Overview
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- TickerDAIC on Nasdaq1
- IndustryServices-Computer Integrated Systems Design1
- HeadquartersBethesda, Maryland1
- Incorporated inDE2
- Business address7500 Old Georgetown Road, Suite 901, Bethesda, Md 208142
- Filer category, Emerging growth company2
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Passive RFID (including Bluetooth and 5G), in-process locating system, Dolly Management, and related supported software applications.4 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
Where the money goes
Where each dollar of revenue went, fiscal 2025
- Cost of revenue54¢$3.1M
- Research and development25¢$1.4M
- Other costs21¢$1.2M
Out of $5.8M in revenue.5 The company lost money this year.
Financial statements
Every line of the income statement as filed: the last 2 fiscal years, latest first.5
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Revenue | $5.8M | $172.7K |
| Cost of goods sold | $3.1M | $43.6K |
| Gross profit | $2.7M | $129.0K |
| General and administrative | $6.8M | $1.6M |
| Research and development | $1.4M | $850.3K |
| Sales and marketing | $3.7M | $2.7M |
| Acquisition and integration | $1.2M | $2.0M |
| Depreciation and amortization | $36.5K | |
| Total operating expenses | $13.1M | $7.2M |
| Loss from operations | -$10.4M | -$7.0M |
| Interest expense | -$404.6K | |
| Change in fair value of SAFE notes | -$17.4M | -$14.5M |
| Change in fair value of derivative liabilities | $158.2K | |
| Business combination transaction costs | -$2.7M | |
| Loss on extinguishment of debt | -$5.7M | |
| Loss on issuance of shares | -$246.2K | |
| Total other expenses | -$26.3M | -$14.5M |
| Loss before income taxes | -$36.7M | -$21.5M |
| Provision for income taxes | $581 | |
| Net loss | -$36.7M | -$21.5M |
| Basic (in Dollars per share) | -$1.78 | -$1.78 |
| Diluted (in Dollars per share) | -$1.78 | -$1.78 |
| Basic (in Shares) | 20.6M shares | 12.1M shares |
| Diluted (in Shares) | 20.6M shares | 12.1M shares |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 3 fiscal years (annual) or 3 quarters (quarterly), latest first.5
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Cash | $865.6K | $721.0K | $605.8K |
| Accounts receivable | $3.6M | $50.3K | |
| Inventory | $1.4M | $65.2K | |
| Prepaid expenses and other current assets | $480.9K | $167.6K | |
| Total current assets | $6.4M | $1.0M | |
| Property and equipment, net | $645.2K | $11.3K | |
| Operating lease right-of-use assets (ROU) | $701.9K | $307.9K | |
| Capitalized software development costs | $2.9M | $1.8M | |
| Other long-term assets | $27.9K | $12.1K | |
| Total long-term assets | $4.3M | $2.1M | |
| Total assets | $10.7M | $3.1M | |
| Accounts payable | $4.1M | $770.3K | |
| Accrued expenses | $1.8M | $24.2K | |
| Accrued compensation | $177.2K | $246.7K | |
| Accrued franchise taxes | $8.4K | ||
| Derivative liabilities | $78.6K | ||
| Short-term debt, net | $1.5M | ||
| Deferred revenue, current portion | $236.0K | $1.1M | |
| Operating lease liabilities, current portion | $140.0K | $36.2K | |
| Total current liabilities | $8.1M | $2.2M | |
| SAFE notes | $23.3M | ||
| Deferred revenue, net of current portion | $1.7M | $1.6M | |
| Operating lease liabilities, net of current portion | $577.7K | $265.4K | |
| Total long-term liabilities | $2.3M | $25.2M | |
| Total liabilities | $10.5M | $27.4M | |
| Common stock, $0.0001 par value; 300,000,000 shares authorized; 29,273,321 and 12,210,718 shares issued and outstanding as of December 31, 2025 and 2024, respectively | $2.9K | $1.2K | |
| Additional paid-in capital | $61.7M | $438.1K | |
| Accumulated deficit | -$61.5M | -$24.7M | |
| Total shareholders equity (deficit) | $239.5K | -$24.3M | -$3.0M |
| Total liabilities and shareholders equity (deficit) | $10.7M | $3.1M | |
| Common stock, par value (in Dollars per share) | $0.00 | $0.00 | |
| Common stock, shares authorized (in Shares) | 300.0M shares | 300.0M shares | |
| Common stock, shares issued (in Shares) | 29.3M shares | 12.2M shares | |
| Common stock, shares outstanding (in Shares) | 29.3M shares | 12.2M shares |
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Cash | $865.6K | $721.0K | $605.8K |
| Accounts receivable | $3.6M | $50.3K | |
| Inventory | $1.4M | $65.2K | |
| Prepaid expenses and other current assets | $480.9K | $167.6K | |
| Total current assets | $6.4M | $1.0M | |
| Property and equipment, net | $645.2K | $11.3K | |
| Operating lease right-of-use assets (ROU) | $701.9K | $307.9K | |
| Capitalized software development costs | $2.9M | $1.8M | |
| Other long-term assets | $27.9K | $12.1K | |
| Total long-term assets | $4.3M | $2.1M | |
| Total assets | $10.7M | $3.1M | |
| Accounts payable | $4.1M | $770.3K | |
| Accrued expenses | $1.8M | $24.2K | |
| Accrued compensation | $177.2K | $246.7K | |
| Accrued franchise taxes | $8.4K | ||
| Derivative liabilities | $78.6K | ||
| Short-term debt, net | $1.5M | ||
| Deferred revenue, current portion | $236.0K | $1.1M | |
| Operating lease liabilities, current portion | $140.0K | $36.2K | |
| Total current liabilities | $8.1M | $2.2M | |
| SAFE notes | $23.3M | ||
| Deferred revenue, net of current portion | $1.7M | $1.6M | |
| Operating lease liabilities, net of current portion | $577.7K | $265.4K | |
| Total long-term liabilities | $2.3M | $25.2M | |
| Total liabilities | $10.5M | $27.4M | |
| Common stock, $0.0001 par value; 300,000,000 shares authorized; 29,273,321 and 12,210,718 shares issued and outstanding as of December 31, 2025 and 2024, respectively | $2.9K | $1.2K | |
| Additional paid-in capital | $61.7M | $438.1K | |
| Accumulated deficit | -$61.5M | -$24.7M | |
| Total shareholders equity (deficit) | $239.5K | -$24.3M | -$3.0M |
| Total liabilities and shareholders equity (deficit) | $10.7M | $3.1M | |
| Common stock, par value (in Dollars per share) | $0.00 | $0.00 | |
| Common stock, shares authorized (in Shares) | 300.0M shares | 300.0M shares | |
| Common stock, shares issued (in Shares) | 29.3M shares | 12.2M shares | |
| Common stock, shares outstanding (in Shares) | 29.3M shares | 12.2M shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 2 fiscal years, latest first.5
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Net loss | -$36.7M | -$21.5M |
| Depreciation and amortization | $36.5K | |
| Amortization of debt origination fees | $15.8K | |
| Change in fair value of SAFE notes | $17.4M | $14.5M |
| Change in fair value of derivative liabilities | -$158.2K | |
| Transaction costs paid in shares | $156.9K | |
| Share-based compensation expense | $37.8K | $197.0K |
| Noncash operating lease expense | $98.8K | $37.7K |
| Loss on debt extinguishment | $5.7M | |
| Loss on share issuance | $246.2K | |
| Reverse recapitalization transaction | $566.1K | |
| Fair value of shares issued as commitment fee | $350.0K | |
| Accounts receivable | -$3.6M | -$45.5K |
| Prepaid expenses and other assets | -$311.5K | -$35.1K |
| Inventory | -$1.4M | -$65.2K |
| Accounts payable | $3.4M | $768.5K |
| Accrued expense | $1.8M | $714 |
| Accrued compensation | -$69.5K | $227.9K |
| Accrued franchise taxes | $8.4K | |
| Operating lease liabilities | -$94.5K | -$43.9K |
| Deferred revenue | -$728.7K | $2.7M |
| Net cash used in operating activities | -$13.3M | -$3.3M |
| Purchase of property and equipment | -$670.4K | |
| Capitalized software development costs | -$1.2M | -$834.2K |
| Net cash used in investing activities | -$1.8M | -$834.2K |
| Proceeds from issuance of bridge loans | $2.9M | |
| Proceeds from issuance of SAFE notes | $23.8K | $4.2M |
| Proceeds from issuance of short term loan, net | $2.0M | |
| Proceeds from issuance of new shares | $555.0K | |
| Payment of debt origination fees | -$190.0K | |
| Repayment of bridge loans | -$1.4M | |
| Repayment of short term loan | -$48.3K | |
| Proceeds from PIPE investments | $10.8M | |
| Purchase of common stock | -$5.0M | |
| Proceeds from Trust account | $5.6M | |
| Net cash provided by financing activities | $15.2M | $4.2M |
| Net increase in cash during the year | $144.6K | $115.3K |
| Right-of-use asset obtained in exchange for lease liability | $482.2K | $324.4K |
| Conversion of SAFE notes to equity | $40.7M | |
| Conversion of short-term debt to equity | $8.6M | |
| Cash paid for interest | $377.0K |
No quarter-by-quarter statement was filed.
Corporate structure
CID Holdco, Inc. sits at the top of its group. 3 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of CID Holdco, Inc.
- White Lion Capital LLC Filed SCHEDULE 13G on CID Holdco, Inc., latest Jun 15, 2026
- William Tremaine Reny Filed SCHEDULE 13D/A on CID Holdco, Inc., latest Dec 30, 2025 (2 filings since Nov 14, 2025)
- Phyllis W. Newhouse Filed SCHEDULE 13D on CID Holdco, Inc., latest Jul 18, 2025
- CID Holdco, Inc. Bethesda, Maryland
- SEE ID, Inc. Subsidiary · Nevada, United States
- ShoulderUp Technology Acquisition Corp. Subsidiary · Delaware, United States
Built from 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 CID Holdco, 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
| Item | Latest | A year before | Change |
|---|---|---|---|
| Accumulated depreciation | $36.5K5 Dec 31, 2025 | ||
| Property and equipment, net | $645.2K5 Dec 31, 2025 | $11.3K5 Dec 31, 2024 | +5617.2% |
| Operating-lease assets (leased space) | $701.9K5 Dec 31, 2025 | $307.9K5 Dec 31, 2024 | +128.0% |
Inventory
| Item | Latest | A year before | Change |
|---|---|---|---|
| Inventory, total | $1.4M5 Dec 31, 2025 | $65.2K5 Dec 31, 2024 | +2093.0% |
| Raw materials | $1.1M5 Dec 31, 2025 | $65.2K5 Dec 31, 2024 | +1531.4% |
| Finished goods | $116.1K5 Dec 31, 2025 |
Properties, in its own words
In June 2024, the Company entered into a non-cancelable operating lease agreement for a facility located in Bethesda, Maryland. The lease commenced on July 1, 2024 and has a term of 63 months. The initial base rent is approximately $7,000 per month and increases annually by 3%. In addition to base rent, the Company is responsible for its proportionate share of expenses associated with the facility and the premises.
In January 2025, the Company entered into a non-cancelable operating lease agreement with an unrelated third party for a 16,000 square foot facility located in Puerto Rico. The lease commenced on February 1, 2025 on a month-to-month basis and converted to a long-term lease effective June 1, 2025 with an initial term of five years. The base rent is $7.00 per square foot, or approximately $9,333 per month, for the first two years, increasing to $7.50 per square foot in the third year and increasing by 3% annually thereafter. Under the terms of the lease, the Company is responsible for its own utilities and a proportionate share of operating expenses of the premises, not to exceed $3.25 per square foot. As of December 31, 2025, the Company had two operating leases.
Item 2 of the 10-K filed Mar 11, 2026.4
Leadership
Who has led CID Holdco, Inc., and when. Pick a name to see everywhere that person has worked.
Chief executive
Chief financial officer
Chief operating officer
- Chief executive officerEdmund S. Nabrotzky Nov 12, 2025 to now8
- Chief financial officerCharles K. Maddox Nov 12, 2025 to now9
- Chief operating officerCharles K. Maddox Nov 12, 2025 to now9
Board members and other officers (7)
- Board memberPhyllis W. Newhouse Jul 9, 2025 to now10
- Board memberJeffrey Saling Jul 31, 2025 to now11
- Board memberJoanna Catherine Burkey Jul 31, 2025 to now12
- Board memberSheldon W. Paul Jul 31, 2025 to now13
- Board memberJanice Bryant Howroyd Sep 4, 2025 to now14
- Board memberWalter E. Skowronski Sep 4, 2025 to now15
- Board memberEdmund S. Nabrotzky Nov 12, 2025 to now8
Subsidiaries and ownership
Subsidiaries (Exhibit 21)
The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.
Timeline
- Oct 13, 20268-K Entered a material agreement; Completed an acquisition or sale; Listing notice or transfer16
- Sep 29, 20268-K Entered a material agreement17
- Sep 16, 20268-K Entered a material agreement; Unregistered sale of shares; Other events18
- Sep 1, 20268-K Listing notice or transfer; Regulation FD disclosure19
- Aug 18, 20268-K Debt or obligation accelerated; Listing notice or transfer20
- Aug 12, 20268-K Listing notice or transfer; Regulation FD disclosure21
- Jul 29, 20268-K Ended a material agreement22
- Jul 22, 20268-K Entered a material agreement; Unregistered sale of shares; Change to shareholders' rights23
- Jul 2, 20268-K Entered a material agreement; Ended a material agreement; New debt or obligation24
- Jun 10, 20268-K Other events25
- Jun 3, 20268-K Regulation FD disclosure26
- May 29, 20268-K New debt or obligation; Unregistered sale of shares; Executive or director change27
- Nov 12, 2025New chief executive Edmund S. Nabrotzky becomes CEO8
Calendar
When it reported results
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
115 filings to the SEC since October 2021: 1 annual reports, 5 quarterly reports, 29 major events, 16 insider forms, 4 large holders, 60 other. The latest 20:
- Oct 15, 20263 PRIMARY DOCUMENT EDGAR
- Oct 15, 20263 PRIMARY DOCUMENT EDGAR
- Oct 13, 20264 PRIMARY DOCUMENT EDGAR
- Oct 13, 20264 PRIMARY DOCUMENT EDGAR
- Oct 13, 20264 PRIMARY DOCUMENT EDGAR
- Oct 13, 2026DEFA14A CURRENT REPORT EDGAR
- Oct 13, 20268-K CURRENT REPORT EDGAR
- Oct 13, 2026144 EDGAR
- Oct 2, 202610-Q/A AMENDMENT NO. 1 TO FORM 10-Q EDGAR
- Sep 29, 2026DEFA14A CURRENT REPORT EDGAR
- Sep 29, 20268-K CURRENT REPORT EDGAR
- Sep 25, 202610-Q QUARTERLY REPORT EDGAR
- Sep 16, 2026DEFA14A CURRENT REPORT EDGAR
- Sep 16, 20268-K CURRENT REPORT EDGAR
- Sep 1, 20268-K EDGAR
- Aug 18, 20268-K CURRENT REPORT EDGAR
- Aug 18, 2026NT 10-Q NOTIFICATION OF LATE FILING EDGAR
- Aug 12, 20268-K CURRENT REPORT EDGAR
- Jul 29, 20268-K CURRENT REPORT EDGAR
- Jul 22, 2026DEFA14A CURRENT REPORT EDGAR
The 115 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.
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.
- White Lion Capital LLCSCHEDULE 13G, 1 filing Jun 15, 202630
- William Tremaine RenySCHEDULE 13D/A, 2 filings Nov 14, 2025 to Dec 30, 202531
- Phyllis W. NewhouseSCHEDULE 13D, 1 filing Jul 18, 202532
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.
Held by these funds
The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.
| Fund | Shares | Value | Share of the fund | Change |
|---|---|---|---|---|
| MYDA Advisors LLC | 50,000 | $87.0K | 0.0% | New |
| Mutual Advisors, LLC | 10,784 | $18.8K | 0.0% | New |
| UBS Group AG | 6,347 | $11.0K | 0.0% | New |
| Moore Capital Management, LP | 6,266 | $10.9K | 0.0% | New |
| Tower Research Capital LLC (TRC) | 4,077 | $7.1K | 0.0% | New |
| Highbridge Capital Management LLC | 4,000 | $6.7K | 0.0% | New |
| DecisionPoint Financial, LLC | 2,735 | $5.1K | 0.0% | New |
| Vanguard Capital Management LLC | 2,871 | $5.0K | 0.0% | New |
| Continuum Advisory, LLC | 205 | $357 | 0.0% | New |
| Allworth Financial LP | 36 | $63 | 0.0% | New |
| Crewe Advisors LLC | 16 | $28 | 0.0% | New |
| SBI Securities Co., Ltd. | 5 | $9 | 0.0% | New |
| Us Bancorp \de\ | 3 | $5 | 0.0% | New |
| Signaturefd, LLC | 1 | $2 | 0.0% | New |
13F reports cover disclosed long positions in U.S. stocks only.
SEC filer profile
How CID Holdco, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARCID Holdco, Inc.1
- CIK0002033770
- Employer ID (EIN)99-25788504
- Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company4
- Incorporated inDelaware4
- Fiscal year endsDecember 311
- Industry code (SIC)7373 Services-Computer Integrated Systems Design1
- SEC reviewing officeOffice of Technology, Division of Corporation Finance1
- Business address7500 Old Georgetown Road, Suite 901, Bethesda, MD 208141
- Phone302-332-41221
- Shares outstanding2,337,767 as of Sep 24, 202634
- Public float$7.2M as of Mar 10, 20264
- AuditorCarr, Riggs & Ingram L.L.C., Palm Beach Gardens, Florida PCAOB ID 213; no auditor attestation of internal control over financial reporting4
- On EDGAR sinceSep 11, 20241
- Filings115 in all: 8-K (27), 3 (11), CORRESP (9), UPLOAD (8), DEFA14A (6), S-4/A (6), 4 (5), 424B3 (5)1
All 31 form types
EFFECT (5), 10-Q (4), S-1 (3), S-8 (3), 8-K/A (2), NT 10-Q (2), POS AM (2), SCHEDULE 13D (2), 10-K (1), 10-Q/A (1), 144 (1), 424B7 (1), 425 (1), 8-A12B (1), ARS (1), CERT (1), DEF 14A (1), PRE 14A (1), S-1/A (1), S-4 (1), S-4MEF (1), SCHEDULE 13D/A (1), SCHEDULE 13G (1)
- Latest filingsAnnual report (10-K) Mar 11, 2026
Quarterly report (10-Q) Sep 25, 2026
Proxy statement (DEF 14A) Apr 17, 2026
Latest 8-K (8-K) Oct 13, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Common Stock, par value of $0.0001 per share | DAIC | Nasdaq |
| Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per share | DAICW | Nasdaq |
From the cover page of the 10-K filed Mar 11, 2026 (Section 12(b) of the Exchange Act).4
Risk factors and legal proceedings
The risks CID Holdco, Inc. names in Item 1A of its 10-K filed Mar 11, 2026: 74 risks under these headings, as written.4
- General Business and Industry Risks
- Risks Associated with the Company
- Risks Related to Our Business and Industry
- We have identified material weaknesses in our internal control over financial reporting and may identify additional material weaknesses in the future or fail to maintain an effective system of internal control over financial reporting.
- Accounting Personnel and Financial Reporting Controls.
- Fair Value Calculation Controls.
- Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”
- Our rapid growth makes it difficult to evaluate our future financial position and increases the risk that we will not continue to grow at or near historical rates.
- We face risks associated with the growth of our business in new use cases.
- If we fail to effectively manage our growth, our business and results of operations could be harmed.
- If we are unable to attract new customers, our future revenue and results of operations will be harmed.
- If we are unable to retain and expand our relationships with existing customers, our financial position and results of operations will be harmed.
The other 65 risks
- Certain estimates of market opportunity and forecasts of market growth included in this Annual Report may prove to be inaccurate.
- We may not be able to successfully execute our strategic initiatives or meet our long-term financial goals.
- Our dependence on a limited number of joint design manufacturers and suppliers of manufacturing services and critical components within our supply chain for our IoT devices may adversely affect our results of operations.
- Our dependence on a key supplier in Israel and the possibility of having to switch suppliers may adversely affect our results of operations.
- If we are not able to develop and timely introduce new solutions and features for our Dot Cloud SaaS platform that achieve market acceptance, keep pace with technological developments, and meet emerging regulatory requirements, our business, financial condition, and results of operations would be harmed.
- Our sales pipeline is immature, and as such, revenue forecasts and projections are likely to be unstable through fiscal year 2026.
- The length of our sales cycle can be unpredictable, particularly with respect to sales to large customers, and our sales efforts may require considerable time and expense.
- If we fail to adapt and respond effectively to rapidly changing technology, evolving industry standards, changing regulations, or changing customer needs, requirements or preferences, our Dot Cloud SaaS platform may become less competitive.
- We face intense and increasing competition, and we may not be able to compete effectively, which could reduce demand for our solution and adversely affect our business, revenue growth, and market share.
- If we do not develop devices that are compatible with third-party hardware, software and infrastructure, including the many evolving wireless industry standards, our ability to introduce and sell new subscriptions to access our Dot Cloud SaaS platform could suffer.
- The competitive position of our Dot Cloud SaaS platform depends in part on its ability to operate with a wide variety of data sources and infrastructure, and if we are not successful in maintaining and expanding the compatibility of our solutions with such data sources and infrastructure, our business, financial condition, and results of operations could be adversely impacted.
- Our ability to grow our business is dependent in part on strategic relationships we develop and maintain with third parties.
- Changes in our subscription or pricing models could adversely affect our business, financial condition and results of operations.
- Our results of operations and our business metrics are likely to fluctuate significantly on a quarterly basis in future periods and may not fully reflect the underlying performance of our business, which makes our future results difficult to predict and could cause our results of operations to fall below expectations.
- If we are unable to achieve and sustain a level of liquidity sufficient to support our operations and fulfill our obligations, our business, financial condition, and results of operations could be adversely affected.
- Our business is exposed to risks related to third-party financing of our customers’ subscriptions to our Dot Cloud SaaS platform.
- We may not be able to maintain and expand our business if we are not able to hire, retain and manage qualified personnel, and in particular, our key personnel.
- Our ability to achieve customer renewals and increase sales of our products is dependent on the quality of our customer success and support teams, and our failure to offer high quality support would have an adverse effect on our business, reputation, and results of operations.
- If we are not able to maintain and enhance our brand, our business, financial condition, and results of operations may be harmed.
- If we cannot maintain our company culture as we grow, our success and our business and competitive position may be harmed.
- We typically provide service-level commitments under our subscription agreements. If we fail to meet these contractual commitments, we could be obligated to provide credits for future service or face subscription termination with refunds of prepaid amounts, which would lower our revenue and harm our business, financial condition, and results of operations.
- A real or perceived defect, security vulnerability, error, or performance failure in our Dot Cloud SaaS platform could cause us to lose revenue, damage our reputation, and expose us to liability, and our product liability insurance may not adequately protect us.
- Challenges in implementation or incorrect use of, or our customers’ failure to update, our solution could result in customer dissatisfaction and negatively affect our business and growth prospects.
- Acquisitions, strategic investments, partnerships, or alliances could be difficult to identify, pose integration challenges, divert the attention of management, disrupt our business, dilute stockholder value, and adversely affect our business, financial condition, and results of operations.
- We may require additional capital to fund our business and support our growth, and any inability to generate or obtain such capital may adversely affect our business and financial condition.
- We may not generate sufficient cash to service our indebtedness, and the terms of our new senior secured convertible facility could materially and adversely affect us.
- We may be subject to product liability, warranty and recall claims that may increase the costs of doing business and adversely affect our business, financial condition, and results of operations.
- If currency exchange rates fluctuate substantially in the future, the results of our operations, which are reported in U.S. dollars, could be adversely affected.
- Managing the supply of our devices is complex. Insufficient supply and inventory may result in lost sales opportunities or delayed revenue, while excess inventory may harm our gross margins.
- Our business may be materially and adversely impacted by U.S. and global market and economic conditions adverse to industries that depend on physical operations.
- Business disruptions could have serious adverse consequences on our future revenue and financial condition and result in losses that may not be covered by insurance.
- Our current operations are international in scope, and we plan further geographic expansion, creating a variety of operational challenges.
- Our wholly-owned subsidiary in Puerto Rico has been granted certain incentives under Act 60 (described below), and the validity of these incentives are conditioned on our continuous compliance with the terms and conditions of the grant.
- We have entered into, or expect to enter into, various arrangements with our subsidiary in Puerto Rico regarding the intercompany provision of services. Applicable taxing authorities could challenge the prices for these services.
- Legal, Regulatory or Compliance Risks
- Changes in applicable tax laws, regulations or administrative interpretations thereof may materially adversely affect our financial condition, results of operations and cash flows.
- Failure to comply with anti-corruption and anti-money laundering laws, including the FCPA and similar laws associated with our activities outside of the United States, could subject us to penalties and other adverse consequences.
- The federal government or independent standards organizations may implement significant regulations or standards that could adversely affect our ability to produce or market our products.
- Failure to comply with laws and regulations applicable to our business could subject us to fines and penalties and could also cause us to lose customers or otherwise harm our business.
- Our failure to comply with the requirements of applicable environmental legislation and regulation could have a material adverse effect on our revenue and profitability.
- Failure to comply with laws, regulations, or contractual provisions applicable to our business could cause us to lose government customers or our ability to contract with the U.S. and other governments.
- We are required to comply with governmental export control, economic sanctions and import laws and regulations. Our failure to comply with these laws and regulations could have an adverse effect on our business, financial condition, and results of operations.
- Regulations related to conflict minerals may cause us to incur additional expenses and could limit the supply and increase the costs of certain metals used in the manufacturing of our products.
- Regulation changes in the use of artificial intelligence are unpredictable and therefore we are not able to accurately predict how potential regulatory changes in artificial intelligence space may affect our current and future offerings.
- We may face fines, penalties, or other costs, either directly or vicariously, if any of our partners, resellers, contractors, vendors or other third parties fail to adhere to their compliance obligations under our policies and applicable law.
- Risks Related to Cybersecurity and Technology
- Security incidents or real or perceived errors, failures or bugs in our systems or our website could impair our operations, result in loss of personal customer information, damage our reputation, and brand, and harm our business and operating results.
- If we experience a security breach or incident affecting our customers’ assets or data, our data or devices, our Dot Cloud SaaS platform, or other systems, our Dot Cloud SaaS platform may be perceived as not being secure, our reputation may be harmed and our business could be materially and adversely affected.
- Abuse or misuse of our internal platform controls and system tools could cause significant harm to our business and reputation.
- Business disruptions or performance problems associated with our technology and infrastructure, including interruptions, delays, or failures in service from our third-party data center hosting facilities and other third-party services, could adversely affect our results of operations.
- We may be unable to prevent or address the misappropriation of our data.
- We rely on third-party software for certain essential financial and operational services, and a failure or disruption in these services could materially and adversely affect our ability to manage our business effectively.
- Failure to protect our proprietary technology and intellectual property rights could substantially harm our business and results of operations.
- There can be no assurance that our patents or patent applications will be enforceable or otherwise upheld as valid.
- Confidentiality agreements with employees and others may not adequately prevent disclosure of trade secrets and other proprietary information.
- We may become subject to intellectual property disputes, which are costly and may subject us to significant liability and increased costs of doing business.
- Our exposure to risks associated with the use of intellectual property may be increased as a result of acquisitions.
- Issues in the use of artificial intelligence (“AI”) in our solution may result in reputational harm or liability.
- Our use of open source software could negatively affect our ability to sell subscriptions to our Dot Cloud SaaS platform and subject us to possible litigation.
- Indemnity provisions in various agreements potentially expose us to substantial liability for intellectual property infringement, misappropriation, violation, and other losses.
- We rely on the availability of licenses to third-party technology that may be difficult to replace or that may cause errors or delay implementation of our solution should we not be able to continue or obtain a commercially reasonable license to such technology.
- Risks Related to Being a Public Company
- The market price and trading volume of our Common Stock and Public Warrants may be highly volatile and could decline significantly.
- Our management team has limited experience managing a public company.
- If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our shares or if our results of operations do not meet their expectations, our share price and trading volume could decline.
- As a public company, we are subject to additional laws, regulations, and stock exchange listing standards, which impose additional costs on us and may strain our resources and divert our management’s attention.
- Failure to meet the continued listing requirements of Nasdaq could result in a delisting of our Common Stock, which could have a material adverse effect on the liquidity of our Common Stock.
- Our Charter provides that the Court of Chancery of the State of Delaware, or the federal district courts within the State of Delaware if the Court of Chancery does not have jurisdiction, will be the 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. These exclusive-forum provisions do not apply to claims under the Securities Act or the Exchange Act.
Sources
The numbers on this page point here. Each one links to the record it came from.
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- 10SEC EDGARPhyllis W. Newhouse, Board member
- 11SEC EDGARJeffrey Saling, Board member
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- 13SEC EDGARSheldon W. Paul, Board member
- 14SEC EDGARJanice Bryant Howroyd, Board member
- 15SEC EDGARWalter E. Skowronski, Board member
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- 17SEC EDGAREntered a material agreement
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- 22SEC EDGAREnded a material agreement
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- 25SEC EDGAROther events
- 26SEC EDGARRegulation FD disclosure
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