FABC on Nasdaq

WPCS International

Engineering firm based in Exton, Pennsylvania, United States1

WPCS International Incorporated (Nasdaq: WPCS) is an American corporation with global operations that is headquartered in Exton, Pennsylvania. The company is a design-build engineering firm focused on the deployment of wireless networks and related services including site design, technology integration, electrical contracting, construction and maintenance.3 Its shares trade on Nasdaq under the symbol FABC.1 Wikipedia text CC BY-SA 4.0

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Last updated Oct 21, 2026.

Overview

2002Founded1

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  • TickerFABC on Nasdaq1
  • IndustryCommunications Services, NEC1
  • HeadquartersPhiladelphia1
  • Websitewww.wpcs.com
  • Incorporated inDE4
  • Business address900 E. Old Settlers Boulevard, Suite 100, Round Rock, Tx 786644
  • Filer categoryNon-accelerated filer, Smaller reporting company4
  • Legal formCorporation

WPCS International Incorporated (Nasdaq: WPCS) is an American corporation with global operations that is headquartered in Exton, Pennsylvania. The company is a design-build engineering firm focused on the deployment of wireless networks and related services including site design, technology integration, electrical contracting, construction and maintenance. WPCS serves the specialty communication systems sector which includes public services, healthcare and alternative energy and the wireless infrastructure sector which includes work performed for commercial wireless carriers. WPCS has a diverse customer base of corporations, government entities and education institutions worldwide. WPCS was founded in 2002 by Andrew Hidalgo and has approximately 500 employees.3

Financials

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

Key numbers, fiscal 2024

-10328.5%Gross margin5
-30382.4%Operating margin5
-2752.5%Net margin5
-87.2%Revenue growth, 20245
-37.5%Return on equity5
-$13.5MFree cash flow5

Where the money goes

Where each dollar of revenue went, fiscal 2024

  • Cost of revenue82¢$6.7M
  • Research and development18¢$1.5M

Out of $63.8K in revenue.5 The company lost money this year.

Financial statements

Revenue6789105$63.8K in 2024−93% since 2019
0$1.0M$2.0M$3.0M2019: $890.2K$890.2K20192020: $1.6M$1.6M2020+80%2021: $2.7M$2.7M2021+67%2022: $3.0M$3.0M2022+11%2023: $498.9K$498.9K2023−83%2024: $63.8K$63.8K2024−87%
Gross profit6789105-$6.6M in 2024
-$8.0M-$6.0M-$4.0M-$2.0M0$2.0M2019: $198.3K$198.3K20192020: -$166.5K-$166.5K20202021: -$2.1M-$2.1M2021+1156%2022: -$3.1M-$3.1M2022+46%2023: -$4.6M-$4.6M2023+52%2024: -$6.6M-$6.6M2024+42%
Operating income6789105-$19.4M in 2024+128% since 2019
-$40.0M-$30.0M-$20.0M-$10.0M02019: -$8.5M-$8.5M20192020: -$10.1M-$10.1M2020+19%2021: -$33.1M-$33.1M2021+228%2022: -$23.3M-$23.3M2022−30%2023: -$28.2M-$28.2M2023+21%2024: -$19.4M-$19.4M2024−31%
Net income6789105-$1.8M in 2024−80% since 2019
-$40.0M-$30.0M-$20.0M-$10.0M02019: -$8.7M-$8.7M20192020: -$10.8M-$10.8M2020+24%2021: -$33.1M-$33.1M2021+207%2022: -$22.9M-$22.9M2022−31%2023: -$34.2M-$34.2M2023+49%2024: -$1.8M-$1.8M2024−95%

Every line of the income statement as filed: the last 2 fiscal years, latest first.5

Period ending2025-12-312024-12-31
Revenue$63.8K
Cost of goods sold$956.2K$6.7M
Gross loss-$956.2K-$6.6M
Research and development$1.4M$1.5M
Sales and marketing$990.5K
General and administrative$8.1M$8.6M
Loss on impairment of long-lived assets$1.7M
Total operating expenses$9.5M$12.8M
Loss from operations-$10.5M-$19.4M
Interest income$126.6K$484.3K
Change in fair value - warrant liability-$11.6M$11.0M
Change in fair value - derivative liability$2.9M$6.7M
Unrealized loss on digital assets-$2.2M
Unrealized gain (loss) on marketable securities-$91.9K-$98.3K
Realized gain on marketable securities$409.8K$1.3M
Legal settlement-$1.1M
Vendor settlement-$647.8K
Consent and waiver fee - Series H-7-$350.0K
Other income (expense), net$196.4K-$39.3K
Total other income (expense), net-$10.6M$17.6M
Net income (loss) prior to provision for income taxes-$21.1M-$1.8M
Net income (loss)-$21.1M-$1.8M
Dividends earned on Series H-7 convertible preferred stock-$2.0M-$2.4M
Accretion of discounts to redemption value of Series H-7 convertible preferred stock-$5.1M-$8.3M
Net loss attributable to common stockholders-$28.2M-$12.4M
Net loss per share basic-$32.24-$32.25
Net loss per share diluted-$32.24-$32.25
Basic weighted average Common Stock outstanding875.2K shares385.7K shares
Diluted weighted average Common Stock outstanding875.2K shares385.7K shares

Compare WPCS International with another company

Corporate structure

WPCS International 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 WPCS International

  • ALPHA CAPITAL ANSTALT Filed SCHEDULE 13G/A on WPCS International, latest Aug 4, 2026 (4 filings since Jan 24, 2022)
  • JANE STREET GROUP, LLC Filed SCHEDULE 13G on WPCS International, latest Jun 4, 2026
  • Iroquois Capital Management, LLC Filed SCHEDULE 13G/A on WPCS International, latest May 15, 2026 (11 filings since Feb 24, 2022)
  • Kopin Corporation Filed SCHEDULE 13G on WPCS International, latest May 4, 2026
  • Diveroli Investment Group LLC Filed SCHEDULE 13D/A on WPCS International, latest May 1, 2026 (3 filings since Jul 30, 2025)
  • Natale Rea Filed SC 13D/A on WPCS International, latest Oct 29, 2024 (3 filings since Jun 10, 2024)
  • Invesco Filed SC 13G/A on WPCS International, latest Jan 10, 2022
  • WPCS International Philadelphia

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

What it owns

What WPCS International 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$5.2M10 Dec 31, 2024$5.6M10 Dec 31, 2023−7.4%
Accumulated depreciation$3.6M10 Dec 31, 2024$2.5M10 Dec 31, 2023+43.8%
Operating-lease assets (leased space)$227.2K5 Dec 31, 2025$429.8K5 Dec 31, 2024−47.1%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$5.0M5 Dec 31, 2025$16.0M5 Dec 31, 2024−68.9%
Marketable securities, current$3.2M5 Dec 31, 2025$4.1M5 Dec 31, 2024−22.5%
Deposits held (banks)$53.9K5 Dec 31, 2024$976.5K6 Dec 31, 2020−94.5%

Properties, in its own words

Our corporate headquarters is located at 1185 Avenue of the Americas, New York, NY 10036. We currently lease approximately 23,927 square feet of office space in Round Rock, Texas under a lease that expires in February 2027. The Round Rock Lease provides for a base monthly rent, and we are also responsible for real estate taxes, maintenance and other operating expenses applicable to the leased premises.

On March 11, 2025, the Company entered into the Sublease Agreement of the Round Rock Lease with a third-party, commencing on April 1, 2025, and expiring on February 28, 2027, with substantially the same terms as the Round Rock Lease. The Company remains bound to the Landlord of the Round Rock Lease for all liabilities and obligations under the Round Rock Lease.

The rest of Item 2

We believe that this facility is adequate for our present operations.

Item 2 of the 10-K filed Mar 30, 2026.13

Leadership

Who has led WPCS International, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (27)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • President of AYRO Operating CompanyGilbert Villarreal named Aug 19, 2025 to May 1, 202650
  • Chief Executive OfficerJoshua Silverman named Aug 21, 2023 to May 1, 202650

Former names

  • StableX Technologies, Inc.Aug 26, 2025 to Apr 28, 20264
  • AYRO, Inc.Jun 1, 2020 to Aug 19, 20254
  • DropCar, Inc.Feb 5, 2018 to May 29, 20204
  • WPCS INTERNATIONAL INCJun 12, 2002 to Jan 30, 20184
  • PHOENIX STAR VENTURES INCNov 6, 2001 to Jun 7, 20024
  • WOWTOWN COM INCJul 31, 2000 to Apr 23, 20014
  • PARAMOUNT SERVICES CORPSep 21, 1999 to Mar 15, 20004

Timeline

  1. Aug 3, 20268-K Regulation FD disclosure51
  2. Jun 25, 20268-K Executive or director change; Shareholder vote52
  3. Apr 28, 20268-K Entered a material agreement; Unregistered sale of shares; Change to shareholders' rights53
  4. Oct 31, 20258-K Executive or director change54
  5. Oct 6, 20258-K Change to shareholders' rights; Executive or director change; Shareholder vote55
  6. Sep 22, 20258-K Change of auditor56
  7. Sep 5, 20258-K Executive or director change57
  8. Aug 26, 20258-K Entered a material agreement; Bylaws or fiscal year changed; Regulation FD disclosure58
  9. Aug 12, 20258-K Change to shareholders' rights; Bylaws or fiscal year changed59
  10. Aug 5, 20258-K Entered a material agreement; Unregistered sale of shares; Change to shareholders' rights60
  11. Aug 1, 20258-K Entered a material agreement; Change to shareholders' rights; Bylaws or fiscal year changed61
  12. Jun 27, 20258-K Change to shareholders' rights; Bylaws or fiscal year changed62
  13. Sep 29, 2021New chief executive Thomas Michael Wittenschlaeger becomes CEO14
  14. May 16, 2014New chief executive Sebastian Giordano becomes CEO15
  15. Jan 9, 2007New chief executive Andy Hidalgo becomes CEO16
  16. 2002Founded Founded1

Calendar

Coming up

  1. Nov 13, 2026Reports results for the quarter ending Sep/202663

When it reported results

  1. Nov 20, 2023Reported quarterly or annual results64
  2. Aug 14, 2023Reported quarterly or annual results65
  3. May 9, 2023Reported quarterly or annual results66
  4. Mar 23, 2023Reported quarterly or annual results67
  5. Nov 3, 2022Reported quarterly or annual results68
  6. Aug 11, 2022Reported quarterly or annual results69
  7. May 2, 2022Reported quarterly or annual results70
  8. Mar 23, 2022Reported quarterly or annual results71

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

Filings

225 filings to the SEC since October 2021: 8 annual reports, 15 quarterly reports, 51 major events, 61 insider forms, 24 large holders, 3 private raises, 63 other. The latest 20:

  1. Aug 14, 20264 EDGAR
  2. Aug 14, 202610-Q EDGAR
  3. Aug 4, 2026SCHEDULE 13G/A EDGAR
  4. Aug 3, 20268-K EDGAR
  5. Jul 28, 2026EFFECT EDGAR
  6. Jul 28, 2026424B3 EDGAR
  7. Jul 17, 2026S-3/A EDGAR
  8. Jul 2, 2026S-3 EDGAR
  9. Jun 25, 20268-K EDGAR
  10. Jun 18, 20264 EDGAR
  11. Jun 18, 20264 EDGAR
  12. Jun 18, 20264 EDGAR
  13. Jun 18, 20264 EDGAR
  14. Jun 18, 20264 EDGAR
  15. Jun 4, 2026SCHEDULE 13G EDGAR
  16. Jun 1, 2026ARS EDGAR
  17. Jun 1, 2026DEF 14A EDGAR
  18. May 22, 2026PRE 14A EDGAR
  19. May 15, 202610-Q EDGAR
  20. May 15, 2026SCHEDULE 13G/A EDGAR

The 225 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

39 open-market trades by officers, directors and large owners since October 2021: 2 buys and 37 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Aug 1, 2023WALKER WAYNE REMELLDirectorSale7,274$0.82$6.0KForm 4
Aug 1, 2023Silverman JoshuaChief Executive OfficerSale12,740$0.82$10.4KForm 4
Aug 1, 2023SCHIFFMAN GREGORY TDirectorSale7,274$0.82$6.0KForm 4
Aug 1, 2023Joseph ZviDirectorSale13,092$0.82$10.7KForm 4
Aug 1, 2023GIORDANO SEBASTIANDirectorSale7,274$0.82$6.0KForm 4
Aug 1, 2023DEVLIN GEORGEDirectorSale7,274$0.82$6.0KForm 4
May 3, 2023WALKER WAYNE REMELLDirectorSale6,810$0.49$3.3KForm 4
May 3, 2023Silverman JoshuaChief Executive OfficerSale11,927$0.49$5.8KForm 4
May 3, 2023SCHIFFMAN GREGORY TDirectorSale6,810$0.49$3.3KForm 4
May 3, 2023Joseph ZviDirectorSale12,257$0.49$6.0KForm 4
May 3, 2023GIORDANO SEBASTIANDirectorSale6,810$0.49$3.3KForm 4
May 3, 2023DEVLIN GEORGEDirectorSale6,810$0.49$3.3KForm 4
Jan 30, 2023WALKER WAYNE REMELLDirectorSale4,094$0.71$2.9KForm 4
Jan 30, 2023GIORDANO SEBASTIANDirectorSale4,094$0.71$2.9KForm 4
Jan 30, 2023DEVLIN GEORGEDirectorSale4,094$0.71$2.9KForm 4
Jan 30, 2023Silverman JoshuaChief Executive OfficerSale7,171$0.71$5.1KForm 4
Jan 30, 2023SCHIFFMAN GREGORY TDirectorSale4,094$0.71$2.9KForm 4
Jan 30, 2023Joseph ZviDirectorSale7,369$0.71$5.2KForm 4
Nov 1, 2022Silverman JoshuaChief Executive OfficerSale7,171$0.59$4.2KForm 4
Nov 1, 2022Joseph ZviDirectorSale7,369$0.59$4.3KForm 4

All 39 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
2025Joshua Silverman55$300.0K$1.7M79
2025Gilbert Villareal$240.0K$1.3M79
2025Joseph Ramelli57$120.0K$143.2K79
2024President of Ayro Operating CompanyInc.$80.0K$474.0K79
2024Chief Executive Officer (Principal Executive Officer)$280.0K$460.1K79
2024Chief Financial Officer$40.0K79

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Apr 27, 2026Raised $73.1 million in a private offering of equity Form D: 15 investors so far Form D
  2. Aug 8, 2025Raised $7 million in a private offering of equity Form D: 10 investors so far Form D
  3. Aug 7, 2023Raised $44 million in a private offering of equity Form D: 6 investors so far Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 26. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Josh Arnold Investment Consultant, LLC275,498$1.0M0.6%New
Jane Street Group, LLC212,431$783.9K0.0%+186,596
AWM Investment Company, Inc.145,000$535.0K0.0%New
T3 Companies, LLC42,800$157.9K0.2%New
JT Stratford LLC38,425$141.8K0.0%New
Jpmorgan Chase & Co33,161$134.0K0.0%+33,157
Schonfeld Strategic Advisors LLC30,000$110.7K0.0%New
Peak6 LLC23,017$84.9K0.0%New
Stifel Financial Corp20,328$75.0K0.0%New
Geode Capital Management, LLC19,018$70.2K0.0%+5,105
Vanguard Fiduciary Trust Co13,369$49.3K0.0%New
Kingsbury Capital Investment Advisors LLC13,250$48.9K0.0%−96,666
Kmt Wealth Management, LLC13,250$48.9K0.0%New
Vanguard Capital Management LLC12,242$45.2K0.0%New
Scientech Research LLC10,851$40.0K0.0%New
Osaic Holdings, Inc.3,825$14.1K0.0%+3,818
BlackRock, Inc.2,600$9.6K0.0%−955
Us Bancorp \de\2,400$8.9K0.0%New
Tower Research Capital LLC (TRC)2,253$8.3K0.0%−1,519
Institute for Wealth Management, LLC.555$2.0K0.0%New
MassMutual Private Wealth & Trust, FSB500$1.8K0.0%New
Hrt Financial LP96,018$3540.0%+73,720
Group One Trading LLC34$1250.0%No change
Hm Payson & Co31$1150.0%No change
Activest Wealth Management15$550.0%No change

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

SEC filer profile

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

  • Name on EDGARFabric.AI, Inc.2
  • CIK0001086745
  • Employer ID (EIN)98-020475813
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; a shell company13
  • Incorporated inDelaware13
  • Fiscal year endsDecember 312
  • Industry code (SIC)4899 Communications Services, NEC2
  • SEC reviewing officeOffice of Technology, Division of Corporation Finance2
  • Business address900 E. Old Settlers Boulevard, Suite 100, Round Rock, TX 786642
  • Phone512-994-49172
  • Shares outstanding7,003,613 as of Aug 12, 202612
  • Public float$3.9M as of Jun 30, 202513
  • AuditorStephano Slack LLC, Wayne, Pennsylvania PCAOB ID 3523; no auditor attestation of internal control over financial reporting13
  • On EDGAR sinceJun 4, 19992
  • Filings1,240 in all: 8-K (339), 4 (241), 10-Q (62), SC 13G/A (52), 3 (39), SC 13D/A (28), DEF 14A (26), SC 13G (25)2
    All 65 form types

    424B3 (24), DEFA14A (23), EFFECT (22), SC 13D (21), 10QSB (20), 10-K (19), CORRESP (19), S-3 (19), UPLOAD (18), 425 (16), 8-K/A (15), PRE 14A (13), 144 (12), 4/A (12), D (12), NT 10-Q (12), 5 (11), S-3/A (11), 10QSB/A (10), SCHEDULE 13G/A (8), 10KSB (7), 10-K/A (6), 10-Q/A (6), 424B5 (6), S-8 (6), 5/A (5), DEFS14A (5), NT 10-K (5), SB-2/A (5), ARS (4), PRES14A (4), REGDEX (4), S-4/A (4), SB-2 (4), 10KSB/A (3), 424B2 (3), SCHEDULE 13D/A (3), 10SB12G/A (2), 3/A (2), 8-A12B (2), DEF 14C (2), DEFR14A (2), POS AM (2), PRE 14C (2), PRER14A (2), S-4 (2), SCHEDULE 13D (2), SCHEDULE 13G (2), 10SB12G (1), 424B1 (1), 8-A12B/A (1), NTN 10Q (1), REGDEX/A (1), S-2 (1), S-4MEF (1), S-8 POS (1), SC 14F1 (1)

  • Latest filingsAnnual report (10-K) Mar 30, 2026
    Quarterly report (10-Q) Aug 14, 2026
    Proxy statement (DEF 14A) Jun 1, 2026
    Latest 8-K (8-K) Aug 3, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, par value $0.0001 per shareSBLXThe NASDAQ Stock Market LLC

From the cover page of the 10-K filed Mar 30, 2026 (Section 12(b) of the Exchange Act).13

Risk factors and legal proceedings

The risks WPCS International names in Item 1A of its 10-K filed Mar 30, 2026: 53 risks under these headings, as written.13

  • Risks Related to Our Business
  • We have a history of losses and have never been profitable. We expect to incur additional losses in the future and may never be profitable.
  • We did not generate revenue during 2025 and may not generate revenue in future periods.
  • Our business model has changed, and our historical operating results may not be indicative of future performance.
  • We continuously evaluate our business strategy and may modify our strategy as necessary to respond to developments in our business and other factors, and any such modification, if not successful, could have a material adverse effect on our business, financial condition, and results of operations.
  • Our financial results are highly dependent on the performance of digital assets and marketable securities.
  • Digital assets are subject to extreme price volatility and may experience significant declines in value.
  • Digital asset custody and security risks could result in the loss of our assets.
  • We may be deemed an investment company under the Investment Company Act of 1940, as amended.
  • We may incur losses from impairment or fair value adjustments.
  • We depend on key personnel to operate our business, and the loss of one or more members of our management team, or our failure to attract, integrate and retain other highly qualified personnel in the future, could harm our business.
  • Our multi-token investment strategy targeting the stablecoin industry exposes us to significant risks, including market volatility, regulatory uncertainty, and technological vulnerabilities, any of which could materially and adversely affect our business, financial condition and results of operations.
The other 42 risks
  • There are volatility risks related to stablecoin.
  • Our digital assets (tokens) holdings are and will be less liquid than cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents.
  • Our digital assets treasury strategy could subject us to enhanced regulatory oversight.
  • We plan to purchase additional digital assets using primarily proceeds from equity and debt financings, but we may be unable to obtain such financings on favorable terms.
  • Risks Related to Our Legacy Electric Vehicle Operations
  • We have paused manufacturing activities and are re-engineering the Vanish and if we later continue our manufacturing activities; we may not be successful.
  • Even if we complete re-engineering efforts, the Vanish may not achieve market acceptance or be commercially viable.
  • Resuming electric vehicle manufacturing would require significant capital and operating resources, and we may be unable to obtain them on acceptable terms, if at all.
  • Our legacy electric vehicle assets may be subject to further impairment, disposal losses, or ongoing carrying costs.
  • Any future resumption of electric vehicle activities could expose us to product quality, safety, warranty, and product liability risks.
  • Risks Relating to Our Financial Position and Need for Additional Capital
  • We have incurred recurring losses and may continue to incur losses.
  • We may invest in or acquire other businesses, and our business may suffer if we are unable to successfully integrate acquired businesses into our company or otherwise manage the growth associated with multiple acquisitions.
  • We have issued preferred stock and other equity-linked securities that may result in dilution.
  • We may need to raise additional capital, which may be dilutive or restrictive.
  • Risks Related to Internal Controls
  • We have identified a material weakness in our internal control over financial reporting, and if we are unable to remediate the material weakness, or if we experience additional material weaknesses in the future, our business may be harmed.
  • Risks Related to Regulatory Matters
  • Political or economic crises may motivate large-scale sales of digital assets, which would result in a reduction in values and materially and adversely affect us.
  • The U.S. federal income tax treatment of transactions in digital assets is unclear.
  • The recently enacted Guiding and Establishing National Innovation for U.S. Stablecoins Act of 2025 (the “GENIUS Act”) creates a new federal regulatory framework for stablecoins in the United States, and its implementation could materially impact our stablecoin-related business, operations, and compliance obligations.
  • The state, local and non-U.S. tax treatment of digital assets is unclear.
  • Exposure to market volatility and token-specific risks could adversely affect the value of our digital asset holdings.
  • Regulatory and compliance uncertainty in the U.S. and abroad could limit or delay our ability to execute our digital asset strategy.
  • Risks Related to Our Series Preferred Stock
  • Holders of our Series H-7 Preferred Stock are entitled to certain payments under the Certificate of Designations that may be paid in cash or in shares of common stock depending on the circumstances. If we make these payments in cash, we may be required to expend a substantial portion of our cash resources. If we make these payments in common stock, it may result in substantial dilution to the holders of our common stock.
  • The Certificate of Designations for the Series H-7 Preferred Stock and the Series H-7 Warrants issued concurrently therewith contain anti-dilution provisions that may result in the reduction of the conversion price of the Series H-7 Preferred Stock or the exercise price of such Series H-7 Warrants in the future. These features may increase the number of shares of common stock being issuable upon conversion of the Series H-7 Preferred Stock or upon the exercise of the Series H-7 Warrants.
  • Under the Purchase Agreement we are subject to certain restrictive covenants that may make it difficult to procure additional financing.
  • Holders of our shares of Series I Preferred Stock are entitled to certain payments under the Series I Certificate of Designations that may be paid in cash, or in certain circumstances, in share of Common Stock, which may require the expenditure of a substantial portion of our cash resources.
  • The Series I Preferred Stock and the Private Placement Warrants contain certain anti-dilution provisions, which may dilute the interests of our stockholders, depress the price of our common stock, and make it difficult for us to raise additional capital.
  • The Series I Certificate of Designations contains restrictive covenants and terms that may make it difficult to procure additional financing and that may affect our financial condition and results of operations.
  • Under the Series I Purchase Agreement, we are subject to certain restrictive covenants that may make it difficult to procure additional financing.
  • Risks Related to Our Intellectual Property
  • If we are unable to adequately protect our proprietary designs and intellectual property rights, our competitive position could be harmed.
  • We may need to license intellectual property from third parties in the future. If we fail to obtain licenses we need or fail to comply with our obligations in agreements under which we license intellectual property and other rights from third parties, we could lose our ability to manufacture our vehicles.
  • Many of our proprietary designs are in digital form, and a breach of our computer systems could result in these designs being stolen.
  • Our proprietary designs are susceptible to reverse engineering by our competitors.
  • If we are unable to protect the confidentiality of our trade secrets or know-how, such proprietary information may be used by others to compete against us.
  • Legal proceedings or third-party claims of intellectual property infringement and other challenges may require us to spend substantial time and money and could harm our business.
  • We are generally obligated to indemnify our sales channel partners, customers, suppliers and contractors for certain expenses and liabilities resulting from intellectual property infringement claims regarding our products, which could force us to incur substantial costs.
  • General Risk Factors
  • Our stock price may be volatile.
  • Our failure to meet the continued listing requirements of the Nasdaq Capital Market (“Nasdaq”) could result in a delisting of our common stock.
  • We may in the future be named in legal proceedings, become involved in regulatory inquiries or be subject to litigation, all of which are costly, distracting to our core business and could result in an unfavorable outcome or a material adverse effect on our business, financial condition, results of operations or the market price for our common stock
  • An active trading market for our Common Stock may not be sustained.
  • We incur increased costs and demands on management as a result of compliance with laws and regulations applicable to public companies, which could harm our operating results.
  • We do not anticipate paying cash dividends on our Common Stock and, accordingly, stockholders must rely on stock appreciation for any return on their investment.
  • A failure in or breach of our operational or security systems or infrastructure, or those of third parties with which we do business, including as a result of cyberattacks, could disrupt our businesses, result in the disclosure or misuse of confidential or proprietary information, damage our reputation, increase our costs and cause losses.
  • Anti-takeover provisions of our certificate of incorporation, our bylaws and Delaware law could make an acquisition of us, which may be beneficial to our stockholders, more difficult and may prevent attempts by our stockholders to replace or remove the current members of our board and management.

Legal proceedings

We are subject to various legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of business, that we believe are incidental to the operation of our business. While the outcome of these claims cannot be predicted with certainty, management does not believe that the outcome of any of these legal matters will have a material adverse effect on our results of operations, financial positions or cash flows.

The opening of Item 3, Legal Proceedings.13

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