What changed in this filing

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Item 1A. Risk Factors

2023-03-31 compared with 2022-03-31 · 490 added, 589 removed, 1256 unchanged (46% of the section changed)

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of our common shares and warrants.

Refer to “Cautionary Statement Regarding Forward-Looking Statements.”

may not be successful in preventing the material adverse effects that any of the following risks and uncertainties may cause.

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is a summary of material risks, uncertainties and other factors that could have a material effect on the Company and its operations:

industry and the markets in which we operate are highly competitive and increased competitive

pressures could reduce our share of the markets we serve and adversely affect our business,

financial position, results of operations and cash flows;

industry and the markets in which we operate are highly competitive and increased competitive pressures could reduce our share of

the markets we serve and adversely affect our business, financial position, results of operations and cash flows;

are a holding company and depend upon our subsidiary for our cash flows;

may require additional funding for our growth plans, and such funding may result in a dilution

of your investment;

currently are a “controlled company”

within the meaning of Nasdaq Capital Market

rules and the rules of the SEC and, as a result, qualify for exemptions from certain corporate

governance requirements.

You do not have the same protections afforded to stockholders of

other companies that are subject to such requirements;

the voting power of our capital stock continues to be highly concentrated, it may prevent

you and other minority stockholders from influencing significant corporate decisions and

may result in conflicts of interest;

effects of the COVID-19 pandemic have materially affected how we and our customers are operating

our businesses, and the duration and extent to which this will impact our future results

of operations and overall financial performance remains uncertain;

common stock may be delisted under the Holding Foreign Companies Accountable Act if the PCAOB

is unable to inspect our auditor given that they are relying upon support from their China-based

offices, and the delisting of our common stock, or the threat of their being delisted, may

materially and adversely affect the value of your investment;

are dependent upon customer renewals, the addition of new customers, increased revenue from

existing customers and the continued growth of the market for content management, customer

experience management, task and process mining, and robotic process automation;

subscription renewal rates may decrease, and any decrease could harm our future revenue and

operating results;

we do not accurately predict subscription renewal rates or otherwise fail to forecast our

revenue accurately, or if we fail to match our expenditures with corresponding revenue, our

operating results could be adversely affected;

we generally recognize revenue from subscriptions ratably over the term of the agreement,

near term changes in sales may not be reflected immediately in our operating results;

face significant competition from both established and new companies offering digital marketing,

task and process mining, content management, customer experience management, and robotic

process automation, and other related applications, as well as internally developed software,

which may harm our ability to add new customers, retain existing customers and grow our business;

have experienced rapid growth and organizational change in recent periods and expect continued

future growth.

If we fail to manage our growth effectively, we may be unable to execute our

business plan, maintain high levels of service or address competitive challenges adequately;

to effectively develop and expand our digital marketing, task and process mining, content

management, customer experience management, and robotic process automation capabilities could

harm our ability to increase our customer base and achieve broader market acceptance of our

rate of growth of our business depends on the continued participation and level of service

of our third-party partners;

may experience quarterly fluctuations in our operating results due to a number of factors,

which makes our future results difficult to predict and could cause our operating results

to fall below expectations or our guidance;

may require additional funding for our growth plans, and such funding may result in a dilution of your investment;

currently are a “controlled company” within the meaning of Nasdaq Capital Market rules and the rules of the SEC and,

as a result, qualify for exemptions from certain corporate governance requirements.

You do not have the same protections afforded

to stockholders of other companies that are subject to such requirements;

the voting power of our capital stock continues to be highly concentrated, it may prevent you and other minority stockholders from

influencing significant corporate decisions and may result in conflicts of interest;

effects of the COVID-19 pandemic have materially affected how we and our customers are operating our businesses, and the duration

and extent to which this will impact our future results of operations and overall financial performance remains uncertain;

common stock may be delisted under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditor given

that they are relying upon support from their China-based offices, and the delisting of our common stock, or the threat of their

being delisted, may materially and adversely affect the value of your investment;

are dependent upon customer renewals, the addition of new customers, increased revenue from existing customers and the continued

growth of the market for content management, customer experience management, task and process mining, and robotic process automation;

subscription renewal rates may decrease, and any decrease could harm our future revenue and operating results;

we do not accurately predict subscription renewal rates or otherwise fail to forecast our revenue accurately, or if we fail to match

our expenditures with corresponding revenue, our operating results could be adversely affected;

we generally recognize revenue from subscriptions ratably over the term of the agreement, near term changes in sales may not be reflected

immediately in our operating results;

face significant competition from both established and new companies offering digital marketing, task and process mining, content

management, customer experience management, and robotic process automation, and other related applications, as well as internally

developed software, which may harm our ability to add new customers, retain existing customers and grow our business;

have experienced rapid growth and organizational change in recent periods and expect continued future growth.

If we fail to manage

our growth effectively, we may be unable to execute our business plan, maintain high levels of service or address competitive challenges

to effectively develop and expand our digital marketing, task and process mining, content management, customer experience management,

and robotic process automation capabilities could harm our ability to increase our customer base and achieve broader market acceptance

of our software;

rate of growth of our business depends on the continued participation and level of service of our third-party partners;

may experience quarterly fluctuations in our operating results due to a number of factors, which makes our future results difficult

to predict and could cause our operating results to fall below expectations or our guidance;

we fail to maintain our inbound thought leadership position, our business may suffer;

we fail to further enhance our brand and maintain our existing strong brand awareness, our

ability to expand our customer base will be impaired and our financial condition may suffer;

we fail to adapt and respond effectively to rapidly changing technology, evolving industry

standards and changing customer needs or requirements, our software may become less competitive;

we fail to further enhance our brand and maintain our existing strong brand awareness, our ability to expand our customer base will

be impaired and our financial condition may suffer;

we fail to adapt and respond effectively to rapidly changing technology, evolving industry standards and changing customer needs

or requirements, our software may become less competitive;

we fail to offer high-quality customer support, our business and reputation may suffer;

may not be able to scale our business quickly enough to meet our customers’

needs and if we are not able to grow efficiently, our operating results could be harmed;

ability to introduce new products and features is dependent on adequate research and development

If we do not adequately fund our research and development efforts, we may not

be able to compete effectively and our business and operating results may be harmed;

in the sizes or types of businesses that purchase our software or in the applications within

our software purchased or used by our customers could negatively affect our operating results;

have in the past completed acquisitions and may acquire or invest in other companies or technologies

in the future, which could divert management’s attention, fail to meet our expectations,

result in additional dilution to our stockholders, increase expenses, disrupt our operations

or harm our operating results;

our long-term growth strategy involves further expansion of our sales to customers outside

Japan, our business will be susceptible to risks associated with international operations;

we cannot maintain our company culture as we grow, we could lose the innovation, teamwork,

passion and focus on execution that we believe contribute to our success and our business

may be harmed;

rely on our management team and other key employees, and the loss of one or more key employees

could harm our business;

failure to attract and retain additional qualified personnel could prevent us from executing

our business strategy;

may not be able to scale our business quickly enough to meet our customers’ growing needs and if we are not able to grow efficiently,

our operating results could be harmed;

ability to introduce new products and features is dependent on adequate research and development resources.

If we do not adequately

fund our research and development efforts, we may not be able to compete effectively and our business and operating results may be

in the sizes or types of businesses that purchase our software or in the applications within our software purchased or used by our

customers could negatively affect our operating results;

have in the past completed acquisitions and may acquire or invest in other companies or technologies in the future, which could divert

management’s attention, fail to meet our expectations, result in additional dilution to our stockholders, increase expenses,

disrupt our operations or harm our operating results;

our long-term growth strategy involves further expansion of our sales to customers outside Japan, our business will be susceptible

to risks associated with international operations;

we cannot maintain our company culture as we grow, we could lose the innovation, teamwork, passion and focus on execution that we

believe contribute to our success and our business may be harmed;

rely on our management team and other key employees, and the loss of one or more key employees could harm our business;

failure to attract and retain additional qualified personnel could prevent us from executing our business strategy;

Interruptions

or delays in service from our third-party data center providers could impair our ability

to deliver our software to our customers, resulting in customer dissatisfaction, damage to

our reputation, loss of customers, limited growth and reduction in revenue;

our software has outages or fails due to defects or similar problems, and if we fail to correct

any defect or other software problems, we could lose customers, become subject to service

performance or warranty claims or incur significant costs;

are dependent on the continued availability of third-party data hosting and transmission

we do not or cannot maintain the compatibility of our software with third-party applications

that our customers use in their businesses, our revenue will decline;

rely on data provided by third parties, the loss of which could limit the functionality of

our software and disrupt our business;

concerns and end users’

acceptance of Internet behavior tracking may limit the applicability,

use and adoption of our software;

our or our customers’

security measures are compromised or unauthorized access to data

of our customers or their customers is otherwise obtained, our software may be perceived

as not being secure, our customers may be harmed and may curtail or cease their use of our

software, our reputation may be damaged and we may incur significant liabilities;

business may suffer if it is alleged or determined that our technology infringes the intellectual

property rights of others;

we fail to adequately protect our proprietary rights, in Japan and abroad, our competitive

position could be impaired and we may lose valuable assets, experience reduced revenue and

incur costly litigation to protect our rights;

use of “open-source”

software could negatively affect our ability to offer our

software and subject us to possible litigation;

are subject to governmental regulation and other legal obligations, particularly related

to privacy, data protection and information security, and our actual or perceived failure

to comply with such obligations could harm our business.

Compliance with such laws could

also impair our efforts to maintain and expand our customer base, and thereby decrease our

standards that private entities use to regulate the use of email have in the past interfered

with, and may in the future interfere with, the effectiveness of our software and our ability

to conduct business;

federal, state and foreign laws regulate Internet tracking software, the senders of commercial

emails and text messages, website owners and other activities, and could impact the use of

our software and potentially subject us to regulatory enforcement or private litigation;

are subject to governmental export controls and economic sanctions laws that could impair

our ability to compete in international markets and subject us to liability if we are not

in full compliance with applicable laws;

substantial indebtedness could have important adverse consequences and adversely affect our

financial condition;

may be unable to generate sufficient cash flow to satisfy our significant debt service obligations,

which could have a material adverse effect on our business, financial condition and results

of operations;

our level of indebtedness, we and our subsidiary may still be able to incur substantially

more debt, including off-balance sheet financing, contractual obligations and general and

commercial liabilities.

This could further exacerbate the risks to our financial condition

described above;

can be no assurance that we will be able to comply with Nasdaq Capital Market’s continued

listing standards.

or delays in service from our third-party data center providers could impair our ability to deliver our software to our customers,

resulting in customer dissatisfaction, damage to our reputation, loss of customers, limited growth and reduction in revenue;

our software has outages or fails due to defects or similar problems, and if we fail to correct any defect or other software problems,

we could lose customers, become subject to service performance or warranty claims or incur significant costs;

are dependent on the continued availability of third-party data hosting and transmission services;

we do not or cannot maintain the compatibility of our software with third-party applications that our customers use in their businesses,

our revenue will decline;

rely on data provided by third parties, the loss of which could limit the functionality of our software and disrupt our business;

concerns and end users’ acceptance of Internet behavior tracking may limit the applicability, use and adoption of our software;

our or our customers’ security measures are compromised or unauthorized access to data of our customers or their customers

is otherwise obtained, our software may be perceived as not being secure, our customers may be harmed and may curtail or cease their

use of our software, our reputation may be damaged and we may incur significant liabilities;

business may suffer if it is alleged or determined that our technology infringes the intellectual property rights of others;

we fail to adequately protect our proprietary rights, in Japan and abroad, our competitive position could be impaired and we may

lose valuable assets, experience reduced revenue and incur costly litigation to protect our rights;

use of “open-source” software could negatively affect our ability to offer our software and subject us to possible litigation;

are subject to governmental regulation and other legal obligations, particularly related to privacy, data protection and information

security, and our actual or perceived failure to comply with such obligations could harm our business.

Compliance with such laws

could also impair our efforts to maintain and expand our customer base, and thereby decrease our revenue;

standards that private entities use to regulate the use of email have in the past interfered with, and may in the future interfere

with, the effectiveness of our software and our ability to conduct business;

federal, state and foreign laws regulate Internet tracking software, the senders of commercial emails and text messages, website

owners and other activities, and could impact the use of our software and potentially subject us to regulatory enforcement or private

are subject to governmental export controls and economic sanctions laws that could impair our ability to compete in international

markets and subject us to liability if we are not in full compliance with applicable laws;

substantial indebtedness could have important adverse consequences and adversely affect our financial condition;

may be unable to generate sufficient cash flow to satisfy our significant debt service obligations, which could have a material adverse

effect on our business, financial condition and results of operations;

our level of indebtedness, we and our subsidiary may still be able to incur substantially more debt, including off-balance sheet

financing, contractual obligations and general and commercial liabilities.

This could further exacerbate the risks to our financial

condition described above;

can be no assurance that we will be able to comply with Nasdaq Capital Market’s continued listing standards.

On March 12, 2023, Signature Bank was closed by its state chartering authority, the New York State Department of

Financial Services.

On the same date the Federal Deposit Insurance Corporation (“FDIC”) was appointed as receiver and transferred

all customer deposits and substantially all of the assets of Signature Bank to Signature Bridge Bank, N.A., a full-service bank that is

being operated by the FDIC.

The Company automatically became a customer of Signature Bridge Bank, N.A.

as part of this action.

held approximately $4.7 million cash deposits at Signature Bridge Bank, N.A.

as of March 12, 2023.

Normal banking activities resumed on

Monday, March 13, 2023.

Related to Our Business and Strategy

We are a holding company and depend upon our

subsidiary for our cash flows.

We are a holding company.

of our operations are conducted, and almost all of our assets are owned, by our subsidiary.

Consequently, our cash flows and our

ability to meet our obligations depend upon the cash flows of our subsidiary and the payment of funds by this subsidiary

to us in the form of dividends, distributions or otherwise.

The ability of our subsidiary to make any payments to us depends on

their earnings, the terms of their indebtedness, including the terms of any credit facilities and legal restrictions.

Any failure to

receive dividends or distributions from our subsidiary when needed could have a material adverse effect on our business, results

of operations or financial condition.

are a holding company and depend upon our subsidiary for our cash flows.

are a holding company.

All of our operations are conducted, and almost all of our assets are owned, by our subsidiary.

Consequently,

our cash flows and our ability to meet our obligations depend upon the cash flows of our subsidiary and the payment of funds by this

subsidiary to us in the form of dividends, distributions or otherwise.

The ability of our subsidiary to make any payments to us depends

on their earnings, the terms of their indebtedness, including the terms of any credit facilities and legal restrictions.

to receive dividends or distributions from our subsidiary when needed could have a material adverse effect on our business, results of

operations or financial condition.

may require additional funding for our growth plans, and such funding may result in a dilution of your investment.

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Such financing even if obtained,

may be accompanied by conditions that limit our ability to pay dividends or require us to seek lenders’

consent for payment of

dividends, or restrict our freedom to operate our business by requiring lender’s consent for certain corporate actions.

may be accompanied by conditions that limit our ability to pay dividends or require us to seek lenders’ consent for payment of

dividends, or restrict our freedom to operate our business by requiring lender’s consent for certain corporate actions.

if we raise additional funds by way of a rights offering or through the issuance of new shares, any shareholders who are unable or unwilling

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extent to which this will impact our future results of operations and overall financial performance remains uncertain.

December 2019, a novel coronavirus disease (“COVID-19”) was reported to have surfaced in Wuhan, China, and on March 11, 2020,

the World Health Organization characterized COVID-19 as a pandemic.

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employees were required to work from home for several months during the height of the pandemic.

We cancelled or

shifted our customer and industry events to virtual-only experiences.

Although we have begun to slowly re-open our offices on a staggered,

region-by-region basis in accordance with local authority guidelines, we may deem it advisable to similarly alter, postpone or cancel

entirely additional customer, employee or industry events in the future.

We cancelled or shifted

our customer and industry events to virtual-only experiences.

Although we have begun to slowly re-open our offices on a staggered, region-by-region

basis in accordance with local authority guidelines, we may deem it advisable to similarly alter, postpone or cancel entirely additional

customer, employee or industry events in the future.

All of these changes may disrupt the way we operate our business.

In addition, our management team has, and will likely continue, to spend significant time, attention and resources monitoring the pandemic

and seeking to minimize the risk of the virus and manage its effects on our business and workforce.

we were recently formed, our wholly owned operating subsidiary, HeartCore Co., has been operating through the pandemic.

The operations

of HeartCore Co.

have been impacted by a range of external factors related to the pandemic that are not within our control.

for existing customers, the pandemic has not affected their use our software.

As for new customers in the travel, hotel, airline, railroad,

and restaurant industry for the CX division, the pandemic has resulted in a reduction in new orders.

However, as for new customers in

the retail and finance industry for the CX division, orders have increased despite the pandemic, resulting in an overall increase in

sales for the CX division of $2,159,372 for the year ended December 31, 2021 as compared to the year ended December 31, 2020.

the impact of the pandemic on the DX division, large companies were forced to change the way they operate, as employees were forced to

work remotely, which increased the demand for our DX software, but due to the delay in the sales cycle by the pandemic, realization of

sales were delayed resulting in reduction of sales of $363,321 for the year ended December 31, 2021 as compared to the year ended December

We have also lost customers due to the impact of the pandemic.

Our net retention rate of our customers in our digital transformation

business (RPA business) was 45%, 52% and 75% as of December 31, 2021, December 31, 2020 and December 31, 2019, respectively.

The reduction

in the net retention rate was due to a number of small and medium-sized customers cancelling their contracts due to the COVID-19 pandemic.

In addition, our

management team has, and will likely continue, to spend significant time, attention and resources monitoring the pandemic and seeking

to minimize the risk of the virus and manage its effects on our business and workforce.

Although our company has been

in existence for less than two years, our wholly owned operating subsidiary, HeartCore Co.

operated throughout the pandemic and continues

to operate after the pandemic.

HeartCore Co.’s business is affected by a variety of external factors related to the pandemic and

post-pandemic that are beyond our control.

For existing customers, the pandemic had no impact on the use of our software;

for new customers

in the travel, hotel, airline, rail, and food service industries in the CX division, the pandemic resulted in a decrease in new orders.

However, although the pandemic is coming to an end, it will take some time before the economy is fully normalized.

This results in even

lower sales in 2022 than in 2021.

Regarding the impact of the pandemic on the DX sector, demand for our DX software increased as large

companies were forced to change their work patterns, forcing employees to work remotely.

In 2022, after the pandemic, a number of employees

left the company, forcing the company to downsize its operations and resulted in a decline in sales.

During 2022, we started the GO IPO

business, which supports Japanese companies to list on Nasdaq and NYSE in the United States.

As of March 30, 2023, we have entered into

consulting agreements with nine companies to assist them in their IPO process, whereby we are entitled to receive from each company a

consulting fee ranges from $350,000 to $900,000 and warrants or Japanese acquisition rights to purchase one to four percent of the fully-diluted

share capital of such companies that is exercisable on certain dates at an exercise price of $0.01 per share.

The revenue in the GO IPO

business helped to offset the decline in sales in the CX and DX divisions.

duration and extent of the impact from the pandemic depends on future developments that cannot be accurately predicted at this time,

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the extent the pandemic adversely affects our business and financial results, it may also have the effect of heightening many of the

other risks described in this “Risk Factors”

section, including, in particular, risks related to our dependence on customer

other risks described in this “Risk Factors” section, including, in particular, risks related to our dependence on customer

renewals, the addition of new customers and increased revenue from existing customer, risks that our operating results could be negatively

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exchange or in the over the counter trading market in the United States.

financial statements contained in this Annual Report on Form 10-K have been audited by MaloneBailey, LLP, an independent registered public

accounting firm that is headquartered in the United States with offices in Beijing and Shenzhen, China.

MaloneBailey, LLP is a firm registered

with the PCAOB, and is required by the United States laws to undergo regular inspections by the PCAOB to assess its compliance with the

laws of the U.S.

and professional standards.

While MaloneBailey, LLP has been inspected by the PCAOB on a regular basis, no overseas

securities regulator is allowed to directly conduct investigation or evidence collection activities in China according to Article 177

of the PRC Securities Law (last amended in December 2019).

Accordingly, without the consent of the competent PRC securities regulators

and relevant authorities, MaloneBailey, LLP may not provide the documents and materials relating to securities business activities in

China to the PCAOB, an overseas securities regulator under the PRC Securities Law.

As a result, the audit working papers of our financial

statements may not be inspected by the PCAOB, to the extent that the audit work was carried out by MaloneBailey, LLP with the collaboration

of their China-based offices and the PCAOB has not obtained such requisite approval.

Given that MaloneBailey, LLP is relying upon support

from their China-based offices, the trading of our common stock may be prohibited and our common stock may be delisted from Nasdaq Capital

Market or any other U.S.

stock exchange under the HFCA Act if the PCAOB is unable to inspect our auditor.

The prohibition of trading

of our common stock and the delisting of our common stock, or the threat of their being prohibited or delisted, may cause the value of

our common stock to significantly decline or, in extreme cases, become worthless.

March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements

of the HFCA Act.

March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation

requirements of the HFCA Act.

On December 2, 2021, the SEC adopted amendments to finalize such rules.

We will be required to comply with these rules

if the SEC identifies us as having a “non-inspection”

year by evaluating the annual report we file, in which we will identify

the auditor who provide opinions related to the financial statements presented in our annual report, the location where the auditor’s

report has been issued and the PCAOB ID number of such audit firm or branch.

If we have three consecutive non-inspection years, the SEC

will implement the trading prohibition of our common stock through stop orders, and the exact timeline for when the SEC will delist an

issuer after three consecutive non-inspection years remains imprecise.

On June 22, 2021, the United States Senate passed the Accelerating

Holding Foreign Companies Accountable Act, which, if enacted, would decrease the number of non-inspection years from three years to two,

thus reducing the time period before our common stock may be prohibited from trading or delisted.

We will be required to comply

with these rules if the SEC identifies us as having a “non-inspection” year by evaluating the annual report we file, in

which we will identify the auditor who provide opinions related to the financial statements presented in our annual report, the

location where the auditor’s report has been issued and the PCAOB ID number of such audit firm or branch.

If we have three

consecutive non-inspection years, the SEC will implement the trading prohibition of our common stock through stop orders, and the

exact timeline for when the SEC will delist an issuer after three consecutive non-inspection years remain imprecise.

2021, the United States Senate passed the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA”), which, if enacted, would decrease

the number of non-inspection years from three years to two, thus reducing the time period before our common stock may be prohibited

from trading or delisted.

On December 29, 2022, the AHFCAA was signed into law.

On August 26, 2022, the PCAOB

announced and signed a Statement of Protocol (the “Protocol”) with the China Securities Regulatory Commission and the Ministry

of Finance of the People’s Republic of China (together, the “PRC Authorities”).

The Protocol provides the PCAOB with:

(1) sole discretion to select the firms, audit engagements and potential violations it inspects and investigates, without any involvement

of Chinese authorities;

(2) procedures for PCAOB inspectors and investigators to view complete audit work papers with all information

included and for the PCAOB to retain information as needed;

(3) direct access to interview and take testimony from all personnel associated

with the audits the PCAOB inspects or investigates.

On December 15, 2022, the PCAOB

announced in its 2022 HFCA Act Determination Report (the “2022 Report”) its determination that the PCAOB was able to secure

complete access to inspect and investigate audit firms in the People’s Republic of China (PRC), and the PCAOB Board voted to vacate

previous determinations to the contrary.

According to the 2022 Report, this determination was reached after the PCAOB had thoroughly tested

compliance with every aspect of the Protocol necessary to determine complete access, including on-site inspections and investigations

in a manner fully consistent with the PCAOB’s methodology and approach in the U.S.

and globally.

According to the 2022 Report, the

PRC Authorities had fully assisted and cooperated with the PCAOB in carrying out the inspections and investigations according to the Protocol,

and have agreed to continue to assist the PCAOB’s investigations and inspections in the future.

The PCAOB may reassess its determinations

and issue new determinations consistent with the HFCAA at any time.

Our financial statements contained

in this Annual Report on Form 10-K have been audited by MaloneBailey, LLP, an independent registered public accounting firm that is headquartered

in the United States with offices in Beijing and Shenzhen, China.

MaloneBailey, LLP is not among the PCAOB-registered public accounting

firms headquartered in the PRC or Hong Kong that are subject to PCAOB’s determination on December 16, 2021 of having been unable

to inspect or investigate completely.

As of the date of this annual report, we have not been identified by the SEC as a commission-identified

issuer under the HFCA Act.

However, given that MaloneBailey, LLP is relying upon support from their China-based offices, the trading of

our common stock may be prohibited and our common stock may be delisted from Nasdaq Capital Market or any other U.S.

stock exchange under

the HFCA Act if the PCAOB is unable to inspect our auditor.

The prohibition of trading of our common stock and the delisting of our common stock, or the threat of their being

prohibited or delisted, may cause the value of our common stock to significantly decline or, in extreme cases, become worthless.

While the HFCA Act and AHFCAA are not currently applicable to the Company

because MaloneBailey LLP, the Company’s current independent registered public accounting firm, is subject to PCAOB review, if this

changes in the future for any reason, the Company may be subject to the HFCAA and AHFCAA.

The implications of this regulation if the Company

were to become subject to it are uncertain.

Such uncertainty could cause the market price of our common stock to be materially and adversely

affected, and our securities could be delisted or prohibited from being traded on Nasdaq earlier than would be required by the HFCAA and

If our common stock is unable to be listed on another securities exchange by then, such a delisting would substantially impair

your ability to sell or purchase the common stock when you wish to do so, and the risk and uncertainty associated with a potential delisting

would have a negative impact on the price of the common stock.

are dependent upon customer renewals, the addition of new customers, increased revenue from existing customers and the continued growth

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offered by our competitors, adoption and utilization of our services and add-on applications by our customers, adoption of our new software,

customer satisfaction with our services, mergers and acquisitions affecting our customer base, reductions in our customers’

customer satisfaction with our services, mergers and acquisitions affecting our customer base, reductions in our customers’ spending

levels or declines in customer activity as a result of economic downturns or uncertainty in financial markets.

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competitors include:

task and process mining vendors;

email marketing software vendors;

content management system providers;

customer experience management system\ providers;

robotic process automation vendors;

cloud-based marketing automation providers;

large-scale enterprise suites;

customer service software providers;

Customer experience management systems.

and process mining vendors;

marketing software vendors;

management system providers;

experience management system\ providers;

process automation vendors;

marketing automation providers;

enterprise suites;

service software providers;

experience management systems.

addition, instead of using our software, some prospective customers may elect to combine disparate point applications, such as content

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business, operating results and financial condition.

expect continued future growth and if we fail to manage our growth effectively, we may be unable to execute our business plan,

maintain high levels of service or address competitive challenges adequately.

expect continued future growth and if we fail to manage our growth effectively, we may be unable to execute our business plan, maintain

high levels of service or address competitive challenges adequately.

head count and operations have grown.

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Form 10-K, factors that may affect our quarterly operating results include the following:

in spending on marketing, task and process mining, content management, customer experience

management, and robotic process automation software by our current or prospective customers;

our software subscriptions effectively so that we are able to attract and retain customers

without compromising our profitability;

new customers for our marketing, sales, customer service, and content management software,

increasing our existing customers’

use of our software and providing our customers

with excellent customer support;

in spending on marketing, task and process mining, content management, customer experience management, and robotic process automation

software by our current or prospective customers;

our software subscriptions effectively so that we are able to attract and retain customers without compromising our profitability;

new customers for our marketing, sales, customer service, and content management software, increasing our existing customers’

use of our software and providing our customers with excellent customer support;

renewal rates and the amounts for which agreements are renewed;

awareness of our thought leadership and brand;

in the competitive dynamics of our market, including consolidation among competitors or customers

and the introduction of new products or product enhancements;

in the competitive dynamics of our market, including consolidation among competitors or customers and the introduction of new products

or product enhancements;

to the commission plans, quotas and other compensation-related metrics for our sales representatives;

amount and timing of payment for operating expenses, particularly research and development,

sales and marketing expenses and employee benefit expenses;

amount and timing of costs associated with recruiting, training and integrating new employees

while maintaining our company culture;

ability to manage our existing business and future growth, including increases in the number

of customers on our software and the introduction and adoption of our software in new markets

outside of the United States;

costs and expenses related to the expansion of our business, operations and infrastructure,

including disruptions in our hosting network infrastructure and privacy and data security;

amount and timing of payment for operating expenses, particularly research and development, sales and marketing expenses and employee

benefit expenses;

amount and timing of costs associated with recruiting, training and integrating new employees while maintaining our company culture;

ability to manage our existing business and future growth, including increases in the number of customers on our software and the

introduction and adoption of our software in new markets outside of the United States;

costs and expenses related to the expansion of our business, operations and infrastructure, including disruptions in our hosting

network infrastructure and privacy and data security;

currency exchange rate fluctuations;

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and development costs.

If we are unable to develop new applications that address our customers’

needs, or to enhance and improve

If we are unable to develop new applications that address our customers’ needs, or to enhance and improve

our software in a timely manner, we may not be able to maintain or increase market acceptance of our software.

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or potential customers may be harmed.

may not be able to scale our business quickly enough to meet our customers’

growing needs and if we are not able to grow efficiently,

may not be able to scale our business quickly enough to meet our customers’ growing needs and if we are not able to grow efficiently,

our operating results could be harmed.

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Even if we are

able to upgrade our systems and expand our staff, any such expansion will be expensive and complex, requiring management’s time

and attention.

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amount of funds on their research and development programs, and those that do not may be acquired by larger companies that would allocate

greater resources to our competitors’

research and development programs.

greater resources to our competitors’ research and development programs.

Our failure to maintain adequate research and development

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Our gross margins can vary depending on numerous factors related to the implementation

and use of our software, including the sophistication and intensity of our customers’

use of our software and the level of professional

and use of our software, including the sophistication and intensity of our customers’ use of our software and the level of professional

services and support required by a customer.

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results could be adversely affected.

may acquire or invest in other companies or technologies in the future, which could divert management’s attention, fail to meet

our expectations, result in additional dilution to our stockholders, increase expenses, disrupt our operations or harm our operating

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operations and future initiatives will involve a variety of risks, including:

● difficulties

in maintaining our company culture with a dispersed and distant workforce;

stringent regulations relating to data security and the unauthorized use of, or access to,

commercial and personal information;

timing of our sales with our international clients and related revenue recognition is difficult

to predict because of the length and unpredictability of the sales cycle for these clients;

stringent regulations relating to data security and the unauthorized use of, or access to, commercial and personal information;

timing of our sales with our international clients and related revenue recognition is difficult to predict because of the length

and unpredictability of the sales cycle for these clients;

changes in regulatory requirements, taxes or trade laws;

labor regulations where labor laws are generally more advantageous to employees as compared

to Japan, including deemed hourly wage and overtime regulations in these locations;

inherent in efficiently managing an increased number of employees, including remote employees,

over large geographic distances, including the need to implement appropriate systems, policies,

benefits and compliance programs;

● difficulties

in managing a business in new markets with diverse cultures, languages, customs, legal systems,

alternative dispute systems and regulatory systems;

exchange rate fluctuations and the resulting effect on our revenue and expenses, and the

cost and risk of entering into hedging transactions if we chose to do so in the future;

labor regulations where labor laws are generally more advantageous to employees as compared to Japan, including deemed hourly wage

and overtime regulations in these locations;

inherent in efficiently managing an increased number of employees, including remote employees, over large geographic distances, including

the need to implement appropriate systems, policies, benefits and compliance programs;

in managing a business in new markets with diverse cultures, languages, customs, legal systems, alternative dispute systems and regulatory

exchange rate fluctuations and the resulting effect on our revenue and expenses, and the cost and risk of entering into hedging transactions

if we chose to do so in the future;

economic uncertainty caused by global political events;

● limitations

on our ability to reinvest earnings from operations in one country to fund the capital needs

of our operations in other countries;

on our ability to reinvest earnings from operations in one country to fund the capital needs of our operations in other countries;

or insufficient intellectual property protection;

instability or terrorist activities;

of potential or actual violations of domestic and international anticorruption laws, such

Foreign Corrupt Practices Act and the U.K.

of potential or actual violations of domestic and international anticorruption laws, such as the U.S.

Foreign Corrupt Practices Act

Bribery Act, or of U.S.

and international

export control and sanctions regulations, which likelihood may increase with an increase

of sales or operations in foreign jurisdictions and operations in certain industries;

tax burdens and foreign exchange controls that could make it difficult to repatriate earnings

and international export control and sanctions regulations, which likelihood may increase with

an increase of sales or operations in foreign jurisdictions and operations in certain industries;

tax burdens and foreign exchange controls that could make it difficult to repatriate earnings and cash.

inexperience in operating our business internationally increases the risk that any potential future expansion efforts that we may undertake

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face exposure to movements in currency exchange rates, which may cause our revenue and operating results to differ materially from expectations.

As we have expanded our international operations, our exposure to exchange rate fluctuations has increased, in particular

with respect to the British Pound Sterling and Japanese Yen.

As exchange rates vary, revenue, cost of revenue, operating expenses and

other operating results, when re-measured, may differ materially from expectations.

In addition, our operating results are subject to

fluctuation if our mix of U.S.

As we have expanded our international operations, our exposure to exchange rate fluctuations has increased, in particular with respect

to the British Pound Sterling and Japanese Yen.

As exchange rates vary, revenue, cost of revenue, operating expenses and other operating

results, when re-measured, may differ materially from expectations.

In addition, our operating results are subject to fluctuation if

our mix of U.S.

and foreign currency denominated transactions and expenses changes in the future.

Furthermore, global

political events, including Brexit and similar geopolitical developments, fluctuating commodity prices and trade tariff developments,

have caused global economic uncertainty, which could amplify the volatility of currency fluctuations.

Such volatility, even when it increases

our revenues or decreases our expenses, impacts our ability to predict our future results and earnings accurately.

Although we may apply

certain strategies to mitigate foreign currency risk, these strategies might not eliminate our exposure to foreign exchange rate fluctuations

and would involve costs and risks of their own, such as ongoing management time and expertise, external costs to implement the strategies

and potential accounting implications.

Additionally, as we anticipate growing our business further outside of the United States, the

effects of movements in currency exchange rates will increase as our transaction volume outside of the United States increases.

Furthermore, global political events,

including Brexit and similar geopolitical developments, fluctuating commodity prices and trade tariff developments, have caused global

economic uncertainty, which could amplify the volatility of currency fluctuations.

Such volatility, even when it increases our revenues

or decreases our expenses, impacts our ability to predict our future results and earnings accurately.

Although we may apply certain strategies

to mitigate foreign currency risk, these strategies might not eliminate our exposure to foreign exchange rate fluctuations and would

involve costs and risks of their own, such as ongoing management time and expertise, external costs to implement the strategies and potential

accounting implications.

Additionally, as we anticipate growing our business further outside of the United States, the effects of movements

in currency exchange rates will increase as our transaction volume outside of the United States increases.

global economic conditions may harm our industry, business and results of operations.

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If economic conditions in Europe and other key markets for our software continue to remain uncertain or deteriorate

further, it could adversely affect our customers’

ability or willingness to subscribe to our software, delay prospective customers’

further, it could adversely affect our customers’ ability or willingness to subscribe to our software, delay prospective customers’

purchasing decisions, reduce the value or duration of their subscriptions or affect renewal rates, all of which could harm our operating

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certificate of incorporation and bylaws provides that state or federal court located within the state of Delaware will be the sole and

exclusive forum for substantially all disputes between us and our shareholders, which could limit its stockholders’

exclusive forum for substantially all disputes between us and our shareholders, which could limit its stockholders’ ability to

obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.

21 of our certificate of incorporation and Section 7.4 of our bylaws provides that “[u]nless the corporation consents in writing

to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf

of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of

the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any

provision of the DGCL, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be a state or federal court

located in the county in which the principal office of the corporation in the State of Delaware is established, in all cases subject

to the court’s having personal jurisdiction over the indispensable parties named as defendants.

Notwithstanding the foregoing,

the exclusive forum provision will not apply to suits brought to enforce any liability or duty created by the Exchange of 1934, as amended,

the Securities Act of 1933, as amended, or any claim for which the federal courts have exclusive or concurrent jurisdiction.”

the Securities Act of 1933, as amended, or any claim for which the federal courts have exclusive or concurrent jurisdiction.” Therefore,

the exclusive forum provision in our certificate of incorporation and our bylaws will not relieve us of our duty to comply with the federal

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laws, rules and regulations.

exclusive forum provision may limit a shareholder’s ability to bring a claim in a judicial forum of its choosing for disputes with

us or our directors, officers or other employees, which may discourage lawsuits against us or our directors, officers or other employees.

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However, the enforceability

of similar exclusive forum provisions in other companies’

certificates of incorporation have been challenged in legal proceedings,

of similar exclusive forum provisions in other companies’ certificates of incorporation have been challenged in legal proceedings,

and it is possible that a court could find this type of provision to be inapplicable to, or unenforceable in respect of, one or more

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shareholder lawsuits that might otherwise benefit the Company and its shareholders.

7.4 of our bylaws provides that “[i]f any action is brought by any party against another party, relating to or arising out of these

Bylaws, or the enforcement hereof, the prevailing party shall be entitled to recover from the other party reasonable attorneys’

fees, costs and expenses incurred in connection with the prosecution or defense of such action.”

bylaws provide that for this section, the term “attorneys’

or “attorneys’

fees and costs”

7.4 of our bylaws provides that “[i]f any action is brought by any party against another party, relating to or arising out of these

Bylaws, or the enforcement hereof, the prevailing party shall be entitled to recover from the other party reasonable attorneys’

fees, costs and expenses incurred in connection with the prosecution or defense of such action.”

bylaws provide that for this section, the term “attorneys’ fees” or “attorneys’ fees and costs” means

the fees and expenses of counsel to the Company and any other parties asserting a claim subject to Section 7.4 of the bylaws, which may

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We intend to apply the fee-shifting provision

broadly to all actions except for claims brought under

the Exchange Act and Securities Act .

broadly to all actions except for claims brought under the Exchange Act and Securities Act.

is no set level of recovery required to be met by a plaintiff to avoid payment under this provision.

Instead, whoever is the prevailing

party is entitled to recover the reasonable attorneys’

fees, costs and expenses incurred in connection with the prosecution or

party is entitled to recover the reasonable attorneys’ fees, costs and expenses incurred in connection with the prosecution or

defense of such action.

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you do not, in a judgment prevail, you will be obligated to reimburse us for all reasonable costs and expenses incurred in connection

with such claim, including, but not limited to, reasonable attorney’s fees and expenses and costs of appeal, if any.

Additionally,

this provision in Section 7.4 of our bylaws could discourage shareholder lawsuits that might otherwise benefit the Company and its shareholders.

FEE SHIFTING PROVISION CONTAINED IN THE BYLAWS IS NOT INTENDED TO BE DEEMED A WAIVER BY ANY HOLDER OF COMMON STOCK OF THE COMPANY’S

COMPLIANCE WITH THE U.S.

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technology personnel because of the complexity of our software, technologies and infrastructure.

We may terminate any employee’s

employment at any time, with or without cause, and any employee may resign at any time, with or without cause (In Japan, termination

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we serve ancillary functions for our customers from third-party data center hosting facilities operated by Amazon, with a backup facility

Our operations depend, in part, on our third-party facility providers’

abilities to protect these facilities against

Our operations depend, in part, on our third-party facility providers’ abilities to protect these facilities against

damage or interruption from natural disasters, such as earthquakes and hurricanes, actual or threatened public health emergency (e.g.,

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the past, we have experienced software outages caused by power supply failures.

Although no data

was lost due to the outages, our customers experienced disruptions in using our software as our website stopped operating as well as

our marketing campaigns, e-mail newsletters and other functions were shut down.

Notwithstanding, the outages were short in duration and

we are not aware of any negative customer reviews and negative press as a result of the outages.

We believe there was no significant

damage to our customer relationships, reputation and brand due to these outages.

We believe the outage did not compromise our ability

to meet customer expectations, manage our software, or meet our operating efficiency and profitability goals.

Although no data was lost due to the outages, our customers

experienced disruptions in using our software as our website stopped operating as well as our marketing campaigns, e-mail newsletters

and other functions were shut down.

Notwithstanding, the outages were short in duration and we are not aware of any negative customer

reviews and negative press as a result of the outages.

We believe there was no significant damage to our customer relationships, reputation

and brand due to these outages.

We believe the outage did not compromise our ability to meet customer expectations, manage our software,

or meet our operating efficiency and profitability goals.

or errors could result in product outages and could also cause inaccuracies in the data we collect and process for our customers, or

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addition, third-party apps and features on our software may not meet the same quality standards that we apply to our own development

efforts and, to the extent they contain bugs, vulnerabilities or defects, they may create disruptions in our customers’

efforts and, to the extent they contain bugs, vulnerabilities or defects, they may create disruptions in our customers’ use of

our products, lead to data loss, unauthorized access to customer data, damage our brand and reputation and affect the continued use of

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These third parties could also interpret

our, or our service providers’, data collection policies or practices as being inconsistent with their policies, which could result

in the loss of our ability to collect this data for our customers.

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and harm our reputation and brand.

concerns and end users’

acceptance of Internet behavior tracking may limit the applicability, use and adoption of our software.

concerns and end users’ acceptance of Internet behavior tracking may limit the applicability, use and adoption of our software.

concerns may cause end users to resist providing the personal data necessary to allow our customers to use our software effectively.

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burdens on us.

The costs of compliance with, and other burdens imposed by these groups’

policies and actions may limit the use

The costs of compliance with, and other burdens imposed by these groups’ policies and actions may limit the use

and adoption of our software and reduce overall demand for it, or lead to significant fines, penalties or liabilities for any noncompliance

or loss of any such action.

our or our customers’

security measures are compromised or unauthorized access to data of our customers or their customers is otherwise

our or our customers’ security measures are compromised or unauthorized access to data of our customers or their customers is otherwise

obtained, our software may be perceived as not being secure, our customers may be harmed and may curtail or cease their use of our software,

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operations involve the storage and transmission of data of our customers and their customers, including personally identifiable information.

Our storage is typically the sole source of record for portions of our customers’

businesses and end user data, such as initial

Our storage is typically the sole source of record for portions of our customers’ businesses and end user data, such as initial

contact information and online interactions.

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such as vendors or developers, violate applicable laws, our security policies or our acceptable use policy, such violations may also

put our customers’

information at risk and could in turn have an adverse effect on our business.

put our customers’ information at risk and could in turn have an adverse effect on our business.

In addition, if the security measures

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As we increase our customer base and our brand becomes more widely known and recognized,

we may become more of a target for third parties seeking to compromise our security systems or gain unauthorized access to our customers’

Additionally, we provide extensive access to our database, which stores our customer data, to our development team to facilitate

our rapid pace of product development.

If such access or our own operations cause the loss, damage or destruction of our customers’

business data, their sales, lead generation, support and other business operations may be permanently harmed.

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Moreover, in recent years, individuals and groups that are non-practicing entities, commonly referred

to as “patent trolls,”

have purchased patents and other intellectual property assets for the purpose of making claims of

to as “patent trolls,” have purchased patents and other intellectual property assets for the purpose of making claims of

infringement in order to extract settlements.

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of claims that our services and/or software and underlying technology infringe or violate the intellectual property rights of others.

Responding to such claims, regardless of their merit, can be time consuming, costly to defend in litigation, divert management’s

attention and resources, damage our reputation and brand and cause us to incur significant expenses.

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our subscription agreements with our customers, we generally do not agree to indemnify our customers against any losses or costs incurred

in connection with claims by a third party alleging that a customer’s use of our services or software infringes the intellectual

property rights of the third party.

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into our software and offerings, or injure our reputation.

use of “open-source”

software could negatively affect our ability to offer our software and subject us to possible litigation.

substantial portion of our cloud-based software incorporates so-called “open source”

software, and we may incorporate additional

use of “open-source” software could negatively affect our ability to offer our software and subject us to possible litigation.

substantial portion of our cloud-based software incorporates so-called “open source” software, and we may incorporate additional

open-source software in the future.

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handling of data is subject to a variety of laws and regulations, including regulation by various government agencies, including the

Ministry of Internal Affairs and Communications, Personal Information Protection Commission Japan (the “PPCJ”), the U.S.

Federal Trade Commission (the “FTC”), and various state, local and foreign agencies.

Ministry of Internal Affairs and Communications, Personal Information Protection Commission Japan (the “PPCJ”), the U.S.

Federal Trade Commission (the “FTC”), and various state, local and foreign agencies.

We collect personally identifiable information

and other data from our customers and leads.

We also handle personally identifiable information about our customers’

We also handle personally identifiable information about our customers’ customers.

We use this information to provide services to our customers, to support, expand and improve our business.

We may also share customers’

personally identifiable information with third parties as authorized by the customer or as described in our privacy policy.

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and regulations concerning privacy, data protection and information security are evolving, and changes to such laws and regulations could

require us to change features of our software or restrict our customers’

ability to collect and use email addresses, page viewing

require us to change features of our software or restrict our customers’ ability to collect and use email addresses, page viewing

data and personal information, which may reduce demand for our software.

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data privacy laws and regulations could harm our ability to successfully operate our business and pursue our business goals.

California recently enacted the California Consumer Privacy Act (the “CCPA”) that, among other things, require covered companies

to provide new disclosures to California consumers and afford such consumers new abilities to opt-out of certain sales of personal information.

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Additionally,

a new California ballot initiative, the California Privacy Rights Act (the “CPRA”) was passed in November 2020.

starting on January 1, 2023, the CPRA imposes additional obligations on companies covered by the legislation and will significantly modify

the CCPA, including by expanding consumers’

rights with respect to certain sensitive personal information.

The CPRA also creates

a new state agency that will be vested with authority to implement and enforce the CCPA and the CPRA.

The effects of the CCPA and the

CPRA are potentially significant and may require us to modify our data collection or processing practices and policies and to incur substantial

costs and expenses in an effort to comply and increase our potential exposure to regulatory enforcement and/or litigation.

a new California ballot initiative, the California Privacy Rights Act (the “CPRA”) was passed in November 2020 and became

effective starting on January 1, 2023, the CPRA imposes additional obligations on companies covered by the legislation and will significantly

modify the CCPA, including by expanding consumers’ rights with respect to certain sensitive personal information.

The CPRA also

creates a new state agency that will be vested with authority to implement and enforce the CCPA and the CPRA.

The effects of the CCPA

and the CPRA are potentially significant and may require us to modify our data collection or processing practices and policies and to

incur substantial costs and expenses in an effort to comply and increase our potential exposure to regulatory enforcement and/or litigation.

other state laws impose similar privacy obligations and we also expect anticipate that more states to may enact legislation similar to

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could result in increased compliance costs and/or changes in business practices and policies.

addition, on March 2, 2021, Virginia enacted the Consumer Data Protection Act (the “CDPA”).

The CDPA will become effective

January 1, 2023.

The CDPA will regulate how businesses (which the CDPA refers to as “controllers”) collect and share personal

While the CDPA incorporates many similar concepts of the CCPA and CPRA, there are also several key differences in the scope,

application, and enforcement of the law that will change the operational practices of controllers.

The new law will impact how controllers

collect and process personal sensitive data, conduct data protection assessments, transfer personal data to affiliates, and respond to

consumer rights requests.

addition, on March 2, 2021, Virginia enacted the Consumer Data Protection Act (the “CDPA”), which become effective on January

The CDPA regulates how businesses (which the CDPA refers to as “controllers”) collect and share personal information.

While the CDPA incorporates many similar concepts of the CCPA and CPRA, there are also several key differences in the scope, application,

and enforcement of the law that will change the operational practices of controllers.

The new law impacts how controllers collect and

process personal sensitive data, conduct data protection assessments, transfer personal data to affiliates, and respond to consumer rights

addition, several foreign jurisdictions, including the European Union and Canada, have regulations dealing with the collection and use

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a pre-checked opt-in is insufficient to constitute a valid active consumer consent to cookie storage.

In order to obtain “the adequate

protection”

status under the European Union’s General Data Protection Regulation (the “GDPR”), the Japanese laws

In order to obtain “the adequate

protection” status under the European Union’s General Data Protection Regulation (the “GDPR”), the Japanese laws

and regulations in this area were amended as much as practically possible by January 23, 2019 and thus the collection, use and transfer

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and risk upon our business and which may increase substantially the penalties to which we could be subject in the event of any non-compliance.

In addition, further to the United Kingdom’s exit from the European Union on January 31, 2020, the GDPR ceased to apply in the

United Kingdom at the end of the transition period on December 31, 2020.

However, as of January 1, 2021, the United Kingdom’s European

Union (Withdrawal) Act 2018 incorporated the GDPR (as it existed on December 31, 2020 but subject to certain United Kingdom specific

amendments) into United Kingdom law (the “UK GDPR”).

The UK GDPR and the UK Data Protection Act 2018 set out the United Kingdom’s

data protection regime, which is independent from but aligned to the European Union’s data protection regime.

amendments) into United Kingdom law (the “UK GDPR”).

The UK GDPR and the UK Data Protection Act 2018 set out the United Kingdom’s

data protection regime, which is independent from but aligned to the European Union’s data protection regime.

Non-compliance with

the UK GDPR may result in monetary penalties of up to £17.5 million or 4% of worldwide revenue, whichever is higher.

Kingdom, however, is now regarded as a third country under the European Union’s GDPR which means that transfers of personal data

the UK GDPR may result in monetary penalties of up to £17.5 million or 4% of worldwide revenue, whichever is higher.

Kingdom, however, is now regarded as a third country under the European Union’s GDPR which means that transfers of personal data

from the European Economic Area to the United Kingdom will be restricted unless an appropriate safeguard, as recognized by the European

Union’s GDPR, has been put in place.

However, under the EU-UK Trade Cooperation Agreement it is lawful to transfer personal data

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Union to the United States, as a successor to the Safe Harbor framework that was invalidated by the European Court of Justice in October

On July 16, 2020, the European Court of Justice invalidated the EU–US Privacy Shield ruling that it failed to offer adequate

protections for European Union personal data transferred to the United States.

The European Court of Justice, in the same decision, deemed

that the Standard Contractual Clauses (“SCCs”), approved by the European Commission for transfers of personal data between

European Union controllers and non-European Union processors are valid, however the European Court of Justice deemed that transfers made

pursuant to the SCCs need to be analyzed on a case-by-case basis to ensure the European Union’s standards of data protection are

Our customer agreements include SCCs.

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Moreover, if future laws and regulations limit

our subscribers’

ability to use and share personal information or our ability to store, process and share personal information,

our subscribers’ ability to use and share personal information or our ability to store, process and share personal information,

demand for our solutions could decrease, our costs could increase, and our business, results of operations and financial condition could

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other appropriate actions for illegal use, customers may nonetheless engage in prohibited activities or upload or store content with

us in violation of applicable law or the customer’s own policies, which could subject us to liability or harm our reputation.

customers may upload, store, or use content on our software that may violate our policy on acceptable use which prohibits content that

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federal statutes may apply to us with respect to various customer activities:

Digital Millennium Copyright Act of 1998 (“DMCA”) provides recourse for owners

of copyrighted material who believe that their rights under U.S.

infringed on the Internet.

Under the DMCA, based on our current business activity as an Internet

service provider that does not own or control website content posted by our customers, we

generally are not liable for infringing content posted by our customers or other third parties,

provided that we follow the procedures for handling copyright infringement claims set forth

Generally, if we receive a proper notice from, or on behalf, of a copyright

owner alleging infringement of copyrighted material located on websites we host, and we fail

to expeditiously remove or disable access to the allegedly infringing material or otherwise

fail to meet the requirements of the safe harbor provided by the DMCA, the copyright owner

may seek to impose liability on us.

Technical mistakes in complying with the detailed DMCA

take-down procedures could subject us to liability for copyright infringement.

Communications Decency Act of 1996 (the “CDA”) generally protects online service

providers, such as us, from liability for certain activities of their customers, such as

the posting of defamatory or obscene content, unless the online service provider is participating

in the unlawful conduct.

Under the CDA, we are generally not responsible for the customer-created

content hosted on our servers.

Consequently, we do not monitor hosted websites or prescreen

the content placed by our customers on their sites.

However, the CDA does not apply in foreign

jurisdictions and we may nonetheless be brought into disputes between our customers and third

parties which would require us to devote management time and resources to resolve such matters

and any publicity from such matters could also have an adverse effect on our reputation and

therefore our business.

addition to the CDA, the Securing the Protection of our Enduring and Established Constitutional

Heritage Act (the “SPEECH Act”) provides a statutory exception to the enforcement

Digital Millennium Copyright Act of 1998 (“DMCA”) provides recourse for owners of copyrighted material who believe that

their rights under U.S.

Under the DMCA, based on our current business activity

as an Internet service provider that does not own or control website content posted by our customers, we generally are not liable

for infringing content posted by our customers or other third parties, provided that we follow the procedures for handling copyright

infringement claims set forth in the DMCA.

Generally, if we receive a proper notice from, or on behalf, of a copyright owner alleging

infringement of copyrighted material located on websites we host, and we fail to expeditiously remove or disable access to the allegedly

infringing material or otherwise fail to meet the requirements of the safe harbor provided by the DMCA, the copyright owner may seek

to impose liability on us.

Technical mistakes in complying with the detailed DMCA take-down procedures could subject us to liability

for copyright infringement.

Communications Decency Act of 1996 (the “CDA”) generally protects online service providers, such as us, from liability

for certain activities of their customers, such as the posting of defamatory or obscene content, unless the online service provider

is participating in the unlawful conduct.

Under the CDA, we are generally not responsible for the customer-created content hosted

on our servers.

Consequently, we do not monitor hosted websites or prescreen the content placed by our customers on their sites.

However, the CDA does not apply in foreign jurisdictions and we may nonetheless be brought into disputes between our customers and

third parties which would require us to devote management time and resources to resolve such matters and any publicity from such

matters could also have an adverse effect on our reputation and therefore our business.

addition to the CDA, the Securing the Protection of our Enduring and Established Constitutional Heritage Act (the “SPEECH Act”)

provides a statutory exception to the enforcement by a U.S.

court of a foreign judgment for defamation under certain circumstances.

the exception applies if the defamation law applied in the foreign court did not provide

at least as much protection for freedom of speech and press as would be provided by the First

Amendment of the U.S.

Constitution or by the constitution and law of the state in which the

court is located, or if no finding of defamation would be supported under the First

Amendment of the U.S.

Constitution or under the constitution and law of the state in which

Generally, the exception applies if the defamation law applied in the foreign court did not provide at least as much protection for

freedom of speech and press as would be provided by the First Amendment of the U.S.

Constitution or by the constitution and law of

the state in which the U.S.

court is located, or if no finding of defamation would be supported under the First Amendment of the

Constitution or under the constitution and law of the state in which the U.S.

court is located.

Although the SPEECH Act may protect us from the enforcement of

foreign judgments in the United States, it does not affect the enforceability of the judgment

Although the SPEECH Act may

protect us from the enforcement of foreign judgments in the United States, it does not affect the enforceability of the judgment

in the foreign country that issued the judgment.

Given our international presence, we may

therefore, nonetheless, have to defend against or comply with any foreign judgments made

against us, which could take up substantial management time and resources and damage our

Japan, the statute which provides similar protection is the Provide Liability Limitation

Act (the law No, 137 of 2001, as amended).

This law provides for the limitation of liability

on Internet service providers and the rights of persons whose copyrights or privacy have

been infringed or who were subject to defamation on the Internet, to request disclosure of

relevant information on the sender of such infringing materials.

Under this law, based on

our current business activity as an Internet service provider that does not own or control

website content posted by our customers, we generally are not liable for infringing content

posted by our customers or other third parties, provided that we meet the requirements under

Given our international presence, we may therefore, nonetheless, have to defend

against or comply with any foreign judgments made against us, which could take up substantial management time and resources and damage

our reputation.

Japan, the statute which provides similar protection is the Provide Liability Limitation Act (the law No, 137 of 2001, as amended).

This law provides for the limitation of liability on Internet service providers and the rights of persons whose copyrights or privacy

have been infringed or who were subject to defamation on the Internet, to request disclosure of relevant information on the sender

of such infringing materials.

Under this law, based on our current business activity as an Internet service provider that does not

own or control website content posted by our customers, we generally are not liable for infringing content posted by our customers

or other third parties, provided that we meet the requirements under this law.

these statutes and case law in the United States have generally shielded us from liability for customer activities to date, court rulings

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Also, notwithstanding the exculpatory language of these bodies of law, we may become involved in complaints and lawsuits which, even

if ultimately resolved in our favor, add cost to our doing business and may divert management’s time and attention.

Finally, other

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Some of these entities

maintain “blacklists”

of companies and individuals, and the websites, internet service providers and internet protocol addresses

maintain “blacklists” of companies and individuals, and the websites, internet service providers and internet protocol addresses

associated with those entities or individuals that do not adhere to those standards of conduct or practices for commercial email solicitations

that the blacklisting entity believes are appropriate.

If a company’s internet protocol addresses are listed by a blacklisting

entity, emails sent from those addresses may be blocked if they are sent to any internet domain or internet address that subscribes to

the blacklisting entity’s service or purchases its blacklist.

time to time, some of our internet protocol addresses may become listed with one or more blacklisting entities due to the messaging practices

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type could interfere with our ability to market our software and services and communicate with our customers and, because we fulfill

email delivery on behalf of our customers, could undermine the effectiveness of our customers’

email marketing campaigns, all of

email delivery on behalf of our customers, could undermine the effectiveness of our customers’ email marketing campaigns, all of

which could have a material negative impact on our business and results of operations.

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behavioral advertising, and legislation adopted recently in the European Union requires informed consent for the placement of a cookie

on a user’s device.

Regulation of cookies and web beacons may lead to restrictions on our activities, such as efforts to understand

Internet usage.

New and expanding “Do Not Track”

regulations have recently been enacted or proposed that protect

right to choose whether or not to be tracked online.

users’ Internet usage.

New and expanding “Do Not Track” regulations have recently been enacted or proposed that protect

users’ right to choose whether or not to be tracked online.

These regulations seek, among other things, to allow end users to have

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customer and regulatory requirements, or could cause the demand for and sales of our software to decrease and adversely impact our financial

addition, the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (the “CAN-SPAM Act”) establishes

certain requirements for commercial email messages and specifies penalties for the transmission of commercial email messages that are

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to provide recipients with the ability to opt out of receiving future commercial emails from the sender.

The ability of our customers’

message recipients to opt out of receiving commercial emails may minimize the effectiveness of the email components of our software.

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For example, some foreign laws prohibit sending unsolicited

email unless the recipient has provided the sender advance consent to receipt of such email, or in other words has “opted-in”

to receiving it.

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minimize the effectiveness of our software.

these laws and regulations generally govern our customers’

use of our software, we may be subject to certain laws as a data processor

these laws and regulations generally govern our customers’ use of our software, we may be subject to certain laws as a data processor

on behalf of, or as a business associate of, our customers.

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export controls and trade and economic sanctions laws, including the

Commerce Department’s Export Administration Regulations and economic and trade sanctions regulations maintained by the U.S.

Treasury Department’s Office of Foreign Assets Control.

Commerce Department’s Export Administration Regulations and economic and trade sanctions regulations maintained by the U.S.

Treasury Department’s Office of Foreign Assets Control.

If we fail to comply with these laws and regulations, we and certain of

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of such taxes to our software in various jurisdictions is unclear.

Further, these jurisdictions’

rules regarding tax nexus are

Further, these jurisdictions’ rules regarding tax nexus are

complex and vary significantly.

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Additionally, new, changed, modified

or newly interpreted or applied tax laws could increase our customers’

and our compliance, operating and other costs, as well as

or newly interpreted or applied tax laws could increase our customers’ and our compliance, operating and other costs, as well as

the costs of our software.

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taxes in various jurisdictions.

multinational organization, we may be subject to taxation in several jurisdictions around the world with increasingly complex tax laws,

a multinational organization, we may be subject to taxation in several jurisdictions around the world with increasingly complex tax laws,

the application of which can be uncertain.

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jurisdictions could review our tax returns and impose additional tax, interest and penalties, and the authorities could claim that various

withholding requirements apply to us or our subsidiary or assert that benefits of tax treaties are not available to us or our

subsidiary, any of which could have a material impact on us and the results of our operations.

withholding requirements apply to us or our subsidiary or assert that benefits of tax treaties are not available to us or our subsidiary,

any of which could have a material impact on us and the results of our operations.

to Ownership of Our Common Stock

can be no assurance that we will be able to comply with Nasdaq Capital Market’s continued listing standards.

to our initial public offering that closed on February 14, 2022, there was no public market for shares of our common stock.

stock is listed on Nasdaq Capital Market under the symbol “HTCR.”

There can be no assurance any broker will be interested

in trading our stock.

stock is listed on Nasdaq Capital Market under the symbol “HTCR.” There can be no assurance any broker will continue to be

interested in trading our stock.

Therefore, it may be difficult to sell your shares of common stock if you desire or need to sell them.

provide any assurance that an active and liquid trading market in our common stock will develop or, if developed, that such market will

We cannot provide any assurance that an active and liquid trading market in our common stock will develop or, if developed, that such

market will continue.

is no guarantee that we will be able to maintain a listing on the Nasdaq Capital Market for any period of time by perpetually satisfying

Nasdaq’s continued listing requirements.

Our failure to continue to meet these requirements may result in our common stock being

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The market price of our common stock depends on a number of factors,

including those described in this “Risk Factors”

section, many of which are beyond our control and may not be related to

including those described in this “Risk Factors” section, many of which are beyond our control and may not be related to

our operating performance.

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or anticipated changes or fluctuations in our results of operations;

financial projections we may provide to the public, any changes in these projections, or

our failure to meet these projections;

financial projections we may provide to the public, any changes in these projections, or our failure to meet these projections;

announcements

by us or our competitors of new products or new or terminated significant contracts, commercial

relationships, or capital commitments;

or financial analyst or investor reaction to our press releases, other public announcements,

and filings with the SEC;

by us or our competitors of new products or new or terminated significant contracts, commercial relationships, or capital commitments;

or financial analyst or investor reaction to our press releases, other public announcements, and filings with the SEC;

and market speculation involving us or other companies in our industry;

and volume fluctuations in the overall stock market from time to time;

in operating performance and stock market valuations of other technology companies generally,

or those in our industry in particular;

expiration of market stand-off or contractual lock-up agreements and sales of shares of our

common stock by us or our stockholders;

of industry or financial analysts to maintain coverage of us, changes in financial estimates

by any analysts who follow our company, or our failure to meet these estimates or the expectations

of investors;

or anticipated developments in our business, or our competitors’

businesses, or the

competitive landscape generally;

involving us, our industry, or both, or investigations by regulators into our operations

or those of our competitors;

● developments

or disputes concerning our intellectual property rights, our products, or third-party proprietary

in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular;

expiration of market stand-off or contractual lock-up agreements and sales of shares of our common stock by us or our stockholders;

of industry or financial analysts to maintain coverage of us, changes in financial estimates by any analysts who follow our company,

or our failure to meet these estimates or the expectations of investors;

or anticipated developments in our business, or our competitors’ businesses, or the competitive landscape generally;

involving us, our industry, or both, or investigations by regulators into our operations or those of our competitors;

or disputes concerning our intellectual property rights, our products, or third-party proprietary rights;

or completed acquisitions of businesses or technologies by us or our competitors;

laws or regulations or new interpretations of existing laws or regulations applicable to

our business;

laws or regulations or new interpretations of existing laws or regulations applicable to our business;

major changes in our management or our board of directors, particularly with respect to Mr.

economic conditions and slow or negative growth of our markets;

events or factors, including those resulting from war, incidents of terrorism, or responses

to these events.

events or factors, including those resulting from war, incidents of terrorism, or responses to these events.

addition, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate

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In addition, in the past, following periods of volatility in the overall market and the

market prices of a particular company’s securities, securities class action litigation has often been instituted against that company.

Securities litigation, if instituted against us, could result in substantial costs and divert our management’s attention and resources

market prices of a particular company’s securities, securities class action litigation has often been instituted against that company.

Securities litigation, if instituted against us, could result in substantial costs and divert our management’s attention and resources

from our business.

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a controlled company, we are not subject to all of the corporate governance rules of Nasdaq Capital Market.

“controlled company”

exception to Nasdaq Capital Market rules provides that a company of which more than 50% of the voting

power is held by an individual, group or another company, a “controlled company,”

need not comply with certain requirements

“controlled company” exception to Nasdaq Capital Market rules provides that a company of which more than 50% of the voting

power is held by an individual, group or another company, a “controlled company,” need not comply with certain requirements

of Nasdaq Capital Market corporate governance rules.

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owned an aggregate of 10,995,969 shares of our common stock, which represents 52.8% of the voting power of our outstanding common stock.

As a “controlled company”

within the meaning of the corporate governance rules of Nasdaq Capital Market, we are exempt from

Nasdaq Capital Market’s corporate governance rules requiring that listed companies have (i) a majority of the board of directors

consist of “independent”

directors under the listing standards of Nasdaq Capital Market, (ii) a nominating/corporate governance

As a “controlled company” within the meaning of the corporate governance rules of Nasdaq Capital Market, we are exempt from

Nasdaq Capital Market’s corporate governance rules requiring that listed companies have (i) a majority of the board of directors

consist of “independent” directors under the listing standards of Nasdaq Capital Market, (ii) a nominating/corporate governance

committee composed entirely of independent directors and a written nominating/corporate governance committee charter meeting the requirements

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requirements of Nasdaq Capital Market.

See “Management—Controlled Company and Director Independence”.

the voting power of our capital stock continues to be highly concentrated, it may prevent you and other minority stockholders from influencing

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Yamamoto, our Chief Executive Officer, controls approximately 52.8% of the voting power of our outstanding common stock.

As a result, Mr.

Yamamoto will have majority voting power over all matters requiring stockholder votes, including the election of directors;

consolidations and acquisitions;

the sale of all or substantially all of our assets and other decisions affecting our capital structure;

mergers, consolidations and acquisitions;

the sale of all or substantially all of our assets and other decisions affecting our capital

amendments to our certificate of incorporation or our bylaws;

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in a company with significant stockholders.

See “Executive Compensation”

and “Description of Securities.”

See “Executive Compensation” and “Description of Securities.”

have never paid dividends on our common stock and have no plans to do so in the future.

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common stock may have will be in the form of appreciation, if any, in the market value of their shares of common stock.

See “Dividend

Policy.”

common stock may be subject to the “penny stock”

rules in the future.

See “Dividend

common stock may be subject to the “penny stock” rules in the future.

It may be more difficult to resell securities classified

as “penny stock.”

common stock may be subject to “penny stock”

rules (generally defined as non-exchange traded stock with a per-share price

as “penny stock.”

common stock may be subject to “penny stock” rules (generally defined as non-exchange traded stock with a per-share price

below $5.00) in the future.

While our common stock is not currently considered “penny stock”

since it is listed on Nasdaq,

While our common stock is not currently considered “penny stock” since it is listed on Nasdaq,

if we are unable to maintain that listing and our common stock is no longer listed on Nasdaq, unless we maintain a per-share price above

$5.00, our common stock will become “penny stock.”

These rules impose additional sales practice requirements on broker-dealers

that recommend the purchase or sale of penny stocks to persons other than those who qualify as “established customers”

“accredited investors.”

For example, broker-dealers must determine the appropriateness for non-qualifying persons of investments

$5.00, our common stock will become “penny stock.” These rules impose additional sales practice requirements on broker-dealers

that recommend the purchase or sale of penny stocks to persons other than those who qualify as “established customers” or

“accredited investors.” For example, broker-dealers must determine the appropriateness for non-qualifying persons of investments

in penny stocks.

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must provide the customer with current bid and offer quotations for the penny stock, disclose the compensation of the broker-dealer and

its salesperson in the transaction, furnish monthly account statements showing the market value of each penny stock held in the customer’s

account, provide a special written determination that the penny stock is a suitable investment for the purchaser, and receive the purchaser’s

its salesperson in the transaction, furnish monthly account statements showing the market value of each penny stock held in the customer’s

account, provide a special written determination that the penny stock is a suitable investment for the purchaser, and receive the purchaser’s

written agreement to the transaction.

remedies available to an investor in “penny stocks”

may include the following:

If a “penny stock”

is sold to the investor in violation of the requirements listed above, or other federal or states securities

remedies available to an investor in “penny stocks” may include the following:

If a “penny stock” is sold to the investor in violation of the requirements listed above, or other federal or states securities

laws, the investor may be able to cancel the purchase and receive a refund of the investment.

If a “penny stock”

is sold to the investor in a fraudulent manner, the investor may be able to sue the persons and firms

If a “penny stock” is sold to the investor in a fraudulent manner, the investor may be able to sue the persons and firms

that committed the fraud for damages.

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We can give no assurance at what time, if

ever, our common stock will not be classified as a “penny stock”

in the future.

ever, our common stock will not be classified as a “penny stock” in the future.

the benefits of any proposed acquisition do not meet the expectations of investors, stockholders or financial analysts, the market price

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to obtain additional financing in the future.

an “emerging growth company”

under the JOBS Act, we are permitted to rely on exemptions from certain disclosure requirements.

qualify as an “emerging growth company”

under the JOBS Act.

an “emerging growth company” under the JOBS Act, we are permitted to rely on exemptions from certain disclosure requirements.

qualify as an “emerging growth company” under the JOBS Act.

As a result, we are permitted to, and intend to, rely on exemptions

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For so long as we are an emerging growth company, we will not be required to:

an auditor report on our internal control over financial reporting pursuant to Section 404(b)

of the Sarbanes-Oxley Act;

with any requirement that may be adopted by the Public Company Accounting Oversight Board

regarding mandatory audit firm rotation or a supplement to the auditors’

report providing

additional information about the audit and the consolidated financial statements (i.e., an

auditor discussion and analysis);

certain executive compensation matters to stockholder advisory votes, such as “say-on-pay”

and “say-on-frequency”;

certain executive compensation related items such as the correlation between executive compensation

and performance and comparisons of the chief executive officer’s compensation to median

employee compensation.

an auditor report on our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation

or a supplement to the auditors’ report providing additional information about the audit and the consolidated financial statements

(i.e., an auditor discussion and analysis);

certain executive compensation matters to stockholder advisory votes, such as “say-on-pay” and “say-on-frequency”;

certain executive compensation related items such as the correlation between executive compensation and performance and comparisons

of the chief executive officer’s compensation to median employee compensation.

addition, Section 102 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period

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reporting and we will be required to detail changes to our internal controls on a quarterly basis, we cannot provide assurance that the

independent registered public accounting firm’s review process in assessing the effectiveness of our internal controls over financial

reporting, if obtained, would not find one or more material weaknesses or significant deficiencies.

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common stock less attractive to potential investors.

12b-2 of the Exchange Act defines a “smaller reporting company”

as an issuer that is not an investment company, an asset-backed

12b-2 of the Exchange Act defines a “smaller reporting company” as an issuer that is not an investment company, an asset-backed

issuer, or a majority-owned subsidiary of a parent that is not a smaller reporting company and that:

a public float of less than $250 million as of the last business day of its most recently

completed second fiscal quarter, computed by multiplying the aggregate worldwide number of

shares of its voting and non-voting common equity held by non-affiliates by the price at

which the common equity was last sold, or the average of the bid and asked prices of common

equity, in the principal market for the common equity;

the case of an initial registration statement under the Securities Act or the Exchange Act

for shares of its common equity, had a public float of less than $250 million as of a date

within 30 days of the date of the filing of the registration statement, computed by multiplying

the aggregate worldwide number of such shares held by non-affiliates before the registration

plus, in the case of a Securities Act registration statement, the number of such shares included

in the registration statement by the estimated public offering price of the shares;

the case of an issuer whose public float as calculated under paragraph (1) or (2) of this

definition was zero or whose public float was less than $700 million, had annual revenues

of less than $100 million during the most recently completed fiscal year for which audited

financial statements are available.

a public float of less than $250 million as of the last business day of its most recently completed second fiscal quarter, computed

by multiplying the aggregate worldwide number of shares of its voting and non-voting common equity held by non-affiliates by the

price at which the common equity was last sold, or the average of the bid and asked prices of common equity, in the principal market

for the common equity;

the case of an initial registration statement under the Securities Act or the Exchange Act for shares of its common equity, had a

public float of less than $250 million as of a date within 30 days of the date of the filing of the registration statement, computed

by multiplying the aggregate worldwide number of such shares held by non-affiliates before the registration plus, in the case of

a Securities Act registration statement, the number of such shares included in the registration statement by the estimated public

offering price of the shares;

the case of an issuer whose public float as calculated under paragraph (1) or (2) of this definition was zero or whose public float

was less than $700 million, had annual revenues of less than $100 million during the most recently completed fiscal year for which

audited financial statements are available.

a smaller reporting company, we are not be required to, and may not, include a Compensation Discussion and Analysis section in our proxy

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and we need not provide the table of selected financial data.

also will have other “scaled”

disclosure requirements that are less comprehensive than issuers that are not smaller reporting

also will have other “scaled” disclosure requirements that are less comprehensive than issuers that are not smaller reporting

companies which could make our common stock less attractive to potential investors, which could make it more difficult for our stockholders

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provisions contained in our certificate of incorporation and bylaws, as well as provisions of Delaware law, could impair a takeover attempt.

Company’s certificate of incorporation and bylaws contain provisions that could have the effect of delaying or preventing changes

in control or changes in our management without the consent of our board of directors.

These provisions include:

cumulative voting in the election of directors, which limits the ability of minority stockholders

to elect director candidates;

exclusive right of our board of directors to elect a director to fill a vacancy created by

the expansion of the board of directors or the resignation, death, or removal of a director,

which prevents stockholders from being able to fill vacancies on our board of directors;

ability of our board of directors to determine whether to issue shares of our preferred stock

and to determine the price and other terms of those shares, including preferences and voting

rights, without stockholder approval, which could be used to significantly dilute the ownership

of a hostile acquirer;

cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of the board of directors

or the resignation, death, or removal of a director, which prevents stockholders from being able to fill vacancies on our board of

ability of our board of directors to determine whether to issue shares of our preferred stock and to determine the price and other

terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly

dilute the ownership of a hostile acquirer;

the liability of, and providing indemnification to, our directors and officers;

that a special meeting of the stockholders may only be called by a majority of the board

of directors;

that directors may be removed prior to the expiration of their terms by the affirmative vote

of the holders of not less than 2/3 of the voting power of the issued and outstanding stock

entitled to vote;

notice procedures that stockholders must comply with in order to nominate candidates to our

board of directors or to propose matters to be acted upon at a stockholders’

which may discourage or deter a potential acquirer from conducting a solicitation of proxies

to elect the acquirer’s own slate of directors or otherwise attempting to obtain control

of the Company.

that a special meeting of the stockholders may only be called by a majority of the board of directors;

that directors may be removed prior to the expiration of their terms by the affirmative vote of the holders of not less than 2/3

of the voting power of the issued and outstanding stock entitled to vote;

notice procedures that stockholders must comply with in order to nominate candidates to our board of directors or to propose matters

to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquirer from conducting a solicitation

of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of the Company.

provisions, alone or together, could delay hostile takeovers and changes in control of the Company or changes in our board of directors

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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