EGAIN Corp 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA eGain Corporation Consolidated Financial Statements As of June 30, 2022 and 2021 and for the years ended June 30, 2022 and 2021 ​ ​ Index to Consolidated Financial Statements ​ ​ ​ ​ Page Number ​ Report of BPM LLP, Independent Registered Public Accounting Firm (PCAOB ID 207 ) ​ 49 ​ Consolidated Financial Statements: ​ ​ ​ Consolidated Balance Sheets as of June 30, 2022 and 2021 ​ 51 ​ Consolidated Statements of Operations for the years ended June 30, 2022 and 2021 ​ 52 ​ Consolidated Statements of Comprehensive (Loss) Income for the years ended June 30, 2022 and 2021 ​ 53 ​ Consolidated Statements of Stockholders’ Equity for the years ended June 30, 2022 and 2021 ​ 54 ​ Consolidated Statements of Cash Flows for the years ended June 30, 2022 and 2021 ​ 55 ​ Notes to Consolidated Financial Statements ​ 56 ​ ​ ​ 48 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders eGain Corporation Sunnyvale, California Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of eGain Corporation and subsidiaries (the “Company”) as of June 30, 2022 and 2021, and the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the two years in the period ended June 30, 2022 and the related notes and financial statement schedule listed in the index to this Annual Report on Form 10-K at Part IV Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of June 30, 2022 and 2021, and the consolidated results of its operations and its cash flows for each of the two years in the period ended June 30, 2022, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Revenue Recognition ​ As described in Note 1 to the consolidated financial statements, the Company recognizes revenue upon transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those services. The Company enters into contracts with its customers that may include promises to transfer cloud delivery arrangements, term software licenses, support and professional services. Significant judgment may be required by the Company in determining revenue recognition for these customer agreements, including the determination of 49 Table of Contents whether products and services are considered distinct performance obligations that should be accounted for separately or combined as one unit of accounting and the determination of standalone selling prices (“SSP”) for each distinct performance, particularly for services that are not sold separately. ​ The principal audit considerations for our determination that performing procedures related to the Company’s revenue recognition for customer agreements is a critical audit matter are the significant amount of judgment required by management in this process. Significant judgment is required in determining SSP, including the determination of whether services are considered distinct performance obligations that should be accounted for separately or combined as one unit of accounting and the determination of SSP for each distinct performance obligation, particularly for services that are not sold separately. ​ Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of internal controls relating to the revenue recognition process, including internal controls related to the identification of distinct performance obligations and data used to establish SSP for products and services. These procedures also included reviewing executed contracts for a sample of revenue transactions to assess management’s evaluation of significant terms, including the determination of distinct performance obligations, and testing the amounts recognized as revenue or recorded as deferred revenue. In addition, we tested management’s determination of SSP by performing audit procedures that included, among others, assessing the appropriateness of the methodology applied, testing the mathematical accuracy of the underlying data and calculations, and testing selections to corroborate the data underlying the Company’s calculations. /s/ BPM LLP We have served as the Company’s auditor since 2008. San Jose, California September 13, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 50 Table of Contents EGAIN CORPORATION CONSOLIDATED BALANCE SHEETS (in thousands, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ 2022 2021 ASSETS ​ ​ ​ ​ ​ Current assets: ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 72,173 ​ $ 63,231 Restricted cash ​ 7 ​ 7 Accounts receivable, less allowance for doubtful accounts of $ 123 and $ 434 as of June 30, 2022 and 2021, respectively ​ 26,961 ​ 26,311 Costs capitalized to obtain revenue contracts, net ​ 1,487 ​ 1,323 Prepaid expenses ​ ​ 2,612 ​ ​ 3,028 Other current assets ​ 895 ​ 778 Total current assets ​ 104,135 ​ 94,678 Property and equipment, net ​ 831 ​ 705 Operating lease right-of-use assets ​ ​ 3,850 ​ ​ 2,191 Costs capitalized to obtain revenue contracts, net of current portion ​ 3,136 ​ 2,612 Goodwill ​ 13,186 ​ 13,186 Other assets, net ​ 871 ​ 1,191 Total assets ​ $ 126,009 ​ $ 114,563 LIABILITIES AND STOCKHOLDERS’ EQUITY ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ Accounts payable ​ $ 1,706 ​ $ 3,068 Accrued compensation ​ 8,708 ​ 8,444 Accrued liabilities ​ 4,926 ​ 4,352 Operating lease liabilities ​ ​ 1,044 ​ ​ 1,466 Deferred revenue ​ 45,638 ​ 46,211 Total current liabilities ​ 62,022 ​ 63,541 Deferred revenue, net of current portion ​ 3,785 ​ 3,332 Operating lease liabilities, net of current portion ​ ​ 2,537 ​ ​ 797 Other long-term liabilities ​ 808 ​ 832 Total liabilities ​ 69,152 ​ 68,502 Commitments and contingencies (Note 8) ​ ​ ​ ​ Stockholders’ equity: ​ ​ ​ ​ Common stock, $ 0.001 par value – authorized: 60,000 and 50,000 shares; outstanding: 31,930 and 31,231 shares as of June 30, 2022 and 2021, respectively ​ 32 ​ 31 Additional paid-in capital ​ 393,157 ​ 378,451 Notes receivable from stockholders ​ ( 95 ) ​ ( 92 ) Accumulated other comprehensive loss ​ ( 2,687 ) ​ ( 1,220 ) Accumulated deficit ​ ( 333,550 ) ​ ( 331,109 ) Total stockholders’ equity ​ 56,857 ​ 46,061 Total liabilities and stockholders’ equity ​ $ 126,009 ​ $ 114,563 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ ​ 51 Table of Contents EGAIN CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share information) ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended June 30, ​ 2022 2021 Revenue: ​ ​ ​ ​ ​ ​ Subscription ​ $ 84,557 ​ $ 72,371 Professional services ​ 7,394 ​ 5,916 Total revenue ​ 91,951 ​ 78,287 Cost of revenue: ​ ​ ​ ​ ​ ​ Cost of subscription ​ 14,780 ​ 13,507 Cost of professional services ​ 9,757 ​ 5,760 Total cost of revenue ​ 24,537 ​ 19,267 Gross profit ​ 67,414 ​ 59,020 Operating expenses: ​ ​ ​ ​ Research and development ​ 24,387 ​ 17,933 Sales and marketing ​ 33,746 ​ 25,999 General and administrative ​ 11,419 ​ 7,749 Total operating expenses ​ 69,552 ​ 51,681 (Loss) Income from operations ​ ( 2,138 ) ​ 7,339 Interest income ​ 94 ​ 13 Other income (expense), net ​ 838 ​ ( 559 ) (Loss) Income before income tax provision ​ ( 1,206 ) ​ 6,793 Income tax (provision) benefit ​ ( 1,235 ) ​ 166 Net (loss) income ​ $ ( 2,441 ) ​ $ 6,959 Per share information: ​ ​ ​ ​ (Loss) Earnings per share: ​ ​ ​ ​ ​ ​ Basic ​ $ ( 0.08 ) ​ $ 0.22 Diluted ​ $ ( 0.08 ) ​ $ 0.21 Weighted-average shares used in computation: ​ ​ ​ ​ ​ ​ Basic ​ ​ 31,553 ​ ​ 31,007 Diluted ​ ​ 31,553 ​ ​ 32,597 Summary of stock-based compensation included in the costs and expenses above: ​ ​ ​ ​ ​ ​ Cost of revenue ​ $ 3,056 ​ $ 326 Research and development ​ ​ 2,935 ​ ​ 509 Sales and marketing ​ ​ 2,367 ​ ​ 657 General and administrative ​ ​ 3,022 ​ ​ 208 Total stock-based compensation ​ $ 11,380 ​ $ 1,700 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 52 Table of Contents EGAIN CORPORATION C ONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended June 30, ​ 2022 2021 Net (loss) income ​ $ ( 2,441 ) ​ $ 6,959 Other comprehensive (loss) income, net of taxes: ​ ​ ​ ​ Foreign currency translation adjustments ​ ( 1,467 ) ​ 411 Total comprehensive (loss) income ​ $ ( 3,908 ) ​ $ 7,370 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 53 Table of Contents EGAIN CORPORATION C ONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Notes Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ Receivable ​ Other ​ ​ ​ Total ​ ​ Common Stock ​ Paid-in ​ From ​ Comprehensive ​ Accumulated ​ Stockholders’ ​ ​ Shares ​ Amount ​ Capital ​ Stockholders ​ Loss ​ Deficit ​ Equity BALANCES AS OF JUNE 30, 2020 ​ 30,821 ​ ​ 31 ​ ​ 374,399 ​ ​ ( 90 ) ​ ​ ( 1,631 ) ​ ​ ( 338,068 ) ​ ​ 34,641 Interest on stockholders’ notes ​ — ​ — ​ — ​ ( 2 ) ​ — ​ — ​ ( 2 ) Issuance of common stock upon exercise of stock options ​ 279 ​ — ​ 1,221 ​ — ​ — ​ — ​ 1,221 Issuance of common stock in connection with employee stock purchase plan ​ 131 ​ ​ — ​ ​ 1,131 ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,131 Stock-based compensation ​ — ​ — ​ 1,700 ​ — ​ — ​ — ​ 1,700 Foreign currency translation adjustments ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 411 ​ ​ — ​ ​ 411 Net income ​ — ​ — ​ — ​ — ​ — ​ 6,959 ​ 6,959 BALANCES AS OF JUNE 30, 2021 31,231 ​ ​ 31 ​ ​ 378,451 ​ ​ ( 92 ) ​ ​ ( 1,220 ) ​ ​ ( 331,109 ) ​ ​ 46,061 Interest on stockholders’ notes ​ — ​ — ​ — ​ ( 3 ) ​ — ​ — ​ ( 3 ) Issuance of common stock upon exercise of stock options ​ 553 ​ 1 ​ 2,139 ​ — ​ — ​ — ​ 2,140 Issuance of common stock in connection with employee stock purchase plan ​ 146 ​ ​ — ​ ​ 1,187 ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,187 Stock-based compensation ​ — ​ — ​ 11,380 ​ — ​ — ​ — ​ 11,380 Foreign currency translation adjustments ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 1,467 ) ​ ​ — ​ ​ ( 1,467 ) Net loss ​ — ​ — ​ — ​ — ​ — ​ ( 2,441 ) ​ ( 2,441 ) BALANCES AS OF JUNE 30, 2022 31,930 ​ $ 32 ​ $ 393,157 ​ $ ( 95 ) ​ $ ( 2,687 ) ​ $ ( 333,550 ) ​ $ 56,857 ​ ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 54 Table of Contents EGAIN CORPORATION CON SOLIDATED STATEMENTS OF CASH FLOWS (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended June 30, ​ 2022 2021 Cash flows from operating activities: ​ ​ ​ ​ ​ Net (loss) income ​ $ ( 2,441 ) ​ $ 6,959 Adjustments to reconcile net (loss) income to net cash provided by operating activities: ​ ​ ​ ​ Amortization of intangible assets ​ ​ — ​ ​ 26 Amortization of costs capitalized to obtain revenue contracts ​ 1,482 ​ 1,212 Amortization of right-of-use assets ​ ​ 1,046 ​ ​ 1,635 Depreciation and amortization ​ 478 ​ 428 Provision for doubtful accounts ​ 68 ​ 400 Deferred income taxes ​ ​ 292 ​ ​ ( 341 ) Stock-based compensation ​ 11,380 ​ 1,700 Gain on disposal of property and equipment ​ ​ — ​ ​ ( 1 ) Changes in operating assets and liabilities: ​ ​ ​ ​ Accounts receivable ​ ( 2,247 ) ​ ( 2,767 ) Costs capitalized to obtain revenue contracts ​ ( 2,399 ) ​ ( 1,536 ) Prepaid expenses ​ 357 ​ ( 483 ) Other current assets ​ ​ ( 149 ) ​ ​ ( 151 ) Other non-current assets ​ ( 20 ) ​ 79 Accounts payable ​ ( 1,339 ) ​ 626 Accrued compensation ​ 559 ​ 282 Accrued liabilities ​ 825 ​ 738 Deferred revenue ​ 1,599 ​ 6,682 Operating lease liabilities ​ ​ ( 1,412 ) ​ ​ ( 1,726 ) Other long-term liabilities ​ 42 ​ 100 Net cash provided by operating activities ​ 8,121 ​ 13,862 Cash flows from investing activities: ​ ​ ​ ​ Purchases of property and equipment ​ ( 628 ) ​ ( 402 ) Net cash used in investing activities ​ ( 628 ) ​ ( 402 ) Cash flows from financing activities: ​ ​ ​ ​ Proceeds from exercise of stock options ​ ​ 2,140 ​ ​ 1,221 Proceeds from employee stock purchase plan ​ ​ 1,187 ​ ​ 1,131 Net cash provided by financing activities ​ 3,327 ​ 2,352 Effect of exchange rate differences on cash and cash equivalents ​ ( 1,878 ) ​ 811 Net increase in cash, cash equivalents and restricted cash ​ 8,942 ​ 16,623 Cash, cash equivalents and restricted cash at beginning of year ​ 63,238 ​ 46,615 Cash, cash equivalents and restricted cash at end of year ​ $ 72,180 ​ $ 63,238 ​ ​ ​ ​ ​ Supplemental cash flow disclosures: ​ ​ ​ ​ Cash paid for taxes ​ $ 400 ​ $ 221 ROU assets and lease liabilities recognized from lease modification ​ $ 2,820 ​ $ 779 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 55 Table of Contents EGAIN CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES Organization and Nature of Business eGain Corporation (“eGain”, the “Company”, “our”, “we” or “us”) automates customer engagement with an innovative Software as a service (SaaS) platform, powered by deep digital, Artificial intelligence (AI), and knowledge capabilities. We sell mostly to large enterprises across financial services, telecommunications, retail, government, healthcare, and utilities. That is, organizations seeking to better serve customers at scale while coping with content silos, process complexity, and regulatory compliance. With our mantra of AX + BX + CX = DX™ , we guide clients to effortless digital experience (DX) by holistically optimizing agent experience (AX), business experience (BX) and customer experience (CX). Leading brands use eGain’s cloud software to improve customer satisfaction, empower agents, reduce service cost, and boost sales. We are headquartered in the United States. We also operate in United Kingdom and India. ​ Principles of Consolidation The consolidated financial statements include the accounts of eGain and our wholly-owned subsidiaries, eGain Communications Ltd., Exony Limited (Exony), eGain Communications Pvt. Ltd., eGain Communications (SA), eGain France S.A.R.L, Netherlands (eGain Communications B.V.) and eGain Deutschland GmbH. All significant intercompany balances and transactions have been eliminated. ​ Business Combinations Business combinations are accounted for at fair value under the purchase method of accounting. Acquisition costs are expensed as incurred and recorded in general and administrative expenses and changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date affect income tax expense. The accounting for business combinations requires estimates and judgment as to expectations for future cash flows of the acquired business, and the allocation of those cash flows to identifiable intangible assets, in determining the estimated fair value for assets acquired and liabilities assumed. The fair values assigned to tangible and intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. If the actual results differ from the estimates and judgments used in these estimates, the amounts recorded in the consolidated financial statements could result in a possible impairment of the intangible assets and goodwill, or require acceleration of the amortization expense of finite-lived intangible assets. Use of Estimates ​ The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The estimates are based upon information available as of the date of the consolidated financial statements. Actual results could differ from those estimates. We evaluate our significant estimates, including those related to revenue recognition, provision for doubtful accounts, valuation of stock-based compensation, valuation of long-lived assets, valuation of deferred tax assets, and litigation, among others. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We refer to accounting estimates of this type as “critical accounting estimates.” 56 Table of Contents Foreign Currency The functional currency of each of our international subsidiaries is the local currency of the country in which it operates. Assets and liabilities of our foreign subsidiaries are translated at month-end exchange rates, and revenue and expenses are translated at the average monthly exchange rates. The resulting cumulative translation adjustments are recorded as a component of accumulated other comprehensive income. Foreign currency transaction gains and losses are included in “other income (expense), net” in the consolidated statements of operations, and resulted in a loss of $ 824,000 and a gain of $ 570,000 , in fiscal years ended June 30, 2022 and 2021, respectively. Cash and Cash Equivalents, Restricted Cash and Investments We consider all highly liquid investments with an original purchase to maturity date of three months or less to be cash equivalents. Time deposits held for investments that are not debt securities are included in short-term investments in the consolidated balance sheets. Investments in time deposits with original maturities of more than three months but remaining maturities of less than one year are considered short-term investments. Investments held with the intent to reinvest or hold for longer than a year, or with remaining maturities of one year or more, are considered long-term investments. As of June 30, 2022 and 2021, we did not have any short-term or long-term investments. Cash earmarked for a specific purpose and therefore not available for immediate and general use by the Company is considered restricted cash. Expected usage of restricted cash within one year is classified as a current asset; expected usage more than a year is considered a non-current asset. As of June 30, 2022 and 2021, our restricted cash was nominal and expected to be used within one year. Fair Value of Financial Instruments Our financial instruments consist of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued liabilities. We do not have any derivative financial instruments. We believe the reported carrying amounts of these financial instruments approximate fair value, based upon their short-term nature and comparable market information available at the respective balance sheet dates. Concentration of Credit Risk Financial instruments that subject us to concentrations of credit risk consist principally of cash and cash equivalents and trade accounts receivable. Cash and cash equivalents are deposited with high credit quality institutions. We are exposed to credit risk in the event of default by these institutions to the extent of the amount recorded on the balance sheet. We invest excess cash primarily in money market funds, which are highly liquid securities that bear minimal risk. In addition, we have investment policies and procedures that are reviewed periodically to minimize credit risk. Our cash, cash equivalents and restricted cash were $ 72.2 million as of June 30, 2022 and exceeded the FDIC (Federal Deposit Insurance Corporation) limits. Our customer base extends across many different industries and geographic regions. Revenue is allocated to individual countries and geographic region by customer, based on where the product is shipped to and location of services performed. Cisco Systems, Inc. remained consistent and accounted for 21 % of total revenue for the years ended June 30, 2022 and 2021. BT PLC accounted for 11 % and 13 % of total revenue for the years ended June 30, 2022 and 2021, respectively. We perform ongoing credit evaluations of our customers with outstanding receivables and generally do not require collateral. In addition, we established an allowance for doubtful accounts based upon factors surrounding the credit risk of customers, historical trends and other information. Three partners and customers accounted for 26 %, 20 %, and 13 % of accounts receivable as of June 30, 2022. A set of different partners and customers accounted for 30 %, 17 %, and 16 % of accounts receivable as of June 30, 2021. Accounts Receivable and Allowance for Doubtful Accounts We extend unsecured credit to our customers on a regular basis. Our accounts receivable are derived from revenue earned from customers and are not interest bearing. We also maintain an allowance for doubtful accounts to reserve for potential 57 Table of Contents uncollectible trade receivables. We review our trade receivables by aging category to identify specific customers with known disputes or collectability issues. We exercise judgment when determining the adequacy of these reserves as we evaluate historical bad debt trends, general economic conditions in the U.S. and internationally, and changes in customer financial conditions. If we made different judgments or utilized different estimates, material differences may result in additional reserves for trade receivables, which would be reflected by charges in general and administrative expenses for any period presented. We write off a receivable after all collection efforts have been exhausted and the amount is deemed uncollectible. Recovered written off receivables are recorded as they occur. In certain revenue contracts, contractual billings do not coincide with revenue recognized on the contract. Unbilled accounts receivables are recorded when revenue recognized on the contract exceeds billings, pursuant to contract provisions, and become billable upon certain criteria being met. Unbilled accounts receivables, for which the Company has the unconditional right to consideration, totaled $ 770,000 and $ 719,000 as of June 30, 2022 and 2021, respectively, and are included in the accounts receivable balance. Property and Equipment, Net Property and equipment, net, is stated at cost, net of accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful life of the respective assets, which typically is between three or five years . Leasehold improvements and leased equipment are depreciated on a straight-line basis over the shorter of the lease term or useful life of the asset, which is typically three to five years . Goodwill and Other Intangible Assets, Net We review goodwill annually for impairment or sooner whenever events or changes in circumstances indicate that it may be impaired. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit. In addition, we evaluate purchased intangible assets to determine that all such assets have determinable lives. We operate under a single reporting unit and accordingly, all of our goodwill is associated with the entire company. We had no indicators of impairment for fiscal years ended June 30, 2022 and 2021. Impairment of Long-Lived Assets We review long-lived assets for impairment, including property and equipment, whenever events or changes in business circumstances indicate that the carrying amounts of the assets may not be fully recoverable. An impairment loss is recognized when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount. During fiscal years 2022 and 2021, we did no t have any such impairment losses. Deferred Revenue ​ Deferred revenue primarily consists of payments received in advance of revenue recognition from cloud, term and ratable licenses, and maintenance and support services and is recognized as the revenue recognition criteria are met. We generally invoice customers in annual or quarterly installments. The deferred revenue balance does not represent the total contract value of annual or multi-year, non-cancelable cloud or maintenance and support agreements. Deferred revenue is influenced by several factors, including seasonality, the compounding effects of renewals, invoice duration, invoice timing and new business linearity within the quarter. Deferred revenue that will be recognized during the succeeding twelve-month period is recorded as current deferred revenue and the remaining portion is recorded as noncurrent. Cost Capitalized to Obtain Revenue Contracts, Net Under Topic 606, we capitalize incremental costs of obtaining non-cancelable subscription and support revenue contracts. The capitalized amounts consist primarily of sales commissions paid to our direct sales force. Capitalized amounts also include (i) amounts paid to employees other than the direct sales force who earn incentive payouts under annual 58 Table of Contents compensation plans that are tied to the value of contracts acquired and (ii) the associated payroll taxes and fringe benefit costs associated with the payments to our employees, including stock-based compensation. ​ Costs capitalized related to new revenue contracts are generally deferred and amortized on a straight-line basis over a period of benefit that we estimate to be five years . We determine the period of benefit by taking into consideration the historical and expected durations of our customer contracts, the expected useful lives of our technologies, and other factors. Commissions for renewal contracts relating to our cloud-based arrangements are expensed when incurred, as we do not consider renewal contracts to be commensurate with initial customer contracts. Historically, any commission associated with renewals have been immaterial. Amortization of costs to obtain revenue contracts is included as a component of sales and marketing expenses in our consolidated statements of operations. ​ The Company does not adjust transaction price for the effects of a significant financing component when the period between the transfers of the promised good or service to the customer and payment for that good or service by the customer is expected to be one year or less. The Company assessed each of its revenue contracts in order to determine whether a significant financing component exists, and determined its contracts did not include a significant financing component for the years ended June 30, 2022 and 2021. ​ During the fiscal years ended June 30, 2022 and 2021, we capitalized $ 2.4 million and $ 1.5 million of costs to obtain revenue contracts, respectively, and amortized $ 1.5 million and $ 1.2 million to sales and marketing expense, respectively. Capitalized costs to obtain revenue contracts, net were $ 4.6 million and $ 3.9 million as of June 30, 2022 and 2021, respectively. ​ Leases Lease agreements are evaluated to determine whether an arrangement is or contains a lease in accordance with ASC 842, Leases . ​ Operating leases are included in operating lease right-of-use (ROU) assets, current operating lease liabilities, and noncurrent operating lease liabilities in the consolidated financial statements. ROU assets represent the Company’s right to use leased assets over the agreed upon term. Lease liabilities represent the Company’s contractual obligation to make lease payments over the lease term. ​ For operating leases, ROU assets and lease liabilities are recognized at the commencement date of the lease. The lease liability is measured as the present value of the lease payments over the lease term, using the rate implicit in the lease if readily determinable. If the rate implicit in the lease cannot be readily determined, the Company uses its incremental borrowing rate at lease commencement. The operating lease right-of-use assets are calculated as the present value of the remaining lease payments plus unamortized initial direct costs and any prepayments, less unamortized lease incentives received. ​ Operating leases typically include non-lease components such as common-area maintenance costs. We have elected to include non-lease components with lease payments for the purpose of calculating lease right-of-use assets and liabilities, to the extent that they are fixed. Non-lease component payments that are not fixed are expensed as incurred as variable lease payments. ​ Lease terms may include renewal or extension options to the extent they are reasonably certain to be exercised. The assessment of whether renewal or extension options are reasonably certain to be exercised is made at lease commencement. Factors considered in determining whether an option is reasonably certain of exercise include, but are not limited to, the value of any leasehold improvements, the value of renewal rates compared to market rates, and the presence of factors that would cause a significant economic penalty to the Company if the option were not exercised. Lease expense is recognized on a straight-line basis over the lease term. The Company has elected not to recognize right-of-use assets and obligations for leases with an initial term of twelve months or less, and has applied a capitalization threshold to recognize a lease on 59 Table of Contents the balance sheet. The expense associated with short-term leases and leases that do not meet the Company’s capitalization threshold are recorded to lease expense in the period it is incurred. ​ Software Development Costs We account for software development costs in accordance with ASC 985, Software , for costs of the software to be sold, leased or marketed, whereby costs for the development of new software products and substantial enhancements to existing software products are included in research and development expense as incurred until technological feasibility has been established, at which time any additional costs are capitalized. Technological feasibility is established upon completion of a working model. To date, software development costs incurred in the period between achieving technological feasibility and general availability of software have not been material and have been charged to operations as incurred. Advertising Costs We expense advertising costs as incurred. Total advertising expenses for the fiscal years ended June 30, 2022 and 2021 were $ 554,000 and $ 190,000 , respectively. Stock-Based Compensation We account for stock-based compensation in accordance with ASC 718, Compensation—Stock Compensation . Determining the fair value of the stock-based awards at the grant date requires significant judgment and the use of estimates, particularly surrounding Black-Scholes valuation assumptions such as stock price volatility and expected option term. Stock-based compensation expense for employee and non-employee awards is recognized as expense over the requisite service period, which is generally in line with the vesting period. Income Taxes Income taxes are accounted for using the asset and liability method in accordance with ASC 740, Income Taxes. Under this method, deferred tax liabilities and assets are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. For the legacy eGain business in the United States, based upon the weight of available evidence, which includes our historical operating performance, our future investment plans, and the uncertainty in the current market environment due to COVID-19, we have provided a full valuation allowance against our net deferred tax assets. For the legacy eGain business in the United Kingdom, based on the positive evidence, the Company has determined it would be able to utilize the deferred tax assets and does not have a valuation allowance against the deferred tax assets. The remaining eGain foreign operations as well as Exony’s business have historically been profitable and we believe it is more likely than not that those assets will be realized. Our tax provision primarily relates to foreign activities as well as state income taxes. Our income tax rate differs from the statutory tax rates primarily due to the expiration of net operating loss carry-forwards which had previously been valued against as well our change in valuation allowance. We account for uncertain tax positions according to the provisions of ASC 740. ASC 740 contains a two-step approach for recognizing and measuring uncertain tax positions. Tax positions are evaluated for recognition by determining if the weight of available evidence indicates that it is probable that the position will be sustained on audit, including resolution of related appeals or litigation. Tax benefits are then measured as the largest amount which is more than 50% likely of being realized upon ultimate settlement. We consider many factors when evaluating and estimating tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes. As of June 30, 2022, utilization of the NOL or tax credit carryforwards to offset future taxable income and taxes, respectively, are subject to an annual limitation under the Internal Revenue Code of 1986 and similar state provisions, which is determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term, tax-exempt rate, and then could be subject to additional adjustments such as built in gain or built in loss, as required. Any limitation may result in expiration of all or a portion of its NOL and or tax credit carryforwards before utilization. The Company has not identified a change in ownership as of June 30, 2022 that would significantly limit the net operating loss carryovers. ​ 60 Table of Contents Comprehensive (Loss) Income We report comprehensive income and its components in accordance with ASC 220, Comprehensive Income . Under the accounting standards, comprehensive (loss) income includes all changes in equity during a period except those resulting from investments by or distributions to owners. Total comprehensive income for each of the two years in the year ended June 30, 2022 is shown in the accompanying consolidated statements of comprehensive (loss) income. Accumulated other comprehensive loss presented in the accompanying consolidated balance sheets as of June 30, 2022 and 2021 consists of accumulated foreign currency translation adjustments. (Loss) Earnings Per Common Share Basic net (loss) income per common share is computed using the weighted-average number of shares of common stock outstanding. In periods where net income is reported, the weighted average number of shares is increased by stock options in-the-money to calculate diluted net income per common share. The following table represents the calculation of basic and diluted net (loss) income per common share (in thousands, except per share data): ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended June 30, ​ 2022 2021 Net (loss) income applicable to common stockholders ​ $ ( 2,441 ) ​ $ 6,959 Basic net (loss) income per common share ​ $ ( 0.08 ) ​ $ 0.22 Weighted average common shares used in computing basic net (loss) income per common share ​ 31,553 ​ 31,007 Effect of dilutive common equivalents outstanding ​ — ​ 1,590 Weighted average common shares used in computing diluted net (loss) income per common share ​ 31,553 ​ 32,597 Diluted net (loss) income per common share ​ $ ( 0.08 ) ​ $ 0.21 ​ Weighted average options to purchase 2,935,174 and 293,949 shares of common stock as of June 30, 2022 and 2021, respectively, were not included in the computation of diluted net income per common share due to their anti-dilutive effect. Such securities could have a dilutive effect in future periods. Segment Information ​ We operate in one segment, the development, license, implementation, and support of our customer service infrastructure software solutions. Operating segments are identified as components of an enterprise for which discrete financial information is available and regularly reviewed by our chief operating decision-maker in order to make decisions about resources to be allocated to the segment and assess its performance. Our chief operating decision-makers under ASC 280, Segment Reporting , are our executive management team. Our chief operating decision-makers review financial information presented on a consolidated basis for purposes of making operating decisions and assessing financial performance. ​ ​ ​ ​ ​ ​ 61 Table of Contents Information relating to our geographic areas for the fiscal years ended June 30, 2022 and 2021 is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Loss) ​ ​ ​ ​ Total ​ Income ​ Long-Lived ​ ​ Revenue ​ from Operations ​ Assets Year ended June 30, 2022: ​ ​ ​ ​ ​ ​ ​ ​ North America ​ $ 66,793 ​ $ ( 4,128 ) ​ $ 488 Europe, Middle East, & Africa ​ 25,158 ​ 8,997 ​ 119 Asia Pacific ​ — ​ ( 7,007 ) ​ 224 ​ ​ $ 91,951 ​ $ ( 2,138 ) ​ $ 831 Year ended June 30, 2021: ​ ​ ​ ​ ​ ​ North America ​ $ 54,380 ​ $ 4,936 ​ $ 350 Europe, Middle East, & Africa ​ 23,907 ​ 8,496 ​ 85 Asia Pacific ​ — ​ ( 6,093 ) ​ 270 ​ ​ $ 78,287 ​ $ 7,339 ​ $ 705 ​ For the purposes of entity-wide geographic area disclosures, we define long-lived assets as hard assets that cannot be easily removed, such as property and equipment. ​ Recent Accounting Pronouncements ​ Pronouncements Not Yet Adopted ​ In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13), which requires measurement and recognition of expected credit losses for financial assets held at the reporting date based on internal information, external information, or a combination of both relating to past events, current conditions, and reasonable and supportable forecasts. ASU No. 2016-13 replaces the existing incurred loss impairment model with a forward-looking expected credit loss model, which will result in earlier recognition of credit losses. Subsequent to the issuance of ASU No. 2016-13, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instrument, ASU No. 2019-05, Financial Instruments - Credit Losses (Topic 326) Targeted Transition Relief, ASU No. 2016-13, ASU No. 2019-10 Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842), and ASU No. 2019-11 Codification Improvements to Topic 326, Financial Instruments-Credit Losses. The subsequent ASUs do not change the core principle of the guidance in ASU No. 2016-13. Instead, these amendments are intended to clarify and improve operability of certain topics included within ASU No. 2016-13. ​ Additionally, ASU No. 2019-10 defers the effective date for the adoption of the new standard on credit losses for public filers that are considered small reporting companies (SRC) as defined by the SEC to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, which will be fiscal year 2024 for the Company if it continues to be classified as a SRC. In February 2020, the FASB issued ASU 2020-02, which provides guidance regarding methodologies, documentation, and internal controls related to expected credit losses. The subsequent amendments will have the same effective date and transition requirements as ASU No. 2016-13. Early adoption is permitted. Topic 326 requires a modified retrospective approach by recording a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. While the Company is currently evaluating the impact of Topic 326, the Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements or the related disclosure. ​ ​ Pronouncements Recently Adopted ​ In August 2018, the Financial Accounting Standards Board (FASB) issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40). This update requires a customer in a cloud computing service arrangement to follow the internal-use software guidance to determine which implementation costs to recognize and defer 62 Table of Contents as an asset. We adopted this guidance as of our first quarter of fiscal year 2021 with no impact on our consolidated financial statements. ​ In December 2019, FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This update simplifies the accounting for income taxes. This update is effective for fiscal years beginning after December 15, 2020 (our fiscal year 2022). During the current year, the Company has adopted this provision with no material impact to the consolidated financial statements. ​ ​ Revenue Recognition ​ Revenue Recognition Policy ​ Our revenue is comprised of two categories including subscription and professional services. Subscription includes SaaS revenue and legacy revenue. SaaS includes revenue from cloud delivery arrangements, term licenses and embedded OEM royalties and associated support. Legacy revenue is associated with license, maintenance, and support contracts on perpetual license arrangements that we no longer sell. Professional services includes consulting, implementation and training. ​ Significant Judgment Applied in the Determination of Revenue Recognition ​ We enter into contractual arrangements with customers that may include promises to transfer multiple services, such as subscription, support and professional services. With respect to our business, a performance obligation is a promise to transfer a service to a customer that is distinct. Significant judgment is required to determine whether services are distinct performance obligations that should be accounted for separately or combined as one unit of accounting. Additionally, significant judgment is required to determine the timing of revenue recognition. ​ We allocate the transaction price to each performance obligation based on relative standalone selling price basis (SSP). The SSP is the price at which we would sell a promised service separately to one of our customers. Judgment is required to determine the SSP for each distinct performance obligation. ​ We determine the SSP by considering our pricing objectives in relation to market demand. Consideration is placed based on our history of discounting prices, size and volume of transactions involved, customer demographics and geographic locations, price lists, contract prices and our market strategy. ​ Determination of Revenue Recognition ​ Under Topic 606, we recognize revenue upon the transfer of control of promised services to our customers in the amount that is commensurate with the consideration that we expect to receive in exchange for those services. If consideration includes a variable amount in the arrangement, such as service level credits or contingent fees, then we include an estimate of the amount that we expect to receive for the total transaction price. The amount of revenue that we recognize is based on (i) identifying the contract with a customer; (ii) identifying the performance obligations in the contract; (iii) determining the transaction price; (iv) allocating the transaction price to the performance obligations in the contract on a relative SSP basis; and (v) recognizing revenue when, or as, we satisfy each performance obligation in the contract typically through delivery or when control is transferred to the customer. ​ Subscription Revenue ​ The following customer arrangements are recognized ratably over the contract term as the performance obligations are delivered: ● Cloud delivery arrangements; ● Maintenance and support arrangements; and 63 Table of Contents ● Term license subscriptions which incorporate on-premise software licenses and substantial cloud functionality that are not distinct in the context of our arrangements as such are considered highly interrelated and represent a single combined performance obligation. For contracts involving distinct software licenses, the license performance obligation is satisfied at a point in time when control is transferred to the customer. ​ We typically invoice our customers in advance upon execution of the contract or subsequent renewals with payment terms between 30 and 45 days . Invoiced amounts are recorded in accounts receivable, deferred revenue or revenue, depending if control transferred to our customers based on each arrangement. ​ The Company has a royalty revenue agreement with a customer related to the Company’s embedded intellectual property. Under the terms of the agreement, the customer is to provide a combined fixed fee, per agent, for each software license sold containing the embedded software to the Company. These embedded OEM royalties are included as subscription revenue. Under Topic 606 revenue guidance, since these arrangements are for sales-based licenses of intellectual property, for which the guidance in paragraph ASC 606-10-55-65 applies, the Company recognizes revenue only as the subsequent sale occurs. However, the Company notes that such sales are reported by the customer with a quarter in arrears, such revenue is recognized at the time it is reported and paid by the customer given that any estimated variable consideration would have to be fully constrained due to the unpredictability of such estimate and the unavoidable risk that it may lead to significant revenue reversals. ​ Professional Services Revenue ​ Professional services revenue includes system implementation, consulting, training, and managed services. The transaction price is allocated to various performance obligations based on their stand-alone selling prices. Revenue allocated to each performance obligation is recognized at the earlier of satisfaction of discrete performance obligations, or as work is performed on a time and material basis. Our consulting and implementation service contracts are bid either on a time-and-materials basis or on a fixed-fee basis. Fixed fees are generally paid upon milestone billing or customer acceptance at pre-determined points in the contract. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether transfer of control to customers has occurred. ​ Training revenue that meets the criteria to be accounted for separately is recognized when training is provided. Contracts with Multiple Performance Obligations ​ The Company enters into contracts that can include various combinations of subscriptions, professional services and maintenance and support, which are generally distinct and accounted for as separate performance obligations. For contracts with multiple performance obligations, the Company allocates the transaction price of the contract to each performance obligation on a relative basis using the respective standalone selling prices for each performance obligation. ​ ​ ​ ​ ​ ​ 64 Table of Contents 2. BALANCE SHEET COMPONENTS Property and equipment, net consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of June 30, ​ 2022 2021 ​ ​ (in thousands) Computers and equipment ​ $ 4,174 ​ $ 3,750 Furniture and fixtures ​ 933 ​ 1,029 Leasehold improvements ​ 600 ​ 589 Total ​ 5,707 ​ 5,368 Accumulated depreciation and amortization ​ ( 4,876 ) ​ ( 4,663 ) Property and equipment, net ​ $ 831 ​ $ 705 ​ Depreciation and amortization expense was $ 478,000 and $ 428,000 for the fiscal years ended June 30, 2022 and 2021, respectively. Disposed fixed assets, which were substantially fully-depreciated, were $ 71,000 and none for the years ended June 30, 2022, and, 2021, respectively. ​ Accrued compensation consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of June 30, ​ 2022 2021 ​ ​ (in thousands) Accrued bonuses ​ $ 3,716 ​ $ 3,601 Accrued vacation ​ 2,956 ​ 2,636 Payroll and other employee related costs ​ 1,477 ​ 1,559 Accrued commissions ​ 559 ​ 648 Accrued compensation ​ $ 8,708 ​ $ 8,444 ​ Accrued liabilities consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of June 30, ​ 2022 2021 ​ ​ (in thousands) Customer advances ​ $ 329 ​ $ 349 Sales tax payable ​ ​ 936 ​ ​ 796 VAT liability ​ 1,191 ​ 2,190 Accrued other liabilities ​ 2,470 ​ 1,017 Accrued liabilities ​ $ 4,926 ​ $ 4,352 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 65 Table of Contents 3. REVENUE RECOGNITION ​ Disaggregation of Revenue ​ The following table presents our subscription and professional services revenue during the fiscal years ended June 30, 2022 and 2021, respectively: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended June 30, ​ ​ 2022 ​ 2021 ​ ​ (in thousands) Revenue: ​ ​ ​ ​ ​ ​ SaaS revenue ​ $ 80,904 ​ $ 66,929 Legacy revenue ​ ​ 3,653 ​ ​ 5,442 Total subscription ​ ​ 84,557 ​ ​ 72,371 Professional services ​ ​ 7,394 ​ ​ 5,916 Total revenue ​ $ 91,951 ​ $ 78,287 ​ ​ The following table presents our revenue recognized over-time and at a point-in-time during the fiscal years ended June 30, 2022 and 2021, respectively: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended June 30, ​ ​ 2022 ​ 2021 ​ ​ (in thousands) Revenue: ​ ​ ​ ​ ​ ​ Over-time ​ $ 81,937 ​ $ 68,649 Point-in-time ​ ​ 10,014 ​ ​ 9,638 Total revenue ​ $ 91,951 ​ $ 78,287 ​ ​ The following table presents our revenue by geography. Revenue by geography is generally determined on the region of our contracting entity rather than the region of our customer. The relative proportion of our total revenues between each geographic region as presented in the table below was materially consistent across each of our operating segments’ revenues for the periods presented. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended June 30, ​ ​ 2022 ​ 2021 ​ ​ (in thousands) Revenue: ​ ​ ​ ​ ​ ​ North America ​ $ 66,793 ​ $ 54,380 Europe, Middle East, & Africa ​ ​ 25,158 ​ ​ 23,907 Total revenue ​ $ 91,951 ​ $ 78,287 ​ Contract Balances ​ Contract assets, if any, consist of unbilled receivables for completed performance obligations which have not been invoiced, and for which we do not have an unconditional right to consideration. Contract liabilities consist of deferred revenue for which we have an obligation to transfer services to customers and have received consideration in advance or the amount is due from customers. Once the obligations are fulfilled, then deferred revenue is recognized to revenue in the respective period. There were no contract assets for the years ended June 30, 2022 and 2021. 66 Table of Contents ​ The following table presents the changes in contract liabilities (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance as of June 30, 2022 ($) Balance as of July 1, 2021 ($) Contract liabilities: ​ ​ ​ ​ ​ ​ Deferred revenue ​ ​ 45,638 ​ ​ 46,211 Deferred revenue, net of current portion ​ 3,785 ​ ​ 3,332 ​ $ 41.4 million of deferred revenue as of June 30, 2021 was recognized as revenue during the fiscal year ended June 30, 2022. $ 36.5 million of deferred revenue as of June 30, 2020 was recognized as revenue during the fiscal year ended June 30, 2021. Total deferred revenue includes additions of $ 91.4 million and deductions of $ 91.5 million for the fiscal year ended June 30, 2022. Deductions consist of revenue recognize from beginning of period and impact of foreign currency translation. ​ ​ Remaining Performance Obligations ​ Remaining performance obligations represent contracted revenues that had not yet been recognized, and include deferred revenues, invoices that have been issued to customers but were uncollected and have not been recognized as revenues, and amounts that will be invoiced and recognized as revenues in future periods. The transaction price allocated to the remaining performance obligation is influenced by a variety of factors, including seasonality, timing of renewals, average contract terms and foreign currency rates. As of June 30, 2022, our remaining performance obligations were $ 100.5 million of which we expect to recognize $ 63.2 million and $ 37.3 million as revenue within one year and beyond one year, respectively. ​ ​ 4. INCOME TAXES (Loss) income before income tax (provision) benefit consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended June 30, ​ 2022 2021 United States $ ( 4,214 ) ​ $ 5,024 Foreign ​ 3,008 ​ 1,769 (Loss) Income before income tax (provision) benefit ​ $ ( 1,206 ) ​ $ 6,793 ​ 67 Table of Contents The fiscal 2021 (provision) benefit for income tax reconciliations have been recast to dollar values versus a percentage of income before taxes for comparability to the fiscal 2022 presentation. The reconciliation of income tax (expense) benefit at the statutory federal income tax rate and the Company’s effective tax rate is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended June 30, ​ ​ 2022 ​ 2021 ​ ​ ​ ​ ​ ​ ​ Federal statutory income tax rate $ 253 ​ $ ( 1,427 ) Current state taxes, net of federal benefit ​ 134 ​ ( 145 ) Foreign rate differential ​ 98 ​ 126 Research and development credits ​ 433 ​ ​ 574 Foreign withholding tax ​ ( 63 ) ​ ( 31 ) Stock-based compensation ​ ​ ( 102 ) ​ ​ 51 Deferred return to provision ​ ​ ( 213 ) ​ ​ 125 Other items ​ ( 12 ) ​ ( 18 ) Net change in valuation allowance ​ ​ 3,079 ​ ​ 13,209 Foreign income ​ ​ — ​ ​ ( 194 ) Expiration of tax attributes ​ ( 4,842 ) ​ ( 12,104 ) Income tax (provision) benefit $ ( 1,235 ) ​ $ 166 ​ ​ The components of the income tax (provision) benefit are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended June 30, ​ 2022 2021 Current (provision) benefit: ​ ​ ​ ​ ​ Federal ​ $ — ​ $ — State ​ ( 350 ) ​ ( 107 ) Foreign ​ ​ ( 586 ) ​ ​ ( 31 ) Total current: ​ ( 936 ) ​ ( 138 ) Deferred: ​ ​ ​ ​ Federal ​ ​ — ​ ​ — Foreign ​ ( 299 ) ​ 304 Total deferred: ​ ( 299 ) ​ 304 Income tax (provision) benefit ​ $ ( 1,235 ) ​ $ 166 ​ ​ ​ As of June 30, 2022, we had federal and state net operating loss carryforwards of approximately $ 67.1 million and $ 13.7 million, respectively. The net operating loss carryforwards will expire at various dates beginning in fiscal year ending June 30, 2023, if not utilized. We also had federal research and development credit carryforwards of approximately $ 3.6 million as of June 30, 2022, which will expire at various dates beginning in fiscal year ending June 30, 2023, if not utilized. The California research and development credit carryforwards are approximately $ 6.0 million as of June 30, 2022 and have an indefinite carryover period. As of June 30, 2022, utilization of the NOL or tax credit carryforwards to offset future taxable income and taxes, respectively, are subject to an annual limitation under the Internal Revenue Code of 1986 and similar state provisions, which is determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term, tax-exempt rate, and then could be subject to additional adjustments such as built in gain or built in loss, as required. Any limitation may result in expiration of all or a portion of its NOL and or tax credit carryforwards before utilization. As of June 30, 2022, the Company did not identify any ownership change that would significantly limit the net operating loss carryovers. ​ 68 Table of Contents Deferred tax assets and liabilities reflect the net tax effects of net operating loss and credit carryforwards and of temporary differences between the carrying amounts of assets and liabilities for financial reporting and the amounts used for income tax purposes. Significant components of our deferred tax assets and liabilities for federal, state and foreign income taxes are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of June 30, ​ 2022 2021 Deferred tax assets: ​ ​ ​ ​ ​ ​ Net operating loss carryforwards ​ $ 14,637 ​ $ 23,418 Research credits ​ 8,321 ​ 7,728 Deferred revenue ​ 1,036 ​ 1,220 Stock-based compensation ​ 2,899 ​ 1,136 Accruals and reserves ​ 6,057 ​ 2,799 Lease liability ​ ​ 664 ​ ​ 228 Other ​ 104 ​ 46 Gross deferred tax assets ​ 33,718 ​ 36,575 Less valuation allowance ​ ( 32,412 ) ​ ( 35,492 ) Net deferred tax assets ​ $ 1,306 ​ $ 1,083 Gross deferred tax liabilities ​ ​ ​ ​ ​ ​ Right-of-use asset ​ $ ( 723 ) ​ $ ( 207 ) Fixed assets ​ ​ ( 69 ) ​ ​ ( 38 ) Gross deferred tax liabilities ​ ​ ( 792 ) ​ ​ ( 245 ) Total deferred tax assets, net * ​ $ 514 ​ $ 838 ​ ​ ​ ​ ​ ​ ​ *included in other assets, net on the consolidated balance sheet ​ ​ ​ ​ ​ ​ ​ ASC 740, Income Taxes , provides for the recognition of deferred tax assets if realization of such assets is more likely than not. For the legacy eGain business in the United States, based upon the weight of available evidence, which includes our historical operating performance and the reported cumulative net losses in prior years, we have provided a full valuation allowance against our U.S. net deferred tax assets. With respect to our foreign operations, we expect to utilize the deferred tax assets and have not placed a valuation allowance against them. Our tax provision primarily relates to foreign activities as well as state income taxes. Our income tax rate differs from the statutory tax rates primarily due to the expiration of net operating loss carryforwards which had previously been valued against, change in valuation allowance, stock-based compensation, research and development credits, and our foreign operations. The net valuation allowance decreased by $ 3.1 million and $ 13.2 million for the fiscal years ended June 30, 2022 and 2021, respectively. We have not provided for taxes on $ 21.3 million of undistributed earnings of our foreign subsidiaries as of June 30, 2022. It is our intention to reinvest such undistributed earnings indefinitely in our foreign subsidiaries. If we distribute these earnings, in the form of dividends or otherwise, we would be subject to withholding taxes payable to the foreign jurisdiction and potential state taxes. For the fiscal years ended June 30, 2022 and 2021, we have none and $ 923,000 of Global Intangible Low Tax Income (GILTI) income inclusion and used our net operating losses to offset our taxable income. ​ ​ ​ ​ 69 Table of Contents Uncertain Tax Positions ​ The aggregate changes in the balance of our gross unrecognized tax benefits during fiscal years 2022 and 2021 were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended June 30, ​ 2022 2021 Beginning balance ​ $ 1,762 ​ $ 1,691 Increases in balances related to tax positions taken during current periods ​ 89 ​ 71 Expired Attributes ​ ​ ( 295 ) ​ ​ — Ending balance ​ $ 1,556 ​ $ 1,762 ​ ​ There is no amount of unrecognized tax benefit, if recognized currently, that would impact the Company’s effective tax rate as of June 30, 2022 and 2021, respectively. No accrued interest and penalties have been recognized in the tax provision related to unrecognized tax benefits. We do not anticipate the amount of existing unrecognized tax benefit to significantly increase or decrease during the next twelve months. Our policy is to record interest and penalties related to unrecognized tax benefits as income tax expense. We file income tax returns in the United States as well as various state and foreign jurisdictions. In these jurisdictions, tax years between 2002 and 2016 remain subject to examination by the appropriate governmental agencies due to tax loss carryovers from those years. For U.S. tax purposes, tax years after 2016 are subject to a three year statute of limitations. The Company is not currently under audit with either the IRS, foreign, or any state or local jurisdictions, nor has it been notified of any other potential future income tax audit. The federal and California statute of limitations remains open for three and four years, respectively, from the date of utilization of any net operating loss or credits. 5. STOCKHOLDERS’ EQUITY On December 8, 2021, our board of directors authorized the amended and restated Certificate of Incorporation which increased the total authorized shares of common stock from 50,000,000 to 60,000,000 shares. As of June 30, 2022, and June 30, 2021, the Company had 31,930,000 and 31,231,000 shares of common stock issued and outstanding , respectively. ​ Common Stock We have reserved shares of common stock for issuance as of June 30, 2022 as follows: ​ ​ ​ ​ Reserved ​ ​ Stock ​ ​ Options Stock options outstanding 5,443,928 Stock available for future grants or issuance: ​ 2005 Stock Incentive Plan ​ 679,790 2005 Management Stock Option Plan ​ 71,983 2017 Employee Stock Purchase Plan ​ 1,097,360 Total reserved shares of common stock for issuance 7,293,061 ​ Preferred Stock We are authorized to issue 5,000,000 shares of preferred stock with a par value of $ 0.001 per share. As of June 30, 2022 and 2021, no shares of preferred stock are issued or outstanding. Our board of directors has the authority, without further action by our stockholders, to issue up to 5,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof. These rights, preferences and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares 70 Table of Contents constituting any series or the designation of such series, any or all of which may be greater than the rights of the common stock. 2005 Management Stock Option Plan ​ In May 2005, our board of directors adopted the 2005 Management Stock Option Plan (2005 Management Plan) which provides for the grant of non-statutory stock options to directors, officers and key employees of eGain and its subsidiaries. Our board extended the expiration date of the 2005 Management Plan to September 30, 2024. Options under the 2005 Management Plan are granted at a price not less than 100 % of the fair market value of the common stock on the date of grant. Options granted under the 2005 Management Plan are subject to eGain’s right of repurchase, whose right shall lapse with respect to one-forty-eighth ( 1/48 th ) of the shares granted to a director, officer or key employee for each month of continuous service provided by such director, officer or key employee to eGain. The options granted under this plan are exercisable for up to ten years from the date of grant. The following table represents the activity under the 2005 Management Plan: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares ​ Weighted ​ ​ Available for ​ Options ​ Average ​ ​ Grant ​ Outstanding ​ Exercise Price Balance as of June 30, 2020 68,649 ​ 1,278,517 ​ $ 3.58 Options Granted — ​ — ​ $ — Options Exercised — ​ ( 106,000 ) ​ $ 4.30 Options Forfeited / Expired — ​ — ​ $ — Balance as of June 30, 2021 68,649 ​ 1,172,517 ​ $ 3.51 Options Granted ​ — ​ — ​ $ — Options Exercised ​ — ​ ( 342,466 ) ​ $ 4.08 Options Forfeited / Expired ​ 3,334 ​ ( 3,334 ) ​ $ 1.75 Balance as of June 30, 2022 ​ 71,983 ​ 826,717 ​ $ 3.29 ​ 2005 Stock Incentive Plan ​ In March 2005, our board of directors adopted the 2005 Stock Incentive Plan which provides for the grant of stock options to eGain’s employees, officers, directors and consultants. Our board extended the expiration date of the 2005 Stock Incentive Plan to September 30, 2024 and made certain other changes. Options granted under the 2005 Stock Incentive Plan are non-qualified stock options. Non-qualified stock options may be granted to employees with exercise prices of no less than the fair value of the common stock on the date of grant. The options generally vest ratably over a period of four years and expire no later than ten years from the date of grant. During the fiscal year ended June 30, 2022, we have increased our number of authorized shares available for grant by 3,000,000 shares. 71 Table of Contents The following table represents the activity under the 2005 Stock Incentive Plan: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares ​ Weighted ​ ​ Available for ​ Options ​ Average ​ ​ Grant ​ Outstanding ​ Exercise Price Balance as of June 30, 2020 1,073,386 ​ 1,607,449 ​ $ 5.60 Options Granted ( 207,700 ) ​ 207,700 ​ $ 12.07 Options Exercised — ​ ( 173,313 ) ​ $ 4.41 Options Forfeited / Expired 78,841 ​ ( 78,841 ) ​ $ 8.69 Balance as of June 30, 2021 944,527 ​ 1,562,995 ​ $ 6.44 Shares Added ​ 3,000,000 ​ — ​ $ — Options Granted ​ ( 3,607,661 ) ​ 3,607,661 ​ $ 11.18 Options Exercised ​ — ​ ( 210,521 ) ​ $ 3.52 Options Forfeited / Expired ​ 342,924 ​ ( 342,924 ) ​ $ 10.75 Balance as of June 30, 2022 ​ 679,790 ​ 4,617,211 ​ $ 9.96 ​ During the fiscal year ended June 30, 2022, we granted 71,100 stock options to consultants. ​ The following table summarizes information about stock options outstanding and exercisable under all stock option plans as of June 30, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Options Outstanding ​ Options Exercisable ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ ​ ​ Range of ​ ​ ​ Average ​ Weighted ​ ​ ​ Weighted ​ Exercise ​ Number of ​ Remaining ​ Average ​ Number of ​ Average ​ Prices Shares Contractual Life Exercise Price Shares Exercise Price ​ $ 1.6 -$ 2.13 ​ 14,980 ​ 4.70 ​ $ 1.80 ​ 14,980 ​ $ 1.80 ​ $ 2.50 ​ 1,049,534 ​ 4.37 ​ $ 2.50 ​ 1,041,107 ​ $ 2.50 ​ $ 3.4 -$ 7.96 ​ 635,227 ​ 5.05 ​ $ 6.22 ​ 563,071 ​ $ 6.03 ​ $ 8.2 -$ 10.96 ​ 592,298 ​ 8.66 ​ $ 9.81 ​ 128,966 ​ $ 9.53 ​ $ 11.05 -$ 11.26 ​ 129,900 ​ 9.24 ​ $ 11.11 ​ 8,020 ​ $ 11.24 ​ $ 11.36 ​ 2,701,365 ​ 9.13 ​ $ 11.36 ​ 511,788 ​ $ 11.36 ​ $ 11.47 -$ 13.75 ​ 286,174 ​ 7.82 ​ $ 12.40 ​ 137,426 ​ $ 12.90 ​ $ 14.28 ​ 8,600 ​ 8.21 ​ $ 14.28 ​ 3,762 ​ $ 14.28 ​ $ 14.40 ​ 3,550 ​ 6.12 ​ $ 14.40 ​ 3,402 ​ $ 14.40 ​ $ 19.11 ​ 22,300 ​ 7.75 ​ $ 19.11 ​ 10,166 ​ $ 19.11 ​ $ 1.6 -$ 19.11 ​ 5,443,928 ​ 7.60 ​ $ 8.94 ​ 2,422,688 ​ $ 6.29 ​ The summary of options vested and exercisable as of June 30, 2022 comprised: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ ​ ​ Average ​ ​ ​ ​ Weighted ​ Aggregate ​ Remaining ​ ​ Number of ​ Average ​ Intrinsic ​ Contractual ​ ​ Shares ​ Exercise Price ​ Value ​ Term Options outstanding 5,443,928 ​ $ 8.94 ​ $ 10,098,695 ​ 7.60 Fully vested and expected to vest options 5,173,999 ​ $ 8.83 ​ $ 10,072,808 ​ 7.52 Options exercisable 2,422,688 ​ $ 6.29 ​ $ 9,806,115 ​ 5.70 ​ The aggregate intrinsic value in the preceding table represents the total intrinsic value based on stock options with a weighted average exercise price less than our closing stock price of $ 9.75 as of June 30, 2022 that would have been 72 Table of Contents received by the option holders, had they exercised their options on June 30, 2022. The total intrinsic value of stock options exercised was $ 4.3 million and $ 2.0 million during fiscal years 2022 and 2021, respectively. Stock-Based Compensation We account for stock-based compensation in accordance with ASC 718, Compensation—Stock Compensation . Under the fair value recognition provisions of ASC 718, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the requisite service period, which is generally the vesting period. Stock-based compensation expense consists of expenses for stock options and our employee stock purchase plan (ESPP). ​ 2017 Employee Stock Purchase Plan In October 2017, our board of directors adopted the 2017 Employee Stock Purchase Plan (ESPP) which provided eligible employees the option purchase the Company’s common stock through payroll deductions at a price equal to 85 % of the lower of the fair market value at the entry date of the applicable offering period or at the end of each applicable purchasing period. The offering period, meaning a period with respect to which the right to purchase shares of our common stock may be granted under the ESPP, will not exceed twenty-seven months and consist of a series of six-month purchase periods. Eligible employees may join the ESPP at the beginning of any six-month purchase period. Under the terms of the ESPP, employees can choose to have between 1 % and 15 % of their base earnings withheld to purchase the Company’s common stock. On December 17, 2021, our board of directors authorized an additional 600,000 shares of common stock to be available for issuance under ESPP. As of June 30th, 2022 we have 1,097,360 reserved stock available for issuance under ESPP. ​ ​ ​ Determining the fair value of the stock-based awards at the grant date requires significant judgment and the use of estimates, particularly surrounding Black-Scholes valuation assumptions such as stock price volatility and expected option term. ​ The table below summarizes the effect of stock-based compensation (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended June 30, ​ 2022 2021 Non-cash stock-based compensation expense ​ $ ( 11,380 ) ​ $ ( 1,700 ) Income tax expense ​ ( 102 ) ​ ( 51 ) Net (loss) income effect ​ $ ( 11,482 ) ​ $ ( 1,751 ) ​ The Company recognized $ 102,000 and $ 51,000 of tax expense related to stock-based compensation expense for eGain UK and Exony for the fiscal years ended June 30, 2022 and 2021, respectively. There is no income tax effect that has been recognized relating to the stock-based compensation expense in the US due to full valuation allowance. ​ Total stock-based compensation includes expense related to non-employee awards of $ 232,000 and $ 47,000 during the fiscal years ended June 30, 2022 and 2021, respectively. ​ Total stock-based compensation includes expense related to the ESPP of $ 457,000 and $ 473,000 during the fiscal years ended June 30, 2022 and 2021, respectively. We utilized the Black-Scholes valuation model for estimating the fair value of the stock-based compensation of options granted. All shares of our common stock issued pursuant to our stock option plans are only issued out of an authorized reserve of shares of common stock, which were previously registered with the Securities and Exchange Commission on a registration statement on Form S-8. 73 Table of Contents During the fiscal years ended June 30, 2022 and 2021, there were 3,607,661 and 207,700 options granted, respectively, with a weighted average grant date fair value of $ 5.83 and $ 6.60 , per share, respectively. We used the following assumptions as inputs into the Black-Scholes valuation model to estimate the fair value of the options granted: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended June 30, ​ 2022 ​ 2021 Dividend yield ​ — ​ ​ — ​ Expected volatility ​ 70 % ​ 72 % Average risk-free interest rate ​ 1.01 % ​ 0.50 % Expected life (in years) ​ 4.68 ​ ​ 4.35 ​ ​ We used the following weighted-average assumptions as inputs to estimate the fair value of the ESPP stock purchase right: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended June 30, ​ ​ 2022 ​ 2021 Dividend yield ​ ​ — ​ ​ ​ — ​ Expected volatility ​ ​ 57 % ​ ​ 69 % Average risk-free interest rate ​ ​ 1.22 % ​ ​ 1.27 % Expected term (in years) ​ ​ 0.50 ​ ​ ​ 0.50 ​ Fair Value of grants per share ​ $ 2.96 ​ ​ $ 3.64 ​ ​ During the fiscal year ended June 30, 2022, employees were granted the right and purchased an aggregate of 145,715 shares pursuant to the 2017 ESPP. Compensation expense related to those purchase rights was $ 457,000 and $ 473,000 for the fiscal years ended June 30, 2022 and 2021, respectively. ​ As of June 30, 2022, unrecognized compensation expense related to purchase rights that will be recognized over a weighted average period of 0.42 years was $ 220,000 . ​ The dividend yield of zero is based on the fact that we have never paid cash dividends and have no present intention to pay cash dividends. We determined the appropriate measure of expected volatility by reviewing historic volatility in the share price of our common stock, as adjusted for certain events that management deemed to be non-recurring and non-indicative of future events. The risk-free interest rate is derived from the average U.S. Treasury Strips rate. We base our estimate of expected life of a stock option on the historical exercise behavior, and cancellations of all past option grants made by the Company during the time period which its common stock has been publicly traded, the contractual term of the option, the vesting period and the expected remaining term of the outstanding options. In accordance with Accounting Standards Updates (ASU) 2016-09, Compensation—Stock Compensation: Improvements to Employee Share-Based Accounting , we elected to continue to estimate forfeitures in the calculation of stock-based compensation expense. The following table summarizes stock-based compensation expense relating to stock options for the years ended June 30, 2022 and 2021, respectively (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended June 30, ​ ​ 2022 ​ 2021 Cost of revenue ​ $ 2,916 ​ $ 222 Research and development ​ ​ 2,797 ​ ​ 347 Sales and marketing ​ ​ 2,248 ​ ​ 501 General and administrative ​ ​ 2,962 ​ ​ 157 Total ​ $ 10,923 ​ $ 1,227 ​ 74 Table of Contents Total unamortized compensation cost, net of forfeitures, for all options granted but not yet vested as of June 30, 2022 was $ 11.8 million which is expected to be recognized over the weighted average period of 1.64 years. ​ 6. INTANGIBLE ASSETS ​ Intangible assets are amortized over the estimated lives, as follows (in thousands, except expected life): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated ​ ​ Carrying ​ Accumulated ​ Net Balance ​ ​ ​ Statements of Operations Intangible Asset Amount Amortization June 30, 2022 Life Category Customer relationships - maintenance contracts ​ 1,610 ​ ( 1,610 ) ​ — 6 ​ Cost of recurring ​ ​ $ 1,610 ​ $ ( 1,610 ) ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated ​ ​ Carrying ​ Accumulated ​ Net Balance ​ ​ ​ Statements of Operations Intangible Asset Amount Amortization June 30, 2021 Life Category Customer relationships - maintenance contracts ​ 1,610 ​ ( 1,610 ) ​ — 6 ​ Cost of recurring ​ ​ $ 1,610 ​ $ ( 1,610 ) ​ $ — ​ ​ ​ ​ ​ Amortization expense related to the above intangible assets were $ 0 and $ 26,000 for fiscal years ended June 30, 2022 and 2021, respectively. ​ ​ ​ ​ 7. LEASES During our fiscal year ended June 30, 2022, we leased our office facilities under non-cancelable operating leases that expire on various dates through the fiscal year 2027; and we were the sublessor for some office spaces through March 2022. We also modified one of the existing operating leases by extending it through 2027, which resulted in an increase in operating lease right-of-use assets and operating lease liabilities in the amount of $ 2.8 million during our fiscal year ended June 30. 2022. All of our office leases are classified as operating leases with lease expense recognized on a straight-line basis over the lease term. Lease right-of-use assets and liabilities are recognized on the commencement date at the present value of lease payments over the lease term. As our leases do not provide an implicit rate, we use our incremental borrowing rate based on information available at the commencement date to determine the present value of lease payments. ​ The following table presents information about the weighted average lease term and discount rate as follows: ​ ​ ​ ​ ​ ​ ​ As of June 30, 2022 Weighted average remaining lease term (in years) ​ ​ 4.05 ​ Weighted average discount rate ​ ​ 4.92 % ​ The following table presents information about leases on our consolidated statement of operations (in thousands): ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ June 30, 2022 Operating lease expense ​ $ 1,346 Short-term lease expense ​ ​ 4 Sublease income ​ ​ 463 ​ ​ ​ ​ 75 Table of Contents The following table presents supplemental cash flow information about our leases (in thousands): ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ June 30, 2022 Operating cash outflows from operating leases ​ $ 1,691 Right-of-use assets obtained in exchange for new operating lease liabilities ​ ​ — ​ As of June 30, 2022, remaining maturities of lease liabilities are as follows (in thousands): ​ ​ ​ ​ ​ Fiscal Period: ​ ​ ​ Fiscal 2023 ​ $ 1,193 Fiscal 2024 ​ ​ 878 Fiscal 2025 ​ 668 Fiscal 2026 ​ 688 Thereafter ​ ​ 528 Total minimum lease payments ​ ​ 3,955 Less: Imputed interest ​ ​ ( 374 ) Total ​ $ 3,581 ​ ​ ​ ​ ​ 76 Table of Contents 8. COMMITMENTS AND CONTINGENCIES ​ Employee benefit plans Defined Contribution Plans We sponsor an employee savings and retirement plan, the 401(k) Plan, as allowed under Section 401(k) of the Internal Revenue Code. The 401(k) Plan is available to all domestic employees who meet minimum age and service requirements, and provides employees with tax deferred salary deductions and alternative investment options. Employees may contribute up to 60 % of their salary, subject to certain limitations. We, at the discretion of our board of directors, may contribute to the 401(k) Plan. In fiscal years 2022 and 2021, we contributed approximately $ 704,000 and $ 569,000 to the 401(k) Plan, respectively. We also have a defined contribution plan related to our foreign subsidiaries. Amounts expensed under this plan were $ 542,000 and $ 534,000 , for the fiscal years ended June 30, 2022 and 2021, respectively. ​ Gratuity Plan—India In accordance with Gratuity Act of 1972, we sponsor a defined benefit plan (Gratuity Plan) for all of our India employees. The Gratuity Plan is required by local law, which provides a lump sum payment to vested employees upon retirement or termination of employment in an amount based on each employee’s salary and duration of employment with the Company. The Gratuity Plan benefit cost for the year is calculated on an actuarial basis. Current service costs and actuarial gains or losses, or prior service cost, for the Gratuity Plan were insignificant for the fiscal years 2022 and 2021. Warranty We generally warrant that the program portion of our software will perform substantially in accordance with certain specifications for a period up to one year from the date of delivery. Our liability for a breach of this warranty is either a return of the license fee or providing a fix, patch, work-around or replacement of the software. We also provide standard warranties against and indemnification for the potential infringement of third party intellectual property rights to our customers relating to the use of our products, as well as indemnification agreements with certain officers and employees under which we may be required to indemnify such persons for liabilities arising out of their duties to us. The terms of such obligations vary. Generally, the maximum obligation is the amount permitted by law. Historically, costs related to these warranties have not been significant. However, we cannot guarantee that a warranty reserve will not become necessary in the future. Indemnification We have agreed to indemnify our directors and executive officers for costs associated with any fees, expenses, judgments, fines and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person’s service as a director or officer, including any action by us, arising out of that person’s services as our director or officer or that person’s services provided to any other company or enterprise at our request. Transfer Pricing We have received transfer-pricing assessments from tax authorities with regard to transfer pricing issues for certain fiscal years, which we have appealed with the appropriate authority. We review the status of each significant matter and assess its potential financial exposure. We believe that such assessments are without merit and would not have a significant impact on our consolidated financial statements. ​ 77 Table of Contents Contractual Obligations and Commitments Contractual agreements with third parties consist of software licenses, maintenance and support for our operations. As of June 30, 2022, we have paid all non-cancelable contractual agreements related to these software licenses. ​ We have no significant commitments related to co-location services for cloud operations as of June 30, 2022 and 2021. 9. LITIGATION In the ordinary course of business, we are involved in various legal proceedings and claims related to alleged infringement of third-party patents and other intellectual property rights, commercial, corporate and securities, labor and employment, wage and hour, and other claims that are not expected to have a material impact. We have been, and may in the future be, put on notice and/or sued by third parties for alleged infringement of their proprietary rights, including patent infringement. We evaluate all claims and lawsuits with respect to their potential merits, our potential defenses and counterclaims, settlement or litigation potential and the expected effect on us. Our technologies may be subject to injunction if they are found to infringe the rights of a third party. In addition, our agreements require us to indemnify our customers for third-party intellectual property infringement claims, which could increase the cost to us of an adverse ruling on such a claim. 10. FAIR VALUE MEASUREMENT ASC 820, Fair Value Measurement and Disclosures, defines fair value, establishes a framework for measuring fair value of assets and liabilities, and expands disclosures about fair value measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the assets or liabilities in an orderly transaction between market participants on the measurement date. Subsequent changes in fair value of these financial assets and liabilities are recognized in earnings or other comprehensive income when they occur. ASC 820 applies whenever other statements require or permit assets or liabilities to be measured at fair value. ASC 820 includes a fair value hierarchy, of which the first two are considered observable and the last unobservable, that is intended to increase the consistency and comparability in fair value measurements and related disclosures. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity’s pricing based upon their own market assumptions. The fair value hierarchy consists of the following three levels: Level 1 – instrument valuations are obtained from real-time quotes for transactions in active exchange markets involving identical assets. Level 2 – instrument valuations are obtained from readily-available pricing sources for comparable instruments. Level 3 – instrument valuations are obtained without observable market value and require a high level of judgment to determine the fair value. Our money market funds are measured at fair value on a recurring basis based on quoted market prices in active markets and are classified as level 1 within the fair value hierarchy. As of June 30, 2022 and 2021, cash equivalents classified as level 1 instruments, including money market account investments, were measured at $ 57.9 million and $ 55.4 million, respectively. ​ ​ ​ 78 Table of Contents 11. QUARTERLY FINANCIAL DATA (Unaudited) Following is a summary of quarterly operating results and share data for the years ended June 30, 2022 and 2021, respectively: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1st Quarter ​ 2nd Quarter ​ 3rd Quarter ​ 4th Quarter ​ Fiscal Year ​ ​ (in thousands, except per share data) Fiscal Year 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue ​ $ 21,451 ​ $ 23,093 ​ $ 23,904 ​ $ 23,503 ​ $ 91,951 Gross profit ​ $ 16,153 ​ $ 16,992 ​ $ 17,367 ​ $ 16,902 ​ $ 67,414 Income (loss) from operations ​ $ 691 ​ $ ( 630 ) ​ $ ( 476 ) ​ $ ( 1,723 ) ​ $ ( 2,138 ) Net income (loss) ​ $ 551 ​ $ ( 826 ) ​ $ ( 615 ) ​ $ ( 1,551 ) ​ $ ( 2,441 ) Basic net income (loss) per share ​ $ 0.02 ​ $ ( 0.03 ) ​ $ ( 0.02 ) ​ $ ( 0.05 ) ​ $ ( 0.08 ) Diluted net income (loss) per share ​ $ 0.02 ​ $ ( 0.03 ) ​ $ ( 0.02 ) ​ $ ( 0.05 ) ​ $ ( 0.08 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue ​ $ 19,063 ​ $ 19,233 ​ $ 19,743 ​ $ 20,248 ​ $ 78,287 Gross profit ​ $ 14,432 ​ $ 14,522 ​ $ 14,897 ​ $ 15,169 ​ $ 59,020 Income from operations ​ $ 2,352 ​ $ 1,896 ​ $ 1,577 ​ $ 1,514 ​ $ 7,339 Net income ​ $ 2,044 ​ $ 1,606 ​ $ 1,261 ​ $ 2,048 ​ $ 6,959 Basic net income per share ​ $ 0.06 ​ $ 0.05 ​ $ 0.04 ​ $ 0.07 ​ $ 0.22 Diluted net income per share ​ $ 0.06 ​ $ 0.05 ​ $ 0.04 ​ $ 0.06 ​ $ 0.21 ​ ​ ​ ​ 79 Table of Contents I TEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. I TEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures. We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (Exchange Act), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Our disclosure controls and procedures have been designed to meet reasonable assurance standards. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Based on their evaluation as of the end of the period covered by this Annual Report on Form 10-K, our Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2022, our disclosure controls and procedures were effective at the reasonable assurance level. Changes in Internal Controls. There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Management’s Annual Report on Internal Control Over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of the effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control— Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control— Integrated Framework (2013) , our management concluded that our internal control over financial reporting was effective as of June 30, 2022. ITEM 9B. OTHER INFORMATION None. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 80 Table of Contents P ART III ​ I TEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by this item is incorporated by reference from the information under the heading “Election of Directors” contained in eGain’s definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with the solicitation of proxies for eGain’s 2022 Annual Meeting of Stockholders (Proxy Statement). Certain information required by this item concerning executive officers is set forth in Part I, Item 1 of this report under the caption “Information About Our Executive Officers” and is incorporated herein by reference. To the extent disclosure for delinquent reports is being made, it can be found under the caption “Delinquent Section 16(a) Reports” in the Proxy Statement and is incorporated herein by reference. I TEM 11. EXECUTIVE COMPENSATION The information contained under the headings “Executive Compensation” and “Compensation Committee Report” and under the captions “2022 Director Compensation” in the Proxy Statement is incorporated herein by reference. I TEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information contained under the heading “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement is incorporated herein by reference. The following table summarizes our equity compensation plans as of June 30, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of securities ​ ​ Number of ​ ​ ​ ​ remaining available for ​ ​ securities to be ​ Weighted-average ​ future issuance under ​ ​ issued upon exercise ​ exercise price of ​ equity compensation ​ ​ of outstanding ​ outstanding options ​ plans (excluding securities ​ ​ options and rights ​ and rights ​ reflected in column (a)) Plan Category ​ (a) ​ (b) ​ (c) Equity compensation plans approved by security holders ​ ​ ​ ​ ​ 2005 Stock Incentive Plan 4,617,211 ​ $ 9.96 679,790 Equity compensation plans not approved by security holders ​ ​ ​ ​ ​ 2005 Management Stock Option Plan 826,717 ​ $ 3.29 71,983 Total 5,443,928 ​ $ 8.94 751,773 ​ ​ 81 Table of Contents Equity Compensation Plans Not Approved By Security Holders 2005 Management Stock Option Plan In May 2005, our board of directors adopted the 2005 Management Stock Option Plan (2005 Management Plan), pursuant to which the Compensation Committee may grant non-qualified stock options to purchase up to 962,400 shares of eGain common stock, at an exercise price of not less than 100% of the fair market value of such common stock, to directors, officers and key employees of the Company and its subsidiaries. Options granted under the 2005 Management Plan are subject to vesting as determined by the Compensation Committee. The options are exercisable for up to ten years from the date of grant. Our board of directors approved an increase of 500,000 shares of common stock authorized for issuance under the 2005 Management Plan in November 2007 and another increase of 500,000 shares of common stock authorized for issuance under the 2005 Management Plan in September 2011. In September 2014, our board of directors approved an amendment to the 2005 Management Plan that increased the number of shares of common stock reserved for issuance by 1,000,000 shares from 1,962,400 shares to 2,962,400 shares and extended the expiration date of the of the 2005 Management Plan to September 30, 2024. I TEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE The information contained under the captions “Related Party Transactions” and “Director Independence” in the Proxy Statement is incorporated herein by reference. I TEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information contained under the heading “Ratification of Independent Registered Public Accounting Firm” in the Proxy Statement is incorporated herein by reference. ​ 82 Table of Contents P ART IV ​ I TEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES (a) 1. Financial Statements See Index to Consolidated Financial Statements in Item 8 of this report. 2. Financial Statement Schedule The following schedule, which is filed as part of this Form 10-K: Schedule II—Valuation and Qualifying Accounts for the fiscal years ended June 30, 2022 and 2021. ​ SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS Years Ended June 30, 2022 and 2021 (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amounts ​ ​ ​ ​ Balance at Additions Written Off, ​ ​ ​ Beginning of ​ Charged to ​ Net of ​ Balance at ​ ​ Period ​ Expense ​ Recoveries ​ End of Period Allowance for Doubtful Accounts: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended June 30, 2022 ​ $ 434 ​ $ 68 ​ $ ( 379 ) ​ $ 123 Year ended June 30, 2021 ​ $ 384 ​ $ 400 ​ $ ( 350 ) ​ $ 434 ​ All other financial statement schedules have been omitted because they are not applicable or not required or because the information in included elsewhere in the Consolidated Financial Statements or the Notes thereto. 3. Exhibits See Item 15(b) of this report. All other schedules have been omitted since they are either not required, not applicable or the information has been included in the consolidated financial statements or notes thereto. ​ (b) Exhibits The exhibits listed below are filed or incorporated by reference herein. Each management contract or compensatory plan or arrangement required to be filed has been identified. Exhibit No. Description of Exhibits 3(i).1 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). 3(i).2 Certificate of Amendment of Certificate of Incorporation (incorporated by reference to Exhibit 3(iii) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012). 3(ii) Amended and Restated Bylaws (incorporated by reference to Exhibit 3.4 to the Registrant’s Registration Statement on Form S-1, File No. 333-83439, originally filed with the Commission on July 22, 1999, as subsequently amended (Form S-1)). 4.1 Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s R egistration Statement on Form S-8, File No. 333-261722 filed on December 17, 2021). 4.2 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.2 the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2020). 83 Table of Contents 10.1# Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Form S-1). 10.2# 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) . 10.3# eGain Corporation Amended and Restated 2005 Management Stock Option Plan, as amended through August 25, 2021. (incorporated by reference to Exhibit 10.2# to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021). 10.4# F orm of Executive Change in Control Severance Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015) . 10.5# eGain Corporation 2017 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2020). 10.6 Credit Agreement dated as of November 21, 2014 among the Registrant, certain subsidiaries of the Registrant. Wells Fargo Bank N.A. as agent and the lenders party thereto (incorporated by reference to Exhibit 10.6 the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2020). 10.7 Amendment Number One to Credit Agreement dated as of September 1, 2015 among the Registrant, certain subsidiaries of the Registrant, Wells Fargo Bank, N.A., as agent and the lenders party thereto (incorporated by reference to Exhibit 10.7 the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2020). 10.8 Amendment Number Two to Credit Agreement dated as of January 27, 2017 among the Registrant, certain subsidiaries of the Registrant, Wells Fargo Bank, N.A., as agent and the lenders party thereto (incorporated by reference to Exhibit 10.8 the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2020). ​ ​ ​ 10.9 Standard Industrial/Commercial Multi-Tenant Lease Modified Net dated as of May 9, 2011 between the Registrant and DeGuigne Ventures, LLC (incorporated by reference to Exhibit 10.14 to Amendment No. 1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2014). ​ ​ ​ 10.11 ​ First Amendment to Standard Industrial/Commercial Multi-Tenant Lease Modified Net dated as of May 14, 2014 between the Registrant and D.R. Stephens Industrial Partners, LLC (Successor in Interest to DeGuigne Ventures, LLC) (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 19, 2014). ​ ​ ​ 21.1 Subsidiaries of eGain. ​ ​ ​ 23.1 ​ Consent of BPM LLP, Independent Registered Public Accounting Firm. ​ ​ ​ 24.1 ​ P ower of Attorney (included on the signature page hereof). ​ ​ ​ 31.1 ​ Rule 13a-14(a) Certification of Chief Executive Officer. ​ ​ ​ 31.2 ​ Rule 13a-14(a) Certification of Chief Financial Officer. ​ ​ ​ 32.1* ​ Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 of Chief Executive Officer. ​ ​ ​ 32.2* ​ Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 of Chief Financial Officer. ​ ​ ​ 101.INS ​ Inline XBRL Instance Document ​ ​ ​ 84 Table of Contents 101.SCH ​ Inline XBRL Taxonomy Extension Schema Document ​ ​ ​ 101.CAL ​ Inline XBRL Taxonomy Extension Calculation Linkbase Document ​ ​ ​ 101.DEF ​ Inline XBRL Taxonomy Extension Definition Linkbase Document ​ ​ ​ 101.LAB ​ Inline XBRL Taxonomy Extension Label Linkbase Document ​ ​ ​ 101.PRE ​ 104 ​ Inline XBRL Taxonomy Extension Presentation Linkbase Document ​ Cover Page Interactive Data File (embedded within the Inline XBRL document) # Indicates management contract or compensatory plan or arrangement. * This exhibit is not deemed “filed” with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after date hereof and irrespective of any general incorporation language contained in such filing. (c) Financial Statements Reference is made to Item 15(a)(2) above. ITEM 16. FORM 10-K SUMMARY Not applicable. ​ ​ 85 Table of Contents S IGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ​ ​ ​ ​ ​ ​ eGain Corporation ​ ​ ​ ​ ​ Date: September 13, 2022 By: /s/ A SHUTOSH R OY ​ Ashutosh Roy Chief Executive Officer ​ POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Ashutosh Roy and Eric N. Smit, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments to this annual report, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Name Title Date ​ ​ ​ ​ ​ /s/ A SHUTOSH R OY Chief Executive Officer and Director (Principal Executive Officer) September 13, 2022 Ashutosh Roy ​ ​ ​ ​ ​ ​ ​ /s/ E RIC N. S MIT ​ Chief Financial Officer ​ September 13, 2022 Eric N. Smit ​ (Principal Financial and Accounting Officer) ​ ​ ​ ​ ​ ​ ​ /s/ C HRISTINE R USSELL Director September 13, 2022 Christine Russell ​ ​ ​ ​ ​ ​ ​ /s/ G UNJAN S INHA Director September 13, 2022 Gunjan Sinha ​ ​ ​ ​ ​ ​ ​ /s/ P HIROZ P. D ARUKHANAVALA Director September 13, 2022 Phiroz P. Darukhanavala ​ ​ ​ ​ ​ ​ ​ /s/ B RETT S HOCKLEY ​ Director September 13, 2022 Brett Shockley ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 86