What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2025-03-24 compared with 2024-03-21 · 28 added, 26 removed, 139 unchanged (28% of the section changed)

4 unchanged sentences

Our financial condition raises substantial doubt as to our ability to continue as a going concern.

We have had significant losses in prior years resulting in an accumulated deficit at December 31, 2023, of approximately $433.7 million.

Although we generated $10.8 million in cash flow from operations for the year ended December 31, 2023, our debt repayment obligations exceeded our operating cash flows and we relied on new borrowings to fund a portion of our operations in 2023.

There can be no guarantee that we will continue to generate positive cash flows from operations or that those cash flows will be sufficient to meet our debt obligations as they come due.

We have had significant losses and negative cash flows in nearly every year since inception, and continue to have an accumulated deficit which, at December 31, 2024, was approximately $448.2 million.

Our net loss for the year ended December 31, 2024 was approximately $14.5 million, compared to net income for the year ended December 31, 2023 of $9.5 million.

Our independent registered public accounting firm has included in their audit opinion on our consolidated financial statements as of and for the year ended December 31, 2024, a statement with respect to substantial doubt about our ability to continue as a going concern.

4 unchanged sentences

We have had a history of losses which may ultimately compromise our ability to implement our business plan and continue in operation.

Through December 31, 2022, our technologies and products did not produce revenues sufficient to cover our operating costs.

With the exception of the year ended December 31, 2023, our technologies and products have not produced revenues sufficient to cover our operating costs.

We will continue to make expenditures on patent protection and enforcement and general operations in order to continue our current patent enforcement and licensing efforts.

Although we recognized sufficient revenues from patent licensing and settlement agreements to cover our operating costs and achieve profitability in 2023, required repayments of contingent expenses and debt obligations have resulted in insufficient capital resources for sustainment of our operations through 2024.

If we are not able to generate sufficient capital resources, we may not be able to implement our business plan or meet our current obligations due within the twelve months after the issuance date of our consolidated financial statements and investors will suffer a loss in their investment.

Those efforts may not produce a successful financial outcome in 2025, or at all.

Without a successful financial outcome from one or more of our patent enforcement and licensing efforts, we will not achieve profitability.

If we are not able to generate sufficient revenues or obtain sufficient capital resources, we may not be able to implement our business plan or meet our current obligations due within the twelve months after the issuance date of our consolidated financial statements and investors will suffer a loss in their investment.

This may also result in a change in our business strategies.

2 unchanged sentences

Because we have a history of net losses and negative cash flow from operations, we have funded our operating costs primarily from the sale of debt and equity securities, including our secured and unsecured contingent debt obligations.

Our current capital resources include cash and cash equivalents of $2.6 million at December 31, 2023, which are insufficient to meet our working capital needs for the twelve months after issuance of our consolidated financial statements.

Our current capital resources include cash and cash equivalents of $4.9 million at December 31, 2024, which will not be sufficient to meet our working capital needs for the twelve months after issuance of our consolidated financial statements.

Our business plan will continue to require expenditures for patent protection and enforcement and general operations.

3 unchanged sentences

Raising additional capital by issuing debt securities or additional equity securities may result in dilution and/or impose covenants or restrictions that create operational limitations or other obligations.

We will require additional capital to fund our operations and meet our current obligations due within the twelve months after the issuance date of our consolidated financial statements.

We may require additional capital to fund our operations and meet our current obligations due within the twelve months after the issuance date of our consolidated financial statements.

Financing, if any, may be in the form of debt or sales of equity securities, including common or preferred stock.

Debt instruments or the sale of preferred stock may result in the imposition of operational limitations and other covenants and payment obligations, any of which may be burdensome to us and may have a material adverse impact on our ability to implement our business plan as currently formulated.

The sale of equity securities, including common or preferred stock, may result in dilution to the current stockholders’ ownership and may be limited by the number of shares we have authorized and available for issuance.

The sale of equity securities, including common or preferred stock, may result in dilution to the current shareholders’ ownership and may be limited by the number of shares we have authorized and available for issuance.

We may be obligated to repay outstanding notes at a premium upon the occurrence of an event of default.

11 unchanged sentences

Our litigation funding arrangements may impair our ability to obtain future financing and/or generate sufficient cash flows to support our future operations.

We have funded much of our cost of litigation through contingent financing arrangements with Brickell Key Investments LP (“Brickell”) and others and contingent fee arrangements with legal counsel.

We have funded much of our cost of litigation through contingent financing arrangements with Brickell and others and contingent fee arrangements with legal counsel.

The repayment obligation to Brickell is secured by the majority of our assets.

14 unchanged sentences

However, third parties have made claims of invalidity with respect to certain of our patents and other similar claims may be brought in the future.

For example, the Patent Trial and Appeal Board has issued a number of rulings invalidating challenged claims of certain of our patents as a result of third-party challenges filed by defendants in our patent enforcement actions.

For example, the PTAB has issued a number of rulings invalidating claims of certain of our patents as a result of third-party challenges filed by defendants in our patent enforcement actions.

If our patents are shown not to be as broad as currently believed or are otherwise challenged such that some or all of the protection is lost, we will suffer adverse effects from the loss of competitive advantage and our ability to offer unique products and technologies.

25 unchanged sentences

Parker was no longer available to the Company, investors might experience an adverse impact on their investment.

We maintain a $1.5 million key-man life insurance policy on Mr.

If we are unable to retain key highly skilled employees, we will not be able to execute our current business plans.

21 unchanged sentences

The amount of common stock reserved for issuance may have an adverse impact on our ability to raise capital and may affect the price and liquidity of our common stock in the public market.

In addition, the issuance of these shares of common stock will have a dilutive effect on current stockholders’ ownership.

The conversion of outstanding convertible notes into shares of common stock, and the issuance of common stock by us as payment of accrued interest upon the convertible notes, could materially dilute our current stockholders.

In addition, the issuance of these shares of common stock will have a dilutive effect on current shareholders’ ownership.

We have an aggregate principal amount of $3.5 million in convertible notes outstanding at December 31, 2024.

1 unchanged sentence

If the entire principal were converted into shares of common stock, we would be required to issue an aggregate of up to 27.7 million shares of common stock.

If we issue all of these shares, the ownership of our current stockholders will be diluted.

If we issue all of these shares, the ownership of our current shareholders will be diluted.

Further, we may elect to pay interest on the notes, at our option, in shares of common stock, at a price equal to the then-market price for our common stock.

2 unchanged sentences

Accordingly, we currently intend to make such payments in shares of our common stock to the greatest extent possible.

Such interest payments could further dilute our current stockholders.

Such interest payments could further dilute our current shareholders.

The price of our common stock may be subject to substantial volatility.

2 unchanged sentences

The price of our common stock may continue to be volatile as a result of a number of factors, some of which are beyond our control.

These factors include, but are not limited to, developments in outstanding litigation, our performance and prospects, general conditions of the markets in which we compete, economic and financial conditions, and the impact of future pandemics on global financial markets.

These factors include, but are not limited to, developments in outstanding litigation, our performance and prospects, general conditions of the markets in which we compete, and other economic and financial conditions.

Such volatility could materially and adversely affect the market price of our common stock in future periods.

1 unchanged sentence

There can be no assurance that our common stock will continue to trade on the OTCQB or on another over-the-counter market or securities exchange.

Our common stock began trading on the OTCQB, an over-the-counter market, in August 2018 immediately following delisting from Nasdaq, under the symbol “PRKR”.

The over-the-counter market is a significantly more limited market than a nationally-recognized securities exchange such as Nasdaq, and the quotation of our common stock on the over-the-counter market has resulted in a less liquid market available for existing and potential stockholders to trade shares of our common stock.

Our common stock began trading on the OTCQB, an over-the-counter market, in August 2018 under the symbol “PRKR”.

Securities traded in the over-the-counter market generally have less liquidity due to factors such as the reduced number of investors that will consider investing in the securities, the reduced number of market makers in the securities, and the reduced number of securities analysts that follow such securities.

3 unchanged sentences

We cannot provide any assurances as to if or when we will be in a position to relist our common stock on a nationally-recognized securities exchange.

Our common stock is classified as a “ penny stock ” under SEC rules, which means broker-dealers who make a market in our stock will be subject to additional compliance requirements.

Our common stock is deemed to be a "penny stock" as defined in the Securities Exchange Act of 1934 (the “Exchange Act”).

Our common stock has been classified as a “ penny stock ” from time to time under SEC rules, which means broker-dealers who make a market in our stock may be subject to additional compliance requirements.

Our common stock has been deemed to be a "penny stock" in prior periods, as defined in the Securities Exchange Act of 1934 (the “Exchange Act”).

Penny stocks are stocks (i) with a price of less than five dollars per share;

10 unchanged sentences

and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor’s financial situation, investment experience and investment objectives.

Compliance with these requirements may affect the ability or willingness of broker-dealers to sell our securities, and accordingly would affect the ability of stockholders to sell their securities in the public market.

Although our stock is not currently classified as a penny stock, there can be no assurance that we will not revert to penny stock status in the future.

Compliance with the penny stock requirements may affect the ability or willingness of broker-dealers to sell our securities, and accordingly would affect the ability of shareholders to sell their securities in the public market.

These additional procedures could also limit our ability to raise additional capital in the future.

We do not currently pay dividends on our common stock and thus stockholders must look to appreciation of our common stock to realize a gain on their investments.

We do not currently pay dividends on our common stock and thus shareholders must look to appreciation of our common stock to realize a gain on their investments.

We do not currently pay dividends on our common stock and intend to retain our cash and future earnings, if any, to fund our business plan.

Our future dividend policy is within the discretion of our board of directors and will depend upon various factors, including our business, financial condition, results of operations and capital requirements.

We therefore cannot offer any assurance that our board of directors will determine to pay special or regular dividends in the future.

Accordingly, unless our board of directors determines to pay dividends, stockholders will be required to look to appreciation of our common stock to realize a gain on their investment.

Our future dividend policy is within the discretion of our Board and will depend upon various factors, including our business, financial condition, results of operations and capital requirements.

We therefore cannot offer any assurance that our Board will determine to pay special or regular dividends in the future.

Accordingly, unless our Board determines to pay dividends, shareholders will be required to look to appreciation of our common stock to realize a gain on their investment.

There can be no assurance that this appreciation will occur.

1 unchanged sentence

Some provisions in our certificate of incorporation and by-laws could make it more difficult for a third party to acquire control of us.

For example, our board of directors is divided into three classes with directors having staggered terms of office, our board of directors has the ability to issue preferred stock without shareholder approval, and there are advance notification provisions for director nominations and submissions of proposals from shareholders to a vote by all the shareholders under the by-laws.

For example, our Board is divided into three classes with directors having staggered terms of office, our Board has the ability to issue preferred stock without shareholder approval, and there are advance notification provisions for director nominations and submissions of proposals from shareholders to a vote by all the shareholders under the by-laws.

Florida law also has anti-takeover provisions in its corporate statute.

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