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You should also refer to other information contained in this report, including our condensed consolidated financial statements and related notes.
−Removed: The risk factors described below do not contain any material changes from those previously disclosed in Item 1A of our Annual Report on Form 10-K for the fiscal year ended March 31, 2025 .
+Added: The risk factors below provide updates and clarifications to those disclosed in Item 1A of our Annual Report on Form 10-K for the fiscal year ended March 31, 2025.
+Added: Other than these updates, there have been no material changes to our previously disclosed risk factors.
Risk Factor Summary
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● KYEC, Nokia and Cadence Design Systems account for a significant percentage of our net revenues.
−Removed: If these customers, or any of our other major customers, reduces the amount they purchase, stops purchasing our products or fails to pay us, our financial position and operating results will suffer.
+Added: If these customers, or any of our other major customers, reduce the amount they purchase, stop purchasing our products or fail to pay us, our financial position and operating results will suffer.
● We are reliant on U.S.
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● Our future success is substantially dependent on the successful introduction of new in-place associative computing products which entails significant risks.
−Removed: ● Worldwide inflationary pressures, increased or new tariffs, trade disputes and restrictions, increasing geopolitical tensions, the military conflict in Ukraine, and the challenging global economic environment may adversely affect our revenues, results of operations and financial condition.
+Added: ● Worldwide inflationary pressures, increased or new tariffs, export controls and other trade barriers, trade disputes and increasing geopolitical tensions, the military conflict in Ukraine, and the challenging global economic environment may adversely affect our revenues, results of operations and financial condition.
● We have incurred significant losses and may incur losses in the future.
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Risks Related to Our International Business and Operations
−Removed: ● The international political, social and economic environment, including the imposition of tariffs and resulting consequences and the risks for escalating military conflicts, particularly in Taiwan, may affect our business performance.
+Added: ● The international political, social and economic environment, including the imposition of tariffs and resulting consequences and the risks for escalating military conflicts, particularly in Taiwan given the recent deterioration of relations between the governments of the Peoples Republic of China and Taiwan, may affect our business performance.
● Governmental export and import controls could impair our ability to compete in international markets or subject us to liability if we violate the controls.
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Our quarterly and annual revenues, expenses and operating results have varied significantly and are likely to vary in the future.
−Removed: For example, in the ten fiscal quarters ended September 30, 2025, we recorded net revenues of as much as $6.4 million and as little as $4.6 million, and in nine of those quarters, operating losses from $2.2 million to $6.7 million.
+Added: For example, in the eleven fiscal quarters ended December 31, 2025, we recorded net revenues of as much as $6.4 million and as little as $4.6 million, and in nine of those quarters, operating losses from $2.2 million to $6.9 million.
We therefore believe that period-to-period comparisons of our operating results are not a good indication of our future performance, and you should not rely on them to predict our future performance or the future performance of our stock price.
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If our operating results in future quarters fall below the expectations of market analysts and investors, the price of our common stock could fall.
−Removed: Worldwide inflationary pressures, increased or new tariffs, trade disputes and restrictions, increasing geopolitical tensions, the military conflict in Ukraine, and the challenging global economic environment have caused increased stock market volatility and uncertainty in customer demand and the worldwide economy in general, and we may continue to experience decreased sales and revenues in the future.
−Removed: We expect such impact will in particular affect our SRAM sales and has also impacted the launch of our APU products to some degree and the adoption of RadHard and RadTolerant SRAM products by aerospace and military customers.
+Added: Worldwide inflationary pressures, increased or new tariffs, export controls and other trade barriers, trade disputes and increasing geopolitical tensions, the military conflict in Ukraine, and the challenging global economic environment have caused increased stock market volatility and uncertainty in customer demand and the worldwide economy in general, and we may continue to experience decreased sales and revenues in the future.
+Added: We expect such impact will in particular affect our SRAM sales and has also impacted the launch of our APU products to some
+Added: degree and the adoption of RadHard and RadTolerant SRAM products by aerospace and military customers.
However, the magnitude of such impact on our business and its duration is highly uncertain.
KYEC, Nokia and Cadence Design Systems account for a significant percentage of our net revenues.
−Removed: If these customers, or any of our other major customers, reduces the amount they purchase or stop purchasing our products, our operating results will suffer.
+Added: If these customers, or any of our other major customers, reduce the amount they purchase or stop purchasing our products, our operating results will suffer.
KYEC purchases products through contract manufacturers and distributors.
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Additionally, if we are unable to meet the expectations of market analysts and investors with respect to this major product introduction effort, then the price of our common stock could fall
−Removed: Increased or new tariffs, trade disputes and restrictions, worldwide inflationary pressures, increasing geopolitical tensions, the military conflict in Ukraine, and the resulting challenging global economic environment are expected to adversely affect our revenues, results of operations and financial condition.
−Removed: Our business is expected to be materially adversely affected by increased or new tariffs, trade disputes and restrictions, worldwide inflationary pressures, increasing geopolitical tensions and the military conflict in Ukraine, all of which are contributing to a challenging global economic environment.
−Removed: We expect that a continued rise in interest rates, increased or new tariffs, trade disputes and restrictions, continued inflationary pressures, increasing geopolitical tensions, continued uncertainties in the business climate caused by the military conflict in Ukraine will adversely impact demand for new and existing products, and to impact the mindset of potential commercial partners to launch new products using our technology.
+Added: Increased or new tariffs, export controls and other trade barriers, trade disputes and increasing geopolitical tensions, worldwide inflationary pressures, the military conflict in Ukraine, and the resulting challenging global economic environment are expected to adversely affect our revenues, results of operations and financial condition.
+Added: Our business is expected to be materially adversely affected by increased or new tariffs, export controls and other trade barriers, trade disputes and increasing geopolitical tensions, worldwide inflationary pressures and the military conflict in Ukraine, all of which are contributing to a challenging global economic environment.
+Added: We expect that a continued rise in interest rates, increased or new tariffs, export controls and other trade barriers, trade disputes and increasing geopolitical tensions, worldwide inflationary pressures, continued uncertainties in the business climate caused by the military conflict in Ukraine will adversely impact demand for new and existing products, and to impact the mindset of potential commercial partners to launch new products using our technology.
The resulting challenging global economic environment is expected to have an adverse impact on our business and financial condition.
−Removed: Disruptions in the capital and financial markets as a result of increased or new tariffs, trade disputes and restrictions, worldwide inflationary pressures, increasing geopolitical tensions, the military conflict in Ukraine, and the challenging global economic environment may also adversely affect our ability to obtain additional liquidity should the impacts of a challenging global economic environment continue for a prolonged period.
+Added: Disruptions in the capital and financial markets as a result of increased or new tariffs, export controls and other trade barriers, trade disputes and increasing geopolitical tensions, worldwide inflationary pressures, the military conflict in Ukraine, and the challenging global economic environment may also adversely affect our ability to obtain additional liquidity should the impacts of a challenging global economic environment continue for a prolonged period.
We have incurred significant losses and may incur losses in the future.
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Effective internal control over financial reporting is necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud.
−Removed: Any failure to implement required new or improved controls, or difficulties encountered in their implementation could cause us to
−Removed: fail to meet our reporting obligations.
+Added: Any failure to implement required new or improved controls, or difficulties encountered in their implementation could cause us to fail to meet our reporting obligations.
In addition, any testing by us conducted in connection with Section 404(a) of the Sarbanes-Oxley Act, or any testing by our independent registered public accounting firm, may reveal deficiencies in our internal control over financial reporting that are deemed to be material weaknesses or that may require prospective or retroactive changes to our financial statements or identify other areas for further attention or improvement.
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We test for goodwill impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the asset is more likely than not impaired.
−Removed: If the carrying value of a material asset is determined to be impaired, it will be written down to fair value by a charge to operating earnings.
−Removed: As of March 31, 2025 and September 30, 2025, we had a goodwill balance of $8.0 million and intangible assets of $1.2 million, respectively, from the MikaMonu acquisition.
+Added: If the carrying value of a material
+Added: asset is determined to be impaired, it will be written down to fair value by a charge to operating earnings.
+Added: As of March 31, 2025 and December 31, 2025, we had a goodwill balance of $8.0 million and intangible assets of $1.1 million, respectively, from the MikaMonu acquisition.
An adverse change in market conditions, including a sustained decline in our stock price, loss of significant customers, or a weakened demand for our products could be considered to be an impairment triggering event.
If such change has the effect of changing one of our critical assumptions or estimates, a change to the estimation of fair value could result in an impairment charge to our goodwill or intangible assets, which would negatively impact our operating results and harm our business.
−Removed: There were no impairment indicators at March 31, 2025 or September 30, 2025.
+Added: There were no impairment indicators at March 31, 2025 or December 31, 2025.
We are dependent on a number of single source suppliers, and if we fail to obtain adequate supplies, our business will be harmed and our prospects for growth will be curtailed.
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As a result, the loss or failure to perform by any of these suppliers could adversely affect our business and operating results.
−Removed: Should any of our single source suppliers experience manufacturing failures or yield shortfalls, be disrupted by natural disaster, military action or political instability, choose to prioritize capacity or inventory for other uses or
−Removed: reduce or eliminate deliveries to us for any other reason, we likely will not be able to enforce fulfillment of any delivery commitments and we would have to identify and qualify acceptable replacements from alternative sources of supply.
+Added: Should any of our single source suppliers experience manufacturing failures or yield shortfalls, be disrupted by natural disaster, military action or political instability, choose to prioritize capacity or inventory for other uses or reduce or eliminate deliveries to us for any other reason, we likely will not be able to enforce fulfillment of any delivery commitments and we would have to identify and qualify acceptable replacements from alternative sources of supply.
In particular, if TSMC is unable to supply us with sufficient quantities of wafers to meet all of our requirements, we would have to allocate our products among our customers, which would constrain our growth and might cause some of them to seek alternative sources of supply.
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A significant percentage of our sales are made to distributors and to contract manufacturers who incorporate our products into end products for OEMs.
−Removed: For example, in the six months ended September 30, 2025 and in fiscal 2025, 2024 and 2023, our largest distributor Avnet Logistics accounted for 68.8%, 49.6%, 50.6% and 48.1%, respectively, of our net revenues.
+Added: For example, in the nine months ended December 31, 2025 and in fiscal 2025, 2024 and 2023, our largest distributor Avnet Logistics accounted for 64.0%, 49.6%, 50.6% and 48.1%, respectively, of our net revenues.
Avnet Logistics and our other existing distributors may choose to devote greater resources to marketing and supporting the products of other companies.
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To reduce our costs, we may be required to implement design changes that lower our manufacturing costs, negotiate reduced purchase prices from our independent foundries and our independent assembly and test vendors, and successfully manage our manufacturing and subcontractor relationships.
−Removed: Because we do not operate our own wafer
−Removed: foundry or assembly facilities, we may not be able to reduce our costs as rapidly as companies that operate their own foundries or facilities.
+Added: Because we do not operate our own wafer foundry or assembly facilities, we may not be able to reduce our costs as rapidly as companies that operate their own foundries or facilities.
We are substantially dependent on the continued services and performance of our senior management and other key personnel.
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System security risks, data protection, cyber-attacks and systems integration issues could disrupt our internal operations or the operations of our business partners, and any such disruption could harm our reputation or cause a reduction in our expected revenue, increase our expenses, negatively impact our results of operation or otherwise adversely affect our stock price.
−Removed: Security breaches, computer malware and cyber-attacks have become more prevalent and sophisticated and may increase in the future due to a number of our employees working from home and the potential for retaliatory
−Removed: cyber-attacks as a result of the military conflict in Ukraine.
+Added: Security breaches, computer malware and cyber-attacks have become more prevalent and sophisticated and may increase in the future and the potential for retaliatory cyber-attacks as a result of global geopolitical conditions and military conflicts.
Experienced computer programmers and hackers may be able to penetrate our network security or the network security of our business partners, and misappropriate or compromise our confidential and proprietary information, create system disruptions or cause shutdowns.
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This process involves the exercise of judgment and use of assumptions as to future uncertainties, including end user demand.
−Removed: Inventory levels of our products held by our distributors may exceed or fall below the levels we consider desirable on a going-forward basis.
+Added: Inventory levels of our products held by our distributors may exceed or fall below the
+Added: levels we consider desirable on a going-forward basis.
This could result in distributors returning unsold inventory to us, or in us not having sufficient inventory to meet the demand for our products.
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A small number of customers generally account for a significant portion of our accounts receivable in any period, and if any one of them fails to pay us, our financial position and operating results will suffer.
−Removed: At September 30, 2025, two customers accounted for 45% and 30% of our accounts receivable, respectively.
+Added: At December 31, 2025, three customers accounted for 41%, 34% and 15% of our accounts receivable, respectively.
If any of these customers do not pay us, our financial position and operating results will be harmed.
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Other than the MikaMonu and Sony acquisitions, we have not made any such acquisitions or investments, and therefore our experience as an organization in making such acquisitions and investments is limited.
−Removed: In connection with the MikaMonu acquisition, we are subject to risks related
−Removed: to potential problems, delays or unanticipated costs that may be encountered in the development of products based on the MikaMonu technology and the establishment of new markets and customer relationships for the potential new products.
+Added: In connection with the MikaMonu acquisition, we are subject to risks related to potential problems, delays or unanticipated costs that may be encountered in the development of products based on the MikaMonu technology and the establishment of new markets and customer relationships for the potential new products.
In addition, in connection with any future acquisitions or investments we may make, we face numerous other risks, including:
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Competition for these individuals is intense, and we may not be able to successfully recruit, assimilate or retain sufficiently qualified personnel.
−Removed: We may encounter difficulties in recruiting and retaining a sufficient number of qualified engineers, including those needed for the development and commercialization of our Gemini-II and Plato products.
+Added: We may encounter difficulties in
+Added: recruiting and retaining a sufficient number of qualified engineers, including those needed for the development and commercialization of our Gemini-II and Plato products.
Any difficulties recruiting and retaining engineers could harm our ability to develop new products such as Gemini-II and Plato and adversely impact our relationships with existing and future end-users at a critical stage of development.
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Any significant cancellations or deferrals in the future could materially and adversely affect our business, financial condition and results of operations.
−Removed: Cancellations or deferrals could cause us to hold excess inventory, which could reduce our profit margins, increase product obsolescence and restrict our ability to fund our operations.
+Added: Cancellations or deferrals
+Added: could cause us to hold excess inventory, which could reduce our profit margins, increase product obsolescence and restrict our ability to fund our operations.
We generally recognize revenue upon shipment of products to a customer.
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For example, in the third quarter of fiscal 2024, we incurred approximately $2.4 million in research and development expense associated with a pre-production mask set that will not be used in production as part of the transition to our new 16 nanometer SRAM process technology for our APU2 product.
+Added: We incurred charges of $3.2 million for intellectual property rights that we purchased for our Plato project during the quarter ended December 31, 2025.
We will incur similar expenses in the future as we continue to transition our products to smaller geometry processes.
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These defects could result in a delay in recognition or loss of revenues, loss of market share or failure to achieve market acceptance.
−Removed: These defects may also cause us to incur significant warranty, support and repair costs, divert the attention of our engineering personnel from our product development efforts, result in a loss of market acceptance of our products and harm our relationships with our OEM customers.
+Added: These defects may also cause us to incur significant warranty, support and repair costs, divert the attention of our engineering personnel from our product
+Added: development efforts, result in a loss of market acceptance of our products and harm our relationships with our OEM customers.
Our OEM customers could also seek and obtain damages from us for their losses.
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government and international lists of restricted and prohibited persons, we cannot guarantee that these processes will prevent all violations of export control and sanctions laws.
−Removed: If our channel distributors fail to obtain appropriate import, export, or re-export licenses or permits, we may also be adversely affected, through reputational harm as well as other negative consequences including government
−Removed: investigations and penalties.
+Added: If our channel distributors fail to obtain appropriate import, export, or re-export licenses or permits, we may also be adversely affected, through reputational harm as well as other negative consequences including government investigations and penalties.
We presently incorporate export control and sanctions compliance requirements in our channel distributor agreements.
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For example, political instability or restrictions on transportation logistics for our products resulting from changes in the relationship among the United States, Taiwan and the People’s Republic of China could negatively impact our business.
+Added: There has been a recent deterioration of the relationship between the People’s Republic of China and Taiwan.
Any significant armed conflict related to this matter would be expected to materially and adversely damage our business.
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Our international business exposes us to additional risks.
−Removed: Products shipped to destinations outside of the United States accounted for 38.0%, 60.3%, 47.3% and 51.4% of our net revenues in the six months ended September 30, 2025 and in fiscal 2025, 2024 and 2023, respectively.
+Added: Products shipped to destinations outside of the United States accounted for 45.0%, 60.3%, 47.3% and 51.4% of our net revenues in the nine months ended December 31, 2025 and in fiscal 2025, 2024 and 2023, respectively.
Moreover, a substantial portion of our products are manufactured and tested in Taiwan and the software development for our associative computing products occurs in Israel where there is an evolving military conflict.
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In such an event, we may not be able to obtain alternate foundry capacity on favorable terms, or at all.
−Removed: The recent COVID-19 global pandemic, along with the previous outbreaks of SARS, H1N1 and the Avian Flu, curtailed travel between and within countries, including in the Asia-Pacific region.
+Added: The COVID-19 global pandemic, along with the previous outbreaks of SARS, H1N1 and the Avian Flu, curtailed travel between and within countries, including in the Asia-Pacific region.
Outbreaks of new contagious diseases or the resurgence of existing diseases that significantly affect the Asia-Pacific region could disrupt the operations of our key suppliers and manufacturing partners.
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● market conditions in our industry, the industries of our customers and the economy as a whole.
−Removed: In recent years, the stock market in general, and the market for technology stocks in particular, have experienced extreme price fluctuations, which have often been unrelated to the operating performance of affected companies.
+Added: In recent years, the stock market in general, and the market for technology stocks in particular, have experienced extreme price fluctuations, which have often been unrelated to the operating performance of affected
The market price of our common stock might experience significant fluctuations in the future, including fluctuations unrelated to our performance.
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Our executive officers, directors and entities affiliated with them hold a substantial percentage of our common stock.
−Removed: As of October 31, 2025 , our executive officers, directors and entities affiliated with them beneficially owned approximately 21% of our outstanding common stock.
+Added: As of January 31, 2026 , our executive officers, directors and entities affiliated with them beneficially owned approximately 21% of our outstanding common stock.
As a result, these stockholders will be able to exercise substantial influence over, and may be able to effectively control, matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions, which could have the effect of delaying or preventing a third party from acquiring control over or merging with us.
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These provisions might also prevent changes in our management.
+Added: Unregistered Sales of Equity Securities and Use of Proceeds
+Added: Stock Repurchase Program
+Added: Our Board of Directors has authorized us to repurchase, at management’s discretion, shares of our common stock.
+Added: Under the repurchase program, we may repurchase shares from time to time on the open market or in private transactions.
+Added: The specific timing and amount of the repurchases will be dependent on market conditions, securities law limitations and other factors.
+Added: The repurchase program may be suspended or terminated at any time without prior notice.
+Added: During the quarter ended December 31, 2025, we did not repurchase any of our shares under the repurchase program.
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.