What changed in this filing

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Item 1A. Risk Factors

2021-03-31 compared with 2020-03-03 · 585 added, 1683 removed, 49 unchanged (98% of the section changed)

We are subject

to various risks that may materially harm our business, prospects, financial condition and results of operations.

An investment

in our common stock is speculative and involves a high degree of risk.

In evaluating an investment in shares of our common stock,

you should carefully consider the risks described below, together with the other information included in this report.

If any of the events

described in the following risk factors actually occurs, or if additional risks and uncertainties later materialize, that are

not presently known to us or that we currently deem immaterial, then our business, prospects, results of operations and financial

condition could be materially adversely affected.

In that event, the trading price of our common stock could decline, and investors

in our common stock may lose all or part of their investment in our shares.

The risks discussed below include forward-looking

statements, and our actual results may differ substantially from those discussed in these forward-looking statements.

We are subject to various risks that may materially harm our business, prospects, financial condition and results of operations.

An investment in our common stock is speculative and involves a high degree of risk.

In evaluating an investment in shares of our common stock, you should carefully consider the risks described below, together with the other information included in this report.

If any of the events described in the following risk factors actually occurs, or if additional risks and uncertainties later materialize, that are not presently known to us or that we currently deem immaterial, then our business, prospects, results of operations and financial condition could be materially adversely affected.

In that event, the trading price of our common stock

could decline, and investors in our common stock may lose all or part of their investment in our shares.

The risks discussed below include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements.

Risks Related to Our Operations

We have completed eight acquisitions

since 2013, including Lilien, Shoom, AirPatrol, LightMiner, Integrio, and most recently Locality Systems and Jibestream and acquired

certain assets from GTX.

In addition, we completed the Spin-off our VAR business in August 2018, which included the businesses

acquired from Lilien and Integrio, which may make it difficult for potential investors to evaluate our future business.

due to the risks and uncertainties related to the acquisition of new businesses, any such acquisition does not guarantee that we

will be able to attain profitability.

Between March 2013

and November 2016, we completed five acquisitions.

In August 2018, we completed the Spin-off of our VAR business, which included

the businesses acquired from Lilien and Integrio and in 2019 we acquired Locality System and Jibestream, in addition to certain

assets from GTX.

Our limited operating history after such acquisitions and divestiture makes it difficult for potential investors

to evaluate our business or prospective operations or the merits of an investment in our securities.

With respect to the Spin-off,

the risks inherent in such divestiture are described below under “

Risks Related to the Spin-off .”

to acquisitions, we are subject to the risks inherent in the financing, expenditures, complications and delays characteristic

of a newly combined business.

These risks are described below under the risk factor titled “Any future acquisitions

that we may make could disrupt our business, cause dilution to our stockholders and harm our business, financial condition or

operating results.”

In addition, while the Company has received indemnification protections in connection with

these acquisitions from undisclosed liabilities, there may not be adequate resources to cover such indemnity.

Furthermore, there

are risks that the vendors, suppliers and customers of these acquired entities may not renew their relationships for which there

is no indemnification.

Accordingly, our business and success faces risks from uncertainties inherent to developing companies in

a competitive environment.

There can be no assurance that our efforts will be successful or that we will ultimately be able to

attain profitability.

We may not be able to successfully

integrate the business and operations of entities that we have acquired or may acquire in the future into our ongoing business

operations, which may result in our inability to fully realize the intended benefits of these acquisitions, or may disrupt our

current operations, which could have a material adverse effect on our business, financial position and/or results of operations.

We continue to integrate

the operations of Locality and Jibestream and the assets acquired from GTX and this process involves complex operational, technological

and personnel-related challenges, which are time-consuming and expensive and may disrupt our ongoing business operations.

integration involves a number of risks, including, but not limited to:

difficulties or

complications in combining the companies’

differences in controls,

procedures and policies, regulatory standards and business cultures among the combined companies;

the diversion of

management’s attention from our ongoing core business operations;

increased exposure

to certain governmental regulations and compliance requirements;

the potential loss

of key personnel;

the potential loss

of key customers or suppliers who choose not to do business with the combined business;

difficulties or

delays in consolidating the acquired companies’

technology platforms, including implementing systems designed to

maintain effective disclosure controls and procedures and internal control over financial reporting for the combined company

and enable the Company to continue to comply with U.S.

We have a strategic acquisition strategy and since 2014 have completed several strategic transactions.

In addition, we completed the Spin-off our VAR business in August 2018, which included our legacy value added reseller business, which may make it difficult for potential investors to evaluate our future business.

Furthermore, due to the risks and uncertainties related to the acquisition of new businesses, any such acquisition does not guarantee that we will be able to attain profitability.

We have a strategic acquisition strategy and since 2014 we have completed several strategic transactions.

In August 2018, we completed the Spin-off of our VAR business, which included the businesses acquired from Lilien and Integrio, while in 2019 we acquired Locality and Jibestream, in addition to certain assets from GTX.

Lastly, in 2020, we completed several additional strategic transactions including, the acquisition of the Nanotron business, an exclusive license for the distribution and marketing of the SAVES software and the acquisition of certain assets and technologies comprising our "blue dot" technology from Ten Degrees.

Our limited operating history after such acquisitions and divestiture makes it difficult for potential investors to evaluate our business or prospective operations or the merits of an investment in our securities.

With respect to the Spin-off, the risks inherent in such divestiture are described below under “ Risks Related to the Spin-off .” With respect to acquisitions, we are subject to the risks inherent in the financing, expenditures, complications and delays characteristic of a newly combined business.

These risks are described below under the risk factor titled “Any future acquisitions that we may make could disrupt our business, cause dilution to our stockholders and harm our business, financial condition or operating results.” In addition, while the Company has received indemnification protections in connection with these acquisitions from undisclosed liabilities, there may not be adequate resources to cover such indemnity.

Furthermore, there are risks that the vendors, suppliers and customers of any of the businesses we have acquired may not renew their relationships for which there is no indemnification.

Accordingly, our business and success faces risks from uncertainties inherent to developing companies in a competitive environment.

There can be no assurance that our efforts will be successful or that we will ultimately be able to attain profitability.

We may not be able to successfully integrate the business and operations of entities that we have acquired or may acquire in the future into our ongoing business operations, which may result in our inability to fully realize the intended benefits of these acquisitions, or may disrupt our current operations, which could have a material adverse effect on our business, financial position and/or results of operations.

We continue to integrate the technology and operations acquired in connection with our recent acquisitions, including but not limited to the on-device positioning technology acquired from Ten Degrees and the Nanotron technology and operations.

This process involves complex operational, technological and personnel-related challenges, which are time-consuming and expensive and may disrupt our ongoing business operations.

Furthermore, integration involves a number of risks, including, but not limited to:

• difficulties or complications in combining the companies’ operations;

• differences in controls, procedures and policies, regulatory standards and business cultures among the combined companies;

• the diversion of management’s attention from our ongoing core business operations;

• increased exposure to certain governmental regulations and compliance requirements;

• the potential loss of key personnel;

• the potential loss of key customers or suppliers who choose not to do business with the combined business;

• difficulties or delays in consolidating the acquired companies’ technology platforms, including implementing systems designed to maintain effective disclosure controls and procedures and internal control over financial reporting for the combined company and enable the Company to continue to comply with U.S.

GAAP and applicable U.S.

securities laws and regulations;

unanticipated costs

and other assumed contingent liabilities;

difficulty comparing

financial reports due to differing financial and/or internal reporting systems;

making any necessary

modifications to internal financial control standards to comply with the Sarbanes-Oxley Act of 2002 and the rules and regulations

promulgated thereunder;

possible tax costs

or inefficiencies associated with integrating the operations of the combined company.

These factors could

cause us to not fully realize the anticipated financial and/or strategic benefits of the acquisitions and the recent reorganization,

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

Even if we are able

to successfully operate the acquired businesses, we may not be able to realize the revenue and other synergies and growth that

we anticipated from these acquisitions in the time frame that we currently expect, and the costs of achieving these benefits may

be higher than what we currently expect, because of a number of risks, including, but not limited to:

the possibility

that the acquisition may not further our business strategy as we expected;

the possibility

that we may not be able to expand the reach and customer base for the acquired companies current and future products as expected;

the possibility

that the carrying amounts of goodwill and other purchased intangible assets may not be recoverable.

As a result of these

risks, the acquisitions and integration may not contribute to our earnings as expected, we may not achieve expected revenue synergies

or our return on invested capital targets when expected, or at all, and we may not achieve the other anticipated strategic and

financial benefits of the acquisitions and the reorganization.

The risks arising with respect to

the historic business and operations of our recent acquisition targets may be different from what we anticipate, which could significantly

increase the costs and decrease the benefits of the acquisition and materially and adversely affect our operations going forward.

Although we performed

significant financial, legal, technological and business due diligence with respect to our recent acquisition targets, we may

not have appreciated, understood or fully anticipated the extent of the risks associated with the acquisitions.

We have secured

indemnification for certain matters in connection with our recent acquisitions in order to mitigate the consequences of breaches

of representations, warranties and covenants under the merger agreements and the risks associated with historic operations, including

those with respect to compliance with laws, accuracy of financial statements, financial reporting controls and procedures, tax

matters and undisclosed liabilities, and certain matters known to us.

We believe that the indemnification provisions of the merger

agreements, together with any applicable holdback escrows and insurance policies that we have in place will limit the economic

consequences of the issues we have identified in our due diligence to acceptable levels.

Notwithstanding our exercise of due diligence

and risk mitigation strategies, the risks of the acquisition and the costs associated with these risks may be greater than we

We may not be able to contain or control the costs associated with unanticipated risks or liabilities, which could

materially and adversely affect our business, liquidity, capital resources or results of operations.

A significant portion of the purchase

price for our acquisition of Shoom, AirPatrol LightMiner, Locality and Jibestream is allocated to goodwill and intangible assets

that are subject to periodic impairment evaluations.

An impairment loss could have a material adverse impact on our financial

condition and results of operations.

The Company acquired $1.2 million of goodwill and $2.8 million

of intangible assets relating to our acquisition of Shoom, $7.4 million of goodwill and $13.3 million of intangible assets relating

to our acquisition of AirPatrol, $3.5 million of intangible assets relating to our acquisition of LightMiner, approximately $0.7

million of goodwill and $1.7 million of intangible assets relating to our acquisition of Locality, and approximately $1.5 million

of goodwill and approximately $4.9 million of intangible assets relating to our acquisition of Jibestream.

As required by current

accounting standards, we review intangible assets for impairment either annually or whenever changes in circumstances indicate

that the carrying value may not be recoverable.

The risk of impairment to goodwill is higher during the early years following an

This is because the fair values of these assets align very closely with what we paid to acquire the reporting units

to which these assets are assigned.

As a result, the difference between the carrying value of the reporting unit and its fair value

(typically referred to as “headroom”) is smaller at the time of acquisition.

Until this headroom grows over time, due

to business growth or lower carrying value of the reporting unit, a relatively small decrease in reporting unit fair value can

trigger impairment charges.

• unanticipated costs and other assumed contingent liabilities;

• difficulty comparing financial reports due to differing financial and/or internal reporting systems;

• making any necessary modifications to internal financial control standards to comply with the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder;

• possible tax costs or inefficiencies associated with integrating the operations of the combined company.

These factors could cause us to not fully realize the anticipated financial and/or strategic benefits of the acquisitions and the recent reorganization, which could have a material adverse effect on our business, financial condition and/or results of operations.

Even if we are able to successfully operate the acquired businesses, we may not be able to realize the revenue and other synergies and growth that we anticipated from these acquisitions in the time frame that we currently expect, and the costs of achieving these benefits may be higher than what we currently expect, because of a number of risks, including, but not limited to:

• the possibility that the acquisition may not further our business strategy as we expected;

• the possibility that we may not be able to expand the reach and customer base for the acquired companies current and future products as expected;

• the possibility that the carrying amounts of goodwill and other purchased intangible assets may not be recoverable.

As a result of these risks, the acquisitions and integration may not contribute to our earnings as expected, we may not achieve expected revenue synergies or our return on invested capital targets when expected, or at all, and we may not achieve the other anticipated strategic and financial benefits of the acquisitions and the reorganization.

The risks arising with respect to the historic business and operations of our recent acquisition targets may be different from what we anticipate, which could significantly increase the costs and decrease the benefits of the acquisition and materially and adversely affect our operations going forward.

Although we performed significant financial, legal, technological and business due diligence with respect to our recent acquisition targets, we may not have appreciated, understood or fully anticipated the extent of the risks associated with the acquisitions.

We have secured indemnification for certain matters in connection with our recent acquisitions in order to mitigate the consequences of breaches of representations, warranties and covenants under the merger agreements and the risks associated with historic operations, including those with respect to compliance with laws, accuracy of financial statements, financial reporting controls and procedures, tax matters and undisclosed liabilities, and certain matters known to us.

We believe that the indemnification provisions of the merger agreements, together with any applicable holdback escrows and insurance policies that we have in place will limit the economic consequences of the issues we have identified in our due diligence to acceptable levels.

Notwithstanding our exercise of due diligence and risk mitigation strategies, the risks of the acquisition and the costs associated with these risks may be greater than we anticipate.

We may not be able to contain or control the costs associated with unanticipated risks or liabilities, which could materially and adversely affect our business, liquidity, capital resources or results of operations.

A significant portion of the purchase price related to our strategic acquisitions are allocated to goodwill and intangible assets that are subject to periodic impairment evaluations.

An impairment loss could have a material adverse impact on our financial condition and results of operations.

The Company acquired approximately $1.2 million of goodwill and approximately $2.8 million of intangible assets relating to our acquisition of Shoom, approximately $7.4 million of goodwill and approximately $13.3 million of intangible assets relating to our acquisition of AirPatrol, approximately $3.5 million of intangible assets relating to our acquisition of LightMiner, approximately $0.7 million of goodwill and approximately $1.7 million of intangible assets relating to our acquisition of Locality, $2,000 of goodwill and approximately $0.9 million of intangibles relating to our acquisition of GTX, approximately $1.5 million of goodwill and approximately $4.9 million of intangible assets relating to our acquisition of Jibestream, approximately $0.5 million of goodwill and approximately $2.4 million of intangible assets relating to the acquisition of the Systat license, approximately $2.1 million of intangible assets relating to our acquisition of Ten Degrees, and

approximately $3.8 million of goodwill and approximately $3.6 million of intangible assets relating to our acquisition of Nanotron.

As required by current accounting standards, we review intangible assets for impairment either annually or whenever changes in circumstances indicate that the carrying value may not be recoverable.

The risk of impairment to goodwill is higher during the early years following an acquisition.

This is because the fair values of these assets align very closely with what we paid to acquire the reporting units to which these assets are assigned.

As a result, the difference between the carrying value of the reporting unit and its fair value (typically referred to as “headroom”) is smaller at the time of acquisition.

Until this headroom grows over time, due to business growth or lower carrying value of the reporting unit, a relatively small decrease in reporting unit fair value can trigger impairment charges.

When impairment charges are triggered, they tend to be material due to the size of the assets involved.

Our business would be adversely affected, and impairment of goodwill could be triggered, if any of the following were to occur:

higher attrition rates than planned as a result of the competitive environment or our inability to provide products and services

that are competitive in the marketplace, lower-than-planned adoption rates by customers, higher-than-expected expense levels to

provide services to customers, and changes in our business model that may impact one or more of these variables.

During the year

ended December 31, 2019 we did not record a goodwill impairment charge.

During the year ended December 31, 2018 we recorded an

impairment charge for goodwill in the amount of $636,000.

Our acquisitions may expose us to

additional liabilities, and insurance and indemnification coverage may not fully protect us from these liabilities.

Upon completion of

acquisitions, we may be exposed to unknown or contingent liabilities associated with the acquired entity, and if these liabilities

exceed our estimates, our results of operations and financial condition may be materially and negatively affected.

Our ability to successfully execute

our business plan may require additional debt or equity financing, which may otherwise not be available on reasonable terms or

Based on our current

business plan, we will need additional capital to support our operations, which may be satisfied with additional debt or equity

higher attrition rates than planned as a result of the competitive environment or our inability to provide products and services that are competitive in the marketplace, lower-than-planned adoption rates by customers, higher-than-expected expense levels to provide services to customers, and changes in our business model that may impact one or more of these variables.

During the years ended December 31, 2019 and December 31, 2020 we did not record a goodwill or intangibles impairment charge.

Our acquisitions may expose us to additional liabilities, and insurance and indemnification coverage may not fully protect us from these liabilities.

Upon completion of acquisitions, we may be exposed to unknown or contingent liabilities associated with the acquired entity, and if these liabilities exceed our estimates, our results of operations and financial condition may be materially and negatively affected.

Our ability to successfully execute our business plan may require additional debt or equity financing, which may otherwise not be available on reasonable terms or at all.

Based on our current business plan, we will need additional capital to support our operations, which may be satisfied with additional debt or equity financings.

Future financings through equity offerings by us will be dilutive to existing stockholders.

In addition, the terms

of securities we may issue in future capital transactions may be more favorable to new investors than our current investors.

issued securities may include preferences, superior voting rights, and the issuance of warrants or other derivative securities.

In addition, the terms of securities we may issue in future capital transactions may be more favorable to new investors than our current investors.

Newly issued securities may include preferences, superior voting rights, and the issuance of warrants or other derivative securities.

We may also issue incentive awards under our equity incentive plans, which may have additional dilutive effects.

We may also be

required to recognize non-cash expenses in connection with certain securities we may issue in the future such as convertible notes

and warrants, which would adversely impact our financial condition and results of operations.

Our ability to obtain needed financing

may be impaired by factors, including the condition of the economy and capital markets, both generally and specifically in our

industry, and the fact that we are not profitable, which could affect the availability or cost of future financing.

If the amount

of capital we are able to raise from financing activities, together with our revenues from operations, is not sufficient to satisfy

our capital needs, we may need to reduce our operations by, for example, selling certain assets or business segments.

Failure to manage or protect growth

may be detrimental to our business because our infrastructure may not be adequate for expansion.

Our recent acquisitions

required a substantial expansion of our systems, workforce and facilities and we anticipate that we may need to consummate additional

acquisitions in connection with the expansion of our IPA business after the Spin-off.

We may fail to adequately manage our anticipated

future growth.

The substantial growth in our operations as a result of our acquisitions has, and is expected to continue to, place

a significant strain on our administrative, financial and operational resources, and increase demands on our management and on

our operational and administrative systems, controls and other resources.

There can be no assurance that our systems, procedures

and controls will be adequate to support our operations as they expand.

We cannot assure you that our existing personnel, systems,

procedures or controls will be adequate to support our operations in the future or that we will be able to successfully implement

appropriate measures consistent with our growth strategy.

As part of this growth, we may have to implement new operational and

financial systems, procedures and controls to expand, train and manage our employee base, and maintain close coordination among

We cannot guarantee that we will be able to do so, or that if we are able to do so, we will be able to effectively

integrate them into our existing staff and systems.

Our corporate strategy

contemplates potential future acquisitions and to the extent we acquire other businesses, we will also need to integrate and assimilate

new operations, technologies and personnel.

The integration of new personnel will continue to result in some disruption to ongoing

We may also be required to recognize non-cash expenses in connection with certain securities we may issue in the future such as convertible notes and warrants, which would adversely impact our financial condition and results of operations.

Our ability to obtain needed financing may be impaired by factors, including the condition of the economy and capital markets, both generally and specifically in our industry, and the fact that we are not profitable, which could affect the availability or cost of future financing.

If the amount of capital we are able to raise from financing activities, together with our revenues from operations, is not sufficient to satisfy our capital needs, we may need to reduce our operations by, for example, selling certain assets or business segments.

Failure to manage or protect growth may be detrimental to our business because our infrastructure may not be adequate for expansion.

Our recent acquisitions required a substantial expansion of our systems, workforce and facilities and our corporate strategy includes plans for continued acquisitions of complementary technologies and businesses in furtherance of our growth plans.

We may fail to adequately manage our anticipated future growth.

The substantial growth in our operations as a result of our acquisitions has, and is expected to continue to, place a significant strain on our administrative, financial and operational resources, and increase demands on our management and on our operational and administrative systems, controls and other resources.

There can be no assurance that our systems, procedures and controls will be adequate to support our operations as they expand.

We cannot assure you that our existing personnel, systems, procedures or controls will be adequate to support our operations in the future or that we will be able to successfully implement appropriate measures consistent with our growth strategy.

As part of this growth, we may have to implement new operational and financial systems, procedures and controls to expand, train and manage our employee base, and maintain close coordination among our staff.

We cannot guarantee that we will be able to do so, or that if we are able to do so, we will be able to effectively integrate them into our existing staff and systems.

Our corporate strategy contemplates potential future acquisitions and to the extent we acquire other businesses, we will also need to integrate and assimilate new operations, technologies and personnel.

The integration of new personnel will continue to result in some disruption to ongoing operations.

The ability to effectively manage growth in a rapidly evolving market requires effective planning and management processes.

We will need to continue to improve operational, financial and managerial controls, reporting systems and procedures, and will

need to continue to expand, train and manage our work force.

There can be no assurance that the Company would be able to accomplish

such an expansion on a timely basis.

If the Company is unable to effect any required expansion and is unable to perform its contracts

on a timely and satisfactory basis, its reputation and eligibility to secure additional contracts in the future could be damaged.

We will need to continue to improve operational, financial and managerial controls, reporting systems and procedures, and will need to continue to expand, train and manage our work force.

There can be no assurance that the Company would be able to accomplish such an expansion on a timely basis.

If the Company is unable to effect any required expansion and is unable to perform its contracts on a timely and satisfactory basis, its reputation and eligibility to secure additional contracts in the future could be damaged.

The failure to perform could also result in contract terminations and significant liability.

Any such result would adversely affect

the Company’s business and financial condition.

Our financial status raises doubt

about our ability to continue as a going concern.

Our cash and cash

equivalents were approximately $4.8 million at December 31, 2019, compared with approximately $1 million at December 31, 2018.

We continue to incur significant operating losses, and management expects that significant on-going operating expenditures will

be necessary to successfully implement our business plan and develop and market our products.

These circumstances raise substantial

doubt about our ability to continue as a going concern within one year after the date that the financial statements included elsewhere

in this Annual Report on Form 10-K are issued.

Implementation of our plans and our ability to continue as a going concern will

depend upon our ability to market our technology and raise additional capital.

Management believes

that we have access to capital resources through possible public or private equity offerings, exchange offers, debt financings,

corporate collaborations or other means.

In addition, we continue to explore opportunities to strategically monetize our technology

and our services, although there can be no assurance that we will be successful with such plans.

We have historically been able

to raise capital through debt and equity offerings, although no assurance can be provided that we will continue to be successful

in the future.

If we are unable to raise sufficient capital to fund our operations, we will not be able to pay our obligations

as they become due.

We will need to increase the size

of our organization, and we may experience difficulties in managing growth, which could hurt our financial performance.

In addition to employees

hired in connection with our recent acquisitions and any other companies, which we may acquire in the future, we anticipate that

we will need to expand our employee infrastructure for managerial, operational, financial and other resources at the parent company

Future growth will impose significant added responsibilities on members of management, including the need to identify,

recruit, maintain and integrate additional employees.

Our future financial performance and our ability to commercialize our product

candidates and to compete effectively will depend, in part, on our ability to manage any future growth effectively.

In order to manage

our future growth, we will need to continue to improve our management, operational and financial controls and our reporting systems

and procedures.

Any such result would adversely affect the Company’s business and financial condition.

We will need to increase the size of our organization, and we may experience difficulties in managing growth, which could hurt our financial performance.

In addition to employees hired in connection with our recent acquisitions and any other companies that we may acquire in the future, we anticipate that we will need to expand our employee infrastructure for managerial, operational, financial and other resources at the parent company level.

Future growth will impose significant added responsibilities on members of management, including the need to identify, recruit, maintain and integrate additional employees.

Our future financial performance and our ability to commercialize our product candidates and to compete effectively will depend, in part, on our ability to manage any future growth effective.

In order to manage our future growth, we will need to continue to improve our management, operational and financial controls and our reporting systems and procedures.

All of these measures will require significant expenditures and will demand the attention of management.

do not continue to enhance our management personnel and our operational and financial systems and controls in response to growth

in our business, we could experience operating inefficiencies that could impair our competitive position and could increase our

costs more than we had planned.

If we are unable to manage growth effectively, our business, financial condition and operating

results could be adversely affected.

We have a history of operating losses

and working capital deficiency and there is no assurance that we will be able to achieve profitability or raise additional financing.

If we do not continue to enhance our management personnel and our operational and financial systems and controls in response to growth in our business, we could experience operating inefficiencies that could impair our competitive position and could increase our costs more than we had planned.

If we are unable to manage growth effectively, our business, financial condition and operating results could be adversely affected.

We have a history of operating losses and working capital deficiency and there is no assurance that we will be able to achieve profitability or raise additional financing.

We have a history of operating losses and working capital deficiency.

We have incurred net losses of approximately $34.0 million and $24.6 million for the fiscal years ended 2019 and 2018, respectively,

which includes a $10.6 million valuation allowance on the Sysorex note for the year ended December 31, 2019, and the net losses

of the entities we spun-off on August 31, 2018 of $4.8 million for the year ended December 31, 2018.

We had a working capital deficiency

of approximately $7.0 million and $3.9 million as of December 31, 2019 and December 31, 2018, respectively.

The continuation of

our Company is dependent upon attaining and maintaining profitable operations and raising additional capital as needed, but there

can be no assurance that we will be able to raise any further financing.

Our ability to generate

positive cash flow from operations is dependent upon sustaining certain cost reductions and generating sufficient revenues.

our revenues have increased by 68% as compared to the same period for 2018, they are not sufficient to fund our operations and

cover our operating losses.

Our management is evaluating options and strategic transactions and continuing to market and promote

our new products and technologies, however, there is no guarantee that these efforts will be successful or that we will be able

to achieve or sustain profitability.

We have funded our operations primarily with proceeds from public and private offerings of

our common stock and secured and unsecured debt instruments.

Our history of operating losses and cash uses, our projections of

the level of cash that will be required for our operations to reach profitability, and the terms of the financing transactions

that we completed in the past, may impair our ability to raise capital on terms that we consider reasonable and at the levels

that we will require over the coming months.

We cannot provide any assurances that we will be able to secure additional funding

from public or private offerings or debt financings on terms acceptable to us, if at all.

If we are unable to obtain the requisite

amount of financing needed to fund our planned operations, it would have a material adverse effect on our business and ability

to continue as a going concern, and we may have to curtail, or even to cease, certain operations.

If additional funds are raised

through the issuance of equity securities or convertible debt securities, it will be dilutive to our stockholders and could result

in a decrease in our stock price.

The reorganization transactions

we carried out in 2015 and subsequent name changes may cause us to be in a technical breach of certain third-party agreements.

In 2015, we carried

out a series of reorganization transactions to streamline the organizational structure within the Company and both its direct

and indirect subsidiaries.

In addition, we have changed our corporate name and the names of our subsidiaries.

Although these transactions

occurred solely within the Company and its subsidiaries, there still may have been an obligation to either provide notice and/or

seek consent from certain third parties pursuant to the contracts we have with these parties.

We have reviewed and addressed these

requirements;

however, our failure to comply with any of these notice or consent requirements may have left us in a technical

breach, thus possibly subjecting us to potential liabilities or an early termination under the applicable contracts.

date of this filing, there are no known breaches.

Our business depends on experienced

and skilled personnel, and if we are unable to attract and integrate skilled personnel, it will be more difficult for us to manage

our business and complete contracts.

The success of our

business depends on the skill of our personnel.

Accordingly, it is critical that we maintain, and continue to build, a highly

experienced management team and specialized workforce, including those who create software programs and sales professionals.

for personnel with skill sets specific to our industry is high, and identifying candidates with the appropriate qualifications

can be costly and difficult.

We may not be able to hire the necessary personnel to implement our business strategy given our anticipated

hiring needs, or we may need to provide higher compensation or more training to our personnel than we currently anticipate.

Our business is labor

intensive and our success depends on our ability to attract, retain, train and motivate highly skilled employees, including employees

who may become part of our organization in connection with our acquisitions.

The increase in demand for consulting, technology

integration and managed services has further increased the need for employees with specialized skills or significant experience

in these areas.

Our ability to expand our operations will be highly dependent on our ability to attract a sufficient number of

highly skilled employees and to retain our employees and the employees of companies that we have acquired.

We may not be successful

in attracting and retaining enough employees to achieve our desired expansion or staffing plans.

Furthermore, the industry turnover

rates for these types of employees are high and we may not be successful in retaining, training or motivating our employees.

inability to attract, retain, train and motivate employees could impair our ability to adequately manage and complete existing

projects and to accept new customer engagements.

Such inability may also force us to increase our hiring of independent contractors,

which may increase our costs and reduce our profitability on customer engagements.

We must also devote substantial managerial and

financial resources to monitoring and managing our workforce.

Our future success will depend on our ability to manage the levels

and related costs of our workforce.

In the event we are

unable to attract, hire and retain the requisite personnel and subcontractors, we may experience delays in completing contracts

in accordance with project schedules and budgets, which may have an adverse effect on our financial results, harm our reputation

and cause us to curtail our pursuit of new contracts.

Further, any increase in demand for personnel may result in higher costs,

causing us to exceed the budget on a contract, which in turn may have an adverse effect on our business, financial condition and

operating results and harm our relationships with our customers.

Any future acquisitions that we

may make could disrupt our business, cause dilution to our stockholders and harm our business, financial condition or operating

If we are successful

in consummating acquisitions, those acquisitions could subject us to a number of risks, including, but not limited to:

the purchase price

we pay and/or unanticipated costs could significantly deplete our cash reserves or result in dilution to our existing stockholders;

we may find that

the acquired company or technologies do not improve our market position as planned;

we may have difficulty

integrating the operations and personnel of the acquired company, as the combined operations will place significant demands

on the Company’s management, technical, financial and other resources;

key personnel and

customers of the acquired company may terminate their relationships with the acquired company as a result of the acquisition;

we may experience

additional financial and accounting challenges and complexities in areas such as tax planning and financial reporting;

we may assume or

be held liable for risks and liabilities (including environmental-related costs) as a result of our acquisitions, some of

which we may not be able to discover during our due diligence investigation or adequately adjust for in our acquisition arrangements;

our ongoing business

and management’s attention may be disrupted or diverted by transition or integration issues and the complexity of managing

geographically or culturally diverse enterprises;

we may incur one-time

write-offs or restructuring charges in connection with the acquisition;

we may acquire goodwill

and other intangible assets that are subject to amortization or impairment tests, which could result in future charges to

we may not be able

to realize the cost savings or other financial benefits we anticipated.

We cannot assure you

that, following any acquisition, our continued business will achieve sales levels, profitability, efficiencies or synergies that

justify the acquisition or that the acquisition will result in increased earnings for us in any future period.

These factors could

have a material adverse effect on our business, financial condition and operating results.

Insurance and contractual protections

may not always cover lost revenue, increased expenses or liquidated damages payments, which could adversely affect our financial

Although we maintain

insurance and intend to obtain warranties from suppliers, obligate subcontractors to meet certain performance levels and attempt,

where feasible, to pass risks we cannot control to our customers, the proceeds of such insurance or the warranties, performance

guarantees or risk sharing arrangements may not be adequate to cover lost revenue, increased expenses or liquidated damages payments

that may be required in the future.

Our obligations to our senior secured

lender, Payplant LLC (“Payplant”), are secured by a security interest in substantially all of our assets, so if we

default on our obligations, Payplant could foreclose on, liquidate and/or take possession of our assets.

If that were to happen,

we could be forced to curtail, or even to cease, our operations.

Pursuant to that certain

Loan and Security Agreement, dated as of November 14, 2016, we issued a revolving secured promissory note to GemCap Lending I,

LLC, dated as of November 14, 2016 (the “Secured Promissory Note”).

The Secured Promissory Note was assigned to Payplant

on August 14, 2017 in accordance with the terms of the Payplant Loan and Security Agreement, dated as of August 14, 2017 (as amended,

the “Payplant Loan Agreement”).

As of December 31, 2019, we had approximately $150,000 in outstanding revolving credit

All amounts due under the Secured Promissory Note are secured by our assets.

As a result, if we default on our obligations

under the Secured Promissory Note, Payplant could foreclose on its security interest and liquidate or take possession of some

or all of these assets, which would harm our business, financial condition and results of operations and could require us to curtail,

or even to cease our operations.

Payplant has certain rights upon

an event of default under their respective agreements that could harm our business, financial condition and results of operations

and could require us to curtail or cease our operations.

Payplant has certain

rights upon an event of default.

Such rights include an increase in the interest rate on any advances made pursuant to the Payplant

Loan Agreement, the right to accelerate the payment of any outstanding advances made pursuant to the Payplant Loan Agreement,

the right to directly receive payments made by account debtors and the right to foreclose on our assets, among other rights.

Payplant Loan Agreement includes in its definition of an event of default, among other occurrences, the failure to pay any principal

when due within two business days, the termination, winding up, liquidation or dissolution of any borrower and the filing of a

tax lien by a governmental agency against any borrower.

The exercise of any

of these rights upon an event of default could substantially harm our financial condition and force us to curtail, or even to

cease, our operations.

If we are unable to comply with

certain financial and operating restrictions required by the Payplant Loan Agreement, we may be limited in our business activities

and access to credit or may default under the Payplant Loan Agreement.

Provisions in the

Payplant Loan Agreement impose restrictions or require prior approval on our ability, and the ability of certain of our subsidiaries

to, among other things:

sell, lease, transfer,

convey, or otherwise dispose of any or all of our assets or collateral, except in the ordinary course of business;

make any loans to

any person, as that term is defined in the Payplant Loan Agreement, with the exception of employee loans made in the ordinary

course of business;

declare or pay cash

dividends, make any distribution on, redeem, retire or otherwise acquire directly or indirectly, any of our Equity Interests,

as defined in the Payplant Loan Agreement;

guarantee the indebtedness

of any Person;

compromise, settle

or adjust any claims in any amount relating to any of the collateral;

incur, create or

permit to exist any lien on any of our property or assets;

engage in new lines

change, alter or

modify, or permit any change, alteration or modification of our organizational documents in any manner that might adversely

affect Payplant’s rights;

sell, assign, transfer,

discount or otherwise dispose of any accounts or any promissory note payable to us, with or without recourse;

incur, create, assume,

or permit to exist, any indebtedness or liability on account of either borrowed money or the deferred purchase price of property;

make any payments

of cash or other property to any affiliate.

The Payplant Loan

Agreement also contains other customary covenants.

We may not be able to comply with these covenants in the future.

to comply with these covenants may result in the declaration of an event of default and cause us to be unable to borrow under

the Payplant Loan Agreement.

In addition to preventing additional borrowings under the Payplant Loan Agreement, an event of default,

if not cured or waived, may result in the acceleration of the maturity of indebtedness outstanding under the Payplant Loan Agreement,

which would require us to pay all amounts outstanding.

If the maturity of our indebtedness is accelerated, we may not have sufficient

funds available for repayment or we may not have the ability to borrow or obtain sufficient funds to replace the accelerated indebtedness

on terms acceptable to us or at all.

Our failure to repay the indebtedness would result in Payplant foreclosing on all or a portion

of our assets and force us to curtail, or even to cease, our operations.

We have a significant amount of

debt outstanding.

Such indebtedness, along with the other contractual commitments of our Company, could adversely affect our business,

financial condition and results of operations.

As of February 16,

2020, we have an aggregate outstanding balance of approximately $5.7 million underlying the promissory notes issued to Iliad

Research and Trading, L.P., Chicago Venture Partners, L.P.

George Investments LLC, which are affiliates of each other.

These promissory notes mature at different times between March 2020 and May 2020.

In addition, Iliad Research and Trading, L.P

and Chicago Venture Partners, L.P may, subject to current standstill agreements, require us to redeem 1/3 of the initial principal

balance of their promissory notes each month in cash.

The ability to meet payment and other obligations under these notes depends

on our ability to generate significant cash flow in the future.

This, to some extent, is subject to general economic, financial,

competitive, legislative, regulatory and other factors beyond our control as described in this Annual Report on Form 10-K.

are not able to generate sufficient cash flow to service our debt obligations, we may need to refinance or restructure debt, exchange

debt for other securities, sell assets, reduce or delay capital investments, or seek to raise additional capital.

If we are unable

to implement one or more of these alternatives, we may not be able to meet debt payment and other obligations, which could have

a material adverse effect on our financial condition.

In addition, so long

as the notes are outstanding, the holders will have a right of first refusal on more favorable equity-linked financings and will

be entitled to participate in certain equity or debt financings, in each case, subject to certain exceptions.

The existence of

these rights may deter potential financing sources and may lead to delays in our ability to close proposed financings.

or inability to complete a financing when needed could have a material adverse effect on our financial condition.

We may also incur

additional indebtedness in the future.

If new debt or other liabilities are added to our current consolidated debt levels, the

related risks that we now face could intensify.

We may be required to consolidate the financial results

of our former subsidiary, Sysorex, Inc., which could have a material adverse effect on our operating results and financial condition.

On August 31, 2018,

we completed the spin-off of our value-added reseller business from its indoor positioning analytics business by way of a

distribution of all the shares of common stock of its wholly-owned subsidiary, Sysorex, Inc.

(“Sysorex”), to its stockholders

of record as of August 21, 2018 and certain warrant holders.

As of such time, Sysorex’s financial results was deconsolidated

from the Company’s financial statements.

As of the date of this

Annual Report on Form 10-K, the Company has concluded that Sysorex does not meet the definition of a variable interest entity (“VIE”);

however, in the event that in the future Sysorex meets the definition of a VIE under applicable accounting rules, and we are deemed

to be the primary beneficiary, we will be required to consolidate line by line Sysorex’s financial results in our consolidated financial

statements for reporting purposes.

If Sysorex’s financial results were negative, this would have a corresponding negative

impact on our operating results for reporting purposes and could have a material adverse effect on our operating results and financial

We may be subject to damages resulting

from claims that the Company or our employees have wrongfully used or disclosed alleged trade secrets of their former employers.

Upon completion of

any acquisitions by the Company, we may be subject to claims that our acquired companies and their employees may have inadvertently

or otherwise used or disclosed trade secrets or other proprietary information of former employers or competitors.

Litigation may

be necessary to defend against these claims.

We may be subject to unexpected claims of infringement of third party intellectual

property rights, either for intellectual property rights of which we are not aware, or for which we believe are invalid or narrower

in scope than the accusing party.

Even if we are successful in defending against these claims, litigation could result in substantial

costs and be a distraction to management.

If we fail in defending such claims, in addition to paying money claims, we may lose

valuable intellectual property rights or personnel or be enjoined from selling certain products or providing certain services.

A loss of key research personnel or their work product could hamper or prevent our ability to commercialize certain products,

which could severely harm our business.

Responding to governmental inquiries

or an adverse finding by a governmental regulator could have a materially adverse effect on our business.

Pursuant to our operations,

the Company regularly interacts with governmental regulators including, among others, the U.S.

Securities and Exchange Commission

(the “SEC”).

In certain instances, responding to inquiries from regulators could have a materially adverse effect

on our business through, among other things, increased legal fees and the time and attention required of the Company’s management

and employees.

Moreover, if a regulator were to make an adverse finding relating to the Company or its business practices it could

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

To the extent that

any governmental or regulatory inquiries arise from time to time, the Company can make no assurances with respect to the amount

of resources the Company will need to devote to such matters, final outcomes, or the impact on the Company’s business, financial

condition, results of operations and cash flows.

Adverse judgments or settlements

in legal proceedings could materially harm our business, financial condition, operating results and cash flows.

We may be a party

to claims that arise from time to time in the ordinary course of our business, which may include those related to, for example,

contracts, sub-contracts, protection of confidential information or trade secrets, adversary proceedings arising from customer

bankruptcies, employment of our workforce and immigration requirements or compliance with any of a wide array of state and federal

statutes, rules and regulations that pertain to different aspects of our business.

Additionally, we may be made a party to claims

against Sysorex that were pending at the time of the Spin-off, or future claims resulting from the Spin-off as described below

under the risk factor section titled “Risks Related to the Spin-off.”

We may also be required to initiate expensive litigation or

other proceedings to protect our business interests.

There is a risk that we will not be successful or otherwise be able to satisfactorily

resolve any such claims or litigation.

In addition, litigation and other legal claims are subject to

inherent uncertainties.

Those uncertainties include, but are not limited to, litigation costs and attorneys’

unpredictable judicial or jury decisions and the differing laws and judicial proclivities regarding damage awards among the states

in which we operate.

Unexpected outcomes in such legal proceedings, or changes in management’s evaluation or predictions

of the likely outcomes of such proceedings (possibly resulting in changes in established reserves), could have a material adverse

effect on our business, financial condition, results of operations and cash flows.

Due to recurring losses and net capital deficiency,

our current financial status may increase our default and litigation risks and may make us more financially vulnerable in the

face of threatened litigation.

The loss of our Chief Executive

Officer or other key personnel may adversely affect our operations.

Our success depends

to a significant extent upon the operation, experience, and continued services of certain of our officers, including our CEO,

as well as other key personnel.

While our CEO and key personnel are employed under employment contracts, there is no assurance

we will be able to retain their services.

The loss of our CEO or several of the other key personnel could have an adverse effect

on the Company.

If our CEO or other executive officers were to leave we would face substantial difficulty in hiring a qualified

successor and could experience a loss in productivity while any successor obtains the necessary training and experience.

we do not maintain “key person”

life insurance on the lives of any executive officer and their death or incapacity

would have a material adverse effect on us.

The competition for qualified personnel is intense, and the loss of services of certain

key personnel could adversely affect our business.

Internal system or service failures

could disrupt our business and impair our ability to effectively provide our services and products to our customers, which could

damage our reputation and adversely affect our revenues and profitability.

Any system or service

disruptions, on our hosted Cloud infrastructure or those caused by ongoing projects to improve our information technology systems

and the delivery of services, if not anticipated and appropriately mitigated, could have a material adverse effect on our business

including, among other things, an adverse effect on our ability to bill our customers for work performed on our contracts, collect

the amounts that have been billed and produce accurate financial statements in a timely manner.

We are also subject to systems

failures, including network, software or hardware failures, whether caused by us, third-party service providers, cyber security

threats, natural disasters, power shortages, terrorist attacks or other events, which could cause loss of data and interruptions

or delays in our business, cause us to incur remediation costs, subject us to claims and damage our reputation.

In addition, the

failure or disruption of our communications or utilities could cause us to interrupt or suspend our operations or otherwise adversely

affect our business.

Our property and business interruption insurance may be inadequate to compensate us for all losses that may

occur as a result of any system or operational failure or disruption and, as a result, our future results could be adversely affected.

failures could damage our reputation and adversely affect our revenues and profitability.

Many of the systems

and networks that we develop, install and maintain for our customers on premise or host on our infrastructure involve managing

and protecting confidential information and other sensitive corporate and government information.

While we have programs designed

to comply with relevant privacy and security laws and restrictions, if a system or network that we develop, install or maintain

were to fail or experience a security breach or service interruption, whether caused by us, third-party service providers, cyber

security threats or other events, we may experience loss of revenue, remediation costs or face claims for damages or contract termination.

Any such event could cause serious harm to our reputation and prevent us from having access to or being eligible for further work

on such systems and networks.

Our errors and omissions liability insurance may be inadequate to compensate us for all of the damages

that we may incur and, as a result, our future results could be adversely affected.

We may enter into joint venture,

teaming and other arrangements, and these activities involve risks and uncertainties.

A failure of any such relationship could

have material adverse results on our business and results of operations.

We may enter into

joint venture, teaming and other arrangements.

These activities involve risks and uncertainties, including the risk of the joint

venture or applicable entity failing to satisfy its obligations, which may result in certain liabilities to us for guarantees

and other commitments, the challenges in achieving strategic objectives and expected benefits of the business arrangement, the

risk of conflicts arising between us and our partners and the difficulty of managing and resolving such conflicts, and the difficulty

of managing or otherwise monitoring such business arrangements.

A failure of our business relationships could have a material

adverse effect on our business and results of operations.

Our business and operations expose

us to numerous legal and regulatory requirements and any violation of these requirements could harm our business.

We are subject to

numerous federal, state and foreign legal requirements on matters as diverse as data privacy and protection, employment and labor

relations, immigration, taxation, anticorruption, import/export controls, trade restrictions, internal control and disclosure

control obligations, securities regulation and anti-competition.

Compliance with diverse and changing legal requirements is costly,

time-consuming and requires significant resources.

We are also focused on expanding our business in certain identified growth

areas, such as health information technology, energy and environment, which are highly regulated and may expose us to increased

compliance risk.

Violations of one or more of these diverse legal requirements in the conduct of our business could result in

significant fines and other damages, criminal sanctions against us or our officers, prohibitions on doing business and damage

to our reputation.

Violations of these regulations or contractual obligations related to regulatory compliance in connection with

the performance of customer contracts could also result in liability for significant monetary damages, fines and/or criminal prosecution,

unfavorable publicity and other reputational damage, restrictions on our ability to compete for certain work and allegations by

our customers that we have not performed our contractual obligations.

If we do not adequately protect

our intellectual property rights, we may experience a loss of revenue and our operations and growth prospects may be materially

We have not registered

copyrights on any of the software we have developed, and while we may register copyrights in the software if needed before bringing

suit for copyright infringement, such registration can introduce delays before suit of over three years and can constrain damages

for infringement.

We rely upon confidentiality agreements signed by our employees, consultants and third parties to protect our

intellectual property.

We cannot assure you that we can adequately protect our intellectual property or successfully prosecute

actual or potential infringement of our intellectual property rights.

In addition, we cannot assure you that others will not assert

rights in, or ownership of, trademarks and other proprietary rights of ours or that we will be able to successfully resolve these

types of conflicts to our satisfaction.

Our failure to protect our intellectual property rights may result in a loss of revenue

and could materially adversely affect our operations and financial condition.

In addition, any patents

issued in the future may not provide us with any competitive advantages, and our patent applications may never be granted.

process of obtaining patent protection is expensive and time-consuming, and we may not be able to prosecute all necessary or desirable

patent applications at a reasonable cost or in a timely manner.

Even if issued, there can be no assurance that these patents will

adequately protect our intellectual property, as the legal standards relating to the validity, enforceability and scope of protection

of patent and other intellectual property rights are complex and often uncertain and are subject to change that can affect validity

of patents issued under previous legal standards, particularly with respect to the law of subject matter eligibility.

Our inability

to protect our property rights could adversely affect our financial condition, operating results and growth prospects.

Our proprietary software

is protected by common law copyright laws, as opposed to registration under copyright statutes.

We have not registered copyrights

on any of the proprietary software we have developed.

Our performance and ability to compete are dependent to a significant degree

on our proprietary technology.

We have incurred net losses of approximately $29.2 million and $34.0 million for the fiscal years ended December 31, 2020 and 2019, respectively, which includes a $2.4 million and $10.6 million valuation allowance on that certain secured promissory note (the “Sysorex Note”) issued to us by Sysorex for the years ended December 31, 2020 and 2019, respectively.

The continuation of our Company is dependent upon attaining and maintaining profitable operations and raising additional capital as needed, but there can be no assurance that we will be able to raise any further financing.

Our ability to generate positive cash flow from operations is dependent upon sustaining certain cost reductions and generating sufficient revenues.

While our revenues have increased by 48% as compared to the same period for 2019, they are not sufficient to fund our operations and cover our operating losses.

Our management is evaluating options and strategic transactions and continuing to market and promote our new products and technologies, however, there is no guarantee that these efforts will be successful or that we will be able to achieve or sustain profitability.

We have funded our operations primarily with proceeds from public and private offerings of our common stock and secured and unsecured debt instruments.

Our history of operating losses and cash uses, our projections of the level of cash that will be required for our operations to reach profitability, and the terms of the financing transactions that we completed in the past, may impair our ability to raise capital on terms that we consider reasonable and at the levels that we will require over the coming months.

We cannot provide any assurances that we will be able to secure additional funding from public or private offerings or debt financings on terms acceptable to us, if at all.

If we are unable to obtain the requisite amount of financing needed to fund our planned operations, it would have a material adverse effect on our business and ability to continue as a going concern, and we may have to curtail, or even to cease, certain operations.

If additional funds are raised through the issuance of equity securities or convertible debt securities, it will be dilutive to our stockholders and could result in a decrease in our stock price.

Our business depends on experienced and skilled personnel, and if we are unable to attract and integrate skilled personnel, it will be more difficult for us to manage our business and complete contracts.

The success of our business depends on the skill of our personnel.

Accordingly, it is critical that we maintain, and continue to build, a highly experienced management team and specialized workforce, including those who create software programs and sales professionals.

Competition for personnel with skill sets specific to our industry is high, and identifying candidates with the appropriate qualifications can be costly and difficult.

We may not be able to hire the necessary personnel to implement our business strategy given our anticipated hiring needs, or we may need to provide higher compensation or more training to our personnel than we currently anticipate.

Our business is labor intensive and our success depends on our ability to attract, retain, train and motivate highly skilled employees, including employees who may become part of our organization in connection with our acquisitions.

increase in demand for consulting, technology integration and managed services has further increased the need for employees with specialized skills or significant experience in these areas.

Our ability to expand our operations will be highly dependent on our ability to attract a sufficient number of highly skilled employees and to retain our employees and the employees of companies that we have acquired.

We may not be successful in attracting and retaining enough employees to achieve our desired expansion or staffing plans.

Furthermore, the industry turnover rates for these types of employees are high and we may not be successful in retaining, training or motivating our employees.

Any inability to attract, retain, train and motivate employees could impair our ability to adequately manage and complete existing projects and to accept new customer engagements.

Such inability may also force us to increase our hiring of independent contractors, which may increase our costs and reduce our profitability on customer engagements.

We must also devote substantial managerial and financial resources to monitoring and managing our workforce.

Our future success will depend on our ability to manage the levels and related costs of our workforce.

In the event we are unable to attract, hire and retain the requisite personnel and subcontractors, we may experience delays in completing contracts in accordance with project schedules and budgets, which may have an adverse effect on our financial results, harm our reputation and cause us to curtail our pursuit of new contracts.

Further, any increase in demand for personnel may result in higher costs, causing us to exceed the budget on a contract, which in turn may have an adverse effect on our business, financial condition and operating results and harm our relationships with our customers.

Any future acquisitions that we may make could disrupt our business, cause dilution to our stockholders and harm our business, financial condition or operating results.

If we are successful in consummating acquisitions, those acquisitions could subject us to a number of risks, including, but not limited to:

• the purchase price we pay and/or unanticipated costs could significantly deplete our cash reserves or result in dilution to our existing stockholders;

• we may find that the acquired company or technologies do not improve our market position as planned;

• we may have difficulty integrating the operations and personnel of the acquired company, as the combined operations will place significant demands on the Company’s management, technical, financial and other resources;

• key personnel and customers of the acquired company may terminate their relationships with the acquired company as a result of the acquisition;

• we may experience additional financial and accounting challenges and complexities in areas such as tax planning and financial reporting;

• we may assume or be held liable for risks and liabilities (including environmental-related costs) as a result of our acquisitions, some of which we may not be able to discover during our due diligence investigation or adequately adjust for in our acquisition arrangements;

• our ongoing business and management’s attention may be disrupted or diverted by transition or integration issues and the complexity of managing geographically or culturally diverse enterprises;

• we may incur one-time write-offs or restructuring charges in connection with the acquisition;

• we may acquire goodwill and other intangible assets that are subject to amortization or impairment tests, which could result in future charges to earnings;

• we may not be able to realize the cost savings or other financial benefits we anticipated.

We cannot assure you that, following any acquisition, our continued business will achieve sales levels, profitability, efficiencies or synergies that justify the acquisition or that the acquisition will result in increased earnings for us in any future period.

These factors could have a material adverse effect on our business, financial condition and operating results.

Insurance and contractual protections may not always cover lost revenue, increased expenses or liquidated damages payments, which could adversely affect our financial results.

Although we maintain insurance and intend to obtain warranties from suppliers, obligate subcontractors to meet certain performance levels and attempt, where feasible, to pass risks we cannot control to our customers, the proceeds of such insurance or the warranties, performance guarantees or risk sharing arrangements may not be adequate to cover lost revenue, increased expenses or liquidated damages payments that may be required in the future.

We have a significant amount of debt outstanding.

Such indebtedness, along with the other contractual commitments of our Company, could adversely affect our business, financial condition and results of operations.

As of March 23, 2021, we have an outstanding principal and interest balance of approximately $4.9 million underlying the promissory note issued to Iliad Research and Trading, L.P.

which originally matures in March 2021, but was extended on March 17, 2021 to March 18, 2022.

In addition, Iliad Research and Trading, L.P may, subject to current standstill agreements, require us to redeem 1/3 of the initial principal balance of their promissory note each month in cash.

The ability to meet payment and other obligations under this note depends on our ability to generate significant cash flow in the future.

This, to some extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors beyond our control as described in this Annual Report on Form 10-K.

If we are not able to generate sufficient cash flow to service our debt obligations, we may need to refinance or restructure debt, exchange debt for other securities, sell assets, reduce or delay capital investments, or seek to raise additional capital.

If we are unable to implement one or more of these alternatives, we may not be able to meet debt payment and other obligations, which could have a material adverse effect on our financial condition.

In addition, so long as this note is outstanding, the holder will have a right of first refusal on more favorable equity-linked financings and will be entitled to participate in certain equity or debt financings, in each case, subject to certain exceptions.

The existence of these rights may deter potential financing sources and may lead to delays in our ability to close proposed financings.

Any delay or inability to complete a financing when needed could have a material adverse effect on our financial condition.

We may also incur additional indebtedness in the future.

If new debt or other liabilities are added to our current consolidated debt levels, the related risks that we now face could intensify.

We may be required to consolidate the financial results of our former subsidiary, Sysorex, which could have a material adverse effect on our operating results and financial condition.

On August 31, 2018, we completed the spin-off of our value-added reseller business from its indoor positioning analytics business by way of a distribution of all the shares of common stock of its wholly-owned subsidiary, Sysorex, to its stockholders of record as of August 21, 2018 and certain warrant holders.

As of such time, Sysorex’s financial results was deconsolidated from the Company’s financial statements.

As of the date of this Annual Report on Form 10-K, the Company has concluded that Sysorex does not meet the definition of a variable interest entity (“VIE”);

however, in the event that in the future Sysorex meets the definition of a VIE under applicable accounting rules, and we are deemed to be the primary beneficiary, we will be required to consolidate line by line Sysorex’s financial results in our consolidated financial statements for reporting purposes.

If Sysorex’s financial results were negative, this would have a corresponding negative impact on our operating results for reporting purposes and could have a material adverse effect on our operating results and financial condition.

We may be subject to damages resulting from claims that the Company or our employees have wrongfully used or disclosed alleged trade secrets of their former employers.

Upon completion of any acquisitions by the Company, we may be subject to claims that our acquired companies and their employees may have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of former employers or competitors.

Litigation may be necessary to defend against these claims.

We may be subject to unexpected claims of infringement of third party intellectual property rights, either for intellectual property rights of which we are not aware, or for which we believe are invalid or narrower in scope than the accusing party.

Even if we are successful in defending against these claims, litigation could result in substantial costs and be a distraction to management.

If we fail in defending such claims, in addition to paying money claims, we may lose valuable intellectual property rights or personnel or be enjoined from selling certain products or providing certain services.

A loss of key research personnel or their work product could hamper or prevent our ability to commercialize certain products, which could severely harm our business.

We have been and may continue to be subject to regulatory and other government or regulatory investigations or inquiries and may be required to comply with data requests, or requests for information by government authorities and regulators in

the United States or other jurisdictions in which we operate and any resulting enforcement action could have a materially adverse effect on us .

As a publicly trading reporting company with operations in the United States and internationally, we interact regularly with regulatory and self-regulatory agencies in the United States or other jurisdictions in which we operate, including the SEC and the Nasdaq Stock Market.

We have been, are currently and may in the future be the subject of SEC and other regulatory investigations and are and may continue to be required to comply with informal or formal orders or other requests for information or documentation from such government authorities and regulators regarding our compliance with laws and regulations, including the rules and regulations under the Securities Act and the Exchange Act.

Responding to requests for information from regulators in connection with any such investigations or inquiries could have a materially adverse effect on our business through, among other things, significantly increased legal fees and the time and attention required of the Company’s management and employees to be diverted from our normal business operations and growth plans.

Moreover, if a regulator were to initiate an enforcement action against us, such any action could further consume our resources, require us to change our business practices and have a material adverse effect on our business, financial condition, results of operations and cash flows.

Adverse judgments or settlements in legal proceedings could materially harm our business, financial condition, operating results and cash flows.

We may be a party to claims that arise from time to time in the ordinary course of our business, which may include those related to, for example, contracts, sub-contracts, protection of confidential information or trade secrets, adversary proceedings arising from customer bankruptcies, employment of our workforce and immigration requirements or compliance with any of a wide array of state and federal statutes, rules and regulations that pertain to different aspects of our business.

Additionally, we may be made a party to claims against Sysorex that were pending at the time of the Spin-off, or future claims resulting from the Spin-off as described below under the risk factor section titled “Risks Related to the Spin-off.” We may also be required to initiate expensive litigation or other proceedings to protect our business interests.

There is a risk that we will not be successful or otherwise be able to satisfactorily resolve any such claims or litigation.

In addition, litigation and other legal claims are subject to inherent uncertainties.

Those uncertainties include, but are not limited to, litigation costs and attorneys’ fees, unpredictable judicial or jury decisions and the differing laws and judicial proclivities regarding damage awards among the states in which we operate.

Unexpected outcomes in such legal proceedings, or changes in management’s evaluation or predictions of the likely outcomes of such proceedings (possibly resulting in changes in established reserves), could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Due to recurring losses and net capital deficiency, our current financial status may increase our default and litigation risks and may make us more financially vulnerable in the face of threatened litigation.

The loss of our Chief Executive Officer or other key personnel may adversely affect our operations.

Our success depends to a significant extent upon the operation, experience, and continued services of certain of our officers, including our CEO, as well as other key personnel.

While our CEO and key personnel are employed under employment contracts, there is no assurance we will be able to retain their services.

The loss of our CEO or several of the other key personnel could have an adverse effect on the Company.

If our CEO or other executive officers were to leave we would face substantial difficulty in hiring a qualified successor and could experience a loss in productivity while any successor obtains the necessary training and experience.

Furthermore, we do not maintain “key person” life insurance on the lives of any executive officer and their death or incapacity would have a material adverse effect on us.

The competition for qualified personnel is intense, and the loss of services of certain key personnel could adversely affect our business.

Internal system or service failures could disrupt our business and impair our ability to effectively provide our services and products to our customers, which could damage our reputation and adversely affect our revenues and profitability.

Any system or service disruptions, on our hosted Cloud infrastructure or those caused by ongoing projects to improve our information technology systems and the delivery of services, if not anticipated and appropriately mitigated, could have a material adverse effect on our business including, among other things, an adverse effect on our ability to bill our customers for work performed on our contracts, collect the amounts that have been billed and produce accurate financial statements in a timely manner.

We are also subject to systems failures, including network, software or hardware failures, whether caused by us, third-party service providers, cyber security threats, natural disasters, power shortages, terrorist attacks or other events, which could cause loss of data and interruptions or delays in our business, cause us to incur remediation costs, subject us to claims and damage our reputation.

In addition, the failure or disruption of our communications or utilities could cause us to interrupt or suspend our operations or otherwise adversely affect our business.

Our property and business interruption insurance may be

inadequate to compensate us for all losses that may occur as a result of any system or operational failure or disruption and, as a result, our future results could be adversely affected.

Systems failures could damage our reputation and adversely affect our revenues and profitability.

Many of the systems and networks that we develop, install and maintain for our customers on premise or host on our infrastructure involve managing and protecting confidential information and other sensitive corporate and government information.

While we have programs designed to comply with relevant privacy and security laws and restrictions, if a system or network that we develop, install or maintain were to fail or experience a security breach or service interruption, whether caused by us, third-party service providers, cyber security threats or other events, we may experience loss of revenue, remediation costs or face claims for damages or contract termination.

Any such event could cause serious harm to our reputation and prevent us from having access to or being eligible for further work on such systems and networks.

Our errors and omissions liability insurance may be inadequate to compensate us for all of the damages that we may incur and, as a result, our future results could be adversely affected.

We may enter into joint venture, teaming and other arrangements, and these activities involve risks and uncertainties.

A failure of any such relationship could have material adverse results on our business and results of operations.

We may enter into joint venture, teaming and other arrangements.

These activities involve risks and uncertainties, including the risk of the joint venture or applicable entity failing to satisfy its obligations, which may result in certain liabilities to us for guarantees and other commitments, the challenges in achieving strategic objectives and expected benefits of the business arrangement, the risk of conflicts arising between us and our partners and the difficulty of managing and resolving such conflicts, and the difficulty of managing or otherwise monitoring such business arrangements.

A failure of our business relationships could have a material adverse effect on our business and results of operations.

Our business and operations expose us to numerous legal and regulatory requirements and any violation of these requirements could harm our business.

We are subject to numerous federal, state and foreign legal requirements on matters as diverse as data privacy and protection, employment and labor relations, immigration, taxation, anticorruption, import/export controls, trade restrictions, internal control and disclosure control obligations, securities regulation and anti-competition.

Compliance with diverse and changing legal requirements is costly, time-consuming and requires significant resources.

We are also focused on expanding our business in certain identified growth areas, such as health information technology, energy and environment, which are highly regulated and may expose us to increased compliance risk.

Violations of one or more of these diverse legal requirements in the conduct of our business could result in significant fines and other damages, criminal sanctions against us or our officers, prohibitions on doing business and damage to our reputation.

Violations of these regulations or contractual obligations related to regulatory compliance in connection with the performance of customer contracts could also result in liability for significant monetary damages, fines and/or criminal prosecution, unfavorable publicity and other reputational damage, restrictions on our ability to compete for certain work and allegations by our customers that we have not performed our contractual obligations.

If we do not adequately protect our intellectual property rights, we may experience a loss of revenue and our operations and growth prospects may be materially harmed.

We have not registered copyrights on any of the software we have developed, and while we may register copyrights in the software if needed before bringing suit for copyright infringement, such registration can introduce delays before suit of over three years and can constrain damages for infringement.

We rely upon confidentiality agreements signed by our employees, consultants and third parties to protect our intellectual property.

We cannot assure you that we can adequately protect our intellectual property or successfully prosecute actual or potential infringement of our intellectual property rights.

In addition, we cannot assure you that others will not assert rights in, or ownership of, trademarks and other proprietary rights of ours or that we will be able to successfully resolve these types of conflicts to our satisfaction.

Our failure to protect our intellectual property rights may result in a loss of revenue and could materially adversely affect our operations and financial condition.

In addition, any patents issued in the future may not provide us with any competitive advantages, and our patent applications may never be granted.

The process of obtaining patent protection is expensive and time-consuming, and we may not be able to prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner.

Even if issued, there can be no assurance that these patents will adequately protect our intellectual property, as the legal standards relating to the validity, enforceability and scope of protection of patent and other intellectual property rights are complex and often uncertain and are subject to change that can affect validity of patents issued under previous legal standards, particularly with

respect to the law of subject matter eligibility.

Our inability to protect our property rights could adversely affect our financial condition, operating results and growth prospects.

Our proprietary software is protected by common law copyright laws, as opposed to registration under copyright statutes.

We have not registered copyrights on any of the proprietary software we have developed.

Our performance and ability to compete are dependent to a significant degree on our proprietary technology.

Common law protection may be narrower than that which we could obtain under registered copyrights.

As a result, we may experience difficulty in enforcing our copyrights against certain third party infringements.

As part of our

confidentiality-protection procedures, we generally enter into agreements with our employees and consultants and limit access

to, and distribution of, our software, documentation and other proprietary information.

There can be no assurance that the steps

we have taken will prevent misappropriation of our technology or that agreements entered into for that purpose will be enforceable.

As part of our confidentiality-protection procedures, we generally enter into agreements with our employees and consultants and limit access to, and distribution of, our software, documentation and other proprietary information.

There can be no assurance that the steps we have taken will prevent misappropriation of our technology or that agreements entered into for that purpose will be enforceable.

The laws of other countries may afford us little or no protection of our intellectual property.

We also rely on a variety of technology

that we license from third parties.

There can be no assurance that these third party technology licenses will continue to be available

to us on commercially reasonable terms, if at all.

The loss of or inability to maintain or obtain upgrades to any of these technology

licenses could result in delays in completing software enhancements and new development until equivalent technology could be identified,

licensed or developed and integrated.

We also rely on a variety of technology that we license from third parties.

There can be no assurance that these third party technology licenses will continue to be available to us on commercially reasonable terms, if at all.

The loss of or inability to maintain or obtain upgrades to any of these technology licenses could result in delays in completing software enhancements and new development until equivalent technology could be identified, licensed or developed and integrated.

Any such delays would materially and adversely affect our business.

The growth of our business is dependent

on increasing sales to our existing customers and obtaining new customers, which, if unsuccessful, could limit our financial performance.

Our ability to increase

revenues from existing customers by identifying additional opportunities to sell more of our products and services and our ability

to obtain new customers depends on a number of factors, including our ability to offer high quality products and services at competitive

prices, the strength of our competitors and the capabilities of our sales and marketing departments.

If we are not able to continue

to increase sales of our products and services to existing customers or to obtain new customers in the future, we may not be able

to increase our revenues and could suffer a decrease in revenues as well.

Decreases, or slow growth, in the

newspaper publishing industry may negatively affect our results from operation as it relates to our Shoom products.

The newspaper industry

as a whole is experiencing challenges to maintain and grow print circulation and revenues.

This results from, among other factors,

increased competition from other media, particularly the growth of electronic media, and shifting preferences among some consumers

to receive all or a portion of their news other than from a newspaper.

The customer base for our Shoom products is focused on the

newspaper publishing industry and therefore sales from this operating sector will be subject to the future of the newspaper industry.

Our competitiveness depends significantly

on our ability to keep pace with the rapid changes in our industry.

Failure by us to anticipate and meet our customers’

technological

needs could adversely affect our competitiveness and growth prospects.

We operate and compete

in an industry characterized by rapid technological innovation, changing customer needs, evolving industry standards and frequent

introductions of new products, product enhancements, services and distribution methods.

Our success depends on our ability to develop

expertise with these new products, product enhancements, services and distribution methods and to implement solutions that anticipate

and respond to rapid changes in technology, the industry, and customer needs.

The introduction of new products, product enhancements

and distribution methods could decrease demand for current products or render them obsolete.

Sales of products and services can

be dependent on demand for specific product categories, and any change in demand for or supply of such products could have a material

adverse effect on our net sales if we fail to adapt to such changes in a timely manner.

Through our acquisition

of certain assets of GTX and our acquisitions of Locality and Jibestream, we have attempted to adjust our product offerings to

address changing market conditions by offering products such as indoor maps, enhanced video management system, GPS tracking

products, and a Wi-Fi only POD sensor.

These products have met with short-term or limited commercial success, and there can

be no assurances that consumer or commercial demand for our future products will meet, or even approach, our expectations.

our pricing and marketing strategies may not be successful.

Lack of customer demand, a change in marketing strategy and changes

to our pricing models could dramatically alter our financial results.

Unless we are able to release location based products that

meet a significant market demand, we will not be able to improve our financial condition or the results of our future operations.

If we unable to sell additional

products and services to our customers and increase our overall customer base, our future revenue and operating results may suffer.

Our future success

depends, in part, on our ability to expand the deployment of the Jibestream platform and technologies acquired from GTX and Locality

with existing customers and finding new customers to sell our products and services to.

This may require increasingly sophisticated

and costly sales efforts and may not result in additional sales.

In addition, the rate at which our customers purchase additional

products and services, and our ability to attract new customers, depends on a number of factors, including the perceived need

for indoor mapping products and services, as well as general economic conditions.

If our efforts to sell additional products and

services are not successful, our business may suffer.

We operate in a highly competitive

market and we may be required to reduce the prices for some of our products and services to remain competitive, which could adversely

affect our results of operations.

Our industry is developing

rapidly and related technology trends are constantly evolving.

In this environment, we face, among other things, significant price

competition from our competitors.

As a result, we may be forced to reduce the prices of the products and services we sell in response

to offerings made by our competitors and may not be able to maintain the level of bargaining power that we have enjoyed in the

past when negotiating the prices of our products and services.

Our profitability

is dependent on the prices we are able to charge for our products and services.

The prices we are able to charge for our products

and services are affected by a number of factors, including:

our customers’

perceptions of our ability to add value through our products and services;

The growth of our business is dependent on increasing sales to our existing customers and obtaining new customers, which, if unsuccessful, could limit our financial performance.

Our ability to increase revenues from existing customers by identifying additional opportunities to sell more of our products and services and our ability to obtain new customers depends on a number of factors, including our ability to offer high quality products and services at competitive prices, the strength of our competitors and the capabilities of our sales and marketing departments.

If we are not able to continue to increase sales of our products and services to existing customers or to obtain new customers in the future, we may not be able to increase our revenues and could suffer a decrease in revenues as well.

Decreases, or slow growth, in the newspaper publishing industry may negatively affect our results from operation as it relates to our Shoom products.

The newspaper industry as a whole is experiencing challenges to maintain and grow print circulation and revenues.

This results from, among other factors, increased competition from other media, particularly the growth of electronic media, and shifting preferences among some consumers to receive all or a portion of their news other than from a newspaper.

The customer base for our Shoom products is focused on the newspaper publishing industry and therefore sales from this operating sector will be subject to the future of the newspaper industry.

Our competitiveness depends significantly on our ability to keep pace with the rapid changes in our industry.

Failure by us to anticipate and meet our customers’ technological needs could adversely affect our competitiveness and growth prospects.

We operate and compete in an industry characterized by rapid technological innovation, changing customer needs, evolving industry standards and frequent introductions of new products, product enhancements, services and distribution methods.

Our success depends on our ability to develop expertise with these new products, product enhancements, services and distribution methods and to implement solutions that anticipate and respond to rapid changes in technology, the industry, and customer needs.

The introduction of new products, product enhancements and distribution methods could decrease demand for current products or render them obsolete.

Sales of products and services can be dependent on demand for specific product categories, and any change in demand for or supply of such products could have a material adverse effect on our net sales if we fail to adapt to such changes in a timely manner.

Through our recent acquisitions, including the on device positioning technology acquired from Ten Degrees and the acquisition of the Nanotron business, we have attempted to diversify our product offerings and increase our presence in new market verticals.

There can be no assurances that consumer or commercial demand for our future products will meet, or even approach, our expectations.

In addition, our pricing and marketing strategies may not be successful.

Lack of customer demand, a change in marketing strategy and changes to our pricing models could dramatically alter our financial results.

Unless we are able to release location based products that meet a significant market demand, we will not be able to improve our financial condition or the results of our future operations.

If we unable to sell additional products and services to our customers and increase our overall customer base, our future revenue and operating results may suffer.

Our future success depends, in part, on our ability to expand the deployment of newly acquired technologies with existing customers and finding new customers to sell our products and services to.

This may require increasingly sophisticated and costly sales efforts and may not result in additional sales.

In addition, the rate at which our customers purchase additional products and services, and our ability to attract new customers, depends on a number of factors, including the perceived need for indoor mapping products and services, as well as general economic conditions.

If our efforts to sell additional products and services are not successful, our business may suffer.

We operate in a highly competitive market and we may be required to reduce the prices for some of our products and services to remain competitive, which could adversely affect our results of operations.

Our industry is developing rapidly and related technology trends are constantly evolving.

In this environment, we face, among other things, significant price competition from our competitors.

As a result, we may be forced to reduce the prices of the products and services we sell in response to offerings made by our competitors and may not be able to maintain the level of bargaining power that we have enjoyed in the past when negotiating the prices of our products and services.

Our profitability is dependent on the prices we are able to charge for our products and services.

The prices we are able to charge for our products and services are affected by a number of factors, including:

• our customers’ perceptions of our ability to add value through our products and services;

• introduction of new products or services by us or our competitors;

our competitors’

pricing policies;

• our competitors’ pricing policies;

• our ability to charge higher prices where market demand or the value of our products or services justifies it;

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• general economic and political conditions.

If we are not able

to maintain favorable pricing for our products and services, our results of operations could be adversely affected.

A delay in the completion of our

customers’

budget processes could delay purchases of our products and services and have an adverse effect on our business,

operating results and financial condition.

We rely on our customers

to purchase products and services from us to maintain and increase our earnings, and customer purchases are frequently subject

to budget constraints, multiple approvals and unplanned administrative, processing and other delays.

If sales expected from a specific

customer are not realized when anticipated or at all, our results could fall short of public expectations and our business, operating

results and financial condition could be materially adversely affected.

Digital threats such as cyber-attacks,

data protection breaches, computer viruses or malware may disrupt our operations, harm our operating results and damage our reputation,

and cyber-attacks or data protection breaches on our customers’

networks, or in cloud-based services provided by or

enabled by us, could result in liability for us, damage our reputation or otherwise harm our business.

Despite our implementation

of network security measures, the products and services we sell to customers, and our servers, data centers and the cloud-based

solutions on which our data, and data of our customers, suppliers and business partners are stored, are vulnerable to cyber-attacks,

data protection breaches, computer viruses, and similar disruptions from unauthorized tampering or human error.

Any such event

could compromise our networks or those of our customers, and the information stored on our networks or those of our customers

could be accessed, publicly disclosed, lost or stolen, which could subject us to liability to our customers, business partners

and others, and could have a material adverse effect on our business, operating results, and financial condition and may

cause damage to our reputation.

Efforts to limit the ability of malicious third parties to disrupt the operations of the Internet

or undermine our own security efforts may be costly to implement and meet with resistance, and may not be successful.

of network security in our customers’

networks, or in cloud-based services provided by or enabled by us, regardless of whether

the breach is attributable to a vulnerability in our products or services, could result in liability for us, damage our reputation

or otherwise harm our business.

Any failures or interruptions in

our services or systems could damage our reputation and substantially harm our business and results of operations.

Our success depends

in part on our ability to provide reliable remote services, technology integration and managed services to our customers.

The operations

of our Cloud based applications and analytics are susceptible to damage or interruption from human error, fire, flood, power loss,

telecommunications failure, terrorist attacks and similar events.

We could also experience failures or interruptions of our systems

and services, or other problems in connection with our operations, as a result of:

If we are not able to maintain favorable pricing for our products and services, our results of operations could be adversely affected.

A delay in the completion of our customers’ budget processes could delay purchases of our products and services and have an adverse effect on our business, operating results and financial condition.

We rely on our customers to purchase products and services from us to maintain and increase our earnings, and customer purchases are frequently subject to budget constraints, multiple approvals and unplanned administrative, processing and other delays.

If sales expected from a specific customer are not realized when anticipated or at all, our results could fall short of public expectations and our business, operating results and financial condition could be materially adversely affected.

Digital threats such as cyber-attacks, data protection breaches, computer viruses or malware may disrupt our operations, harm our operating results and damage our reputation, and cyber-attacks or data protection breaches on our customers’ networks, or in cloud-based services provided by or enabled by us, could result in liability for us, damage our reputation or otherwise harm our business.

Despite our implementation of network security measures, the products and services we sell to customers, and our servers, data centers and the cloud-based solutions on which our data, and data of our customers, suppliers and business partners are stored, are vulnerable to cyber-attacks, data protection breaches, computer viruses, and similar disruptions from unauthorized tampering or human error.

Any such event could compromise our networks or those of our customers, and the information stored on our networks or those of our customers could be accessed, publicly disclosed, lost or stolen, which could subject us to liability to our customers, business partners and others, and could have a material adverse effect on our business, operating results, and financial condition and may cause damage to our reputation.

Efforts to limit the ability of malicious third parties to disrupt the operations of the Internet or undermine our own security efforts may be costly to implement and meet with resistance, and may not be successful.

Breaches of network security in our customers’ networks, or in cloud-based services

provided by or enabled by us, regardless of whether the breach is attributable to a vulnerability in our products or services, could result in liability for us, damage our reputation or otherwise harm our business.

Any failures or interruptions in our services or systems could damage our reputation and substantially harm our business and results of operations.

Our success depends in part on our ability to provide reliable remote services, technology integration and managed services to our customers.

The operations of our Cloud based applications and analytics are susceptible to damage or interruption from human error, fire, flood, power loss, telecommunications failure, terrorist attacks and similar events.

We could also experience failures or interruptions of our systems and services, or other problems in connection with our operations, as a result of:

• damage to or failure of our computer software or hardware or our connections;

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• errors by our employees or third-party service providers.

Any production interruptions

for any reason, such as a natural disaster, epidemic, capacity shortages, or quality problems, at one of our manufacturing partners

would negatively affect sales of product lines manufactured by that manufacturing partner and adversely affect our business and

operating results.

Any interruptions

in our systems or services could damage our reputation and substantially harm our business and results of operations.

maintain disaster recovery plans and insurance with coverage we believe to be adequate, claims may exceed insurance coverage limits,

may not be covered by insurance or insurance may not continue to be available on commercially reasonable terms.

We rely on a limited number of key

customers, the importance of which may vary dramatically from year to year, and a loss of one or more of these key customers may

adversely affect our operating results.

Our top three customers

accounted for approximately 66% and 49% of our gross revenue during the years ended December 31, 2019 and 2018, respectively.

customer accounted for 42% of our gross revenue in 2019 and 33% in 2018;

however, this customer may or may not continue to be a

significant contributor to revenue in 2020.

The loss of a significant amount of business from one of our major customers would

materially and adversely affect our results of operations until such time, if ever, as we are able to replace the lost business.

Any production interruptions for any reason, such as a natural disaster, epidemic, capacity shortages, or quality problems, at one of our manufacturing partners would negatively affect sales of product lines manufactured by that manufacturing partner and adversely affect our business and operating results.

Any interruptions in our systems or services could damage our reputation and substantially harm our business and results of operations.

While we maintain disaster recovery plans and insurance with coverage we believe to be adequate, claims may exceed insurance coverage limits, may not be covered by insurance or insurance may not continue to be available on commercially reasonable terms.

We rely on a limited number of key customers, the importance of which may vary dramatically from year to year, and a loss of one or more of these key customers may adversely affect our operating results.

Our top three customers accounted for approximately 43% and 66% of our gross revenue during the years ended December 31, 2020 and 2019, respectively.

One customer accounted for 26% of our gross revenue in 2020 and 42% in 2019;

however, this customer may or may not continue to be a significant contributor to revenue in 2021.

The loss of a significant amount of business from one of our major customers would materially and adversely affect our results of operations until such time, if ever, as we are able to replace the lost business.

Significant customers or projects in any one period may not continue to be significant customers or projects in other periods.

To the extent that we are dependent on any single customer, we are subject to the risks faced by that customer to the extent that

such risks impede the customer’s ability to stay in business and make timely payments to us.

We may need additional cash financing

and any failure to obtain cash financing, could limit our ability to grow our business and develop or enhance our service offerings

to respond to market demand or competitive challenges.

We expect that we

will need to raise funds in order to continue our operations and implement our plans to grow our business.

However, if we decide

to seek additional capital, we may be unable to obtain financing on terms that are acceptable to us or at all.

If we are unable

to raise the required cash, our ability to grow our business and develop or enhance our service offerings to respond to market

demand or competitive challenges could be limited.

If we cannot collect our receivables

or if payment is delayed, our business may be adversely affected by our inability to generate cash flow, provide working capital

or continue our business operations.

Our business depends

on our ability to successfully obtain payment from our customers of the amounts they owe us for products received from us and any

work performed by us.

The timely collection of our receivables allows us to generate cash flow, provide working capital and continue

our business operations.

Our customers may fail to pay or delay the payment of invoices for a number of reasons, including financial

difficulties resulting from macroeconomic conditions or lack of an approved budget.

An extended delay or default in payment relating

to a significant account will have a material and adverse effect on the aging schedule and turnover days of our accounts receivable.

If we are unable to timely collect our receivables from our customers for any reason, our business and financial condition could

be adversely affected.

If our products fail to satisfy

customer demands or to achieve increased market acceptance our results of operations, financial condition and growth prospects

could be materially adversely affected.

The market acceptance

of our products are critical to our continued success.

Demand for our products is affected by a number of factors beyond our control,

including continued market acceptance, the timing of development and release of new products by competitors, technological change,

and growth or decline in the mobile device management market.

We expect the proliferation of mobile devices to lead to an increase

in the data security demands of our customers, and our products may not be able to scale and perform to meet those demands.

we are unable to continue to meet customer demands or to achieve more widespread market acceptance of these products, our business

operations, financial results and growth prospects will be materially and adversely affected.

Defects, errors, or vulnerabilities

in our products or services or the failure of such products or services to prevent a security breach, could harm our reputation

and adversely affect our results of operations.

Because our location

based security products and services are complex, they have contained and may contain design or manufacturing defects or errors

that are not detected until after their commercial release and deployment by customers.

Defects may cause such products to be

vulnerable to advanced persistent threats (APTs) or security attacks, cause them to fail to help secure information or temporarily

interrupt customers’

networking traffic.

Because the techniques used by hackers to access sensitive information change frequently

and generally are not recognized until launched against a target, we may be unable to anticipate these techniques and provide

a solution in time to protect customers’

In addition, defects or errors in our subscription updates or products could

result in a failure to effectively update customers’

hardware products and thereby leave customers vulnerable to APTs or

security attacks.

Any defects, errors or vulnerabilities

in our products could result in:

expenditure of significant

financial and product development resources in efforts to analyze, correct, eliminate, or work-around errors or defects or

to address and eliminate vulnerabilities;

delayed or lost

loss of existing

or potential customers or partners;

increased warranty

claims compared with historical experience, or increased cost of servicing warranty claims, either of which would adversely

affect gross margins;

litigation, regulatory

inquiries, or investigations that may be costly and harm our reputation

Our current research and development

efforts may not produce successful products or features that result in significant revenue, cost savings or other benefits in

the near future.

If we do not realize significant revenue from our research and development efforts, our business and operating

results could be adversely affected.

Developing products

and related enhancements in our field is expensive.

Investments in research and development may not result in significant design

improvements, marketable products or features or may result in products that are more expensive than anticipated.

We may not achieve

the cost savings or the anticipated performance improvements expected, and we may take longer to generate revenue from products

in development, or generate less revenue than expected.

Our future plans include

significant investments in research and development and related product opportunities.

Our management believes that we must continue

to dedicate a significant amount of resources to research and development efforts to maintain a competitive position.

we may not receive significant revenue from these investments in the near future, or these investments may not yield the expected

benefits, either of which could adversely affect our business and operating results.

Misuse of our products could harm

our reputation.

Our products, particularly

our location based security and detection products, may be misused by customers or third parties that obtain access to such products.

For example, location information combined with other information about the same users in the hands of criminals could result in

misuse of the data and privacy law violations and result in negative press coverage and negatively affect our reputation.

If the general level of advanced

attacks declines, or is perceived by current or potential customers to have declined, this could harm our location based security

and detection operating segment, and our financial condition, operating results and growth prospects.

Our location based

security and detection-operating segment is substantially dependent upon enterprises and governments recognizing that advanced

persistent threats (“APTs”) and other security attacks are pervasive and are not effectively prevented by legacy security

High visibility attacks on prominent enterprises and governments have increased market awareness of the problem of

APTs and security attacks and help to provide an impetus for enterprises and governments to devote resources to protecting against

attacks, such as testing our platform, purchasing it, and broadly deploying it within their organizations.

If APTs and other security

attacks were to decline, or enterprises or governments perceived that the general level of attacks has declined, our ability to

attract new customers and expand its offerings for existing customers could be materially and adversely affected, which would,

in turn, have a material adverse effect on our financial condition, results of operations and growth prospects.

If our location based security and

detection products do not effectively interoperate with our customers’

IT infrastructure, installations could be delayed

or cancelled, which would harm our financial condition, operating results and growth prospects.

Our products must

effectively interoperate with our customers’

existing or future IT infrastructure, which often has different specifications,

utilizes multiple protocol standards, deploys products from multiple vendors, and contains multiple generations of products that

have been added over time.

As a result, when problems occur in a company’s infrastructure, it may be difficult to identify

the sources of these problems.

If we find errors in the existing software or defects in the hardware used in our customers’

infrastructure, we may have to modify its software or hardware so that our products will interoperate with the infrastructure

of our customers.

In such cases, our products may be unable to provide significant performance improvements for applications deployed

in the infrastructure of our customers.

These issues could cause longer installation times for our products and could cause order

cancellations, either of which would adversely affect our business, results of operations and financial condition.

other customers may require products to comply with certain security or other certifications and standards.

If our products are

late in achieving or fail to achieve compliance with these certifications and standards, or competitors sooner achieve compliance

with these certifications and standards, we may be disqualified from selling our products to such customers, or may otherwise

be at a competitive disadvantage, either of which would harm our business, results of operations, and financial condition.

Our international business exposes

us to geo-political and economic factors, legal and regulatory requirements, public health and other risks associated with doing

business in foreign countries .

We provide our products

and services to customers worldwide.

These risks differ from and potentially may be greater than those associated with our domestic

Our international

business is sensitive to changes in the priorities and budgets of international customers and geo-political uncertainties, which

may be driven by changes in threat environments and potentially volatile worldwide economic conditions, various regional and local

economic and political factors, risks and uncertainties, as well as U.S.

To the extent that we are dependent on any single customer, we are subject to the risks faced by that customer to the extent that such risks impede the customer’s ability to stay in business and make timely payments to us.

We may need additional cash financing and any failure to obtain cash financing, could limit our ability to grow our business and develop or enhance our service offerings to respond to market demand or competitive challenges.

We expect that we will need to raise funds in order to continue our operations and implement our plans to grow our business.

However, if we decide to seek additional capital, we may be unable to obtain financing on terms that are acceptable to us or at all.

If we are unable to raise the required cash, our ability to grow our business and develop or enhance our service offerings to respond to market demand or competitive challenges could be limited.

If we cannot collect our receivables or if payment is delayed, our business may be adversely affected by our inability to generate cash flow, provide working capital or continue our business operations.

Our business depends on our ability to successfully obtain payment from our customers of the amounts they owe us for products received from us and any work performed by us.

The timely collection of our receivables allows us to generate cash flow, provide working capital and continue our business operations.

Our customers may fail to pay or delay the payment of

invoices for a number of reasons, including financial difficulties resulting from macroeconomic conditions or lack of an approved budget.

An extended delay or default in payment relating to a significant account will have a material and adverse effect on the aging schedule and turnover days of our accounts receivable.

If we are unable to timely collect our receivables from our customers for any reason, our business and financial condition could be adversely affected.

If our products fail to satisfy customer demands or to achieve increased market acceptance our results of operations, financial condition and growth prospects could be materially adversely affected.

The market acceptance of our products are critical to our continued success.

Demand for our products is affected by a number of factors beyond our control, including continued market acceptance, the timing of development and release of new products by competitors, technological change, and growth or decline in the mobile device management market.

We expect the proliferation of mobile devices to lead to an increase in the data security demands of our customers, and our products may not be able to scale and perform to meet those demands.

If we are unable to continue to meet customer demands or to achieve more widespread market acceptance of these products, our business operations, financial results and growth prospects will be materially and adversely affected.

Defects, errors, or vulnerabilities in our products or services or the failure of such products or services to prevent a security breach, could harm our reputation and adversely affect our results of operations.

Because our location based security products and services are complex, they have contained and may contain design or manufacturing defects or errors that are not detected until after their commercial release and deployment by customers.

Defects may cause such products to be vulnerable to advanced persistent threats ("APTs") or security attacks, cause them to fail to help secure information or temporarily interrupt customers’ networking traffic.

Because the techniques used by hackers to access sensitive information change frequently and generally are not recognized until launched against a target, we may be unable to anticipate these techniques and provide a solution in time to protect customers’ data.

In addition, defects or errors in our subscription updates or products could result in a failure to effectively update customers’ hardware products and thereby leave customers vulnerable to APTs or security attacks.

Any defects, errors or vulnerabilities in our products could result in:

• expenditure of significant financial and product development resources in efforts to analyze, correct, eliminate, or work-around errors or defects or to address and eliminate vulnerabilities;

• delayed or lost revenue;

• loss of existing or potential customers or partners;

• increased warranty claims compared with historical experience, or increased cost of servicing warranty claims, either of which would adversely affect gross margins;

• litigation, regulatory inquiries, or investigations that may be costly and harm our reputation

Our current research and development efforts may not produce successful products or features that result in significant revenue, cost savings or other benefits in the near future.

If we do not realize significant revenue from our research and development efforts, our business and operating results could be adversely affected.

Developing products and related enhancements in our field is expensive.

Investments in research and development may not result in significant design improvements, marketable products or features or may result in products that are more expensive than anticipated.

We may not achieve the cost savings or the anticipated performance improvements expected, and we may take longer to generate revenue from products in development, or generate less revenue than expected.

Our future plans include significant investments in research and development and related product opportunities.

Our management believes that we must continue to dedicate a significant amount of resources to research and development efforts to maintain a competitive position.

However, we may not receive significant revenue from these investments in the near future, or these investments may not yield the expected benefits, either of which could adversely affect our business and operating results.

Misuse of our products could harm our reputation.

Our products, particularly our location based security and detection products, may be misused by customers or third parties that obtain access to such products.

For example, location information combined with other information about the same users in the hands of criminals could result in misuse of the data and privacy law violations and result in negative press coverage and negatively affect our reputation.

If the general level of advanced attacks declines, or is perceived by current or potential customers to have declined, this could harm our location based security and detection operating segment, and our financial condition, operating results and growth prospects.

Our location based security and detection-operating segment is substantially dependent upon enterprises and governments recognizing that APTs and other security attacks are pervasive and are not effectively prevented by legacy security solutions.

High visibility attacks on prominent enterprises and governments have increased market awareness of the problem of APTs and security attacks and help to provide an impetus for enterprises and governments to devote resources to protecting against attacks, such as testing our platform, purchasing it, and broadly deploying it within their organizations.

If APTs and other security attacks were to decline, or enterprises or governments perceived that the general level of attacks has declined, our ability to attract new customers and expand its offerings for existing customers could be materially and adversely affected, which would, in turn, have a material adverse effect on our financial condition, results of operations and growth prospects.

If our location based security and detection products do not effectively interoperate with our customers’ IT infrastructure, installations could be delayed or cancelled, which would harm our financial condition, operating results and growth prospects.

Our products must effectively interoperate with our customers’ existing or future IT infrastructure, which often has different specifications, utilizes multiple protocol standards, deploys products from multiple vendors, and contains multiple generations of products that have been added over time.

As a result, when problems occur in a company’s infrastructure, it may be difficult to identify the sources of these problems.

If we find errors in the existing software or defects in the hardware used in our customers’ infrastructure, we may have to modify its software or hardware so that our products will interoperate with the infrastructure of our customers.

In such cases, our products may be unable to provide significant performance improvements for applications deployed in the infrastructure of our customers.

These issues could cause longer installation times for our products and could cause order cancellations, either of which would adversely affect our business, results of operations and financial condition.

In addition, other customers may require products to comply with certain security or other certifications and standards.

If our products are late in achieving or fail to achieve compliance with these certifications and standards, or competitors sooner achieve compliance with these certifications and standards, we may be disqualified from selling our products to such customers, or may otherwise be at a competitive disadvantage, either of which would harm our business, results of operations, and financial condition.

Our international business exposes us to geo-political and economic factors, legal and regulatory requirements, public health and other risks associated with doing business in foreign countries .

We provide our products and services to customers worldwide.

These risks differ from and potentially may be greater than those associated with our domestic business.

Our international business is sensitive to changes in the priorities and budgets of international customers and geo-political uncertainties, which may be driven by changes in threat environments and potentially volatile worldwide economic conditions, various regional and local economic and political factors, risks and uncertainties, as well as U.S.

foreign policy.

Our international

sales are also subject to local government laws, regulations and procurement policies and practices, which may differ from U.S.

Government regulations, including regulations relating to import-export control, investments, exchange controls and repatriation

of earnings, as well as to varying currency, geo-political and economic risks.

Our international contracts may include industrial

cooperation agreements requiring specific in-country purchases, manufacturing agreements or financial support obligations, known

as offset obligations, and provide for penalties if we fail to meet such requirements.

Our international contracts may also be

subject to termination at the customer’s convenience or for default based on performance, and may be subject to funding

We also are exposed to risks associated with using foreign representatives and consultants for international sales and

operations and teaming with international subcontractors, partners and suppliers in connection with international programs.

a result of these factors, we could experience award and funding delays on international programs and could incur losses on such

programs, which could negatively affect our results of operations and financial condition.

We are also subject to a number of other

risks including:

the absence in some jurisdictions of effective

laws to protect our intellectual property rights;

multiple and possibly overlapping and conflicting

Our international sales are also subject to local government laws, regulations and procurement policies and practices, which may differ from U.S.

Government regulations, including regulations relating to import-export control, investments, exchange controls and repatriation of earnings, as well as to varying currency, geo-political and economic risks.

Our international contracts may include industrial cooperation agreements requiring specific in-country purchases, manufacturing agreements or financial support obligations, known as offset obligations, and provide for penalties if we fail to meet such requirements.

Our international contracts may also be subject to termination at the customer’s convenience or for default based on performance, and may be subject to funding risks.

We also are exposed to risks associated with using foreign representatives and consultants for international sales and operations and teaming with international subcontractors, partners and suppliers in connection with international programs.

As a result of these factors, we could experience award and funding delays on international programs and could incur losses on such programs, which could negatively affect our results of operations and financial condition.

We are also subject to a number of other risks including:

• the absence in some jurisdictions of effective laws to protect our intellectual property rights;

• multiple and possibly overlapping and conflicting tax laws;

• restrictions on movement of cash;

the burdens of complying with a variety of national

and local laws;

• the burdens of complying with a variety of national and local laws;

• political instability;

1 unchanged sentence

• longer payment cycles;

restrictions on the import and export of certain

technologies;

price controls or restrictions on exchange of

foreign currencies;

• restrictions on the import and export of certain technologies;

• price controls or restrictions on exchange of foreign currencies;

• trade barriers.

In addition, our

international operations (or those of our business partners) could be subject to natural disasters such as earthquakes,

tsunamis, flooding, typhoons and volcanic eruptions that disrupt manufacturing or other operations.

There may be conflict or

uncertainty in the countries in which we operate, including public health issues (for example, an outbreak of a contagious

disease such as 2019-Novel Coronavirus (2019-nCoV), avian influenza, measles or Ebola), safety issues, natural disasters,

fire, disruptions of service from utilities, nuclear power plant accidents or general economic or political factors.

example, as a result of the Coronavirus outbreak, our ability to source internal connection cables for certain of our sensors

has been delayed, which will require us to source these components from other vendors at a higher price that may result in an

increase in our costs to produce our products In the event our customers are materially impacted by these events, it may

impact anticipated orders and planned shipments for our products.

With respect to political factors, the United

Kingdom’s 2016 referendum, commonly referred to as “Brexit,”

has created economic and political uncertainty

in the European Union.

Also, the European Union’s General Data Protection Regulation imposes significant new

requirements on how we collect, process and transfer personal data, as well as significant fines for non-compliance.

the above risks, should they occur, could result in an increase in the cost of components, production delays, general

business interruptions, delays from difficulties in obtaining export licenses for certain technology, tariffs and other

barriers and restrictions, longer payment cycles, increased taxes, restrictions on the repatriation of funds and the burdens

of complying with a variety of foreign laws, any of which could ultimately have a material adverse effect on our

Our international operations are

subject to special U.S.

government laws and regulations, such as the Foreign Corrupt Practices Act, and regulations and procurement

policies and practices, including regulations to import-export control, which may expose us to liability or impair our ability

to compete in international markets.

Our international

operations are subject to the U.S.

Foreign Corrupt Practices Act (“FCPA”), and other laws that prohibit improper payments

or offers of payments to foreign governments and their officials and political parties by U.S.

and other business entities for

the purpose of obtaining or retaining business.

We have operations and deal with governmental customers in countries known to

experience corruption, including certain countries in the Middle East and in the future, the Far East.

Our activities in these

countries create the risk of unauthorized payments or offers of payments by one of our employees, consultants or contractors that

could be in violation of various laws including the FCPA, even though these parties are not always subject to our control.

are also subject to import-export control regulations restricting the use and dissemination of information classified for national

security purposes and the export of certain products, services, and technical data, including requirements regarding any applicable

licensing of our employees involved in such work.

Difficult conditions in the global

capital markets and the economy generally may materially adversely affect our business and results of operations, and we do not

expect these conditions to improve in the near future.

Our results of operations

are materially affected by conditions in the global capital markets and the economy generally, both in the U.S.

and elsewhere

around the world.

Weak economic conditions generally, sustained uncertainty about global economic conditions, or a

prolonged or further tightening of credit markets could cause our customers and potential customers to postpone or reduce spending

on technology products or services or put downward pressure on prices, which could have an adverse effect on our business, results

of operations or cash flows.

Concerns over inflation, energy costs, geopolitical issues and the availability of credit,

In addition, our international operations (or those of our business partners) could be subject to natural disasters such as earthquakes, tsunamis, flooding, typhoons and volcanic eruptions that disrupt manufacturing or other operations.

There may be conflict or uncertainty in the countries in which we operate, including public health issues (for example, an outbreak of a contagious disease such as 2019-Novel Coronavirus (2019-nCoV), avian influenza, measles or Ebola), safety issues, natural disasters, fire, disruptions of service from utilities, nuclear power plant accidents or general economic or political factors.

For example, as a result of the Coronavirus outbreak, our ability to source internal connection cables for certain of our sensors has been delayed, which will require us to source these components from other vendors at a higher price that may result in an increase in our costs to produce our products In the event our customers are materially impacted by these events, it may impact anticipated orders and planned shipments for our products.

With respect to political factors, the United Kingdom’s 2016 referendum, commonly referred to as “Brexit,” has created economic and political uncertainty in the European Union.

Also, the European Union’s General Data Protection Regulation imposes significant new requirements on how we collect, process and transfer personal data, as well as significant fines for non-compliance.

Any of the above risks, should they occur, could result in an increase in the cost of components, production delays, general business interruptions, delays from difficulties in obtaining export licenses for certain technology, tariffs and other barriers and restrictions, longer payment cycles, increased taxes, restrictions on the repatriation of funds and the burdens of complying with a variety of foreign laws, any of which could ultimately have a material adverse effect on our business.

Our international operations are subject to special U.S.

government laws and regulations, such as the Foreign Corrupt Practices Act, and regulations and procurement policies and practices, including regulations to import-export control, which may expose us to liability or impair our ability to compete in international markets.

Our international operations are subject to the U.S.

Foreign Corrupt Practices Act (“FCPA”), and other laws that prohibit improper payments or offers of payments to foreign governments and their officials and political parties by U.S.

and other business entities for the purpose of obtaining or retaining business.

We have operations and deal with governmental customers in countries known to experience corruption, including certain countries in the Middle East and in the future, the Far East.

Our activities in these countries create the risk of unauthorized payments or offers of payments by one of our employees, consultants or contractors that could be in violation of various laws including the FCPA, even though these parties are not always subject to our control.

We are also subject to import-export control regulations restricting the use and dissemination of information classified for national security purposes and the export of certain products, services, and technical data, including requirements regarding any applicable licensing of our employees involved in such work.

Difficult conditions in the global capital markets and the economy generally may materially adversely affect our business and results of operations, and we do not expect these conditions to improve in the near future.

Our results of operations are materially affected by conditions in the global capital markets and the economy generally, both in the U.S.

and elsewhere around the world.

Weak economic conditions generally, sustained uncertainty about global economic conditions, or a prolonged or further tightening of credit markets could cause our customers and potential customers to postpone or reduce spending on technology products or services or put downward pressure on prices, which could have an adverse effect on our business, results of operations or cash flows.

Concerns over inflation, energy costs, geopolitical issues and

the availability of credit, in the U.S.

have contributed to increased volatility and diminished expectations for the economy and the markets going forward.

These factors, combined with volatile oil prices and wavering business and consumer confidence, have precipitated an economic

slowdown and uncertain global outlook.

Domestic and international equity markets have been experiencing heightened volatility

These factors, combined with volatile oil prices and wavering business and consumer confidence, have precipitated an economic slowdown and uncertain global outlook.

Domestic and international equity markets have been experiencing heightened volatility and turmoil.

These events and the continuing market upheavals may have an adverse effect on our business.

In the event of extreme

prolonged market events, such as the global economic recovery, we could incur significant losses.

In the event of extreme prolonged market events, such as the global economic recovery, we could incur significant losses.

Changes in U.S.

administrative policy,

including changes to existing trade agreements and any resulting changes in international relations, could adversely affect our

financial performance and supply chain economics.

As a result of changes

administrative policy, including changes to existing trade agreements and any resulting changes in international relations, could adversely affect our financial performance and supply chain economics.

As a result of changes to U.S.

administrative policy, among other possible changes, there may be (i) changes to existing trade agreements;

restrictions on free trade generally;

and (iii) significant increases in tariffs on goods imported into the United States, particularly

those manufactured in China.

China is currently a leading global source of hardware products, including the hardware products that

(ii) greater restrictions on free trade generally;

and (iii) significant increases in tariffs on goods imported into the United States, particularly those manufactured in China.

China is currently a leading global source of hardware products, including the hardware products that we use.

In January 2020, the U.S.

and China entered into Phase One of the Economic and Trade

Agreement Between the United States of America and the People’s Republic of China (the “Phase One Trade Agreement”).

and China entered into Phase One of the Economic and Trade Agreement Between the United States of America and the People’s Republic of China (the “Phase One Trade Agreement”).

The Phase One Trade Agreement takes steps to ease certain trade tensions between the U.S.

and China, including tensions involving

intellectual property theft and forced intellectual property transfers by China.

Although the Phase One Trade Agreement is an encouraging

sign of progress in the trade negotiations between the U.S.

and China, questions still remain as to the enforcement of its terms,

the resolution of a number of other points of dispute between the parties, and the prevention of further tensions.

If the U.S.-China

trade dispute re-escalates or relations between the United States and China deteriorate, these conditions could adversely affect

our ability to source our hardware products and therefore our ability to manufacture our products.

Our ability to manufacture our

products could also be affected by economic uncertainty, in China or by our failure to establish a positive reputation and relationships

The occurrence of any of these events could have an adverse effect on our ability to source the components necessary

to manufacture our products, which, in turn, could cause our long-term business, financial condition and operating results to be

materially adversely affected.

There is also a possibility

of future tariffs, trade protection measures, import or export regulations or other restrictions imposed on our products or on

our customers by the United States, China or other countries that could have a material adverse effect on our business.

A significant

trade disruption or the establishment or increase of any tariffs, trade protection measures or restrictions could result in lost

sales adversely impacting our reputation and business.

A trade war, other governmental action related to tariffs or international

trade agreements, changes in U.S.

social, political, regulatory and economic conditions or in laws and policies governing foreign

trade, manufacturing, development and investment in the territories and countries where we currently do business or any resulting

negative sentiments towards the United States could adversely affect our supply chain economics, consolidated revenue, earnings

and cash flow.

We may use open source blockchain

technology in our IPA platform as requested by customers.

This technology has been scrutinized by regulatory agencies and

therefore we may be impacted by unfavorable regulatory action in one or more jurisdictions.

We may use open source

blockchain technology as a secure repository for “device reputation”

acquired by our IPA platform if requested by

Blockchain technologies have been the subject of scrutiny by various regulatory bodies around the world.

impacted by one or more regulatory inquiries or actions, including but not limited to restrictions on the use of blockchain technology,

which could impede or limit the use of this technology within our product offerings.

We intend to use and leverage open

source technology in our IPA platform which may create risks of security weaknesses.

Some parts of our technology

may be based on open-source technology, including the blockchain technology that we may use in our IPA platform.

There is a risk

that the development team or other third parties may intentionally or unintentionally introduce weaknesses or bugs into the core

infrastructure elements of our technology solutions interfering with the use of such technology or causing loss to the Company.

We may not be able to develop new

products or enhance our product to keep pace with our industry’s rapidly changing technology

and customer requirements.

The industry in which

we operate is characterized by rapid technological changes, new product introductions, enhancements, and evolving industry standards.

Our business prospects depend on our ability to develop new products and applications for our technology in new markets that develop

as a result of technological and scientific advances, while improving performance and cost-effectiveness.

New technologies, techniques

or products could emerge that might offer better combinations of price and performance than the blockchain technology solutions

that are being developed by the Company.

and China, including tensions involving intellectual property theft and forced intellectual property transfers by China.

Although the Phase One Trade Agreement is an encouraging sign of progress in the trade negotiations between the U.S.

and China, questions still remain as to the enforcement of its terms, the resolution of a number of other points of dispute between the parties, and the prevention of further tensions.

If the U.S.-China trade dispute re-escalates or relations between the United States and China deteriorate, these conditions could adversely affect our ability to source our hardware products and therefore our ability to manufacture our products.

Our ability to manufacture our products could also be affected by economic uncertainty, in China or by our failure to establish a positive reputation and relationships in China.

The occurrence of any of these events could have an adverse effect on our ability to source the components necessary to manufacture our products, which, in turn, could cause our long-term business, financial condition and operating results to be materially adversely affected.

There is also a possibility of future tariffs, trade protection measures, import or export regulations or other restrictions imposed on our products or on our customers by the United States, China or other countries that could have a material adverse effect on our business.

A significant trade disruption or the establishment or increase of any tariffs, trade protection measures or restrictions could result in lost sales adversely impacting our reputation and business.

A trade war, other governmental action related to tariffs or international trade agreements, changes in U.S.

social, political, regulatory and economic conditions or in laws and policies governing foreign trade, manufacturing, development and investment in the territories and countries where we currently do business or any resulting negative sentiments towards the United States could adversely affect our supply chain economics, consolidated revenue, earnings and cash flow.

We intend to use and leverage open source technology in our IPA platform which may create risks of security weaknesses.

Some parts of our technology may be based on open-source technology, including the technology that we may use in our Indoor Intelligence platform.

There is a risk that the development team or other third parties may intentionally or unintentionally introduce weaknesses or bugs into the core infrastructure elements of our technology solutions interfering with the use of such technology or causing loss to the Company.

We may not be able to develop new products or enhance our product to keep pace with our industry’s rapidly changing technology and customer requirements.

The industry in which we operate is characterized by rapid technological changes, new product introductions, enhancements, and evolving industry standards.

Our business prospects depend on our ability to develop new products and applications for our technology in new markets that develop as a result of technological and scientific advances, while improving performance and cost-effectiveness.

New technologies, techniques or products could emerge that might offer better combinations of price and performance than the blockchain technology solutions that are being developed by the Company.

It is important that we anticipate changes in technology and market demand.

not successfully innovate and introduce new technology into our anticipated technology solutions or effectively manage the transitions

of our technology to new product offerings, our business, financial condition and results of operations could be harmed.

Domestic and foreign government

regulation and enforcement of data practices and data tracking technologies is expansive, broadly defined and rapidly evolving.

Such regulation could directly restrict portions of our business or indirectly affect our business by constraining our customers’

use of our technology and services or limiting the growth of our markets.

Federal, state, municipal

and/or foreign governments and agencies have adopted and could in the future adopt, modify, apply or enforce laws, policies, and

regulations covering user privacy, data security, technologies that are used to collect, store and/or process data, and/or the

collection, use, processing, transfer, storage and/or disclosure of data associated with individuals.

The categories of data regulated

under these laws vary widely, are often broadly defined, and subject to new applications or interpretation by regulators.

uncertainty and inconsistency among these laws, coupled with a lack of guidance as to how these laws will be applied to current

and emerging indoor positioning analytics technologies, creates a risk that regulators, lawmakers or other third parties, such

as potential plaintiffs, may assert claims, pursue investigations or audits, or engage in civil or criminal enforcement.

actions could limit the market for our services and technologies or impose burdensome requirements on our services and/or customers’

use of our services, thereby rendering our business unprofitable.

Some features of our

services may trigger the data protection requirements of certain foreign jurisdictions, such as the EU General Data Protection

Regulation (the “GDPR”), and the EU ePrivacy Directive.

In addition, our services may be subject to regulation under

current or future laws or regulations.

For instance, the EU ePrivacy Directive is soon to be replaced in its entirety by the ePrivacy

Regulation, which will bring with it an updated set of rules relevant to many aspects of our business.

If our treatment of data,

privacy practices or data security measures fail to comply with these current or future laws and regulations in any of the jurisdictions

in which we collect and/or process information, we may be subject to litigation, regulatory investigations, civil or criminal enforcement,

financial penalties, audits or other liabilities in such jurisdictions, or our customers may terminate their relationships with

In addition, data protection laws, such as the GDPR, foreign court judgments or regulatory actions could affect our ability

to transfer, process and/or receive transnational data that is critical to our operations, including data relating to users, customers,

or partners outside the United States.

For instance, the GDPR restricts transfers of personal data outside of the European Economic

Area, including to the United States, subject to certain requirements.

Such data protection laws, judgments or actions could affect

the manner in which we provide our services or adversely affect our financial results if foreign customers and partners are not

able to lawfully transfer data to us.

This area of the law

is currently under intense government scrutiny and many governments, including the U.S.

government, are considering a variety

of proposed regulations that would restrict or impact the conditions under which data obtained from individuals could be collected,

processed, stored, transferred, sold or shared with third parties.

In addition, regulators such as the Federal Trade Commission

and the California Attorney General are continually proposing new regulations and interpreting and applying existing regulations

For example, in June 2018, California passed the California Consumer Privacy Act (the “CCPA”), which

provides new data privacy rights for consumers and new informational, disclosure and operational requirements for companies, effective

January 2020.

If we do not successfully innovate and introduce new technology into our anticipated technology solutions or effectively manage the transitions of our technology to new product offerings, our business, financial condition and results of operations could be harmed.

Domestic and foreign government regulation and enforcement of data practices and data tracking technologies is expansive, broadly defined and rapidly evolving.

Such regulation could directly restrict portions of our business or indirectly affect our business by constraining our customers’ use of our technology and services or limiting the growth of our markets.

Federal, state, municipal and/or foreign governments and agencies have adopted and could in the future adopt, modify, apply or enforce laws, policies, and regulations covering user privacy, data security, technologies that are used to collect, store and/or process data, and/or the collection, use, processing, transfer, storage and/or disclosure of data associated with individuals.

The categories of data regulated under these laws vary widely, are often broadly defined, and subject to new applications or interpretation by regulators.

The uncertainty and inconsistency among these laws, coupled with a lack of guidance as to how these laws will be applied to current and emerging indoor positioning analytics technologies, creates a risk that regulators, lawmakers or other third parties, such as potential plaintiffs, may assert claims, pursue investigations or audits, or engage in civil or criminal enforcement.

These actions could limit the market for our services and technologies or impose burdensome requirements on our services and/or customers’ use of our services, thereby rendering our business unprofitable.

Some features of our services may trigger the data protection requirements of certain foreign jurisdictions, such as the EU General Data Protection Regulation (the “GDPR”), and the EU ePrivacy Directive.

In addition, our services may be subject to regulation under current or future laws or regulations.

For instance, the EU ePrivacy Directive is soon to be replaced in its entirety by the ePrivacy Regulation, which will bring with it an updated set of rules relevant to many aspects of our business.

If our treatment of data, privacy practices or data security measures fail to comply with these current or future laws and regulations in any of the jurisdictions in which we collect and/or process information, we may be subject to litigation, regulatory investigations, civil or criminal enforcement, financial penalties, audits or other liabilities in such jurisdictions, or our customers may terminate their relationships with us.

In addition, data protection laws, such as the GDPR, foreign court judgments or regulatory actions could affect our ability to transfer, process and/or receive transnational data that is critical to our operations, including data relating to users, customers, or partners outside the United States.

For instance, the GDPR restricts transfers of personal data outside of the European Economic Area, including to the United States, subject to certain requirements.

Such data protection laws, judgments or actions could affect the manner in which we provide our services or adversely affect our financial results if foreign customers and partners are not able to lawfully transfer data to us.

This area of the law is currently under intense government scrutiny and many governments, including the U.S.

government, are considering a variety of proposed regulations that would restrict or impact the conditions under which data obtained from individuals could be collected, processed, stored, transferred, sold or shared with third parties.

In addition, regulators such as the Federal Trade Commission and the California Attorney General are continually proposing new regulations and interpreting and applying existing regulations in new ways.

For example, in June 2018, California passed the California Consumer Privacy Act (the “CCPA”), which provides new data privacy rights for consumers and new informational, disclosure and operational requirements for companies, effective January 2020.

Fines for non-compliance may be up to $7,500 per violation.

The burdens imposed by the GDPR and CCPA, and changes

to existing laws or new laws regulating the solicitation, collection, processing, or sharing of personal and consumer information,

and consumer protection could affect our customers’

utilization of our services and technology and could potentially reduce

demand, or impose restrictions that make it more difficult or expensive for us to provide our services.

In addition, ongoing

legal challenges in Europe to the mechanisms allowing companies to transfer personal data from the European Economic Area to the

United States could result in further limitations on the ability to transfer data across borders, particularly if governments

are unable or unwilling to reach new or maintain existing agreements that support cross-border data transfers, such as the EU-U.S.

The burdens imposed by the GDPR and CCPA, and changes to existing laws or new laws regulating the solicitation, collection, processing, or sharing of personal and consumer information, and consumer protection could affect our customers’ utilization of our services and technology and could potentially reduce demand, or impose restrictions that make it more difficult or expensive for us to provide our services.

In addition, ongoing legal challenges in Europe to the mechanisms allowing companies to transfer personal data from the European Economic Area to the United States could result in further limitations on the ability to transfer data across borders, particularly if governments are unable or unwilling to reach new or maintain existing agreements that support cross-border data transfers, such as the EU-U.S.

and Swiss-U.S.

Privacy Shield frameworks and the European Commission’s Model Contractual Clauses, each of which

are currently under particular scrutiny.

Additionally, certain countries have passed or are considering passing laws requiring

local data residency.

The costs of compliance with, and other burdens imposed by, privacy laws, regulations and standards

may limit the use and adoption of our services, reduce overall demand for our services, make it more difficult to meet expectations

from or commitments to customers, lead to significant fines, penalties or liabilities for noncompliance, impact our reputation,

or slow the pace at which we close sales transactions, any of which could harm our business.

Furthermore, the uncertain

and shifting regulatory environment and trust climate may cause concerns regarding data privacy and may cause our customers

or our customers’

customers to resist providing the data necessary to allow our customers to use our services effectively.

Even the perception that the privacy of personal information is not satisfactorily protected or does not meet regulatory

requirements could inhibit sales of our products or services and could limit adoption of our cloud-based solutions.

If our customers fail to abide by

applicable privacy laws or to provide adequate notice and/or obtain any required consent from end users, we could be

subject to litigation or enforcement action or reduced demand for our services.

Our customers utilize

our services and technologies to track connected devices anonymously and we must rely on our customers to implement and administer

notice and choice mechanisms required under applicable laws.

If we or our customers fail to abide by these laws, it could result

in litigation or regulatory or enforcement action against our customers or against us directly.

Any actual or perceived failure

by us to comply with our privacy policy or legal or regulatory requirements in one or multiple jurisdictions could result

in proceedings, actions or penalties against us.

Any failure or perceived

failure by us to comply with federal, state or foreign laws or regulations, industry standards, contractual obligations or other

legal obligations, or any actual or suspected security incident, whether or not resulting in unauthorized access to, or acquisition,

release or transfer of personal data or other data, may result in governmental enforcement actions and prosecutions, private litigation,

fines and penalties or adverse publicity and could cause our customers to lose trust in us, which could have an adverse effect

on our reputation and business.

Any inability to adequately address privacy and security concerns, even if unfounded,

or comply with applicable laws, regulations, policies, industry standards, contractual obligations or other legal obligations

could result in additional cost and liability to us, damage our reputation, inhibit sales and adversely affect our business.

Evolving and changing definitions

of what constitutes “Personal Information”

and “Personal Data”

within the EU, the United States and elsewhere,

may limit or inhibit our ability to operate or expand our business, including limiting technology alliance partners that may involve

the sharing of data.

If we are perceived

to cause, or are otherwise unfavorably associated with, violations of privacy or data security requirements, it may

subject us or our customers to public criticism, financial penalties and potential legal liability.

Existing and potential privacy laws

and regulations concerning privacy and data security and increasing sensitivity of consumers to unauthorized processing

of personal data may create negative public reactions to technologies, products and services such as ours.

Public concerns regarding

personal data processing, privacy and security may cause some of our customers’

end users to be less likely to

visit their venues or otherwise interact with them.

If enough end users choose not to visit our customers’

venues or otherwise

interact with them, our customers could stop using our platform.

This, in turn, may reduce the value of our service, and slow

or eliminate the growth of our business, or cause our business to contract.

Around the world,

there are numerous lawsuits in process against various technology companies that process personal information and personal data.

If those lawsuits are successful, it could increase the likelihood that our company may be exposed to liability for our own policies

and practices concerning the processing of personal data and could hurt our business.

Furthermore, the costs of compliance with,

and other burdens imposed by laws, regulations and policies concerning privacy and data security that are applicable

to the businesses of our customers may limit the use and adoption of our technologies and reduce overall demand for it.

Privacy concerns,

whether or not valid, may inhibit market adoption of our technologies.

Additionally, concerns about security or privacy may

result in the adoption of new legislation that restricts the implementation of technologies like ours or require us to make modifications

to our existing services and technology, which could significantly limit the adoption and deployment of our technologies or result

in significant expense.

Risks Related

to the Spin-off

We incurred significant transaction

and transaction-related costs in connection with the Spin-off.

In 2018, we incurred

significant costs in connection with the Spin-off, including legal, accounting, consulting, financial advisory, and related

Although we expect the Spin-off to benefit both us and Sysorex as independent public companies, we cannot assure you these

benefits will be achieved in the near term, or at all.

The Spin-off could give rise to

disputes or other unfavorable effects, which could have a material adverse effect on our business, financial position and results

of operations.

Disputes with third

parties could arise out of the Spin-off, and we could experience unfavorable reactions to the Spin-off from employees, investors,

or other interested parties.

These disputes and reactions of third parties could have a material adverse effect on our business,

financial position, and results of operations.

In addition, following the Spin-off, disputes between us and Sysorex could arise

in connection with any of the Spin-off related agreements.

We agreed to indemnify Sysorex for

certain liabilities.

Pursuant to the terms

of that certain Separation and Distribution Agreement, dated August 7, 2018, as amended, the Company agreed to indemnify Sysorex

for certain liabilities.

Although no such liabilities are currently anticipated, if we have to indemnify Sysorex for unanticipated

liabilities, the cost of such indemnification obligations may have a material and adverse effect on our financial performance.

A court could deem the Spin-off

to be a fraudulent conveyance and void the transaction or impose substantial liabilities upon us.

If a third party challenged

the transaction, a court could deem the Spin-off or certain internal restructuring transactions undertaken in connection with

the Spin-off to be a fraudulent conveyance or transfer.

Fraudulent conveyances or transfers are defined to include transfers made

or obligations incurred with the actual intent to hinder, delay or defraud current or future creditors or transfers made or obligations

incurred for less than reasonably equivalent value when the debtor was insolvent, or that rendered the debtor insolvent, inadequately

capitalized or unable to pay its debts as they become due.

In such circumstances, a court could void the transactions or impose

substantial liabilities upon us, which could adversely affect our financial condition and our results of operations.

things, the court could require our stockholders to return to us some or all of the shares of Sysorex common stock issued in the

Spin-off or require us to fund liabilities of Sysorex for the benefit of creditors.

We entered into a loan arrangement

with Sysorex and there can be no guarantee Sysorex will be able to repay any amounts borrowed.

further within “Part I—Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of

Operations”

below, we entered into a note purchase agreement with Sysorex, as amended from time to time, pursuant to

which we agreed to loan Sysorex up to an aggregate principal amount of $10,000,000.

On March 1, 2020, we agreed to extend the

maturity date of the note from December 31, 2020 to December 31, 2022.

Pursuant to Accounting Standards Codification 310 - Receivables,

the Sysorex note has been classified as “held for sale”

as of December 31, 2019.

In connection with such classification,

the Company, with the assistance of a third-party valuation firm, estimated the fair value of such using Sysorex financial projections,

a discounted cash flow model and a 12.3% discount rate.

As a result, the Company established a full valuation allowance as of December

We are required to periodically re-evaluate the carrying value of the note and the related valuation allowance based

on various factors, including, but not limited to, Sysorex’s performance and collectability of the note.

Sysorex’s

performance against those financial projections will directly impact future assessments of the fair value of the note.

There are no assurances

that Sysorex will be able to repay any amounts borrowed when due, and there can be no guarantee that the collateral Sysorex provided

pursuant to the loan arrangement would be sufficient to cover any borrowed amounts in the event of a default.

If Sysorex were to

default, it could have an adverse material impact on our financial condition and cash flows.

We currently generate

less revenue as a result of the Spin-off.

As described further

within “Part I—Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations”

below, following the Spin-off, we generate significantly less revenue as compared to historical periods prior to the completion

of the Spin-off.

Although we believe that the Spin-off has positioned us for future revenue growth, there can be no guarantee

that such growth will be realized or achieved.

Privacy Shield frameworks and the European Commission’s Model Contractual Clauses, each of which are currently under particular scrutiny.

Additionally, certain countries have passed or are considering passing laws requiring local data residency.

The costs of compliance with, and other burdens imposed by, privacy laws, regulations and standards may limit the use and adoption of our services, reduce overall demand for our services, make it more difficult to meet expectations from or commitments to customers, lead to significant fines, penalties or liabilities for noncompliance, impact our reputation, or slow the pace at which we close sales transactions, any of which could harm our business.

Furthermore, the uncertain and shifting regulatory environment and trust climate may cause concerns regarding data privacy and may cause our customers or our customers’ customers to resist providing the data necessary to allow our customers to use our services effectively.

Even the perception that the privacy of personal information is not satisfactorily protected or does not meet regulatory requirements could inhibit sales of our products or services and could limit adoption of our cloud-based solutions.

If our customers fail to abide by applicable privacy laws or to provide adequate notice and/or obtain any required consent from end users, we could be subject to litigation or enforcement action or reduced demand for our services.

Our customers utilize our services and technologies to track connected devices anonymously and we must rely on our customers to implement and administer notice and choice mechanisms required under applicable laws.

If we or our customers fail to abide by these laws, it could result in litigation or regulatory or enforcement action against our customers or against us directly.

Any actual or perceived failure by us to comply with our privacy policy or legal or regulatory requirements in one or multiple jurisdictions could result in proceedings, actions or penalties against us.

Any failure or perceived failure by us to comply with federal, state or foreign laws or regulations, industry standards, contractual obligations or other legal obligations, or any actual or suspected security incident, whether or not resulting in unauthorized access to, or acquisition, release or transfer of personal data or other data, may result in governmental enforcement actions and prosecutions, private litigation, fines and penalties or adverse publicity and could cause our customers to lose trust in us, which could have an adverse effect on our reputation and business.

Any inability to adequately address privacy and security concerns, even if unfounded, or comply with applicable laws, regulations, policies, industry standards, contractual obligations or other legal obligations could result in additional cost and liability to us, damage our reputation, inhibit sales and adversely affect our business.

Evolving and changing definitions of what constitutes “Personal Information” and “Personal Data” within the EU, the United States and elsewhere, may limit or inhibit our ability to operate or expand our business, including limiting technology alliance partners that may involve the sharing of data.

If we are perceived to cause, or are otherwise unfavorably associated with, violations of privacy or data security requirements, it may subject us or our customers to public criticism, financial penalties and potential legal liability.

Existing and potential privacy laws and regulations concerning privacy and data security and increasing sensitivity of consumers to unauthorized processing of personal data may create negative public reactions to technologies, products and services such as ours.

Public concerns regarding personal data processing, privacy and security may cause some of our customers’ end users to be less likely to visit their venues or otherwise interact with them.

If enough end users choose not to visit our customers’ venues or otherwise interact with them, our customers could stop using our platform.

This, in turn, may reduce the value of our service, and slow or eliminate the growth of our business, or cause our business to contract.

Around the world, there are numerous lawsuits in process against various technology companies that process personal information and personal data.

If those lawsuits are successful, it could increase the likelihood that our company may be exposed to liability for our own policies and practices concerning the processing of personal data and could hurt our business.

Furthermore, the costs of compliance with, and other burdens imposed by laws, regulations and policies concerning privacy and data security that are applicable to the businesses of our customers may limit the use and adoption of our technologies and reduce overall demand for it.

Privacy concerns, whether or not valid, may inhibit market adoption of our technologies.

Additionally, concerns about security or privacy may result in the adoption of new legislation that restricts the implementation of technologies like ours or require us to make modifications to our existing services and technology, which could significantly limit the adoption and deployment of our technologies or result in significant expense.

Risks Related to the Spin-off

The Spin-off could give rise to disputes or other unfavorable effects, which could have a material adverse effect on our business, financial position and results of operations.

Disputes with third parties could arise out of the Spin-off, and we could experience unfavorable reactions to the Spin-off from employees, investors, or other interested parties.

These disputes and reactions of third parties could have a material adverse effect on our business, financial position, and results of operations.

In addition, following the Spin-off, disputes between us and Sysorex could arise in connection with any of the Spin-off related agreements.

We agreed to indemnify Sysorex for certain liabilities.

Pursuant to the terms of that certain Separation and Distribution Agreement, dated August 7, 2018, as amended, the Company agreed to indemnify Sysorex for certain liabilities.

Although no such liabilities are currently anticipated, if we have to indemnify Sysorex for unanticipated liabilities, the cost of such indemnification obligations may have a material and adverse effect on our financial performance.

A court could deem the Spin-off to be a fraudulent conveyance and void the transaction or impose substantial liabilities upon us.

If a third party challenged the transaction, a court could deem the Spin-off or certain internal restructuring transactions undertaken in connection with the Spin-off to be a fraudulent conveyance or transfer.

Fraudulent conveyances or transfers are defined to include transfers made or obligations incurred with the actual intent to hinder, delay or defraud current or future creditors or transfers made or obligations incurred for less than reasonably equivalent value when the debtor was insolvent, or that rendered the debtor insolvent, inadequately capitalized or unable to pay its debts as they become due.

In such circumstances, a court could void the transactions or impose substantial liabilities upon us, which could adversely affect our financial condition and our results of operations.

Among other things, the court could require our stockholders to return to us some or all of the shares of Sysorex common stock issued in the Spin-off or require us to fund liabilities of Sysorex for the benefit of creditors.

We entered into a loan arrangement with Sysorex and there can be no guarantee Sysorex will be able to repay any amounts borrowed.

We entered into a note purchase agreement with Sysorex, as amended from time to time, pursuant to which we agreed to loan Sysorex up to an aggregate principal amount of $10,000,000 on a revolving credit basis.

On March 1, 2020, we agreed to extend the maturity date of the note from December 31, 2020 to December 31, 2022.

In accordance with the terms of the License Agreement, we partitioned an aggregate of $5.3 million of principal and interest under the Sysorex Note as consideration for the License as of December 31, 2020.

During the year ended December 31, 2020, an additional amount of approximately $2.6 million was advanced under the Sysorex Note and approximately $200,000 was repaid.

The amount owed for principal and accrued interest by Sysorex to the Company as of December 31, 2020 and 2019 was approximately $7.7 million and $10.6 million, respectively.

These amounts exclude an $275,000 of additional interest that the Company is contractually entitled to accrue from October 1, 2019 through December 31, 2019 and approximately $1.1 million of additional interest from January 1, 2020 through December 31, 2020 in accordance with the terms of the Sysorex Note, but did not accrue due to the uncertainty of repayment.

On March 19, 2021, an additional $1 million of the principal balance under the Sysorex Note was partitioned into a new note and assigned to Systat pursuant to the Assignment Agreement.

Pursuant to Accounting Standards Codification 310 - Receivables, the Sysorex Note has been classified as “held for sale” as of December 31, 2019.

In connection with such classification, the Company, with the assistance of a third-party valuation firm, estimated the fair value of using Sysorex financial projections, a discounted cash flow model and a 12.3% discount rate.

Following such valuation, the Company established a full valuation allowance as of December 31, 2019.

During the year ended December 31, 2020, the Company re-evaluated the carrying value of the Sysorex Note and established an additional valuation allowance of approximately $2.4 million for the net increase to the Sysorex Note during the year due to to the uncertainty of repayment.

We are required to periodically re-evaluate the carrying value of the Sysorex Note and the related valuation allowance based on various factors, including, but not limited to, Sysorex’s performance and collectability of the note.

Sysorex’s performance against those financial projections will directly impact future assessments of the fair value of the Sysorex Note.

There are no assurances that Sysorex will be able to repay any amounts borrowed when due, and there can be no guarantee that the collateral against which the Sysorex Note is secured pursuant to the loan arrangement, which is subordinated to other creditors, including Systat, would be sufficient to cover any borrowed amounts in the event of a default.

If Sysorex were to default, it could have an adverse material impact on our financial condition and cash flows.

Risks Related to Our Securities

We do not intend to pay cash dividends

to our stockholders, so it is unlikely that stockholders will receive any return on their investment in our Company prior to selling

We have never paid

any dividends to our common stockholders as a public company.

We currently intend to retain any future earnings for funding growth

and, therefore, do not expect to pay any cash dividends in the foreseeable future.

If we determine that we will pay cash dividends

to the holders of our common stock, we cannot assure that such cash dividends will be paid on a timely basis.

The success of your

investment in our Company will likely depend entirely upon any future appreciation.

As a result, you will not receive any return

on your investment prior to selling your shares in our Company and, for the other reasons discussed in this “Risk Factors”

section, you may not receive any return on your investment even when you sell your shares in our Company.

Some provisions of our Articles

of Incorporation and bylaws may deter takeover attempts, which may inhibit a takeover that stockholders consider favorable and

limit the opportunity of our stockholders to sell their shares at a favorable price.

Under our Articles

of Incorporation, our Board may issue additional shares of common or preferred stock.

Our Board has the ability to authorize “blank

preferred stock without future shareholder approval.

This makes it possible for our Board to issue preferred stock

with voting or other rights or preferences that could impede the success of any attempt to acquire us by means of a merger, tender

offer, proxy contest or otherwise, including a transaction in which our stockholders would receive a premium over the market price

for their shares and/or any other transaction that might otherwise be deemed to be in their best interests, and thereby protects

the continuity of our management and limits an investor’s opportunity to profit by their investment in the Company.

Specifically,

if in the due exercise of its fiduciary obligations, the Board were to determine that a takeover proposal was not in our best

interest, shares could be issued by our Board without stockholder approval in one or more transactions that might prevent or render

more difficult or costly the completion of the takeover by:

diluting the voting

or other rights of the proposed acquirer or insurgent stockholder group,

putting a substantial

voting bloc in institutional or other hands that might undertake to support the incumbent Board, or

effecting an acquisition

that might complicate or preclude the takeover.

Nevada Anti-Takeover Law may discourage

acquirers and eliminate a potentially beneficial sale for our stockholders.

We are subject to

the provisions of Section 78.438 of the Nevada Revised Statutes concerning corporate takeovers.

This section prevents many Nevada

corporations from engaging in a business combination with any interested stockholder, under specified circumstances.

purposes, a business combination includes a merger or sale of more than 5% of our assets, and an interested stockholder includes

a stockholder who owns 10% or more of our outstanding voting stock, as well as affiliates and associates of these persons.

these provisions, this type of business combination is prohibited for three years following the date that the stockholder became

an interested stockholder unless:

the transaction

in which the stockholder became an interested stockholder is approved by the Board prior to the date the interested stockholder

attained that status;

on consummation

of the transaction that resulted in the stockholder’s becoming an interested stockholder, the interested stockholder

owned at least 90% of the voting stock of the corporation outstanding at the time the transaction was commenced, excluding

those shares owned by persons who are directors and also officers;

on or subsequent

to that date, the business combination is approved by the Board and authorized at an annual or special meeting of stockholders

by the affirmative vote of at least a majority of the outstanding voting stock that is not owned by the interested stockholder.

This statute could

prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may discourage attempts to acquire

Our indemnification of our officers

and directors may cause us to use corporate resources to the detriment of our stockholders.

Our Articles of Incorporation

eliminate the personal liability of our directors for monetary damages arising from a breach of their fiduciary duty as directors

to the fullest extent permitted by Nevada law.

This limitation does not affect the availability of equitable remedies, such as

injunctive relief or rescission.

Our Articles of Incorporation require us to indemnify our directors and officers to the fullest

extent permitted by Nevada law, including in circumstances in which indemnification is otherwise discretionary under Nevada law.

Under Nevada law,

we may indemnify our directors or officers or other persons who were, are or are threatened to be made a named defendant or respondent

in a proceeding because the person is or was our director, officer, employee or agent, if we determine that the person:

conducted himself

or herself in good faith, reasonably believed, in the case of conduct in his or her official capacity as our director or officer,

that his or her conduct was in our best interests, and, in all other cases, that his or her conduct was at least not opposed

to our best interests;

in the case of any

criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

These persons may

be indemnified against expenses, including attorneys’

fees, judgments, fines, including excise taxes, and amounts paid in

settlement, actually and reasonably incurred by the person in connection with the proceeding.

If the person is found liable to

the corporation, no indemnification will be made unless the court in which the action was brought determines that the person is

fairly and reasonably entitled to indemnity in an amount that the court will establish.

Insofar as indemnification

for liabilities under the Securities Act may be permitted to directors, officers or persons controlling us under the above provisions,

we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities

Act and is, therefore, unenforceable.

The obligations associated with

being a public company require significant resources and management attention, which may divert from our business operations.

We are subject to

the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”).

Exchange Act requires that we file annual, quarterly and current reports, proxy statements, and other information.

The Sarbanes-Oxley

Act requires, among other things, that we establish and maintain effective internal controls and procedures for financial reporting.

Our principal executive officer and principal financial officer are required to certify that our disclosure controls and procedures

are effective in ensuring that material information we are required to disclose in reports that we file or submit under the Exchange

Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

result, we incur significant legal, accounting and other expenses.

Furthermore, the need to establish the corporate infrastructure

demanded of a public company may divert management’s attention from implementing our growth strategy, which could prevent

us from improving our business, results of operations and financial condition.

We have made, and will continue to make, if necessary,

changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations

as a public company.

We do not intend to pay cash dividends to our stockholders, so it is unlikely that stockholders will receive any return on their investment in our Company prior to selling our stock.

We have never paid any dividends to our common stockholders as a public company.

We currently intend to retain any future earnings for funding growth and, therefore, do not expect to pay any cash dividends in the foreseeable future.

If we determine that we will pay cash dividends to the holders of our common stock, we cannot assure that such cash dividends will be paid on a timely basis.

The success of your investment in our Company will likely depend entirely upon any future appreciation.

As a result, you will not receive any return on your investment prior to selling your shares in our Company and, for the other reasons discussed in this “Risk Factors” section, you may not receive any return on your investment even when you sell your shares in our Company.

Some provisions of our Articles of Incorporation and bylaws may deter takeover attempts, which may inhibit a takeover that stockholders consider favorable and limit the opportunity of our stockholders to sell their shares at a favorable price.

Under our Articles of Incorporation, our Board may issue additional shares of common or preferred stock.

Our Board has the ability to authorize “blank check” preferred stock without future shareholder approval.

This makes it possible for our Board to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to acquire us by means of a merger, tender offer, proxy contest or otherwise, including a transaction in which our stockholders would receive a premium over the market price for their shares and/or any other transaction that might otherwise be deemed to be in their best interests, and thereby protects the continuity of our management and limits an investor’s opportunity to profit by their investment in the Company.

Specifically, if in the due exercise of its fiduciary obligations, the Board were to determine that a takeover proposal was not in our best interest, shares could be issued by our Board without stockholder approval in one or more transactions that might prevent or render more difficult or costly the completion of the takeover by:

• diluting the voting or other rights of the proposed acquirer or insurgent stockholder group,

• putting a substantial voting bloc in institutional or other hands that might undertake to support the incumbent Board, or

• effecting an acquisition that might complicate or preclude the takeover.

Nevada Anti-Takeover Law may discourage acquirers and eliminate a potentially beneficial sale for our stockholders.

We are subject to the provisions of Section 78.438 of the Nevada Revised Statutes concerning corporate takeovers.

This section prevents many Nevada corporations from engaging in a business combination with any interested stockholder, under specified circumstances.

For these purposes, a business combination includes a merger or sale of more than 5% of our assets, and an interested stockholder includes a stockholder who owns 10% or more of our outstanding voting stock, as well as affiliates and associates of these persons.

Under these provisions, this type of business combination is prohibited for three years following the date that the stockholder became an interested stockholder unless:

• the transaction in which the stockholder became an interested stockholder is approved by the Board prior to the date the interested stockholder attained that status;

• on consummation of the transaction that resulted in the stockholder’s becoming an interested stockholder, the interested stockholder owned at least 90% of the voting stock of the corporation outstanding at the time the transaction was commenced, excluding those shares owned by persons who are directors and also officers;

• on or subsequent to that date, the business combination is approved by the Board and authorized at an annual or special meeting of stockholders by the affirmative vote of at least a majority of the outstanding voting stock that is not owned by the interested stockholder.

This statute could prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may discourage attempts to acquire us.

Our indemnification of our officers and directors may cause us to use corporate resources to the detriment of our stockholders.

Our Articles of Incorporation eliminate the personal liability of our directors for monetary damages arising from a breach of their fiduciary duty as directors to the fullest extent permitted by Nevada law.

This limitation does not affect the availability of equitable remedies, such as injunctive relief or rescission.

Our Articles of Incorporation require us to indemnify our directors and officers to the fullest extent permitted by Nevada law, including in circumstances in which indemnification is otherwise discretionary under Nevada law.

Under Nevada law, we may indemnify our directors or officers or other persons who were, are or are threatened to be made a named defendant or respondent in a proceeding because the person is or was our director, officer, employee or agent, if we determine that the person:

• conducted himself or herself in good faith, reasonably believed, in the case of conduct in his or her official capacity as our director or officer, that his or her conduct was in our best interests, and, in all other cases, that his or her conduct was at least not opposed to our best interests;

• in the case of any criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

These persons may be indemnified against expenses, including attorneys’ fees, judgments, fines, including excise taxes, and amounts paid in settlement, actually and reasonably incurred by the person in connection with the proceeding.

If the person is found liable to the corporation, no indemnification will be made unless the court in which the action was brought determines that the person is fairly and reasonably entitled to indemnity in an amount that the court will establish.

Insofar as indemnification for liabilities under the Securities Act may be permitted to directors, officers or persons controlling us under the above provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

The obligations associated with being a public company require significant resources and management attention, which may divert from our business operations.

We are subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”).

The Exchange Act requires that we file annual, quarterly and current reports, proxy statements, and other information.

The Sarbanes-Oxley Act requires, among other things, that we establish and maintain effective internal controls and procedures for financial reporting.

Our principal executive officer and principal financial officer are required to certify that our disclosure controls and procedures are effective in ensuring that material information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

As a result, we incur significant legal, accounting and other expenses.

Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert management’s attention from implementing our growth strategy, which could prevent us from improving our business, results of operations and financial condition.

We have made, and will continue to make, if necessary, changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a public company.

However, the measures we take may not be sufficient to satisfy our obligations as a public company.

we cannot predict or estimate the amount of additional costs we may incur in order to comply with these requirements.

We anticipate

that these costs could materially increase our selling, general and administrative expenses.

Section 404 of the

Sarbanes-Oxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting.

In connection with the implementation of the necessary procedures and practices related to internal control over financial reporting,

we may identify deficiencies.

Additionally, in the event we are no longer a smaller reporting company, as defined under the Exchange

Act, and we are unable to comply with the internal controls requirements of the Sarbanes-Oxley Act of 2002, then we may not be

able to obtain the independent registered public accountants’

certifications required by that act, which may preclude us

from keeping our filings with the SEC current, and interfere with the ability of investors to trade our securities and our shares

to continue to be listed on the Nasdaq Capital Market.

We have identified a material weakness

in our internal control over financial reporting for the year ended December 31, 2019 and may identify additional material weaknesses

in the future or otherwise fail to maintain an effective system of internal controls, which may result in material misstatements

of our financial statements or could have a material adverse effect on our business and trading price of our securities.

are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations of the

Nasdaq Capital Market.

Pursuant to Section 404 of the Sarbanes-Oxley Act, we are required to perform system and process evaluation

and testing of our internal control over financial reporting to allow our management to report on the effectiveness of our internal

control over financial reporting.

connection with the audit of our consolidated financial statements as of and for the year ended December 31, 2019, we identified

a material weakness in our internal control over financial reporting.

A material weakness is a deficiency, or combination of deficiencies,

in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our consolidated

financial statements will not be prevented or detected on a timely basis.

The material weakness resulted from a determination

following initial audit procedures that the documentation underlying the preparation of forward projections which included copies

of customer contracts underlying the basis of projecting revenues and support for the projected cost structures associated with

determining the fair value of the Sysorex note as of December 31, 2019 was not supportable thereby requiring material adjustments

to be made to the carrying value of the note as determined by management as of December 31, 2019.

are in the process of designing and implementing measures to remediate the underlying causes of the control deficiencies that gave

rise to the material weakness through the enhancement of our internal technical accounting capabilities augmented by the use of

third-party advisors and consultants to assist with areas requiring specialized technical accounting expertise.

We will continue

to monitor the effectiveness of these controls and will make any further changes management determines appropriate.

Additionally,

with each prospective acquisition we may make we will conduct whatever due diligence is necessary or prudent to assure us that

the acquisition target can comply with the internal controls requirements of the Sarbanes-Oxley Act.

Notwithstanding our diligence,

certain internal controls deficiencies may not be detected.

As a result, any internal control deficiencies may adversely affect

our financial condition, results of operations and access to capital.

We have not performed an in-depth analysis to determine if

historical undiscovered failures of internal controls exist and may in the future discover areas of our internal controls that

need improvement.

cannot assure you that the measures we have taken to date, together with any measures we may take in the future, will be sufficient

to remediate the control deficiencies that led to the material weakness in our internal control over financial reporting or to

avoid potential future material weaknesses.

If we are unable to successfully remediate our existing or any future material weakness

in our internal control over financial reporting, or if we identify any additional material weaknesses, the accuracy and timing

of our financial reporting may be adversely affected.

If we are unable to maintain effective internal controls, we may not have

adequate, accurate or timely financial information, and we may be unable to meet our reporting obligations as a public company,

including the requirements of the Sarbanes-Oxley Act , we may be unable to accurately report our financial results in future

periods, or report them within the timeframes required by the requirements of the SEC, Nasdaq or the Sarbanes-Oxley Act .

Failure to comply with the Sarbanes-Oxley Act , when and as applicable, could also potentially subject us to sanctions or

investigations by the SEC or other regulatory authorities.

Any failure to maintain or implement required new or improved controls,

or any difficulties we encounter in their implementation, could result in identification of additional material weaknesses or significant

deficiencies, cause us to fail to meet our reporting obligations or result in material misstatements in our financial statements.

Furthermore, if we cannot provide reliable financial reports or prevent fraud, our business and results of operations could be

harmed and investors could lose confidence in our reported financial information.

Public company compliance may make it more difficult

to attract and retain officers and directors.

The Sarbanes-Oxley

Act and rules implemented by the SEC have required changes in corporate governance practices of public companies.

company, these rules and regulations increase our compliance costs and make certain activities more time consuming and costly.

As a public company, these rules and regulations may make it more difficult and expensive for us to maintain our director and

officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher

costs to obtain the same or similar coverage.

As a result, it may be more difficult for us to attract and retain qualified persons

to serve on our Board or as executive officers, and to maintain insurance at reasonable rates, or at all.

In addition, we cannot predict or estimate the amount of additional costs we may incur in order to comply with these requirements.

We anticipate that these costs could materially increase our selling, general and administrative expenses.

Section 404 of the Sarbanes-Oxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting.

In connection with the implementation of the necessary procedures and practices related to internal control over financial reporting, we may identify deficiencies.

Additionally, in the event we are no longer a smaller reporting company, as defined under the Exchange Act, and we are unable to comply with the internal controls requirements of the Sarbanes-Oxley Act of 2002, then we may not be able to obtain the independent registered public accountants’ certifications required by that act, which may preclude us from keeping our filings with the SEC current, and interfere with the ability of investors to trade our securities and our shares to continue to be listed on the Nasdaq Capital Market.

If we fail to establish and maintain an effective system of internal controls, we may not be able to report our financial results accurately or prevent fraud.

Any inability to report and file our financial results accurately and timely could harm our reputation and adversely affect the trading price of our common stock.

Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud.

If we cannot provide reliable financial reports or prevent fraud, we may not be able to manage our business as effectively as we would if an effective control environment existed, and our business and reputation with investors may be harmed.

With each prospective acquisition we may make we will conduct whatever due diligence is necessary or prudent to assure us that the acquisition target can comply with the internal controls requirements of the Sarbanes-Oxley Act.

Notwithstanding our diligence, certain internal controls deficiencies may not be detected.

As a result, any internal control deficiencies may adversely affect our financial condition, results of operations and access to capital.

We have not performed an in-depth analysis to determine if historical undiscovered failures of internal controls exist, and may in the future discover areas of our internal controls that need improvement.

If we are unable to maintain effective internal controls, we may not have adequate, accurate or timely financial information, and we may be unable to meet our reporting obligations as a public company, including the requirements of the Sarbanes-Oxley Act , we may be unable to accurately report our financial results in future periods, or report them within the timeframes required by the requirements of the SEC, Nasdaq or the Sarbanes-Oxley Act .

Failure to comply with the Sarbanes-Oxley Act, when and as applicable, could also potentially subject us to sanctions or investigations by the SEC or other regulatory authorities.

Any failure to maintain or implement required new or improved controls, or any difficulties we encounter in their implementation, could result in identification of additional material weaknesses or significant deficiencies, cause us to fail to meet our reporting obligations or result in material misstatements in our financial statements.

Furthermore, if

we cannot provide reliable financial reports or prevent fraud, our business and results of operations could be harmed and investors could lose confidence in our reported financial information.

Public company compliance may make it more difficult to attract and retain officers and directors.

The Sarbanes-Oxley Act and rules implemented by the SEC have required changes in corporate governance practices of public companies.

As a public company, these rules and regulations increase our compliance costs and make certain activities more time consuming and costly.

As a public company, these rules and regulations may make it more difficult and expensive for us to maintain our director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage.

As a result, it may be more difficult for us to attract and retain qualified persons to serve on our Board or as executive officers, and to maintain insurance at reasonable rates, or at all.

Our stock price may be volatile.

The market price of

our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which

are beyond our control, including the following:

our ability to execute

our business plan and complete prospective acquisitions;

The market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including the following:

• our ability to execute our business plan and complete prospective acquisitions;

• changes in our industry;

competitive pricing

our ability to obtain

working capital financing;

additions or departures

of key personnel;

limited “public

in the hands of a small number of persons whose sales or lack of sales could result in positive or negative pricing

pressure on the market price for our common stock;

sales of our common

stock (particularly following effectiveness of this registration statement);

operating results

that fall below expectations;

• competitive pricing pressures;

• our ability to obtain working capital financing;

• additions or departures of key personnel;

• limited “public float” in the hands of a small number of persons whose sales or lack of sales could result in positive or negative pricing pressure on the market price for our common stock;

• sales of our common stock (particularly following effectiveness of this registration statement);

• operating results that fall below expectations;

• regulatory developments;

economic and other

external factors;

period-to-period

fluctuations in our financial results;

our inability to

develop or acquire new or needed technologies;

the public’s

response to press releases or other public announcements by us or third parties, including filings with the SEC;

changes in financial

estimates or ratings by any securities analysts who follow our common stock, our failure to meet these estimates or failure

of those analysts to initiate or maintain coverage of our common stock;

the development

and sustainability of an active trading market for our common stock;

any future sales

of our common stock by our officers, directors and significant stockholders.

In addition, the securities

markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance

of particular companies.

• economic and other external factors;

• period-to-period fluctuations in our financial results;

• our inability to develop or acquire new or needed technologies;

• the public’s response to press releases or other public announcements by us or third parties, including filings with the SEC;

• changes in financial estimates or ratings by any securities analysts who follow our common stock, our failure to meet these estimates or failure of those analysts to initiate or maintain coverage of our common stock;

• the development and sustainability of an active trading market for our common stock;

• any future sales of our common stock by our officers, directors and significant stockholders.

In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies.

These market fluctuations may also materially and adversely affect the market price of our common stock.

Offers or availability for sale

of a substantial number of shares of our common stock may cause the price of our common stock to decline.

If our stockholders

sell substantial amounts of our common stock in the public market upon the expiration of any statutory holding period under Rule

144, or shares issued upon the exercise of outstanding options or warrants, it could create a circumstance commonly referred to

as an “overhang”

and, in anticipation of which, the market price of our common stock could fall.

The existence of

an overhang, whether or not sales have occurred or are occurring, also could make more difficult our ability to raise additional

financing through the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or

In general, a non-affiliated

person who has held restricted shares for a period of six months, under Rule 144, may sell into the market our common stock all

of their shares, subject to the Company being current in its periodic reports filed with the SEC.

As of February 16, 2020, except

for approximately 14 shares, which are subject to control restrictions, the remainder of the 5,049,062 shares of common stock outstanding

were free trading.

Sales of substantial

amounts of our common stock in the public market, or the perception that these sales could occur, could adversely affect the price

of our common stock and could impair our ability to raise capital through the sale of additional shares.

For example, in June

2018, the SEC declared effective a shelf registration statement filed by us.

This shelf registration statement allows us to issue

any combination of our common stock, preferred stock, warrants, units, debt securities and subscription rights from time to time

until expiry in June 2021 for an aggregate initial offering price of up to $300 million, subject to certain limitations if our

public float is less than $75 million.

The specific terms of future offerings, if any, under this shelf registration statement

would be established at the time of such offering.

Depending on a variety of factors, including market liquidity of our common

stock, the sale of shares under this shelf registration statement may cause the trading price of our common stock to decline.

The sale of a substantial number of shares of our common stock under this shelf registration statement, or anticipation of such

sales, could cause the trading price of our common stock to decline or make it more difficult for us to sell equity or equity-related

securities in the future at a time and at a price that we might otherwise desire.

In addition, as of

February 20, 2020, there were 5 shares issuable upon conversion of 1 share of Series 4 Convertible Preferred Stock, 841 shares

of common stock issuable upon conversion of 126 shares of Series 5 Convertible Preferred Stock, 93,252 shares subject to outstanding

warrants, 121,403 shares subject to outstanding options under the Company’s equity incentive plans, 1 share subject to options

not under such plans, an additional 417,214 shares reserved for future issuance under the Company’s Amended and Restated

2011 Employee Stock Incentive Plan and up to an additional 9,695,029 shares of common stock which may be issued under the Company’s

2018 Employee Stock Incentive Plan that will become, or have already become, eligible for sale in the public market to the extent

permitted by any applicable vesting requirements, lock-up agreements, if any, Rule 144 under the Securities Act or in connection

with their registration under the Securities Act.

Historically, we have

used our shares of common stock to satisfy our outstanding debt obligations, and, in the future, we expect to continue to issue

our securities to raise additional capital or satisfy outstanding debt obligations.

The number of new shares of our common stock

issued in connection with raising additional capital or satisfying our outstanding debt obligations could constitute a material

portion of the then-outstanding shares of our common stock.

Our common stock may be delisted

from the Nasdaq Capital Market if we cannot satisfy Nasdaq’s continued listing requirements in the future.

If we fail to maintain

compliance with the continued listing requirements of the Nasdaq Capital Market, our common stock may be delisted and the price

of our common stock and our ability to access the capital markets could be negatively affected.

Our common stock currently

trades on the Nasdaq Capital Market under the symbol “INPX.”

This market has continued listing standards that we must

comply with in order to maintain the listing of our common stock.

The continued listing standards include, among others, a minimum

bid price requirement of $1.00 per share and any of:

(i) a minimum stockholders’

equity of $2.5 million;

(ii) a market value

of listed securities of at least $35.0 million;

or (iii) net income from continuing operations of $500,000 in the most recently

completed fiscal year or in the two of the last three fiscal years.

Our results of operations and fluctuating stock price directly

affect our ability to satisfy these continued listing standards.

In the event we are unable to maintain these continued listing

standards, our common stock may be subject to delisting from the Nasdaq Capital Market.

Between November 2015 and May 2018, we received four deficiency

letters from Nasdaq indicating that we did not comply with certain Nasdaq continued listing requirements.

Such deficiencies were

However, on May 30, 2019, we received another deficiency letter from Nasdaq indicating that, based on our closing bid price for

the last 30 consecutive business days, we did not comply with the minimum bid price requirement of $1.00 per share,

as set forth in Nasdaq Listing Rule 5550(a)(2).

In accordance with the Nasdaq Listing Rules, the Company was provided with a 180

calendar day period, through November 26, 2019 (the “Compliance Deadline”), to regain compliance with the Minimum Bid

Price Requirement.

On November 27, 2019, the Company received notice from the Nasdaq Listing Qualifications Department (the “Staff”)

of the Nasdaq Stock Market LLC (“Nasdaq”) that based upon the Company’s continued non-compliance with the Minimum

Bid Price Requirement (as defined below), the Company’s common stock would be subject to delisting from Nasdaq (the “Staff

Delisting Determination”), unless the Company timely requested an appeal hearing before the Nasdaq Hearings Panel (the “Panel”).

The Company requested such hearing, which was held on January 23, 2020, following the Company’s implementation of a reverse

stock split effective on January 7, 2020.

On February 5, 2020,

we received a letter from the Office of General Counsel of Nasdaq informing us that the Nasdaq Hearings Panel (the “Panel”)

granted our request to continue the listing of our common stock on Nasdaq.

The Panel also determined to impose a Panel Monitor

pursuant to Nasdaq Listing Rule 5815(d)(4)(A) to last until February 5, 2021 (“Panel Monitor Period”).

If at any time

before February 5, 2021, the Staff or the Panel determines that we have failed to meet the minimum bid price requirement for a

period of 30 consecutive trading days or any other requirement for continued listing on Nasdaq, the Panel will direct the Staff

to issue a Staff Delisting Determination and the Hearings Department will promptly schedule a new hearing, with the initial Panel

or a newly convened Panel if the initial Panel is unavailable.

During the monitor period, we are obligated to notify the Panel

immediately, in writing, in the event our bid price falls below the minimum requirement for any reason, or if we fall out of compliance

with any applicable listing requirement.

The Nasdaq Listing

and Hearing Review Council (the “Listing Council”) may, on its own motion, determine to review any Panel decision

within 45 days.

If the Listing Council determines to review the Panel’s decision, it may affirm, modify, reverse, dismiss

or remand the decision to the Panel.

While the Company

is currently compliance with all continued listing rules and it believes that it will be able to maintain compliance with Nasdaq’s

continued listing rules, it has received a notice of deficiency five times since 2015 and there are no assurances that it will

be able to meet all continued listing requirements to maintain its listing.

Nasdaq has advised us that our common

stock may be delisted from The Nasdaq Capital Market due to public policy concerns even if we are technically able to meet Nasdaq’s

continued listing requirements.

In addition to the

failure to comply with Nasdaq Listing Rule 5550(a)(2), the Nasdaq Staff has advised us that our history of non-compliance with

Nasdaq’s minimum bid price requirement, the corresponding history of reverse stock splits, the dilutive effect of historical

offerings and an inability to cure the bid price deficiency organically without effecting a reverse stock split prior may raise

public interest concerns under Nasdaq Listing Rule 5101 and could result in the Nasdaq Staff issuing a delisting determination

with respect to our common stock (subject to any appeal we might file).

Nasdaq rules provide that Nasdaq may suspend or delist

particular securities based on any event, condition or circumstance that exists or occurs that makes continued listing of the

securities on Nasdaq inadvisable or unwarranted in the opinion of the Nasdaq Staff, even though the securities meet all enumerated

criteria for continued listing on Nasdaq.

In that regard, the Nasdaq Staff has discretion to determine that our failure to comply

with the minimum bid price rule or any subsequent price-based market value requirement or the dilutive effect of any transaction

in which we issue securities, constitutes a public interest concern and while we will have an opportunity to appeal, we cannot

assure you that Nasdaq will not exercise such discretionary authority or that we will be successful if such discretion is exercised

and we appeal.

If our common stock is delisted

from the Nasdaq Capital Market and we become subject to the penny stock rules, it would become more difficult to trade our shares.

The SEC has adopted

rules that regulate broker-dealer practices in connection with transactions in penny stocks.

Penny stocks are generally equity

securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or authorized

for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions

in such securities is provided by the exchange or system.

If we do not retain a listing on The Nasdaq Capital Market, and if the

price of our common stock is less than $5.00, our common stock will be deemed a penny stock.

The penny stock rules require a broker-dealer,

before a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document

containing specified information.

In addition, the penny stock rules require that before effecting any transaction in a penny

stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is

a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk

disclosure statement;

(ii) a written agreement to transactions involving penny stocks;

and (iii) a signed and dated copy of a

written suitability statement.

If our common stock is delisted, market liquidity for our common stock could be severely affected

and our stockholders’

ability to sell their shares of our common stock could be limited.

A delisting of our common stock

from Nasdaq would negatively affect the value of our common stock.

A delisting of our common stock could also result in negative

publicity and adversely affect our ability to obtain financing for our operations and could result in the loss of confidence in

Further, if we were

delisted, we would also incur additional costs under state blue sky laws in connection with any sales of our securities.

requirements could severely limit the market liquidity of our common stock and the ability of our stockholders to sell our common

stock in the secondary market.

If Nasdaq delisted our common stock, our common stock may be eligible to trade on an over-the-counter

quotation system, such as the OTCQB market, where an investor may find it more difficult to sell our stock or obtain accurate

quotations as to the market value of our common stock.

We cannot assure you that our common stock, if delisted from Nasdaq, will

be listed on another national securities exchange or quoted on an over-the counter quotation system.

If our common stock is delisted

from the Nasdaq Capital Market, U.S.

holders of our outstanding warrants may not be able to exercise their warrants without compliance

with applicable state securities laws and the value of your warrants may be significantly reduced.

If our common stock

is delisted from the Nasdaq Capital Market, the exercise of our outstanding warrants by U.S.

holders may not be exempt from state

securities laws.

As a result, depending on the state of residence of a holder of our warrants, a U.S.

holder may not be able to

exercise its warrants unless we comply with any state securities law requirements necessary to permit such exercise or an exemption

Although we plan to use our reasonable efforts to assure that U.S.

holders will be able to exercise their warrants under

applicable state securities laws if no exemption exists, there is no assurance that we will be able to do so.

As a result, your

ability to exercise your warrants may be limited.

The value of the warrants may be significantly reduced if U.S.

holders are not

able to exercise their warrants under applicable state securities laws.

There may be future sales or other

dilution of our equity, which may adversely affect the market price of our common stock.

We are generally not

restricted from issuing additional common stock, including any securities that are convertible into or exchangeable for, or that

represent the right to receive, common stock.

Our articles of incorporation allows us to issue up to 250,000,000 shares of our

common stock, par value $0.001 per share, and to issue and designate the rights of, without stockholder approval, up to 5,000,000

shares of preferred stock, par value $0.001 per share.

To raise additional capital, we may in the future sell additional shares

of our common stock or other securities convertible into or exchangeable for our common stock at prices that are lower than the

prices paid by existing stockholders, and investors purchasing shares or other securities in the future could have rights superior

to existing stockholders, which could result in substantial dilution to the interests of existing stockholders.

The market price

of our common stock could decline as a result of sales of common stock or securities that are convertible into or exchangeable

for, or that represent the right to receive common stock or the perception that such sales could occur.

If securities or industry analysts

do not publish research or reports about our business, or if they change their recommendations regarding our stock adversely,

our stock price and trading volume could decline.

trading market for our common stock relies in part on the research and reports that equity research analysts publish about us

and our business.

Your investment may suffer a decline in value as a result of the volatility of our stock.

The closing market price for our common stock has varied between a high of $2.84 on February 12, 2020, and a low of $1.00 on October 28, 2020, in the twelve-month period ended February 11, 2021.

During this time, the price per share of common stock has ranged from an intra-day low of $0.921 per share to an intra-day high of $3.23 per share.

As a result of fluctuations in the price of our common stock, you may be unable to sell your shares at or above the price you paid for them.

The market price of our common stock is likely to continue to be volatile and subject to significant price and volume fluctuations in response to market, industry and other factors, including the other risk factors described in this section.

The market price of our common stock may also be dependent upon the valuations and recommendations of the analysts who cover our business.

If the results of our business do not meet these analysts’ forecasts, the expectations of investors or the financial guidance we provide to investors in any period, the market price of our common stock could decline.

In addition, the stock markets in general, and the markets for technology stocks in particular, have experienced significant volatility that has often been unrelated to the financial condition or results of operations of particular companies.

These broad market fluctuations may adversely affect the trading price of our common stock and, consequently, adversely affect the price at which you could sell the shares that you purchase in this offering.

In the past, following periods of volatility in the market or significant price declines, securities class-action litigation has often been instituted against companies.

litigation, if instituted against us, could result in substantial costs and diversion of management’s attention and resources, which could materially and adversely affect our business, financial condition, results of operations and growth prospects.

Offers or availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.

If our stockholders sell substantial amounts of our common stock in the public market upon the expiration of any statutory holding period under Rule 144, or shares issued upon the exercise of outstanding options or warrants, it could create a circumstance commonly referred to as an “overhang” and, in anticipation of which, the market price of our common stock could fall.

The existence of an overhang, whether or not sales have occurred or are occurring, also could make more difficult our ability to raise additional financing through the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.

In general, a non-affiliated person who has held restricted shares for a period of six months, under Rule 144, may sell into the market our common stock all of their shares, subject to the Company being current in its periodic reports filed with the SEC.

As of February 16, 2021, except for approximately 14 shares, which are subject to control restrictions, the remainder of our shares of common stock outstanding were free trading.

Sales of substantial amounts of our common stock in the public market, or the perception that these sales could occur, could adversely affect the price of our common stock and could impair our ability to raise capital through the sale of additional shares.

For example, in June 2018, the SEC declared effective a shelf registration statement filed by us.

This shelf registration statement allows us to issue any combination of our common stock, preferred stock, warrants, units, debt securities and subscription rights from time to time until expiry in June 2021 for an aggregate initial offering price of up to $300 million, subject to certain limitations.

The specific terms of future offerings, if any, under this shelf registration statement would be established at the time of such offering.

Depending on a variety of factors, including market liquidity of our common stock, the sale of shares under this shelf registration statement may cause the trading price of our common stock to decline.

The sale of a substantial number of shares of our common stock under this shelf registration statement, or anticipation of such sales, could cause the trading price of our common stock to decline or make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise desire.

In addition, as of March 5, 2021, there were 5 shares issuable upon conversion of 1 share of Series 4 Convertible Preferred Stock, 841 shares of common stock issuable upon conversion of 126 shares of Series 5 Convertible Preferred Stock, 49,398,338 shares subject to outstanding warrants, 7,029,475 shares subject to outstanding options under the Company’s equity incentive plans, 1 share subject to options not under such plans, an additional 5,317,769 shares reserved for future issuance under the Company’s Amended and Restated 2011 Employee Stock Incentive Plan and up to an additional 8,700,682 shares of common stock which may be issued under the Company’s 2018 Employee Stock Incentive Plan that will become, or have already become, eligible for sale in the public market to the extent permitted by any applicable vesting requirements, lock-up agreements, if any, Rule 144 under the Securities Act or in connection with their registration under the Securities Act.

Historically, we have used our shares of common stock to satisfy our outstanding debt obligations, and, in the future, we expect to continue to issue our securities to raise additional capital or satisfy outstanding debt obligations.

The number of new shares of our common stock issued in connection with raising additional capital or satisfying our outstanding debt obligations could constitute a material portion of the then-outstanding shares of our common stock.

Our common stock may be delisted from the Nasdaq Capital Market if we cannot satisfy Nasdaq’s continued listing requirements in the future.

If we fail to maintain compliance with the continued listing requirements of the Nasdaq Capital Market, our common stock may be delisted and the price of our common stock and our ability to access the capital markets could be negatively affected.

Our common stock currently trades on the Nasdaq Capital Market under the symbol “INPX.” This market has continued listing standards that we must comply with in order to maintain the listing of our common stock.

The continued listing standards include, among others, a minimum bid price requirement of $1.00 per share and any of:

(i) a minimum stockholders’ equity of $2.5 million;

(ii) a market value of listed securities of at least $35.0 million;

or (iii) net income from continuing operations of $500,000 in the most recently completed fiscal year or in the two of the last three fiscal years.

Our results of operations and fluctuating stock price directly affect our ability to satisfy these continued listing standards.

In the event we are unable to maintain these continued listing standards, our common stock may be subject to delisting from the Nasdaq Capital Market.

Between November 2015 and May 2019, we received five deficiency letters from Nasdaq indicating that we did not comply with certain Nasdaq continued listing requirements.

Such deficiencies were later cured.

While the Company is currently compliance with all continued listing rules and it believes that it will be able to maintain compliance with Nasdaq’s continued listing rules, there are no assurances that it will be able to meet all continued listing requirements to maintain its listing.

There may be future sales or other dilution of our equity, which may adversely affect the market price of our common stock.

We are generally not restricted from issuing additional common stock, including any securities that are convertible into or exchangeable for, or that represent the right to receive, common stock.

Our articles of incorporation allows us to issue up to 250,000,000 shares of our common stock, par value $0.001 per share, and to issue and designate the rights of, without stockholder approval, up to 5,000,000 shares of preferred stock, par value $0.001 per share.

To raise additional capital, we may in the future sell additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that are lower than the prices paid by existing stockholders, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders, which could result in substantial dilution to the interests of existing stockholders.

The market price of our common stock could decline as a result of sales of common stock or securities that are convertible into or exchangeable for, or that represent the right to receive common stock or the perception that such sales could occur.

If securities or industry analysts do not publish research or reports about our business, or if they change their recommendations regarding our stock adversely, our stock price and trading volume could decline.

The trading market for our common stock relies in part on the research and reports that equity research analysts publish about us and our business.

We do not control these analysts.

The price of our common stock could decline if one or more equity research

analysts downgrade our common stock or if they issue other unfavorable commentary or cease publishing reports about us or our

We may be or may become the target

of securities litigation, which is costly and time-consuming to defend.

Following periods

of market volatility in the price of a company’s securities or the reporting of unfavorable news, security holders may institute

class action litigation.

If the market value of our securities experience adverse fluctuations and we become involved in this

type of litigation, regardless of the outcome, we could incur substantial legal costs and our management’s attention could

be diverted from the operation of our business, causing our business to suffer.

The price of our common stock could decline if one or more equity research analysts downgrade our common stock or if they issue other unfavorable commentary or cease publishing reports about us or our business.

We may be or may become the target of securities litigation, which is costly and time-consuming to defend.

Following periods of market volatility in the price of a company’s securities or the reporting of unfavorable news, security holders may institute class action litigation.

If the market value of our securities experience adverse fluctuations and we become involved in this type of litigation, regardless of the outcome, we could incur substantial legal costs and our management’s attention could be diverted from the operation of our business, causing our business to suffer.

UNRESOLVED STAFF COMMENTS

As a smaller reporting company, we are

not required to provide this information.

As a smaller reporting company, we are not required to provide this information.

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