MITK on Nasdaq

MITEK SYSTEMS INC

MITEK SYSTEMS INC is an American computer peripheral equipment company, incorporated in Delaware.1 It is headquartered in San Diego, California.1 Its shares trade on Nasdaq under the symbol MITK.1

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Last updated Oct 21, 2026.

Overview

$179.7MRevenue, fiscal 20252
$8.8MNet income, fiscal 20252

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  • TickerMITK on Nasdaq1
  • IndustryComputer Peripheral Equipment, NEC1
  • HeadquartersSan Diego, California1
  • Incorporated inDE3
  • Business address770 First Avenue, Suite 425, San Diego, Ca3
  • Filer categoryAccelerated filer3

Mitek Systems, Inc. (“Mitek” or the “Company”) is a global provider of digital identity verification and fraud prevention solutions. The Company’s technologies help organizations verify identities, mitigate fraud risk, and enable secure digital interactions in response to increasingly complex and evolving threats, including those driven by artificial intelligence (“AI”).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

9.3%Operating margin2
4.9%Net margin2
4.4%Revenue growth, 20252
3.7%Return on equity2
0.02×Debt to equity2
$54.2MFree cash flow2

What sells

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

Products and services

Check Verification, Software License And Support brought in 33% of the revenue MITEK SYSTEMS INC broke down this way in fiscal 2025.

  1. Check Verification, Software License And Support$84.1M233%down 6% from 2024
  2. License$74.1M229%down 10% from 2024
  3. Fraud And Identity Solutions, SaaS$72.4M229%up 21% from 2024
  4. Fraud And Identity Solutions, Software License And Support$15.5M26%down 6% from 2024
  5. Check Verification, SaaS$4.6M22%up 19% from 2024
  6. Fraud And Identity Solutions, Professional Services And Other$2.1M21%up 17% from 2024
  7. Check Verification, Professional Services And Other$1.1M20%up 68% from 2024
Products and services by year
Products and services202320242025
Check Verification, Software License And Support$93.5M$89.6M$84.1M
License$88.4M$81.9M$74.1M
Fraud And Identity Solutions, SaaS$55.8M$59.7M$72.4M
Fraud And Identity Solutions, Software License And Support$16.1M$16.5M$15.5M
Check Verification, SaaS$3.7M$3.9M$4.6M
Fraud And Identity Solutions, Professional Services And Other$2.6M$1.8M$2.1M
Check Verification, Professional Services And Other$903.0K$644.0K$1.1M

Regions

United States brought in 76% of the revenue MITEK SYSTEMS INC broke down this way in fiscal 2025.

  1. United States$136.2M276%up 1% from 2024
  2. All Other Countries Excluding United States And United Kingdom$22.0M212%up 15% from 2024
  3. United Kingdom$21.5M212%up 22% from 2024
Regions by year
Regions202320242025
United States$135.0M$135.3M$136.2M
All Other Countries Excluding United States And United Kingdom$37.6M$19.1M$22.0M
United Kingdom$17.6M$21.5M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Research and development20¢$35.3M
  • Other costs74¢$132.8M
  • Income tax2¢$2.8M
  • Profit5¢$8.8M

Out of $179.7M in revenue.2

Where each dollar of operating cash went, fiscal 2025

  • Capital spending2¢$1.2M
  • Share buybacks9¢$4.7M
  • Kept or used elsewhere89¢$49.4M

Out of $55.3M of cash from operations.2

Financial statements

Revenue6789102$179.7M in 2025+183% since 2018
0$50.0M$100.0M$150.0M$200.0M2018: $63.6M$63.6M20182019: $84.6M$84.6M2019+33%2020: $101.3M$101.3M2020+20%2021: $119.8M$119.8M2021+18%2022: $144.8M$144.8M2022+21%2023: $172.6M$172.6M2023+19%2024: $172.1M$172.1M2024−0%2025: $179.7M$179.7M2025+4%
Operating income6789102$16.8M in 2025
-$10.0M0$10.0M$20.0M2018: -$7.8M-$7.8M20182019: -$4.6M-$4.6M2019−41%2020: $8.9M$8.9M20202021: $13.3M$13.3M2021+50%2022: $12.2M$12.2M2022−8%2023: $15.6M$15.6M2023+28%2024: $2.2M$2.2M2024−86%2025: $16.8M$16.8M2025+653%
Net income6789102$8.8M in 2025
-$20.0M-$10.0M0$10.0M2018: -$11.8M-$11.8M20182019: -$724.0K-$724.0K2019−94%2020: $7.8M$7.8M20202021: $8.0M$8.0M2021+2%2022: $3.7M$3.7M2022−54%2023: $8.0M$8.0M2023+117%2024: $3.3M$3.3M2024−59%2025: $8.8M$8.8M2025+168%

Every line of the income statement as filed: the last 3 fiscal years, latest first.2

Period ending2025-09-302024-09-302023-09-30
Total revenue$179.7M$172.1M$172.6M
Selling and marketing$41.5M$40.8M$40.6M
Research and development$35.3M$34.6M$29.0M
General and administrative$44.3M$53.0M$43.3M
Amortization and acquisition-related costs$14.1M$15.3M$19.0M
Restructuring costs$840.0K$1.8M$2.1M
Total operating costs and expenses$162.9M$169.9M$157.0M
Operating income (loss)$16.8M$2.2M$15.6M
Interest expense$9.8M$9.3M$9.1M
Other income (expense), net$4.6M$6.1M$3.8M
Income (loss) before income taxes$11.6M-$909.0K$10.3M
Income tax benefit (provision)-$2.8M$4.2M-$2.3M
Net income (loss)$8.8M$3.3M$8.0M
Net income (loss) per sharebasic (in dollars per share)$0.19$0.07$0.18
Net income (loss) per sharediluted (in dollars per share)$0.19$0.07$0.17
Shares used in calculating net income (loss) per sharebasic (in shares)45.7M shares46.6M shares45.5M shares
Shares used in calculating net income (loss) per sharediluted (in shares)46.9M shares47.5M shares46.5M shares
Foreign currency translation adjustment$3.0M$11.6M$13.1M
Unrealized gain (loss) on investments, net of tax benefit/(expense) of $21, $(93), and $(273)-$68.0K$301.0K$889.0K
Other comprehensive income (loss), net of tax$2.9M$11.9M$14.0M
Comprehensive income (loss)$11.7M$15.2M$22.0M
Unrealized gains (losses), tax$21.0K-$93.0K-$273.0K

Compare MITEK SYSTEMS INC with another company

Corporate structure

MITEK SYSTEMS INC sits at the top of its group. 8 entities, 7 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of MITEK SYSTEMS INC

  • VANGUARD GROUP INC Filed SCHEDULE 13G/A on MITEK SYSTEMS INC, latest Mar 27, 2026 (4 filings since Feb 10, 2022)
  • BlackRock Filed SCHEDULE 13G/A on MITEK SYSTEMS INC, latest Jul 17, 2025 (4 filings since Feb 1, 2022)
  • Legal & General Investment Management Ltd Filed SCHEDULE 13G/A on MITEK SYSTEMS INC, latest Jul 8, 2025 (7 filings since Feb 14, 2022)
  • Legal & General Filed SCHEDULE 13G on MITEK SYSTEMS INC, latest Nov 14, 2024
  • Blue Grotto Capital, LLC Filed SC 13G/A on MITEK SYSTEMS INC, latest Nov 12, 2024 (4 filings since Feb 11, 2022)
  • Toronado Partners, LLC Filed SC 13G/A on MITEK SYSTEMS INC, latest Feb 13, 2024 (3 filings since Feb 11, 2022)
  • MITEK SYSTEMS INC San Diego, California
    • A2iA SAS Subsidiary · France
    • HooYu Ltd. Subsidiary · United Kingdom
    • ICAR Mexico, Business Identity Intelligence S.A. Subsidiary · Mexico
    • Mitek Holding B.V. Subsidiary · Netherlands
    • Mitek Systems Canada, Inc. Subsidiary · Canada
    • Mitek Systems IDV, S.L.U. Subsidiary · Spain
    • Mitek Systems Private Limited Subsidiary · United Kingdom

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 MITEK SYSTEMS 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$8.6M2 Sep 30, 2025$9.0M2 Sep 30, 2024−4.7%
Accumulated depreciation$6.3M2 Sep 30, 2025$6.5M2 Sep 30, 2024−2.8%
Property and equipment, net$2.3M2 Sep 30, 2025$2.6M2 Sep 30, 2024−9.8%
Operating-lease assets (leased space)$2.6M2 Sep 30, 2025$4.7M2 Sep 30, 2024−43.7%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$154.2M2 Sep 30, 2025$93.5M2 Sep 30, 2024+64.9%
Marketable securities, current$38.9M2 Sep 30, 2025$36.9M2 Sep 30, 2024+5.4%
Marketable securities, non-current$3.5M2 Sep 30, 2025$11.4M2 Sep 30, 2024−69.6%
Debt securities available for sale$42.3M2 Sep 30, 2025$48.3M2 Sep 30, 2024−12.4%
Long-term investments$3.5M2 Sep 30, 2025$11.4M2 Sep 30, 2024−69.6%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$133.5M2 Sep 30, 2025$131.6M2 Sep 30, 2024+1.4%
Finite-lived intangibles, gross$88.2M2 Sep 30, 2025$100.5M2 Sep 30, 2024−12.2%
Accumulated amortization$48.4M2 Sep 30, 2025$46.4M2 Sep 30, 2024+4.4%
Finite-lived intangibles, net$39.8M2 Sep 30, 2025$54.1M2 Sep 30, 2024−26.5%

Properties, in its own words

Our principal executive offices are located in approximately 7,500 square feet of office space in San Diego, California and the term of the lease continues through August 13, 2031.

Our other offices are located in Paris, France; Amsterdam, The Netherlands; New York, New York; Barcelona, Spain; Leeds, United Kingdom; and London, United Kingdom, each of which does not contain material lease obligations for us. We believe our existing properties are in good condition and are sufficient and suitable for the conduct of our business.

Item 2 of the 10-K filed Dec 11, 2025.5

Leadership

Who has led MITEK SYSTEMS INC, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (29)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • A2iA SAS France4
  • HooYu Ltd. United Kingdom4
  • ICAR Mexico, Business Identity Intelligence S.A. Mexico4
  • Mitek Holding B.V. Netherlands4
  • Mitek Systems B.V. Netherlands4
  • Mitek Systems Canada, Inc. Canada4
  • Mitek Systems IDV, S.L.U. Spain4
  • Mitek Systems Private Limited United Kingdom4

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

Timeline

  1. Oct 9, 20268-K Executive or director change56
  2. Aug 6, 20268-K Results of operations; Other events57
  3. May 7, 20268-K Results of operations58
  4. Mar 4, 20268-K Shareholder vote59
  5. Feb 20, 20268-K Executive or director change60
  6. Feb 5, 20268-K Ended a material agreement; Results of operations; Executive or director change61
  7. Jan 22, 20268-K New debt or obligation62
  8. Dec 11, 20258-K Results of operations63
  9. Sep 16, 20258-K Executive or director change64
  10. Aug 7, 20258-K Results of operations65
  11. Jun 3, 20258-K Regulation FD disclosure66
  12. May 8, 20258-K Entered a material agreement; Results of operations; New debt or obligation67
  13. Oct 3, 2024New chief executive Edward H. West becomes CEO16
  14. Jun 7, 2024New chief executive Scott R. Carter becomes CEO15
  15. Nov 8, 2018New chief executive Scipio Maximus Carnecchia becomes CEO17
  16. Jul 11, 2006New chief executive James B. Debello becomes CEO18

Calendar

Coming up

  1. Dec 10, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported $0.18 a share, on Dec 11, 2025.68

When it reported results

  1. Aug 6, 2026Reported quarterly or annual results57
  2. May 7, 2026Reported quarterly or annual results58
  3. Feb 5, 2026Reported quarterly or annual results61
  4. Dec 11, 2025Reported quarterly or annual results63
  5. Aug 7, 2025Reported quarterly or annual results65
  6. May 8, 2025Reported quarterly or annual results67
  7. Feb 10, 2025Reported quarterly or annual results69
  8. Dec 16, 2024Reported quarterly or annual results70

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

Filings

283 filings to the SEC since October 2021: 5 annual reports, 16 quarterly reports, 68 major events, 135 insider forms, 23 large holders, 36 other. The latest 20:

  1. Oct 9, 20268-K EDGAR
  2. Oct 5, 20264 EDGAR
  3. Aug 19, 20264 EDGAR
  4. Aug 19, 20263 EDGAR
  5. Aug 18, 20264 EDGAR
  6. Aug 6, 202610-Q EDGAR
  7. Aug 6, 20268-K EDGAR
  8. May 15, 2026144 EDGAR
  9. May 15, 20264 EDGAR
  10. May 7, 202610-Q EDGAR
  11. May 7, 20268-K EDGAR
  12. Apr 28, 2026144 EDGAR
  13. Apr 28, 20264 EDGAR
  14. Mar 27, 2026SCHEDULE 13G/A EDGAR
  15. Mar 6, 2026S-8 EDGAR
  16. Mar 5, 20264 EDGAR
  17. Mar 5, 20264 EDGAR
  18. Mar 5, 20264 EDGAR
  19. Mar 5, 20264 EDGAR
  20. Mar 5, 20264 EDGAR

The 283 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

57 open-market trades by officers, directors and large owners since October 2021: 5 buys and 52 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
May 15, 2026Gafke GarrettChief Operating OfficerSale21,108$14.19$299.5KForm 4
Apr 28, 2026Gafke GarrettChief Operating OfficerSale152,529$13.92$2.1MForm 4
Mar 3, 2026Gray JasonGC, Secretary & Admin OfficerSale73,174$14.74$1.1MForm 4
Jun 13, 2025Diamond Michael ESale70,352$9.77$687.3KForm 4
Mar 7, 2025ROSSI MARKDirectorBuy2,500$8.91$22.3KForm 4
Mar 6, 2025ROSSI MARKDirectorBuy5,000$9.05$45.3KForm 4
Mar 6, 2025Carter Scott RDirectorBuy12,000$9.08$109.0KForm 4
Feb 20, 2025WEST EDWARD HChief Executive OfficerBuy55,000$9.21$506.6KForm 4
Feb 20, 2025Stevenson Kimberly SDirectorBuy10,000$9.18$91.8KForm 4
Feb 13, 2025Diamond Michael ESale36,398$10.14$369.1KForm 4
Dec 11, 2024Gray JasonGC, Secretary & Admin OfficerSale6,222$9.07$56.4KForm 4
Dec 3, 2024Briggs Christopher HSale3,320$9.08$30.1KForm 4
Dec 3, 2024Diamond Michael ESale4,544$9.09$41.3KForm 4
Nov 29, 2024Diamond Michael ESale1,104$9.30$10.3KForm 4
Nov 27, 2024Diamond Michael ESale1,509$9.27$14.0KForm 4
Jun 14, 2024Briggs Christopher HSale24,000$11.10$266.4KForm 4
Jun 7, 2024Wells DonnaDirectorSale16,839$12.46$209.8KForm 4
Dec 7, 2023CARNECCHIA SCIPIO MAXIMUSChief Executive OfficerSale56,113$10.86$609.4KForm 4
Dec 7, 2023Diamond Michael ESale7,242$10.86$78.6KForm 4
Dec 7, 2023Briggs Christopher HSale2,287$10.86$24.8KForm 4

All 57 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
2025Edward H. WestChief Executive Officer59$500.0K$9.4M77
2025Garrett GafkeChief Operating Officer53$183.6K$4.6M77
2025David LyleChief Financial Officer61$425.0K$2.0M77
2025Michael E. DiamondSenior Vice President, Digital Banking61$375.0K$1.7M77
2025Jason L. GrayChief Legal Officer, Chief Compliance Officer and Corporate Secretary55$400.0K$1.6M77
2024Jason L. GrayChief Legal Officer, Chief Compliance Officer and Corporate Secretary55$495.0K$2.1M77
2024David LyleChief Financial Officer61$317.1K$2.0M77
2024Michael E. DiamondSenior Vice President, Digital Banking61$368.8K$1.3M77
2023Michael E. DiamondSenior Vice President, Digital Banking61$341.0K$1.0M77

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
BlackRock, Inc.3,539,271$71.2M0.0%+276,062
Legal & General Group Plc2,685,818$54.1M0.0%+110,393
Invesco Ltd.2,069,885$41.7M0.0%+175,542
Vanguard Capital Management LLC1,935,751$39.0M0.0%+39,482
Wellington Management Group Llp1,780,147$35.8M0.0%+569,379
Dimensional Fund Advisors LP1,760,008$35.4M0.0%+74,351
Vanguard Portfolio Management LLC1,629,933$32.8M0.0%+137,119
Impax Asset Management Group plc1,358,524$27.3M0.2%−75,000
Geode Capital Management, LLC1,170,994$23.6M0.0%+55,040
Independent Advisor Alliance1,137,006$22.9M0.5%−18,067
State Street Corp1,127,480$22.7M0.0%−24,295
Nuveen, LLC966,513$19.5M0.0%+332,902
Jane Street Group, LLC896,925$18.1M0.0%+462,012
Millennium Management LLC854,482$17.2M0.0%New
G2 Investment Partners Management LLC621,016$12.5M2.3%+122,016
Morgan Stanley537,558$10.8M0.0%+4,245
Raymond James Financial Inc504,395$10.2M0.0%+138,268
Susquehanna International Group, Llp464,808$9.4M0.0%+342,430
Northern Trust Corp462,922$9.3M0.0%+28,041
Hillsdale Investment Management Inc.400,900$8.1M0.2%−112,000
Wells Fargo & Company/mn380,623$7.7M0.0%+361,128
Skylands Capital, LLC375,300$7.6M0.9%−18,100
Congruence Capital, LLC360,635$7.3M1.9%−23,988
Goldman Sachs Group Inc356,085$7.2M0.0%−18,645
Aqr Capital Management LLC332,413$6.7M0.0%+13,318

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

Members of Congress who traded it

1 trades disclosed by members of Congress. “Vs S&P since” is the stock’s change since the trade minus the S&P 500’s.

DateMemberTradeAmountVs S&P sinceFiling
Nov 18, 2021Peter WelchDemocratic, HouseSale$1,001 - $15,000+70.1%Report

Members report amounts as ranges, not exact figures. Returns are price-only (no dividends).

SEC filer profile

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

  • Name on EDGARMITEK SYSTEMS INC1
  • CIK0000807863
  • Employer ID (EIN)87-04188275
  • Filer statusAccelerated filer not an emerging growth company; not a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsSeptember 301
  • Industry code (SIC)3577 Computer Peripheral Equipment, NEC1
  • SEC reviewing officeOffice of Technology, Division of Corporation Finance1
  • Business address770 First Avenue, Suite 425, San Diego, CA1
  • Phone619-269-68001
  • Shares outstanding45,122,374 as of Jul 31, 202613
  • Public float$350.0M as of Mar 31, 20255
  • AuditorBDO USA, P.C., Chicago, Illinois PCAOB ID 243; it also attests to the company’s internal control over financial reporting5
  • On EDGAR sinceMay 15, 19951
  • Filings1,089 in all: 4 (465), 8-K (207), 10-Q (84), 3 (40), DEF 14A (33), SC 13G/A (33), 10-K (24), SC 13G (22)1
    All 53 form types

    S-8 (19), 144 (18), 4/A (12), 10QSB (11), 10-Q/A (7), 8-K/A (7), DEFA14A (7), NT 10-Q (7), SC 13D (7), UPLOAD (7), CORRESP (6), PRE 14A (6), NT 10-K (5), SCHEDULE 13G/A (5), 10-K/A (4), 10-K405 (4), ARS (4), 10KSB (3), 425 (3), D (3), EFFECT (3), S-2/A (3), S-3 (3), 3/A (2), 424B5 (2), DEFR14A (2), S-3/A (2), SC 13D/A (2), 10-K405/A (1), 10QSB/A (1), 424B4 (1), 8-A12B (1), 8-A12G (1), CERTNAS (1), CT ORDER (1), FWP (1), NT 10-K/A (1), POS AM (1), RW (1), S-2 (1), S-4 (1), S-8 POS (1), SB-2 (1), SB-2/A (1), SCHEDULE 13G (1)

  • Latest filingsAnnual report (10-K) Dec 11, 2025
    Quarterly report (10-Q) Aug 6, 2026
    Proxy statement (DEF 14A) Jan 26, 2026
    Latest 8-K (8-K) Oct 9, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, par value $0.001 per shareMITKNASDAQ

From the cover page of the 10-K filed Dec 11, 2025 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks MITEK SYSTEMS INC names in Item 1A of its 10-K filed Dec 11, 2025: 38 risks under these headings, as written.5

  • Risks Associated With Our Business and Operations
  • Risks Related to Privacy, Artificial Intelligence, and Cybersecurity
  • Risks Related to Investing in Our Common Stock
  • Risks Related to Regulation and Compliance
  • General Risk Factors
  • affected. In these circumstances, the market price of our common stock could decline, and an investor could lose all or part of their investment or interest.
  • We currently derive substantially all of our revenue from a few types of technologies. If these technologies and the related products do not achieve or continue to achieve market acceptance, our business, financial condition, and results of operations would be adversely affected.
  • Our solutions depend on compatibility with third-party mobile operating systems and hardware. Changes in such systems could disrupt our business.
  • We cannot predict the impact that the decline of the use of checks, changes in consumer behavior facilitated by advances in technologies, and the development of check alternatives, or the plateau of the penetration of active mobile banking users may have on our business.
  • Claims that our products infringe upon the rights, or have otherwise utilized proprietary information, of third parties may give rise to costly litigation against us or our customers who we may be obligated to indemnify, and we could be prevented from selling those products, required to pay damages, and obligated to defend against litigation or indemnify our customers.
  • If the patents we own or license, or our other intellectual property rights, do not adequately protect our technologies, brands or other intellectual property, we may lose market share to our competitors and be unable to operate our business profitably.
  • We face competition from several companies that may have greater resources than we do, which could result in price reductions, reduced margins, or loss of market share.
The other 31 risks
  • We must continue to engage in extensive research and development in order to remain competitive.
  • Defects or malfunctions in our products could hurt our reputation, sales and profitability.
  • Our lengthy sales cycles and the difficulty in predicting timing of sales or delays may impair our operating results.
  • Our historical order flow patterns, which we expect to continue, have caused forecasting difficulties for us. If we do not meet our forecasts or analysts’ forecasts for us, the price of our common stock may decline.
  • Entry into new lines of business, and our offering of new products and services may result in exposure to new risks.
  • Adverse economic conditions or reduced spending on information technology solutions may adversely impact our revenue and profitability.
  • We may be exposed to tariff policy changes that could negatively impact our financial results.
  • We may need to raise additional capital to fund continuing operations and an inability to raise the necessary capital or the inability to do so on acceptable terms could threaten the success of our business.
  • Our annual and quarterly results have fluctuated greatly in the past and will likely continue to do so, which may cause substantial fluctuations in our common stock price.
  • Due to our operations in non-U.S. markets, we are subject to certain risks that could adversely affect our business, results of operations or financial condition.
  • Our international operations may increase our exposure to potential liability under anti-corruption, trade protection, tax, and other laws and regulations.
  • Fluctuations in foreign currency exchange and interest rates could adversely affect our results of operations.
  • An “ownership change” could limit our ability to utilize our net operating loss and tax credit carryforwards, which could result in our payment of income taxes earlier than if we were able to fully utilize our net operating loss and tax credit carryforwards.
  • Our cash and cash equivalents could be adversely affected if the financial institutions at which we hold our cash and cash equivalents fail.
  • Our business could be adversely affected in the event we default under our debt agreements.
  • Our revenues are dependent on our ability to maintain and expand existing customer relationships and our ability to attract new customers.
  • The loss of one or more of our key customers could slow our revenue growth or cause our revenues to decline.
  • We may incur goodwill and intangible asset impairment charges that adversely affect our operating results.
  • Evolving domestic and international data privacy and AI laws and regulations may restrict our ability, and that of our customers, to solicit, collect, process, transfer, disclose and use personal information or may increase the costs of doing so, which could harm our business.
  • Our ability to adopt and deploy AI and other new technologies may impact demand for our products and services and impact our internal operations.
  • Fraudsters’ use of generative AI could create new attack vectors that we may be unable to effectively detect or prevent.
  • Recent and proposed laws regarding the use of facial recognition technology and the processing of biometric data could increase compliance costs or otherwise make it harder for us to conduct our business, require us to change our business practices, lead to regulatory investigations or actions, and have a material adverse effect on demand for certain of our products.
  • Our business and operations are subject to a variety of regulatory requirements in the countries in which we operate or in which we offer our solutions, including, among other things, with respect to AI and ML technologies that may be difficult and expensive to comply with and that could negatively impact our business.
  • Security breaches or cyberattacks could expose us to significant liability, cause our business and reputation to suffer and harm our competitive position.
  • A potential proxy contest for the election of directors at our annual meeting could result in potential operational disruption, divert our resources, and could potentially result in adverse consequences under certain of our agreements.
  • Our third amended and restated bylaws provide that a state or federal court located within in the State of Delaware will be 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 may not be able to maintain our listing on The Nasdaq Stock Market LLC (“Nasdaq”), or trading on the Nasdaq Capital Market may otherwise be halted or suspended, which may negatively impact the price of our common stock. If our common stock is delisted from Nasdaq, our business, financial condition, results of operations and share price could be adversely affected, and the liquidity of our common stock could be impaired.
  • Although we have concluded that previously identified material weaknesses in our internal control over financial reporting have been remediated, if such remediation was not effective, or if we identify additional material weaknesses in internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired.
  • If we are unable to retain and recruit qualified personnel, or if any of our key executives or key employees discontinues his or her employment with us, it may have a material adverse effect on our business.
  • Legislation and governmental regulations enacted in the U.S. and other countries that apply to us or to our customers may require us to change our current products and services and/or result in additional expenses, which could adversely affect our business and results of operations.
  • Natural disasters or other catastrophic events may disrupt our business.

Legal proceedings

We evaluate all claims and lawsuits with respect to their potential merits, our potential defenses and counterclaims, settlement or litigation potential and the expected effect on us. Our technologies may be subject to an injunction if they are found to infringe the rights of a third party. The outcome of any claims or litigation, regardless of the merits, is inherently uncertain. Any claims and other lawsuits, and the disposition of such claims and lawsuits, whether through settlement or litigation, could be time-consuming and expensive to resolve, divert our attention from executing our business plan, result in efforts to enjoin our activities, lead to attempts by third parties to seek similar claims and, in the case of intellectual property claims, require us to change our technology, change our business practices, pay monetary damages or enter into short- or long-term royalty or licensing agreements.

For a description of legal proceedings, refer to Note 9 “Commitments and Contingencies” to the consolidated financial statements included in Item 8 of Part II of this Form 10-K, which is incorporated herein by reference.

The opening of Item 3, Legal Proceedings.5

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