What changed in this filing

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Item 1A. Risk Factors

2025-11-12 compared with 2025-08-13 · 45 added, 78 removed, 163 unchanged (43% of the section changed)

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financial condition and results of operations in the future.

Other than as set forth below, t here

have been no material changes with respect to the risk factors disclosed under Part I, Item 1A of our Annual Report on Form 10-K

for the year ended December 31, 2024, which we filed with the SEC on March 28, 2025.

Other than as set forth below, there have been no material changes with respect

to the risk factors disclosed under Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024,

which we filed with the SEC on March 28, 2025.

We might not be able to continue as a going concern.

Our consolidated financial

statements as of June 30, 2025 have been prepared under the assumption that we will continue as a going concern for the next twelve months.

As of June 30, 2025, we had cash and cash equivalents of $1.8 million and an accumulated deficit of $179.4 million.

We believe that our

existing cash and cash equivalents as of June 30, 2025 and expected receipts associated with forecasted product sales, will enable us

to meet our capital needs into the fourth quarter of 2025.

statements as of September 30, 2025 have been prepared under the assumption that we will continue as a going concern for the next twelve

As of September 30, 2025, we had cash and cash equivalents of $1.9 million and an accumulated deficit of $180.6 million.

that our existing cash and cash equivalents as of September 30, 2025 and expected receipts associated with forecasted product sales will

enable us to meet our capital needs into the first quarter of 2026.

Our ability to continue as

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could seriously harm our business.

We received an unsolicited, non-binding

proposal to acquire all of the outstanding shares of our common stock.

This action and future actions by stockholders could adversely

affect our business and relationships with our customers, suppliers and employees and divert time from our management.

On June 27, 2025, we confirmed

in a public press release the receipt of an unsolicited, non-binding proposal from Mobix Labs, Inc.

(“Mobix”) to acquire all

of the Company’s issued and outstanding equity securities in exchange for newly issued shares of Mobix common stock, with a fixed

exchange ratio based on the average daily closing price of the Company’s common stock over the 30 calendar days ending on June 11,

2025, plus a 20% premium, or approximately $1.20 per share (the “Mobix Proposal”).

As part of the Company’s exploration

of strategic alternatives, which is described below, the Board is carefully reviewing the Mobix Proposal to determine the course of action

that it believes is in the best interest of the Company and its stockholders.

There can be no assurance that any transaction will be completed

at this price or at any other price with Mobix or any other third party.

Reviewing the Mobix Proposal

has and may continue to divert management’s and our board of directors’ attention and may require us to incur significant

costs related to our engagement of advisors.

Any further actions by Mobix or others may disrupt our business and operations by causing

uncertainty among and potentially loss of current and prospective employees, partners, suppliers and other constituencies important to

our success or delay potential initiatives, transactions or the like that we may pursue.

Any of the foregoing could materially and negatively

impact our business and financial results.

Any perceived uncertainties as to our future direction also may adversely affect the market

price and volatility of our common stock.

Our evaluation of strategic alternatives,

may not lead to a favorable outcome and could create business disruption and stock price volatility.

On July 11, 2025, we announced

that our Board has authorized the exploration of strategic alternatives, including a merger, sale of assets or other similar transaction,

all intended to maximize stockholder value and further our business operations.

We retained Craig-Hallum Capital Group LLC as our financial

advisor to assist with the exploration process.

As part of this process, the Board is evaluating the Mobix Proposal.

We currently have

no commitments or agreements and are not negotiating with any parties relating to a merger, sale of assets or other similar transaction

including Mobix Labs’ proposal, may not lead to a favorable outcome and could create business disruption and stock price volatility.

On June 27, 2025, we confirmed

in a public press release the receipt of an unsolicited non-binding acquisition proposal from Mobix Labs, which initial proposal was subsequently

revised by Mobix Labs, most recently on October 3, 2025.

On July 11, 2025, we announced that our Board has authorized the exploration

of strategic alternatives, including a merger, sale of assets or other similar transaction, all intended to maximize stockholder value

and further our business operations.

This process is ongoing, and our Board has not set a definitive timetable for the completion of its

In connection with our ongoing strategic review process, the Board is evaluating Mobix Labs’ revised unsolicited non-binding

proposal to acquire all of our outstanding shares for $1.30 per share in cash, which we received from Mobix Labs on October 3, 2025, and

on October 30, 2025, we entered into a mutual confidentiality agreement with Mobix Labs, which contains customary terms, including mutual

12-month standstill and non-solicitation provisions.

The process of reviewing potential

strategic alternatives may be time-consuming, distracting, and disruptive to our business operations, which may cause concern to our employees,

investors, strategic partners, and other constituencies and may have a material impact on our business and operating results and/or result

in increased volatility in our share price.

We may incur substantial expenses associated with identifying, evaluating, and negotiating

potential strategic alternatives.

strategic alternatives has been and may continue to be a significant distraction for our Board and management, and has required and may

continue to require the expenditure of significant time and resources by us, which may cause concern to our employees, investors, strategic

partners, and other constituencies and may have a material impact on our business and operating results and/or result in increased volatility

in our share price.

There can be no assurance

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While our common stock is currently listed

on Nasdaq, we can give no assurance that we will be able to satisfy the continued listing requirements of Nasdaq in the future, including,

on Nasdaq, we can give no assurance that we will be able to maintain compliance with the continued listing requirements of Nasdaq, including,

but not limited to, the corporate governance requirements and the minimum closing bid price requirement or the minimum equity requirement.

On April 4, 2025, we received

a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing

bid price of our common stock for the 30 consecutive business days ending on April 3, 2025, we no longer met the requirement to maintain

a minimum bid price of $1 per share, as set forth in Nasdaq Listing Rule 5550(a)(2).

On June 18, 2025, we received a notification letter

from Nasdaq notifying us that we had regained compliance with the minimum bid price requirement.

There can be no assurance

that we will be able to maintain compliance with the minimum bid price requirement and other continued listing requirements of Nasdaq,

or that our common stock will not be delisted in the future.

If we fail to maintain compliance with any such continued listing requirement, there can also be no assurance that we will be able to

regain compliance with any such continued listing requirement in the future or that our common stock will not be delisted in the future.

If we were to be delisted,

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Additionally, we could face significant material adverse consequences, including:

● a limited availability of market

quotations for our common stock;

● a decreased ability to issue

additional securities or obtain additional financing in the future;

a limited availability of market quotations for our common stock;

a decreased ability to issue additional securities or obtain additional financing in the future;

reduced liquidity for our stockholders;

● potential loss of confidence

by customers, collaboration partners and employees;

● loss of institutional investor

potential loss of confidence by customers, collaboration partners and employees;

loss of institutional investor interest.

In the event of a delisting,

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Taiwan Semiconductor Manufacturing

Corporation, or TSMC, the sole foundry that manufactured the wafers used to produce our memory IC products, discontinued

the foundry process used to produce such wafers.

Corporation, or TSMC, the sole foundry that manufactured the wafers used to produce our memory IC products, discontinued the foundry process

used to produce such wafers.

As a result, we commenced an end-of-life (“EOL”) of our memory products in 2023.

In March 2025, we fulfilled all outstanding EOL orders for our memory IC products.

We do not expect any further shipments

or to generate any meaningful revenue from shipments of our memory IC products after March 2025.

For the six months ended June 30, 2025

and 2024, our memory IC products represented approximately 38% and 86% of our revenues, respectively.

The discontinuation of the production

and sale of our memory IC products will negatively impact our future revenues, results of operations and cash flows.

In March 2025,

we fulfilled all outstanding EOL orders for our memory IC products.

We do not expect any further shipments or to generate any meaningful

revenue from shipments of our memory IC products after March 2025 with the exception of two purchase orders received in September 2025.

For the nine months ended September 30, 2025 and 2024, our memory IC products represented approximately 25% and 87% of our revenues, respectively.

The discontinuation of the production and sale of our memory IC products will negatively impact our future revenues, results of operations

and cash flows.

We have a history of losses, and we will

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We incurred net losses of approximately

$2.3 million for the six months ended June 30, 2025 and $10.7 million for the year ended December 31, 2024, and we had an accumulated

deficit of approximately $179.4 million as of June 30, 2025.

$3.5 million for the nine months ended September 30, 2025 and $10.7 million for the year ended December 31, 2024, and we had an accumulated

deficit of approximately $180.6 million as of September 30, 2025.

These and prior-year losses have resulted in significant negative

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licensor during the three months ended June 30, 2025.

As of June 30, 2025, the remaining contractual liabilities of approximately $0.2

million and $0.2 million were included in accrued expenses and other (see Note 3 to the condensed consolidated financial statements) and

accounts payable, respectively, which are expected to be paid by September 30, 2025.

As of September 30, 2025, the remaining contractual liabilities of approximately

$0.2 million are expected to be paid by December 31, 2025.

In addition to the costs associated

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and Use of Proceeds

There are no transactions that have not been previously

included in a Current Report on Form 8-K.

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-Q

Item 1A. Risk Factors