What changed in this filing

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Item 1A. Risk Factors

2026-04-20 compared with 2025-04-25 · 18 added, 26 removed, 332 unchanged (12% of the section changed)

17 unchanged sentences

If our customers experience financial difficulties or their own customers delay payment to them, they may not be able to pay, or may delay payment of, accounts receivable owed to us.

Disruptions in the financial markets or other macro-economic issues, such as volatility in price of oil or other hydrocarbons or a worldwide pandemic, such as the global pandemic, could exacerbate financial difficulties for our customers.

Disruptions in the financial markets or other macro-economic issues, such as wars, volatility in price of oil or other hydrocarbons or a worldwide pandemic, such as the global pandemic, could exacerbate financial difficulties for our customers.

Any inability of customers to pay us for products and services could adversely affect our financial condition and results of operations.

1 unchanged sentence

Contractual payment terms vary by customer and by contract and, under certain circumstances, we may grant extended payment terms to our customers.

As of January 31, 2025, we had an allowance for credit losses of approximately $332,000 related to accounts receivable from continuing operations.

As of January 31, 2026, we had an allowance for credit losses of approximately $332,000 related to accounts receivable.

For fiscal 2026 and fiscal 2025, we had no charges to our provision for credit losses.

Significant payment defaults by our customers in excess of our allowance for credit losses would have a material adverse effect on our financial position and results of operations.

We derive the majority

of our revenues from foreign operations and sales, which pose additional risks including economic, political and other uncertainties.

We derive the majority of our revenues from foreign operations and sales, which pose additional risks including economic, political and other uncertainties.

We conduct operations on a global scale.

27 unchanged sentences

These international transactions may otherwise be subject to tariffs and import/export restrictions from the United States or other governments.

We are subject to taxation in many foreign jurisdictions and the final determination of our tax liabilities involves the interpretation of the statutes and requirements of taxing authorities worldwide.

We are subject to taxation in several foreign jurisdictions and the final determination of our tax liabilities involves the interpretation of the statutes and requirements of taxing authorities in those foreign jurisdictions.

Our tax returns are subject to routine examination by taxing authorities, and these examinations may result in assessments of additional taxes, penalties and/or interest.

72 unchanged sentences

Additionally, lead times for other components have increased in some cases.

A shortage of key components may cause a significant disruption to our production activities, which could have a substantial adverse effect on its financial condition or results of operations.

A shortage of key components may cause a significant disruption to our production activities, which could have a substantial adverse effect on our financial condition or results of operations.

We cannot predict the consequences of future geopolitical events, but they may adversely affect the markets in which we operate, our operations, or our results of operations.

6 unchanged sentences

We have not been directly impacted by the Israel-Hamas conflict.

However, the historic volatility in the Middle East, including as a result of recent events in Israel and Gaza, may result in political instability and societal disruption could reduce overall demand for oil and natural gas, potentially putting downward pressure on demand for our services and causing a reduction in our revenue.

However, the historic volatility in the Middle East, including as a result of recent events in Israel and Gaza, may result in political instability and societal disruption that could reduce overall demand for oil and natural gas, potentially putting downward pressure on demand for our services and causing a reduction in our revenue.

In February 2026, the United States and Israel launched military operations against Iran, resulting in an armed conflict that has caused significant disruption to global energy markets and international shipping, including the closure of the Strait of Hormuz.

The conflict and resulting instability in the Middle East and broader Gulf region could reduce overall demand for oil and natural gas or disrupt our operations and supply chains, potentially putting downward pressure on demand for our products and services and causing a reduction in our revenue.

The ultimate scope and duration of the conflict, and its impact on the global economy, remain uncertain.

Inflation and price volatility in the global economy could negatively impact our business and results of operations.

22 unchanged sentences

Trade tensions have led to a series of tariffs imposed by the United States on imports from China, as well as retaliatory tariffs imposed by China on imports from the United States.

Additionally, the current Trump presidential administration has announced plans to impose broad-based tariffs on imports from Canada and Mexico and countries in the European Union.

Additionally, the current Trump presidential administration has imposed broad-based tariffs on imports from numerous countries.

The scope, legal authority and durability of these tariffs remain uncertain and subject to change.

If supplies we purchase from China and other international suppliers become subject to tariffs, our operation costs could increase.

36 unchanged sentences

If we cannot access additional capital, we may not be able to grow our business.

We may seek to access additional capital from entering into a sale/lease transaction regarding our Huntsville, Texas facility, by entering into other borrowing arrangement or by issuing debt or equity securities.

As of January 31, 2025, under our Amended and Restated Articles of Incorporation, we are authorized to issue up to 40,000,000 shares of our Common Stock and 2,000,000 shares of Preferred Stock, of which 7,969,421 shares of Common Stock and zero shares of Preferred Stock are issued and outstanding.

We cannot predict the availability, size or price of any future issuances of Common Stock or Preferred Stock or other instruments convertible into equity, and the effect, if any, that such future issuances and sales will have on the market price of our securities or our ability to raise additional capital through stock issuances.

Any additional issuances of Common Stock or securities convertible into, or exercisable or exchangeable for, such stock may ultimately result in dilution to the holders of stock, dilution in our future earnings per share and may have a material adverse effect upon the market price of the stock of the Company.

We cannot be certain that funding will be available if and when needed and to the extent required, on acceptable terms or at all.

3 unchanged sentences

There is no assurance that we will be able to negotiate a credit facility or continue to meet working capital needs with cash generated from our operations, or the sale of debt or equity securities.

The majority of our revenues are generated by Seamap Pte.

Ltd., our Singapore-based subsidiary, and therefore the majority of our accounts receivable and inventory are located in Singapore.

The majority of our revenues are generated by Seamap Pte Ltd., our Singapore-based subsidiary, and therefore the majority of our accounts receivable and inventory are located in Singapore.

This limits the ability for U.S.-based financial institutions to provide asset backed financing to us.

3 unchanged sentences

Our inability to generate or access working capital could have a material adverse effect on our operations and financial condition.

We may seek to access additional capital from entering into a sale/lease transaction involving our Huntsville, Texas facility, by establishing other borrowing arrangements or by issuing debt or equity securities.

As of January 31, 2026, under our Amended and Restated Articles of Incorporation, we are authorized to issue up to 40,000,000 shares of our Common Stock and 2,000,000 shares of Preferred Stock, of which 9,089,055 shares of Common Stock and no shares of Preferred Stock are issued and outstanding.

Subsequent to the close of fiscal 2026, Semap Pte Ltd entered into a trade finance facility with The Hong Kong Bank Corporation Limited, Singapore Branch (“HSBC Singapore”) for the issuance from time to time of letters of credit or bank guarantees.

Our long-lived assets may be subject to impairment.

31 unchanged sentences

Such measures, or any similar future proposals, have the potential to increase costs for the oil and gas industry, which in turn could result in reduced demand for the products and services we provide.

In addition, spurred by increasing concerns regarding climate change, the oil and gas industry faces growing demand for corporate transparency and a demonstrated commitment to sustainability goals.

Environmental, social, and governance (“ESG”) goals and programs, which typically include extralegal targets related to environmental stewardship, social responsibility, and corporate governance, have become an increasing focus of investors and shareholders across the industry.

While reporting on ESG metrics remains voluntary, access to capital and investors is likely to favor companies with robust ESG programs in place.

Ultimately, these initiatives could increase operational costs and make it more difficult for companies, including our current and potential customers, to secure funding for exploration and production activities and, thus, reduce demand for our products and services.

Finally, increasing concentrations of GHGs in the Earth’s atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms, hurricanes, floods, drought and other climatic events.

In addition, increasing concentrations of GHGs in the Earth’s atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms, hurricanes, floods, drought and other climatic events.

If any such climatic events were to occur, they could have an adverse effect on our financial condition and results of operations and the financial condition and operations of our customers.

36 unchanged sentences

Encountering any of these or any unforeseen problems in completing acquisitions could have a material adverse effect on our ability to compete, financial condition and results of operations, and could prevent us from achieving the increases in revenues and profitability that we hope to realize through acquisitions.

We face risks related to health epidemics and other outbreaks, such as the COVID-19 or novel coronavirus, or fear of such an event.

Our business could be adversely affected by a widespread outbreak of contagious disease, such as the outbreak of respiratory illness caused by the COVID-19 global pandemic.

If there are extended or additional facility closures, or other interruptions to our business, including as a result of impact on third-party suppliers, contract manufacturers and service providers, related to health epidemics and other outbreaks, such disruptions could have a material adverse impact on our liquidity, financial condition, and results of operations.

Our cash and cash equivalents may be exposed to failure of our banking institutions.

While we seek to minimize our exposure to third-party losses of our cash and cash equivalents, we hold our balances in a number of large financial institutions.

If the banks where we hold deposits were to experience a failure, any such loss or limitation on our cash and cash equivalents would adversely affect our business.

Risks Related to Human Capital Management

54 unchanged sentences

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