for such acquisitions, but there is no assurance that we will be able to borrow

funds or raise capital through the issuance of our equity on favorable terms.

Certain of our larger, better capitalized competitors may

seek to acquire some of the companies we may be interested in.

Competition for acquisitions would likely increase acquisition prices

and result in us having fewer acquisition opportunities.

on the type of businesses we acquire (e.g., RCM, practice management, EHR, etc.), we may have varying cost saving and/or cross-selling

opportunities with the acquired business.

However, there is no assurance that we will achieve anticipated cost savings and cross-selling

on our acquisitions, and failure to do so may mean we overpaid for such acquisitions.

completing any future acquisitions, we will rely upon the representations, warranties and indemnities made by the sellers with respect

to each acquisition as well as our own due diligence investigation.

We cannot be assured that such representations and warranties will

be true and correct or that our due diligence will uncover all materially adverse facts relating to the operations and financial condition

of the acquired companies or their customers.

Nor can we be assured that any available insurance will cover all such losses.

To the extent

that we are required to pay for obligations of an acquired company, or if material misrepresentations exist, we may not realize the expected

benefit from such acquisition and we will have overpaid in cash and/or stock for the value received in that acquisition.

acquisitions may result in potentially dilutive issuances of equity securities, the incurrence of indebtedness and increased amortization

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The Cures Act’s interoperability provisions relate to

Information Exchange and Certification administered by the Office of the National Coordinator for Health Information Technology (the

The certification involves complex and specific requirements related to various types of requests for the access,

exchange or use of Electronic Health Information.

In addition, the information blocking rule aims to resolve concerns that individuals

in the healthcare industry intentionally prevent the exchange of information between multiple stakeholders.

The Cures Act allows for

penalties for stakeholders, including but not limited to, health IT developers and providers who do not comply with same.

While we remain

committed to efficient exchange of information in the healthcare industry and continue meeting all new certification requirements, failure

to comply with these regulatory requirements, could create liability for us, result in adverse publicity and negatively affect our business.

Information Exchange and Certification administered by the ONC.

The certification involves complex and specific requirements related

to various types of requests for the access, exchange or use of Electronic Health Information.

In addition, the information blocking

rule aims to resolve concerns that individuals in the healthcare industry intentionally prevent the exchange of information between multiple

stakeholders.

The Cures Act allows for penalties for stakeholders, including but not limited to, health IT developers and providers who

do not comply with same.

While we remain committed to efficient exchange of information in the healthcare industry and continue meeting

all new certification requirements, failure to comply with these regulatory requirements, could create liability for us, result in adverse

publicity and negatively affect our business.

Office of Inspector General (“OIG”) of the Department of Health and Human Services (“HHS”) has a longstanding

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and results of operations will be adversely affected.

HITECH Act provided financial incentives for healthcare providers that demonstrated “meaningful use” of an EHR and mandated

HITECH Act provides financial incentives for healthcare providers that demonstrate “meaningful use” of an EHR and mandates

use of health information technology systems that are certified according to technical standards developed under the supervision of the

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and services.

Such reforms may also make introduction of new products and service costlier or more time-consuming than we currently anticipate.

These changes may also prevent our introduction of new products and services or make the continuation or maintenance of our existing

products and services unprofitable or impossible.

Such reforms may also make the introduction of new products and service costlier or more time-consuming than we currently

These changes may also prevent our introduction of new products and services or make the continuation or maintenance of our

existing products and services unprofitable or impossible.

regulation of the disclosure of medical information outside the United States may adversely affect our operations and may increase our

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and patient acceptance of any of our current or future products;

● introduction

of competing products;

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Haq currently controls 31.7% of our outstanding shares of common stock, which will prevent investors from influencing significant corporate

Haq, our founder and Executive Chairman, beneficially owns 29.5%

of our outstanding shares of common stock.

Haq, our founder and Executive Chairman, beneficially owns 31.7% of our outstanding shares of common stock.

As a result, Mr.

Haq exercises a significant level of control

over all matters requiring stockholder approval, including the election of directors, amendment of our certificate of incorporation,

and approval of significant corporate transactions.

This control could have the effect of delaying or preventing a change of control

of our company or changes in management, and will make the approval of certain transactions difficult or impossible without his support,

which in turn could reduce the price of our common stock.

Haq exercises

a significant level of control over all matters requiring stockholder approval, including the election of directors, amendment of our

certificate of incorporation, and approval of significant corporate transactions.

This control could have the effect of delaying or preventing

a change of control of our company or changes in management, and will make the approval of certain transactions difficult or impossible

without his support, which in turn could reduce the price of our common stock.

of Delaware law, of our amended and restated charter and amended and restated bylaws may make a takeover more difficult, which could

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Board of Directors has the authority to issue up to 7,000,000 shares of preferred stock and to determine the price, privileges and other

terms of these shares, of which 4,526,231 shares

of Series A Preferred Stock and 1,344,128 of Series B Preferred Stock have been issued as of December

Our Board of Directors may exercise its authority with respect to the remaining shares of preferred stock without any

further approval of common stockholders.

terms of these shares, of which 4,526,231 shares of Series A Preferred Stock and 1,468,792 of Series B Preferred Stock have been issued

as of December 31, 2023.

Our Board of Directors may exercise its authority with respect to the remaining shares of preferred stock without

any further approval of common stockholders.

The rights of the holders of common stock may be adversely affected by the rights of future

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As a “smaller reporting

company” prior to 2021, we elected to avail ourselves of the exemption from the requirement that our independent registered public

accounting firm attest to the effectiveness of our internal control over financial reporting under Section 404 of the Sarbanes-Oxley

For the year 2021, we were subject to such requirement, but were not required to have this attestation performed for the year 2022.

In future years if we are required to have our independent registered public accounting firm attest the effectiveness of our internal

control over financial reporting, the cost of our compliance with Section 404 will correspondingly increase.

Our compliance with applicable

provisions of Section 404 requires that we incur substantial accounting expense and expend significant management time on compliance-related

issues and stay in compliance with reporting requirements.

Moreover, if we are not able to stay in compliance with the requirements of

Section 404 applicable to us in a timely manner, or if we or our independent registered public accounting firm identifies any deficiencies

in our internal control over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline

and we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial

and management resources.

company,” we elected to avail ourselves of the exemption from the requirement that our independent registered public accounting

firm attest to the effectiveness of our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act.

not required to have this attestation performed for the years 2023 or 2022.

In future years, if we are required to have our independent

registered public accounting firm attest the effectiveness of our internal control over financial reporting, the cost of our compliance

with Section 404 will correspondingly increase.

Our compliance with applicable provisions of Section 404 requires that we incur substantial

accounting expense and expend significant management time on compliance-related issues and stay in compliance with reporting requirements.

Moreover, if we are not able to stay in compliance with the requirements of Section 404 applicable to us in a timely manner, or if we

or our independent registered public accounting firm identifies any deficiencies in our internal control over financial reporting that

are deemed to be material weaknesses, the market price of our stock could decline and we could be subject to sanctions or investigations

by the SEC or other regulatory authorities, which would require additional financial and management resources.

investor perceptions of our Company may suffer if deficiencies are found, and this could cause a decline in the market price of our common

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Related to Ownership of Shares of Our Preferred Stock

Series A and Series B Preferred Stock ranks junior to all of our indebtedness and other liabilities.

December 2023 we suspended the dividends on the Preferred Stock and they have not been reinstated.

If and when they are reinstated, we

may not be able to continue to pay dividends on the Preferred Stock if we fall out of compliance with our loan covenants and are prohibited

by our bank lender from paying dividends or if we have insufficient cash to make dividend payments.

ability to pay cash dividends on the Preferred Stock requires us to have either net profits or positive net assets (total assets less

total liabilities), and to be able to pay our debts as they become due in the usual course of business.

We cannot predict with certainty

whether we will remain in compliance with the covenants of our senior secured lender, Silicon Valley Bank, a division First Citizens

Bank, (“SVB”), which include, among other things, generating adjusted EBITDA or complying with a minimum liquidity ratio

at times when we are utilizing our line of credit.

If we fall out of compliance, our lender may exercise any of its rights and remedies

under the loan agreement, including restricting us from making dividend payments.

Notwithstanding

these factors, during December 2023, the Company suspended the dividends on the Preferred Stock.

If and when the dividends are reinstated,

we may not maintain sufficient cash to continue to pay dividends on the Preferred Stock and we cannot assure you that our businesses

will generate sufficient cash flow from operations or that future borrowings will be available to us in an amount sufficient to enable

us to make the Preferred Stock dividend payments that are currently due or in arrears and to fund our other liquidity needs.

to pay dividends may again be impaired if any of the risks described in this document, including the documents incorporated by reference

herein, were to occur.

Also, payment of our dividends depends upon our financial condition, remaining in compliance with our affirmative

and negative loan covenants with SVB, which we may be unable to do in the future, and other factors as our Board of Directors may deem

relevant from time to time.

Series A and Series B Preferred Stock rank junior to all of our indebtedness and other liabilities.

Series A Preferred Stock ranks pari passu to our Series B Preferred Stock with respect to the distribution of assets upon our liquidation,

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At December 31,

2022, our total liabilities (excluding contingent consideration) equaled approximately $34.5 million .

2023, our total liabilities equaled approximately $36.1 million.

of our existing or future debt instruments may restrict the authorization, payment or setting apart of dividends on the Preferred Stock.

Our Credit Agreement with Silicon Valley Bank (“SVB”) restricts the payment of dividends in the event of any event of default,

including failure to meet certain financial covenants.

There can be no assurance that we will remain in compliance with the SVB Credit

Agreement, and if we default, we may be contractually prohibited from paying dividends on the Preferred Stock.

Also, future offerings

of debt or senior equity securities may adversely affect the market price of the Preferred Stock.

If we decide to issue debt or senior

equity securities in the future, it is possible that these securities will be governed by an indenture or other instruments containing

covenants restricting our operating flexibility.

Additionally, any convertible or exchangeable securities that we issue in the future

may have rights, preferences and privileges more favorable than those of the Preferred Stock and may result in dilution to owners of

the Preferred Stock.

We and, indirectly, our shareholders, will bear the cost of issuing and servicing such securities.

Because our decision

to issue debt or equity securities in any future offering will depend on market conditions and other factors beyond our control, we cannot

predict or estimate the amount, timing or nature of our future offerings.

The holders of the Preferred Stock will bear the risk of our

future offerings, which may reduce the market price of the Preferred Stock and will dilute the value of their holdings.

may not be able to pay dividends on the Preferred Stock if we fall out of compliance with our loan covenants and are prohibited by our

bank lender from paying dividends or if we have insufficient cash to make dividend payments.

ability to pay cash dividends on the Preferred Stock requires us to have either net profits or positive net assets (total assets less

total liabilities), and to be able to pay our debts as they become due in the usual course of business.

We cannot predict with certainty

whether we will remain in compliance with the covenants of our senior secured lender, SVB, which include, among other things, generating

adjusted EBITDA or complying with a minimum liquidity ratio at times when we are utilizing our line of credit.

If we fall out of compliance,

our lender may exercise any of its rights and remedies under the loan agreement, including restricting us from making dividend payments.

notwithstanding these factors, we may not have sufficient cash to pay dividends on the Preferred Stock.

Our ability to pay dividends

may be impaired if any of the risks described in this document, including the documents incorporated by reference herein, were to occur.

Also, payment of our dividends depends upon our financial condition, remaining in compliance with our affirmative and negative loan covenants

with SVB, which we may be unable to do in the future, and other factors as our Board of Directors may deem relevant from time to time.

We cannot assure you that our businesses will generate sufficient cash flow from operations or that future borrowings will be available

to us in an amount sufficient to enable us to make distributions on our common stock, if any, and preferred stock, including the Preferred

Stock to pay our indebtedness or to fund our other liquidity needs.

Our Credit Agreement with SVB restricts the payment of dividends in the event of any event of default, including failure to meet certain

financial covenants.

There can be no assurance that we will remain in compliance with the SVB Credit Agreement, and if we default, we

may be contractually prohibited from paying dividends on the Preferred Stock.

Also, future offerings of debt or senior equity securities

may adversely affect the market price of the Preferred Stock.

If we decide to issue debt or senior equity securities in the future, it

is possible that these securities will be governed by an indenture or other instruments containing covenants restricting our operating

Additionally, any convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges

more favorable than those of the Preferred Stock and may result in dilution to owners of the Preferred Stock.

We and, indirectly, our

shareholders, will bear the cost of issuing and servicing such securities.

Because our decision to issue debt or equity securities in

any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount,

timing or nature of our future offerings.

The holders of the Preferred Stock will bear the risk of our future offerings, which may reduce

the market price of the Preferred Stock and will dilute the value of their holdings.

may issue additional shares of Preferred Stock and additional series of preferred stock that rank on parity with the Preferred Stock

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be revised downward, placed on a watch list or withdrawn entirely at the discretion of the issuing rating agency if in its judgment circumstances

Any such downward revision, placing on a watch list or withdrawal of a rating could have an adverse effect on the market

Any such downward revision, placing it on a watch list or withdrawal of a rating could have an adverse effect on the market

price of the Preferred Stock.

may redeem the Series A Preferred Stock at any time and may redeem the Series B Preferred Stock after February 15, 2024.

may redeem the Series A and Series B Preferred Stock at any time.

November 4, 2020, we may, at our option, redeem the Series A Preferred Stock, in whole or in part, at any time or from time to time.

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of designations for the Series A Preferred Stock.

Starting February 15, 2024, we may, at our option, redeem the Series B Preferred Stock,

Since February 15, 2024, we may, at our option, redeem the Series B Preferred Stock,

in whole or in part, at any time or from time to time, paying a small premium if we choose to redeem any Series B Preferred Stock prior

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Stock into an equivalent number of shares of the Series B Preferred Stock.

market price of our Preferred Stock is variable and could be substantially affected by various factors.

market price of our Preferred Stock could be subject to wide fluctuations in response to numerous factors.

These factors include, but

are not limited to, the following:

interest rates, increases in which may have an adverse effect on the market price of the Preferred Stock;

Currently, the dividends on the Preferred Stock are suspended.

At the time of redemption, any accumulated and unpaid dividends up to, but not including the date of redemption, is required to be paid.

market price of our Preferred Stock is variable and is substantially affected by various factors.

market price of our Preferred Stock is subject to wide fluctuations in response to numerous factors.

These factors include, but are not

limited to, the following:

of the dividend payments in December 2023;

interest rates, increases in which may have an adverse effect on the market price of the

Preferred Stock;

prices of similar securities;

history of timely dividend payments;

annual yield from dividends on the Preferred Stock as compared to yields on other financial instruments;

annual yield from dividends on the Preferred Stock as compared to yields on other financial

economic and financial market conditions;

1 unchanged sentence

financial condition, performance and prospects of our competitors;

in financial estimates or recommendations by securities analysts with respect to us or our competitors in our industry;

in financial estimates or recommendations by securities analysts with respect to us or our

competitors in our industry;

issuance of additional preferred equity or debt securities;

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Our shares of common stock are the only class of our securities that carry

full voting rights, and Mahmud Haq, our Executive Chairman, beneficially owns approximately 29.5% of

our outstanding shares of common stock.

full voting rights, and Mahmud Haq, our Executive Chairman, beneficially owns approximately 31.7% of our outstanding shares of common

As a result, Mr.

Haq exercises a significant level of control over all matters requiring

stockholder approval, including the election of directors, amendment of our certificate of incorporation, and approval of significant

corporate transactions.

This control could have the effect of delaying or preventing a change of control of our Company or changes in

management, and will make the approval of certain transactions difficult or impossible without his support, which in turn could reduce

the price of our Preferred Stock.

Haq exercises a significant level of control over all matters requiring stockholder approval, including the election

of directors, amendment of our certificate of incorporation, and approval of significant corporate transactions.

This control could have

the effect of delaying or preventing a change of control of our Company or changes in management, and will make the approval of certain

transactions difficult or impossible without his support, which in turn could reduce the price of our Preferred Stock.

rights for holders of the Preferred Stock exist primarily with respect to the ability to elect, voting together with the holders of any

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Other than the limited circumstances and except to the extent required by law, holders

of Preferred Stock do not have any voting rights.

of Preferred Stock do not have any other voting rights.

Preferred Stock is not convertible, and investors will not realize a corresponding upside if the price of the common stock increases.

Preferred Stock is not convertible into the common stock and earns dividends at a fixed rate.

Accordingly, an increase in market price

of our common stock will not necessarily result in an increase in the market price of our Preferred Stock.

The market value of the Preferred

Stock may depend more on dividend and interest rates for other preferred stock, commercial paper and other investment alternatives and

our actual and perceived ability to pay dividends on, and in the event of dissolution satisfy the liquidation preference with respect

Accordingly, an increase in the market

price of our common stock will not necessarily result in an increase in the market price of our Preferred Stock.

The market value of

the Preferred Stock may depend more on dividend and interest rates for other preferred stock, commercial paper and other investment alternatives

and our actual and perceived ability to pay dividends on, and in the event of dissolution satisfy the liquidation preference with respect

to, the Preferred Stock.

Unresolved Staff Comments

the dividend on the Preferred Stock is suspended, we may be unable to raise additional capital without incurring excessive dilution.

December 2023, we suspended payment on the Preferred Stock dividends.

While the dividend is suspended, we are not able to use our at-the-market

(“ATM”) facilities or utilize our shelf registration statement.

Additionally, investors may not have interest in purchasing

our securities while the dividend is suspended.

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