What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2022-02-07 compared with 2021-11-12 · 21 added, 17 removed, 461 unchanged (8% of the section changed)

118 unchanged sentences

If we experience difficulties with implementation or do not meet project milestones in a timely manner, we could be obligated to devote more customer support, engineering and other resources to a particular project.

Some customers may also require

us to develop customized features or capabilities.

Some customers may also require us to develop customized features or capabilities.

If new or existing customers cancel or have difficulty deploying our products or require significant amounts of our professional services, support, or customized features, revenue recognition could be cancelled or further delayed and our costs could increase, causing increased variability in our operating results.

5 unchanged sentences

These risks in turn could cause our operating results and financial condition to suffer.

We derived 29% and 28% our revenue from international sales during the three months ended ended September 30, 2021 and 2020, respectively.

We derived 27% and 32% of our revenue from international sales during three months ended December 31, 2021 and 2020, respectively.

We derived 28% and 30% of our revenue from international sales during the six months ended December 31, 2021 and 2020, respectively.

In addition to those discussed elsewhere in this section, our international sales operations are subject to a number of specific risks, such as:

9 unchanged sentences

● reduced intellectual property protections in some countries.

As of September 30, 2021 approximately 40% of our workforce was employed in India.

As of December 31, 2021 approximately 44% of our workforce was employed in India.

Of our employees in India, 47% are allocated to research and development.

Although the movement of certain operations internationally was principally motivated by cost cutting, the continued management of these remote operations requires significant management attention and financial resources that could adversely affect our operating performance.

In addition, with the significant increase in the numbers of foreign businesses that have established operations in India, the competition to attract and retain employees there has increased significantly.

In addition, with the significant increase in the numbers of foreign businesses that have established operations in India, the competition to attract and retain employees

there has increased significantly.

As a result of the increased competition for skilled workers, we experienced increased compensation costs and expect these costs to increase in the future.

30 unchanged sentences

Our solutions are based on complex software that may contain errors, or “bugs,” that could be costly to correct, harm our reputation and impair our ability to sell our solutions to new customers.

Moreover, customers relying on our solutions may be more sensitive to such errors, and potential security vulnerabilities and business interruptions for these applications.

Moreover, customers relying on our solutions may

be more sensitive to such errors, and potential security vulnerabilities and business interruptions for these applications.

If we incur substantial costs to correct any errors of this nature, our operating margins could be adversely affected.

27 unchanged sentences

Changes in customer and Internet user requirements and preferences, frequent new product and service introductions embodying new technologies and the emergence of new industry standards and practices such as but not limited to security standards could render our services and our proprietary technology and systems obsolete.

The rapid evolution of these products and services will require that

we continually improve the performance, features and reliability of our services.

The rapid evolution of these products and services will require that we continually improve the performance, features and reliability of our services.

Our success will depend, in part, on our ability to:

70 unchanged sentences

Our technology platforms enable representatives of our customers as well as individual service providers to communicate with consumers and other persons seeking information or advice on the Internet.

The law relating to the liability of online platform providers such as us for the activities of users of their online platforms is often challenged in the U.S.

The law relating to the liability of online

platform providers such as us for the activities of users of their online platforms is often challenged in the U.S.

and internationally.

8 unchanged sentences

Certain questions regarding the safe harbor under the DMCA and the CDA have yet to be litigated, and we cannot guarantee that we will meet the safe harbor requirements of the DMCA or of the CDA.

not covered by a safe harbor, for any reason, we could be exposed to claims, which could be costly and time-consuming to defend.

If we are not covered by a safe harbor, for any reason, we could be exposed to claims, which could be costly and time-consuming to defend.

If our cybersecurity systems or the systems of our vendors, partners and suppliers are breached and unauthorized access is obtained to a customer’s data or our data or IT systems, our service may be perceived as not being secure, customers may curtail or stop using our service and we may incur significant legal and financial exposure and liabilities.

37 unchanged sentences

While the UK GDPR is currently aligned with the EU GDPR, Brexit has created the opportunity for the UK to develop its own data protection regime which may diverge from the European standard (as is the case with the standard contractual clauses, discussed above).

It is possible that these new legal developments may evolve in a manner that is adverse to us, unforeseen, or otherwise inconsistent with our practices or that we may not adequately adapt our internal policies and/or procedures to evolving regulations, any of which could result in litigation, regulatory investigations and potential legal liability (including potential liability exposure through higher potential penalties for non-compliance), require us to make changes to our services to enable us and/or our customers to meet the new legal requirements, in case we have to change locations of data centers to meet privacy laws, increased requirements for customers to buy add-ons to meet additional requirements imposed by new laws, require us to change our practices in a manner adverse to our business or limit access to our products and services in certain countries.

we have to change locations of data centers to meet privacy laws, increased requirements for customers to buy add-ons to meet additional requirements imposed by new laws, require us to change our practices in a manner adverse to our business or limit access to our products and services in certain countries.

Compliance with existing, proposed and recently enacted laws and regulations can be costly, particularly if we are subject to differing or conflicting requirements in the different countries in which we operate;

79 unchanged sentences

Any claims and lawsuits, and the disposition of such claims and lawsuits, could be time-consuming and expensive to resolve, divert management attention from executing our business plan, lead to attempts on the part of other parties to pursue similar claims and, in the case of intellectual property claims, require us to change our technology, change our business practices or pay monetary damages, or enter into short- or long-term royalty or licensing agreements.

Any adverse determination related to intellectual property claims or other litigation could prevent us from offering our service to customers, could be material to our financial condition or cash flows, or both, or could otherwise adversely affect our operating results.

affect our operating results.

In addition, depending on the nature and timing of any such dispute, a resolution of a legal matter could materially affect our future results of operation or cash flows or both.

33 unchanged sentences

Our insiders who are significant stockholders have the ability to exercise significant control over matters requiring stockholder approval, including the election of our board of directors, and may have interests that conflict with those of other stockholders.

Our directors and executive officers, together with their affiliates and members of their immediate families, beneficially owned, in the aggregate, approximately 31% of our outstanding capital stock as of September 30, 2021, of which our Chief Executive Officer, Ashutosh Roy, beneficially owned approximately 27% as of such date.

Our directors and executive officers, together with their affiliates and members of their immediate families, beneficially owned, in the aggregate, approximately 31% of our outstanding capital stock as of December 31, 2021, of which our Chief Executive Officer, Ashutosh Roy, beneficially owned approximately 27% as of such date.

As a result of these concentrated holdings, Mr.

1 unchanged sentence

Description of Exhibits

eGain Corporation Amended and Restated 2005 Stock Incentive Plan, as amended through August 25, 2021.

eGain Corporation Amended and Restated 2005 Management Stock Option Plan, as amended through August 25, 2021.

Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3(i) to the Registrant’s Current Report on Form 8-K filed on December 10, 2021).

eGain Corporation Amended and Restated 2005 Stock Incentive Plan (as amended through October 11, 2021) (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 10, 2021).

Rule 13a-15(e)/15d-15(e) Certification of Chief Executive Officer.

5 unchanged sentences

Interactive Data Files Pursuant to Rule 405 of Regulation S-T:

(i) Condensed Consolidated Balance Sheets as of September 30, 2021 and June 30, 2021, (ii) Condensed Consolidated Statements of Operations for the three months ended September 30, 2021 and 2020, (iii) Condensed Consolidated Statements of Comprehensive Income for the three months ended September 30, 2021 and 2020, (iv) Condensed Consolidated Statements of Stockholders’ Equity for the three months ended September 30, 2021 and 2020, (v) Condensed Consolidated Statements of Cash Flows for the three months ended September 30, 2021 and 2020 and (vi) Notes to Condensed Consolidated Financial Statements.

(i) Condensed Consolidated Balance Sheets as of December 31, 2021 and June 30, 2021, (ii) Condensed Consolidated Statements of Operations for the three and six months ended December 31, 2021 and 2020, (iii) Condensed Consolidated Statements of Comprehensive Income for the three and six months ended December 31, 2021 and 2020, (iv) Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended December 31, 2021 and 2020, (v) Condensed Consolidated Statements of Cash Flows for the six months ended December 31, 2021 and 2020 and (vi) Notes to Condensed Consolidated Financial Statements.

Inline XBRL Instance Document

9 unchanged sentences

Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

November 12, 2021

February 7, 2022

eGain Corporation

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1A. Risk Factors