What changed in this filing

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Item 1A. Risk Factors

2021-11-04 compared with 2021-08-05 · 57 added, 56 removed, 722 unchanged (14% of the section changed)

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• If we fail to manage our operations infrastructure, our customers may experience service outages and/or delays.

• If we are unable to hire, train, manage and retain qualified personnel, including our senior management and other key employees, our business may suffer.

• A component of our growth strategy is dependent on our continued international expansion, which adds complexity to our operations.

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• Failure to maintain high-quality customer support could have a material adverse effect on our business.

• We are dependent on the continued services and performance of our senior management and other key employees, the loss of any of whom could adversely affect our business, operating results and financial condition.

• We rely on third-party software to operate certain functions of our business.

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We have posted a net loss in each year since inception, including net losses of $98.8 million, $53.8 million and $55.5 million in the years ended December 31, 2020, 2019 and 2018, respectively.

As of June 30, 2021, we had an accumulated deficit of $653.7 million.

As of September 30, 2021, we had an accumulated deficit of $691.4 million.

While we have experienced significant revenue growth in recent periods, we may not obtain a high enough volume of sales of our products and professional services to sustain or increase our growth or achieve or maintain profitability in the future.

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In addition, we continue to invest in solutions that can be deployed on top of our platform to target specific use cases and to cultivate our community.

When we develop a new or enhanced version of an existing offering, we typically incur expenses and expend resources upfront to market, promote and sell the new offering.

When we develop a new or enhanced version of an

existing offering, we typically incur expenses and expend resources upfront to market, promote and sell the new offering.

Therefore, when we develop or acquire new or enhanced offerings, their introduction must achieve high levels of market acceptance in order to justify the amount of our investment in developing and bringing them to market.

For example, if our recent product expansions and offerings, such as our Cloud Security offerings, do not garner widespread market adoption and

implementation, our financial results and competitive position could suffer.

For example, if our recent product expansions and offerings, such as our Cloud Security offerings, do not garner widespread market adoption and implementation, our financial results and competitive position could suffer.

Further, we may make changes to our offerings that our customers do not like, find useful or agree with.

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in Security Orchestration and Automation Response include Phantom (Splunk) and Demisto (Palo Alto Networks);

in Cloud Security include Prisma (Palo Alto Networks) and CloudGuard (Check Point Software Technologies) and finally, while the competition in our professional services business is diverse, our competitors include FireEye's Mandiant, SecureWorks and NCC Group.

in Cloud Security include Prisma (Palo Alto Networks) and CloudGuard (Check Point Software Technologies);

in Threat Intelligence include Recorded Future and Digital Shadows and finally, while the competition in our professional services business is diverse, our competitors include FireEye's Mandiant, SecureWorks and NCC Group.

Some of our actual and potential competitors have advantages over us, such as longer operating histories, significantly greater financial, technical, marketing or other resources, stronger brand and business user recognition, larger and more mature intellectual property portfolios and broader global distribution and presence.

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Furthermore, our current and potential competitors may establish cooperative relationships among themselves or with third parties that may further enhance their resources and product and services offerings in the markets we address.

In addition, current or potential competitors may be acquired by third parties with greater available resources.

current or potential competitors may be acquired by third parties with greater available resources.

As a result of such relationships and acquisitions, our current or potential competitors might be able to adapt more quickly to new technologies and customer needs, devote greater resources to the promotion or sale of their products and services, initiate or withstand substantial price competition, take advantage of other opportunities more readily or develop and expand their product and service offerings more quickly than we do.

For all of these reasons, we may not be able to compete successfully against our current or future

competitors, or we may be required to expend significant resources in order to remain competitive.

For all of these reasons, we may not be able to compete successfully against our current or future competitors, or we may be required to expend significant resources in order to remain competitive.

If our competitors are more successful than we are in developing new product and service offerings or in attracting and retaining customers, our business, financial condition and results of operations could be adversely affected.

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If our operations infrastructure fails to keep pace with increased sales, customers may experience delays as we seek to obtain additional capacity, which could adversely affect our reputation and our revenue.

To date, we have derived a majority of our revenue from customers using our vulnerability management offerings.

To date, we have derived a significant amount of our revenue from customers using our vulnerability management offerings.

If we are unable to renew or increase sales of our vulnerability management offerings, or if we are unable to increase sales of our other offerings, our business and operating results could be adversely affected.

Although we continue to introduce and acquire new products and professional services, we derive and expect to continue to derive a majority of our revenue from customers using certain of our vulnerability management offerings (VM), InsightVM, Nexpose and Metasploit.

Although we continue to introduce and acquire new products and professional services, we derive and expect to continue to derive a significant amount of our revenue from customers using certain of our vulnerability management offerings (VM), InsightVM, Nexpose and Metasploit.

Greater than half of our revenue was attributable to InsightVM, Nexpose and Metasploit in each of our last three fiscal years.

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Our inability to renew or increase sales of our vulnerability management offerings, including cloud-based subscriptions, content subscriptions, managed services and content and maintenance and support subscriptions, or a decline in prices of our vulnerability management offerings would harm our business and operating results more seriously than if we derived significant revenues from a variety of offerings.

In addition, we have introduced several non-VM subscription products, including InsightIDR, InsightAppSec, InsightConnect and DivvyCloud.

In addition, we have introduced several non-VM subscription products, including InsightAppSec, InsightConnect and InsightCloudSec (formerly known as DivvyCloud).

These products are relatively new, and it is uncertain whether they will gain the market acceptance we expect.

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We face intense competition for these employees from numerous technology, software and other companies, especially in certain geographic areas in which we operate, and we cannot ensure that we will be able to attract, motivate and/or retain sufficient qualified employees in the future.

If we are unable to attract new employees and retain our current employees, we may not be able to adequately develop and maintain new products or professional services or market our existing products or professional services at the same levels as our competitors and we may, therefore, lose customers and market share.

competitors and we may, therefore, lose customers and market share.

Our failure to attract and retain personnel, especially those in sales and marketing and research and development positions for which we have historically had a high turnover rate, could have an adverse effect on our ability to execute our business objectives and, as a result, our ability to compete could decrease, our operating results could suffer and our revenue could decrease.

Even if we are able to identify and recruit a sufficient number

of new hires, these new hires will require significant training before they achieve full productivity and they may not become productive as quickly as we would like or at all.

Even if we are able to identify and recruit a sufficient number of new hires, these new hires will require significant training before they achieve full productivity and they may not become productive as quickly as we would like or at all.

We believe that our corporate culture has been a critical component to our success.

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We market and sell our products and professional services throughout the world and have personnel in many parts of the world.

For the six months ended June 30, 2021 and 2020, operations located outside of North America generated 18% and 17%, respectively, of our revenue.

For the nine months ended September 30, 2021 and 2020, operations located outside of North America generated 18% and 17%, respectively, of our revenue.

Our growth strategy is dependent, in part, on our continued international expansion.

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Our business, including the sales of our products and professional services by us and our channel partners, may be subject to foreign governmental regulations, which vary substantially from country to country and change from time to time.

Our failure, or the failure by our channel partners, to comply with these regulations could adversely affect our business.

or the failure by our channel partners, to comply with these regulations could adversely affect our business.

Further, in many foreign countries it is common for others to engage in business practices that are prohibited by our internal policies and procedures or U.S.

regulations applicable to us.

Although we have implemented policies and procedures designed to comply with these laws and policies, there can be no assurance that our employees, contractors, channel partners and agents have

complied, or will comply, with these laws and policies.

Although we have implemented policies and procedures designed to comply with these laws and policies, there can be no assurance that our employees, contractors, channel partners and agents have complied, or will comply, with these laws and policies.

Violations of laws or key control policies by our employees, contractors, channel partners or agents could result in delays in revenue recognition, financial reporting misstatements, fines, penalties or the prohibition of the importation or exportation of our products and could have a material adverse effect on our business and results of operations.

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For example, on January 28, 2021 we acquired Alcide.IO Ltd.

(Alcide), a Kubernetes cloud workload protection platform and on July 16, 2021, we acquired IntSights, a provider of contextualized external threat intelligence and proactive threat remediation.

Some of our acquisitions could improve the capabilities of our existing offerings or platform, as opposed to becoming a new offering.

The acquisitions of Alcide and IntSights are intended to extend the cloud security capabilities of our Insight Platform, helping security and DevOps teams understand and manage governance, risk and security in their growing cloud environments, which may encounter difficulties or

unforeseen expenditures.

(Alcide), a Kubernetes cloud workload protection platform and on July 16, 2021, we acquired IntSights, a provider of

contextualized external threat intelligence and proactive threat remediation which were intended to extend the cloud security capabilities of our Insight Platform.

The integration of Alcide and IntSights and any other acquisition may prove to be difficult due to the necessity of coordinating geographically separate organizations and integrating personnel with disparate business backgrounds and accustomed to different corporate cultures and business operations and internal systems.

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Our agreements with our channel partners are non-exclusive and do not prohibit them from working with our competitors or offering competing solutions, and some of our channel partners may have more established relationships with our competitors.

If our channel partners choose to place greater emphasis on products of their own or those offered by our competitors or do not effectively market and sell our products and professional services, our ability to grow our business and sell our products and professional services, particularly in key

international markets, may be adversely affected.

If our channel partners choose to place greater emphasis on products of their own or those offered by our competitors or do not effectively market and sell our products and

professional services, our ability to grow our business and sell our products and professional services, particularly in key international markets, may be adversely affected.

In addition, our failure to recruit additional channel partners, or any reduction or delay in their sales of our products and professional services or conflicts between channel sales and our direct sales and marketing activities may harm our results of operations.

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In the future, this software or data may not be available to us on commercially reasonable terms, or at all.

Any loss of the right to use any of this software or data could result in delays in the provisioning of our offerings until equivalent technology or data is either developed by us, or, if available, is identified, obtained and integrated, which could harm

our business.

Any loss of the right to use any of this software or data could result in delays in the provisioning of our offerings until

equivalent technology or data is either developed by us, or, if available, is identified, obtained and integrated, which could harm our business.

In addition, any errors or defects in or failures of this third-party software could result in errors or defects in our products or cause our products to fail, which could harm our business and be costly to correct.

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For example, many of our customers subscribe to our vulnerability management offerings to help them comply with the security standards developed and maintained by the Payment Card Industry Security Standards Council (the PCI Council), which apply to companies that process, transmit or store cardholder data.

In addition, our vulnerability management offerings are used by customers in the health care industry to help them comply with numerous federal and state laws and regulations related to patient privacy.

particular, HIPAA, and the 2009 Health Information Technology for Economic and Clinical Health Act include privacy standards that protect individual privacy by limiting the uses and disclosures of individually identifiable health information and implementing data security standards.

In addition, our vulnerability management offerings are used by customers in the

health care industry to help them comply with numerous federal and state laws and regulations related to patient privacy.

In particular, HIPAA, and the 2009 Health Information Technology for Economic and Clinical Health Act include privacy standards that protect individual privacy by limiting the uses and disclosures of individually identifiable health information and implementing data security standards.

The foregoing and other state, federal and international legal and regulatory regimes may affect our customers’ requirements for, and demand for, our products and professional services.

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dollar and we generate a majority of our revenue in U.S.

However, for the six months ended June 30, 2021 and 2020 we incurred 16%, and 12%, respectively, of our expenses outside of the United States in foreign currencies, primarily the British pound sterling and euro, principally with respect to salaries and related personnel expenses associated with our sales and research and development operations.

Additionally, for the six months ended June 30, 2021 and 2020, 9% and 8%, respectively, of our revenue was generated in foreign currencies.

However, for the nine months ended September 30, 2021 and 2020 we incurred 15%, and 13%, respectively, of our expenses outside of the United States in foreign currencies, primarily the British pound sterling and euro, principally with respect to salaries and related personnel expenses associated with our sales and research and development operations.

Additionally, for the nine months ended September 30, 2021 and 2020, 9% and 8%, respectively, of our revenue was generated in foreign currencies.

Accordingly, changes in exchange rates may have an adverse effect on our business, operating results and financial condition.

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In addition, with so many of our employees now working remotely due to the global COVID-19 pandemic, we may face an increased risk of attempted security breaches and incidents.

Also, since many of our customers continue to working remotely, we expect there will continue to be an increased amount of personal, confidential and proprietary information that is stored in our solutions, which increases the exposure and risk of cyberattacks and other malicious internet-based activity.

Also, since many of our customers continue working remotely, we expect there will continue to be an increased amount of personal, confidential and proprietary information that is stored in our solutions, which increases the exposure and risk of cyberattacks and other malicious internet-based activity.

While we have taken steps to protect such information that we have access to, including information we may obtain through our customer support services or customer usage of our offerings, our security measures or those of our third-party service providers could be breached or otherwise fail to prevent unauthorized access to or disclosure, modification, misuse, loss or destruction of such information.

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We make use of third-party technology and systems for a variety of reasons, including, without limitation, encryption and authentication technology, employee email, content delivery to customers, back-office support, credit card processing, human resources services, customer relationship management, enterprise risk planning and other functions.

Although we have developed systems and processes that are designed to protect customer information and prevent data loss and other security breaches and incidents, and to reduce the impact of a security breach or incident at a third-party vendor, such measures cannot provide absolute security.

Although we have developed systems and processes that are designed to protect customer information and prevent data and financial loss and other security breaches and incidents, and to reduce the impact of a security breach or incident at a third-party vendor, such measures cannot provide absolute security.

There can be no assurance that any security measures that we or our third-party service providers have implemented will be effective against current or future security threats.

While we maintain measures designed to protect the integrity, confidentiality and security of our data, our security measures could fail and those of our third-party service providers have failed and could fail, any of which could result in unauthorized access to or disclosure, modification, misuse, loss or destruction of such data.

Any security breach or other security incident, or the perception that one has occurred, could result in a loss of customer confidence in the security of our offerings and damage to our brand, reduce the demand for our offerings, disrupt normal business operations, require us to spend material resources to investigate or correct the breach and to prevent future security breaches and incidents, expose us to legal liabilities, including litigation, regulatory enforcement, and indemnity obligations, and adversely affect our revenues and operating results.

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The CCPA has prompted a number of proposals for new federal and state privacy legislation in the United States that, if passed, could increase our potential liability, increase our compliance costs and adversely affect our business.

Internationally, virtually every jurisdiction in which we operate has established its own data security and privacy legal frameworks with which we, and/or our customers, must comply, including the European Union's General Data Protection Regulation, (EU) 2016/679 (GDPR), laws implemented by European Union (EU) member states which contain derogations from, or exemptions or authorizations for the purposes of, the GDPR, or which are otherwise intended to supplement the GDPR and, following the withdrawal of the United Kingdom (UK) from the EU on January 31, 2020 and the expiry of the transitional arrangements agreed to between the UK and EU on December 31, 2020, the so-called ‘UK GDPR’ (i.e., the GDPR as it continues to form part of UK law by virtue of section 3 of the European Union (Withdrawal) Act 2018, as amended (including by the various Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations) (European Data Protection Laws).

Internationally, virtually every jurisdiction in which we operate has established its own data security and privacy legal frameworks with which we, and/or our customers, must comply, including the European Union's General Data Protection Regulation, (EU) 2016/679 (GDPR), laws implemented by European Union (EU) member states which contain derogations from, or exemptions or authorizations for the purposes of, the GDPR, or which are otherwise intended to supplement the GDPR and, following the withdrawal in the United Kingdom (UK), the so-called ‘UK GDPR’ (i.e., the GDPR as it continues to form part of UK law by virtue of section 3 of the European Union (Withdrawal) Act 2018, as amended (including by the various Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations) (European Data Protection Laws).

The European Data Protection Laws present significantly greater risks, compliance burdens and costs for companies with users and operations in the EU and UK.

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To facilitate the transfer of both customer and employee personal data from Europe to the United States, we self-certified under the EU-US Privacy Shield framework on December 20, 2016.

However, this framework was invalidated by a decision of the EU’s highest court in July 2020 and authorities in the UK and Switzerland have similarly invalidated use of the

Privacy Shield as a vehicle for lawful data transfers from those countries to the United States.

The same decision also required parties using one of the primary alternatives to the Privacy Shield, namely, the European Commission’s Standard Contractual Clauses (SCCs), to lawfully transfer personal data from Europe to the United States and most other countries, to adopt additional safeguards to protect personal data being transferred.

However, this framework was invalidated by a decision of the EU’s highest court in July 2020 and authorities in the UK and Switzerland have similarly invalidated use of the Privacy Shield as a vehicle for lawful data transfers from those countries to the United States.

The same decision also required

parties using one of the primary alternatives to the Privacy Shield, namely, the European Commission’s Standard Contractual Clauses (SCCs), to lawfully transfer personal data from Europe to the United States and most other countries, to adopt additional safeguards to protect personal data being transferred.

At present, there are few if any viable alternatives to the SCCs.

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Loss of our ability to import personal data from the EU and UK may also require us to increase our data processing capabilities in the EEA at significant expense.

On June 28, 2021 the European Commission adopted an adequacy decision in respect of the UK allowing transfers of personal data to the UK from EU member states for a period of four years.

Although by virtue of the UK GDPR, the GDPR applies in the UK in substantially unvaried form, going forward there will be increasing scope for divergence in application, interpretation and enforcement between the UK and the EU and such divergence could jeopardize the European Commission's adequacy decision in respect of the UK allowing transfers of personal data to the UK from EU member states for a period of four years.

Additionally, other countries outside of Europe have enacted or are considering enacting similar cross-border data transfer restrictions and laws requiring local data residency, which could increase the cost and complexity of delivering our services and operating our business.

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Organizations may be reluctant to purchase our cloud-based offerings due to the actual or perceived vulnerability of cloud solutions.

Some organizations have been reluctant to use cloud solutions for cyber security, such as our InsightVM, InsightIDR, InsightAppSec, InsightConnect and DivvyCloud, because they have concerns regarding the risks associated with the reliability or security of the technology delivery model associated with this solution.

Some organizations have been reluctant to use cloud solutions for cyber security, such as our InsightVM, InsightIDR, InsightAppSec, InsightConnect and InsightCloudSec (formerly known as DivvyCloud), because they have concerns regarding the risks associated with the reliability or security of the technology delivery model associated with this solution.

If we or other cloud service providers experience security incidents, breaches of customer data, disruptions in service delivery or other problems, the market for cloud solutions as a whole may be negatively impacted, which could harm our business.

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The market price of our common stock may be highly volatile and may fluctuate substantially as a result of a variety of factors, some of which are related in complex ways.

Since shares of our common stock were sold in our initial public offering, or IPO, in July 2015 at a price of $16.00 per share, our stock price has ranged from an intraday low of $9.05 to an intraday high of $117.13 through July 31, 2021.

Factors that may affect the market price of our common stock include:

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We may not have sufficient cash flow from our business to pay our substantial debt when due.

In August 2018, we issued $230.0 million aggregate principal amount of the 2023 Notes, in May 2020, we issued $230.0 million aggregate principal amount of 2025 Notes and in March 2021, we issued $600.0 million aggregate principal amount of 2027 Notes (collectively, the Notes).

2027 Notes (collectively, the Notes).

In March 2021, concurrently with the issuance of the 2027 Notes, we used $182.6 million of the proceeds from the issuance of the 2027 Notes to repurchase and retire $182.6 million aggregate principal amount of the 2023 Notes.

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In the event the conditional conversion feature of the Notes is triggered, holders of the Notes will be entitled to convert their Notes at any time during specified periods at their option.

If one or more holders elect to convert their Notes, unless we elect to satisfy our conversion obligation by delivering solely shares of our common stock (other than paying cash in lieu of delivering

any fractional share), we would be required to settle a portion or all of our conversion obligation in cash, which could adversely affect our liquidity.

As disclosed in Note 10 to our unaudited consolidated financial statements, the conditional conversion features of the 2023 Notes and the 2025 Notes were triggered as of June 30, 2021, and the 2023 Notes and 2025 Notes are convertible at the option of the holders, in whole or in part, between July 1, 2021 and September 30, 2021.

During the first quarter of 2021, an immaterial principal amount of the 2023 Notes was requested for conversion, which was settled during the quarter ended June 30, 2021.

In addition, from July 1, 2021 to the date of this filing, we have not received any additional conversion requests for the 2023 Notes or the 2025 Notes.

Whether the 2023 Notes or the 2025 Notes will be convertible following such fiscal quarter will depend on the continued satisfaction of this condition or another conversion condition in the future.

As of June 30, 2021, the 2027 Notes are not convertible at the option of the holder.

If one or more holders elect to convert their Notes, unless we elect to satisfy our conversion obligation by delivering solely shares of our common stock (other than paying cash in lieu of delivering any fractional share), we would be required to settle a portion or all of our conversion obligation in cash, which could adversely affect our liquidity.

As disclosed in Note 10 to our unaudited consolidated financial statements, the conditional conversion features of the 2023 Notes and the 2025 Notes were triggered as of September 30, 2021, and the 2023 Notes and 2025 Notes are convertible at the option of the holders, in whole or in part, between October 1, 2021 and December 31, 2021.

During the first quarter of 2021, an immaterial principal amount of the 2023 Notes was requested for conversion, which was settled during the second quarter of 2021.

Whether the 2025 Notes will be convertible following such fiscal quarter will depend on the continued satisfaction of this condition or another conversion condition in the future.

On September 16, 2021, we issued a notice of

redemption for the remaining $45.4 million aggregate principal amount outstanding of the 2023 Notes.

Pursuant to the redemption notice, on the redemption date of November 30, 2021, we will redeem any 2023 Notes that have not been converted prior to such date at a redemption price in cash equal to 100% of the principal amount of such notes, plus accrued and unpaid interest, if any, from August 1, 2021 to, but not including, the redemption date.

We have classified the 2023 Notes as a current liability on our consolidated balance sheet as of September 30, 2021 as we expect to redeem these 2023 Notes on the November 30, 2021 redemption date.

As of September 30, 2021, the 2027 Notes are not convertible at the option of the holder.

In addition, even if holders of Notes do not elect to convert their Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the Notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.

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The conversion of some or all of the Notes will dilute the ownership interests of existing stockholders to the extent we deliver shares of our common stock upon conversion of any of the Notes.

As disclosed in Note 10 to our consolidated financial statements, the conditional conversion features of the 2023 Notes and the 2025 Notes were triggered as of June 30, 2021, and the 2023 Notes and the 2025 Notes are convertible at the option of the holders, in whole or in part, between July 1, 2021 and September 30, 2021.

Whether the 2023 Notes and the 2025 Notes will be convertible following such fiscal quarter will depend on the continued satisfaction of this condition or another conversion condition in the future.

As of June 30, 2021, the 2027 Notes are not convertible at the option of the holder.

As disclosed in Note 10 to our consolidated financial statements, the conditional conversion features of the 2023 Notes and the 2025 Notes were triggered as of September 30, 2021, and the 2023 Notes and the 2025 Notes are convertible at the option of the holders, in whole or in part, between October 1, 2021 and December 31, 2021.

On September 16, 2021, we issued a notice of redemption for the remaining $45.4 million aggregate principal amount outstanding of the 2023 Notes.

Whether the 2025 Notes will be convertible following the fiscal quarter from October 1, 2021 and December 31, 2021 will depend on the continued satisfaction of the applicable conversion condition or another conversion condition in the future.

As of September 30, 2021, the 2027 Notes are not convertible at the option of the holder.

Any sales in the public market of the common stock issuable upon such conversion could adversely affect prevailing market prices of our common stock.

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We have been and are required, pursuant to Section 404 of the Sarbanes-Oxley Act (Section 404), to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting on an annual basis.

This assessment includes disclosure of any material weaknesses identified by our management in our internal control over financial

This assessment includes disclosure of any material weaknesses identified by our management in our internal control over financial reporting.

During the evaluation and testing process, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal controls are effective.

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Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.

Pursuant to our amended and restated certificate of incorporation, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware is the sole and exclusive forum for (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (3) any action asserting a claim arising pursuant to any provision of the

Delaware General Corporation Law, our amended and restated certificate of incorporation or our amended and restated bylaws or (4) any action asserting a claim governed by the internal affairs doctrine.

Our amended and restated certificate of incorporation further provides that any person or entity purchasing or otherwise acquiring any interest in shares of our common stock is deemed to have notice of and consented to the foregoing provision.

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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.

What changed 10-Q

Item 1A. Risk Factors