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AIRO on Nasdaq

AIRO Group Holdings, Inc.

American aircraft company based in Albuquerque, listed on Nasdaq (AIRO)2

In its 2026 annual report the company says: “We offer professional training and consulting services to the U.S. We have contracts with the U.S. government to provide military training and simulation services. We have several competitors in the avionics market.”5

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Last updated Oct 21, 2026.

Overview

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  • TickerAIRO on Nasdaq2
  • IndustryAircraft2
  • HeadquartersAlbuquerque, United States2
  • Incorporated inDE3
  • Business address8444 Westpark Drive, Suite 840, Mclean, Va 221023
  • Filer categoryNon-accelerated filer, Smaller reporting company, Emerging growth company3
  • Legal formCorporation2
  • LEI529900EUD8XWJZVS26152
  • StatusActive2
  • LEI statusIssued and current2
  • Registered addressc/o The Corporation Trust Company, Corporation Trust Center 1209 Orange Street, 19801 Wilmington, United States2
  • Registered withDivision of Corporations, Department of State, 62051072

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The Training segment currently provides military pilot training. We offer professional training and consulting services to the U.S.5 From its latest annual report

Financials

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

Key numbers, fiscal 2025

59.9%Gross margin6
-31.6%Operating margin6
-4.5%Net margin6
4.6%Revenue growth, 20256
-0.6%Return on equity6
0.00×Debt to equity6
-$35.5MFree cash flow6

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Product and Service, Other brought in 90% of the revenue AIRO Group Holdings, Inc. broke down this way in fiscal 2025.

  1. Product and Service, Other$90.9M690%up 5% from 2024
  2. Service$10.1M610%up 61% from 2024
Products and services by year
Products and services20242025
Product and Service, Other$86.9M$90.9M
Service$6.3M$10.1M

Business segments

Drones brought in 87% of the revenue AIRO Group Holdings, Inc. broke down this way in fiscal 2025.

  1. Drones$79.1M687%up 6% from 2024
  2. Avionics$6.9M68%down 20% from 2024
  3. Training$4.9M65%up 37% from 2024
Business segments by year
Business segments20242025
Drones$74.7M$79.1M
Avionics$8.7M$6.9M
Training$3.6M$4.9M

Regions

Europe brought in 86% of the revenue AIRO Group Holdings, Inc. broke down this way in fiscal 2025.

  1. Europe$78.0M686%up 4% from 2024
  2. United States$9.3M610%down 8% from 2024
  3. Other$3.6M64%up 132% from 2024
Regions by year
Regions20242025
Europe$75.3M$78.0M
United States$10.1M$9.3M
Other$1.6M$3.6M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue40¢$36.5M
  • Research and development20¢$17.9M
  • Other costs32¢$29.5M
  • Income tax8¢$7.0M

Out of $90.9M in revenue.6 The company lost money this year.

Financial statements

Revenue6$90.9M in 2025+5% since 2024
0$25.0M$50.0M$75.0M$100.0M2024: $86.9M$86.9M20242025: $90.9M$90.9M2025+5%
Gross profit6$54.4M in 2025−7% since 2024
0$20.0M$40.0M$60.0M2024: $58.3M$58.3M20242025: $54.4M$54.4M2025−7%
Operating income6-$28.8M in 2025+65% since 2024
-$30.0M-$20.0M-$10.0M02024: -$17.4M-$17.4M20242025: -$28.8M-$28.8M2025+65%
Net income6-$4.1M in 2025−89% since 2024
-$40.0M-$30.0M-$20.0M-$10.0M02024: -$38.7M-$38.7M20242025: -$4.1M-$4.1M2025−89%

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

Period ending2025-12-312024-12-31
Revenue$90.9M$86.9M
Cost of revenue$36.5M$28.6M
Gross profit$54.4M$58.3M
Research and development$17.9M$13.1M
Sales and marketing$6.6M$6.4M
General and administrative$58.6M$18.2M
Goodwill impairment$38.0M
Total operating expenses$83.2M$75.8M
Loss from operations-$28.8M-$17.4M
Interest expense, net-$9.8M-$3.8M
Gain (loss) on extinguishment of debt$15.6M-$10.5M
Other income, net$25.9M$2.2M
Total other income (expense)$31.7M-$12.1M
Income (loss) before income tax expense$2.9M-$29.5M
Income tax expense-$7.0M-$9.2M
Net loss-$4.1M-$38.7M
Net loss per share - basic-$0.17-$2.36
Net loss per share - diluted-$0.17-$2.36
Weighted-average number of common shares used in computing net loss per share, basic23.7K shares16.4K shares
Weighted-average number of common shares used in computing net loss per share, diluted23.7K shares16.4K shares

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Corporate structure

AIRO Group Holdings, Inc. sits at the top of its group. 3 entities, 2 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of AIRO Group Holdings, Inc.

  • Chirinjeev Kathuria Filed SCHEDULE 13G on AIRO Group Holdings, Inc., latest Aug 14, 2026
  • Joseph D. Burns Filed SCHEDULE 13G on AIRO Group Holdings, Inc., latest Aug 14, 2026
  • Woodline Partners LP Filed SCHEDULE 13G/A on AIRO Group Holdings, Inc., latest Nov 14, 2025 (2 filings since Aug 14, 2025)
  • AIRO Group Holdings, Inc. Albuquerque, New Mexico, United States
    • Sky-Watch Stovring, Denmark
    • Sky-Watch A/S Subsidiary · Denmark

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What AIRO Group Holdings, Inc. 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$16.2M6 Dec 31, 2025$12.3M6 Dec 31, 2024+32.2%
Accumulated depreciation$7.2M6 Dec 31, 2025$5.4M6 Dec 31, 2024+33.0%
Property and equipment, net$9.0M6 Dec 31, 2025$6.8M6 Dec 31, 2024+31.5%
Operating-lease assets (leased space)$3.3M6 Dec 31, 2025$352.0K6 Dec 31, 2024+831.2%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$571.7M6 Dec 31, 2025$557.5M6 Dec 31, 2024+2.5%
Intangible assets, net (excluding goodwill)$83.5M6 Dec 31, 2025$93.5M6 Dec 31, 2024−10.7%
Finite-lived intangibles, gross$131.8M6 Dec 31, 2025$130.7M6 Dec 31, 2024+0.9%
Accumulated amortization$48.4M6 Dec 31, 2025$37.2M6 Dec 31, 2024+30.1%
Finite-lived intangibles, net$74.7M6 Dec 31, 2025

Inventory

ItemLatestA year beforeChange
Inventory, total$11.6M6 Dec 31, 2025$8.8M6 Dec 31, 2024+31.9%
Work in process$1.5M6 Dec 31, 2025$33.0K6 Dec 31, 2024+4454.5%
Finished goods$3.1M6 Dec 31, 2025$640.0K6 Dec 31, 2024+381.9%

Properties, in its own words

We lease substantially all of our facilities and do not own any material real property. Our principal facilities include: (i) an industrial facility located at 23048 N. 15th Avenue, Phoenix, Arizona 85027, consisting of approximately 29,353 rentable square feet, used to support U.S. operations and our efforts to expand our U.S. footprint for advanced drone innovation, including research and development and operational activities , under a 62 month lease that expires in October 2030; (ii) a leased facility in Soevring, Denmark consisting of approximately 43,185 square feet used by our Drones segment for office space, manufacturing, and inventory storage; and (iii) leased office space located at 8444 Westpark Drive, Suite 840, McLean, Virginia 22102, consisting of approximately 2,815 rentable square feet, which serves as our principal executive offices, under a 65 month lease that expires in March 2031. Management believes these facilities are adequate for our current needs. We may require additional engineering and manufacturing capacity over time to support the design and production of products in our Electric Air Mobility and Avionics segments.

Item 2 of the 10-K filed Mar 31, 2026.5

Leadership

Who has led AIRO Group Holdings, Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Joseph D. Burns2025–now

President

  1. John Uczekaj2025–now

Chief financial officer

  1. Mariya Pylypiv2025–now

Chief operating officer

  1. John Uczekaj2025–now
Board members and other officers (8)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Aug 13, 20268-K Results of operations18
  2. Jun 5, 20268-K Shareholder vote19
  3. May 14, 20268-K Results of operations20
  4. Mar 31, 20268-K Results of operations21
  5. Nov 14, 20258-K Results of operations22
  6. Oct 17, 20258-K Entered a material agreement23
  7. Sep 11, 20258-K Other events24
  8. Aug 14, 20258-K Results of operations25
  9. Jun 16, 20258-K Bylaws or fiscal year changed; Other events26
  10. Jun 12, 2025New chief executive Joseph D. Burns becomes CEO9
  11. Aug 30, 2021Founded AIRO Group Holdings, Inc. is founded2

Calendar

Coming up

  1. Nov 13, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($0.28) a share, on Nov 14, 2025.27

When it reported results

  1. Aug 13, 2026Reported quarterly or annual results18
  2. May 14, 2026Reported quarterly or annual results20
  3. Mar 31, 2026Reported quarterly or annual results21
  4. Nov 14, 2025Reported quarterly or annual results22
  5. Aug 14, 2025Reported quarterly or annual results25

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

Filings

105 filings to the SEC since October 2021: 1 annual reports, 4 quarterly reports, 9 major events, 51 insider forms, 4 large holders, 36 other. The latest 20:

  1. Sep 4, 20264 EDGAR
  2. Sep 4, 20264 EDGAR
  3. Aug 18, 20264 EDGAR
  4. Aug 17, 20264 EDGAR
  5. Aug 14, 2026SCHEDULE 13G EDGAR
  6. Aug 14, 2026SCHEDULE 13G EDGAR
  7. Aug 13, 202610-Q EDGAR
  8. Aug 13, 20268-K EDGAR
  9. Jul 7, 20264 EDGAR
  10. Jun 18, 20264 EDGAR
  11. Jun 5, 20264 EDGAR
  12. Jun 5, 20264 EDGAR
  13. Jun 5, 20264 EDGAR
  14. Jun 5, 20264 EDGAR
  15. Jun 5, 20264 EDGAR
  16. Jun 5, 20268-K EDGAR
  17. May 26, 20264 EDGAR
  18. May 26, 20264/A EDGAR
  19. May 26, 20264/A EDGAR
  20. May 26, 20264/A EDGAR

The 105 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

15 open-market trades by officers, directors and large owners since October 2021: 0 buys and 15 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 2, 2026Uczekaj JohnPresident and COOSale7,230$7.10$51.3KForm 4
Sep 2, 2026Pylypiv MariyaChief Financial OfficerSale8,697$7.08$61.6KForm 4
Aug 14, 2026Uczekaj JohnPresident and COOSale16,887$9.72$164.1KForm 4
Aug 14, 2026Pylypiv MariyaChief Financial OfficerSale19,389$9.72$188.5KForm 4
Jul 6, 2026Uczekaj JohnPresident and COOSale154$7.76$1.2KForm 4
Jun 17, 2026Pylypiv MariyaChief Financial OfficerSale30,028$7.66$230.0KForm 4
Apr 6, 2026Uczekaj JohnPresident and COOSale144$8.84$1.3KForm 4
Apr 6, 2026Uczekaj JohnPresident and COOSale3,415$8.84$30.2KForm 4
Mar 12, 2026Uczekaj JohnPresident and COOSale396$10.43$4.1KForm 4
Mar 12, 2026Pylypiv MariyaChief Financial OfficerSale20,078$10.26$206.0KForm 4
Jan 5, 2026Uczekaj JohnPresident and COOSale183$9.42$1.7KForm 4
Sep 12, 2025Uczekaj JohnPresident and COOSale38,125$17.39$663.0KForm 4
Sep 12, 2025New Generation Aerospace, LLC10% ownerSale405,634$17.39$7.1MForm 4
Sep 12, 2025Burns Joseph DChief Executive OfficerSale179,800$17.39$3.1MForm 4
Sep 12, 2025KATHURIA CHIRINJEEVExecutive ChairmanSale509,367$17.39$8.9MForm 4

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
2025John Uczekaj67$366.6K$1.2M31
2025Captain Joseph D. Burns64$363.5K$1.1M31
2025Dr. Mariya Pylypiv37$155.8K$1.0M31
2024PresidentChief Operating Officer and Director$300.0K31

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 95. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Woodline Partners LP2,786,991$20.6M0.1%+33,711
BlackRock, Inc.1,300,304$9.6M0.0%+172,242
HighTower Advisors, LLC970,161$7.2M0.0%−7,944
Vanguard Capital Management LLC798,086$5.9M0.0%−417
Brighton Jones LLC683,339$5.0M0.1%+1,148
Geode Capital Management, LLC449,984$3.3M0.0%+52,795
State Street Corp380,885$2.8M0.0%+66,126
Millennium Management LLC375,958$2.8M0.0%New
Defiance ETFs, LLC272,264$2.1M0.0%+105,739
Vident Advisory, LLC233,540$1.7M0.0%−10,059
Aqr Capital Management LLC201,612$1.5M0.0%+130,532
Renaissance Technologies LLC201,091$1.5M0.0%New
Bank Of America Corp /de/199,985$1.5M0.0%−25,845
Goldman Sachs Group Inc174,942$1.3M0.0%+7,504
Morgan Stanley168,948$1.2M0.0%+25,195
UBS Group AG160,651$1.2M0.0%+3,268
Vanguard Portfolio Management LLC148,702$1.1M0.0%+27,340
Northern Trust Corp147,298$1.1M0.0%+19,124
LPL Financial LLC118,337$874.5K0.0%+108,258
Charles Schwab Investment Management Inc101,007$746.4K0.0%+6,185
Susquehanna International Group, Llp88,969$657.5K0.0%−23,414
Two Sigma Investments, LP87,075$643.5K0.0%+76,775
Jpmorgan Chase & Co91,435$627.2K0.0%+83,089
Vanguard Fiduciary Trust Co76,330$564.1K0.0%−659
Royal Bank Of Canada75,222$556.0K0.0%+11,419

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

SEC filer profile

How AIRO Group Holdings, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARAIRO Group Holdings, Inc.1
  • CIK0001927958
  • Employer ID (EIN)88-08126955
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsDecember 311
  • Industry code (SIC)3721 Aircraft1
  • SEC reviewing officeOffice of Manufacturing, Division of Corporation Finance1
  • Business address8444 Westpark Drive, Suite 840, Mclean, VA 221021
  • Phone(505) 338-24341
  • Shares outstanding31,555,917 as of Aug 10, 20268
  • Public float$446.6M as of Jun 30, 20255
  • AuditorBPM LLP, San Jose, California PCAOB ID 207; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceDec 13, 20241
  • Filings105 in all: 4 (34), 3 (11), CORRESP (10), 8-K (9), 4/A (6), 10-Q (4), UPLOAD (4), SCHEDULE 13G (3)1
    All 24 form types

    424B4 (2), DRS (2), DRS/A (2), DRSLTR (2), EFFECT (2), S-1 (2), S-1/A (2), S-8 (2), 10-K (1), 8-A12B (1), ARS (1), CERT (1), DEF 14A (1), DEFA14A (1), S-1MEF (1), SCHEDULE 13G/A (1)

  • Latest filingsAnnual report (10-K) Mar 31, 2026
    Quarterly report (10-Q) Aug 13, 2026
    Proxy statement (DEF 14A) Apr 21, 2026
    Latest 8-K (8-K) Aug 13, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, par value $0.000001 per shareAIROThe NASDAQ Stock Market LLC

From the cover page of the 10-K filed Mar 31, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks AIRO Group Holdings, Inc. names in Item 1A of its 10-K filed Mar 31, 2026: 64 risks under these headings, as written.5

  • Risks Related to Our Limited Operating History, Financial Position and Need for Additional Capital
  • We have a limited operating history in new and evolving markets, which may make it difficult to evaluate our current business and future prospects and increase the risk of your investment.
  • We are an early-stage company with a history of losses, and we expect to incur significant expenses and continuing losses for the foreseeable future.
  • Risks Related to Our Business
  • We depend on a limited number of customers for most of our revenue. The loss of, or a significant reduction in orders from our key customers that are not replaced by orders from new or existing customers, would significantly reduce our revenue and adversely impact our business, financial condition and results of operations.
  • We do not have long-term commitments from our customers, and end customers may cease purchasing our products at any time.
  • We have made and may in the future make acquisitions and investments, which involve numerous risks.
  • We may not be able to successfully integrate the businesses and personnel of acquired companies and businesses, and may not realize the anticipated synergies and benefits of such acquisitions.
  • We face significant competition from other companies, many of which have substantially greater resources than we do.
  • We may not be able to keep pace with technological advances and we depend on advances in technology by other companies.
  • We may be unable to acquire additional aircraft to support our Training segment on acceptable terms or at all.
  • Due to the nature of our products and services, a product safety failure, quality issue or other failure affecting our or our customers’ or suppliers’ products or systems could seriously harm our business.
The other 53 risks
  • Our customers may experience service failures or interruptions due to defects in the software, infrastructure, components or engineering system that compromise our products and services, or due to errors in product installation, any of which could harm our business.
  • Our future success depends on the continuing efforts of our key personnel and on our ability to attract and retain highly skilled personnel and senior management.
  • We rely on a limited number of suppliers in Canada and Europe for critical components and raw materials used to manufacture and develop our products. If we are forced to use suppliers outside these jurisdictions and, as a result, such materials become scarce or unavailable, or such suppliers fail, then we may incur delays in development, manufacture and delivery of our products, which could damage our business.
  • We rely on independent dealers and distributors to sell our Avionics products, and disruption to these channels would harm our business.
  • We currently, and may in the future, use and develop generative AI technologies throughout our business, which may expose us to certain regulatory and other risks that could adversely affect our results of operations and financial condition.
  • If our information technology systems or data, or those of the third parties with whom we work, are or were compromised, we could experience adverse consequences resulting from such compromise, including but not limited to regulatory investigations or actions; litigation; fines and penalties; disruptions of our business operations; reputational harm; loss of revenue or profits; loss of customers or sales; and other adverse consequences, risks which are amplified by our work for world governments.
  • Our commercial aviation products, systems and services businesses are affected by global demand and economic factors that could negatively impact our financial results.
  • Extreme weather, natural disasters and other adverse events could have a material adverse effect on our business, results of operations and financial condition.
  • The sizes of the markets for our current and future solutions may be smaller than we estimate.
  • The market for eVTOL aircraft and electric air mobility has not been clearly defined, is still emerging and may not achieve the growth potential we expect or may grow more slowly than expected, which may harm our business, financial condition, and results of operations.
  • We are still developing our eVTOL aircraft, have not yet obtained FAA certification of our eVTOL aircraft under development and we have yet to manufacture or deliver any aircraft to customers, which makes evaluating our business and future prospects difficult and increases the risk of investment.
  • There may be reluctance by consumers to adopt a new form of mobility, or an unwillingness to pay aircraft operators’ projected prices.
  • Operators of our aircraft may be unable to reduce end-user pricing over time at rates sufficient to stimulate demand for our aircraft, drive expected growth and accomplish planned production.
  • Our aircraft may not perform at the level we expect, and may have design or manufacturing deficiencies, such as higher than expected noise profiles, lower payloads than initially estimated, shorter ranges and/or shorter useful lives than we anticipate.
  • Accidents or safety incidents involving eVTOL aircraft, us or our competitors could have a material adverse effect on our business, financial condition, and results of operations.
  • If we experience harm to our reputation and brand by customers, employees or operators, our business, financial condition, and results of operations could be adversely affected.
  • In order to reach production for our aircraft, we need to develop complex software and technology systems in coordination with our partners and suppliers, and there can be no assurance such systems will be successfully developed.
  • We may not be able to produce aircraft in the volumes or on the timelines that we anticipate.
  • The anticipated benefits of potential joint ventures may not be fully realized or take longer to realize than expected. In addition, our joint venture investments could expose us to risks and liabilities in connection with the formation of the new joint ventures, the operation of such joint ventures without sole decision-making authority, and our reliance on joint venture partners who may have economic and business interests that are inconsistent with our business interests.
  • Risks Related to Our U.S. Government Contracts
  • We are subject to extensive government regulation, and our failure to comply with applicable regulations may subject us to significant financial liability, penalties, and other government actions that restrict our ability to conduct our business.
  • U.S. government contracts are subject to a competitive bidding process, are generally not fully funded at inception, and contain certain terms that may be unfavorable to us, which could result in contracts and opportunities consuming significant resources without generating revenue or profit.
  • We rely to a significant degree on sales to the U.S. government, particularly to agencies of the Department of Defense/Department of War, and a decline in government budgets, funding, changes in spending or budgetary priorities, or delays in contract awards may materially adversely affect our future revenue, business, financial condition, results of operations, cash flow and equity.
  • The U.S. government may modify, curtail or terminate one or more of our contracts.
  • Our business may benefit in part from government funding, and our inability to receive such financial support could harm our business.
  • Shutdowns of the U.S. federal government could materially impair our business and financial condition.
  • Risks Related to Legal and Regulatory Requirements
  • Many of our products and services are subject to local, state, federal and international regulatory frameworks that are costly to comply with, are subject to interpretation, may be dependent on political pressures and factors and/or are subject to change.
  • Our business is highly regulated and our ability to generate revenues and profit may be limited by regulatory restrictions and/or changes and the speed with which such restrictions and/or changes occur.
  • We are subject to the risks associated with conducting international business operations.
  • Our international operations require us to comply with U.S. and certain foreign anti-corruption laws and regulations, export and import controls, economic sanctions and embargoes. We could face liability and other serious consequences for violations, which could materially adversely affect our business and reputation.
  • We may be unable to source and sell our products profitably or at all if new trade protections are imposed or existing protections become more burdensome.
  • Risks Related to Our Intellectual Property
  • If we fail to protect, or incur significant costs in defending or enforcing, our intellectual property and other proprietary rights, our business, financial condition, and results of operations could be materially harmed.
  • We may be sued by third parties for alleged infringement of their proprietary rights, which could be costly, time-consuming and limit our ability to use certain technologies in the future.
  • Risks Related to Tax and Accounting Matters
  • Our ability to use our net operating loss carryforwards and certain tax credit carryforwards may be subject to limitation.
  • We have identified material weaknesses in our internal control over financial reporting. If we are unable to effectively remediate these material weaknesses, identify additional material weaknesses in the future, or otherwise fail to maintain effective internal control over financial reporting, then we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business.
  • A failure to establish and maintain an effective system of disclosure controls and internal control over financial reporting, could adversely affect our ability to produce timely and accurate financial statements or comply with applicable regulations.
  • Our corporate structure and intercompany arrangements are subject to the tax laws of various jurisdictions, which are subject to change, and we could be obligated to pay additional taxes, which would harm our results of operations.
  • Future changes in financial accounting standards or practices may cause adverse and unexpected revenue fluctuations and adversely affect our reported results of operations.
  • Risks Related Ownership of Our Common Stock
  • An active trading market for our common stock may not continue to develop or be sustained.
  • The trading price of our common stock may be volatile, and you could lose all or part of your investment.
  • We do not intend to pay dividends on our common stock so any returns will be limited to the value of our stock.
  • Our principal stockholders and management own a significant percentage of our stock and are able to exert significant control over matters subject to stockholder approval.
  • Our management team has limited experience managing a public company.
  • Future issuances of debt or equity securities may adversely affect us, including the market price of our common stock, and may be dilutive to existing stockholders.
  • Any issuance of additional capital stock in connection with financings, acquisitions, investments, our stock incentive plan or otherwise will dilute all other stockholders.
  • Future sales, or the perception of future sales, by us or our stockholders in the public market could cause the market price for our common stock to decline.
  • We are an emerging growth company and a smaller reporting company and the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies may make our common stock less attractive to investors.
  • Delaware law and provisions in our amended and restated certificate of incorporation and amended and restated bylaws could make a merger, tender offer or proxy contest difficult, thereby depressing the trading price of our common stock.
  • Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware and any appellate court therefrom are the exclusive forums 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.
  • If securities analysts do not publish research or reports about our business or if they downgrade our common stock or our sector, our common stock price and trading volume could decline.
  • General Risk Factors
  • We will incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives and corporate governance practices.
  • Our business and financial performance could be adversely affected by inflation.
  • We cannot predict the consequences of future macroeconomic conditions or geopolitical events, but they may adversely affect market and economic conditions, the markets in which we operate, our ability to insure against risks, our operations or our profitability.
  • Our quarterly results of operations, revenues and cash flows may fluctuate from period to period due to a number of factors, which makes predicting financial results difficult.

Legal proceedings

We are not a party to any material legal proceedings and are not aware of any pending or threatened claims. From time to time, we may be subject to various legal proceedings and claims that arise in the ordinary course of our business activities. Regardless of outcome, such proceedings or claims can have an adverse impact on us because of defense and settlement costs, diversion of resources and other factors, and there can be no assurances that favorable outcomes will be obtained.

The opening of Item 3, Legal Proceedings.5

Sources

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