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The COVID-19 pandemic has created significant worldwide uncertainty, volatility and economic disruption.
−Removed: The ultimate impact of the COVID-19 pandemic on our business, results of operations, financial condition and cash flows is dependent on future developments, including the duration of the pandemic, the severity of the disease and outbreak, the impact of new strains of the virus, effectiveness and availability of a vaccine, future and ongoing actions that may be taken by governmental authorities, the impact on the businesses of our customers and partners, and the length of its impact on the global economy, which are uncertain and are difficult to predict at this time.
+Added: The ultimate impact of the COVID-19 pandemic on our business, results of operations, financial condition and cash flows is dependent on future developments, including the duration of the pandemic, the severity of the disease and outbreak, the impact of new strains of the virus, effectiveness and availability of a vaccine, future and ongoing actions that may be taken by governmental authorities, the lockdown orders in China that began in April 2022, the impact on the businesses of our
+Added: customers and partners, and the length of its impact on the global economy, which are uncertain and are difficult to predict at this time.
The potential effects of the COVID-19 pandemic, each of which could adversely affect our business, results of operations, financial condition and cash flows, include:
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Further, the impact of the COVID-19 pandemic could delay prospective customers’ purchasing decisions and cause them to become less inclined to trade-up from existing solutions, impact customers’ pricing expectations for our offerings, lengthen payment terms, reduce the value or duration of their subscription contracts, or adversely impact renewal rates;
−Removed: ● we could experience disruptions in our operations as a result of continued office closures, risks associated with our employees working remotely, a significant portion of our workforce suffering illness and travel restrictions.
+Added: ● we could experience disruptions in our operations as a result of office closures, risks associated with our employees returning to work remotely, a significant portion of our workforce suffering illness and travel restrictions.
Starting in early 2020, we temporarily closed our offices, instituted a global remote work mandate and instituted significant travel restrictions.
−Removed: While we have begun to re-open some of our offices, the vast majority of our employees continue to work remotely and for our offices that have begun to re-open, we have implemented significant new safety protocols, which may limit the effectiveness and productivity of our employees;
+Added: While we have begun to re-open our offices, the vast majority of our employees are on a hybrid work model.
+Added: We have implemented significant new safety protocols, which may limit the effectiveness and productivity of our employees;
● we may be unable to collect amounts due on billed and unbilled revenue if our customers or partners delay payment or fail to pay us under the terms of our agreements as a result of the impact of the COVID-19 pandemic on their businesses, including their seeking bankruptcy protection or other similar relief.
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However, the effects could have a material impact on our results of operations, and we will continue to monitor the situation closely.
−Removed: To the extent the COVID-19 pandemic adversely affects our business, results of operations, financial condition and cash flows, it may also heighten many of the other risks described in this “Risk Factor” section.
+Added: To the extent the COVID-19 pandemic adversely affects our business, results of operations, financial condition and cash flows, it may also heighten many of the other risks described in this “Risk Factors” section.
Our revenue and operating results have fluctuated in the past and are likely to fluctuate in the future, and because we recognize revenue from subscriptions over a period of time, downturns in revenue may not be immediately reflected in our operating results.
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These risks in turn could cause our operating results and financial condition to suffer.
−Removed: We derived 27% and 32% of our revenue from international sales during three months ended December 31, 2021 and 2020, respectively.
−Removed: We derived 28% and 30% of our revenue from international sales during the six months ended December 31, 2021 and 2020, respectively.
+Added: We derived 27% and 31% of our revenue from international sales during three months ended March 31, 2022 and 2021, respectively.
+Added: We derived 28% and 30% of our revenue from international sales during the nine months ended March 31, 2022 and 2021, respectively.
In addition to those discussed elsewhere in this section, our international sales operations are subject to a number of specific risks, such as:
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● various trade restrictions and tax consequences;
−Removed: ● hostilities in various parts of the world;
+Added: ● hostilities in various parts of the world, including the war in Ukraine;
● the fragmentation of longstanding regulatory frameworks caused by Brexit;
● reduced intellectual property protections in some countries.
−Removed: As of December 31, 2021 approximately 44% of our workforce was employed in India.
+Added: As of March 31, 2022 approximately 45% of our workforce was employed in India.
Of our employees in India, 45% are allocated to research and development.
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Our success largely depends on the efficient and uninterrupted operation of our computer and communications hardware and network systems.
−Removed: We currently serve our customers from third-party data center facilities operated by third parties in the United Stataes and other international locations.
+Added: We currently serve our customers from third-party data center facilities operated by third parties in the United States and other international locations.
Any damage to, or failure of, our systems generally could interrupt service or impair the use or functionality of our cloud operations .
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As a result, Brexit could have an adverse effect on our future business, financial results, and operations.
−Removed: The UK formally left the EU on January 31, 2020, although it was subject to a transition period through December 31, 2020.
+Added: The UK formally left the EU on January 31, 2020, although it was subject to a transition period through March 31, 2021.
While the transition period has now ended, and a deal was reached between the EU and the UK (avoiding a so called "hard Brexit"), the long-term nature of the UK’s relationship with the EU is still relatively unclear.
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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.
−Removed: 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.
+Added: Our directors and executive officers, together with their affiliates and members of their immediate families, beneficially owned, in the aggregate, approximately 32% of our outstanding capital stock as of March 31, 2022, of which our Chief Executive Officer, Ashutosh Roy, beneficially owned approximately 28% as of such date.
As a result of these concentrated holdings, Mr.
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Description of Exhibits
−Removed: 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).
−Removed: 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.
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Interactive Data Files Pursuant to Rule 405 of Regulation S-T:
−Removed: (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.
+Added: (i) Condensed Consolidated Balance Sheets as of March 31, 2022 and June 30, 2021, (ii) Condensed Consolidated Statements of Operations for the three and nine months ended March 31, 2022 and 2021, (iii) Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended March 31, 2022 and 2021, (iv) Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended March 31, 2022 and 2021, (v) Condensed Consolidated Statements of Cash Flows for the nine months ended March 31, 2022 and 2021 and (vi) Notes to Condensed Consolidated Financial Statements.
Inline XBRL Instance Document
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
−Removed: Indicates management contract or compensatory plan or arrangement.
In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No.
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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.
−Removed: 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.