What changed in this filing

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Item 1A. Risk Factors

2026-03-26 compared with 2025-03-27 · 67 added, 77 removed, 292 unchanged (33% of the section changed)

Investing in our common stock involves a high degree of risk.

You should carefully consider the risks and uncertainties described below, together with all of the other information in this Annual Report on Form 10-K, including our consolidated financial statements and related notes, before investing in our common stock.

You should carefully consider the risks and uncertainties described below, together with all of the other information in this Form 10-K, including our consolidated financial statements and related notes, before investing in our common stock.

If any of the following risks materialize, our business, financial condition, results of operations and prospects could be materially and adversely affected.

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Risks Specific to Our Company

We have derived, and expect to continue to derive, a significant amount of revenue from a small number of customers.

We have derived, and expect to continue to derive, a significant share of our revenue from a small number of customers.

Historically, we have earned, and believe that in the future we will continue to earn, a substantial portion of our revenue from a relatively small number of customers.

In 2024, our top three customers accounted for 15%, 12% and 5% of our revenue, respectively.

In 2025, our top two customers accounted for 18% and 9% of our revenue, respectively.

If we were to either lose one of our major customers or have a major customer significantly reduce its volume of business with us, our business, results of operations and financial condition would be harmed unless we were able to replace such demand with other orders promptly.

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A failure to obtain an adequate supply of the materials for our products could increase our costs (because purchases on the spot market would likely be more expensive), cause us to fail to meet delivery commitments and/or cause our customers to purchase from our competitors, which could adversely affect our operating results and customer relationships.

Additionally, our sourcing operations may also be hurt by health concerns regarding the outbreak of viruses, widespread illness, infectious diseases, contagions and the occurrence of unforeseen epidemics (including the outbreak of the coronavirus and its potential impact on our financial results) in countries in which our products are manufactured.

Additionally, our sourcing operations may also be hurt by health concerns regarding the outbreak of viruses, widespread illness, infectious diseases, contagions and the occurrence of unforeseen epidemics (including a recurrence of the COVID-19 coronavirus and its potential impact on our financial results) in countries in which our products are manufactured.

Moreover, negative press or reports about internationally manufactured products may sway public opinion, and thus customer confidence, away from our products.

Furthermore, changes in U.S.

trade policies, such as those being implemented by the new U.S.

trade policies, such as those being implemented by the current U.S.

administration.

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Fremont, California;

Irvine, Scotland;

and Barnsley, England.

and Irvine, Scotland.

These facilities are vulnerable to damage from earthquakes, floods, fires, power loss and similar events.

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Our products have in the past contained, and may in the future contain, errors or defects that may be detected at any point in the life of the product.

Detection of such errors could result in delays in sales during the period required to correct such errors.

Detection of such errors could result in delays in sales during the period required to correct them.

Defects may also result in product returns, loss of sales and cancelled orders, delays in market acceptance, injury to our reputation, injury to customer relationships and increased warranty costs, which could have an adverse effect on our business, operating results and financial condition.

Our insurance may not be sufficient to fully cover us against any liability arising out of such defects.

In addition, events beyond our control, such as disruptions in operations due to natural or man-made disasters, inclement weather conditions, accidents, system failures, power outages, political instability, physical or cyber break-ins, server failure, work stoppages, slowdowns or strikes by employees, acts of terrorism, the outbreak of viruses, widespread illness, infectious diseases, contagions and the occurrence of unforeseen epidemics and other unforeseen or catastrophic events, could damage our manufacturing facilities or our vendors’ fulfillment centers or render them inoperable, making it difficult or impossible for us or our vendors to process customer orders for an extended period of time.

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We cannot guarantee that our solutions for new markets will be successful or that we will be able to generate significant revenue from these markets.

Our HMI and gas-sensing solutions may not be successful in new markets.

Various target markets for our products and solutions may develop more slowly than anticipated or participants in those markets could choose to utilize competing technologies.

Our products and solutions may not be successful in new markets.

Various of our target markets may develop more slowly than anticipated or participants in those markets could choose to utilize competing technologies.

The markets for certain of our HMI products depend in part upon the continued development and deployment of wireless and other technologies, which may or may not address the needs of the users of these products.

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● the ability of our technologies and product solutions to address the needs of these markets;

● the price and performance requirements of our customers and the preferences of end users;

● the price and performance requirements of our customers and the preferences of their end-users;

● our ability to provide our customers with solutions that provide advantages in terms of size, power consumption, reliability, durability, performance and value-added features compared with alternative solutions;

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As a result of this, our success depends almost entirely upon the widespread market acceptance of our customers’ products that incorporate our solutions.

Even if our technologies successfully meet our customers’ price and performance goals, our sales would decline or fail to develop if our customers do not achieve commercial success in selling their products that incorporate our solutions.

Our customers generally do not provide us with firm, long-term volume purchase commitments, opting instead to issue purchase orders that they can cancel, reduce, or delay at any time.

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We face risks associated with security breaches or cyber-attacks of our computer systems or those of our third-party representatives, vendors, and service providers.

Armed conflicts in the Middle East and between Russia and Ukraine, and tensions with countries such as Iran and North Korea and resulting geopolitical uncertainties also could result in an increase in cyberattacks that could either directly or indirectly impact our operations.

Heightened geopolitical tensions, armed conflicts, and broader global uncertainties may increase the likelihood of cyber threats, which could directly or indirectly disrupt our operations.

Although we have implemented security procedures and controls to address these threats, such as firewalls, encryption, access controls, and employee training, cybersecurity threats are dynamic and evolving and our systems may still be vulnerable to theft, loss or misuse of data, including proprietary or confidential information, relating to our business, products, employees, suppliers and customers;

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● provide products that are not only technologically sophisticated and well supported but are also available at a price within market tolerances and competitive with comparable products;

● establish and effectively defend our ownership on the intellectual property supporting our products;

● establish and effectively defend our ownership of the intellectual property supporting our products;

● enter into relationships with other companies that have developed complementary technology on which our products also depend.

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There is a limited or no public market for our securities.

While our common stock is quoted on The Nasdaq Capital Market, the daily trading volume is typically very low.

This is due in part to the significant percentage (approximately 83% as of December 31, 2024) of our shares that are held by officers and directors and their affiliates.

While our common stock, $0.001 par value per share (“Common Stock”), is quoted on The Nasdaq Capital Market, the daily trading volume is typically very low.

This is due in part to the significant percentage (approximately 77% as of December 31, 2025) of our shares that are held by officers and directors and their affiliates, primarily Mr.

We cannot predict the extent to which investor interest in our Company will lead to the development of an active trading market or how liquid that market might become.

The lack of an active market may reduce the value of shares of our common stock and impair the ability of our stockholders to sell their shares at the time or price at which they wish to sell them.

An inactive market may also impair our ability to raise capital by selling our common stock (or other securities convertible into our common stock) and may impair our ability to acquire or invest in other companies, products, or technologies by using our common stock as consideration.

The lack of an active market may reduce the value of our Common Stock and impair the ability of our stockholders to sell their shares at the time or price at which they wish to sell them.

An inactive market may also impair our ability to raise capital by issuing Common Stock (or other securities convertible into Common Stock) and may impair our ability to acquire or invest in other companies, products, or technologies by using our stock as consideration.

The price of our Common Stock may be volatile, and the value of a stockholder’s investment could decline.

Technology stocks have historically experienced high levels of volatility.

The trading price of our common stock may fluctuate substantially, depending on many factors, some of which are beyond our control and may not be related to our operating performance.

These fluctuations could cause investors to lose all or part of their investment in our common stock.

Factors that could cause fluctuations in the trading price of our common stock include, without limitation, the following:

Technology stocks, including our Common Stock, have historically experienced high levels of volatility.

The trading price of our shares may continue to fluctuate substantially, depending on many factors, some of which are beyond our control and may not be related to our operating performance.

These fluctuations could cause investors to lose all or part of their investment.

Factors that could cause fluctuations in the trading price of our shares include, without limitation, the following:

● announcements of new offerings, products, services or technologies, commercial relationships, acquisitions or other events by us or our competitors;

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● lockup releases, and sales of large blocks of our Common Stock;

● the impact of outbreaks, and threat or perceived threat of outbreaks, of epidemics and pandemics, including, without limitation, the coronavirus outbreak in 2020 and the current avian flu outbreak, on our sourcing and manufacturing operations as well as on consumer spending;

● the impact of outbreaks, and threat or perceived threat of outbreaks, of epidemics and pandemics, including, without limitation, a resurgence of the COVID-19 coronavirus, on our sourcing and manufacturing operations as well as on consumer spending;

● departures of key employees;

● an adverse impact on the company from any of the other risks cited herein.

In addition, if the market for technology stocks or the stock market, in general, experiences a loss of investor confidence, the trading price of our common stock could decline for reasons unrelated to our business, results of operations or financial condition.

In addition, if the market for technology stocks, or the stock market in general, experiences a loss of investor confidence, the trading price of our shares could decline for reasons unrelated to our business, results of operations or financial condition.

The trading price of our Common Stock might also decline in reaction to events that affect other companies in our industry even if these events do not directly affect us.

In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company.

If our stock price is volatile, we may become the target of securities litigation.

Securities litigation could result in substantial costs and divert our management’s attention and resources from our business.

If our stock price is volatile, we may become the target of securities litigation, which could result in substantial costs and divert our management’s attention and resources from our business.

This could have a material adverse effect on our business, results of operations and financial condition.

The liquidation preference of shares of our Preferred Stock currently outstanding or issued in the future would reduce the amount available to our common stockholders in the event of our liquidation or winding up.

We currently have one series of Preferred Stock outstanding, the Series A Convertible Preferred Stock.

Holders of our Series A Convertible Preferred Stock have a liquidation preference equal to the greater of $25.00 per share plus any accrued and unpaid dividends, and such amount per share as would have been payable had all shares of Series A Convertible Preferred Stock been converted into our common stock in the event of our liquidation or winding up.

This means that those holders are entitled to receive the liquidation preference before any payment or other distribution of assets to our common stockholders, and the amount of any such payment or other distribution to our common stockholders will be reduced by that amount.

The aggregate liquidation preference of the Series A Convertible Preferred Stock as of December 31, 2024 was $5 million.

We may also issue additional shares of preferred stock in the future.

While we cannot predict the amount of any such issuance or the liquidation preference of any such shares, the holders likely would be similarly entitled to preference upon any liquidation or winding up of the Company.

The issuance of shares of common stock upon conversion of the Series A Convertible Preferred Stock may cause immediate and substantial dilution to our existing stockholders.

Our Series A Convertible Preferred Stock is presently convertible into 600,000 shares of common stock.

The issuance of shares of common stock upon conversion of shares of our Series A Convertible Preferred Stock will result in dilution to the interests of other common stockholders.

The same would be true of any shares of convertible preferred stock we may issue in the future.

Certain provisions in our Series A Convertible Preferred Stock may impact our ability to obtain additional financing in the future.

In addition to cash flows generated from operations, we may need to raise capital in the future through the issuance of capital stock.

In order to issue any class of capital stock or series of preferred stock the terms of which expressly provide that such class or series will rank on parity with or senior to the Series A Convertible Preferred Stock upon our liquidation, winding-up or dissolution, we must obtain the affirmative consent of holders of a majority of the then-outstanding shares of our Series A Convertible Preferred Stock.

If we are unable to obtain the consent of these stockholders in connection with future financings, we would be unable to issue capital stock that is on parity with or senior to the Series A Convertible Preferred Stock, which may prevent us from raising additional capital on acceptable terms, or at all.

The issuance of shares of our Preferred Stock in the future would reduce the amount available to our holders of Common Stock in the event of our liquidation or winding up, utilize cash resources in the payment of dividends, and potentially limit our ability to obtain additional financing thereafter.

We currently have no shares of Preferred Stock outstanding but may issue shares in the future.

While we cannot predict the amount of any such issuance or the liquidation preference or dividend rights of any such shares, the holders would be entitled to receive the applicable liquidation preference plus any accrued and unpaid dividends in the event of our liquidation or winding up before any payment or other distribution of assets to holders of our Common Stock, and the amount of any such payment or other distribution to such holders would be correspondingly reduced.

In addition, the payment of dividends on such shares could reduce the amount of cash available to us to invest in our business.

If such shares are convertible into shares of our Common Stock, the issuance of such shares upon such conversion would likely result in dilution to the interests of other common stockholders.

The terms of any Preferred Stock we may issue may restrict our ability to raise additional capital on acceptable terms, or at all.

If securities or industry analysts do not publish research or reports about our business, or if they publish inaccurate or unfavorable research reports, our share price and trading volume could decline.

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Bronson may have interests that differ from yours and he may vote in a manner that is adverse to your interests.

This concentration of ownership may have the effect of deterring, delaying or preventing a change of control of our company, could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company and might ultimately affect the market price of our common stock.

We do not intend to pay dividends on our common stock for the foreseeable future and, consequently, our common stockholders’ ability to achieve a return on their investment will depend on appreciation in the price of our common stock.

This concentration of ownership may have the effect of deterring, delaying or preventing a change of control of our company, could deprive our other common stockholders of an opportunity to receive a premium for their shares as part of a sale of our company and might ultimately affect the market price of our shares.

We do not intend to pay dividends on our Common Stock for the foreseeable future and, consequently, our common stockholders’ ability to achieve a return on their investment will depend on appreciation in the price of our shares.

We have never declared or paid cash dividends on our Common Stock, and we do not anticipate paying any such dividends in the foreseeable future.

The declaration, amount and payment of any future dividends on shares of our common stock, if any, is subject to the designations, rights and preferences of the Series A Convertible Preferred Stock and will be at the sole discretion of our Board of Directors, which may take into account general and economic conditions, our financial condition and results of operations, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions, the implications of the payment of dividends by us to our stockholders or by our subsidiaries to us, and any other factors that our Board of Directors may deem relevant.

As a result, stockholders may only receive a return on their investment in our common stock if the market price of our common stock increases.

The declaration, amount and payment of any future dividends on our shares, if any, may be subject to the designations, rights and preferences of any Preferred Stock that we may issue in the future and will be at the sole discretion of our Board, which may take into account general and economic conditions, our financial condition and results of operations, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions, the implications of the payment of dividends by us to our stockholders or by our subsidiaries to us, and any other factors that the Board may deem relevant.

As a result, stockholders may only receive a return on their investment in our shares if the market price increases.

Our charter documents and Nevada law could discourage takeover attempts and lead to management entrenchment.

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These provisions include:

● the ability of our Board of Directors to issue shares of 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 exclusive right of our Board of Directors to elect a director to fill a vacancy created by the expansion of our 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;

● the requirement that a special meeting of stockholders may be called only by our Board of Directors, by majority vote, or by any shareholder or group of shareholders who own and have the right to vote more than 25% of our issued and outstanding securities, which could delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors;

● the ability of our Board of Directors, by majority vote, to amend our bylaws, which may allow our board of directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend our amended and restated bylaws to facilitate an unsolicited takeover attempt.

We also are subject to provisions of Nevada law found in Nevada Revised Statutes, Sections 78.411 to 78.444, inclusive, that prohibit us from engaging in any business combination with any “interested stockholder,” meaning generally that a stockholder who beneficially owns 10 percent (10%) or more of our stock, cannot acquire us for a period of time after the date this person became an interested stockholder, unless various conditions are met, such as approval of the transaction by our Board of Directors and stockholders.

● the ability of the Board to cause the company to issue shares of 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 exclusive right of the Board to elect a director to fill a vacancy created by the expansion of the Board or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on the Board;

● the requirement that a special meeting of stockholders may be called only by the Board, by majority vote, or by any shareholder or group of shareholders who own and have the right to vote more than 25% of our issued and outstanding securities, which could delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors;

● the ability of the Board, by majority vote, to amend our bylaws, which may allow the Board to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend our amended and restated bylaws to facilitate an unsolicited takeover attempt.

We also are subject to provisions of Nevada law found in Nevada Revised Statutes, Sections 78.411 to 78.444, inclusive, that prohibit us from engaging in any business combination with any “interested stockholder,” meaning generally that a stockholder who beneficially owns 10 percent (10%) or more of our stock cannot acquire us for a period of time after the date this person became an interested stockholder, unless various conditions are met, such as approval of the transaction by the Board and stockholders.

Risks Related to Government Regulation

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General Risks

Our business, financial position, results of operations, and cash flows may be adversely affected by the global COVID-19 pandemic, in particular if there is a resurgence in infections, or any broad outbreak of an avian flu or other epidemic in the human population.

The persistent challenges stemming from the COVID-19 pandemic continue to pose significant risks to our business operations, financial performance, and outlook.

While there have been advancements in managing the spread of the virus and increasing vaccination rates, uncertainties remain regarding its long-term effects and potential resurgence.

The ongoing pandemic has the potential to continue to disrupt global supply chains, affect consumer behavior, cause significant volatility and disruption of financial markets and prompt regulatory responses, any and all of which can adversely impact our operations and financial position.

Because the severity, magnitude and duration of the pandemic and its economic consequences are uncertain, vary by region, and are rapidly changing and difficult to predict, its full impact on our operations and financial performance, as well as its impact on our near-term ability to successfully execute our strategic objectives, remains similarly uncertain and difficult to predict.

Our business, financial position, results of operations, and cash flows may be adversely affected by a resurgence of the global COVID-19 pandemic or any broad outbreak of any other epidemic in the human population.

The persistent challenges stemming from the COVID-19 pandemic and the possibility of a resurgence in infections or the outbreak of another global pandemic continue to pose significant risks to our business operations, financial performance, and outlook.

While there have been advancements in managing the spread of the COVID-19 virus and increasing vaccination rates, uncertainties remain regarding its long-term effects and potential resurgence.

The COVID-19 pandemic demonstrated the potential of a global health crisis to to disrupt global supply chains, affect consumer behavior, cause significant volatility and disruption of financial markets and prompt regulatory responses, any and all of which can adversely impact our operations and financial position.

Because the severity, magnitude and duration of a pandemic such as COVID-19 and its economic consequences are uncertain, vary by region, and are rapidly changing and difficult to predict, its full impact on our operations and financial performance, as well as its impact on our near-term ability to successfully execute our strategic objectives, remains similarly uncertain and difficult to predict.

As the situation evolves, we face the risk of additional disruptions due to new variants of the virus, changes in public health guidelines, or unforeseen events that could further exacerbate operational challenges.

Moreover, economic recovery remains uneven across regions, which may continue to influence consumer spending patterns and market dynamics.

Further, the pandemic’s ultimate impact depends in part on many factors not within our control and which may vary by region (heightening the uncertainty as to the ultimate impact COVID-19 may have on our operations and financial performance), including, without limitation:

Further, the pandemic’s ultimate impact depends in part on many factors not within our control and which may vary by region (heightening the uncertainty as to the ultimate impact COVID-19 or a subsequent pandemic may have on our operations and financial performance), including, without limitation:

restrictive governmental and business actions that have been and continue to be taken in response (including travel restrictions, work from home requirements, and other workforce limitations);

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and how significantly the number of cases increases as economies begin to open and restrictive governmental and business actions are relaxed.

In addition, the COVID-19 pandemic subjects our operations and financial performance to several risks, including the following:

In addition, a pandemic outbreak such as COVID-19 subjects our operations and financial performance to several risks, including the following:

● Operations-related risks :

Our business is facing increased operational challenges including a heightened need to protect employee health and safety, office shutdowns, workplace disruptions, and restrictions on the movement of people, both at our own offices and at those of our clients and suppliers.

During the early years of the pandemic, we experienced lower demand and volume for products and services, client requests for engagement deferrals or other contract modifications, and other circumstances related directly and indirectly to the pandemic that adversely impacted our business.

While these factors have begun to decline and projected demand for our products has stabilized, there can be no assurance that we will not again experience significant declines in product sales due to COVID-19.

During the early years of the COVID-19 pandemic, we experienced lower demand and volume for products and services, client requests for engagement deferrals or other contract modifications, and other circumstances related directly and indirectly to the pandemic that adversely impacted our business.

● Client-related risks :

Our clients have been and will continue to be disrupted by quarantines and restrictions on employees’ ability to work and office closures.

Such disruptions have and may continue to restrict our ability to provide products and services to our clients and have also and may continue to reduce demand for our products and services.

In addition, the COVID-19 pandemic adversely affected the global economy and the economies and financial markets of many countries, and a re-emergence of the pandemic could result in further economic downturns affecting demand for our products and services and impact our operations.

Our clients were and could again be disrupted by quarantines and restrictions on employees’ ability to work and office closures.

Such disruptions restricted and could again restrict our ability to provide products and services to our clients and reduce demand for our products and services.

In addition, the COVID-19 pandemic adversely affected the global economy and the economies and financial markets of many countries, and a recurrence of a global pandemic could result in further economic downturns affecting demand for our products and services and impact our operations.

● Employee-related risks :

We have experienced and may in the future experience disruptions to our operations resulting from quarantines, self-isolations, or other movement and restrictions on the ability of our employees to perform their jobs that may impact our ability to deliver our products and services in a timely manner or meet milestones or customer commitments.

The full extent of the effect of the pandemic on us, our customers, our supply chain and our business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity of the outbreak or subsequent outbreaks.

We may continue to experience the effects of the pandemic even now that its severity has waned, and our business, results of operations and financial condition could continue to be affected.

In particular, if COVID-19 re-emerges with serious and widespread impact on public health, particularly in the United States, China,or the United Kingdom where our operations are most concentrated, and results in a prolonged period of travel, commercial, social and other similar restrictions, we could experience, among other things:

We experienced and may in the future experience disruptions to our operations resulting from quarantines, self-isolations, or other movement and restrictions on the ability of our employees to perform their jobs that may impact our ability to deliver our products and services in a timely manner or meet milestones or customer commitments.

The full extent of the effect of the COVID-19 pandemic and any future global pandemic on us, our customers, our supply chain and our business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity of the outbreak or subsequent outbreaks.

We may continue to experience the effects of a pandemic even after its initial severity has waned, and our business, results of operations and financial condition could continue to be affected.

In particular, if COVID-19 re-emerges or another virus emerges with serious and widespread impact on public health, particularly in the United States, China,or the United Kingdom where our operations are most concentrated, and results in a prolonged period of travel, commercial, social and other similar restrictions, we could experience, among other things:

● Adverse impacts on our operations and financial results caused by government and regulatory measures to contain or mitigate the spread of the virus, temporary closures of our facilities or the facilities of our customers or suppliers, which could impact our ability to timely meet our customers’ orders or negatively impact our supply chain;

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● Interruptions to the operations of our business if the health of our executives, management personnel and other employees are affected, particularly if a significant number of individuals are impacted;

● Litigation, manufacturing delays and harm to our reputation resulting from any accident, illness, or injury to our employees related to COVID-19 that could negatively affect our business, results of operations and financial condition;

● Litigation, manufacturing delays and harm to our reputation resulting from any accident, illness, or injury to our employees related to the pandemic that could negatively affect our business, results of operations and financial condition;

● Changes in prices of products and services impacted by worldwide demand and by the pandemic, which price increases could materially increase our operating costs and adversely affect our profit margin;

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● Costs incurred and revenues lost during and from the effects of the COVID-19 pandemic that likely will not be recoverable.

The COVID-19 pandemic may also affect our operations and financial results in a manner that is not presently known to us or that we currently do not expect to present significant risks to our operations or financial results.

The degree to which COVID-19 impacts our results will depend on future developments, and there is no certainty that measures we have taken or will take will be sufficient to mitigate the risks posed by the virus.

The COVID-19 pandemic or another global pandemic may also affect our operations and financial results in a manner that is not presently known to us or that we currently do not expect to present significant risks to our operations or financial results.

The degree to which a pandemic impacts our results will depend on future developments, and there is no certainty that measures we have taken or will take will be sufficient to mitigate the risks posed by the virus.

Additional impacts and risks may arise that we or our customers, suppliers, and other partners are not aware of or able to respond to effectively, and which may adversely affect us.

The impact of COVID-19 can also exacerbate other risks discussed in this Risk Factors section and throughout this report.

The impact of a pandemic can also exacerbate other risks discussed in this Risk Factors section and throughout this report.

Investors should carefully evaluate the potential implications of ongoing COVID-19 challenges and other potential pandemics on our financial performance, operational resilience, and competitive position when making investment decisions.

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We expect that responding to changes in our business will place a significant strain on our personnel, management systems, infrastructure and other resources.

Our ability to manage change effectively will require us to attract, train, motivate and manage new employees, to reallocate human and other resources to support new undertakings and to restructure our operations to manage a restructured business effectively.

If we are unable to respond effectively to change, our operations could be adversely affected and our business could be impaired.

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Our international operations involve a number of risks, including with respect to:

● import-export license agreements, tariffs (which may be increasing globally), taxes and other trade barriers;

● import-export license agreements, tariffs (which have been increasing globally), taxes and other trade barriers;

● staffing and managing foreign operations;

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● reduced protection of intellectual property rights;

● the impact of outbreaks, and threat or perceived threat of outbreaks, of epidemics and pandemics, including, without limitation, the coronavirus outbreak, on our sourcing and manufacturing operations as well as consumer spending;

● the impact of outbreaks, and threat or perceived threat of outbreaks, of epidemics and pandemics, including, without limitation, the COVID – 19 virus, on our sourcing and manufacturing operations as well as consumer spending;

● political and economic instability, and terrorism;

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The current U.S.

political climate, marked by rapid policy changes and regulatory shifts under the Trump-Vance administration, presents significant uncertainties for our global operations.

political climate, marked by rapid policy changes and regulatory shifts under the current administration, presents significant uncertainties for our global operations.

In particular, escalating geopolitical tensions involving key global markets could impact our supply chain stability and market access.

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Acquisitions involve multiple risks and uncertainties.

Within the last 18 months, we completed the acquisitions of SPEC, KWJ, Calman, and Conductive Transfers, and we expect to make further acquisitions in the future.

Within the last three years, we completed the acquisitions of SPEC, KWJ, Calman, and Conductive Transfers, and we expect to make further acquisitions in the future.

Acquisitions involve numerous inherent challenges, such as properly evaluating acquisition opportunities, properly evaluating risks and other diligence matters, ensuring adequate capital availability and balancing other resource constraints.

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In order to maintain and improve our disclosure controls and procedures and internal controls over financial reporting to meet this standard, significant resources and management oversight is required.

As a result, management’s attention may be diverted from other business concerns, which could harm our business and results of operations.

result, management’s attention may be diverted from other business concerns, which could harm our business and results of operations.

We may need to hire additional employees to comply with these requirements, which will increase our costs and expenses.

In addition, being a public company subject to these rules and regulations make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage.

These factors could also make it more difficult for us to attract and retain qualified executive officers and qualified members of our Board of Directors, particularly to serve on our audit committee and compensation committee.

These factors could also make it more difficult for us to attract and retain qualified executive officers and qualified members of our Board, particularly to serve on our audit committee and compensation committee.

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