What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2023-03-31 compared with 2022-04-15 · 328 added, 60 removed, 411 unchanged (49% of the section changed)

6 unchanged sentences

An investor in our common stock could lose all or part of their investment due

to any of these risks.

to any, or a combination of these risks.

Factor Summary

Related to Our Business and Industry

will need to raise capital in order to realize our business plan and growth strategy, the

failure of which could adversely impact our operations.

incurred significant operating losses during the years ended December 31, 2022 and December

31, 2021, and we have limited cash flow.

Unless we increase revenue and cash flow or raise

additional capital, we may be unable to take advantage of any acquisition opportunities that

arise or expand our business, all of which could adversely impact us.

will need to grow the size and capabilities of our organization, and we may experience difficulties

in managing this growth.

depend on key personnel who would be difficult to replace, and our business plans will likely

be harmed if we lose their services or cannot hire additional qualified personnel.

operate in an industry that is experiencing a shortage of qualified compliance and cybersecurity

professionals.

If we are unable to recruit and retain key management and technical and sales

personnel, our business would be negatively affected.

depend on independent contractors to provide certain services for which we do not have the

expertise internally.

Any compromise in the service quality may delay our business processes

and cause economic loss.

have recently acquired multiple businesses.

Our growth strategy is driven by successful acquisitions

and integration of additional businesses that provide comparable or complementary services.

Our ability to grow is limited if we fail to identify and consummate acquisitions.

intend to grow our client base significantly through acquisitions of other service providers.

If we fail to retain existing clients and attract new clients through acquisitions, we may

never achieve profitability.

business strategy may impose limitations in our ability to accurately forecast future revenue

and operating results.

future results may be affected by various legal and regulatory proceedings and legal compliance

risks, including those involving intellectual property, governmental regulations, the U.S.

Foreign Corrupt Practices Act, and other anti-bribery, anti-corruption, or other matters.

are subject to risks from operating internationally.

operations in certain emerging markets expose us to political, economic and regulatory risks.

economic conditions in the United States and international economies may adversely impact our business

operating units.

of network or information technology security could have an adverse effect on our business.

we fail to meet our service level obligations under our service level agreements, we may

be subject to certain penalties and could lose clients.

nature of our business involves significant risks and uncertainties that may not be covered

by insurance or indemnification.

indemnify our officers and directors against liability to us and our security holders, and

such indemnification could increase our operating costs.

industry is highly competitive, and there is no assurance that we will compete successfully.

success depends on our ability to protect our intellectual property and our proprietary technologies.

● Increasingly

complex cybersecurity regulations and standards may have significant impact on our business,

and it may require us to substantially invest in our development capabilities to meet compliance

requirements and may negatively impact our ability to offer certain services and remain profitable.

may become subject to disputes, including litigation, that could negatively impact our business,

profitability, and financial condition.

we incur additional debt, we will be subject to restrictive covenants and debt service obligations

that could negatively impact our operations.

● The requirements of being a public company, including compliance with the reporting requirements of the Exchange Act and the requirements

of the Sarbanes-Oxley Act and Nasdaq, may strain our resources, increase our costs and divert management’s attention, and we may

be unable to comply with these requirements in a timely or cost-effective manner.

preparation of our financial statements involves use of estimates, judgments, and assumptions,

and our financial statements may be materially affected if our estimates prove to be inaccurate.

● The auditor’s opinion on our audited financial statements for the year ended December 31, 2022, included in this annual report on

Form 10-K, contain an explanatory paragraph relating to our ability to continue as a going concern.

Risks Related to Our Common Stock

market price of our common stock is volatile and may fluctuate in a way that is disproportionate

to our operating performance.

sales of shares of our common stock by existing stockholders could depress the market price

of our common stock.

in our certificate of incorporation, our by-laws and Delaware law might discourage, delay,

or prevent a change in control of our company or changes in our management and, therefore,

depress the trading price of our common stock.

sales practice requirements may limit a stockholder’s ability to buy and sell our stock.

we issue additional shares in the future, it will result in the dilution of our existing

stockholders.

directors and executive officers beneficially own a substantial majority of our outstanding

capital stock and will have the ability to control our affairs.

are eligible to be treated as an “emerging growth company,” as defined in the

JOBS Act, and we cannot be certain if the reduced disclosure requirements applicable to emerging

growth companies will make our common stock less attractive to investors.

failure to meet the continued listing requirements of Nasdaq could result in a delisting

of our common stock.

do not intend to pay dividends on our common stock.

business could be negatively impacted by shareholder activism.

share price may be volatile, and you may be unable to sell your shares.

Related to Our Business and Industry

will need to raise capital in order to realize our business plan and growth strategy, the failure of which could adversely impact our

4 unchanged sentences

we may not be able to achieve profitability in the existing lines of business and attract further capital.

As of April 13, 2022,

we had available cash resources of approximately $4,500,000.

As of March 27, 2023, we had

available cash resources of approximately $4,254,000.

expect to continue to finance our operations with available net operating cash flows and will need to raise additional capital in the

future by issuing equity or other forms of securities, which could significantly reduce the percentage ownership of our existing stockholders

and substantially dilute the equity of purchasers of our common stock in this offering.

Furthermore, any newly issued securities could

have rights, preferences, and privileges senior to those of our existing common stock and may have a dilutive impact on the ownership

interest of existing stockholders.

future by issuing equity or other forms of securities, which could have significant dilutive impact on the ownership interest of existing

stockholders.

Furthermore, any newly issued securities could have rights, preferences, and privileges senior to those of our existing

common stock.

may have difficulty obtaining additional funds as and when needed, and we may have to accept terms that would adversely affect our stockholders.

46 unchanged sentences

We may not be successful in attracting and retaining qualified employees.

We have from time-to-time in the past experienced,

and we expect to continue to experience in the future, difficulty in hiring and retaining highly skilled employees with appropriate qualifications.

Many of the companies with which we compete for these highly skilled employees have greater resources than we have.

We have from time-to-time experienced, and

we expect to continue to experience, difficulty in hiring and retaining highly skilled employees with appropriate qualifications.

of the companies with which we compete for these highly skilled employees have greater resources than we have.

In addition, in making

5 unchanged sentences

be severely harmed.

depend on independent contractors to provide certain services that we do not have the expertise on internally.

depend on independent contractors to provide certain services for which we do not have the expertise internally.

Any compromise in the

96 unchanged sentences

effect on our results of operations or cash flows in any particular period.

future COVID-19 pandemic scenarios may adversely affect our operations and financial condition.

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

Economic and health conditions

in the United States and across most of the globe continue to change rapidly.

The COVID-19 outbreak may disrupt our operations through

its impact on our employees, our clients, and the industries in which they conduct business.

state and local jurisdictions 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 COVID-19.

the potential economic impact brought by, and the duration of, COVID-19 may be difficult to assess or predict, the widespread pandemic

has resulted in, and may continue to result in, significant disruption of global financial markets and a recession or market correction

that could materially affect our business, including the ability of our clients to continue to engage us, and the value of our common

COVID-19 outbreak may disrupt our operations through its impact on our employees, our clients, and the industries in which our clients

Disruptions to our clients may impair their ability to fulfill their obligations to us.

are continuously monitoring our own operations and intend to take appropriate actions to mitigate the risks arising from the COVID-19

pandemic, but there can be no assurances that we will be successful in doing so.

The ultimate extent of the effects of the COVID-19 pandemic

on us is highly uncertain and will depend on future developments, which cannot be predicted.

are subject to risks from operating internationally.

operate internationally, and our growth strategy depends in part on our ability to expand our operations in foreign markets, including

by way of acquisitions.

International operations and business expansion plans are subject to numerous risks, including the following:

burden of complying with complex and changing foreign regulatory, tax, accounting and legal requirements;

and economic instability, civil unrest, acts of terrorism, force majeure, war, or other armed conflict, including the current military

conflict between Russia and the Ukraine;

and other national government trade policies affecting the markets for our services;

in regulatory practices, tariffs and taxes;

need to develop superior products or services, thereby gaining greater market acceptance and expanding their product and service

offerings more efficiently or rapidly;

non-compliance with a wide variety of laws and regulations, including anti-corruption, export control and anti-boycott laws and similar

laws and regulations

sovereign risk, such as defaults by or deterioration in the economies and credit ratings of governments, particularly in emerging

and communication challenges;

interpretation of contractual provisions governed by foreign laws in the event of a contract dispute;

exchange rate fluctuations, devaluations and other conversion restrictions.

of these factors could have a material adverse effect on our reputation, financial condition, results of operations and stock price.

operations in certain emerging markets expose us to political, economic and regulatory risks.

growth strategy depends in part on our ability to expand our operations in emerging markets, including, among others, countries in South

America, and Europe.

However, some emerging markets have greater political, economic and currency volatility and greater vulnerability

to infrastructure and labor disruptions than more established markets.

In many countries, particularly those with emerging economies,

engaging in business practices prohibited by laws and regulations with extraterritorial reach, such as the Foreign Corrupt Practices

Act of 1977 and the U.K.

Bribery Act, or local anti-bribery laws may be more common.

These laws generally prohibit companies and their

employees, contractors or agents from making improper payments to government officials, including in connection with obtaining permits

or engaging in other actions necessary to do business.

Failure to comply with these laws could subject us to civil and criminal penalties

that could materially and adversely affect our reputation, financial condition, results of operations and stock price.

Failure to manage

political, economic and regulatory risks in emerging markets could adversely affect our sales, financial condition, results of operations,

cash flows and stock price.

economic conditions in the United States and international economies may adversely impact our business operating units.

macro-economic conditions, such as a rise in interest rates, inflation in the cost of goods and services including labor, a recession

or an economic slowdown in the United States or internationally, including as a result of continuing uncertainty from the COVID-19 pandemic

or the Russia-Ukraine military conflict, could adversely affect demand for our services and make it difficult to accurately forecast

and plan our future business activities.

and global markets have recently been experiencing volatility and disruption due to new

interest rate and inflation increases as well as the continued escalation of geopolitical tensions.

For example, inflation in the United

States began to rise in the second half of 2021 and have remained at high levels through 2022.

Although our business has not yet been

materially negatively impacted by such inflationary pressures, we cannot be certain that neither we nor our customers will be materially

impacted by continued pressures.

Additionally, on February 24, 2022, Russian troops engaged in a full-scale military invasion of Ukraine.

Although the length and impact of the ongoing military conflict is highly unpredictable, it could lead to market disruptions, including

significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions.

This military conflict

has led to sanctions and other penalties being levied by the United States and European Union, and other countries against Russia, and

other potential sanctions and penalties have also been proposed and/or threatened.

Russian military actions and the resulting sanctions

could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets, potentially

making it more difficult for us to obtain additional funds.

We do not have employees or facilities in Russia or Ukraine, nor do we have

customers and contractors in these locations.

Our business has not yet been materially negatively impacted by this military conflict

However, we cannot be certain that this will not impact our position in the credit market or our ability to acquire cybersecurity

businesses in the short and long term.

the extent conditions in the domestic and global economy change, our business could be harmed as current and potential customers may

reduce or postpone spending or choose not to purchase or renew our services, which they may consider discretionary.

If our customers

face decreased consumer demand, increased regulatory burdens, or more limited access to international markets, we may face a decline

in the demand for our services and our operating results could be adversely impacted.

and adverse economic conditions may also lead to a decline in the ability of our customers to use or access credit, which could adversely

affect our business.

In addition, changing economic conditions may also adversely affect third parties with which we have entered into

relationships and upon which we depend in order to grow our business.

As a result, we may be unable to continue to grow in the event

of future economic slowdowns.

of network or information technology security could have an adverse effect on our business.

66 unchanged sentences

Many of our competitors

have entrenched relationships in particular industries or have gained a reputation for expertise in a specific segment of the cybersecurity

have entrenched relationships in particular industries or have gained a reputation for expertise in a specific sector of the cybersecurity

market, including services, software, and hardware.

29 unchanged sentences

adversely affect our business, financial condition, results of operations, or prospects.

portion of our revenue depends on a small number of customers.

of our customers accounted for an aggregate of 20.4% of our revenue for the year ended December 31, 2021, while two of our customers

accounted for an aggregate of 59.0% of our revenue for the year ended December 31, 2020.

significant deterioration in the financial condition of these customers could have a material adverse effect on our sales and profitability.

We regularly monitor and evaluate the credit status of our customers and attempt to adjust sales terms as appropriate.

Despite these

efforts, substantial financial issues or a bankruptcy filing by a key customer could have a material adverse effect on our business,

operating results, and financial condition.

success depends on our ability to protect our intellectual property and our proprietary technologies.

42 unchanged sentences

our assets resulting in a material adverse effect on our business, operating results, or financial condition.

requirements of being a public company, including compliance with the reporting requirements of the Exchange Act and the requirements

of the Sarbanes-Oxley Act and Nasdaq, may strain our resources, increase our costs, and divert management’s attention, and we may

be unable to comply with these requirements in a timely or cost-effective manner.

a public company, we are subject to the reporting requirements of the Exchange Act, and the corporate governance standards of the Sarbanes-Oxley

Act and Nasdaq.

We have a limited operating history as a public company, and these requirements may place a strain on our management,

systems, and resources.

In addition, we have incurred, and expect to continue to incur, significant legal, accounting, insurance, and other

The Exchange Act requires us to file annual, quarterly, and current reports with respect to our business and financial condition

within specified time periods and to prepare a proxy statement with respect to our annual meeting of stockholders.

The Sarbanes-Oxley

Act requires that we maintain effective disclosure controls and procedures and internal control over financial reporting.

Nasdaq requires

that we comply with various corporate governance requirements.

To maintain and improve the effectiveness of our disclosure controls and

procedures and internal control over financial reporting and comply with the Exchange Act and Nasdaq requirements, significant resources

and management oversight are required.

This may divert management’s attention from other business concerns and lead to significant

costs associated with compliance, which could have a material adverse effect on us and the market price of our common stock.

expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing.

We expect these

rules and regulations to continue to increase our legal and financial compliance costs and to make some activities more time-consuming

These laws and regulations could also make it more difficult or costly for us to obtain certain types of insurance, including

director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher

costs to obtain the same or similar coverage.

These laws and regulations could also make it more difficult for us to attract and retain

qualified persons to serve on our Board of Directors or its committees or as our executive officers.

Advocacy efforts by stockholders

and third parties may also prompt even more changes in governance and reporting requirements.

We cannot predict or estimate the amount

of additional costs we may incur or the timing of these costs.

Furthermore, if we are unable to satisfy our obligations as a public company,

we could be subject to delisting of our common stock, fines, sanctions, and other regulatory action and potentially civil litigation.

preparation of our financial statements involves use of estimates, judgments, and assumptions, and our financial statements may be materially

7 unchanged sentences

then we face the risk that charges to income will be required.

auditor’s opinion on our audited financial statements for the year ended December 31, 2022, included in this annual report on Form

10-K, contain an explanatory paragraph relating to our ability to continue as a going concern.

auditor’s opinion on our audited financial statements for the year ended December 31, 2022 includes an explanatory paragraph stating

that our losses and negative cash flows from operations and uncertainty in generating sufficient cash to meet our operating obligations

raise substantial doubt about our ability to continue as a going concern.

While we are pursuing a variety of funding sources and transactions

that could raise capital, there can be no assurances that we will be successful in these efforts or will be able to resolve our liquidity

issues or eliminate our operating losses.

If we are unable to obtain sufficient funding, we would need to significantly reduce our operating

plans and curtail some or all of our strategic plans.

Accordingly, our business, prospects, financial condition, and results of operations

will be materially and adversely affected, and we may be unable to continue as a going concern.

If we are unable to continue as a going

concern, we may have to liquidate our assets and may receive less than the value at which those assets are carried on our audited consolidated

financial statements, and it is likely that investors will lose all or a part of their investment.

If we seek additional financing to

fund our business activities in the future and there remains substantial doubt about our ability to continue as a going concern, investors

or other financing sources may be unwilling to provide additional funding on commercially reasonable terms or at all.

Related to our Common Stock

18 unchanged sentences

sales of shares of our common stock by existing stockholders could depress the market price of our common stock.

had an aggregate of 136,719,649 issued and outstanding shares of common stock as of April 13, 2022.

Our current directors

and executive officers beneficially own approximately 66%, or 90 million shares of our outstanding capital stock.

The remainder

of the outstanding shares may be sold, subject to certain volume limitations, pursuant to Rule 144 or other available exemptions.

in the future, we may issue additional securities in connection with financings and acquisitions.

The amount of our common stock issued

in connection with an investment or acquisition could constitute a material portion of our then outstanding stock.

Due to these factors,

sales of a substantial number of shares of our common stock in the public market could occur at any time.

These sales, or the perception

in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock.

had an aggregate of 146,395,807 issued and outstanding shares of common stock as of December 31, 2022.

Approximately 29,696,079

shares were in street name.

The remainder of the outstanding shares may be sold, subject to certain volume limitations, pursuant to Rule

144 or other available exemptions.

Also, in the future, we may issue additional securities in connection with financings and acquisitions.

The amount of our common stock issued in connection with an investment or acquisition could constitute a material portion of our then

outstanding stock.

Due to these factors, sales of a substantial number of shares of our common stock in the public market could occur

These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce

the market price of our common stock.

in our certificate of incorporation, our by-laws, and Delaware law might discourage, delay, or prevent a change in control of our company

or changes in our management and, therefore, depress the trading price of our common stock.

of our amended and restated certificate of incorporation, our amended and restated bylaws, and Delaware law may have the effect of deterring

of our amended and restated certificate of incorporation, our amended and restated by-laws, and Delaware law may have the effect of deterring

unsolicited takeovers or delaying or preventing a change in control of our company or changes in our management, including transactions

30 unchanged sentences

we issue additional shares in the future, it will result in the dilution of our existing stockholders.

certificate of incorporation authorizes the issuance of up to 250,000,000 shares of our common stock.

Our Board of Directors may choose

to issue some or all of such shares to acquire one or more companies and to fund our overhead and general operating requirements.

issuance of any such shares will reduce the book value per share and may contribute to a reduction in the market price of the outstanding

shares of our common stock.

If we issue any such additional shares, such issuance will reduce the proportionate ownership and voting

power of all current stockholders.

Further, such issuance may result in a change of control of our company.

amended and restated certificate of incorporation authorizes the issuance of up to 300,000,000 shares of our common stock and up to 50,000,000

shares of preferred stock.

Our Board of Directors may choose to issue some or all of such shares to acquire one or more companies and

to fund our overhead and general operating requirements.

The issuance of any such shares will reduce the book value per share and may

contribute to a reduction in the market price of the outstanding shares of our common stock.

If we issue any such additional shares,

such issuance will reduce the proportionate ownership and voting power of all current stockholders.

Further, such issuance may result

in a change of control of our company.

directors and executive officers beneficially own a substantial majority of our outstanding capital stock and will have the ability to

10 unchanged sentences

are not emerging growth companies, including (i) not being required to comply with the auditor attestation requirements of Section 404(b)

of the Sarbanes-Oxley Act, (ii) reduced disclosure obligations regarding executive compensation our periodic reports and proxy statements,

of the Sarbanes-Oxley Act, (ii) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements,

and (iii) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of

12 unchanged sentences

for our common stock and our stock price may be more volatile or may decrease.

failure to meet the continued listing requirements of Nasdaq could result in a delisting of our common stock.

If we fail to satisfy the continued

listing requirements of Nasdaq, such as the corporate governance requirements or the minimum closing bid price requirement, Nasdaq may

take steps to delist our common stock.

On March 29, 2023, we received a letter from the listing qualifications staff of Nasdaq providing

notification that the bid price for our common stock had closed below $1.00 per share for the previous 30 consecutive business days and

our common stock no longer met the minimum bid price requirement for continued listing under Nasdaq Listing Rule 5550(a)(2).

In accordance

with Nasdaq Listing Rule 5810(c)(3)(A), we have an initial period of 180 calendar days to regain compliance.

To regain compliance, the

closing bid price of our common stock has to be $1.00 per share or more for a minimum of 10 consecutive business days at any time before

the expiration of the initial compliance period.

In the event that we are unable to regain compliance with Rule 5550(a)(2) during the

initial compliance period, Nasdaq rules provide that we may be eligible for an additional 180 calendar day compliance period.

we need to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for

the Nasdaq Capital Market, with the exception of the minimum bid price requirement, and to provide written notice of our intention to

cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary.

The liquidity of the shares of

our common stock may be affected adversely by a reverse stock split undertaken to address such compliance failure, given the reduced number

of shares that are outstanding following a reverse stock split.

In addition, reverse stock splits may increase the number of stockholders

who own odd lots (less than 100 shares) of our common stock, creating the potential for such stockholders to experience an increase in

the cost of selling their shares and greater difficulty effecting such sales.

In the event that we are unable to establish compliance, or again become

non-compliant, with Rule 5550(a)(2) and cannot re-establish compliance within the require timeframe, our common stock could be delisted

from Nasdaq, which could have a material adverse effect on our financial condition and which would cause the value of our common stock

If our common stock is not eligible for listing or quotation on another market or exchange, trading of our common stock could

be conducted in the over-the-counter market or on an electronic bulletin board established for unlisted securities such as the Pink Sheets

or the OTC Bulletin Board.

In such event, it would become more difficult to dispose of, or obtain accurate price quotations for, our common

stock, and there would likely be a reduction in our coverage by security analysts and the news media, which could cause the price of our

common stock to decline further.

In addition, it may be difficult for us to raise additional capital if we are not listed on a national

securities exchange.

do not intend to pay dividends on our common stock.

8 unchanged sentences

This may never happen, and investors may lose all of their investment.

business could be negatively impacted by shareholder activism.

recent years, shareholder activists have become involved in numerous public companies.

Shareholder activists frequently propose to involve

themselves in the governance, strategic direction, and operations of companies.

Shareholder activists have also become increasingly concerned

with companies’ efforts with respect to environmental, sustainability and governance standards.

Responding to actions by activist

shareholders, such as requests for special meetings, potential nominations of candidates for election to our Board of Directors, requests

to pursue a strategic combination or other transaction, or other special requests may disrupt our business and divert the attention of

management and employees.

In addition, any perceived uncertainties as to our future direction resulting from such a situation could result

in the loss of potential business opportunities, be exploited by our competitors, cause concern to our current or potential customers,

and make it more difficult to attract and retain qualified personnel and business partners, all of which could negatively impact our

Shareholder activism could result in substantial costs.

In addition, actions of activist shareholders may cause significant

fluctuations in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect

the underlying fundamentals of our business.

share price may be volatile, and you may be unable to sell your shares.

trading price of our common stock is likely to be highly volatile and these fluctuations could cause you to lose all or part of your

investment in our common stock.

Since shares of our common stock were sold in our initial public offering (IPO) in January 2021 at a

price of $5.00 per share, the reported high and low sales prices of our common stock have ranged from $0.22 to $10.78 per share through

March 27, 2023.

Factors that may cause the market price of our common stock to fluctuate include:

and volume fluctuations in the overall stock market from time to time;

volatility in the market price and trading volume of technology companies in general, and of companies in our industry;

or anticipated changes in our results of operations or fluctuations in our operating results;

our operating results meet the expectations of securities analysts or investors;

of securities analysts to initiate or maintain coverage of our company, changes in financial estimates or ratings by any securities

analysts who follow our company, or our failure to meet the estimates or the expectations of investors;

announcements

of new products or technologies, commercial relationships, acquisitions, or other events by us or our competitors;

or anticipated developments in our competitors’ businesses or the competitive landscape generally;

or perceived privacy or data security incidents;

involving us, our industry or both;

developments in the U.S., foreign countries, or both;

economic conditions and trends;

commencement or termination of any share repurchase program;

laws or regulations or new interpretations of existing laws or regulations applicable to our business;

availability of our services, security breaches or perceived security breaches, and vulnerabilities;

in accounting standards, policies, guidelines, interpretations, or principles;

instituted by activist shareholders or others;

catastrophic events, including those resulting from war, incidents of terrorism, outbreaks of pandemic diseases, such as COVID-19,

or responses to these events;

of large blocks of our stock;

of key personnel.

addition, if the market for technology stocks or the stock market in general experiences a loss of investor confidence, the trading price

of our common stock could decline for reasons unrelated to our business, operating results or financial condition.

The trading price

of our common stock might also decline in reaction to events affecting other companies in our industry even if these events do not directly

the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has

often been brought against that company.

If our stock price is volatile, we may become the target of securities litigation, which could

result in substantial costs and a diversion of management’s attention and resources.

UNRESOLVED STAFF COMMENTS

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