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AIRJ on Nasdaq

AirJoule Technologies Corp.

In its 2026 annual report the company says: “We are an advanced technology company whose purpose is to free the world from its water and energy constraints by delivering groundbreaking sorption technologies. Our platform technology, AirJoule, produces pure distilled water from air and, at commercial scale, will mitigate water scarcity through distributed water generation for businesses and consumers around the world.”3 It is headquartered in Ronan, Montana.1

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Last updated Oct 21, 2026.

Overview

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  • TickerAIRJ on Nasdaq1
  • IndustryAir-Cond & Warm Air Heatg Equip & Comm & Indl Refrig Equip1
  • HeadquartersRonan, Montana1
  • Incorporated inDE2
  • Business address34361 Innovation Drive, Ronan, Mt 598642
  • Filer category, Emerging growth company2

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We are an advanced technology company whose purpose is to free the world from its water and energy constraints by delivering groundbreaking sorption technologies. Our platform technology, AirJoule, produces pure distilled water from air and, at commercial scale, will mitigate water scarcity through distributed water generation for businesses and consumers around the world. Our products are especially valuable for industrial users, which generate significant amounts of waste heat that can be used to power our sorption technologies to produce low cost pure distilled water and dehumidified air – two key inputs for a variety of industrial activities, including data centers and advanced manufacturing. In HVAC applications, our technology is designed to reduce energy consumption, minimize or even eliminate the use of environmentally-harmful refrigerants and generate material cost efficiencies …3 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Financial statements

Operating income456-$13.6M in 2025+911% since 2022
-$80.0M-$60.0M-$40.0M-$20.0M02022: -$1.3M-$1.3M20222023: -$11.4M-$11.4M2023+748%2024: -$65.9M-$65.9M2024+479%2025: -$13.6M-$13.6M2025−79%
Net income456-$9.0M in 2025
-$100.0M0$100.0M$200.0M$300.0M2022: $2.0M$2.0M20222023: -$11.4M-$11.4M20232024: $215.7M$215.7M20242025: -$9.0M-$9.0M2025

Every line of the income statement as filed: the last 2 fiscal years, latest first.6

Period ending2025-12-312024-12-31
General and administrative$12.5M$9.0M
Research and development$1.0M$2.0M
Sales and marketing$79.3K$150.9K
Transaction costs incurred in connection with business combination$0$54.7M
Depreciation and amortization$9.8K$6.5K
Loss from operations-$13.6M-$65.9M
Interest income$997.7K$932.4K
Gain on contribution to AirJoule, LLC$0$333.5M
Equity loss from investment in AirJoule, LLC-$39.3M-$5.3M
Change in fair value of Earnout Shares liability$18.3M$29.2M
Change in fair value of True Up Shares liability$106.1K-$1.6M
Change in fair value of Subject Vesting Shares liability$6.6M$4.0M
Change in fair value of Equity Line Obligation liability-$538.1K$0
Gain on settlement of legal fees$0$2.2M
Other income$3.0K$10.2K
Total other income (expense), net-$13.7M$362.9M
Income (loss) before income taxes-$27.3M$297.0M
Income tax benefit (expense)$18.3M-$81.3M
Net income (loss)-$9.0M$215.7M

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Corporate structure

AirJoule Technologies Corp. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of AirJoule Technologies Corp.

  • Matthew B. Jore Filed SCHEDULE 13D/A on AirJoule Technologies Corp., latest Apr 16, 2026 (2 filings since Mar 21, 2024)
  • Stuart D. Porter Filed SCHEDULE 13D/A on AirJoule Technologies Corp., latest Dec 3, 2025 (2 filings since Mar 21, 2024)
  • FIR TREE CAPITAL MANAGEMENT LP Filed SC 13G/A on AirJoule Technologies Corp., latest Nov 14, 2024 (2 filings since Feb 14, 2024)
  • Westchester Capital Management, LLC Filed SC 13G/A on AirJoule Technologies Corp., latest Nov 14, 2024 (2 filings since Feb 14, 2024)
  • XPDI Sponsor II LLC Filed SC 13G/A on AirJoule Technologies Corp., latest Nov 14, 2024 (2 filings since Feb 11, 2022)
  • COWEN AND COMPANY, LLC Filed SC 13G/A on AirJoule Technologies Corp., latest Nov 12, 2024 (2 filings since Feb 5, 2024)
  • PERISCOPE CAPITAL INC. Filed SC 13G/A on AirJoule Technologies Corp., latest Nov 12, 2024 (2 filings since Feb 9, 2024)
  • Patrick C. Eilers Filed SC 13D/A on AirJoule Technologies Corp., latest Sep 18, 2024 (3 filings since Mar 21, 2024)
  • Radcliffe Capital Management, L.P. Filed SC 13G/A on AirJoule Technologies Corp., latest Jun 28, 2024 (2 filings since Jun 14, 2023)
  • Walleye Capital LLC Filed SC 13G/A on AirJoule Technologies Corp., latest Apr 10, 2024 (2 filings since Jan 10, 2024)
  • James J. Pallotta Filed SC 13G on AirJoule Technologies Corp., latest Mar 25, 2024
  • MARSHALL WACE, LLP Filed SC 13G/A on AirJoule Technologies Corp., latest Feb 14, 2024 (2 filings since Feb 14, 2023)
  • AirJoule Technologies Corp. Ronan, Montana

Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What AirJoule Technologies Corp. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$50.1K6 Dec 31, 2025$32.1K6 Dec 31, 2024+56.1%
Accumulated depreciation$25.5K6 Dec 31, 2025$15.7K6 Dec 31, 2024+62.6%
Property and equipment, net$24.5K6 Dec 31, 2025$16.4K6 Dec 31, 2024+49.9%
Operating-lease assets (leased space)$115.1K6 Dec 31, 2025$147.0K6 Dec 31, 2024−21.7%

Properties, in its own words

Our headquarters are located at 34361 Innovation Drive, Ronan, MT 59864. We maintain a corporate website at http://airjouletech.com. The information contained on or accessible through our corporate website or any other website that we may maintain is not part of this Report.

Item 2 of the 10-K filed Mar 31, 2026.3

Leadership

Who has led AirJoule Technologies Corp., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Patrick C. Eilers2021
  2. Matthew B. Jore2024–now

Chair

  1. Patrick C. Eilers2024–now

Chief financial officer

  1. Jeff Gutke2024
  2. Stephen S. Pang2024–now
2025
Board members and other officers (14)

Former names

  • Montana Technologies Corp.Mar 18, 2024 to Oct 21, 20242
  • Power & Digital Infrastructure Acquisition II Corp.Jul 12, 2021 to Mar 14, 20242

Timeline

  1. Sep 14, 20268-K Entered a material agreement; Unregistered sale of shares; Regulation FD disclosure27
  2. Aug 13, 20268-K Results of operations28
  3. Jun 1, 20268-K Entered a material agreement; Shareholder vote; Regulation FD disclosure29
  4. May 14, 20268-K Results of operations30
  5. Mar 31, 20268-K Results of operations31
  6. Feb 17, 20268-K Executive or director change32
  7. Jan 14, 20268-K Entered a material agreement; Regulation FD disclosure33
  8. Jan 13, 20268-K Results of operations; Regulation FD disclosure; Other events34
  9. Nov 13, 20258-K Results of operations35
  10. Aug 13, 20258-K Results of operations36
  11. Jun 26, 20258-K Executive or director change37
  12. May 29, 20258-K Shareholder vote38
  13. Mar 19, 2024New chief executive Matthew B. Jore becomes CEO10
  14. Dec 10, 2021New chief executive Patrick C. Eilers becomes CEO11

Calendar

Coming up

  1. Nov 12, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($0.07) a share, on Nov 13, 2025.39

When it reported results

  1. Aug 13, 2026Reported quarterly or annual results28
  2. May 14, 2026Reported quarterly or annual results30
  3. Mar 31, 2026Reported quarterly or annual results31
  4. Jan 13, 2026Reported quarterly or annual results34
  5. Nov 13, 2025Reported quarterly or annual results35
  6. Aug 13, 2025Reported quarterly or annual results36
  7. May 12, 2025Reported quarterly or annual results40
  8. Mar 25, 2025Reported quarterly or annual results41

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

304 filings to the SEC since October 2021: 5 annual reports, 17 quarterly reports, 45 major events, 90 insider forms, 34 large holders, 113 other. The latest 20:

  1. Oct 15, 2026144 EDGAR
  2. Sep 14, 20268-K EDGAR
  3. Aug 14, 202610-Q EDGAR
  4. Aug 13, 20268-K EDGAR
  5. Jun 12, 2026424B3 PROSPECTUS EDGAR
  6. Jun 12, 2026424B3 PROSPECTUS EDGAR
  7. Jun 11, 2026EFFECT EDGAR
  8. Jun 11, 2026EFFECT EDGAR
  9. Jun 10, 20264 EDGAR
  10. Jun 9, 20264 EDGAR
  11. Jun 9, 20264 EDGAR
  12. Jun 9, 20264 EDGAR
  13. Jun 9, 20264 EDGAR
  14. Jun 5, 2026POS AM POST-EFFECTIVE AMENDMENT NO. 4 TO FORM S-1 ON FORM S-3 EDGAR
  15. Jun 5, 2026POS AM POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 ON FORM S-3 EDGAR
  16. Jun 1, 2026424B5 PROSPECTUS SUPPLEMENT EDGAR
  17. Jun 1, 20264 EDGAR
  18. Jun 1, 20264 EDGAR
  19. Jun 1, 20264 EDGAR
  20. Jun 1, 20264 EDGAR

The 304 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

21 open-market trades by officers, directors and large owners since October 2021: 14 buys and 7 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Jun 9, 2026MacDonald ChadChief Legal OfficerSale1,987$4.50$8.9KForm 4
Jun 8, 2026MacDonald ChadChief Legal OfficerSale5,320$4.65$24.7KForm 4
Mar 3, 2026Gutke JeffChief Administrative OfficerSale3,462$3.17$11.0KForm 4
Jan 15, 2026JORE MATTHEW BChief Executive OfficerBuy7,692$3.25$25.0KForm 4
Jan 15, 2026EILERS PATRICK CExecutive ChairmanBuy76,923$3.25$250.0KForm 4
Jan 15, 2026Porter Stuart DDirectorBuy153,846$3.25$500.0KForm 4
Dec 12, 2025Murphy Thomas EdwardDirectorBuy14,450$3.40$49.1KForm 4
Dec 10, 2025Murphy Thomas EdwardDirectorBuy17,500$2.86$50.0KForm 4
Dec 10, 2025Pang Stephen S.Chief Financial OfficerBuy2,169$2.95$6.4KForm 4
Dec 10, 2025JORE MATTHEW BChief Executive OfficerBuy1,779$2.95$5.2KForm 4
Dec 10, 2025Porter Stuart DDirectorBuy264,150$2.95$779.2KForm 4
Dec 9, 2025JORE MATTHEW BChief Executive OfficerBuy5,200$2.84$14.8KForm 4
Dec 9, 2025Porter Stuart DDirectorBuy46,800$2.84$132.9KForm 4
Dec 8, 2025JORE MATTHEW BChief Executive OfficerBuy3,521$2.77$9.8KForm 4
Dec 8, 2025Porter Stuart DDirectorBuy31,695$2.77$87.8KForm 4
Jun 9, 2025Gutke JeffChief Administrative OfficerSale1,605$4.23$6.8KForm 4
Jun 9, 2025Pang Stephen S.Chief Financial OfficerSale7,635$4.23$32.3KForm 4
Jun 9, 2025EILERS PATRICK CExecutive ChairmanSale1,931$4.23$8.2KForm 4
Jun 9, 2025JORE MATTHEW BChief Executive OfficerSale3,865$4.23$16.3KForm 4
Sep 19, 2024Spence John Yogi10% ownerBuy5,882$8.50$50.0KForm 4

All 21 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Patrick C. Eilers59$300.0K$5.7M59
2025Matthew B. Jore63$400.0K$2.1M59
2025Stephen S. Pang44$333.8K$1.2M59
2024Chief Executive Officer$338.5K$1.5M59
2024Chief Financial Officer$193.8K$1.4M59
2024Executive Chairman$193.8K$825.3K59

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Pennant Select, LLC2,280,601$12.6M5.6%+99,069
BlackRock, Inc.2,140,038$11.9M0.0%+314,028
Corient Private Wealth LP1,565,614$8.7M0.0%−379,735
Savant Capital, LLC1,504,777$8.3M0.0%+10
Vanguard Capital Management LLC1,385,162$7.7M0.0%−1,312
Geode Capital Management, LLC888,873$4.9M0.0%+102,129
Aqr Capital Management LLC587,295$3.3M0.0%+209,261
State Street Corp552,042$3.1M0.0%+116,739
Davidson Kempner Capital Management LP489,200$2.7M0.1%New
Vident Advisory, LLC417,058$2.3M0.0%+96,057
Millennium Management LLC399,701$2.2M0.0%+383,131
Wells Fargo & Company/mn303,713$1.7M0.0%+15,405
Argentarii, LLC229,157$1.5M0.4%+77,627
UBS Group AG258,137$1.4M0.0%+202,016
Northern Trust Corp257,439$1.4M0.0%+25,279
Charles Schwab Investment Management Inc254,192$1.4M0.0%+4,565
Two Sigma Investments, LP247,255$1.4M0.0%New
Polen Capital Management LLC243,378$1.3M0.0%New
Vanguard Fiduciary Trust Co218,031$1.2M0.0%+2,740
Vanguard Portfolio Management LLC217,485$1.2M0.0%+37,261
Renaissance Technologies LLC163,000$903.0K0.0%−230,200
Quantbot Technologies LP160,629$889.9K0.0%New
Dimensional Fund Advisors LP150,043$826.3K0.0%New
Focus Partners Wealth135,825$752.5K0.0%−14,621
DNB Asset Management AS119,589$662.5K0.0%New

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How AirJoule Technologies Corp. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARAirJoule Technologies Corp.1
  • CIK0001855474
  • Employer ID (EIN)86-29622083
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company3
  • Incorporated inDelaware3
  • Fiscal year endsDecember 311
  • Industry code (SIC)3585 Air-Cond & Warm Air Heatg Equip & Comm & Indl Refrig Equip1
  • SEC reviewing officeOffice of Technology, Division of Corporation Finance1
  • Business address34361 Innovation Drive, Ronan, MT 598641
  • Phone800-942-30831
  • Shares outstanding73,347,394 as of Aug 1, 20268
  • Public float$133.2M as of Jun 30, 20253
  • AuditorDeloitte & Touche LLP, Denver, Colorado PCAOB ID 34; no auditor attestation of internal control over financial reporting3
  • On EDGAR sinceJul 12, 20211
  • Filings305 in all: 4 (70), 8-K (45), 3 (19), 425 (18), 10-Q (14), 424B3 (14), SC 13G (14), SC 13G/A (13)1
    All 39 form types

    CORRESP (12), DEFA14A (10), UPLOAD (9), EFFECT (8), 10-K (5), S-4/A (5), DEF 14A (4), POS AM (4), S-1/A (4), 10-Q/A (3), 424B5 (3), NT 10-Q (3), S-1 (3), SC 13D (3), ARS (2), NT 10-K (2), PRE 14A (2), SC 13D/A (2), SCHEDULE 13D/A (2), 144 (1), 25-NSE (1), 3/A (1), 424B4 (1), 8-A12B (1), CERT (1), DRS (1), POS EX (1), S-3 (1), S-4 (1), S-8 (1), S-8 POS (1)

  • Latest filingsAnnual report (10-K) Mar 31, 2026
    Quarterly report (10-Q) Aug 14, 2026
    Proxy statement (DEF 14A) Apr 15, 2026
    Latest 8-K (8-K) Sep 14, 2026

Securities registered for trading

ClassSymbolExchange
Class A common stock, par value $0.0001 per shareAIRJThe Nasdaq Stock Market LLC
Warrants to purchase Class A common stockAIRJWThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Mar 31, 2026 (Section 12(b) of the Exchange Act).3

Risk factors and legal proceedings

The risks AirJoule Technologies Corp. names in Item 1A of its 10-K filed Mar 31, 2026: 49 risks under these headings, as written.3

  • Risks Related to Our Business, Our Technology and Our Industry
  • We have incurred significant losses since inception, we expect to incur losses in the future, and we may not be able to achieve or maintain profitability.
  • We have not yet commenced commercializing our AirJoule systems and have a limited operating history, which may make it difficult to evaluate the prospects for our future viability. There is no assurance that we will successfully execute our proposed strategy.
  • Demand for our products may not grow or may grow at a slower rate than we anticipate.
  • We depend on revenue generated from a single product and in the foreseeable future will be significantly dependent on a limited number of products.
  • Our financial results depend on successful project execution and may be adversely affected by cost overruns, failure to meet customer schedules, failure of our suppliers or partners to fulfill their obligations to us or other execution issues.
  • Our Water Purchase Agreements and other long-term commercial arrangements may include penalties for not delivering sufficient water on schedule, which may result in liabilities and reductions in cash flow.
  • We may lack sufficient funds to achieve our planned business objectives. Our ability to continue as a going concern is dependent on (i) continued financial support from our shareholders and other related parties, (ii) raising capital via external financing and/or (iii) attaining profitable operations. We may seek to raise further funds through one or more financing transactions, and any inability to access the capital or financial markets may limit our ability to fund our ongoing operations and execute our business plan to pursue investments that we may rely on for future growth.
  • We face significant barriers in our attempts to deploy our technology and may not be able to successfully develop our technology. If we cannot successfully overcome those barriers, it could adversely impact our business and operations.
  • We are subject to risks associated with changing technology, product innovation, manufacturing techniques, operational flexibility and business continuity, which could place us at a competitive disadvantage.
  • We expect to incur research and development costs and devote resources to identifying and commercializing new products, which could reduce our profitability and may never result in revenue.
  • Actual capital costs, operating costs, production and economic returns may differ significantly from those we have anticipated and future development activities may not result in profitable operations.
The other 38 risks
  • We may face significant competition from established companies with longer operating histories, customer incumbency advantages, access to and influence with governmental authorities and more capital resources than we do.
  • If we fail to retain our key personnel or if we fail to attract additional qualified personnel, we may not be able to achieve our anticipated level of growth and our business could suffer.
  • Any failure by our management to properly manage our growth could have a material adverse effect on our business, operating results and financial condition.
  • If the estimates and assumptions we use to determine the size of our total addressable market are inaccurate, our future growth rate may be affected and the potential growth of our business may be limited.
  • Damage to our reputation or brand image could adversely affect our business.
  • The occurrence of significant events for which we may not be fully insured could have a material adverse effect on our business, financial condition and results of operations.
  • Cyber-attacks or a failure in our information technology and data security infrastructure could adversely affect our business and operations.
  • Increased scrutiny of ESG matters, including our completion of certain ESG initiatives, could have an adverse effect on our business, financial condition and results of operations, result in reputational harm and negatively impact the assessments made by ESG-focused investors when evaluating us.
  • Risks Related to Our Joint Ventures, Our Suppliers and Our Customers
  • We conduct a substantial amount of our operations through joint ventures, which may lead to disagreements with joint venture partners and adversely affect our interest in the joint ventures.
  • We may incur impairment charges related to the carrying value of our equity method investment in the AirJoule JV, which could have a significant negative effect on our results of operations and the price of our securities.
  • We may depend on sole-source and limited-source suppliers for key components and products. If we are unable to source these components and products on a timely basis or at acceptable prices, we will not be able to deliver our products to our customers and production time and production costs could increase, which may adversely affect our business.
  • We may face supply chain competition, including competition from businesses in other industries, which could result in insufficient inventory and negatively affect our results of operations.
  • Manufacturing issues not identified prior to design finalization, long-lead procurement and/or fabrication could potentially be realized and may impact our deployment cost and schedule, which could adversely impact our business.
  • The Binding Term Sheets we and CAMT have entered into with Carrier may not ultimately yield definitive agreements with Carrier consistent with the term sheets or at all.
  • We expect to be dependent on a limited number of customers and end markets. A decline in revenue from, or the loss of, any significant customer, could have a material adverse effect on our financial condition and operating results.
  • Our long-term success depends, in part, on our ability to negotiate and enter into sales agreements with, and deliver our products to, customers on commercially viable terms. There can be no assurance that we will be successful in securing such agreements.
  • Our sales and profitability may be impacted by, and we may incur liabilities as a result of, warranty claims, product defects, recalls, improper use of our products, or our failure to meet performance guarantees or customer safety standards.
  • Risks Related to Legal, Compliance, Regulations and Geopolitical Issues
  • There are risks associated with operating in foreign countries, including those related to economic, social and/or political instability, and changes of law affecting foreign companies operating in that country. In particular, we may suffer reputational harm due to our business dealings in certain countries that have previously been associated, or perceived to have been associated, with human rights issues. Increased scrutiny and changing expectations from investors regarding ESG considerations may result in a decrease of the trading price of our securities.
  • Our business may require numerous permits, licenses and other approvals from various governmental agencies, and the failure to obtain or maintain any of them, or delays in obtaining them, could materially adversely affect us.
  • Our business and current and future production facilities are subject to liabilities and operating restrictions arising from environmental, health and safety laws, regulations and permits. We are and will be subject to environmental, health and safety laws and regulations in multiple jurisdictions, which impose substantial compliance requirements on our operations. Our operating costs could be significantly increased in order to comply with new or more stringent regulatory standards in the jurisdictions in which we operate.
  • Our business could be adversely affected by trade wars, trade tariffs or other trade barriers and related government actions.
  • Exchange rate fluctuations may materially affect our results of operations and financial condition.
  • Our failure to comply with applicable anti-corruption, anti-bribery, anti-money laundering, antitrust, foreign investment and similar laws and regulations could negatively impact our reputation and results of operations.
  • Our past and potential future transactions with foreign-based commercial partners and investors may be subject to review by the Committee on Foreign Investment in the United States (“CFIUS”). CFIUS actions, including potentially imposing restrictions or conditions on these transactions, or forcing us to terminate these transactions, could adversely impact our business and operations.
  • Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and results of operations.
  • Changes to, or changes to interpretations of, the U.S. federal, state, local or other jurisdictional tax laws could have a material adverse effect on our business, financial condition and results of operations.
  • Our business may be adversely affected by force majeure events outside of our control, including labor unrest, civil disorder, war, subversive activities or sabotage, climate change, changes in climate change policies, extreme weather conditions, fires, floods, explosions or other catastrophes or epidemics.
  • Risks Related to Intellectual Property
  • Our patent applications may not result in issued patents, and our issued patents may not provide adequate protection, which may have a material adverse effect on our ability to prevent others from commercially exploiting products similar to ours.
  • Our failure or the inadequacy of our efforts to protect our intellectual property rights may undermine our competitive position, and litigation associated with our intellectual property rights may be costly.
  • We may need to defend ourselves against claims that we infringe, have misappropriated or otherwise violate the intellectual property rights of others, which may be time-consuming and would cause us to incur substantial costs. Third- party claims that we are infringing on intellectual property, whether successful or not, could subject us to costly and time-consuming litigation or expensive licenses, and our business could be adversely affected.
  • We rely on licenses to use the intellectual property rights of third parties, which are incorporated into our products, services and offerings.
  • Risks Related to our Common Stock and Capital Structure
  • Concentration of ownership among our existing executive officers, directors and their respective affiliates may prevent new investors from influencing significant corporate decisions.
  • There may be future sales of our common stock or other dilution of our equity, which may adversely affect the market price of our common stock.
  • We do not intend to pay dividends on our common stock for the foreseeable future.
  • Material weaknesses in our internal control over financial reporting could have a significant adverse effect on our business and the price of our common stock.
  • Anti-takeover provisions in our governing documents and under Delaware law could make an acquisition of us more difficult, limit attempts by our stockholders to replace or remove our current management and limit the market price of our common stock.
  • Our Charter provides that the Court of Chancery of the State of Delaware is, to the fullest extent permitted by applicable law, the sole and exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.
  • We are an “emerging growth company.” The reduced public company reporting requirements applicable to emerging growth companies may make our common stock less attractive to investors.

Legal proceedings

We may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are not presently a party to any other legal proceedings that, in the opinion of our management, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition, or cash flows. See Note 13 – Commitments and Contingencies.

The opening of Item 3, Legal Proceedings.3

Sources

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