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As noted above, our business is subject to numerous risks and uncertainties, including those highlighted in this “ Risk Factors ” section, that represent challenges that we face in connection with the successful implementation of our strategy and growth of our business.
−Removed: The occurrence of one or more of the events or circumstances described in the section titled “ Risk Factors ,” alone or in combination with other events or circumstances may have an adverse effect on our business, financial condition, results of operations, and prospects.
+Added: The occurrence of one or more of the events or circumstances described in this “ Risk Factors ” section, alone or in combination with other events or circumstances, may have an adverse effect on our business, financial condition, results of operations, and prospects.
Such risks include, but are not limited to:
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We substantially rely on relationships with Tier 1 automotive suppliers and our business could be materially and adversely affected if we cannot establish or maintain relationships with one or more Tier 1 partners, or if we, through our relationship with various Tier 1 partners, are unable to obtain a sufficient number of design wins and successfully enter into definitive agreements or other commercial arrangements with automotive OEMs with respect to such design wins.
−Removed: We may need to raise additional capital in order to execute our business plan and to respond to changing market conditions, which additional capital may not be available on terms acceptable to us, or at all.
−Removed: If our deterministic artificial intelligence-driven sensing system is not selected for inclusion in advanced driver-assistance systems, or ADAS, by any automotive OEMs or their suppliers, our business will be materially and adversely affected.
+Added: If our deterministic artificial intelligence-driven sensing system is not selected for inclusion in ADAS, by any automotive OEMs or their suppliers, our business will be materially and adversely affected.
We heavily rely on third-party suppliers and because some of the raw materials and key components in our products come from limited or single source suppliers, our ability to control the costs of such components and raw materials is uncertain; moreover, regardless of cost, we are susceptible to supply shortages and longer than anticipated lead times for components, either of which could disrupt our supply chain, could delay deliveries of our products to customers, and could negatively impact the adoption of our products and accordingly, our financial condition and operating results.
+Added: We may need to raise additional capital in order to execute our business plan and to respond to changing market conditions, which additional capital may not be available on terms acceptable to us, or at all, and if such additional capital were available to us, existing stockholders would experience dilution, which could be significant.
Our global supply chain and international customer base expose us to risks associated with tariffs, trade restrictions, trade tensions, and evolving international trade policies.
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We have incurred net losses in each year since our inception.
−Removed: In the six months ended June 30, 2025 and 2024, we incurred net losses of approximately $17.3 million and $18.2 million, respectively.
+Added: In the nine months ended September 30, 2025 and 2024, we incurred net losses of approximately $26.6 million and $26.9 million, respectively.
We expect that we will continue to incur significant losses through at least the next few years as we:
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maintain a level of general and administrative spending to meet the requirements of operating as a public company.
−Removed: As of June 30, 2025, we had an accumulated deficit of approximately $390.4 million.
+Added: As of September 30, 2025, we had an accumulated deficit of approximately $399.7 million.
Even if we are able to increase sales or licensing of our products, there can be no assurance that we will be commercially successful.
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Our capital light business model allows us to leverage one or more Tier 1 partners and their manufacturing capabilities, supply chains, OEM relationships, and sales teams to bring our products to market.
−Removed: Our recent restructurings could result in disruptions to our operations and adversely affect our business and our ability to maintain or obtain additional Tier 1 partners.
−Removed: For example, we are actively working with our current Tier 1 partner to pursue available RFQ opportunities and if our restructuring actions impede our ability to win these awards, this could materially impact our business.
−Removed: In addition, we cannot be sure that the cost reduction initiatives will be successful in reducing our overall expenses to the extent anticipated, or that unexpected costs will not offset any such reductions or related initiatives.
+Added: These restructurings could result in disruptions to our operations and adversely affect our business and our ability to maintain or obtain additional Tier 1 partners.
+Added: For example, we are actively working with our current Tier 1 partner to pursue available opportunities and if our restructuring actions impede our ability to win these awards, this could materially impact our business.
+Added: In addition, we cannot be sure that these cost reduction initiatives will be successful in reducing our overall expenses to the extent anticipated, or that unexpected costs will not offset any such reductions or related initiatives.
If our operating costs are higher than we expect, or if we do not maintain adequate control of our costs and expenses, our operating results could be materially and adversely affected.
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As such, historical comparisons of our operating results may not be meaningful.
−Removed: In particular, because our sales to date have primarily been to customers making purchases for their own R&D, sales in any given quarter can fluctuate based on the timing and success of our customers’ development projects.
+Added: In particular, because our sales in any given quarter can fluctuate based on the timing and success of our customers’ proof of concept and development projects.
Accordingly, the results of any one quarter should not be relied upon as an indication of future performance.
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We have and may continue to incur significant or unanticipated expenses related to long-lived asset impairments, inventory write-downs, and one-time termination benefits to restructure our business.
−Removed: For example, in 2023, we impaired $9.9 million of long-lived assets, wrote down $8.6 million of inventory and other current assets, and incurred $3.3 million of one-time termination benefit costs, primarily relating to our decision to wind down our legacy Non-Automotive product line as part of our effort to reduce fixed operating costs, focus operations, simplify supply chains and streamline manufacturing to unify around a single product – Apollo.
+Added: For example, in 2023, we impaired $9.9 million of long-lived assets, wrote down $8.6 million of inventory and other current assets, and incurred $3.3 million of one-time termination benefit costs, primarily relating to our decision to wind down our legacy Non-Automotive product line as part of our effort to reduce fixed operating costs, focus operations, simplify supply chains and streamline manufacturing.
Our quarterly financial results may fluctuate as a result of a variety of factors, many of which are outside of our control and may not fully reflect the underlying performance of our business.
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our ability to retain our existing customers and strategic partners and attract new customers and strategic partners;
−Removed: our ability to develop, introduce, manufacture, and ship, in a timely manner, products that meet customer requirements;
+Added: our ability to develop, introduce, manufacture, and ship, in a timely manner, products that meet customer requirements and expectations;
disruptions in our sales channels or termination of our relationships with important channel partners;
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If our revenue does not grow over the long term, our ability to achieve and maintain profitability may be adversely affected, and the value of our business may significantly decrease.
−Removed: The market price and trading volume of our common stock may be volatile and could decline significantly.
+Added: The market price and trading volume of our common stock may be volatile and could decline significantly, including for matters related to Nasdaq listing standards.
The stock markets, including Nasdaq on which we list our shares of common stock, have from time to time experienced significant price and volume fluctuations.
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Companies that implement a reverse stock split often see a materially negative impact on their stock price.
−Removed: In addition, as previously disclosed, on March 11, 2025, we received notice from Nasdaq that we were again no longer in compliance with the $1.00 per share minimum bid price requirement for continued listing on Nasdaq, however, on July 30, 2025, Nasdaq notified us that we had regained compliance with the requirement and that the matter was now closed.
−Removed: There can be no assurance that we will be able to maintain compliance with Nasdaq’s continued listing requirements in the future.
−Removed: More recently, since January 27, 2025, our stock has closed below $1.00 per share.
As previously disclosed, on March 11, 2025, we received notice from Nasdaq that we were no longer in compliance with the $1.00 per share minimum bid price requirement for continued listing on Nasdaq.
−Removed: On July 30, 2025, Nasdaq notified us that we had regained compliance with the requirement and that the matter was now closed.
−Removed: However, there can be no assurance that we will be able to maintain compliance with Nasdaq’s continued listing requirements in the future.
+Added: On July 30, 2025, however, Nasdaq notified us that we had regained compliance with the requirement and that the matter was now closed.
+Added: There can be no assurance that we will be able to maintain compliance with Nasdaq’s continued listing requirements in the future.
In addition, the trading volume of our common stock may fluctuate significantly, which can have significant impact on the price of our common stock.
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Relying on foreign-produced products subjects us to risks relating to changes in import duties, quotas, the potential for introduction of U.S.
−Removed: taxes on imported goods, the potential loss of “most favored nation” status with the U.S., and freight cost increases, as well as economic and political uncertainties, that could result in a trade war causing ever-increasing tariffs.
+Added: taxes on imported goods, the potential loss of “most favored nation” status with the U.S., and freight cost increases, as well as economic and political uncertainties, that could result in a trade war causing ever-increasing tariffs, although we have not seen a significant impact yet.
We may also experience shipment delays caused by shipping port constraints, labor strikes, work stoppages, acts of war, including the current conflicts in Ukraine and in the Middle East, and terrorism, or other supply chain disruptions, including those caused by extreme weather, natural disasters, and pandemics or other public health concerns.
−Removed: Specifically, the lingering effects of the COVID-19 pandemic has caused delays in the manufacturing and shipping of our products and the associated raw materials.
−Removed: To the extent the lingering effects of the COVID-19 pandemic result in continuation or worsening of manufacturing and shipping delays and constraints, our suppliers will continue to have challenges obtaining the materials necessary for the production of our products.
If any of these or other factors, including trade tensions between the U.S.
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Our products require key components and critical raw materials and our inability to reduce and control the cost of such components and raw materials could negatively impact the adoption of our products, and accordingly, our financial condition and operating results.
−Removed: The production of our components is dependent on sourcing certain key components and raw materials at acceptable price levels.
+Added: The production of our components is dependent on sourcing certain key components and raw materials at an acceptable cost.
We have experienced, and may continue to experience, supply chain-induced shortages of key components, leading to a scarcity of such components, a limited availability of such components at greatly inflated prices, or both.
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Accordingly, we expect to be subject to substantial and continuing pricing pressure from automotive OEMs, Tier 1 suppliers, and lidar competitors, which may impact the revenue we receive from licensing our product designs or selling our products.
+Added: In particular, because automotive lidar technology appears to have been successfully commercialized in China, our competitors in that market have likely gained experience and efficiencies, including cost efficiencies, that often come with productization that suppliers outside of China, including us, do not have.
+Added: Although trade barriers may prevent some Chinese lidar suppliers from entering Western lidar markets, to the extent Chinese lidar sensors enter Western markets, competitive pricing pressures on us would likely increase.
It is possible that pricing pressures beyond our expectations could intensify as automotive OEMs, Tier 1 suppliers, and lidar competitors pursue restructuring, consolidation, and cost-cutting initiatives.
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We expect to continue to incur R&D costs as part of our efforts to design, develop, manufacture, and commercialize new products and enhance existing products.
−Removed: Our R&D expenses were approximately $7.2 million and $8.4 million during the six months ended June 30, 2025 and 2024, respectively, and may increase in the future.
+Added: Our R&D expenses were approximately $10.2 million and $12.1 million during the nine months ended September 30, 2025 and 2024, respectively, and may increase in the future.
Because we account for R&D as an operating expense, these expenditures will adversely affect our results of operations in the future.
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Although we currently believe we have a differentiated market leading technology for the autonomous vehicle market, by the time mass market adoption of autonomous vehicle technology is achieved, we expect competition among providers of sensing technology based on lidar and other modalities to increase substantially.
−Removed: If, by the time autonomous vehicle technology achieves mass market adoption, commercialization of lidar products is not successful, or not as successful as we or the market expects, or if other sensing modalities gain acceptance by developers of ADAS products, automotive OEMs, regulators, safety organizations, or other market participants, our business, results of operations, and financial condition will be materially and adversely affected.
+Added: If, by the time autonomous vehicle technology achieves mass market adoption, commercialization of lidar products is not successful, or not as successful as we or the market currently expects, or if other sensing modalities gain acceptance by developers of ADAS products, automotive OEMs, regulators, safety organizations, or other market participants, our business, results of operations, and financial condition will be materially and adversely affected.
Over the longer term, we believe that our overall revenue growth, if any, will depend in part on our ability to expand within Non-Automotive markets such as aerospace and defense, shuttle, delivery vehicle, drone, railway, intelligent transport, mining and other markets as they emerge.
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In addition, we currently operate with a limited number of employees, particularly in sales, marketing, and customer support.
−Removed: This limited resourcing could constrain our ability to scale operations, meet customer demand, and execute on growth opportunities if interest in our technology exceed expectations.
+Added: This limited resourcing could constrain our ability to scale operations, meet customer demand, and execute on growth opportunities if interest in our technology exceeds expectations.
Failure to adequately expand and support these functions as interest increases could negatively impact our ability to achieve our strategic objectives.
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Although we do not have any experience in managing our supply chain to manufacture and deliver our products at scale, our future success will depend on our ability to do so.
−Removed: Some of the key components used to manufacture our products come from limited or single source suppliers.
+Added: Some of the key components used to manufacture our products come from limited or single source suppliers, which includes components only produced in countries, such as China, that some customers, for a variety of reasons, may be unable or unwilling to purchase from us.
We are therefore subject to the risk of shortages and long lead times in the supply of these components and the risk that our suppliers discontinue or modify components used in our products.
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Even where we are able to pass increased component costs along to our customers, there may be a lapse of time before we are able to do so such that we will be required to absorb some or all of the increased cost.
−Removed: If we are unable to buy these components in quantities sufficient to meet our requirements on a timely basis, we will not be able to deliver products to our customers, which may result in such customers using competitive products instead of our products.
+Added: If we are unable to buy these components in sufficient quantities to meet our requirements on a timely basis, we will not be able to deliver products to our customers, which may result in such customers using competitive products instead of our products.
We may face risks associated with our reliance on certain deterministic artificial intelligence and machine learning models.
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Our sales and operations in international markets expose us to associated operational, financial, and regulatory risks.
−Removed: Sales to international customers accounted for 95% and 21% of our revenue during the six months ended June 30, 2025 and 2024, respectively.
+Added: Sales to international customers accounted for 65% and 49% of our revenue during the nine months ended September 30, 2025 and 2024, respectively.
In May 2024, we announced that we have partnered with Accelight Technologies, Inc.
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We also need to continually introduce new and competitive products in order to maintain our overall gross margin.
−Removed: We may also experience declines in fees or royalties from licensing our technology as customers reduce the prices of products incorporating our licensed technology in order to achieve market acceptance or due to competitive pressures.
+Added: We may also experience declines in fees or royalties from licensing our technology as customers reduce the prices of their products incorporating our licensed technology in order to achieve market acceptance or due to competitive pressures.
If we are unable to manage the cost structure of our products, successfully introduce new products with higher gross margins, and develop new technology that we can license at attractive royalty rates, our revenue and overall gross margin would likely decline.
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While we make our strategic planning decisions based on the assumption that the markets we are targeting will grow, our business is dependent, in large part on, and directly affected by, business cycles and other factors affecting the global automotive industry and the global economy generally.
−Removed: Automotive production and sales are highly cyclical and depend on general economic conditions and other factors, including consumer spending and preferences, changes in interest rates (which significantly increased beginning in 2022) and credit availability, changes in inflation rates (which the U.S.
+Added: Automotive production and sales are highly cyclical and depend on general economic conditions and other factors, including consumer spending and preferences, changes in interest rates (which significantly increased beginning in 2022 and have fallen in 2025) and credit availability, changes in inflation rates (which the U.S.
has recently experienced and may continue to do so), consumer confidence (which may be starting to wane), fuel costs, fuel availability, environmental impact, tariffs (especially those targeting automobiles or components used by the automotive industry in particular, such as steel and aluminum), governmental incentives and regulatory requirements, and political volatility, especially in energy-producing countries and growth markets.
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to be on guard against possible cyber-attacks coming from Russia which has the potential to disrupt business operations, limit access to essential services, and threaten public safety.
−Removed: Automotive production and sales can also be significantly affected by our automotive OEM and Tier 1 supplier customers’ ability to operate effectively in the face of challenging economic conditions and in response to labor relations issues, regulatory requirements, and other factors, such as the unavailability of unrelated components in the assembly of automobiles, an example of which is the shortage of semiconductors necessary for automobile production.
+Added: Automotive production and sales can also be significantly affected by our automotive OEM and Tier 1 supplier customers’ ability to operate effectively in the face of challenging economic conditions and in response to labor relations issues, regulatory requirements, and other factors, such as the unavailability of unrelated components in the assembly of automobiles, an example of which was the shortage of semiconductors necessary for automobile production.
In addition, ongoing global trade disputes, and the resulting imposition or modification of tariffs (including those specifically targeting the automotive industry, including the components used in automobile manufacturing), increasing trade tensions, and the implementation of potential trade restrictions, are expected to negatively impact automotive OEMs and their Tier 1 suppliers.
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Our future financial performance will depend on our ability to make timely investments in emerging market opportunities.
−Removed: If one or more of these markets experience a shift in customer or prospective customer demand, our products may not compete as effectively, if at all, and they may not be designed into commercialized products.
+Added: If one or more of these markets experiences a shift in customer or prospective customer demand, our products may not compete as effectively, if at all, and they may not be designed into commercialized products.
Given the evolving nature of the markets in which we operate, it is difficult to predict customer demand or adoption rates for our products or the future growth of these markets.
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The markets for sensing technology applicable to autonomous solutions across numerous industries are highly competitive.
−Removed: Our future success will depend on our ability to achieve a leadership position in our targeted markets by continuing to develop, and protect from infringement, advanced lidar technology in a timely manner and to stay ahead of existing and new competitors.
+Added: Our future success will depend on our ability to achieve a leadership position in our target markets by continuing to develop, and protect from infringement, advanced lidar technology in a timely manner and to stay ahead of existing and new competitors.
Our competitors compete with us directly by offering lidar products and indirectly by attempting to solve some of the same challenges with different technologies.
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We face competition from a number of sources including camera and radar companies, other developers of lidar products, Tier 1 suppliers, and other technology and automotive supply companies.
−Removed: In the Automotive market, our competitors have commercialized both lidar and non-lidar-based ADAS technology that has achieved market adoption, strong brand recognition, and is expected to improve over time.
+Added: In the Automotive market, our competitors have commercialized both lidar and non-lidar-based ADAS technology, which has achieved market adoption, strong brand recognition, and is expected to improve over time.
Other competitors are working towards commercializing autonomous driving technology, and either by themselves or with a publicly announced partner, and have substantial financial, marketing, R&D, and other resources.
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While we intend to invest substantial resources to remain on the forefront of technological development, continuing technological changes in sensing technology and lidar, and the markets for these products, including the ADAS and autonomous driving space, could adversely affect adoption of lidar and/or our products, either generally or for particular applications.
−Removed: Our future success will depend upon our ability to develop and introduce a variety of new capabilities and innovations to our existing product offerings, as well as introduce a variety of new product offerings, to address the changing needs of the markets in which we offer our products.
+Added: Our future success will depend upon our ability to develop and introduce a variety of new capabilities and innovations to our existing products, as well as our ability to introduce new product offerings to address the changing needs of our customers.
We cannot guarantee that such new products will be released in a timely manner, or at all, or achieve market acceptance.
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Under the Purchase Agreement, we can only sell to New Circle up to 1,721,755 shares of our common stock, which is equal to 19.99% of the shares of the Company’s common stock outstanding as of the date of the Purchase Agreement, unless we first obtain stockholder approval or the average purchase price per share paid by New Circle exceeds $1.41, which is the lower of the closing price on the execution date of the Purchase Agreement, and the average closing prices for our common stock during the 5-trading day period immediately preceding the execution of the Purchase Agreement.
−Removed: Moreover, we may not issue shares to New Circle whereby they would own more than 4.99% of our outstanding shares at any one time, which on June 30, 2025, was equal to 1,025,458 shares.
+Added: Moreover, we may not issue shares to New Circle whereby they would own more than 4.99% of our outstanding shares at any one time, which on September 30, 2025, was equal to 2,084,656 shares.
At values below $2.00 per share, we would likely not be in a position to realize the full commitment of $50 million under the Purchase Agreement and existing stockholders would experience significant dilution.
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Any failure to maintain effective disclosure controls and internal control over financial reporting could have a material and adverse effect on our business and operating results.
−Removed: A significant portion of the components used in our products are manufactured abroad, which subjects us to various international risks and costs, including foreign trade issues, tariffs, trade wars, currency exchange rate fluctuations, shipment delays, supply chain disruptions, and political instability, any of which could adversely affect our business and financial condition.
−Removed: Most of our products, and the components thereof, are manufactured abroad.
−Removed: Relying on foreign-produced products subjects us to risks relating to changes in import duties, quotas, the potential for introduction of U.S.
−Removed: taxes on imported goods, the potential loss of “most favored nation” status with the U.S., and freight cost increases, as well as economic and political uncertainties, that could result in a trade war causing ever-increasing tariffs.
−Removed: We may also experience shipment delays caused by shipping port constraints, labor strikes, work stoppages, acts of war, including the current conflicts in Ukraine and in the Middle East, and terrorism, or other supply chain disruptions, including those caused by extreme weather, natural disasters, and pandemics or other public health concerns.
−Removed: If any of these or other factors, including trade tensions between the U.S.
−Removed: and other nations, including China and Russia, as a result of the war in Ukraine or otherwise, were to cause a disruption of trade from other countries, and in particular, Taiwan, our ability to source products, components, or raw materials could be adversely affected.
−Removed: We may need to seek alternative suppliers or vendors, which may not be available, or make changes to our operations, any of which could have a material adverse effect on our business, results of operations, or financial condition.
−Removed: Also, the prices charged by foreign manufacturers for production or the acquisition of raw materials or components, may be affected by the fluctuation of their local currency against the U.S.
−Removed: dollar, which could cause the cost of our products to increase and negatively impact our business.
−Removed: In addition, if the supply of components for our products becomes more limited than we anticipated, competition to acquire the limited supply of components will drive prices higher than planned, negatively impacting our cash flows and gross margins.
Changes in tax laws or exposure to additional income tax liabilities could affect our future profitability.
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Moreover, with the personnel reductions we have implemented, it may create, in some instances, single points of failure, such that if certain individuals voluntarily resign from the Company, it may adversely impact, or significantly delay, our ability to bring our products to market, which would severely impact our operations and have an adverse impact on our business prospects.
−Removed: In 2025, we engaged in a proxy dispute with a group of dissident shareholders who had proposed measures that would, among other things, prevent the replenishment of our employee equity incentive plan.
−Removed: Those proposals were successful and have significantly impaired our ability to offer competitive equity-based compensation, which is a key component of our strategy to attract, retain, and motivate employees.
+Added: In 2025, a group of dissident stockholders initiated a proxy contest and, among other things, opposed company proposals that provided for the replenishment of our employee equity incentive plan.
+Added: The opposition was successful and has significantly impaired our ability to offer competitive equity-based compensation, which is a key component of our strategy to attract, retain, and motivate employees.
We may experience proxy contests in the future and the uncertainty surrounding the outcome of any proxy contest may also create internal disruption, reduce employee morale, and make it more difficult to recruit new talent.
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In March 2025, we experienced a physical break-in at our headquarters.
−Removed: Although it does not appear any property, personal or intellectual, was taken, the break-in did cause a temporary disruption to our operations.
+Added: Although it does not appear that any property, either personal or intellectual, was taken, the break-in caused a temporary disruption to our operations.
In mid-2022, our previous partner, Continental, experienced a cyberattack in which data was improperly taken from their servers.
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Although we maintain information technology measures designed to protect us against intellectual property theft, data breaches, and other cyber incidents, such measures will require continual updates and improvements, and we cannot guarantee that such measures will be adequate to detect, prevent, or mitigate cyber incidents.
−Removed: The implementation, maintenance, segregation, and improvement of these systems requires significant management time, support, and cost.
+Added: The implementation, maintenance, segregation, and improvement of these systems require significant management time, support, and cost.
Moreover, there are inherent risks associated with developing, improving, expanding, and updating current systems, including the disruption of our data management, procurement, production execution, finance, supply chain, and sales and service processes.
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We have implemented processes, procedures, and internal controls to help mitigate cybersecurity risks and cyber intrusions, but these measures, as well as our increased awareness of the nature and extent of a risk of a cyber-incident, do not guarantee that a cyber-incident will not occur and/or that our financial results, operations, or confidential information will not be negatively impacted by such an incident.
−Removed: Further, we generally permit remote working for many of our employees which heighten our vulnerability to a cybersecurity risk or incident.
+Added: Further, we generally permit remote working for many of our employees which heightens our vulnerability to a cybersecurity risk or incident.
A significant cyber incident could impact production capability, harm our reputation, cause us to breach our contracts with other parties, or subject us to regulatory actions and litigation, any of which could materially affect our business, prospects, financial condition, and operating results.
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We regularly maintain cash balances at third-party financial institutions, including Silicon Valley Bank, or SVB, in excess of the Federal Deposit Insurance Corporation insurance limit.
−Removed: When SVB was seized by regulators in March of 2023, we maintained our operating account at SVB.
+Added: When SVB was seized by regulators in March 2023, we maintained our operating account at SVB.
Shortly after the seizure by regulators, all of our funds were returned to us.
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Legal and Regulatory Risks Related to Our Business
−Removed: We are subject to governmental import and export control laws and regulations.
−Removed: Our failure to comply with these laws and regulations could have an adverse effect on our business, prospects, financial condition, and results of operations.
−Removed: Our products and solutions are subject to import and export laws and regulations, including the U.S.
−Removed: Export Administration Regulations, other regulations issued by U.S.
−Removed: Customs and Border Protection, and various economic and trade sanctions administered by the U.S.
−Removed: Treasury Department’s Office of Foreign Assets Control.
−Removed: export control laws and regulations and economic sanctions prohibit the shipment of certain products and services to U.S.
−Removed: embargoed or sanctioned countries, and specified persons and entities.
−Removed: In addition, complying with export control and sanctions regulations for a particular sale may be time-consuming and result in the delay or loss of sales opportunities.
−Removed: Exports of our products and technology must be made in compliance with these laws and regulations.
−Removed: If we fail to comply with these laws and regulations, we and certain of our employees could be subject to substantial civil or criminal penalties, including the possible loss of export or import privileges, and fines, which may be imposed on us and the employees or officers responsible to prohibit such shipments and, in extreme cases, the incarceration of the employees or officers responsible.
Changes to trade policy, tariffs, and import/export regulations may have a material adverse effect on our business, financial condition, and results of operations.
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These matters may include disputes with our suppliers and customers, intellectual property claims, stockholder litigation, government investigations, class action lawsuits, personal injury claims, environmental issues, customs and value-added tax disputes, and employment and tax issues.
−Removed: On August 28, 2024, we were purported to be served with a complaint that alleges we were in breach of a lease for office space in Dublin, California, entered into by our subsidiary, AEye Technologies, Inc.
+Added: In 2025, we were notified by a former vendor that it intended to pursue a claim against our subsidiary, AEye Technologies, Inc., arising out of an agreement entered into in May 2020, in which the former vendor alleges that our subsidiary failed to pay approximately $3,300, plus interest from the date the former vendor alleges such payments were due.
+Added: Our subsidiary has, and continues to dispute the total amount owed based, in part, on our subsidiary’s claim that the products supplied by the former vendor were largely defective and such former vendor was repeatedly made aware of the existence of such defects.
+Added: In 2024, we were purportedly served with a complaint that alleged we were in breach of a lease for office space in Dublin, California, entered into by our subsidiary, AEye Technologies, Inc.
in 2019, because of an alleged failure to pay rent.
The landlord claimed that the amount owed could be up to $8.5 million.
−Removed: We disputed, among other things, that the total damages claimed by the landlord equal the amount claimed.
−Removed: On April 28, 2025, the Company and the former landlord entered into a settlement agreement to resolve all outstanding disputes related to the early termination of the lease.
−Removed: Under the terms of the agreement, the Company paid $1,400 in cash and agreed to issue a warrant to purchase up to 350,000 shares of common stock at an initial exercise price of $2.22 per share.
−Removed: Additionally, in early 2023, we discovered that there may have been some uncertainty with respect to the validity of our Second Amended and Restated Certificate of Incorporation, which was approved by our stockholders at the special meeting of stockholders held on August 12, 2021.
+Added: We disputed, among other things, the total damages claimed by the landlord.
+Added: On April 28, 2025, the Company and the former landlord entered into a settlement agreement to resolve all outstanding disputes related to the lease.
+Added: Under the terms of the settlement agreement, the Company paid $1,400 in cash and issued a warrant to purchase up to 350,000 shares of common stock at an exercise price of $2.22 per share.
+Added: In early 2023, we discovered that there may have been some uncertainty with respect to the validity of our Second Amended and Restated Certificate of Incorporation, which was approved by our stockholders at the special meeting of stockholders held on August 12, 2021.
While this matter has been fully resolved, we cannot provide assurances that other matters similar in nature may not arise in the future.
4 unchanged sentences
No assurances can be given that any proceedings or claims will not have a material adverse impact on our operating results and consolidated financial position or that our established reserves or our available insurance will mitigate this impact.
−Removed: Unforeseen issues could result in damage to certain property which could result in adverse effects on our business and reputation.
−Removed: Our lidar utilizes lasers for performing 3D sensing.
−Removed: While we have developed system components designed to prevent our lidar lasers from causing property damage (including to cameras), in the event an unforeseen issue arises that results in property damage, our reputation or brand may be damaged and we could face material legal claims for breach of contract, product liability, tort, or breach of warranty as a result.
−Removed: Defending a lawsuit, regardless of merit, could be costly and may divert management’s attention and adversely affect the market’s perception of us and our products.
−Removed: In addition, our business liability insurance coverage could prove inadequate with respect to any claim and future coverage may be unavailable on acceptable terms, or at all.
+Added: The adoption of autonomous and ADAS features by automotive OEMs may be delayed and our business impacted, as additional emissions and safety requirements are imposed on vehicle manufacturers.
+Added: Vehicle regulators globally continue to consider new and enhanced emissions requirements, including electrification, to meet environmental and economic needs as well as pursue new safety standards to address emerging traffic risks.
+Added: To control new vehicle prices, among other concerns, automotive OEMs may need to dedicate technology and cost additions to new vehicle designs to meet these emissions and safety requirements and postpone the additional costs associated with new autonomous and ADAS features.
+Added: We continue to see signs of what we reasonably believe to be delays in the implementation of ADAS features by OEMs that may utilize lidar technology, hence delaying sales of our products.
+Added: Our business may be adversely affected by changes in regulations of automobiles and lasers or concerns that drive further regulation of the Automotive and laser markets.
+Added: Government product safety regulations are an important factor for our business.
+Added: Historically, these regulations imposed ever-more stringent safety regulations for automobiles and laser products.
+Added: These safety regulations often require, or customers demand, automobiles have more safety features per vehicle and incorporate more advanced safety products.
+Added: While we believe increasing automotive and laser safety standards will present a market opportunity for our products, governmental safety regulations are subject to change based on a number of factors that are not within our control, including new scientific or technological data, adverse publicity regarding industry recalls and safety risks of autonomous driving and ADAS products, accidents involving our products, domestic and foreign political developments or considerations, and litigation relating to our products and our competitors’ products.
+Added: Changes in government regulations, especially in the autonomous driving and ADAS industries could adversely affect our business.
+Added: If government priorities shift and we are unable to adapt to changing regulations, our business may be materially and adversely affected.
+Added: Federal, state, and local regulators impose more stringent compliance and reporting requirements in response to product recalls and safety issues in the automotive industry.
+Added: As the cars that utilize our sensors go into production, we will be subject to the existing stringent requirements of the National Traffic and Motor Vehicle Safety Act of 1966, or the Vehicle Safety Act, including a duty to report, subject to strict timing requirements, safety defects with our products.
+Added: The Vehicle Safety Act imposes potentially significant civil penalties for violations, including the failure to comply with such reporting actions.
+Added: We are also subject to the existing U.S.
+Added: Transportation Recall Enhancement, Accountability and Documentation Act, or TREAD, which requires equipment manufacturers, such as us, to comply with “early warning” requirements by reporting certain information to the National Highway Traffic Safety Administration, or NHTSA, such as information related to defects or reports of injury related to our products.
+Added: TREAD imposes criminal liability for violating such requirements if a defect subsequently causes death or bodily injury.
+Added: In addition, the Vehicle Safety Act authorizes NHTSA to require a manufacturer to recall and repair vehicles that contain safety defects or fail to comply with U.S.
+Added: federal motor vehicle safety standards.
+Added: Sales into foreign countries may be subject to similar regulations.
+Added: If we cannot rapidly address any safety concerns or defects with our products, our business, results of operations, and financial condition may be adversely affected.
+Added: We are subject to governmental import and export control laws and regulations.
+Added: Our failure to comply with these laws and regulations could have an adverse effect on our business, prospects, financial condition, and results of operations.
+Added: Our products and solutions are subject to import and export laws and regulations, including the U.S.
+Added: Export Administration Regulations, other regulations issued by U.S.
+Added: Customs and Border Protection, and various economic and trade sanctions administered by the U.S.
+Added: Treasury Department’s Office of Foreign Assets Control.
+Added: export control laws and regulations and economic sanctions prohibit the shipment of certain products and services to U.S.
+Added: embargoed or sanctioned countries and specified persons and entities.
+Added: In addition, complying with export control and sanctions regulations for a particular sale may be time-consuming and result in the delay or loss of sales opportunities.
+Added: Exports of our products and technology must be made in compliance with these laws and regulations.
+Added: If we fail to comply with these laws and regulations, we and certain of our employees could be subject to substantial civil or criminal penalties, including the possible loss of export or import privileges, and fines, which may be imposed on us and the employees or officers responsible to prohibit such shipments and, in extreme cases, the incarceration of the employees or officers responsible.
We are subject to, and must remain in compliance with, numerous laws and governmental regulations concerning the manufacturing, use, distribution, and sale of our products.
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If we fail to adhere to these new regulations or fail to continually monitor the updates, we may be subject to litigation, loss of customers, or negative publicity and our business, results of operations, and financial condition will be adversely affected.
−Removed: We are subject to various environmental laws and regulations that could impose substantial costs upon us and cause delays in building our production facilities.
−Removed: Concerns over environmental pollution and climate change have produced significant legislative and regulatory efforts on a global basis, and we believe this will continue both in scope and in the number of countries participating.
−Removed: In addition, as climate change issues become more prevalent, foreign, federal, state, and local governments and our customers have been responding to these issues.
−Removed: The increased focus on environmental sustainability may result in new regulations and customer requirements, or changes in current regulations and customer requirements, which could materially and adversely impact our business, results of operations, and financial condition.
−Removed: If we are unable to effectively manage real or perceived issues, including concerns about environmental impacts or similar matters, sentiments toward us or our products could be negatively impacted, and our business, results of operations, and financial condition could suffer.
−Removed: In addition, any new environmental regulations or laws might increase the cost of raw materials or key components we use in our products.
−Removed: Environmental regulations require us to reduce product energy usage, monitor and exclude an expanding list of restricted substances, and participate in required recovery and recycling of our products.
−Removed: Environmental and health and safety laws and regulations can be complex, and we have limited experience complying with such laws and regulations.
−Removed: Capital and operating expenses needed to comply with environmental laws and regulations can be significant, and violations may result in substantial fines and penalties, damages, suspension of production, or a cessation of our operations.
−Removed: Contamination at properties we currently operate at, where we formerly operated, or to which hazardous substances were sent by us, may subject us to liability pursuant to environmental laws and regulations, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, commonly known as CERCLA, which can impose liability for the full amount of remediation-related costs without regard to fault, for the investigation and cleanup of contaminated soil and ground water, for remediating contamination and impacts to human health, and for damages to natural resources.
−Removed: The costs of complying with environmental laws and regulations and any claims concerning noncompliance, or liability with respect to contamination in the future, could have a material adverse effect on our financial condition or operating results.
−Removed: We may face unexpected delays in obtaining the requisite permit and approvals in connection with our planned production facilities that could require significant time and financial resources and delay our ability to operate these facilities, which would adversely impact our business, prospects, financial condition, and operating results.
We are subject to U.S.
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Any violations of the laws and regulations described above may result in substantial civil and criminal fines and penalties, imprisonment, the loss of export or import privileges, debarment, tax reassessments, breach of contract and fraud litigation, reputational harm, and other consequences.
−Removed: Our business may be adversely affected by changes in regulations of automobiles and lasers or concerns that drive further regulation of the Automotive and laser markets.
−Removed: Government product safety regulations are an important factor for our business.
−Removed: Historically, these regulations imposed ever-more stringent safety regulations for automobiles and laser products.
−Removed: These safety regulations often require, or customers demand, automobiles have more safety features per vehicle and incorporate more advanced safety products.
−Removed: While we believe increasing automotive and laser safety standards will present a market opportunity for our products, governmental safety regulations are subject to change based on a number of factors that are not within our control, including new scientific or technological data, adverse publicity regarding industry recalls and safety risks of autonomous driving and ADAS products, accidents involving our products, domestic and foreign political developments or considerations, and litigation relating to our products and our competitors’ products.
−Removed: Changes in government regulations, especially in the autonomous driving and ADAS industries could adversely affect our business.
−Removed: If government priorities shift and we are unable to adapt to changing regulations, our business may be materially and adversely affected.
−Removed: Federal, state, and local regulators impose more stringent compliance and reporting requirements in response to product recalls and safety issues in the automotive industry.
−Removed: As the cars that utilize our sensors go into production, we will be subject to the existing stringent requirements of the National Traffic and Motor Vehicle Safety Act of 1966, or the Vehicle Safety Act, including a duty to report, subject to strict timing requirements, safety defects with our products.
−Removed: The Vehicle Safety Act imposes potentially significant civil penalties for violations, including the failure to comply with such reporting actions.
−Removed: We are also subject to the existing U.S.
−Removed: Transportation Recall Enhancement, Accountability and Documentation Act, or TREAD, which requires equipment manufacturers, such as us, to comply with “early warning” requirements by reporting certain information to the National Highway Traffic Safety Administration, or NHTSA, such as information related to defects or reports of injury related to our products.
−Removed: TREAD imposes criminal liability for violating such requirements if a defect subsequently causes death or bodily injury.
−Removed: In addition, the Vehicle Safety Act authorizes NHTSA to require a manufacturer to recall and repair vehicles that contain safety defects or fail to comply with U.S.
−Removed: federal motor vehicle safety standards.
−Removed: Sales into foreign countries may be subject to similar regulations.
−Removed: If we cannot rapidly address any safety concerns or defects with our products, our business, results of operations, and financial condition may be adversely affected.
−Removed: The adoption of autonomous and ADAS features by automotive OEMs may be delayed and our business impacted, as additional emissions and safety requirements are imposed on vehicle manufacturers.
−Removed: Vehicle regulators globally continue to consider new and enhanced emissions requirements, including electrification, to meet environmental and economic needs as well as pursue new safety standards to address emerging traffic risks.
−Removed: To control new vehicle prices, among other concerns, automotive OEMs may need to dedicate technology and cost additions to new vehicle designs to meet these emissions and safety requirements and postpone the additional costs associated with new autonomous and ADAS features.
−Removed: In the past year, we have seen what we reasonably believe to be delays in the implementation of ADAS features by OEMs that may utilize lidar technology, hence delaying sales of our products.
−Removed: Our business may be adversely affected if we fail to comply with the regulatory requirements under the Federal Food, Drug, and Cosmetic Act or other requirements imposed by the Food and Drug Administration, or FDA.
−Removed: As a lidar technology company, we rely on laser technology in our products and are therefore subject to the Electronic Product Radiation Control Provisions of the Federal Food, Drug, and Cosmetic Act.
−Removed: These requirements are enforced by the FDA.
−Removed: Electronic product radiation includes laser technology.
−Removed: Regulations governing these products are intended to protect the public from hazardous and unnecessary exposure.
−Removed: Manufacturers are required to certify by way of product labeling and reports to the FDA that their products comply with applicable performance standards as well as maintain manufacturing, testing, and distribution records for their products.
−Removed: Failure to comply with these requirements could result in enforcement action by the FDA, which could require us to cease distribution of our products, recall or remediate products already distributed to customers, or subject us to FDA enforcement actions.
+Added: Unforeseen issues could result in damage to certain property which could result in adverse effects on our business and reputation.
+Added: Our lidar utilizes lasers for performing 3D sensing.
+Added: While we have developed system components designed to help minimize our lidar lasers from causing property damage (including to cameras), in the event an unforeseen issue arises that results in property damage, our reputation or brand may be damaged, and we could face material legal claims for breach of contract, product liability, tort, or breach of warranty as a result.
+Added: Defending a lawsuit, regardless of merit, could be costly, divert management’s attention, and adversely affect the market’s perception of us and our products.
+Added: In addition, our business liability insurance coverage could prove inadequate with respect to any claim and future coverage may be unavailable on acceptable terms, or at all.
Failures, or perceived failures, to comply with privacy, data protection, and information security requirements in the variety of jurisdictions in which we operate, may adversely impact our business, and such legal requirements are evolving, uncertain, and may require improvements in, or changes to, our policies and operations.
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For instance, cyber criminals or insiders may target us or third parties with which we have a business relationship in order to obtain data, or in a manner that disrupts our operations or compromises our products, or the systems into which our products are integrated.
−Removed: We are assessing the continually evolving privacy and data security regimes and measures we believe are appropriate in response.
−Removed: Since these privacy and data security regimes are evolving, uncertain, and complex, especially for a global business like ours, we may need to update or enhance our compliance measures as our products, markets, and customer demands further develop, and these updates or enhancements may require implementation costs, which may be material.
+Added: We are assessing the continually evolving privacy and data security regimes and measures we believe are appropriate.
+Added: Since these privacy and data security regimes are evolving and complex, especially for a global business like ours, we may need to update or enhance our compliance measures as our products, markets, and customer demands further develop, and these updates or enhancements may require implementation costs, which may be material.
In addition, we may not be able to monitor and react to all developments in a timely manner.
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Such events may result in governmental enforcement actions and prosecutions, private litigation, fines and penalties or adverse publicity, and could cause our customers and business partners to lose trust in us, which could have an adverse effect on our reputation and business.
+Added: Our business may be adversely affected if we fail to comply with the regulatory requirements under the Federal Food, Drug, and Cosmetic Act or other requirements imposed by the Food and Drug Administration, or FDA.
+Added: As a lidar technology company, we rely on laser technology in our products and are therefore subject to the Electronic Product Radiation Control Provisions of the Federal Food, Drug, and Cosmetic Act.
+Added: These requirements are enforced by the FDA.
+Added: Electronic product radiation includes laser technology.
+Added: Regulations governing these products are intended to protect the public from hazardous and unnecessary exposure.
+Added: Manufacturers are required to certify by way of product labeling and reports to the FDA that their products comply with applicable performance standards as well as maintain manufacturing, testing, and distribution records for their products.
+Added: Failure to comply with these requirements could result in enforcement action by the FDA, which could require us to cease distribution of our products, recall or remediate products already distributed to customers, or subject us to FDA enforcement actions.
+Added: We are subject to various environmental laws and regulations that could impose substantial costs upon us and cause delays in building our production facilities.
+Added: Concerns over environmental pollution and climate change have produced significant legislative and regulatory efforts on a global basis, and we believe this will continue both in scope and in the number of countries participating.
+Added: In addition, as climate change issues become more prevalent, foreign, federal, state, and local governments and our customers have been responding to these issues.
+Added: The increased focus on environmental sustainability may result in new regulations and customer requirements, or changes in current regulations and customer requirements, which could materially and adversely impact our business, results of operations, and financial condition.
+Added: If we are unable to effectively manage real or perceived issues, including concerns about environmental impacts or similar matters, sentiments toward us or our products could be negatively impacted, and our business, results of operations, and financial condition could suffer.
+Added: In addition, any new environmental regulations or laws might increase the cost of raw materials or key components we use in our products.
+Added: Environmental regulations require us to reduce product energy usage, monitor and exclude an expanding list of restricted substances, and participate in required recovery and recycling of our products.
+Added: Environmental and health and safety laws and regulations can be complex, and we have limited experience complying with such laws and regulations.
+Added: Capital and operating expenses needed to comply with environmental laws and regulations can be significant, and violations may result in substantial fines and penalties, damages, suspension of production, or a cessation of our operations.
+Added: Contamination at properties we currently operate at, where we formerly operated, or to which hazardous substances were sent by us, may subject us to liability pursuant to environmental laws and regulations, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, commonly known as CERCLA, which can impose liability for the full amount of remediation-related costs without regard to fault, for the investigation and cleanup of contaminated soil and ground water, for remediating contamination and impacts to human health, and for damages to natural resources.
+Added: The costs of complying with environmental laws and regulations and any claims concerning noncompliance, or liability with respect to contamination in the future, could have a material adverse effect on our financial condition or operating results.
+Added: We may face unexpected delays in obtaining the requisite permit and approvals in connection with our planned production facilities that could require significant time and financial resources and delay our ability to operate these facilities, which would adversely impact our business, prospects, financial condition, and operating results.
Regulations related to conflict minerals may cause us to incur additional expenses and could limit the supply and increase the costs of certain metals used in the manufacturing of our products.
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Our efforts to protect and enforce our intellectual property rights and prevent third parties from violating our rights may be costly.
−Removed: The success of our products and our business depends in large part on our ability to obtain patents and other intellectual property rights and maintain adequate legal protection for our products in the United States and other foreign jurisdictions.
+Added: The success of our products and our business depend in large part on our ability to obtain patents and other intellectual property rights and maintain adequate legal protection for our products in the United States and other foreign jurisdictions.
We rely on a combination of patent, trademark, copyright, and trade secret laws, as well as confidentiality agreements and other contractual restrictions, to establish and protect our proprietary rights, all of which can only provide limited protection.
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Litigation may be necessary in the future to enforce or defend our intellectual property rights, to prevent unauthorized parties from copying or reverse engineering our solutions, to determine the validity and scope of the proprietary rights of others, or to block the importation of infringing products into the United States.
−Removed: Any such litigation, whether initiated by us or a third party, could result in substantial costs and diversion of management resources, either of which could adversely affect our business, operating results, and financial condition.
−Removed: Even if we obtain favorable outcomes in litigation, we may not be able to enforce the remedies, especially in the context of unauthorized parties copying or reverse engineering our solutions.
+Added: Any such litigation, whether initiated by us or a third party, could result in substantial costs and divert management, either of which could adversely affect our business, operating results, and financial condition.
+Added: Even if we obtain favorable outcomes in any litigation, we may not be able to enforce the remedies, especially in the context of unauthorized parties copying or reverse engineering our solutions.
Further, many of our current and potential competitors may have the ability to dedicate substantially greater resources to defending intellectual property infringement claims and to enforcing their intellectual property rights than we can.
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Further, a party making such a claim, if successful, could secure a judgment that requires us to pay substantial damages or obtain an injunction prohibiting us from continuing to sell certain products.
−Removed: An adverse determination also could invalidate our intellectual property rights and could adversely affect our ability to offer our products to our customers and may require that we procure or develop substitute products that do not infringe, which could require significant effort and expense.
+Added: An adverse determination could potentially invalidate our intellectual property rights, which could adversely affect our ability to offer our products to our customers and may require that we procure or develop substitute products that do not infringe, which could require significant effort and expense.
Any of these events could adversely affect our business, operating results, financial condition, and prospects.
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If another party has filed a patent application regarding the same subject matter as we have, we may not be entitled to the protection sought by the patent application.
−Removed: We also cannot be certain whether the claims included in a patent application will ultimately be allowed in the applicable issued patent.
+Added: Nor can we be certain that the claims included in a patent application will ultimately be allowed in the applicable issued patent.
Further, the scope of protection of issued patent claims is often difficult to determine.
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Our business relies on certain third-party software obtained under licenses from other companies.
−Removed: We anticipate that it will continue to rely on such third-party software in the future.
+Added: We anticipate that we will continue to rely on such third-party software in the future.
Although we believe that there are commercially reasonable alternatives to the third-party software we currently license, these alternatives may not always be available, or it may be difficult or costly to switch to an alternative.
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Risks Related to Being a Public Company
−Removed: We will incur increased costs as a result of operating as a public company, and our management will devote substantial time to compliance initiatives.
−Removed: We expect to incur significant legal, accounting, and other expenses that we did not incur as a private company, and these expenses will likely increase after we are no longer an emerging growth company, in 2026, as defined in Section 2(a) of the Securities Act.
−Removed: As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, and the Dodd-Frank Act, as well as rules adopted, and to be adopted, by the SEC and Nasdaq.
−Removed: Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives.
−Removed: Moreover, we expect these rules and regulations to substantially increase our legal and financial compliance costs and to make some activities more time-consuming and costly.
−Removed: These increased costs will increase our net loss.
−Removed: We cannot predict or estimate the amount or timing of additional costs we may incur to respond to these requirements.
−Removed: The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees, or as executive officers.
−Removed: Additionally, there continues to be public interest and increased legislative pressure related to environmental, social, and governance, or ESG, activities of public companies.
−Removed: For example, there is a growing number of states requiring organizations to report their board composition as well as mandating gender diversity and representation from underrepresented communities.
−Removed: We risk negative stockholder reaction, including from proxy advisory services, as well as damage to our brand and reputation, if we do not act responsibly in a number of key areas, including diversity and inclusion, environmental stewardship, support for local communities, corporate governance and transparency, and considering ESG and human capital factors in our operations.
−Removed: Our management team has limited experience managing a public company.
−Removed: Most of the members of our management team have limited experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws pertaining to public companies.
−Removed: Our management team may not successfully or efficiently manage their roles and responsibilities.
−Removed: Being a public company subjects us to significant regulatory oversight and reporting obligations under federal securities laws and the continuous scrutiny of securities analysts and investors.
−Removed: These obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, financial condition, and operating results.
+Added: Interest in our common stock from retail and other individual investors could result in increased volatility in the market price of our common stock, which could have a material adverse impact on the market price of our common stock and your investment.
+Added: Retail and other individual investors, which we believe make up a significant segment of our overall stockholder base, may have played a significant role in the market dynamics that have resulted in substantial volatility in the trading volume and market price of our stock, similar to what has been experienced by, for example, the common stock of GameStop Corp., AMC Entertainment Holdings, Inc., and certain other so-called “meme” stocks.
+Added: At such times, the rapid and substantial increases or decreases in the trading volume or market price of our stock may be unrelated to our operating performance, macroeconomic trends, or industry fundamentals, and substantial increases in the trading volume or value of our stock at such times may obscure the significant risks and uncertainties that we face.
+Added: This volatility has been attributed, in part, to strong and atypical retail investor interest, which may be expressed on financial trading and other social media sites and online forums.
+Added: We have in the past, and may in the future, experience significant interest in our common stock from such investors, and as a result the trading volume and market price of our common stock has been and may continue to be volatile.
+Added: There is no guarantee that we will continue to benefit from such retail and individual investor interest, even if our business or financial performance is strong.
+Added: If investor sentiment changes, this could have a material adverse impact on the market price of our common stock and your investment.
+Added: Retail and individual investor sentiment (including as may be expressed on financial trading and other social media sites and online forums) may also influence the amount and status of short interest in our common stock.
+Added: This could increase the likelihood of our common stock being the target of a “short squeeze,” particularly because a proportion of our common stock has been in the past and may in the future be traded by short sellers.
+Added: A short squeeze and/or focused investor trading in anticipation of a short squeeze could lead to volatile price movements in shares of our common stock that may be unrelated or disproportionate to our operating performance or prospects.
+Added: Or, if investors no longer believe a short squeeze is viable, the market price of our common stock may rapidly decline.
+Added: Accordingly, investors that purchase shares of our common stock during what may be considered a short squeeze may lose a significant portion of their investment.
Our business and operations could be negatively affected if we become subject to stockholder activism, which could cause us to incur significant expense, disrupt our business, result in a proxy contest or litigation, or impact our stock price.
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We may be subject to proxy contests in the future.
−Removed: Volatility in the price of our common stock or other reasons has caused, and may continue in the future to cause, us to become the target of securities litigation or stockholder activism.
−Removed: Activist stockholders who disagree with the composition of our Board, our strategy, or the way our Company is managed may seek to effect change through various strategies and channels, such as through commencing a proxy contest, making public statements critical of our performance or business, or engaging in other similar activities.
−Removed: Responding to any actions by activist stockholders, including proxy contests, can be costly and time-consuming, has diverted the attention of management, our Board, and our employees, and may be disruptive to our operations.
+Added: Volatility in the price of our common stock or other reasons has caused, and may in the future cause, us to become the target of securities litigation or stockholder activism.
+Added: Activist stockholders who disagree with the composition of our Board, our strategy, or the way we are managed may seek to effect change through various strategies and channels, such as through commencing a proxy contest, making public statements critical of our performance or business, or engaging in other similar activities.
+Added: Responding to any actions by activist stockholders, including proxy contests, can be costly and time-consuming, divert the attention of management, our Board, and our employees, and may be disruptive to our operations.
We may be required to incur significant fees and other expenses related to activist stockholder matters, including for third-party advisors.
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and may make it more difficult to attract and retain qualified personnel and business partners.
−Removed: In addition, activist directors may make overly burdensome demands of Company management and materially and unnecessarily increase management’s workload.
+Added: In addition, activist directors may make overly burdensome demands of our management and materially and unnecessarily increase management’s workload.
Furthermore, if customers choose to delay, defer, or reduce transactions with us or do business with our competitors instead of us, then our business, financial condition, and operating results would be adversely affected.
In addition, our share price could experience periods of increased volatility as a result of stockholder activism.
+Added: If securities or industry analysts cease publishing research or reports about us, our business, our competitors, or our market, or if they change their recommendations regarding our common stock adversely, then the price and trading volume of our common stock could decline.
+Added: The trading market for our common stock may be influenced by the research and reports that industry or securities analysts may publish about us, our business, our competitors, or our market.
+Added: If any of the analysts who cover us change their recommendation regarding our stock adversely, or provide more favorable relative recommendations about our competitors, the price of our common stock would likely decline.
+Added: In the past, analysts that previously covered us discontinued their coverage.
+Added: If the analysts that currently cover us stop doing so or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our stock price or trading volume to decline.
+Added: We will incur increased costs as a result of operating as a public company, and our management will devote substantial time to compliance initiatives.
+Added: We incur significant legal, accounting, and other expenses that we did not incur as a private company, and these expenses will likely increase after we are no longer an emerging growth company, in 2026, as defined in Section 2(a) of the Securities Act.
+Added: As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, and the Dodd-Frank Act, as well as rules adopted, and to be adopted, by the SEC and Nasdaq.
+Added: Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives.
+Added: Moreover, we expect these rules and regulations to substantially increase our legal and financial compliance costs and to make some activities more time-consuming and costly.
+Added: These increased costs will increase our net loss.
+Added: We cannot predict or estimate the amount or timing of additional costs we may incur to respond to these requirements.
+Added: The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees, or as executive officers.
+Added: Additionally, there continues to be public interest and increased legislative pressure related to environmental, social, and governance, or ESG, activities of public companies.
+Added: For example, there is a growing number of states requiring organizations to report their board composition as well as mandating gender diversity and representation from underrepresented communities.
+Added: We risk negative stockholder reaction, including from proxy advisory services, as well as damage to our brand and reputation, if we do not act responsibly in a number of key areas, including diversity and inclusion, environmental stewardship, support for local communities, corporate governance and transparency, and considering ESG and human capital factors in our operations.
+Added: Our management team has limited experience managing a public company.
+Added: Most of the members of our management team have limited experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws pertaining to public companies.
+Added: Our management team may not successfully or efficiently manage their roles and responsibilities.
+Added: Being a public company subjects us to significant regulatory oversight and reporting obligations under federal securities laws and the continuous scrutiny of securities analysts and investors.
+Added: These obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, financial condition, and operating results.
+Added: The provision of our Charter that authorizes our board of directors to issue preferred stock from time to time based on terms approved by our board of directors may delay, defer, or prevent a tender offer or takeover attempt that stockholders might consider in their best interest.
+Added: The provision of our Charter that authorizes our board of directors to issue preferred stock from time to time based on terms approved by our board of directors may delay, defer, or prevent a tender offer or takeover attempt that stockholders might consider to be in their best interest.
Our Charter provides, subject to limited exceptions, that the Court of Chancery of the State of Delaware and the federal district courts of the United States of America will be the sole and exclusive forums for substantially all disputes between us and our stockholders, which could limit our stockholders ’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.
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Alternatively, if a court were to find the choice of forum provision contained in our Charter to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in another jurisdiction, which could harm our business, financial condition, and results of operations.
−Removed: The provision of our Charter that authorizes our board of directors to issue preferred stock from time to time based on terms approved by our board of directors may delay, defer, or prevent a tender offer or takeover attempt that stockholders might consider in their best interest.
−Removed: The provision of our Charter that authorizes our board of directors to issue preferred stock from time to time based on terms approved by our board of directors may delay, defer, or prevent a tender offer or takeover attempt that stockholders might consider to be in their best interest.
−Removed: If securities or industry analysts cease publishing research or reports about us, our business, our competitors, or our market, or if they change their recommendations regarding our common stock adversely, then the price and trading volume of our common stock could decline.
−Removed: The trading market for our common stock will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our competitors, or our market.
−Removed: If any of the analysts who may cover us change their recommendation regarding our stock adversely, or provide more favorable relative recommendations about our competitors, the price of our common stock would likely decline.
−Removed: In the past, analysts that previously covered us, stopped their coverage of us.
−Removed: If no analysts cover us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our stock price or trading volume to decline.
−Removed: Interest in our common stock from retail and other individual investors could result in increased volatility in the market price of our common stock, which could have a material adverse impact on the market price of our common stock and your investment.
−Removed: Retail and other individual investors, which we believe make up a significant segment of our overall stockholder base, may have played a significant role in the market dynamics that have resulted in substantial volatility in the trading volume and market price of our stock, similar to what has been experienced by, for example, the common stock of GameStop Corp., AMC Entertainment Holdings, Inc.
−Removed: and certain other so-called “meme” stocks.
−Removed: At such times, the rapid and substantial increases or decreases in the trading volume or market price of our stock may be unrelated to our operating performance, macroeconomic trends, or industry fundamentals, and substantial increases in the trading volume or value of our stock at such times may obscure the significant risks and uncertainties that we face.
−Removed: This volatility has been attributed, in part, to strong and atypical retail investor interest, which may be expressed on financial trading and other social media sites and online forums.
−Removed: We have in the past and may in the future experience significant interest in our common stock from such investors, and as a result the trading volume and market price of our common stock has been and may continue to be volatile.
−Removed: There is no guarantee that we will continue to benefit from such retail and individual investor interest, even if our business or financial performance is strong.
−Removed: If investor sentiment changes, this could have a material adverse impact on the market price of our common stock and your investment.
−Removed: Retail and individual investor sentiment (including as may be expressed on financial trading and other social media sites and online forums) may also influence the amount and status of short interest in our common stock.
−Removed: This could increase the likelihood of our common stock being the target of a “short squeeze,” particularly because a proportion of our common stock has been in the past and may in the future be traded by short sellers.
−Removed: A short squeeze and/or focused investor trading in anticipation of a short squeeze could lead to volatile price movements in shares of our common stock that may be unrelated or disproportionate to our operating performance or prospects.
−Removed: Or, if investors no longer believe a short squeeze is viable, the market price of our common stock may rapidly decline.
−Removed: Accordingly, investors that purchase shares of our common stock during what may be considered a short squeeze may lose a significant portion of their investment.
We do not expect to declare any dividends in the foreseeable future.
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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.