REKR on Nasdaq

Rekor Systems, Inc.

Rekor Systems, Inc. is a roadway intelligence Company.2 It is headquartered in Columbia, United States.2 Its shares trade on Nasdaq under the symbol REKR.2

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Last updated Oct 21, 2026.

Overview

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  • TickerREKR on Nasdaq2
  • IndustryCommunications Equipment, NEC2
  • HeadquartersColumbia, United States2
  • Incorporated inDE3
  • Business address7172 Columbia Gateway Drive, Suite 400, Columbia, Md 210463
  • Filer categoryNon-accelerated filer, Smaller reporting company3
  • Legal formCorporation2
  • LEI549300BHH76SEFU1DD952
  • StatusActive2
  • LEI statusLapsed (not renewed)2
  • Registered addressC/O LEGALINC CORPORATE SERVICES INC., 19713 Newark, United States2
  • Registered withDivision of Corporations, Department of State, 63078802

Rekor is a roadway intelligence Company, working to modernize public safety, urban mobility, and transportation management through the development of cutting-edge solutions. By collaborating closely with public and private sector customers, we deliver mission-critical services and solutions that enable them to achieve their objectives effectively, while simultaneously building a new digital infrastructure operating system for roadways.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

-59.6%Operating margin6
-64.9%Net margin6
5.3%Revenue growth, 20256
-73.4%Return on equity6
0.35×Debt to equity6

What sells

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

Products and services

Urban Mobility brought in 30% of the revenue Rekor Systems, Inc. broke down this way in fiscal 2025.

  1. Urban Mobility$29.3M630%up 2% from 2024
  2. Product and Service, Other$24.6M625%up 5% from 2024
  3. Recurring Revenue$23.9M625%up 6% from 2024
  4. Public Safety$17.4M618%up 18% from 2024
  5. Traffic Management$1.7M62%down 31% from 2024
Products and services by year
Products and services20242025
Urban Mobility$28.7M$29.3M
Product and Service, Other$23.4M$24.6M
Recurring Revenue$22.6M$23.9M
Public Safety$14.8M$17.4M
Traffic Management$2.5M$1.7M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Research and development30¢$14.6M
  • Other costs65¢$31.5M
  • Interest5¢$2.3M
  • Income tax0¢$42.0K

Out of $48.5M in revenue.6 The company lost money this year.

Financial statements

Revenue789106$48.5M in 2025+786% since 2019
0$20.0M$40.0M$60.0M2019: $5.5M$5.5M20192020: $9.2M$9.2M2020+69%2021: $11.6M$11.6M2021+25%2022: $19.9M$19.9M2022+72%2023: $34.9M$34.9M2023+75%2024: $46.0M$46.0M2024+32%2025: $48.5M$48.5M2025+5%
Gross profit7$5.7M in 2020+49% since 2019
0$2.0M$4.0M$6.0M2019: $3.8M$3.8M20192020: $5.7M$5.7M2020+49%
Operating income71189106-$28.9M in 2025+283% since 2019
-$100.0M-$75.0M-$50.0M-$25.0M02019: -$7.5M-$7.5M20192020: -$11.8M-$11.8M2020+57%2021: -$31.8M-$31.8M2021+169%2022: -$85.8M-$85.8M2022+169%2023: -$42.1M-$42.1M2023−51%2024: -$54.3M-$54.3M2024+29%2025: -$28.9M-$28.9M2025−47%
Net income71189106-$31.5M in 2025+98% since 2019
-$100.0M-$75.0M-$50.0M-$25.0M02019: -$15.9M-$15.9M20192020: -$14.2M-$14.2M2020−11%2021: -$26.8M-$26.8M2021+89%2022: -$83.1M-$83.1M2022+210%2023: -$45.7M-$45.7M2023−45%2024: -$61.4M-$61.4M2024+34%2025: -$31.5M-$31.5M2025−49%

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

Period ending2025-12-312024-12-31
Revenue$48.5M$46.0M
Cost of revenue, excluding depreciation and amortization$21.4M$23.3M
General and administrative expenses$25.2M$30.7M
Selling and marketing expenses$6.2M$7.9M
Research and development expenses$14.6M$18.8M
Asset Impairment Charges$3.8M$10.2M
Depreciation and amortization$6.3M$9.5M
Total operating expenses$56.0M$77.0M
Loss from operations-$28.9M-$54.3M
Interest expense, net-$2.3M-$2.6M
(Loss) gain on remeasurement of ATD Holdback Shares-$120.0K$599.0K
Loss on offering costs - Prepaid Advance$0-$888.0K
Gain on the sale of Global Public Safety$0$1.5M
Other expense, net-$115.0K-$15.0K
Total other expense, net-$2.5M-$7.0M
Loss before income taxes-$31.4M-$61.4M
Provision for income taxes$42.0K$45.0K
Net loss-$31.5M-$61.4M
Loss per common share - basic and diluted (in dollars per share)-$0.26-$0.71
Basic and diluted (in shares)119.7M shares86.7M shares

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Corporate structure

Rekor Systems, Inc. sits at the top of its group. 10 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Rekor Systems, Inc.

  • Maybank Securities Pte. Ltd. Filed SCHEDULE 13G on Rekor Systems, Inc., latest Jul 30, 2026
  • Arctis Global LLC Filed SCHEDULE 13G/A on Rekor Systems, Inc., latest Jul 29, 2026 (4 filings since May 27, 2022)
  • ARMISTICE CAPITAL, LLC Filed SCHEDULE 13G/A on Rekor Systems, Inc., latest May 15, 2026 (5 filings since Feb 14, 2024)
  • Anson Funds Management LP Filed SCHEDULE 13G/A on Rekor Systems, Inc., latest May 15, 2026 (2 filings since Feb 17, 2026)
  • Church Pension Fund Filed SCHEDULE 13G on Rekor Systems, Inc., latest May 14, 2026
  • BlackRock Filed SCHEDULE 13G/A on Rekor Systems, Inc., latest Apr 25, 2025 (5 filings since Feb 4, 2022)
  • Fitzgerald Europe Cantor Filed SC 13G on Rekor Systems, Inc., latest Feb 13, 2024
  • Goldman Sachs Filed SC 13G/A on Rekor Systems, Inc., latest Feb 7, 2024 (3 filings since Jan 24, 2022)
  • Avon Road Partners, L.P. Filed SC 13D/A on Rekor Systems, Inc., latest Jun 16, 2023
  • Robert Alan Berman Filed SC 13D/A on Rekor Systems, Inc., latest Nov 19, 2021
  • Rekor Systems, Inc. Columbia, Maryland, United States
    • All Traffic Data Services, LLC Subsidiary · Colorado, United States
    • Columbia Gateway Investors, LLC Subsidiary · Delaware, United States
    • Ollie Dee LLC Subsidiary · Delaware, United States
    • OpenALPR Software Solutions, LLC Subsidiary · Delaware, United States
    • Rekor Labs, LLC Subsidiary · Delaware, United States
    • Rekor Public Safety Network, LLC Subsidiary · Delaware, United States
    • Rekor Recognition Systems, Inc. Subsidiary · Delaware, United States
    • Southern Traffic Services, Inc. Subsidiary · Florida, United States
    • Waycare Technologies Inc. Subsidiary · Delaware, United States

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 Rekor 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$21.8M6 Dec 31, 2025$21.3M6 Dec 31, 2024+2.4%
Property and equipment, net$8.6M6 Dec 31, 2025$11.0M6 Dec 31, 2024−21.9%
Finance-lease assets$1.6M6 Dec 31, 2025$2.3M6 Dec 31, 2024−29.5%
Operating-lease assets (leased space)$4.7M6 Dec 31, 2025$9.3M6 Dec 31, 2024−49.6%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$16.6M6 Dec 31, 2025$5.0M6 Dec 31, 2024+230.5%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$24.3M6 Dec 31, 2025$24.3M6 Dec 31, 20240%
Intangible assets, net (excluding goodwill)$13.2M6 Dec 31, 2025$14.4M6 Dec 31, 2024−8.3%
Finite-lived intangibles, gross$16.2M6 Dec 31, 2025$16.2M6 Dec 31, 20240%
Accumulated amortization$3.0M6 Dec 31, 2025$1.8M6 Dec 31, 2024+68.6%
Finite-lived intangibles, net$13.2M6 Dec 31, 2025$14.4M6 Dec 31, 2024−8.3%

Inventory

ItemLatestA year beforeChange
Inventory, total$3.1M6 Dec 31, 2025$4.3M6 Dec 31, 2024−28.5%
Work in process$2.8M6 Dec 31, 2025$4.1M6 Dec 31, 2024−32.4%
Finished goods$277.0K6 Dec 31, 2025$161.0K6 Dec 31, 2024+72.0%

Properties, in its own words

Our principal executive office is located at 6721 Columbia Gateway Drive, Suite 400, Columbia, Maryland 21046. We do not own any real property. We do not consider any of our leased properties to be materially important to us. While we believe it is necessary to maintain offices through which our services are coordinated, we feel there are sufficient available office rental properties to adequately serve our needs should we need to relocate or expand our operations.

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

Leadership

Who has led Rekor Systems, Inc., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (18)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • All Traffic Data Services, LLC Colorado4
  • Columbia Gateway Investors, LLC Delaware4
  • Ollie Dee LLC Delaware4
  • OpenALPR Software Solutions, LLC Delaware4
  • Rekor Labs, LLC Delaware4
  • Rekor Public Safety Network, LLC Delaware4
  • Rekor Recognition Systems, Inc. Delaware4
  • Southern Traffic Services, Inc. Florida4
  • Waycare Technologies Inc. Delaware4
  • Waycare Technologies Ltd. Israel4

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

Former names

  • Novume Solutions, Inc.Feb 10, 2017 to Apr 18, 20193

Timeline

  1. Oct 6, 20268-K Bylaws or fiscal year changed41
  2. Sep 14, 20268-K Regulation FD disclosure42
  3. Aug 13, 20268-K Results of operations43
  4. Jul 15, 20268-K Results of operations; Regulation FD disclosure44
  5. May 15, 20268-K Regulation FD disclosure45
  6. May 11, 20268-K Results of operations46
  7. May 1, 20268-K Listing notice or transfer47
  8. Mar 31, 20268-K Results of operations48
  9. Mar 27, 20268-K Executive or director change49
  10. Jan 16, 20268-K Executive or director change50
  11. Dec 16, 20258-K Entered a material agreement; Other events51
  12. Nov 13, 20258-K Results of operations; Executive or director change52
  13. May 20, 2024New chief executive David Philip Desharnais becomes CEO14
  14. Aug 20, 2021New chief executive Noam Shai Maital becomes CEO15
  15. Feb 6, 2017Founded Rekor Systems, Inc. is founded2

Calendar

Coming up

  1. Nov 12, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($0.03) a share, on Nov 13, 2025.53

When it reported results

  1. Aug 13, 2026Reported quarterly or annual results43
  2. Jul 15, 2026Reported quarterly or annual results44
  3. May 11, 2026Reported quarterly or annual results46
  4. Mar 31, 2026Reported quarterly or annual results48
  5. Nov 13, 2025Reported quarterly or annual results52
  6. Oct 14, 2025Reported quarterly or annual results54
  7. Aug 12, 2025Reported quarterly or annual results55
  8. May 14, 2025Reported quarterly or annual results56

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

Filings

295 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 80 major events, 121 insider forms, 24 large holders, 50 other. The latest 20:

  1. Oct 6, 2026DEFA14A EDGAR
  2. Oct 6, 20268-K EDGAR
  3. Sep 14, 20268-K EDGAR
  4. Sep 9, 20264 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES EDGAR
  5. Aug 28, 2026DEFA14A EDGAR
  6. Aug 13, 202610-Q EDGAR
  7. Aug 13, 20268-K EDGAR
  8. Jul 30, 2026SCHEDULE 13G EDGAR
  9. Jul 29, 2026SCHEDULE 13G/A EDGAR
  10. Jul 15, 20268-K EDGAR
  11. May 29, 20264 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES EDGAR
  12. May 15, 20268-K EDGAR
  13. May 15, 2026SCHEDULE 13G/A EDGAR
  14. May 15, 2026SCHEDULE 13G/A EDGAR
  15. May 14, 2026SCHEDULE 13G EDGAR
  16. May 13, 20264 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES EDGAR
  17. May 11, 202610-Q EDGAR
  18. May 11, 20268-K EDGAR
  19. May 1, 20268-K EDGAR
  20. Apr 28, 20264 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES EDGAR

The 295 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

20 open-market trades by officers, directors and large owners since October 2021: 20 buys and 0 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Aug 19, 2024DESHARNAIS DAVID PHILIPBuy7,500$1.33$10.0KForm 4
Jul 5, 2024Arctis Global LLC10% ownerBuy2,275,000$1.40$3.2MForm 4
Jun 17, 2024DESHARNAIS DAVID PHILIPBuy5,000$1.46$7.3KForm 4
May 21, 2024BERMAN ROBERT ALANCEO and Executive ChairmanBuy10,000$1.56$15.6KForm 4
May 20, 2024BERMAN ROBERT ALANCEO and Executive ChairmanBuy20,000$1.65$33.0KForm 4
May 20, 2024DESHARNAIS DAVID PHILIPBuy5,000$1.57$7.8KForm 4
May 17, 2024BERMAN ROBERT ALANCEO and Executive ChairmanBuy100,000$1.34$134.0KForm 4
May 17, 2024DESHARNAIS DAVID PHILIPBuy5,000$1.37$6.8KForm 4
May 17, 2024HANLON DAVID PATRICKDirectorBuy5,000$1.35$6.8KForm 4
Aug 25, 2023BERMAN ROBERT ALANCEO and Executive ChairmanBuy10,000$3.45$34.5KForm 4
Aug 18, 2023Arctis Global LLC10% ownerBuy100,000$3.11$311.0KForm 4
Aug 18, 2023BERMAN ROBERT ALANCEO and Executive ChairmanBuy25,000$3.14$78.5KForm 4
Aug 17, 2023Arctis Global LLC10% ownerBuy150,000$2.96$444.0KForm 4
Aug 16, 2023Arctis Global LLC10% ownerBuy150,000$2.68$402.0KForm 4
Jun 23, 2023Arctis Global LLC10% ownerBuy1,918,000$1.31$2.5MForm 4
Jun 16, 2022Arctis Global LLC10% ownerBuy243,902$2.15$524.4KForm 4
Dec 13, 2021Hen EyalBuy1,000$6.20$6.2KForm 4
Nov 17, 2021Hen EyalBuy2,000$6.44$12.9KForm 4
Nov 17, 2021Goord Glenn SDirectorBuy10,000$7.03$70.3KForm 4
Nov 17, 2021BERMAN ROBERT ALANCEO and Executive ChairmanBuy75,000$7.13$534.8KForm 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
2025Eyal Hen$389.0K$400.0K67
2025Joseph Nalepa36$175.8K$181.9K67
2025David Desharnais$111.6K$115.5K67
2025Robert Berman66$167
2024Former President and Chief Executive Officer$728.8K$1.3M67
2024President and Chief Executive OfficerChairman$269.8K$672.3K67
2024Former Chief Financial Officer$422.8K$634.1K67

Funding

Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.

Money received by year$221.5K 2020–2020
Money received by yearMoney received by year, 2020–2020: $221.5K in all. PPP loans $221.5K.$0$100K$200K$300K2020 · PPP loans: $221.5K2020
Figures by year
YearPPP loansTotal
2020$221.5K$221.5K

PPP loans

Paycheck Protection Program loans of $150,000 and up, approved April 2020 to July 2021, from the SBA68. Matched to this company by name and state.

  1. May 1, 2020$221.5K PPP loan (first draw) from Newtek Small Business Finance, Inc.68To REKOR SYSTEMS, INC., Columbia MD; $224.6K forgiven Oct 6, 2021

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 79. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Vanguard Capital Management LLC5,491,078$3.8M0.0%−5,518
UBS Group AG2,798,260$1.9M0.0%+236,233
Prescott Group Capital Management, L.L.C.2,510,445$1.7M0.2%No change
BlackRock, Inc.1,723,779$1.2M0.0%−358,946
Mercer Global Advisors Inc /adv1,700,700$1.2M0.0%No change
Geode Capital Management, LLC1,658,523$1.2M0.0%+345,641
Jane Street Group, LLC1,529,164$1.1M0.0%+1,417,126
Vanguard Fiduciary Trust Co815,934$567.1K0.0%−66,586
State Street Corp597,743$415.4K0.0%−3,205,985
Goldman Sachs Group Inc591,045$410.7K0.0%+92,966
Qube Research & Technologies Ltd452,536$314.5K0.0%−765,600
Northern Trust Corp321,024$223.1K0.0%−215,870
Susquehanna International Group, Llp215,159$149.5K0.0%−43,544
Curated Wealth Partners LLC200,000$139.0K0.0%No change
Stifel Financial Corp119,041$82.7K0.0%No change
Millennium Management LLC114,176$79.3K0.0%New
IMC-Chicago, LLC101,393$70.5K0.0%+2,100
Sanctuary Advisors, LLC85,740$59.6K0.0%+647
Fmr LLC59,542$41.4K0.0%+24,704
Vanguard Global Advisers, LLC55,702$38.7K0.0%No change
HighTower Advisors, LLC54,903$38.2K0.0%No change
Regions Financial Corp50,000$34.7K0.0%No change
Osaic Holdings, Inc.49,701$34.3K0.0%+18,245
IHT Wealth Management, LLC49,345$34.3K0.0%No change
Point72 Asset Management, L.P.46,093$32.0K0.0%New

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

SEC filer profile

How Rekor 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 EDGARRekor Systems, Inc.1
  • CIK0001697851
  • Employer ID (EIN)81-52663345
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsDecember 311
  • Industry code (SIC)3669 Communications Equipment, NEC1
  • SEC reviewing officeOffice of Manufacturing, Division of Corporation Finance1
  • Business address7172 Columbia Gateway Drive, Suite 400, Columbia, MD 210461
  • Phone41076208001
  • Shares outstanding137,636,495 as of Aug 12, 202613
  • Public float$125.0M as of Jun 30, 20255
  • AuditorMarcum LLP, Morristown, New Jersey PCAOB ID 688; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceFeb 10, 20171
  • Filings572 in all: 4 (183), 8-K (163), 10-Q (28), 3 (28), 424B5 (16), CORRESP (12), UPLOAD (12), SC 13D/A (11)1
    All 42 form types

    SC 13G (11), 8-K/A (10), 10-K (9), DEF 14A (9), DEFA14A (9), EFFECT (8), SC 13G/A (8), S-3 (7), SC 13D (5), SCHEDULE 13G/A (5), S-4/A (4), S-8 (4), SCHEDULE 13G (4), 10-Q/A (2), 424B3 (2), FWP (2), NT 10-K (2), S-1/A (2), 10-K/A (1), 305B2 (1), 4/A (1), 425 (1), 8-A12B (1), 8-A12G (1), CERT (1), CT ORDER (1), DEF 14C (1), PRE 14A (1), PRE 14C (1), RW (1), S-1 (1), S-3/A (1), S-3MEF (1), S-4 (1)

  • Latest filingsAnnual report (10-K) Mar 31, 2026
    Quarterly report (10-Q) Aug 13, 2026
    Proxy statement (DEF 14A) Apr 1, 2026
    Latest 8-K (8-K) Oct 6, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, $0.0001 par value per shareREKRNasdaq

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 Rekor Systems, Inc. names in Item 1A of its 10-K filed Mar 31, 2026: 36 risks under these headings, as written.5

  • Risks Relating to Our Corporate Structure and Business
  • We are currently not profitable, and we may be unable to become profitable on a quarterly or annual basis.
  • The market for certain of our solutions is new and unproven, may decline or experience limited growth and is dependent in part on our ability to attract new customers to adopt our platform and use our services.
  • For our hardware product offerings we depend on component and product manufacturing provided by outsourcing partners, most of which are located outside of the U.S.
  • Our internal investments and go-to-market strategy may place downward pressure on our operating margins.
  • We have not been a leading provider of traffic management and public safety products and services in the past and do not have the level of established contacts and existing business relationships that some of our competitors have.
  • We may need to raise additional capital in the future, which may not be available on acceptable terms, or at all.
  • If we experience declining or flat revenues and fail to manage such declines effectively, we may be unable to execute our business plans and may experience future weaknesses in operating results.
  • If we are unable to retain our existing customers, our revenue and results of operations would be adversely affected.
  • Our sales cycles for commercial and government clients can be long, unpredictable and require considerable time and expense, which may cause our operating results to fluctuate.
  • Industry consolidation may result in increased competition.
  • We may not be able to respond to rapid technological changes in time to address the needs of our customers, which could have a material adverse effect on our sales and profitability.
The other 25 risks
  • The success of our business will depend, in part, on the continued services of certain key personnel and our ability to attract and retain qualified personnel.
  • We may fail to realize the anticipated benefits of acquisitions which we consummate, and we may be subject to business uncertainties.
  • We may be required to write-down certain assets after completing our required annual evaluations, which may affect our reported financial results.
  • Our operating results may be harmed if we are required to collect sales or other related taxes or duties for our licensing and subscription products and services or pay regulatory fees in jurisdictions where we have not historically done so.
  • Improper disclosure of confidential and personal data could result in liability and harm to our reputation.
  • Our business could be negatively impacted by cyber and other security threats or disruptions.
  • We are dependent upon technology services, and if we experience damage, service interruptions or failures in our computer and telecommunications systems, our customer and worker relationships and our ability to attract new customers may be adversely affected.
  • If we do not keep pace with rapid technological changes and evolving industry standards, we will not be able to remain competitive, and the demand for our services will likely decline.
  • A downturn of the U.S. or global economy or in our ability to provide customers with a sustained level of support could result in our customers using fewer products and services or becoming unable to pay us for our services on a timely basis or at all, which would materially adversely affect our business.
  • Our ability to use our net operating losses to offset future taxable income may be subject to certain limitations, which could subject our business to higher tax liability.
  • Assertions by a third party that our services and solutions infringe its intellectual property, whether or not correct, could subject us to costly and time-consuming litigation or result in settlements or licensing arrangements that could affect our short-term or long-term profitability.
  • If our services are used to commit intentional or illegal acts, we may incur significant liabilities, our services may be perceived as not secure, and customers may curtail or stop using our services.
  • We use a limited number of data centers to deliver our services. Any disruption of service at these facilities could harm our business.
  • Our long-term success depends, in part, on our ability to expand the sales of our services to customers located outside of the United States, and thus our business is susceptible to risks associated with international sales and operations.
  • Our success depends in part on our ability to protect and enforce our intellectual property rights.
  • Material defects or errors in the software that we use to deliver our services could harm our reputation, result in significant costs to us and impair our ability to sell our solutions.
  • Government regulation of the Internet, telecommunications and other communications technologies could harm our business and operating results.
  • Natural disasters, public health crises, political crises, and other catastrophic events or other events outside of our control may damage our business and operating results.
  • Risks relating to our common stock
  • If securities or industry analysts do not publish research or publish inaccurate or unfavorable reports about our business, our stock price and trading volume could decline.
  • Sales of a substantial number of shares of our common stock may cause the price of our common stock to decline.
  • The market price of our common stock may be volatile and this may adversely affect our stockholders.
  • Investors may experience future dilution as a result of future equity offerings.
  • We do not intend to pay dividends on our common stock for the foreseeable future.
  • We are a “smaller reporting company” and, as a result of the reduced disclosure and governance requirements applicable to smaller reporting companies, our common stock may be less attractive to investors.
  • Delaware law and provisions in our certificate of incorporation and bylaws could make a merger, tender offer or proxy contest difficult, thereby depressing the trading price of our common stock.

Legal proceedings

From time to time, the Company may be named as a party to various other lawsuits, claims and other legal and regulatory proceedings that arise in the ordinary course of business. These actions typically seek, among other things, compensation for alleged personal injury, breach of contract, property damage, infringement of proprietary rights, punitive damages, civil penalties or other losses, or injunctive or declaratory relief. With respect to such lawsuits, claims and proceedings the Company accrues reserves when a loss is probable, and the amount of such loss can be reasonably estimated. It is the Company’s opinion that the outcome of these proceedings, individually and collectively, will not be material to the Company’s consolidated financial statements as a whole.

H.C. Wainwright & Co., LLC

In March 2023, the Company entered into an engagement letter with H.C. Wainwright & Co., LLC, ("HCW"), related to a capital raise (see NOTE 13 – STOCKHOLDERS’ EQUITY). That letter agreement contained provisions for both a “tail” fee due to HCW for any subsequent transactions the Company may enter into during the specified tail period with investors introduced to the Company by HCW during the term of the letter, as well as a right of first refusal ("ROFR") to act as the Company's exclusive underwriter or placement agent on any subsequent financing transactions utilizing an underwriter or placement agent occurring within twelve months from the consummation of a transaction pursuant to the engagement letter.

The opening of Item 3, Legal Proceedings.5

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