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Item 1A. Risk Factors

2026-03-31 compared with 2025-03-28 · 262 added, 299 removed, 10 unchanged (98% of the section changed)

5 unchanged sentences

Risks Relating to Our Business

We may not be successful in completing a strategic transaction within a reasonable timeframe, on attractive terms or at all.

If we are unable to complete a strategic transaction, we may not be able to execute our business plan to be able to continue as a going concern.

In November 2024, we announced that our board of directors had formed a Special Transaction Committee (the “Special Transaction Committee”) to conduct a comprehensive review of strategic alternatives focused on maximizing shareholder value, including but not limited to, equity or debt financing alternatives, merger and acquisition transactions, divestiture of assets, licensing opportunities, joint ventures, collaborations or other partnerships with other companies, or a spin-off of the Company’s current business and operations to its current stockholders (each, a “Strategic Transaction”).

We may be unable to complete a strategic transaction within a reasonable timeframe, on attractive terms or at all, and market conditions, including the historical volatility in our common stock will likely limit our ability to raise capital on favorable terms, or at all, and the terms of any public or private offerings of debt or equity securities likely would be significantly dilutive to existing stockholders.

There is no set timetable for the overall process given the anticipated timelines for different strategic alternatives may vary, and there can be no assurance that this process will result in us pursuing a transaction or that any transaction, if pursued, will be completed on attractive terms or at all.

Given these challenges, if we are unable to complete a strategic transaction, we may not be able to continue to execute our business plan to be able to continue as a going concern.

We will require additional financing to fund future operations, which may not be available to us on acceptable terms or at all, and our auditor has expressed substantial doubt about our ability to continue as a going concern.

As of December 31, 2024, we had approximately $1.4 million of cash and cash equivalents.

We will need to complete one or more strategic transactions or raise additional working capital to continue our normal and planned operations.

We will need to generate and sustain significant revenue levels in future periods in order to become profitable, and, even if we do, we may not be able to maintain or increase our level of profitability.

In addition, as a public company, we will incur accounting, legal and other expenses.

These expenditures will make it necessary for us to continue to raise additional working capital.

Our efforts to grow our business may be costlier than we expect, and we may not be able to generate sufficient revenue to offset our increased operating expenses.

We may incur significant losses in the future for a number of reasons, including unforeseen expenses, difficulties, complications and delays and other unknown events.

Accordingly, substantial doubt exists about our ability to continue as a going concern and we cannot assure you that we will achieve sustainable operating profits as we continue to expand our business, and otherwise implement our growth initiatives.

We may not be successful in completing a

strategic transaction within a reasonable timeframe, on attractive terms or at

If we are unable to complete a strategic transaction, we may not be able

to continue as a going concern.

In November 2024, we announced that our board of

directors had formed a Special Transaction Committee (the “Special Transaction

Committee”) to conduct a comprehensive review of strategic alternatives focused

on maximizing stockholder value, including, but not limited to, equity or debt

financing alternatives, merger and acquisition transactions, divestiture of

assets, licensing opportunities, joint ventures, collaborations or other

commercial arrangements with other companies, or other special transactions (each,

a “Strategic Transaction”).

Following the disposition of certain operating

assets in October 2025 and the resulting transition to a reduced, transitional

operating posture, our ability to enhance stockholder value and improve our

liquidity position is highly dependent on the successful evaluation and

execution of one or more Strategic Transactions.

We may be unable to complete a Strategic Transaction

within a reasonable timeframe, on attractive terms, or at all.

conditions, including the historical volatility of our common stock, may limit

our ability to raise capital on favorable terms, or at all, and any public or

private offering of debt or equity securities may be significantly dilutive to

existing stockholders.

There is no set timetable for the overall process, as

anticipated timelines for different strategic alternatives may vary, and there

can be no assurance that this process will result in us pursuing a transaction

or that any transaction, if pursued, will be completed on attractive terms or

If we are unable to complete a Strategic Transaction or otherwise

obtain additional capital, our ability to continue operations and satisfy our

obligations could be materially adversely affected.

A Strategic Transaction, if completed, may

substantially change the nature of our business, capital structure, and

stockholder rights.

We will require additional financing to fund our operations and obligations, which may not be available to us on acceptable terms or at all, and our auditor has expressed substantial doubt about our ability to continue as a going concern.

As of December 31, 2025 , we had approximately $0.74 million of cash and cash equivalents and restricted cash.

Following the October 2025 disposition of certain operating assets and the resulting reduction in revenue-generating activities, our continuing activities primarily consist, among other things, of maintaining public company compliance and fulfilling ongoing obligations, including warranty servicing and technical support related to products sold prior to the asset sale, managing remaining assets and liabilities, and evaluating and pursuing strategic alternatives.

These activities are not expected to generate revenue at levels sufficient to fund ongoing operating costs.

As a result, we will require additional financing and/or the completion of one or more Strategic Transactions to fund ongoing operating costs, professional fees, compliance costs, and other obligations as they become due.

The financial statements included with this annual report on Form 10-K have been prepared on a going concern basis.

We may not be able to generate profitable operations in the future and/or obtain the necessary financing to meet our obligations and pay liabilities arising from normal business operations when they come due.

We have incurred significant losses and experienced negative cash flows, and substantial doubt exists about our ability to continue as a going concern.

We may not be able to obtain the necessary financing, complete a Strategic Transaction, or otherwise improve our liquidity position on acceptable terms or at all.

The outcome of these matters cannot be predicted with any certainty at this time.

These factors raise substantial doubt that we will be able to continue as a going concern.

We plan to continue to provide for our capital needs through sales of our securities and/or one or more strategic transactions, however there can be no assurance that we will be successful in completing any such transactions on attractive terms or at all.

Our financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern.

We face intense competition in all markets for our products and services and our operating results will be adversely affected if we cannot compete effectively against other companies.

The markets for our products and services are characterized by intense competition, pricing pressures and rapid technological change.

Our competitive landscape continues to rapidly evolve, in particular with respect to our video-related products.

We compete with businesses having substantially greater financial, research and product development, manufacturing, marketing, and other resources than we do.

In addition, many of our current competitors, as well as many of our potential competitors, are private companies not subject to the costs and disclosure requirements applicable to us as a public company, have longer operating histories, significantly greater resources to invest in new technologies and more substantial experience in new product development, regulatory expertise, manufacturing capabilities and the distribution channels to deliver products to customers.

If we are not able to continually design, manufacture, and successfully introduce new or enhanced products or services that are comparable or superior to those provided by our competitors and at comparable or better prices, we could experience pricing pressures and reduced sales, gross profit margins, profits, and market share, each of which could have a materially adverse effect on our business.

Difficulties in estimating customer demand in our products segment could harm our profit margins.

Orders from our distributors and other distribution participants are based on demand from end-users.

Prospective end-user demand is difficult to measure.

This means that our revenue during any fiscal quarter could be adversely impacted by low end-user demand, which could in turn negatively affect orders we receive from distributors and dealers.

Our expectations for both short and long-term future net revenues are based on our own estimates of future demand.

Revenue for any particular time period is difficult to predict with any degree of certainty.

We typically ship products within a short time after we receive an order;

consequently, unshipped backlog has not historically been a good indicator of future revenue.

We believe that the level of backlog is dependent in part on our ability to forecast revenue mix and plan our manufacturing accordingly.

A significant portion of our customers’ orders are received during the last month of the quarter.

We budget the amount of our expenses based on our revenue estimates.

If our estimates of sales are not accurate and we experience unforeseen variability in our revenue and operating results, we may be unable to adjust our expense levels accordingly and our gross profit and results of operations will be adversely affected.

Higher inventory levels or stock shortages may also result from difficulties in estimating customer demand.

If we are unable to protect our intellectual property rights or have insufficient proprietary rights, our business would be materially impaired.

We currently rely primarily on a combination of trade secrets, copyrights, trademarks, patents, patents pending, and nondisclosure agreements to establish and protect our proprietary rights in our products.

Our success is dependent in part on obtaining, maintaining and enforcing our intellectual property rights.

If we are unable to obtain, maintain and enforce intellectual property legal protection covering our products, then no assurances can be given that others will not independently develop technologies similar to ours, or duplicate or design around aspects of our technology.

In addition, we cannot assure that any patent or registered trademark owned by us will not be invalidated, circumvented or challenged, or that the rights granted thereunder will provide competitive advantages to us.

Costly litigation may be necessary to enforce our intellectual property rights.

We believe our products and other proprietary rights do not infringe upon any proprietary rights of third parties;

however, we cannot ensure that third parties will not assert infringement claims in the future.

We currently hold only a limited number of patents.

To the extent that we have patentable technology that is material to our business and for which we have not filed patent applications, others may be able to use such technology or even gain priority over us by patenting such technology themselves, which could have a material adverse effect on our business.

With respect to any patent application we have filed, we cannot ensure that a patent will be awarded.

We may be subject to patent litigation, including claims challenging the validity and enforceability of some of our patents, which could cause us to incur significant expenses or prevent us from protecting our products or services against competing products.

Our industry is characterized by vigorous protection of intellectual property rights.

We previously were involved in litigation to enforce our intellectual property rights and we may be involved in litigation in the future, which has resulted and could result in our adversaries in such litigation challenging the validity, scope, and/or enforceability of our intellectual property.

Irrespective of the merits of these claims, any resulting litigation could be costly and time consuming and could divert the attention of management and key personnel from other business issues.

The complexity of the technology involved, and the uncertainty of intellectual property litigation increase these risks.

See Part I, Item 3 .

Legal Proceedings and Note 8 – Commitments and Contingencies of the Notes to Consolidated Financial Statements (Part II, Item 8 ) for information regarding legal proceedings involving our intellectual property rights.

Our sales depend to a certain extent on government funding and regulation.

In the audio-conferencing products market, the revenue generated from sales of our audio conferencing products for distance learning and courtroom facilities depends on government funding.

In the event government funding for such initiatives was reduced or became unavailable, our sales could be negatively impacted.

Additionally, many of our products are subject to governmental regulations.

New regulations could impact sales in a materially adverse manner.

Environmental laws and regulations subject us to a number of risks and could result in significant costs and impact on revenue.

Regulations regarding the materials used in manufacturing, the process of disposing of electronic equipment and the efficient use of energy require us to take additional time to obtain regulatory approvals of new products in international markets.

Such regulations may impact our ability to expand our sales in a timely and cost-effective manner and, as a result, our business could be harmed.

Our profitability may be adversely affected by our continuing dependence on our distribution channels.

We market our products primarily through a network of distributors who in turn sell our products to value-added resellers.

All of our agreements with such distributors and other distribution participants are non-exclusive, terminable at will by both parties, and generally short-term.

No assurances can be given that any or all such distributors or other distribution participants will continue their relationship with us.

Distributors and, to a lesser extent, value-added resellers cannot easily be replaced and any loss of revenues from these and other sources or our inability to reduce expenses to compensate for such loss of revenue could adversely affect our net revenue and profit margins.

Although we rely on our distribution channels to sell our products, our distributors and other distribution participants are not obligated to devote any specified amount of time, resources, or efforts to the marketing of our products, or to sell a specified number of our products.

There are no prohibitions on distributors or other resellers offering products that are competitive with our products, and some do offer competitive products.

The support of our products by distributors and other distribution participants may depend on the competitive strength of our products and the price incentives we offer for their support.

If our distributors and other distribution participants are not committed to our products, our revenue and profit margins may be adversely affected.

Additionally, we offer our distributors price protection on their inventory of our products.

If we reduce the list price of our products, we will compensate our distributors for the respective products that remain in their inventory on the date the price adjustment becomes effective, provided that they have been providing inventory reports consistently and the inventory was bought within the six months preceding the price adjustment date.

Our net revenue and profit margins could be adversely affected if we reduce product prices significantly or distributors happen to have significant on-hand inventory of the affected product at the time of a price reduction.

Further, if we do not have sufficient cash resources to compensate distributors on terms satisfactory to them or us, our price protection obligations may prevent us from reacting quickly to changing market conditions.

We are substantially dependent on our sales force to effectively execute our sales, pricing and business strategies.

We believe that there is significant competition for skilled sales personnel with technical knowledge.

Our ability to grow our business depends on our success in recruiting, training, and retaining sales personnel to support our sales.

We periodically adjust our sales organization and our compensation programs to optimize our sales operations, to increase revenue, and to support our business model.

If we have not structured our sales organization or compensation for our sales personnel in a way that properly supports our business objectives, or if we fail to make changes in a timely fashion or do not effectively manage changes, our performance and results of operations could be adversely affected.

Product development delays or defects could harm our competitive position and reduce our revenue.

We have in the past experienced, and may again experience, technical difficulties and delays with the development and introduction of new products.

Many of the products we develop contain sophisticated and complicated circuitry, software and components and utilize manufacturing techniques involving new technologies.

Potential difficulties in the development process that we may experience include the following:

(a) meeting required specifications and regulatory standards;

(b) hiring and keeping a sufficient number of skilled developers;

(d) obtaining prototype products at anticipated cost levels;

(e) having the ability to identify problems or product defects in the development cycle;

and (f) achieving necessary manufacturing efficiencies.

The success of our new product introductions depends on a number of factors, including proper new product definition, product cost, infrastructure for services and cloud delivery, timely completion and introduction of new products, proper positioning and pricing of new products in relation to our total product portfolio and their relative pricing, differentiation of new products from those of our competitors and other products in our own portfolio, market acceptance of these products and the ability to sell our products.

Once new products reach the market, they may have defects, or may be met by unanticipated new competitive products, which could adversely affect market acceptance of these products and our reputation.

Other factors that may affect our success include properly addressing the complexities associated with compatibility issues, channel partner and sales strategies, sales force integration and training, technical and sales support, and field support.

As a result, it is possible that investments that we are making in developing new products and technologies may not yield the planned financial results.

If we are not able to manage and minimize such potential difficulties, our business and results of operations could be negatively affected.

We depend on an outsourced manufacturing strategy, and we may face increased risks and costs associated with volatility in commodity and labor prices or as a result of supply chain or procurement disruptions, which could negatively impact our product availability and revenues.

We outsource the manufacturing of all of our products to electronics manufacturing services (“EMS”) providers located outside the U.S.

If any of these EMS providers experience (i) difficulties in obtaining sufficient supplies of components, (ii) difficulties in obtaining adequate skilled labor, (iii) component prices significantly exceeding anticipated costs, (iv) an interruption in their operations, or (v) otherwise suffers capacity constraints, we could experience a delay in production and shipping of these products, which would have a negative impact on our revenue.

Should there be any disruption in services due to natural disaster, economic or political difficulties, transportation restrictions, acts of terror, quarantines or other restrictions associated with infectious diseases, or other similar events, or any other reason, such disruption could have a material adverse effect on our business.

Operating in the international outsourcing environment exposes us to certain inherent risks, including unexpected changes in regulatory requirements and tariffs, and potentially adverse tax consequences, which could materially affect our results of operations.

Currently, we have no second source of manufacturing for a large portion of our products.

Switching from one EMS provider to another or switching from one location of manufacturing to another location similar to our recent transition from China to Singapore, is an expensive, difficult and a time-consuming process, with serious risks to our ability to successfully transfer our manufacturing operations.

Our operations, and consequently our revenues and profitability, were impacted materially in 2022 , 2023 and 2024 due to switching of manufacturing from one location to another.

Our operations, and consequently our revenues and profitability could be materially adversely affected in the future if we are forced to switch from any of our EMS providers to another EMS provider due to any number of factors, including financial difficulties faced by the manufacturer, disagreements in pricing negotiations between us and the manufacturer or organizational changes in the manufacturer.

If our EMS providers experience disruptions in their operations, it is uncertain whether we would be able to source the essential commodities, supplies, materials, and skilled labor timely or at all without incurring significant costs or delays, particularly during times of economic uncertainty resulting from events outside of our control, including, but not limited to, effects of COVID- 19 .

We may be forced to purchase supplies and materials in larger quantities or in advance of when we would typically purchase them.

This may cause us to require use of capital sooner than anticipated.

Alternatively, we may also be forced to seek new third-party suppliers or contractors, whom we have not worked with in the past, and it is uncertain whether these new suppliers will be able to adequately meet our materials or labor needs.

In addition, we may be unable to compete with entities that may have more favorable relationships with their suppliers and contractors or greater access to the required raw materials and skilled labor.

The cost of delivered product from our EMS providers is a direct function of their ability to buy components at a competitive price and to realize efficiencies and economies of scale within their overall business structures.

During 2021 there was a worldwide shortage of semiconductor, memory and other electronic components affecting many industries, from automotive to technology providers.

Even though this shortage has eased in 2022 , and appeared to cease at the end of 2023, it continued to impact our operation in 2024.

If the shortage renews and continues or worsens it will impact our EMS providers significantly.

If our EMS providers are unsuccessful in obtaining component parts at efficient costs or at all, our delivered costs could rise or we may not be able to fulfill orders on time or at all, affecting our gross margins, profitability and ability to compete.

In addition, if the EMS providers are unable to achieve greater operational efficiencies, delivery schedules for new product development and current product delivery could be negatively impacted.

EMS providers often require long range forecasts to help them plan their operations as well as to allocate their resources.

We are tied to these forecasts through contracts as well as to maintain harmony in business relationships.

Our ability to react to actual demand from our customers and order optimum levels of inventory is severely limited due to these forecasts provided to the EMS providers.

Our inability to accurately forecast our future demands could lead to either excess inventory causing potential inventory obsolescence and cashflow problems or shortage in inventory causing potential loss of revenue.

Additionally, the sourcing and availability of raw materials necessary for our EMS providers to manufacture certain of our products, including "conflict minerals" has been and could continue to be significantly constrained, which is likely to result in continued elevated price levels.

Furthermore, compliance with SEC disclosure and reporting requirements in the future regarding the use of "conflict minerals" mined from the Democratic Republic of Congo and adjoining countries could adversely affect the sourcing, supply and pricing of materials used in our products.

As a result, we may not be able to obtain the materials necessary to manufacture our products, which could force us to cease production or search for alternative supply sources, possibly at a higher cost.

Such disruptions may have a material adverse effect on our business, financial condition, results of operations and cash flows.

Our gross ma rgins can vary due to customer demand, competition, product pricing, product lifecycle, product mix, new product introductions, unit volumes, acquisitions and divestitures, commodity, supply chain and logistics costs, capacity utilization, geographic sales mix, currency exchange rates, trade policy and tariffs, and the complexity and functionality of new product innovations and other factors.

If we are not able to introduce new products in a timely manner at the product cost we expect, or if customer demand for our products is less than we anticipate, or if there are product pricing, marketing and other initiatives by our competitors to which we need to react or that are initiated by us to drive sales that lower our margins, then our overall gross margin will be less than we project.

As our global manufacturing partners and a significant number of distributors are located outside of the United States, we rely upon logistics providers to transport goods around the world.

As supply chains have become more constrained, the need to expedite shipments to manufacturing facilities and customers has increased.

Further, we continue to experience higher transportation and fuel costs which has resulted in decreased margins and may result in the future in increased inventory and further margin decline, which would adversely affect our results of operations and financial condition.

Changes in trade policy, including tariffs and the tariffs focused on China in particular, and currency exchange rates also have adverse impacts on our gross margins.

The impact of these factors on gross margins can create unanticipated fluctuations in our operating results, which may cause volatility in the price of our stock.

Global economic conditions have adversely affected our business in the past and could adversely affect our revenues and harm our business in the future.

A dverse economic conditions worldwide have contributed to slowdowns in the communications industry and have caused a negative impact on the specific segments and markets in which we operate.

Adverse changes in general global economic conditions can result in reductions in capital expenditures by end-user customers for our products, longer sales cycles, the deferral or delay of purchase commitments for our products and increased competition.

These factors have adversely impacted our operating results in prior periods and could also impact us again in the future.

Global economic concerns, such as rising inflation rates, the varying pace of global economic recovery, European and domestic debt and budget issues, the slowdown in economic growth in large emerging markets such as China and India, and international currency fluctuations, may continue to create uncertainty and unpredictability in the global and national economy.

A global economic downturn would negatively impact technology spending for our products and services and could materially adversely affect our business, operating results and financial condition.

Further, global economic conditions may result in a tightening in the credit markets, low liquidity levels in many financial markets, decrease in customer demand and ability to pay obligations, and extreme volatility in credit, equity, foreign currency and fixed income markets.

Such adverse economic conditions could negatively impact our business, particularly our revenue potential, potentially causing losses on investments and the collectability of our accounts receivable.

These factors potentially include:

the inability of our customers to obtain credit to finance purchases of our products and services, customer or partner insolvencies or bankruptcies, decreased customer confidence to make purchasing decisions resulting in delays in their purchasing decisions, decreased customer demand or demand for lower-end products, or decreased customer ability to pay their obligations when they become due to us.

Our operations may be impacted by the Russian invasion of Ukraine.

On February 24, 2022, Russia launched an invasion of Ukraine which has resulted in increased volatility in various financial markets and across various sectors.

The United States and other countries, along with certain international organizations, have imposed economic sanctions on Russia and certain Russian individuals, banking entities and corporations as a response to the invasion.

The extent and duration of the military action, resulting sanctions and future market disruptions in the region are impossible to predict.

Moreover, the ongoing effects of the hostilities and sanctions may not be limited to Russia and Russian companies and may spill over to and negatively impact other regional and global economic markets of the world, including Asia, Europe and the United States.

The ongoing military action along with the potential for a wider conflict could further increase financial market volatility and cause negative effects on regional and global economic markets, industries, and companies.

It is not currently possible to determine the severity of any potential adverse impact of this event on our financial condition or results of operations.

We are a smaller Company than some of our competitors and may be more susceptible to market fluctuations, other adverse events, increased costs and less favorable purchasing terms.

Since we are a relatively small Company, there is a risk that we may be more susceptible to market fluctuations and other adverse events.

In particular, we may be more susceptible to reductions in government and corporate spending from our government and enterprise customers.

We may also experience increased costs and less favorable terms from our suppliers than some of our larger competitors who may have greater leverage in their purchasing spend.

Any of these outcomes could result in loss of sales or our products being more costly to manufacture and thus less competitive.

Any such unfavorable market fluctuations, reductions in customer spending or increased manufacturing costs could have a negative impact on our business and results of operations.

Profitability could be negatively impacted if we do not adequately forecast the demand for our products and are unable to monetize our long-term inventories.

As of December 31, 2024 we held approximately $4.9 million in long-term inventories.

There can be no assurance that we will be able to successfully anticipate changing consumer preferences and product trends or economic conditions and, as a result, we may not successfully monetize our long-term inventory.

Inventory levels in excess of consumer demand may result in inventory write-downs and the sale of excess inventory at discounted prices, which could have an adverse effect on the image and reputation of our brands and negatively impact profitability.

Conditions in India, Spain, and United Arab Emirates may affect our operations.

We have different teams working outside the U.S.

in India, Spain, and United Arab Emirates offering various services.

Our ability to operate the Company smoothly may be affected significantly if either one or more of these countries are adversely impacted by political, economic, security and military conditions in these countries.

Product obsolescence could harm demand for our products and could adversely affect our revenue and our results of operations.

Our industry is subject to technological innovations that could render existing technologies in our products obsolete and thereby decrease market demand for such products.

If any of our products becomes slow-moving or obsolete and the recorded value of our inventory is greater than its market value, we will be required to write down the value of our inventory to its fair market value, which would adversely affect our results of operations.

In limited circumstances, we are required to purchase components that our outsourced manufacturers use to produce and assemble our products.

Should technological innovations render these components obsolete, we will be required to write down the value of this inventory, which could adversely affect our results of operations.

International sales account for a significant portion of our net revenue and risks inherent in international sales could harm our business.

International sales represent a significant portion of our total product revenue.

We anticipate that the portion of our total product revenue from international sales will continue to increase as we further enhance our focus on developing new products for new markets, establishing new distribution partners, strengthening our presence in emerging economies, and improving product localization with country-specific product documentation and marketing materials.

Our international business is subject to the financial and operating risks of conducting business internationally, including the following:

unexpected changes in, or the imposition of, additional legislative or regulatory requirements;

unique or more onerous environmental regulations;

fluctuating exchange rates;

tariffs and other barriers;

difficulties in staffing and managing foreign sales operations;

import and export restrictions;

greater difficulties in accounts receivable collection and longer payment cycles;

potentially adverse tax consequences;

potential hostilities and changes in diplomatic and trade relationships;

disruption in services due to natural disaster, economic or political difficulties, transportation, quarantines or other restrictions associated with infectious diseases.

We may not be able to hire and retain qualified key and highly-skilled technical employees, which could affect our ability to compete effectively and may cause our revenue and profitability to decline.

We depend on our ability to hire and retain qualified key and highly skilled employees to manage, research and develop, market, and service new and existing products.

Competition for such key and highly-skilled employees is intense, and we may not be successful in attracting or retaining such personnel.

To succeed, we must hire and retain employees who are highly skilled in the rapidly changing communications and Internet technologies.

Individuals who have the skills and can perform the services we need to provide our products and services are in great demand.

Because the competition for qualified employees in our industry is intense, hiring and retaining employees with the skills we need is both time-consuming and expensive.

We may not be able to hire enough skilled employees or retain the employees we do hire.

In addition, provisions of the Sarbanes-Oxley Act of 2002 and related rules of the SEC impose heightened personal liability on some of our key employees.

The threat of such liability could make it more difficult to identify, hire and retain qualified key and highly-skilled employees.

We have relied on our ability to grant stock options as a means of recruiting and retaining key employees.

Accounting regulations requiring the expensing of stock options will impair our future ability to provide these incentives without incurring associated compensation costs.

If we are unable to hire and retain employees with the skills we seek, our ability to sell our existing products, systems, or services or to develop new products, systems, or services could be hindered with a consequent adverse effect on our business, results of operations, financial position, or liquidity.

In addition, given the current political climate regarding the U.S.

immigration laws, we may not be able to attract highly-skilled technical employees from abroad.

We are dependent on our key personnel whose continued service is not guaranteed.

We are dependent upon key personnel for the execution of our business strategies, including our chief executive officer and chief financial officer, neither of whom is subject to an employment agreement with us and we do not have key man life insurance for any of our executive officers.

Accordingly, the loss of services of our executive officers could have a material adverse effect on our financial condition and results of operations.

W e rely on third-party technology and license agreements, the loss of any of which could negatively impact our business.

We have licensing agreements with various suppliers for software and hardware incorporated into our products.

These third-party licenses may not continue to be available to us on commercially reasonable terms, if at all.

The termination or impairment of these licenses could result in delays of current product shipments or delays or reductions in new product introductions until equivalent designs can be developed, licensed, and integrated, if at all possible , which would have a material adverse effect on our business.

We may have difficulty in collecting outstanding receivables.

We grant credit to substantially all of our customers without requiring collateral.

In times of economic uncertainty, the risks relating to the granting of such credit will typically increase.

Although we monitor and mitigate the risks associated with our credit policies, we cannot ensure that such mitigation will be effective.

We have experienced losses due to customers failing to meet their obligations.

Future losses could be significant and, if incurred, could harm our business and have a material adverse effect on our operating results and financial position.

Interruptions to our business could adversely affect our operations.

As with any Company, our operations are at risk of being interrupted by earthquake, fire, flood, and other natural and human-caused disasters, including disease and terrorist attacks.

Our operations are also at risk of power loss, telecommunications failure, human error, physical or electronic security breaches and computer viruses (which could leave us vulnerable to the loss of confidential proprietary information as well as disruption of our business activities) and other infrastructure and technology-based problems.

To help guard against such risks, we carry business interruption loss insurance to help compensate us for losses that may occur, but we cannot assure that such coverage would protect us from all such possible losses.

Security breaches and other disruptions could compromise our information and expose us to liability, which would cause our business and reputation to suffer.

In the ordinary course of our business, we collect and store sensitive data, including intellectual property, our proprietary business information and that of our employees, customers, licensors, vendors and business partners, including personally identifiable information of our customers and employees, in our data centers and on our networks.

Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions.

Security breaches have occurred with increased frequency and sophistication in recent years.

Any such breach could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen.

Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, disrupt our operations, and damage our reputation, which could adversely affect our business.

Following the disposition of certain operating assets,

we have limited continuing activities that are not expected to generate revenue

at levels sufficient to fund ongoing operating costs.

Our continuing activities are not expected to

generate material revenue at levels sufficient to fund ongoing operating costs.

result, our ability to sustain operations depends on available cash resources,

access to additional capital, and/or the successful completion of one or more

Strategic Transactions.

If we are unable to obtain additional capital or

complete a Strategic Transaction on acceptable terms or at all, we may be

required to significantly curtail operations or pursue an orderly wind-down of

the Company, which could result in reduced recoveries for stockholders.

We are at risk for being delisted from the Nasdaq Capital Market for non-compliance with Nasdaq's continued listing standards.

Although our common stock is currently listed on the Nasdaq Capital Market, as of December 31, 2025, we are not in compliance with any of the quantitative continued listing standards under Nasdaq Marketplace Rule 5550, and we anticipate receiving a notice of non-compliance from Nasdaq.

If we are unable to regain compliance with Nasdaq's continued listing standards within any applicable cure period, our common stock could be subject to delisting from the Nasdaq Capital Market.

Delisting of our common stock from Nasdaq could significantly reduce the liquidity and market price of our common stock and could make it more difficult for us to access the capital markets on acceptable terms, if at all.

Even after we receive a notice of non-compliance, we may not be able to regain compliance within the timeframe provided by Nasdaq.

Alternative markets, such as the over-the-counter markets, generally have less liquidity and visibility than Nasdaq, and trading on such markets could adversely affect the ability of stockholders to sell their shares at a desired price.

remain responsible for warranty and other obligations associated with products

sold prior to the October 2025 asset disposition.

Although we completed the disposition of

certain operating assets in October 2025, we continue to fulfill warranty

servicing and technical support obligations related to products sold prior to

the transaction.

The ultimate cost of satisfying these obligations is subject

to uncertainty, and actual costs may exceed current estimates or previously

recorded reserves.

Unexpected increases in warranty claims, service costs,

parts costs, or related liabilities could materially adversely affect our

financial condition and liquidity.

In addition, we may remain subject to

claims, disputes, or other liabilities arising from our legacy operations.

resolution of such matters may require significant cash expenditures or result

in additional liabilities.

Our reduced workforce may impair our

ability to maintain effective internal controls and public company compliance.

Following the October 2025 asset

disposition, we operate with a significantly reduced workforce.

effective internal control over financial reporting and complying with public

company reporting obligations requires significant management attention and

If we are unable to maintain effective controls or comply with

applicable reporting requirements, we could be subject to regulatory scrutiny.

Cybersecurity incidents or other

information technology disruptions could adversely affect our operations and

expose us to liability.

Although our operations have been

significantly reduced following the October 2025 asset disposition, we continue

to maintain information systems that support our public company reporting,

financial management, warranty servicing activities, and administrative

We also retain certain sensitive information, including employee

data and historical business information.

Despite security measures, our information systems may

be vulnerable to cybersecurity incidents, including unauthorized access,

ransomware attacks, phishing attempts, or other disruptions caused by third

parties or internal actors.

Because we operate with a limited workforce, our

ability to detect, respond to, and remediate cybersecurity incidents may be

Any significant breach could result in regulatory scrutiny, legal

claims, reputational harm, increased compliance costs, or operational disruption.

Global economic conditions

and capital market volatility may adversely affect our ability to obtain

financing or complete a strategic transaction.

Global economic conditions,

including inflation, rising interest rates, geopolitical conflicts, financial

market volatility and tightening credit markets, may adversely affect our

ability to raise capital or complete a Strategic Transaction.

Volatility in

equity markets may negatively impact the trading price of our common stock and

limit our ability to issue equity or equity-linked securities on favorable

terms, or at all.

Adverse economic conditions

may also reduce investor appetite for special situation or transitional

companies, which could impair our ability to attract potential transaction

partners or financing sources.

If we are unable to access capital markets or complete

a Strategic Transaction due to adverse economic conditions, our financial

condition and ability to continue operations could be materially adversely

Geopolitical events and

international conflicts may increase financial market volatility and adversely

affect our liquidity and strategic alternatives.

Ongoing geopolitical

conflicts, including the war in Ukraine and other international tensions, have

resulted in increased volatility in global financial markets.

Sanctions, trade

restrictions, supply chain disruptions and broader economic instability may

continue to affect capital markets and investor confidence.

Although we no

longer conduct significant operating activities, prolonged instability in

global markets could negatively impact our ability to raise capital, regain compliance with listing requirements, or complete a Strategic Transaction.

Our limited international administrative activities may be subject to risks associated with operating in foreign jurisdictions.

We maintain limited personnel and administrative activities in certain foreign jurisdictions, including India.

Although our continuing activities are significantly reduced, we remain subject to local labor laws, tax regulations, regulatory requirements, and legal systems in these jurisdictions.

Changes in political, economic, regulatory, or security conditions in these countries could increase compliance costs, result in disputes, or otherwise adversely affect our ability to manage remaining obligations and corporate matters efficiently.

Additionally, differences in legal systems and enforcement mechanisms may increase the difficulty or cost of resolving disputes or collecting assets in foreign jurisdictions.

We are highly dependent on

a small number of executive officers and personnel.

Following the October 2025

disposition of certain operating assets, we operate with a significantly

reduced workforce and rely on a limited number of executive officers and key

personnel to manage our public company compliance obligations, oversee warranty

servicing activities, manage remaining assets and liabilities, and evaluate

potential Strategic Transactions.

The loss of the services of

our chief executive officer, chief financial officer, or other key personnel

could materially impair our ability to meet reporting obligations, maintain

effective internal controls, manage liquidity, or complete a Strategic Transaction.

We do not maintain key person life insurance on our executive officers.

Because of our limited personnel structure, the

unexpected departure or unavailability of key personnel could have a

disproportionately adverse impact on our financial condition and ability to

continue operations.

Risks Relating to Share Ownership

Our common stock trades at prices less than $1.00 which is the minimum bid price requirement under Nasdaq’s continued listing standards, as such our common stock may be subject to delisting from the Nasdaq Capital Market.

On June 20, 2024, we received a letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) informing us that because the closing bid price for the Company’s common stock listed on Nasdaq was below $1.00 for 30 consecutive trading days, we are not in compliance with the minimum bid price requirement for continued listing on the Nasdaq Capital Market, as set forth in Nasdaq Marketplace Rule 5550(a)(2) (the “Minimum Bid Price Requirement”).

The last reported closing price of our common stock on the Nasdaq Capital Market on March 27, 2025 was $0.67 per share.

In accordance with Nasdaq Marketplace Rule 5810(c)(3)(A), we had a period of 180 calendar days from June 20, 2024, or until December 17, 2024, to regain compliance with the Minimum Bid Price Requirement.

On December 18, 2024, the Company received a letter from Nasdaq advising that the Company has been granted a 180-day extension to June 16, 2025 to regain compliance with the Minimum Bid Price Requirement, in accordance with Nasdaq Listing Rule 5810(c)(3)(A).

The Company will continue to monitor the closing bid price of its common stock and consider implementing available options to regain compliance with the Minimum Bid Price Requirement.

Specifically, the Company has confirmed to Nasdaq that, if necessary, it will implement a reverse stock split of its outstanding common stock (if approved by the Company’s stockholders) to regain compliance.

If the Company does not regain compliance within the allotted compliance period, Nasdaq will provide notice that the Company’s common stock will be subject to delisting.

The Company would then be entitled to appeal that determination to a Nasdaq hearings panel.

There can be no assurance that the Company will regain compliance with the Minimum Bid Price Requirement during this 180-day extension.

If our common stock is delisted from Nasdaq Capital Market in the future, such securities may be traded on the over-the-counter markets.

Such alternative markets, however, are generally considered to be less efficient than, and not as broad as, Nasdaq.

Accordingly, delisting of our common stock from Nasdaq could have a significant negative effect on the trading volume, liquidity and market price of our common stock.

In addition, the delisting of our common stock could adversely affect our ability to raise capital on terms acceptable to us or at all and could reduce the number of investors willing to hold or acquire our common stock.

Our common stock may be subject to delisting from the Nasdaq Capital Market for failing to hold an annual meeting of stockholders in 2024.

On January 10, 2025, we received a written notice from the Staff at Nasdaq informing us that because the Company did not hold an annual meeting of stockholders in 2024, the Company is not in compliance with the requirement to conduct an annual meeting of stockholders no later than one year after the end of its fiscal year, as set forth in Nasdaq Marketplace Rule 5620(a) (the “Annual Meeting Requirement”).

In accordance with Nasdaq Marketplace Rule 5810(c)(2)(G), on February 24, 2025 we submitted to Nasdaq a plan to regain compliance with the Annual Meeting Requirement (the “Compliance Plan”).

If Nasdaq in its discretion accepts the Company’s Compliance Plan, Nasdaq can grant an exception of up to 180 calendar days from the fiscal year end, or until June 30, 2025, for the Company to regain compliance with the Annual Meeting Requirement.

If Nasdaq does not accept our plan, or if we fail to conduct our delayed 2024 annual meeting of stockholders before June 30, 2025, and in either such case Nasdaq provides notice that the Company’s common stock will be subject to delisting, we will have the opportunity to appeal the decision in front of a Nasdaq Hearings Panel.

We cannot assure you that we will be able to regain compliance with the annual meeting requirement or that our securities will continue to be listed on Nasdaq.

If our common stock is delisted from Nasdaq Capital Market in the future, such securities may be traded on the over-the-counter markets.

Such alternative markets, however, are generally considered to be less efficient than, and not as broad as, Nasdaq.

Accordingly, delisting of our common stock from Nasdaq could have a significant negative effect on the trading volume, liquidity and market price of our common stock.

As a result of Edward D.

Bagley’s significant share ownership position in the Company, he is able to influence corporate matters.

Based solely on filings by Edward D.

Bagley under Regulation 13 D and Section 16 of the Exchange Act, Mr.

Bagley beneficially owns approximately 49.6 % of our issued and outstanding shares of common stock.

Bagley’s daughter, Lisa Higley, is a member of our board of directors.

Bagley’s significant share ownership, Mr.

Bagley will be able to significantly influence who serves on our board of directors and the outcome of matters required to be submitted to our stockholders for approval, including, without limitation, decisions relating to the outcome of any proposed merger or consolidation of our company and Mr.

Bagley’s significant interest in us may discourage third parties from seeking to acquire control of us, which may adversely affect the market price of our common stock.

In addition, based solely on filings by other members of Mr.

Bagley’s family and their family trusts under Regulation 13 D and Section 16 of the Exchange Act, such family members and their family trusts collectively beneficially own an additional 14.9% of our outstanding shares of common stock, however, Mr.

Bagley asserts he does not have control over and disclaims beneficial ownership of such shares.

Bagley’s interests and the interests of his family and their family trusts may not be consistent with those of our other stockholders.

Our stock price fluctuates as a result of the conduct of our business and stock market fluctuations.

The market price of our common stock has experienced significant fluctuations and may continue to fluctuate significantly.

The market price of our common stock may be significantly affected by a variety of factors, including the following:

statements or changes in opinions, ratings, or earnings estimates made by brokerage firms or industry analysts relating to the market in which we do business or relating to us specifically;

disparity between our reported results and the projections of analysts;

the shift in sales mix of products that we currently sell to a sales mix of lower-gross profit product offerings;

the level and mix of inventory held by our distributors;

the announcement of new products or product enhancements by us or our competitors;

technological innovations by us or our competitors;

success in meeting targeted availability dates for new or redesigned products;

the ability to profitably and efficiently manage our supply of products and key components;

the ability to maintain profitable relationships with our customers;

the ability to maintain an appropriate cost structure;

quarterly variations in our results of operations;

general consumer confidence or market conditions, or market conditions specific to technology industry;

domestic and international economic conditions;

unexpected changes in regulatory requirements and tariffs;

our ability to report financial information in a timely manner;

the markets in which our stock is traded;

our ability to successfully utilize our cash reserves resulting from the settlement of litigation and arbitration matters.

Rights to acquire our common stock could result in dilution to other holders of our common stock.

As of December 31, 2024 , there were outstanding options to acquire approximately 569,016 shares of our common stock at a weighted average exercise price of $3.32 per share.

In addition, as of December 31, 2024 there were outstanding warrants to acquire approximately 5,022,123 shares at weighted average exercise price of $ 2.54 .

During the terms of these options and warrants the holders thereof will have the opportunity to profit from an increase in the market price of the common stock.

The existence of these derivatives may adversely affect the terms on which we can obtain additional financing, and the holders of these derivatives can be expected to exercise such options at a time when we, in all likelihood, would be able to obtain additional capital by offering shares of our common stock on terms more favorable to us than those provided by the exercise of these derivatives.

The sale of additional shares of our common stock could have a negative effect on the market price of our common stock.

The sale of substantial amounts of our common stock in the public market, such as the Rights Offering that we completed in December 2018, Notes and Warrants that we issued in December 2019 , Common Stock and Warrants that we issued in 2020 and 2021 , and exchange of common stock for the cancellation of short-term bridge loan could adversely affect prevailing market prices and could impair our ability to raise capital through the sale of our equity securities.

Most shares of common stock currently outstanding are eligible for sale in the public market, subject in certain cases to compliance with the requirements of Rule 144 under the securities laws.

Shares issued upon the exercise of stock options granted under our stock option plan generally will be eligible for sale in the public market.

We also have the authority to issue additional shares of common stock and shares of one or more series of preferred stock.

The issuance of such shares could dilute the voting power of the currently outstanding shares of our common stock and could dilute earnings per share.

Because we have suspended regular payment of dividends on our common stock and pay only special dividends, stockholders will benefit from an investment in our stock only if it appreciates in value unless a decision is made to reinstate paying regular dividend payments.

Any future determination as to the declaration and payment of cash dividends will be at the discretion of our board of directors and will depend on factors the board of directors deems relevant, including among others, our results of operations, financial condition and cash requirements, business prospects, and the terms of our secured convertible notes and other financing arrangements.

Accordingly, unless a declaration and payment of cash dividends is made, realization of a gain on stockholders’ investments will depend on the appreciation of the price of our stock.

There is no guarantee that our stock will appreciate in value or a dividend declaration will be made.

If equity research analysts do not publish research or reports about our business or if they issue unfavorable commentary or downgrade our common stock, the price of our common stock could decline.

The liquidity of the trading market for our common stock may be affected in part by the research and reports that equity research analysts publish about us and our business.

We do not control the opinions of these analysts.

The price of our stock could decline if one or more equity analysts downgrade our stock or if those analysts issue other unfavorable commentary or cease publishing reports about us or our business.

Our certification of incorporation designates the Court of Chancery in the State of Delaware as the sole and exclusive forum for certain actions or proceedings that may be initiated by our stockholders, which could discourage claims or limit stockholders’ ability to make a claim against the Company, our directors, officers, and employees.

Our certificate of incorporation states that unless we consent in writing to the selection of an alternative forum, the Court of Chancery in the State of Delaware shall be the sole and exclusive forum for any stockholder to bring (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee or agent of the Company to the Company or the Company's stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, our certificate of incorporation or our bylaws or (iv) any action asserting a claim governed by the internal affairs doctrine, in each case subject to the Delaware Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein.

These exclusive forum provisions do not apply to claims under the Securities Act or the Exchange Act.

The exclusive forum provision may discourage claims or limit stockholders’ ability to submit claims in a judicial forum that they find favorable and may create additional costs as a result.

If a court were to determine the exclusive forum provision to be inapplicable and unenforceable in an action, we may incur additional costs in conjunction with our efforts to resolve the dispute in an alternative jurisdiction, which could have a negative impact on our results of operations.

Our largest stockholder has significant influence over

corporate matters.

Subsequent to year end, on March 11, 2026, we closed a private placement with the Company’s largest stockholder for aggregate gross proceeds of $1.75 million through the issuance of 437,500 shares of common stock and a warrant to purchase up to an additional 437,500 shares.

The agreement also grants the stockholder consent rights over certain new debt and material transactions.

The agreement also imposes customary restrictions, including limitations on incurring new debt above certain thresholds and entering into material transactions without the purchaser’s consent.

If we are unable to satisfy the reincorporation condition or if the purchaser exercises its rights under the restrictions, our ability to pursue strategic alternatives, raise additional capital, or manage liquidity could be materially constrained.

In addition, because the financing was provided by our largest stockholder, matters relating to the shares, warrant, or any future modifications could involve potential conflicts of interest and may influence or control the terms and structure of any strategic transaction.

As of March 16, 2026, our largest stockholder beneficially owned approximately 61.3% of our outstanding common stock.

As a result, this stockholder has the ability to control the outcome of matters submitted to stockholders for approval, including the election of directors, approval of mergers or business combinations, and amendments to our organizational documents.

This concentration of ownership and the additional contractual rights may discourage, delay, or prevent a change in control transaction that other stockholders may consider favorable and may cause decisions to be made that differ from the interests of other stockholders.

Outstanding warrants and redeemable preferred stock may adversely affect the market price of our common stock and complicate strategic transactions.

We have outstanding warrants that are exercisable into shares of common stock.

The exercise of these warrants would result in dilution to existing common stockholders.

In addition, we have outstanding shares of Class A Redeemable Preferred Stock.

The closing of the Asset Sale on October 24, 2025 triggered the mandatory redemption of the Class A Redeemable Preferred Stock.

As of December 31, 2025, the redemption had not yet been completed.

We currently estimate the final redemption amount to be approximately $50,000 after permitted expenses and net asset recoveries.

Redemption will require the use of cash that might otherwise be available for operations or strategic alternatives.

The existence of these securities may affect the market price of our common stock and could complicate the negotiation or completion of a strategic transaction.

Any strategic transaction may also require the issuance of additional equity securities, which could result in further dilution to existing common stockholders.

The market price of our common stock may be volatile.

The market price of our common stock has experienced

significant fluctuations and may continue to fluctuate due to a variety of

factors, many of which are beyond our control.

These factors may include:

relating to our Strategic Transaction process;

ability to obtain additional financing;

liquidity position and financial condition;

compliance with Nasdaq listing requirements;

announcements

regarding executive leadership or key personnel;

market and economic conditions;

in investor perception of companies with limited operations or

transitional business models.

In addition, stock markets in general have experienced

significant price and volume volatility that may be unrelated to the operating

performance of particular companies.

These fluctuations may adversely affect

the market price of our common stock.

The issuance of additional equity or the exercise or

conversion of outstanding securities may result in substantial dilution.

We have outstanding securities, including options and warrants,

that may be convertible into or exercisable for shares of our common stock.

addition, we may issue additional equity securities in connection with

financing transactions, Strategic Transactions, or other corporate purposes.

The issuance of additional shares of common stock or

securities convertible into common stock could result in substantial dilution

to existing stockholders and may adversely affect the market price of our

common stock.

Future issuances of equity

securities could dilute existing stockholders and adversely affect the market

price of our common stock.

We may issue additional

shares of common stock or securities convertible into or exercisable for common

stock in connection with financing transactions, Strategic Transactions, or

other corporate purposes.

The issuance of additional shares may dilute the

ownership interests of existing stockholders and could adversely affect the

market price of our common stock.

Sales of substantial amounts of our common

stock in the public market, or the perception that such sales may occur, could

also negatively impact the trading price of our common stock.

The absence of equity

research coverage or unfavorable analyst commentary could adversely affect the

market price of our common stock.

The trading market for our

common stock may be influenced by research reports and recommendations

published by equity research analysts.

We do not control the content of analyst

If one or more analysts downgrade our common stock, issue unfavorable

commentary, or cease coverage, the market price and liquidity of our common

stock could decline.

A Strategic Transaction

may result in significant dilution to existing stockholders or a change in

control of the Company.

The completion of a Strategic

Transaction may require the issuance of a substantial number of shares of our

common stock or securities convertible into or exercisable for common stock or

may otherwise result in a change in the Company’s capital structure.

issuance could result in significant dilution to existing stockholders,

including a reduction in voting power, economic interest, and ownership

In addition, a Strategic Transaction could result in a change in control of the Company, including the issuance of securities that represent a majority of our outstanding voting power or the appointment of new directors or management.

A change in control could materially alter our business strategy, governance structure, and risk profile.

There can be no assurance that any Strategic Transaction would enhance stockholder value or that its terms would be favorable to all stockholders.

Our certificate of

incorporation designates the Court of Chancery of the State of Delaware as the

exclusive forum for certain stockholder litigation, which may limit

stockholders’ ability to obtain a favorable judicial forum for disputes with us

or our directors, officers, or employees.

Our certificate of

incorporation provides that, unless we consent in writing to the selection of

an alternative forum, the Court of Chancery of the State of Delaware shall be

the sole and exclusive forum for:

(i) any derivative

action or proceeding brought on behalf of the Company;

(ii) any action asserting a claim for breach of a fiduciary duty owed by any

director, officer, employee, or agent of the Company to the Company or our

stockholders;

(iii) any action asserting a claim arising pursuant to any provision of the

Delaware General Corporation Law, our certificate of incorporation, or our

(iv) any action asserting a claim governed by the internal affairs doctrine.

These exclusive forum

provisions do not apply to claims arising under the Securities Act of 1933, as

amended, or the Securities Exchange Act of 1934, as amended, or any other claim

for which federal courts have exclusive jurisdiction.

The exclusive forum provision may limit a

stockholder’s ability to bring a claim in a judicial forum that it finds

favorable and may increase costs associated with bringing such a claim.

court were to determine that the exclusive forum provision is inapplicable or

unenforceable in an action, we may incur additional costs associated with

resolving such action in other jurisdictions.

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