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We will need to generate and sustain increased revenue levels or reduce operating costs materially in future periods to achieve profitability, and even if we achieve profitability, we may not be able to maintain or increase our level of profitability.
−Removed: We expect that our operating expenses will increase substantially for the foreseeable future as we hire additional employees, invest in expanding our seller and buyer base and deepening our existing seller and buyer relationships, expand across and within product verticals, increase our marketing efforts and brand awareness, and invest in expanding our international operations.
−Removed: In addition, as a public company, we will incur significant legal, accounting, and other expenses that we did not incur as a private company.
+Added: Our operating expenses may increase substantially in the foreseeable future to the extent necessary that we may hire additional employees, invest in expanding our seller and buyer base and deepening our existing seller and buyer relationships, expand across and within product verticals, increase our marketing efforts and brand awareness, and invest in expanding our international operations.
+Added: In addition, as a public company, we have and will continue to incur significant legal, accounting, and other expenses that we did not incur as a private company.
These expenditures will make it more difficult for us to achieve and maintain profitability.
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• our ability to hire and retain talented employees and professional contractors at all levels of our business;
−Removed: • the impact of the ongoing COVID-19 pandemic or other events, such as geopolitical crises, which may cause significant economic or social disruption;
+Added: • the changing consumer behaviors as a result of the post COVID-19 pandemic or other events, such as geopolitical crises, which may cause significant economic or social disruption;
+Added: • our ability to successfully manage previously-minted NFTs that remain available for sale and to anticipate and manage the risks associated therewith;
• economic and market conditions, particularly those affecting the luxury design products industry, such as fluctuations in inflation and interest rates or supply chain or global shipping disruptions.
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Our success depends on our ability to cost-effectively attract, retain, and grow relationships with sellers, and in turn, the volume of luxury design products listed and sold through our online marketplace.
−Removed: We cannot be certain that these efforts will attract more sellers, induce sellers to list and sell more luxury design products on our online marketplace or yield a sufficient return on investment.
+Added: We cannot be certain that these efforts will
+Added: attract more sellers, induce sellers to list and sell more luxury design products on our online marketplace or yield a sufficient return on investment.
Moreover, sellers may choose not to continue to list with us or list items as frequently.
Our historical seller marketplace services revenue may not be indicative of future revenue.
−Removed: We are highly selective in the sellers we allow onto
−Removed: our online marketplace and sellers must undergo a thorough vetting process with our vetting specialists before they are allowed to join our online marketplace.
+Added: We are highly selective in the sellers we allow onto our online marketplace and sellers must undergo a thorough vetting process with our vetting specialists before they are allowed to join our online marketplace.
As a result, we may have difficulty identifying sellers who meet our standards for providing luxury design products and our customer service requirements.
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If we are not successful in attracting and retaining qualified vetting specialists, the quantity and quality of the luxury design products sold through our online marketplace may be negatively impacted, which would harm our business and results of operations.
+Added: We may expand our business through acquisitions of other businesses, products, or technologies, which have required, could continue to require, and may require significant management attention, could disrupt our business, dilute stockholder value, adversely affect our operating results, and/or prove to be unsuccessful.
+Added: We have acquired a number of other businesses in the past, and may acquire additional businesses, products, or technologies in the future.
+Added: For example, in May 2019, we acquired Design Manager, a project management and accounting software company for interior designers.
+Added: In June 2022, we sold 100% of our equity interest in Design Manager.
+Added: Acquisitions may divert management’s time and focus from operating our business.
+Added: Acquisitions also may require us to spend a substantial portion of our available cash, incur debt or other liabilities, amortize expenses related to intangible assets, or incur write-offs of goodwill or other assets.
+Added: In connection with these types of transactions, we may be required to issue equity securities, which could cause dilution to our stockholders.
+Added: In addition, integrating an acquired business or technology is risky.
+Added: Completed and future acquisitions may result in unforeseen operational difficulties and expenditures associated with:
+Added: • incorporating and integrating new businesses, technologies, products, personnel, or operations of any company we may acquire, particularly if key personnel of the acquired company decide not to work for us;
+Added: • consolidating operational and administrative functions;
+Added: • coordinating outreach to our community;
+Added: • disruption to our ongoing business and distraction of our management;
+Added: • delay or reduction of transactions on our marketplace or in the business of the company we acquired due to uncertainty about continuity and effectiveness of service from either company;
+Added: • entry into geographic or business markets in which we have little or no prior experience or where competitors have stronger market positions;
+Added: • effectively managing an increased number of employees in diverse locations;
+Added: • if we use cash to pay for acquisitions, limiting other potential uses for our cash;
+Added: • incurring debt to fund such acquisitions, which may subject us to material restrictions on our ability to conduct our business;
+Added: • issuing our equity securities;
+Added: • incurring impairment charges related to potential write-downs of acquired assets or goodwill;
+Added: • maintaining morale and culture and retaining and integrating key employees;
+Added: • maintaining or developing controls, procedures, and policies (including effective internal control over financial reporting and disclosure controls and procedures);
+Added: • assuming liabilities related to the activities of the acquired business before the acquisition, including liabilities for violations of laws and regulations, commercial disputes, taxes, and other matters.
+Added: In addition, an acquisition may negatively affect our results of operations and financial condition because it may require us to incur charges or assume substantial debt or other liabilities, may cause adverse tax consequences or unfavorable accounting treatment, may expose us to claims and disputes by third parties, including intellectual property claims and disputes, or may not generate sufficient financial return to offset additional costs and expenses related to the acquisition.
+Added: Moreover, we may not benefit from our acquisitions as we expect, or in the time frame we expect, or we may elect to divest ourselves of prior acquisitions, such as our sale of Design Manager in June 2022.
+Added: We also may issue additional equity securities in connection with an acquisition, which could cause dilution to our stockholders.
+Added: Finally, acquisitions could be viewed negatively by analysts and investors or by our sellers and buyers.
+Added: We may not succeed in addressing these or other risks, which could harm our business and results of operations.
If we are unable to establish the authenticity of the items listed and sold through our online marketplace, our business, brand, and reputation could suffer.
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copyright law and the Communications Decency Act, we may benefit from statutory safe harbor provisions that protect us from liability for content posted by our sellers and buyers.
−Removed: However, trademark and patent laws do not include similar statutory provisions and liability for these forms
−Removed: of intellectual property is often determined by court decisions.
+Added: However, trademark and patent laws do not include similar statutory provisions and liability for these forms of intellectual property is often determined by court decisions.
These safe harbors and court rulings may change unfavorably.
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If a governmental authority determines that we have aided and abetted the infringement of third-party intellectual property rights or the sale of counterfeit goods or if legal changes result in us potentially being liable for actions by sellers on our online marketplace, we could face regulatory, civil, or criminal penalties.
−Removed: Successful claims by third-party rights owners could require us to pay substantial damages or refrain from permitting any further listing of the relevant items.
+Added: Successful claims by third-party rights owners
+Added: could require us to pay substantial damages or refrain from permitting any further listing of the relevant items.
These types of claims could force us to modify our business practices, which could lower our revenue, increase our costs, or make our platform less user-friendly.
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As a result, the revenue generated from new buyer transactions may not be as high as the revenue generated from transactions with our existing buyers.
−Removed: Our historical growth rates for Active Buyers may not be indicative of future growth rates in new Active Buyers.
+Added: Our historical performance for Active Buyers may not be indicative of future performance in new Active Buyers.
Failure to attract new buyers and to maintain relationships with existing buyers, or to convert users to Active Buyers on our online marketplace, would harm our results of operations and our ability to attract and retain sellers.
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Further, if sellers and buyers elect to transact business through in-person interactions instead of through our online marketplace, our revenue could be negatively impacted and our business could be harmed.
−Removed: We rely, in part, on sellers to provide a positive experience to buyers.
+Added: We rely, in part, on sellers to provide a positive experience to buyers, which includes limited disruptions in service by sellers.
We have on occasion received reports from buyers that they have not received the items that they purchased, that the items received were not as represented by the seller or that we or a seller has not been responsive to their questions.
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A perception that our levels of responsiveness and seller and buyer support are inadequate could have similar results.
−Removed: Further, any disruption in the operations of a substantial number of sellers, such as interruptions in delivery services, disruption due to public health crises such as the COVID-19 pandemic, natural disasters, inclement weather, or political unrest,
−Removed: could also result in negative experiences for a substantial number of buyers.
+Added: Further, any disruption in the operations of a substantial number of sellers, such as interruptions in delivery services, disruption due to public health crises, such as the COVID-19 pandemic, natural disasters, inclement weather, or political unrest, could also result in negative experiences for a substantial number of buyers.
If buyers do not have a positive experience transacting business on our online marketplace for any reason, or if we or our sellers fail to provide a high level of customer support and responsiveness, it could harm our reputation and our business.
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Delays or interruptions may be caused by events that are beyond the control of the delivery services, such as inclement weather, natural disasters, transportation disruptions, delays in customs inspections, terrorism, public health crises such as the COVID-19 pandemic, or labor unrest.
+Added: For example, in the event a potential third-party strike occurs, this may cause orders to be lost or delivered late, which could result in canceled customer orders, reduced GMV and net revenue, and negatively impact net loss.
+Added: It is possible that a potential third-party strike could also result in increased shipping costs and buyer accommodations.
+Added: These potential impacts may have a material adverse effect on our business, financial condition, including on our financial statements of operations and cash flow, operating results, and liquidity.
The delivery services could also be affected by industry consolidation, insolvency, or government shut-downs.
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We compete with a broad range of vendors of new and pre-owned luxury design products, including traditional brick-and-mortar entities, such as department stores, branded luxury goods stores, and specialty retailers, and entities providing access to more unique luxury goods, such as galleries, boutiques, independent retail stores, and auction houses.
−Removed: We also compete with the online offerings of these traditional retail competitors, resale players focused on niche or single categories, as well as technology-enabled online marketplaces that may offer the same or similar goods and services that we offer.
−Removed: We believe our current primary competitors include Amazon, eBay, Etsy Inc.,
−Removed: Restoration Hardware, Inc., Wayfair Inc., Christie’s Inc., and Sotheby’s, Inc.
+Added: We also compete with the online offerings of these traditional retail competitors, resale players focused on niche or single categories, as well as technology-enabled online marketplaces that may offer the same
+Added: or similar goods and services that we offer.
+Added: We believe our current primary competitors include Amazon, eBay, Etsy Inc., Restoration Hardware, Inc., Wayfair Inc., Christie’s Inc., and Sotheby’s, Inc.
We believe our ability to compete depends on many factors within and beyond our control, including:
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Additionally, the metrics and forecasts relating to the size and expected growth of our addressable market may prove to be inaccurate.
−Removed: However, we believe that these figures are reasonable estimates, and we take measures to improve their accuracy, such as eliminating known fictitious or duplicate accounts.
−Removed: are, nonetheless, inherent challenges in gathering accurate data across large online and mobile populations.
+Added: However, we believe that these figures are reasonable
+Added: estimates, and we take measures to improve their accuracy, such as eliminating known fictitious or duplicate accounts.
+Added: There are, nonetheless, inherent challenges in gathering accurate data across large online and mobile populations.
For example, there may be individuals who have multiple email accounts in violation of our terms of service.
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Our business and results of operations may be more susceptible to other macroeconomic conditions or trends due to our reliance on consumer discretionary spending.
−Removed: Our business and results of operations are subject to global economic conditions and their impact on consumer discretionary spending, particularly in the market for luxury design products.
+Added: Our business and results of operations are subject to industry and global economic conditions and their impact on consumer discretionary spending, particularly in the market for luxury design products.
If general economic conditions deteriorate in the United States or in other markets where we operate, consumer discretionary spending may decline and demand for the luxury design products available on our online marketplace may be reduced.
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Consumer purchases of luxury design products have generally declined during periods of economic uncertainty, when disposable income is reduced or when there is a reduction in consumer confidence.
−Removed: Other factors that may negatively influence consumer spending on luxury design products include unemployment levels, higher consumer debt levels, reductions in net worth, declines in asset values, market uncertainty, home foreclosures and reductions in home values, fluctuating interest rates and credit availability, fluctuating fuel and other energy costs, fluctuating commodity prices and general uncertainty regarding the overall future political and economic environment.
−Removed: Economic conditions may also be affected by global health crises such as the COVID-19 pandemic, and natural disasters, such as earthquakes, hurricanes, and wildfires.
+Added: Other factors that may negatively influence consumer spending on luxury design products include unemployment levels, higher consumer debt levels, reductions in net worth, declines in asset values, market uncertainty, home foreclosures and reductions in home values, fluctuating interest rates and credit availability, changes to monetary policy, volatile currency exchange rates, fluctuating fuel and other energy costs, fluctuating commodity prices, government shutdowns, financial distress caused by recent or potential bank failures and the associated bank crisis and concerns about the stability and liquidity of certain financial institutions, volatility or disruption in the capital markets, and general uncertainty regarding the overall future political and economic environment.
+Added: Economic conditions may also be affected by global health crises, such as the COVID-19 pandemic, natural disasters, such as earthquakes, hurricanes, floods, severe storms, and wildfires, and wars, social unrest, political tensions, or other unexpected events, which may include further embargoes, regional instability and geopolitical shifts, that may adversely impact our business and operating results to an extent that cannot be predicted.
+Added: For example, the continued turmoil resulting from the various ongoing wars or conflicts could have a depressing effect on the global economy, which could dampen our business activity by reducing the demand for luxury design products.
Such economic uncertainty and decrease in the rate of purchases of luxury design products may slow the rate at which sellers choose to list their items with us, which could result in a decrease of items available through our online marketplace.
+Added: Additionally, adverse economic changes could reduce consumer confidence, and could thereby negatively affect our operating results.
+Added: In the event of a prolonged economic downturn or acute recession, significant inflation, or supply chain shortages, consumer spending habits could be adversely affected, and our business, financial condition, and results of operations could be harmed.
+Added: We may incur expenses or delays relating to such events outside of our control, which could have a material adverse impact on our business, operating results and financial condition.
Even without changes in economic conditions, the demand for the items listed on our online marketplace is dependent on consumer preferences.
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We use data science to predict seller and buyer preferences, and there can be no assurance that our data science will accurately anticipate seller or buyer requirements.
−Removed: Lead times relating to these changing preferences may make it difficult for us to respond rapidly to new or changing trends.
+Added: Lead times relating to these changing preferences may make it difficult for us to respond rapidly to
+Added: new or changing trends.
We have begun to expand our offerings and the impact on our business from these new offerings is not clear as it is difficult to accurately predict seller and buyer preferences.
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If these additional verticals do not attract new sellers or buyers, our revenue may fall short of expectations, our brand and reputation could suffer, and we may incur expenses that are not offset by revenue.
−Removed: In addition, our business may suffer if we are unable to attract new and repeat sellers that supply the necessary high-end, appropriately priced, and in-demand luxury design products in these additional verticals, and these verticals
−Removed: may also have a different range of margin profiles than the pieces currently sold through our online marketplace.
+Added: In addition, our business may suffer if we are unable to attract new and repeat sellers that supply the necessary high-end, appropriately priced, and in-demand luxury design products in these additional verticals, and these verticals may also have a different range of margin profiles than the pieces currently sold through our online marketplace.
Additionally, as we enter new verticals, potential sellers may demand lower commissions than our current verticals, which would adversely affect our take rate and results of operations.
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If any of these were to occur, it could damage our reputation, limit our growth and harm our results of operations.
−Removed: The COVID-19 pandemic has impacted, and may continue to impact, our business, key metrics, and results of operations in volatile and unpredictable ways.
−Removed: The uncertainty around the COVID-19 pandemic in the United States and worldwide will likely continue to adversely impact the national and global economy.
−Removed: The full extent of the impact of the pandemic on our business, key metrics, and results of operations depends on future developments that are uncertain and unpredictable, including the duration, severity, and spread of the pandemic, its impact on capital and financial markets, and any new information that may emerge concerning the virus or vaccines or other efforts to control the virus.
−Removed: As a result of the COVID-19 pandemic, we have transitioned to an almost fully remote work environment.
−Removed: More recently, we have re-opened our offices, and have implemented a flexible work model that we anticipate will have us continue to operate on a significantly remote and geographically (including internationally) dispersed basis for the foreseeable future.
−Removed: This remote and dispersed work environment could have a negative impact on the execution of our business plans and operations.
−Removed: For example, if a natural disaster, power outage, connectivity issue, or other event occurs that impacts our employees’ ability to work remotely, it may be difficult or, in certain cases, impossible, for us to continue our business for a substantial period of time.
−Removed: The increase in remote working may also result in consumer privacy, IT security, and fraud vulnerabilities, which, if exploited, could result in significant recovery costs and harm to our reputation.
−Removed: Transitioning to a fully or predominantly remote work environment and providing and maintaining the operational infrastructure necessary to support a remote work environment also present significant challenges to maintaining compliance with state requirements such as employee income tax withholding, remittance and reporting, payroll registration, and workers’ compensation insurance.
−Removed: It may also negatively impact our corporate culture, including employee engagement and productivity, both during the immediate pandemic crisis and beyond.
−Removed: In addition, we may experience a decline in the supply of luxury design products available through our online marketplace if our sellers face difficulty sourcing products in the event of any extended lockdowns or similar restrictions or measures implemented in response to the COVID-19 pandemic.
−Removed: Further, any prolonged economic downturn due to the COVID-19 pandemic (or otherwise) may negatively impact demand for luxury design products, including as a result of any significant or extended reduction in disposable incomes across our buyer base.
−Removed: The COVID-19 pandemic has also led to broader economic consequences, such as global shipping disruptions and changes in consumer behavior associated with the easing of pandemic-related restrictions and perceived risks, that may heighten other risks presented in this Annual Report on Form 10-K.
−Removed: Public health concerns, such as COVID-19, could also result in social, economic and labor instability in the localities in which we or our vendors, sellers, and buyers reside.
−Removed: Any of these uncertainties and actions we take to mitigate the effects of the COVID-19 pandemic and uncertainties related to the COVID-19 pandemic could harm our business, financial condition, and results of operations.
−Removed: Our NFT platform (utilizing Ether, a cryptocurrency generated using the Ethereum protocol) may expose us to legal, regulatory, and other risks.
−Removed: Given the nascent and evolving nature of cryptocurrencies, NFTs, and our NFT platform, we may be unable to accurately anticipate or adequately address such risks or the potential impact of such risks.
−Removed: The occurrence of any such risks could materially and adversely affect our business, financial condition, results of operations, reputation, and prospects.
−Removed: In August 2021, we announced the launch of our non-fungible token (“NFT”) platform where creators can make blockchain-encrypted design items, such as artwork, available as NFTs for digital purchase through 1stDibs, utilizing Ethereum, a blockchain technology.
−Removed: NFTs are digital assets recorded on a blockchain ledger for verification of authenticity and ownership of a unique digital asset, such as artwork.
−Removed: In January 2023, we determined to cease further investment in the NFT platform;
−Removed: however, previously-minted NFTs remain available for sale.
−Removed: Given the increased scrutiny of digital assets as well as cryptocurrencies for regulatory and anti-money laundering purposes, it is possible that the United States and other jurisdictions will engage in increased scrutiny and regulation of NFTs and our business.
−Removed: While NFTs and cryptocurrencies are similar in that both are based on blockchain technology, unlike cryptocurrency units, which are fungible, NFTs have unique identification codes and represent content on the blockchain.
−Removed: The record of ownership of the NFT, which establishes authenticity and may also carry other rights, cannot be duplicated.
−Removed: As NFTs are a relatively new and emerging type of digital asset, the regulatory, commercial, and legal framework governing NFTs (as well as cryptocurrencies) is likely to evolve both in the United States and internationally and implicates issues regarding a range of matters, including, but not limited to, intellectual property rights, privacy and cybersecurity, fraud, anti-money laundering, sanctions, and currency, commodity, and securities law implications.
If we fail to maintain and promote our brand and reputation, our business, market position, and future growth could suffer.
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As competition for online advertising has increased, the cost for some of these services has also increased.
−Removed: Our marketing initiatives may become increasingly expensive
−Removed: and generating a return on those initiatives may be difficult.
+Added: Our marketing initiatives may become increasingly expensive and generating a return on those initiatives may be difficult.
Even if we successfully increase revenue as a result of our paid marketing efforts, such increase may not offset the additional marketing expenses we incur.
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Any of these outcomes could harm our reputation and our relationships with our sellers and buyers.
−Removed: We may expand our business through acquisitions of other businesses, which may divert management’s attention and/or prove to be unsuccessful.
−Removed: We have acquired a number of other businesses in the past and may acquire additional businesses or technologies in the future.
−Removed: For example, in May 2019, we acquired Design Manager, a project management and accounting software company for interior designers.
−Removed: In June 2022, we sold 100% of our equity interest in Design Manager.
−Removed: Acquisitions may divert management’s time and focus from operating our business.
−Removed: Acquisitions also may require us to spend a substantial portion of our available cash, incur debt or other liabilities, amortize expenses related to intangible assets, or incur write-offs of goodwill or other assets.
−Removed: In addition, integrating an acquired business or technology is risky.
−Removed: Completed and future acquisitions may result in unforeseen operational difficulties and expenditures associated with:
−Removed: • incorporating and integrating new businesses, technologies, products, personnel, or operations of any company we may acquire, particularly if key personnel of the acquired company decide not to work for us;
−Removed: • consolidating operational and administrative functions;
−Removed: • coordinating outreach to our community;
−Removed: • disruption to our ongoing business and distraction of our management;
−Removed: • delay or reduction of transactions on our marketplace or in the business of the company we acquired due to uncertainty about continuity and effectiveness of service from either company;
−Removed: • entry into geographic or business markets in which we have little or no prior experience or where competitors have stronger market positions;
−Removed: • effectively managing an increased number of employees in diverse locations;
−Removed: • if we use cash to pay for acquisitions, limiting other potential uses for our cash;
−Removed: • incurring debt to fund such acquisitions, which may subject us to material restrictions on our ability to conduct our business;
−Removed: • incurring impairment charges related to potential write-downs of acquired assets or goodwill;
−Removed: • maintaining morale and culture and retaining and integrating key employees;
−Removed: • maintaining or developing controls, procedures, and policies (including effective internal control over financial reporting and disclosure controls and procedures);
−Removed: • assuming liabilities related to the activities of the acquired business before the acquisition, including liabilities for violations of laws and regulations, commercial disputes, taxes, and other matters.
−Removed: In addition, an acquisition may negatively affect our results of operations and financial condition because it may require us to incur charges or assume substantial debt or other liabilities, may cause adverse tax consequences or unfavorable accounting treatment, may expose us to claims and disputes by third parties, including intellectual property claims and disputes, or may not generate sufficient financial return to offset additional costs and expenses related to the acquisition.
−Removed: Moreover, we may not benefit from our acquisitions as we expect, or in the time frame we expect, or we may elect to divest ourselves of prior acquisitions, such as our sale of Design Manager in June 2022.
−Removed: We also may issue additional equity securities in connection with an acquisition, which could cause dilution to our stockholders.
−Removed: Finally, acquisitions could be viewed negatively by analysts and investors or by our sellers and buyers.
−Removed: We may not succeed in addressing these or other risks, which could harm our business and results of operations.
If we fail to manage our growth effectively, or if we are unable to execute our business plan and grow our business, our results of operations, and financial condition could be materially and adversely harmed.
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We may require additional capital to support business growth, and we may be unable to obtain additional capital on acceptable terms, if at all, and any additional financing may dilute existing stockholders.
−Removed: We believe that our existing cash and cash equivalents, together with cash generated from operations, will be enough to meet our anticipated cash needs for at least the next 12 months.
+Added: We believe that our existing cash, cash equivalents and short-term investments, together with any cash generated from operations, will be enough to meet our anticipated cash needs for at least the next 12 months.
We may require additional capital to grow our business, including the need to develop our online marketplace services, expand across and within product verticals, enhance our operating infrastructure, expand the markets in which we operate, and potentially acquire complementary businesses and technologies.
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In addition, we may not be able to obtain additional financing on terms favorable to us, if at all.
−Removed: If we are unable
−Removed: to obtain financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly limited, and our business and prospects could suffer.
+Added: If we are unable to obtain financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly limited, and our business and prospects could suffer.
If we fail to attract and retain key personnel on our executive team or to effectively manage leadership succession, our business, financial condition, and results of operations could be adversely impacted.
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Our key personnel are generally employed on an “at-will” basis.
+Added: Our strategic initiatives to reduce our cost structure towards cash flow positive operations could have long-term adverse effects on our business operations, and we may not realize the operational or financial benefits from such actions, including achieving our cash flow positive operations .
+Added: Our cost-reduction initiatives related to achieving cash flow positive operations are subject to many risks and uncertainties and may have an adverse impact on our performance.
+Added: For example, during the year ended December 31, 2023, we identified that we had excess vacancy in our office spaces and entered into a sublease agreement with a third party for approximately 78% of the rentable office space, which expanded to 100% of the rentable office space in January 2024.
+Added: The sublease expires on the expiration date of our lease.
+Added: This cost-reduction initiative could materially and adversely affect our business, cash flows, results of operations, profitability, and financial condition, due to factors beyond our control, including if our subtenant fails to make lease payments or otherwise defaults on their obligation to us as we could incur such payment obligations to our landlord and we may not be successful in realizing our anticipated savings and efficiencies.
+Added: Additionally, in June 2023, we announced a workforce reduction designed to reduce our operating costs and realign our investment priorities.
+Added: We may not effectively execute on, or achieve the stated goals of, this or future workforce reductions.
+Added: For example, the reduction in workforce may result in unintended consequences and costs, such as the loss of institutional knowledge and expertise, attrition beyond the intended number of employees, and decreased employee morale.
+Added: In addition, while positions have been eliminated, certain functions necessary to our operations remain.
+Added: We may be unsuccessful in distributing the duties and obligations of departed employees among our remaining employees and may need incur additional and unanticipated costs to rehire or hire new
+Added: personnel to perform such duties or may need to conduct additional reductions in workforce as we further redistribute such duties.
+Added: If we are unable to realize the anticipated benefits, or experience significant adverse consequences, from any of our cost-reduction initiatives, our business, financial condition, and results of operations may be materially adversely affected.
Further expansion into markets outside of the United States is important to the growth of our business but will subject us to risks associated with operations abroad.
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We have made substantial investments to expand to markets outside of the United States and continued expansion in markets outside of the United States may require significant additional financial investment.
−Removed: For example, in the year ended December 31, 2022, we launched localized sites in Germany and France, which may require significant financial investments to maintain.
+Added: For example, in the year ended December 31, 2023, we launched localized sites in Italy and Spain, which may require significant financial investments to maintain.
These investments include marketing to attract and retain new sellers and buyers, developing localized services and web platforms, forming relationships with third-party service providers, supporting operations in multiple countries, and potentially acquiring companies based outside the United States and integrating those companies with our operations.
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Finally, operating in markets outside of the United States requires significant management attention.
−Removed: If we invest substantial time and resources to expand our operations outside of the United States and cannot manage these risks effectively,
−Removed: the costs of doing business in those markets may be prohibitive or our expenses may increase disproportionately to the revenue generated in those markets.
+Added: If we invest substantial time and resources to expand our operations outside of the United States and cannot manage these risks effectively, the costs of doing business in those markets may be prohibitive or our expenses may increase disproportionately to the revenue generated in those markets.
We may incur significant losses from fraud, which would harm our results of operations.
We have in the past incurred and may in the future incur losses from various types of fraudulent transactions, including the use of stolen credit card numbers and claims that a buyer did not authorize a purchase.
−Removed: In addition to the direct costs of these losses, if the fraud is related to credit card transactions and becomes excessive, it could result in us paying higher fees or losing the right to accept credit cards for payment.
+Added: In addition to the direct costs of these losses, if the fraud is related to credit card transactions and becomes excessive, it could result in us paying higher fees or losing
+Added: the right to accept credit cards for payment.
Under current credit card practices, we are liable for fraudulent credit card transactions because we do not obtain a cardholder’s signature.
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If we were to become subject to work stoppages, we could experience disruption in our operations, including delays in technology development, customer servicing and shipping, and increases in our labor costs which could materially adversely affect our business, financial condition, or results of operations.
−Removed: Geopolitical risks, such as those associated with Russia’s recent invasion of Ukraine, could result in increased market volatility and uncertainty, which could negatively impact our business, financial condition, and results of operations.
−Removed: The uncertain nature, magnitude, and duration of hostilities stemming from Russia’s recent military invasion of Ukraine, including the potential effects of sanctions limitations, retaliatory cyber-attacks on the world economy and markets, and
−Removed: potential shipping delays, have contributed to increased market volatility and uncertainty, which could have an adverse impact on macroeconomic factors that affect our business.
−Removed: For example, if our shipping carriers are unable to fulfill orders in Russia or Ukraine, as is presently the case, the resultant disruptions to our delivery chain could negatively affect the timely delivery of our other orders, which could adversely affect our business and reputation.
+Added: Economic, political, and market conditions, including geopolitical risks, could result in increased market volatility and uncertainty, which could negatively impact our business, financial condition, and results of operations.
+Added: Our business, financial condition, and results of operations are sensitive to changes in general economic conditions, including interest rates, consumer credit conditions, consumer debt levels, consumer confidence, unemployment rates, economic growth, rates of inflation (or concerns about deflation), supply chain disruptions, impacts of current geopolitical conflicts or instability and the uncertain nature, magnitude, and duration of political instability and military hostilities in multiple geographies, including recent military invasions, the potential effects of sanctions limitations, retaliatory cyber-attacks on the world economy and markets, and potential shipping delays, and other macroeconomic factors.
+Added: For example, if our shipping carriers are unable to fulfill orders in impacted regions, as has been the case, the resultant disruptions to our delivery chain could negatively affect the timely delivery of our other orders, which could adversely affect our business and reputation.
In addition, we rely on our payment processors to understand the destination of our payments to sellers.
−Removed: If our payment processors fail to follow newly imposed sanctions limitations, we may be at risk of being deemed to have violated such sanctions limitations.
−Removed: In addition, if we are overly conservative in our approach to canceling or pausing orders in Russia or Ukraine due to general instability in the area, the value of our brand could be harmed, which could negatively impact our business, financial condition, and results of operations.
+Added: If our payment
+Added: processors fail to follow newly imposed sanctions limitations, we may be at risk of being deemed to have violated such sanctions limitations.
+Added: In addition, if we are overly conservative in our approach to canceling or pausing orders in impacted regions due to general instability in the area, the value of our brand could be harmed, which could negatively impact our business, financial condition, and results of operations.
+Added: We have transitioned to being a flexible work model company, which could have a negative impact on the execution of our business plans and operations and create productivity, connectivity, and oversight challenges.
+Added: As a result of the COVID-19 pandemic, we transitioned to an almost fully remote work environment.
+Added: More recently, we re-opened our offices, and implemented a flexible work model that we anticipate will have us continue to operate on a significantly remote and geographically (including internationally) dispersed basis for the foreseeable future.
+Added: This remote and dispersed work environment could have a negative impact on the execution of our business plans and operations and create productivity, connectivity, and oversight challenges.
+Added: For example, if a natural disaster, power outage, connectivity issue, or other event occurs that impacts our employees’ ability to work remotely, it may be difficult or, in certain cases, impossible, for us to continue our business for a substantial period of time.
+Added: The increase in remote working may also result in consumer privacy, IT security, and fraud vulnerabilities, which, if exploited, could result in significant recovery costs and harm to our reputation.
+Added: Operating in a fully or predominantly remote work environment and providing and maintaining the operational infrastructure necessary to support a remote work environment also present significant challenges to maintaining compliance with state requirements such as employee income tax withholding, remittance and reporting, payroll registration, and workers’ compensation insurance.
+Added: It may also negatively impact our corporate culture, including employee engagement and productivity.
+Added: Public health crises, such as the COVID-19 pandemic, have impacted, and may continue to impact, our business, key metrics, and results of operations in volatile and unpredictable ways.
+Added: Although the COVID-19 pandemic has subsided to a significant extent, its continued and future impact on our business, key metrics, and results of operations depend on future developments that are uncertain and unpredictable.
+Added: For example, a resurgence of the COVID-19 pandemic or the emergence of another widespread public health crisis could adversely impact our business if our employees or our partners’ or third-party service providers’ employees become ill and are unable to perform their duties, and our operations, internet, or mobile networks, or the operations of one or more of our third-party service providers, is impacted.
+Added: In addition, we may experience a decline in the supply of luxury design products available through our online marketplace if our sellers face difficulty sourcing products in the event of any extended lockdowns or similar restrictions or measures implemented in response to a public health crisis.
+Added: Any prolonged economic downturn due to a public health crisis (or otherwise) may negatively impact demand for luxury design products, including as a result of any significant or extended reduction in disposable incomes across our buyer base, and may result in global shipping disruptions.
+Added: More generally, a public health crisis (or otherwise) could adversely affect economies and financial markets and lead to an economic downturn, which could harm our business, financial condition, and results of operations.
+Added: Our NFT platform (utilizing Ether, a cryptocurrency generated using the Ethereum protocol) may expose us to legal, regulatory, and other risks.
+Added: Given the nascent and evolving nature of cryptocurrencies and NFTs, we may be unable to accurately anticipate or adequately address such risks or the potential impact of such risks.
+Added: Although we ceased further investment in our NFT platform in January 2023, the occurrence of any such risks could adversely affect our business and reputation.
+Added: In August 2021, we announced the launch of our NFT platform where creators can make blockchain-encrypted design items, such as artwork, available as NFTs for digital purchase through 1stDibs, utilizing Ethereum, a blockchain technology.
+Added: NFTs are digital assets recorded on a blockchain ledger for verification of authenticity and ownership of a unique digital asset, such as artwork.
+Added: In January 2023, we determined to cease further investment in the NFT platform;
+Added: however, previously-minted NFTs remain available for sale.
+Added: Given the increased scrutiny of digital assets as well as cryptocurrencies for regulatory and anti-money laundering purposes, it is possible that the United States and other jurisdictions will engage in increased scrutiny and regulation of NFTs and our business.
+Added: As NFTs are a relatively new and emerging type of digital asset, the regulatory, commercial, and legal framework governing NFTs (as well as cryptocurrencies) is likely to evolve both in the United States and internationally and implicates issues regarding a range of matters, including, but not limited to, intellectual property rights, privacy and cybersecurity, fraud, anti-money laundering, sanctions, and currency, commodity, and securities law implications.
+Added: Although we ceased further investment in our NFT platform, the occurrence of any such risks could adversely affect our business and reputation.
If our insurance coverage is insufficient or our insurers are unable to meet their obligations, our insurance may not mitigate the risks facing our business.
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Our insurance policies cover areas such as general liability, errors and omissions liability, employment liability, business interruptions, data breach, crime, product liability and directors’ and officers’ liability.
−Removed: For certain types of business risk, we may not be able to, or may choose not to, acquire insurance.
+Added: For certain types of business risk, we may not be able to, or may choose not to, acquire
In addition, we may not obtain enough insurance to adequately mitigate the risks we face, or we may have to pay high premiums and/or deductibles for the coverage we do obtain.
Additionally, if any of our insurers becomes insolvent, it would be unable to pay any claims that we make.
+Added: Our cash, cash equivalents and short-term investments may be exposed to failure of our banking institutions.
+Added: While we seek to minimize our exposure to third-party losses of our cash, cash equivalents and short-term investments, our cash held in non-interest bearing and interest-bearing accounts may exceed any applicable Federal Deposit Insurance Corporation (“FDIC”) insurance limits.
+Added: Should events, including limited liquidity, defaults, non-performance or other adverse developments occur with respect to the banks or other financial institutions that hold our funds, or that affect financial institutions or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, our liquidity may be adversely affected.
+Added: For example, on March 10, 2023, Silicon Valley Bank (“SVB”) was unable to continue their operations and the Federal Deposit Insurance Corporation was appointed as receiver for SVB and created the National Bank of Santa Clara to hold the deposits of SVB after SVB was unable to continue their operations.
+Added: Although we did not have any material funds in SVB or other institutions that have been closed, we cannot guarantee that the banks or other financial institutions that hold our funds will not experience similar issues.
+Added: If further failures in financial institutions occur where we hold deposits, we could experience additional risk.
+Added: Any such loss or limitation on our cash, cash equivalents and short-term investments would adversely affect our business.
Risks Related to Privacy, Cybersecurity, and Infrastructure
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However, advances in computer capabilities, increasingly sophisticated tools and methods used by hackers and cyber terrorists, new discoveries in the field of cryptography, or other developments may result in our failure or inability to adequately protect sensitive information.
−Removed: Our platform is vulnerable to power outages, telecommunications failures, and catastrophic events, as well as computer viruses, worms, malicious code, break-ins, phishing attacks, denial-of-service attacks, and other cyber-attacks.
+Added: In addition, there may be scamming or phishing attempts, such as impersonating our personnel, in an effort to obtain personal information from our sellers and buyers or otherwise make inappropriate use of our online marketplace, which could expose us to liability, reduce seller and buyer satisfaction or confidence with our online marketplace, or damage our reputation.
+Added: Our platform is vulnerable to power outages, telecommunications failures, and catastrophic events, as well as computer viruses, worms, malicious code, break-ins, phishing attacks, denial-of-service attacks, ransomware, and other cyber-attacks.
Any of these incidents could lead to interruptions or shutdowns of our platform, loss of data, or unauthorized disclosure of personally identifiable or other sensitive information.
Cyber-attacks could also result in the theft of our intellectual property.
−Removed: If we gain greater visibility, we may face a higher risk of being targeted by cyber-attacks.
+Added: As we gain greater visibility, we may face a higher risk of being targeted by cyber-attacks.
Advances in computer capabilities, new technological discoveries, or other developments may result in cyber-attacks becoming more sophisticated and more difficult to detect.
Any failure or perceived failure by us to comply with our privacy policies, our privacy or data protection obligations to sellers and buyers or other third parties, or our privacy or data protection legal obligations, or any compromise of security that results in the unauthorized release or transfer of sensitive information, which may include personally identifiable information or other data, may result in governmental enforcement actions, litigation or public statements against us by consumer advocacy groups or others and could cause sellers and buyers to lose trust in us, which could have an adverse effect on our business.
+Added: In addition to costs associated with investigating and fully disclosing a data breach, we could be subject to substantial costs to remedy the data breach, substantial monetary fines, or private claims by affected parties, and our reputation would likely be harmed.
We have experienced cybersecurity incidents in the past and may experience them in the future.
Further, if we or our third-party service providers experience security breaches that result in online marketplace performance or availability problems or the loss or unauthorized disclosure of personal and other sensitive information, people may become unwilling to provide us the information necessary to set up seller and buyer accounts, and we could be subject to third-party lawsuits, regulatory fines, or other action or liability.
−Removed: Existing sellers and buyers may also stop listing new items for sale or decrease their purchases or close their accounts altogether.
+Added: Existing sellers and buyers may also stop listing new items for sale or decrease their purchases or close
+Added: their accounts altogether.
Further, any reputational damage resulting from breach of our security measures could create distrust of our company by sellers and buyers.
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These laws, rules and regulations are constantly evolving, and we expect that there will continue to be new proposed laws, regulations and industry standards concerning privacy, data protection and information security in the United States, the EU and other jurisdictions.
−Removed: For example, California enacted legislation in June 2018, the California Consumer Privacy Act (the “CCPA”) that, among other things, requires covered companies to provide new disclosures to California consumers and afford such consumers new abilities to opt-out of certain sales of personal information.
−Removed: California also adopted the California Privacy Rights Act in November 2020 (the “CPRA”), which would amend provisions of the CCPA, to be effective January 1, 2023.
−Removed: Similarly, the European Commission adopted a General Data Protection Regulation that became fully effective on May 25, 2018, imposing stringent EU data protection requirements.
+Added: For example, California enacted legislation in June 2018, the California Consumer Privacy Act (the “CCPA”), which provides data privacy rights for California consumers and new operational requirements for covered companies.
+Added: The CCPA provides that covered companies must provide new disclosures to California consumers and afford such consumers new data privacy rights, that include the right to request a copy from a covered company of the personal information collected about them, the right to request deletion of such personal information, and the right to request to opt-out of certain sales of such personal information.
+Added: The California Privacy Rights Act (the “CPRA”), effective as of January 1, 2023, significantly modifies the CCPA, including by imposing additional obligations on covered companies and expanding consumers’ rights with respect to certain sensitive personal information and rights to object to sharing information for behavioral advertising purposes, potentially resulting in further uncertainty and requiring us to incur additional costs and expenses in an effort to comply.
+Added: The CPRA also creates a new state agency that will be vested with authority to implement and enforce the CCPA and the CPRA.
+Added: Additionally, the Virginia Consumer Data Protection Act, effective from January 1, 2023, the Colorado Privacy Act and the Connecticut Data Privacy Act, both effective from July 1, 2023, and the Utah Consumer Privacy Act, effective from December 31, 2023, each impose similar requirements on covered businesses.
+Added: New privacy laws have also recently been passed in Indiana (Indiana Consumer Data Protection Act), Iowa (Iowa Consumer Data Protection Act), Montana (Montana Consumer Data Privacy Act), and Tennessee (Tennessee Information Protection Act), which will become effective between 2024 and 2026.
+Added: There are a number of additional proposals for U.S.
+Added: federal and state privacy laws that, if passed, could increase our potential liability, add layers of complexity to compliance in the U.S.
+Added: market, increase our compliance costs, and adversely affect our business.
+Added: In addition, all 50 states have laws, including obligations to provide notification of security breaches of computer databases that contain personal information to affected individuals, state officers, and others.
+Added: Aspects of these U.S.
+Added: state privacy laws and other laws and regulations relating to data protection, privacy, and information security, as well as their enforcement, remain unclear, and we may be required to modify our practices in an effort to comply with them.
+Added: Similarly, the European Commission adopted a General Data Protection Regulation that became fully effective on May 25, 2018, imposing stringent EU data protection requirements on businesses processing personal data of EU and UK data subjects, respectively.
+Added: The GDPR is wide-ranging in scope and imposes numerous additional requirements on companies that process personal data, including requiring that lawful bases exist for all processing of personal data, requiring disclosures to individuals
+Added: regarding data processing activities, requiring that safeguards are implemented to protect the security of personal data, creating mandatory data breach notification requirements in certain circumstances, and requiring that certain measures (including contractual obligations) are taken when engaging third-party processors or transferring data overseas.
+Added: The GDPR also provides individuals with various rights in respect of their personal data, including rights of access, erasure, portability, rectification, restriction, and objection.
+Added: Complying with the GDPR remains an onerous and potentially costly obligation as interpretations of the specific requirements emerge through the courts, enforcement decisions and regulatory guidance.
+Added: In addition, where personal data subject to the GDPR is transferred to non-adequate jurisdictions (e.g., where an EU seller or buyer transfers personal data to us in the U.S.), there is still considerable uncertainty surrounding the future trajectory of the perception of such transfers by EU courts and data protection authorities following the decision on July 16, 2020 by the Court of Justice of the EU in its Case C-311/18 Data Protection Commissioner v Facebook Ireland and Maximillian Schrems and associated enforcement action by certain EU data protection authorities (such as the Irish Data Protection Commission in May 2023).
+Added: The European Commission issued an adequacy decision in respect of the EU-U.S.
+Added: Data Privacy Framework on July 10, 2023, permitting transfers of personal data from the EU to U.S.
+Added: organizations certified under the Framework, without additional transfer mechanisms.
+Added: However, legal challenges to the validity of this adequacy decision have already been lodged in the EU, with further challenges expected.
+Added: Similar data privacy laws, rules, and regulations in other countries may also impact our business.
We cannot yet fully determine the impact these or future laws, rules, and regulations may have on our business or operations.
These laws, rules and regulations may be inconsistent from one jurisdiction to another, subject to differing interpretations and may be interpreted to conflict with our practices.
−Removed: The CCPA and CPRA could mark the beginning of a trend toward more stringent privacy legislation in the United States.
−Removed: For example, Colorado and Virginia adopted individual state privacy laws in 2021 and other states are also considering privacy legislation.
−Removed: The CCPA has prompted a number of additional proposals for federal and state privacy legislation that, if passed, could increase our potential liability, add layers of complexity to compliance in the U.S.
−Removed: market, increase our compliance costs, and adversely affect our business.
Additionally, we may be bound by contractual requirements applicable to our collection, use, processing and disclosure of various types of data, including personal information, and may be bound by, or voluntarily comply with, self-regulatory or other industry standards relating to these matters.
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Any such action would be expensive to defend, may require the expenditure of substantial legal and other costs and substantial time and resources, and likely would damage our reputation and adversely affect our business and results of operations.
+Added: In many jurisdictions, enforcement actions and consequences for non-compliance with protection, privacy, and information security laws and regulations are rising.
+Added: In the U.S., possible consequences for non-compliance include enforcement actions in response to rules and regulations promulgated under the authority of federal agencies and state attorneys general and legislatures and consumer protection agencies.
+Added: In the EU, data protection authorities may impose large penalties for violations of the data protection laws, including potential fines of up to €20 million or 4% of annual global revenue, whichever is greater.
+Added: The authorities have shown a willingness to impose significant fines and issue orders preventing the processing of personal data on non-compliant businesses.
+Added: Data subjects also have a private right of action, as do consumer associations, to lodge complaints with supervisory authorities, seek judicial remedies, and obtain compensation for damages resulting from violations of applicable data protection laws.
+Added: In addition, privacy advocates and industry groups have regularly proposed, and may propose in the future, self-regulatory standards that may legally or contractually apply to us.
+Added: If we fail to follow these standards, even if no seller or buyer information is compromised, we may incur significant fines or experience a significant increase in costs.
Further, in view of new or modified federal, state or foreign laws and regulations, industry standards, contractual obligations and other legal obligations, or any changes in their interpretation, we may find it necessary or desirable to fundamentally change our business activities and practices or to expend significant resources to modify our product and otherwise adapt to these changes.
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As laws and regulations evolve to govern the use of these channels, the failure by us, our employees or third parties acting at our direction to comply with applicable laws and regulations in the use of these channels could adversely affect our reputation or subject us to fines or other penalties.
−Removed: In addition, our employees or third
−Removed: parties acting at our direction may knowingly or inadvertently make use of social media in ways that could lead to the loss or infringement of intellectual property, as well as the public disclosure of proprietary, confidential, or sensitive personal information of our business, employees, consumers, or others.
+Added: In addition, our employees or third parties acting at our direction may knowingly or inadvertently make use of social media in ways that could lead to the loss or infringement of intellectual property, as well as the public disclosure of proprietary, confidential, or sensitive personal information of our business, employees, consumers, or others.
Information concerning us or our sellers and buyers, whether accurate or not, may be posted on social media platforms at any time and may have an adverse impact on our brand, reputation, or business.
+Added: Additionally, we have been, and may in the future be, subject to negative press or public allegations, including on
+Added: social media, regarding the authenticity of our offerings.
+Added: Any material failure or perceived failure in our authentication operating could cause buyers and sellers to lose confidence in our platform and adversely affect our revenue.
The harm may be immediate without affording us an opportunity for redress or correction and could have a material adverse effect on our reputation, business, results of operations, financial condition, and prospects.
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Additionally, as we rely on a fast, secure, and stable Internet, we could be required to adapt to any changes to global standards.
−Removed: We have experienced, and expect that in the future we will experience, interruptions, delays, and outages in service and availability from time to time due to a variety of factors, including infrastructure changes, human or software errors, website hosting disruptions, and capacity constraints which could affect the availability of services on our platform and prevent or inhibit the ability of buyers to access our online marketplace or complete purchases on our online marketplace and app.
+Added: We have experienced, and expect that in the future we will experience, interruptions, delays, and outages in service and availability from time to time due to a variety of factors, including infrastructure changes, human or software errors, website hosting disruptions, and capacity constraints, and lack of network connectivity in one or more regions, which could affect the availability of services on our platform and prevent or inhibit the ability of buyers to access our online marketplace or complete purchases on our online marketplace and app.
Third-party providers host much of our technology infrastructure.
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Similarly, to download our mobile applications, application store providers must allow our applications to be listed.
−Removed: Internet service providers or application store providers could also attempt to charge us for providing access to our online marketplace.
+Added: Internet service providers or
+Added: application store providers could also attempt to charge us for providing access to our online marketplace.
The adoption of any laws or regulations that adversely affect the popularity or growth in use of the Internet or our services, including laws or regulations that undermine open and neutrally administered Internet access, could decrease user demand for our service offerings and increase our cost of doing business.
In January 2018, the Federal Communications Commission (the “FCC”) released an order reclassifying broadband Internet access as an information service, subject to certain provisions of Title I of the Communications Act.
−Removed: Among other things, the order eliminates rules adopted in 2015 that prohibited broadband providers from blocking, impairing, or degrading access to legal content, applications, services, or non-harmful devices, or engaging in the practice of “paid prioritization” of content or services by Internet service providers.
+Added: Among other things, the order eliminates rules adopted in 2015 that prohibited broadband providers from blocking, impairing, or degrading access to legal content, applications, services, or non-harmful devices, or engaging in the practice of “paid prioritization” of content or services by Internet service providers (e.g., the favoring of some lawful internet traffic over other traffic in exchange for higher payments).
+Added: The order was contested and affirmed in federal court, and the parties declined to appeal the decision to the Supreme Court.
A number of states have also enacted or are considering legislation or executive actions that would regulate the conduct of broadband providers.
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Some providers of consumer devices and web browsers have implemented, or have announced plans to implement, ways to block tracking technologies which, if widely adopted, could also result in online tracking methods becoming significantly less effective.
−Removed: Any reduction in our ability to make effective use of such technologies could harm our ability to personalize the experience of buyers, increase our costs and limit our ability to attract new, and retain existing, sellers and buyers on cost-effective terms.
+Added: Any reduction in our ability to make effective use of such technologies could harm our ability to personalize the
+Added: experience of buyers, increase our costs and limit our ability to attract new, and retain existing, sellers and buyers on cost-effective terms.
As a result, our business could be adversely affected.
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Additionally, the luxury design products our sellers sell could be subject to recalls and other remedial actions and product safety, labeling, and licensing concerns may require us to voluntarily remove selected items from our online marketplace.
−Removed: Such recalls or voluntary removal of items can result in, among other things, lost sales, diverted resources, potential harm to our reputation, and increased customer service costs and legal expenses, which could harm on our results of operations.
+Added: Such recalls or voluntary removal of items can result in, among other things, lost sales, diverted resources, potential harm to our reputation, and increased customer service costs and legal expenses, which could harm our results of operations.
Some of the luxury design products sold through our online marketplace on behalf of our sellers may expose us to product liability claims and litigation or regulatory action relating to personal injury, environmental, or property damage.
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economic sanction laws.
−Removed: In relation to
−Removed: certain compliance issues, we have submitted to OFAC an initial notification of voluntary self-disclosure concerning potential violations.
+Added: In relation to certain compliance issues, we have submitted to OFAC an initial notification of voluntary self-disclosure concerning potential violations.
If we fail to comply with these laws and regulations or are found to be in violation of U.S.
−Removed: sanctions or export control laws, including by facilitating unlawful transactions, we and certain of our employees could be subject to civil or criminal penalties, including the possible loss of export privileges and fines.
+Added: sanctions or export control laws, including by facilitating unlawful transactions, we and certain of our employees could be subject to civil or
+Added: criminal penalties, including the possible loss of export privileges and fines.
We may also be adversely affected through penalties, reputational harm, loss of access to certain markets, or otherwise.
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The costs to achieving our ESG goals, and the costs or potential impact from business decisions informed by ESG matters could have a material adverse effect on our business and financial condition.
−Removed: In addition, standards regarding ESG matters could develop and become more onerous both for us which could also result in costs that have a material adverse effect on our business and financial condition.
+Added: In addition, standards regarding ESG matters could develop and become more onerous for us to comply with, which could also result in costs that have a material adverse effect on our business and financial condition.
We may become involved in claims, lawsuits, government investigations, and other proceedings that could adversely affect our business, financial condition, and results of operations.
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Any of the foregoing could adversely affect our business, financial condition, and results of operations.
+Added: Expanding and evolving regulations in the areas of privacy and user data protection could create technological, economic and complex cross-border business impediments to our business and those of our sellers.
+Added: Data protection has become a significant issue in the United States, countries in the European Union, and in many other countries in which we operate.
+Added: In addition to the actual and potential changes in data protection laws described elsewhere in
+Added: these Risk Factors, global developments in privacy and data security regulations have changed and may continue to change some of the ways we, our sellers, vendors, and other third parties collect, use, and share personal information and other proprietary or confidential information, and have created and will continue to create additional compliance obligations for us and our sellers, vendors, and other third parties.
+Added: In the European Union, the E.U.
+Added: General Data Protection Regulation (“GDPR”) contains strict requirements for processing the personal data of individuals residing in E.U.
+Added: member states, the European Economic Area (“EEA”), and certain additional territories.
+Added: The GDPR contains numerous requirements, including robust obligations on data controllers and data processors, greater rights for data subjects, including, for example, the “right to be forgotten,” and increased data portability, access, and redress rights for E.U.
+Added: data subjects, security and accountability obligations (including stringent data breach notification requirements), increased rules for online and email marketing, compliance requirements related to our sellers, vendors, and other third parties, stronger regulatory enforcement regimes, and significantly heavier documentation and record-keeping requirements.
+Added: The GDPR is subject to changing interpretations due to decisions of data protection authorities, courts, and related legislative efforts both E.U.-wide and in particular jurisdictions.
+Added: Due to the GDPR and the implementation following Brexit of the U.K.
+Added: General Data Protection Regulation (“U.K.
+Added: GDPR”) (i.e., a version of the GDPR as implemented into U.K.
+Added: law that combines the GDPR and the U.K.
+Added: Data Protection Act of 2018), we may experience difficulty retaining or obtaining new E.U.
+Added: sellers, or current and new sellers may limit their selling into the European Union, due to the legal requirements, compliance cost, potential risk exposure, and uncertainty for them about their own compliance obligations with respect to the GDPR and U.K.
+Added: Furthermore, while the GDPR and U.K.
+Added: GDPR remain substantially similar for the time being, the U.K.
+Added: GDPR is currently under review in the United Kingdom and there may be further changes made to it over the next few years, including in ways that may differ from the GDPR, which could result in further compliance obligations.
+Added: In addition, although our sellers are independent businesses, it is possible that a privacy authority could deem us jointly and severally liable for actions of our sellers or vendors, which would increase our potential liability exposure and costs of compliance, which could negatively impact our business.
+Added: We could face potential liability, regulatory investigation, and costly litigation, which may not be adequately covered by insurance.
+Added: In the United States, rules and regulations governing data privacy and security include those promulgated under the authority of the Federal Trade Commission Act, the Electronic Communications Privacy Act, the Computer Fraud and Abuse Act, California’s California Consumer Privacy Act of 2018 (“CCPA”) and California Privacy Rights Act of 2020 (“CPRA”), and other state and federal laws relating to privacy, consumer protection, and data security.
+Added: The CCPA and CPRA, and other recent and/or proposed state privacy laws, include requirements regarding the handling of personal information of consumers and households, including compliance and record keeping obligations, the right to request access to and deletion of their personal information, and the right to opt out of the sale and other uses of their personal information.
+Added: Certain states provide a private right of action and statutory damages for data breaches.
+Added: Aspects of certain newly enacted state privacy statutes remain unclear, resulting in further legal uncertainty and potentially requiring us to modify our data practices and policies and to incur substantial additional costs and expenses in an effort to comply.
+Added: If more stringent privacy legislation arises in the United States, E.U., or other jurisdictions where we operate, it could increase our potential liability and adversely affect our business, results of operations, and financial condition.
+Added: GDPR, CPRA, CCPA, and similar laws in other jurisdictions, and future changes to or interpretations of any of these laws, may continue to change the data protection landscape globally, may be potentially inconsistent or incompatible, and could result in potentially significant operational costs for internal compliance and risk to our business.
+Added: Some of these requirements introduce friction into the buying and selling experience on our platforms and may impact the scope and effectiveness of our marketing efforts, which could negatively impact our business and future outlook.
+Added: Complying with these laws and contractual or other obligations relating to privacy, data protection, data transfers, data localization, or information security may require us to make changes to our services to enable us or our customers to meet new legal requirements, incur substantial operational costs, modify our data practices and policies, and restrict our business operations.
+Added: Any actual or perceived failure by us to comply with these laws, regulations, or other obligations may lead to significant fines, penalties, regulatory investigations, lawsuits, significant costs for remediation, damage to our reputation, or other liabilities.
+Added: For example, under the GDPR alone, noncompliance could result in fines of up to 20 million Euros or up to 4% of the annual global revenue of the noncompliant company, whichever is greater.
+Added: We may not be entirely successful in our compliance efforts due to various factors either within our control (such as limited internal resource allocation) or outside our control (such as a lack of vendor cooperation, new regulatory interpretations, or lack of regulatory guidance in respect of certain requirements).
+Added: We also publish privacy policies and other documentation regarding our collection, processing, use, and disclosure of personal data.
+Added: Although we endeavor to comply with our published policies and documentation, we may at times fail to do so or may be perceived to have failed to do so.
+Added: Moreover, despite our efforts, we may not be successful in achieving compliance, such as if our employees or vendors fail to comply with our published policies and documentation.
+Added: We are or may also be subject to the terms of our own and third-party external and internal privacy and security policies, codes, representations, certifications, industry standards, publications and frameworks and contractual obligations to third parties related to privacy,
+Added: information security, including contractual obligations to indemnify and hold harmless third parties from the costs or consequences of non-compliance with data protection laws, or other obligations.
+Added: Our sellers and vendors may have been and may now and in the future be subject to similar privacy requirements, which may significantly increase costs and resources dedicated to their compliance with such requirements.
+Added: We have varying contractual and other legal obligations to notify relevant stakeholders of security breaches related to us or, in some cases, our third-party service providers.
+Added: Many jurisdictions have enacted laws requiring companies to notify individuals, regulatory authorities, and others of security breaches involving certain types of data in some circumstances.
+Added: In addition, our agreements with certain stakeholders may require us to notify them in the event of such a security breach.
+Added: Such mandatory disclosures, even if only related to actions of a third-party vendor, are costly, could lead to negative publicity, may cause members of our communities to lose confidence in the effectiveness of our security measures and require us to expend significant capital and other resources to respond to and/or alleviate problems caused by the actual or perceived security breach, and may cause us to breach customer contracts.
+Added: Our contracts, our representations or industry standards, to varying extents, require us to use industry-standard or reasonable measures to safeguard sensitive personal information or confidential information.
+Added: A cyber incident or security breach could lead to claims by members of our communities, or other relevant stakeholders that we have failed to comply with such legal or contractual obligations.
+Added: As a result, we could be subject to legal action or members of our communities could end their relationships with us.
+Added: There can be no assurance that any indemnifications, limitations of liability or other remedies in our contracts would be enforceable or adequate or would otherwise protect us from liabilities or damages.
+Added: We may not have adequate insurance coverage for security incidents or data breaches, including fines, judgments, settlements, penalties, costs, attorneys’ fees, and other impacts that arise out of incidents or breaches.
+Added: If the impacts of a security incident or data breach, or the successful assertion of one or more large claims against us that exceeds our available insurance coverage, is of a type not subject to insurance, or results in changes to our insurance policies (including premium increases or the imposition of large deductible or co-insurance requirements), it could have an adverse effect on our business.
+Added: In addition, we cannot be sure that our existing insurance coverage, cyber coverage, and coverage for errors and omissions will continue to be available on acceptable terms or that our insurers will not deny coverage as to all or part of any future claim or loss.
+Added: Our risks are likely to increase as we continue to expand, grow our customer base.
Risks Related to Intellectual Property
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In addition, our efforts may be met with defenses and counterclaims challenging the validity and/or enforceability of our intellectual property rights or may result in a court determining that our intellectual property rights are unenforceable.
−Removed: If we are unable to cost-effectively protect our intellectual property rights, then our business could be harmed.
+Added: If we are unable to cost-effectively protect our intellectual property rights, then our business could be
An adverse decision in any of these legal actions could limit our ability to assert our intellectual property or proprietary rights, limit the value of our intellectual property or proprietary rights or otherwise negatively impact our business, financial condition, and results of operations.
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In particular, we must perform system and process evaluations, document our controls and perform testing of our key controls over financial reporting to allow management and our independent public accounting firm to report on the effectiveness of our internal control over financial reporting.
−Removed: Our testing, or the subsequent testing by our independent public accounting firm, may reveal deficiencies in our internal control over financial reporting that are deemed to be material weaknesses.
+Added: Our testing, or the subsequent testing by our independent public accounting firm, may reveal deficiencies in our internal control over financial reporting that
+Added: are deemed to be material weaknesses.
If we are not able to comply with the requirements of Section 404 in a timely manner, or if we or our accounting firm identify deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the market price of our stock would likely decline and we could be subject to lawsuits, sanctions, or investigations by regulatory authorities, which would require additional financial and management resources.
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We cannot predict if investors will find our common stock less attractive if we choose to rely on any of the exemptions afforded to emerging growth companies.
−Removed: If some investors find our common stock less attractive because we rely on any of
−Removed: these exemptions, there may be a less active trading market for our common stock and the market price of our common stock may be more volatile.
+Added: If some investors find our common stock less attractive because we rely on any of these exemptions, there may be a less active trading market for our common stock and the market price of our common stock may be more volatile.
We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) in which the fifth anniversary of the completion of our IPO, (b) in which we have total annual gross revenue of at least $1.235 billion or (c) in which we become a large accelerated filer, which means that we have been public for at least 12 months, have filed at least one annual report and the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last day of our then-most recently completed second fiscal quarter, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.
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We have hired, and intend to hire, additional accounting and finance personnel with system implementation experience and expertise regarding compliance with the Sarbanes-Oxley Act.
−Removed: We may be unable to locate and hire qualified professionals with requisite technical and public company experience when and as needed.
+Added: be unable to locate and hire qualified professionals with requisite technical and public company experience when and as needed.
In addition, new employees will require time and training to learn our business and operating processes and procedures.
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Section 404 compliance may divert internal resources and will take a significant amount of time and effort to complete.
−Removed: We may not be able to successfully complete the procedures and certification and attestation requirements of Section 404 by the time we will
−Removed: be required to do so.
+Added: We may not be able to successfully complete the procedures and certification and attestation requirements of Section 404 by the time we will be required to do so.
Implementing these changes may take a significant amount of time and may require specific compliance training of our personnel.
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While we believe that we collect and remit sales taxes in every state that requires sales taxes to be collected, including states where we do not have a physical presence, the adoption of new laws by, or a successful assertion by the taxing authorities of, one or more state or local governments requiring us to collect taxes where we presently do not do so, or to collect more taxes in a jurisdiction in which we currently do collect some taxes, could result in substantial tax liabilities, including taxes on past sales, as well as penalties and interest.
−Removed: The imposition by state governments and taxing authorities of sales tax collection obligations on out-of-state e-commerce businesses could also create additional administrative burdens for us, put us at a competitive disadvantage if they do not impose similar obligations on our competitors, and decrease our future sales, which could harm our business and results of operations.
+Added: The imposition by state governments and taxing authorities of sales tax collection obligations on out-of-state e-commerce businesses could also create additional administrative burdens for us, put us at a competitive disadvantage if they do
+Added: not impose similar obligations on our competitors, and decrease our future sales, which could harm our business and results of operations.
Our business and our sellers may be subject to sales tax, value-added tax (“VAT”), provincial taxes, goods and services tax, and other taxes.
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In connection with these reforms, certain marketplaces will become the deemed supplier when they facilitate certain cross-border business to consumer transactions of their third-party sellers.
−Removed: As a result, marketplaces will be liable to collect, report, and remit the VAT due from the consumer.
−Removed: The United Kingdom has implemented similar VAT marketplace rules which went into effect in January 2021 and make facilitating marketplaces liable for the VAT collections for their overseas sellers.
−Removed: We are currently assessing the impact of these changes, which could materially affect our business operations.
+Added: As a result, marketplaces may be liable to collect, report, and remit the VAT due from the consumer.
+Added: The United Kingdom has implemented similar VAT marketplace rules, which went into effect in January 2021 and, in certain situations, may make facilitating marketplaces liable for the VAT collections for their overseas sellers.
+Added: We continually monitor changes, such as these, which could materially affect our business operations.
New taxes, both domestically and internationally, could also require us or sellers to incur substantial costs to capture data and collect and remit taxes.
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The current guidance treats the use of cryptocurrency to purchase a NFT as a taxable disposition of the cryptocurrency, which subjects the holder to taxable gain that such holder must report for federal and state tax purposes.
−Removed: Similarly, a seller of a NFT is subject to tax on the sale of the NFT.
+Added: Similarly, a seller of an NFT is subject to tax on the sale of the NFT.
Congress is currently proposing legislation that could require us to report such transactions to the IRS.
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This uncertainty increases the risk of non-compliance with tax laws, which in turn could result in adverse tax consequences, penalties, investigations or audits, litigation, account holder lawsuits, or the need to revise or restate our financial statements and associated consequences therewith, among other things.
−Removed: Any of the foregoing could materially and adversely affect our business, financial condition, results of operations, reputation, and prospects.
+Added: We ceased further investment in our NFT platform in January 2023.
+Added: However, because previously-minted NFTs remain available for sale on our platform, any of the foregoing could adversely affect our business and reputation.
Application of existing tax laws, rules or regulations are subject to interpretation by taxing authorities.
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We are subject to taxation in the United States and in numerous other jurisdictions.
−Removed: We record tax expense based on current tax payments and our estimates of future tax payments, which may include reserves for estimates of probable settlements of tax audits.
+Added: We record tax expense based on current tax payments and our estimates of future tax payments, which may include reserves for estimates of probable settlements of tax
At any time, multiple tax years could be subject to audit by various taxing jurisdictions.
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federal income tax rules, including the reduction of the generally applicable corporate tax rate from 35% to 21%, the limitation of the tax deduction for net interest expense to 30% of adjusted taxable income (except for certain small businesses), the limitation of the deduction for net operating losses from taxable years beginning after December 31, 2017 to 80% of current year taxable income and the elimination of net operating loss carrybacks generated in taxable years ending after December 31, 2017 (though any such net operating losses may be carried forward indefinitely), and the modification or repeal of many business deductions and credits.
−Removed: Additionally, the Coronavirus Aid, Relief, and Economic Security Act, which, among other things, suspends the 80% limitation
−Removed: on the deduction for net operating losses in taxable years beginning before January 1, 2021, permits a five-year carryback of net operating losses arising in taxable years beginning after December 31, 2017 and before January 1, 2021, and generally caps the limitation on the deduction for net interest expense at 50% of adjusted taxable income for taxable years beginning in 2019 and 2020.
+Added: Additionally, the Coronavirus Aid, Relief, and Economic Security Act, which, among other things, suspends the 80% limitation on the deduction for net operating losses in taxable years beginning before January 1, 2021, permits a five-year carryback of net operating losses arising in taxable years beginning after December 31, 2017 and before January 1, 2021, and generally caps the limitation on the deduction for net interest expense at 50% of adjusted taxable income for taxable years beginning in 2019 and 2020.
It cannot be predicted whether, when, in what form, or with what effective dates, tax laws, regulations and rulings may be enacted, promulgated or issued, which could result in an increase in our or our stockholders’ tax liability or require changes in the manner in which we operate in order to minimize or mitigate any adverse effects of changes in tax law.
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The applicable rules generally operate by focusing on changes in ownership among stockholders considered by the rules as owning, directly or indirectly, 5% or more of the stock of a company, as well as changes in ownership arising from new issuances of stock by the company.
−Removed: We completed formal studies through August 18, 2021 to determine if any ownership changes within the meaning of Sections 382 and 383 of the Code have occurred.
+Added: We completed formal studies through December 31, 2022 to determine if any ownership changes within the meaning of Sections 382 and 383 of the Code have occurred.
As a result of the studies, we determined that although we experienced an ownership change on July 28, 2015, the limitation from the ownership change will not result in any of the NOLs or tax credits expiring unutilized.
No additional ownership changes have occurred through the date of the most recent study.
−Removed: In addition, we have started a formal study to update the August 18, 2021 study, which has not been completed as of the date of filing this Annual Report on Form 10-K.
It is possible that we may experience an ownership change as a result of this study.
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An active market in our common stock may not develop or, if it does develop, it may not be sustainable or liquid enough for investors to sell their shares.
−Removed: The market prices of the securities of other newly public companies have historically been highly volatile and markets in general have been highly volatile in light of the COVID-19 pandemic.
+Added: The market prices of the securities of other newly public companies have historically been highly volatile and markets in general have been highly volatile in light of the impacts from global adverse economic, political, or market conditions, including changes resulting from increases in inflation or interest rates, consumer credit conditions, consumer debt levels, consumer confidence, supply chain disruptions, and geopolitical instability.
Our stock price may be volatile and may decline, resulting in a loss of some or all of your investment.
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The trading price and volume of our common stock could fluctuate significantly in response to numerous factors, many of which are beyond our control, including:
−Removed: • variations in our results of operations and other financial and operational metrics, including the key financial and operating metrics, as well as how those results and metrics compare to analyst and investor expectations;
+Added: • variations in our results of operations and other financial and operational metrics, including the key financial and operating metrics, as well as how those results and metrics disclosed in this Annual Report on Form 10-K compare to analyst and investor expectations;
• speculation about our results of operations;
1 unchanged sentence
• failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates or ratings by any securities analysts who follow us, or our failure to meet these estimates or the expectations of investors;
+Added: • events or factors resulting from war or other outbreak of hostilities, geopolitical tensions, acts of terrorism, global health crises, such as the COVID-19 pandemic, responses to these events, or the perception that any such factors or events may occur;
• announcements of new services or offerings, strategic alliances, or significant agreements or other developments by us or our competitors;
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• global economic conditions or economic conditions in the jurisdictions in which we operate, and market conditions in our industry and those affecting our sellers and buyers;
−Removed: • trading activity by our principal stockholders and other market participants;
−Removed: • price and volume fluctuations in the overall stock market;
+Added: • trading activity by our principal stockholders and other market participants, in whom ownership of our common stock may be concentrated;
+Added: • market perception of, or reaction to, our share repurchase program;
+Added: • price and volume fluctuations, and general volatility, in the overall stock market;
• the performance of the equity markets in general and in our industry;
1 unchanged sentence
• actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape generally;
−Removed: • new laws or regulations or new interpretations of existing laws, or regulations applicable to our business;
+Added: • new laws or regulations, new interpretations of existing laws, or regulations applicable to our business;
• litigation or other claims against us;
• the number of shares of our common stock that are available for public trading;
−Removed: • other events or factors, including those resulting from global health crises such as the COVID-19 pandemic, war, incidents of terrorism, or responses to these events;
−Removed: • any other factors discussed in this Annual Report on Form 10-K or in the prospectus relating to our initial public offering.
−Removed: In addition, if the market for technology stocks or the stock market in general experiences a loss of investor confidence, the price of our common stock could decline for reasons unrelated to our business, results of operations, or financial condition.
+Added: • any other factors discussed in this Annual Report on Form 10-K.
+Added: In addition, if the market for technology stocks or the stock market in general experiences a loss of investor confidence, the price of our common stock, whether due to any of the foregoing factors or otherwise, could decline for reasons unrelated to our
+Added: business, results of operations, or financial condition.
The price of our common stock might also decline in reaction to events that affect other companies, even if those events do not directly affect us.
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Sales of securities by any of these stockholders or the perception that such sales could occur could adversely affect the trading price of our common stock.
+Added: We cannot guarantee that our share repurchase program will be fully consummated or that it will enhance long-term stockholder value.
+Added: Share repurchases could also increase the volatility of the trading price of our stock and will diminish our cash reserves.
+Added: Although our board of directors has authorized a share repurchase program that does not have an expiration date, the program does not obligate us to repurchase any specific dollar amount or to acquire any specific number of shares of our common stock.
+Added: We cannot guarantee that the program will be fully consummated or that it will enhance long-term stockholder value.
+Added: The program could affect the trading price of our stock and increase volatility, and any announcement of a termination of this program may result in a decrease in the trading price of our stock.
+Added: In addition, this program will diminish our cash reserves.
Future sales and issuances of our common stock or rights to purchase common stock could result in additional dilution to our stockholders and could cause the price of our common stock to decline.
1 unchanged sentence
We also expect to issue common stock to our employees, directors, and other service providers pursuant to our equity incentive plans.
−Removed: Additionally, as
−Removed: part of our business strategy, we may acquire or make investments in complementary companies, products or technologies and issue equity securities to pay for any such acquisition or investment.
+Added: Additionally, as part of our business strategy, we may acquire or make investments in complementary companies, products or technologies and issue equity securities to pay for any such acquisition or investment.
Any such issuances could be dilutive to investors and could cause the price of our common stock to decline.
6 unchanged sentences
With or without our guidance, analysts, and other investors may publish expectations regarding our business, financial condition, and results of operations.
−Removed: We do not accept any responsibility for any projections or reports published by any such third parties.
+Added: We do not accept any responsibility for any projections or reports published by
+Added: any such third parties.
Guidance is necessarily speculative in nature, and it can be expected that some or all of the assumptions of the guidance furnished by us will not materialize or will vary significantly from actual results.
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• specify that special meetings of our stockholders can be called only by our board of directors, the Chairperson of our board of directors (“Chairperson”), or our Chief Executive Officer;
−Removed: • establish an advance notice procedure for stockholder proposals to be brought before an annual meeting, including proposed nominations of persons for election to our board of directors;
+Added: • establish an advance notice procedure for stockholder proposals to be brought before an annual meeting, including proposed nominations of persons for election to our board of directors, which requires, without limitation, compliance with Rule 14a-19 under the Exchange Act, as applicable;
• establish that our board of directors is divided into three classes, with each class serving three-year staggered terms;
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The Court of Chancery of the State of Delaware and the federal district courts of the United States may also reach different judgments or results than would other courts, including courts where a stockholder considering an action may be located or would otherwise choose to bring the action, and such judgments may be more or less favorable to us than our stockholders.
−Removed: Unresolved Staff Comments
−Removed: Our corporate headquarters are located in New York, New York, where we currently lease approximately 42,000 square feet under a lease agreement that expires on December 31, 2029.
−Removed: We believe that our facilities are suitable to meet our current needs and that, if we require additional space, we will be able to obtain additional facilities.
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.