What changed in this filing

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Item 1A. Risk Factors

2021-09-28 compared with 2020-09-17 · 149 added, 144 removed, 33 unchanged (90% of the section changed)

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do not purport to be a complete explanation of the risks involved in our business.

WE MAY NEED ADDITIONAL

FINANCING FOR PRODUCT DEVELOPMENT.

Our financial resources are sufficient for current operational needs, however, the amount of

funding required to develop and commercialize our products and technologies is highly uncertain.

Adequate funds may not be available

when needed or on terms satisfactory to us.

Lack of funds may cause us to delay, reduce and/or abandon certain or all aspects of

our development and commercialization programs.

We may seek additional financing through the issuance of equity or convertible

debt securities.

In such event, the percentage ownership of our stockholders would be reduced, stockholders may experience additional

dilution, and such securities may have rights, preferences, and privileges senior to those of our Common Stock.

There can be no

assurance that additional financing will be available on terms favorable to us or at all.

If adequate funds are not available or

are not available on acceptable terms, we may not be able to fund our expansion, take advantage of desirable acquisition opportunities,

develop, or enhance services or products or respond to competitive pressures.

Such inability could have a materially

adverse effect on our business, results of operations and financial conditions.

WE MAY INFRINGE THE

INTELLECTUAL PROPERTY RIGHTS OF OTHERS.

The industry in which we operate has many participants that own, or claim to

own, proprietary intellectual property.

In the past we have received, and in the future may receive, claims from third parties

alleging that we, and possibly our customers, violate their intellectual property rights.

Rights to intellectual property can be

difficult to verify and litigation may be necessary to establish whether or not we have infringed the intellectual property rights

In many cases, these third parties are companies with substantially greater resources than us, and they may be able

to, and may choose to, pursue complex litigation to a greater degree than we could.

Regardless of whether these infringement claims

have merit or not, we may be subject to the following:

We may be liable for potentially substantial damages, liabilities, and litigation costs, including attorneys’

We may be prohibited from further use of the intellectual property and may be required to cease selling our products that are subject to the claim;

We may have to license the third-party intellectual property, incurring royalty fees that may or may not be on commercially reasonable terms.

In addition, there is no assurance that we will be able to successfully negotiate and obtain such a license from the third party;

We may have to develop a non-infringing alternative, which could be costly and delay or result in the loss of sales.

WE MAY NEED ADDITIONAL FINANCING

FOR PRODUCT DEVELOPMENT.

Our financial resources are sufficient for current operational needs, however, the amount of funding required

to develop and commercialize our products and technologies is highly uncertain.

Adequate funds may not be available when needed or on

terms satisfactory to us.

Lack of funds may cause us to delay, reduce and/or abandon certain or all aspects of our development and commercialization

We may seek additional financing through the issuance of equity or convertible debt securities.

In such event, the percentage

ownership of our stockholders would be reduced, stockholders may experience additional dilution, and such securities may have rights,

preferences, and privileges senior to those of our Common Stock.

There can be no assurance that additional financing will be available

on terms favorable to us or at all.

If adequate funds are not available or are not available on acceptable terms, we may not be able to

fund our expansion, take advantage of desirable acquisition opportunities, develop, or enhance services or products or respond to competitive

Such inability could have a materially adverse effect on our business, results of operations and financial conditions.

WE MAY INFRINGE THE INTELLECTUAL

PROPERTY RIGHTS OF OTHERS.

The industry in which we operate has many participants that own, or claim to own, proprietary intellectual

In the past we have received, and in the future may receive, claims from third parties alleging that we, and possibly our customers,

violate their intellectual property rights.

Rights to intellectual property can be difficult to verify and litigation may be necessary

to establish whether or not we have infringed the intellectual property rights of others.

In many cases, these third parties are companies

with substantially greater resources than us, and they may be able to, and may choose to, pursue complex litigation to a greater degree

than we could.

Regardless of whether these infringement claims have merit or not, we may be subject to the following:

We may be liable for potentially substantial damages, liabilities, and litigation

costs, including attorneys’

We may be prohibited from further use of the intellectual property and may be

required to cease selling our products that are subject to the claim;

We may have to license the third-party intellectual property, incurring royalty

fees that may or may not be on commercially reasonable terms.

In addition, there is no assurance that we will be able to successfully

negotiate and obtain such a license from the third party;

We may have to develop a non-infringing alternative, which could be costly and

delay or result in the loss of sales.

In addition, there is no assurance that we will be able to develop such a non-infringing alternative;

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Our relationships with customers may be adversely affected;

We may be required to indemnify our customers for certain costs and damages they incur in such a claim.

We may be required to indemnify our customers for certain costs and damages

they incur in such a claim.

In the event of an unfavorable

outcome in such a claim and our inability to either obtain a license from the third party or develop a non-infringing alternative,

then our business, operating results and financial condition may be materially adversely affected and we may have to restructure

our business.

Absent a specific claim

for infringement of intellectual property, from time to time we have and expect to continue to license technology, intellectual

property, and software from third parties.

There is no assurance that we will be able to maintain our third-party licenses or obtain

new licenses when required and this inability could materially adversely affect our business and operating results and the quality

and functionality of our products.

In addition, there is no assurance that third party licenses we execute will be on commercially

reasonable terms.

Under purchase orders

and contracts for the sale of our products we may provide indemnification to our customers for potential intellectual property

infringement claims for which we may have no corresponding recourse against our third-party licensors.

This potential liability,

if realized, could materially adversely affect our business, operating results, and financial condition.

outcome in such a claim and our inability to either obtain a license from the third party or develop a non-infringing alternative, then

our business, operating results and financial condition may be materially adversely affected and we may have to restructure our business.

Absent a specific claim for

infringement of intellectual property, from time to time we have and expect to continue to license technology, intellectual property,

and software from third parties.

There is no assurance that we will be able to maintain our third-party licenses or obtain new licenses

when required and this inability could materially adversely affect our business and operating results and the quality and functionality

of our products.

In addition, there is no assurance that third party licenses we execute will be on commercially reasonable terms.

Under purchase orders and

contracts for the sale of our products we may provide indemnification to our customers for potential intellectual property infringement

claims for which we may have no corresponding recourse against our third-party licensors.

This potential liability, if realized, could

materially adversely affect our business, operating results, and financial condition.

WE OPERATE IN AN INTENSIVELY

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The wireless broadband data access market is highly competitive, and we may be unable to compete effectively.

Many of our competitors or potential competitors have significantly greater financial, technical, and marketing resources than

To survive and be competitive, we will need to continuously invest in research and development, sales and marketing, and

customer support.

Increased competition could result in price reductions, and smaller customer orders.

Our failure to compete effectively

could seriously impair our business.

of our competitors or potential competitors have significantly greater financial, technical, and marketing resources than we do.

and be competitive, we will need to continuously invest in research and development, sales and marketing, and customer support.

competition could result in price reductions, and smaller customer orders.

Our failure to compete effectively could seriously impair our

WE OPERATE IN THE HIGH-RISK

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We are in a volatile industry.

In addition, our revenue model is evolving and relies substantially on

the assumption that we will be able to successfully complete the development and sales of our products and services in the marketplace.

Our prospects must be considered in the light of the risk, uncertainties, expenses, and difficulties frequently encountered by

companies in the early stages of development and marketing new products.

In addition, our revenue model is evolving and relies substantially on the assumption that

we will be able to successfully complete the development and sales of our products and services in the marketplace.

Our prospects must

be considered in the light of the risk, uncertainties, expenses, and difficulties frequently encountered by companies in the early stages

of development and marketing new products.

To be successful in the market we must, among other things:

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Attract, retain, and motivate qualified personnel.

We cannot guarantee

that we will be able to achieve these goals, and our failure to achieve them could adversely affect our business, results of operations,

and financial condition.

We cannot guarantee that we

will be able to achieve these goals, and our failure to achieve them could adversely affect our business, results of operations, and financial

We expect that revenues and operating results will fluctuate in the future.

There is no assurance

that any or all our efforts will produce a successful outcome.

WE OPERATE IN A FIELD

WITH RAPIDLY CHANGING TECHNOLOGY.

We cannot be certain that our products and services will function as anticipated or be desirable

to our intended markets.

Our current or future products and services may fail to function properly, and if our products and services

do not achieve and sustain market acceptance, our business, results of operations and profitability may suffer.

If we are unable

to predict and comply with evolving wireless standards, our ability to introduce and sell new products will be adversely affected.

If we fail to develop and introduce products on time, we may lose customers and potential product orders.

WE DEPEND ON THE DEMAND

FOR WIRELESS NETWORK CAPACITY.

The demand for our products is completely dependent on the demand for broadband wireless access

There is no assurance that any or all our efforts

will produce a successful outcome.

POTENTIAL DESIGN AND MANUFACTURING

DEFECTS COULD OCCUR.

Our product and service offerings may have quality issues from time to time, due to defects in software design, hardware

design or component manufacturing.

As a result, our products and services may not perform as anticipated and may not meet customer expectations.

Component defects could make our products unsafe and create a risk of environmental or property damage and personal injury.

be no assurance we will be able to detect and address all issues and defects in the hardware, software, and services we offer.

to do so could result in widespread technical and performance issues affecting our products and services.

In addition, we may be exposed

to product liability claims, recalls, product replacements or modifications, write-offs of inventory, property, plant and equipment, and/or

intangible assets, and significant warranty and other expenses, including litigation costs and regulatory fines.

WE OPERATE IN A FIELD WITH

RAPIDLY CHANGING TECHNOLOGY.

We cannot be certain that our products and services will function as anticipated or be desirable to our intended

Our current or future products and services may fail to function properly, and if our products and services do not achieve and

sustain market acceptance, our business, results of operations and profitability may suffer.

If we are unable to predict and comply with

evolving wireless standards, our ability to introduce and sell new products will be adversely affected.

If we fail to develop and introduce

products on time, we may lose customers and potential product orders.

WE DEPEND ON THE DEMAND FOR

WIRELESS NETWORK CAPACITY.

The demand for our products is completely dependent on the demand for broadband wireless access to networks.

If wireless operators do not deliver acceptable wireless service, our product sales may dramatically decline.

if wireless operators experience financial or network difficulties, it will likely reduce demand for our products.

Demand for wireless

access can rise and fall greatly during times of contagious outbreaks and their aftermath.

These surges in demand can be temporary

and unstable.

When the outbreak ends, or becomes more controlled, demand for wireless network access could drop off decreasing

sales revenue.

These changes are beyond our ability to control and can either increase or decrease demand for our products.

PANDEMIC OUTBREAKS CAN

CAUSE VOLATILE CHANGES IN THE MARKET.

Demand for wireless access can rise and fall greatly during times of Pandemic outbreaks,

such as COVID-19, as more people may be required to work remotely and schools may be required to operate remote classrooms.

an outbreak ends, or becomes more controlled, demand for wireless devices could drop off, decreasing demand for our products.

outbreaks can also disrupt supply chains, manufacturing operations, and shipping.

These disruptions can make product fulfilment

difficult, delayed, or impossible.

All these changes are beyond our ability to control and can cause revenue and income to change

dramatically.

Thus, if wireless operators

experience financial or network difficulties, it will likely reduce demand for our products.

These are beyond our ability to control and

can either increase or decrease demand for our products.

PANDEMIC OUTBREAKS CAN CAUSE

VOLATILE CHANGES IN THE MARKET.

Demand for wireless access can rise and fall greatly during times of pandemic outbreaks, such as COVID-19,

as more people may be required to work remotely, and schools may be required to operate remote classrooms.

When an outbreak ends, or becomes

more controlled, demand for wireless devices could decline rapidly, decreasing demand for our products.

Pandemic outbreaks can also disrupt

supply chains, manufacturing operations, and shipping.

These disruptions can make product fulfilment difficult, delayed, or impossible.

All these changes are beyond our ability to control and can cause revenue and income to change dramatically.

WE DEPEND ON COLLABORATIVE

ARRANGEMENTS.

The development and commercialization of our products and services depend in large part upon our ability

to selectively enter and maintain collaborative arrangements with developers, distributors, service providers, network systems

providers, core wireless communications technology providers and manufacturers, among others.

THE LOSS OF ANY OF OUR

MATERIAL CUSTOMERS COULD ADVERSELY AFFECT OUR REVENUES AND PROFITABILITY, AND THEREFORE SHAREHOLDER VALUE.

on a small number of customers for a significant portion of our revenues.

For the year ended June 30, 2020, net revenues from our

two largest customers represented 46% and 36% of our consolidated net sales, respectively.

We have a written agreement with each

of these customers that governs the sale of products to them, but the agreements do not obligate them to purchase any quantity

of products from us.

If these customers were to reduce their business with us, our revenues and profitability could

materially decline.

OUR PRODUCT DELIVERIES

ARE SUBJECT TO LONG LEAD TIMES.

The development and commercialization of our products and services depend in large part upon our ability to selectively

enter and maintain collaborative arrangements with developers, distributors, service providers, network systems providers, core wireless

communications technology providers and manufacturers, among others.

THE LOSS OF ANY OF OUR MATERIAL

CUSTOMERS COULD ADVERSELY AFFECT OUR REVENUES AND PROFITABILITY, AND THEREFORE SHAREHOLDER VALUE.

We depend on a small number of customers

for a significant portion of our revenues.

For the year ended June 30, 2021, net revenues from our two largest customers represented 63%

and 30% of our consolidated net sales, respectively.

We have a written agreement with each of these customers that governs the

sale of products to them, but the agreements do not obligate them to purchase any quantity of products from us.

If these customers were

to reduce their business with us, our revenues and profitability could materially decline.

OUR PRODUCT DELIVERIES ARE

SUBJECT TO LONG LEAD TIMES.

We often experience long-lead times to ship products, often more than 45 days.

This could cause

us to lose customers, who may be able to secure faster delivery times from our competitors and require us to maintain higher levels

of working capital.

OUR PRODUCT-TO-MARKET

CHALLENGE IS CRITICAL.

This could cause us to lose

customers, who may be able to secure faster delivery times from our competitors and require us to maintain higher levels of working capital.

OUR PRODUCT-TO-MARKET CHALLENGE

Our success depends on our ability to quickly enter the market and establish an early mover advantage.

must implement an aggressive sales and marketing campaign to solicit customers and strategic partners.

Any delay could

seriously affect our ability to establish and exploit effectively an early-to-market strategy.

AS OUR BUSINESS EXPANDS

INTERNATIONALLY, WE WILL BE EXPOSED TO ADDITIONAL RISKS RELATING TO INTERNATIONAL OPERATIONS.

Our expansion into international

operations exposes us to additional risks unique to such international markets, including the following:

We must implement

an aggressive sales and marketing campaign to solicit customers and strategic partners.

Any delay could seriously affect our ability to

establish and exploit effectively an early-to-market strategy.

AS OUR BUSINESS EXPANDS INTERNATIONALLY,

WE WILL BE EXPOSED TO ADDITIONAL RISKS RELATING TO INTERNATIONAL OPERATIONS.

Our expansion into international operations exposes us to

additional risks unique to such international markets, including the following:

Increased credit management risks and greater difficulties in collecting accounts receivable;

Unexpected changes in regulatory requirements, wireless communications standards, exchange rates, trading policies, tariffs, and other barriers;

Unexpected changes in regulatory requirements, wireless communications standards, exchange rates, trading

policies, tariffs, and other barriers;

Uncertainties of laws and enforcement relating to the protection of intellectual property;

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Potential adverse tax consequences.

Furthermore, if we are unable to further

develop distribution channels in countries in North America, EMEA and Asia, we may not be able to grow our international operations,

and our ability to increase our revenue will be negatively impacted.

We believe that our

products are currently exempt from international tariffs.

If this were to change at any point, a tariff of 10%-25% of the purchase

price could be imposed.

Furthermore, if we are unable to further develop

distribution channels in countries in North America, the Caribbean and South America, EMEA (Europe, the Middle East and Africa), and Asia,

we may not be able to grow our international operations, and our ability to increase our revenue will be negatively impacted.

We believe that our products

are currently exempt from international tariffs.

If this were to change at any point, a tariff of 10%-25% of the purchase price could

If such tariffs are imposed, they could have a materially adverse effect on sales and operating results.

GOVERNMENT REGULATION

COULD RESULT IN INCREASED COSTS AND INABILITY TO SELL OUR PRODUCTS.

Our products are subject to certain mandatory regulatory approvals

in the United States and other regions in which we operate.

In the United States, the Federal Communications Commission regulates

many aspects of communications devices.

Although we have obtained all the necessary Federal Communications Commission and other

required approvals for the products we currently sell, we may not obtain approvals for future products on a timely basis, or at

In addition, regulatory requirements may change, or we may not be able to obtain regulatory approvals from countries other

than the United States in which we may desire to sell products in the future.

UNRESOLVED STAFF COMMENTS

GOVERNMENT REGULATION COULD

RESULT IN INCREASED COSTS AND INABILITY TO SELL OUR PRODUCTS.

Our products are subject to certain mandatory regulatory approvals in the

United States and other regions in which we operate.

In the United States, the Federal Communications Commission regulates many aspects

of communications devices.

Although we have obtained all the necessary Federal Communications Commission and other required approvals

for the products we currently sell, we may not obtain approvals for future products on a timely basis, or at all.

In addition, regulatory

requirements may change, or we may not be able to obtain regulatory approvals from countries other than the United States in which we

may desire to sell products in the future.

UNRESOLVED STAFF

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

What changed 10-K

Item 1A. Risk Factors