TACT on Nasdaq

TRANSACT TECHNOLOGIES INC

TRANSACT TECHNOLOGIES INC is an American computer peripheral equipment company, incorporated in Delaware.1 It is headquartered in Hamden, Connecticut.1 Its shares trade on Nasdaq under the symbol TACT.1

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Last updated Oct 21, 2026.

Overview

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  • TickerTACT on Nasdaq1
  • IndustryComputer Peripheral Equipment, NEC1
  • HeadquartersHamden, Connecticut1
  • Incorporated inDE2
  • Business addressOne Hamden Center, 2319 Whitney Avenue, Suite 3B, Hamden, Ct 065182
  • Filer categoryNon-accelerated filer, Smaller reporting company2

1996 and began operating as a stand-alone business in August 1996 as a spin-off of the printer business that was formerly conducted by certain subsidiaries of Tridex Corporation. We completed an initial public offering on August 22, 1996.3 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

48.6%Gross margin4
-2.7%Operating margin4
-2.4%Net margin4
18.7%Revenue growth, 20254
-4.0%Return on equity4
$7.6MFree cash flow4

What sells

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

Products and services

Casino and Gaming brought in 52% of the revenue TRANSACT TECHNOLOGIES INC broke down this way in fiscal 2025.

  1. Casino and Gaming$26.9M452%up 32% from 2024
  2. Food Service Technology$19.3M438%up 20% from 2024
  3. TransAct Services Group$3.1M46%down 14% from 2024
  4. POS Automation and Banking$2.2M44%down 34% from 2024
Products and services by year
Products and services20242025
Casino and Gaming$20.3M$26.9M
Food Service Technology$16.1M$19.3M
TransAct Services Group$3.6M$3.1M
POS Automation and Banking$3.4M$2.2M

Regions

United States brought in 82% of the revenue TRANSACT TECHNOLOGIES INC broke down this way in fiscal 2025.

  1. United States$42.1M482%up 26% from 2024
  2. Outside the United States$9.4M418%down 5% from 2024
Regions by year
Regions20242025
United States$33.5M$42.1M
Outside the United States$9.9M$9.4M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue51¢$26.5M
  • Research and development13¢$6.7M
  • Other costs35¢$18.2M
  • Income tax0¢$156.0K

Out of $51.5M in revenue.4 The company lost money this year.

Where each dollar of operating cash went, fiscal 2025

  • Capital spending1¢$109.0K
  • Kept or used elsewhere99¢$7.6M

Out of $7.7M of cash from operations.4

Financial statements

Revenue567894$51.5M in 2025+13% since 2019
0$20.0M$40.0M$60.0M$80.0M2019: $45.7M$45.7M20192020: $30.6M$30.6M2020−33%2021: $39.4M$39.4M2021+29%2022: $58.1M$58.1M2022+48%2023: $72.6M$72.6M2023+25%2024: $43.4M$43.4M2024−40%2025: $51.5M$51.5M2025+19%
Gross profit567894$25.0M in 2025+14% since 2019
0$10.0M$20.0M$30.0M$40.0M2019: $21.9M$21.9M20192020: $12.9M$12.9M2020−41%2021: $15.4M$15.4M2021+19%2022: $24.4M$24.4M2022+59%2023: $38.4M$38.4M2023+57%2024: $21.5M$21.5M2024−44%2025: $25.0M$25.0M2025+16%
Operating income567894-$1.4M in 2025
-$10.0M-$5.0M0$5.0M$10.0M2019: $343.0K$343.0K20192020: -$8.2M-$8.2M20202021: -$9.4M-$9.4M2021+15%2022: -$7.7M-$7.7M2022−18%2023: $5.7M$5.7M20232024: -$3.6M-$3.6M20242025: -$1.4M-$1.4M2025−61%
Net income567894-$1.2M in 2025
-$10.0M-$5.0M0$5.0M2019: $516.0K$516.0K20192020: -$5.6M-$5.6M20202021: -$4.0M-$4.0M2021−28%2022: -$5.9M-$5.9M2022+47%2023: $4.7M$4.7M20232024: -$9.9M-$9.9M20242025: -$1.2M-$1.2M2025−87%

Every line of the income statement as filed: the last 2 fiscal years (annual) or 8 quarters (quarterly), latest first.4

Period ending2025-12-312024-12-31
Net sales$51.5M$43.4M
Cost of sales$26.5M$21.9M
Gross profit$25.0M$21.5M
Engineering, design and product development$6.7M$7.0M
Selling and marketing$8.4M$8.2M
General and administrative$11.3M$9.9M
Operating expenses$26.4M$25.1M
Operating loss-$1.4M-$3.6M
Interest expense-$339.0K-$322.0K
Interest income$537.0K$469.0K
Other, net$133.0K-$89.0K
Interest and other income (expense)$331.0K$58.0K
Loss before income taxes-$1.1M-$3.6M
Income tax expense-$156.0K-$6.3M
Net loss-$1.2M-$9.9M
Basic (in dollars per share)-$0.12-$0.99
Diluted (in dollars per share)-$0.12-$0.99
Basic (in shares)10.1M shares10.0M shares
Diluted (in shares)10.1M shares10.0M shares

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Corporate structure

TRANSACT TECHNOLOGIES INC 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 TRANSACT TECHNOLOGIES INC

  • Charles M. Gillman Filed SCHEDULE 13D/A on TRANSACT TECHNOLOGIES INC, latest Sep 11, 2026 (4 filings since Jul 6, 2026)
  • POPLAR POINT CAPITAL MANAGEMENT LLC Filed SCHEDULE 13D on TRANSACT TECHNOLOGIES INC, latest Jul 17, 2026 (4 filings since Nov 14, 2025)
  • BRC Group Holdings, Inc Filed SCHEDULE 13D/A on TRANSACT TECHNOLOGIES INC, latest May 27, 2026 (8 filings since Apr 6, 2022)
  • Silverberg Bernstein Capital Management LLC Filed SCHEDULE 13G/A on TRANSACT TECHNOLOGIES INC, latest Feb 17, 2026 (2 filings since Jan 14, 2025)
  • Grand Slam Asset Management LLC Filed SCHEDULE 13G/A on TRANSACT TECHNOLOGIES INC, latest Nov 13, 2025 (2 filings since Apr 5, 2024)
  • Harbert Discovery Fund, LP Filed SCHEDULE 13D/A on TRANSACT TECHNOLOGIES INC, latest Sep 24, 2025 (5 filings since Feb 3, 2022)
  • Bart C. Shuldman Filed SC 13G/A on TRANSACT TECHNOLOGIES INC, latest Feb 5, 2024 (3 filings since Feb 14, 2022)
  • ACCRETIVE CAPITAL PARTNERS, LLC Filed SC 13D on TRANSACT TECHNOLOGIES INC, latest Jan 9, 2024
  • Jeffrey M. Bernstein Filed SC 13G/A on TRANSACT TECHNOLOGIES INC, latest Jan 5, 2024 (2 filings since Aug 18, 2023)
  • WASATCH ADVISORS LP Filed SC 13G/A on TRANSACT TECHNOLOGIES INC, latest Apr 7, 2022 (2 filings since Feb 11, 2022)
  • 325 CAPITAL LLC Filed SC 13D/A on TRANSACT TECHNOLOGIES INC, latest Mar 31, 2022 (4 filings since Jan 31, 2022)
  • TRANSACT TECHNOLOGIES INC Hamden, Connecticut

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

What it owns

What TRANSACT TECHNOLOGIES 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
Construction in progress$04 Dec 31, 2025$73.0K4 Dec 31, 2024−100.0%
Property and equipment, before depreciation$19.8M4 Dec 31, 2025$21.2M4 Dec 31, 2024−6.8%
Accumulated depreciation$18.5M4 Dec 31, 2025$19.5M4 Dec 31, 2024−4.9%
Property and equipment, net$1.2M4 Dec 31, 2025$1.8M4 Dec 31, 2024−31.6%
Operating-lease assets (leased space)$557.0K4 Dec 31, 2025$1.1M4 Dec 31, 2024−51.2%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$20.4M4 Dec 31, 2025$14.4M4 Dec 31, 2024+42.0%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$2.6M4 Dec 31, 2025$2.6M4 Dec 31, 20240%
Intangible assets, net (excluding goodwill)$1.5M4 Dec 31, 2025$04 Dec 31, 2024
Finite-lived intangibles, gross$3.1M4 Dec 31, 2025$1.6M4 Dec 31, 2024+93.6%
Accumulated amortization$1.6M4 Dec 31, 2025$1.6M4 Dec 31, 20240%

Inventory

ItemLatestA year beforeChange
Inventory, total$10.9M4 Dec 31, 2025$16.2M4 Dec 31, 2024−32.8%
Finished goods$6.1M4 Dec 31, 2025$7.7M4 Dec 31, 2024−21.8%

Properties, in its own words

Our principal facilities are listed below. We believe that all facilities generally are in good condition, adequately maintained and suitable for their present and currently contemplated uses.

Location · Operations Conducted · Size (Approx. Sq. Ft.) · Owned or Leased · Lease Expiration Date

The rest of Item 2

Hamden, Connecticut · Executive offices · 3,630 · Leased · December 31, 2029

Ithaca, New York · Hardware design and development, assembly and service facility · 73,900 · Leased · May 31, 2026

Las Vegas, Nevada · Software design and development and casino and gaming sales office · 9,400 · Leased · June 30, 2031

Doncaster, UK · Sales office and service center · 6,000 · Leased · August 24, 2026

Macau, China · Sales office · 180 · Leased · April 30, 2026

93,110

Item 2 of the 10-K filed Mar 12, 2026.3

Leadership

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

Board members and other officers (28)

Timeline

  1. Aug 11, 20268-K Results of operations42
  2. Jun 29, 20268-K Executive or director change; Other events43
  3. May 27, 20268-K Shareholder vote44
  4. May 12, 20268-K Results of operations; Executive or director change; Other events45
  5. Apr 3, 20268-K Entered a material agreement46
  6. Mar 10, 20268-K Results of operations47
  7. Mar 3, 20268-K Bylaws or fiscal year changed48
  8. Feb 13, 20268-K Entered a material agreement; New debt or obligation49
  9. Jan 5, 20268-K Ended a material agreement50
  10. Nov 10, 20258-K Results of operations51
  11. Nov 7, 20258-K Entered a material agreement52
  12. Aug 6, 20258-K Entered a material agreement; Results of operations; Other events53
  13. Jan 4, 2006New chief executive Bart C. Shuldman becomes CEO12

Calendar

Coming up

  1. Nov 9, 2026Reports results for the quarter ending Sep/202654

When it reported results

  1. Aug 11, 2026Reported quarterly or annual results42
  2. May 12, 2026Reported quarterly or annual results45
  3. Mar 10, 2026Reported quarterly or annual results47
  4. Nov 10, 2025Reported quarterly or annual results51
  5. Aug 6, 2025Reported quarterly or annual results53
  6. May 13, 2025Reported quarterly or annual results55
  7. Mar 13, 2025Reported quarterly or annual results56
  8. Nov 7, 2024Reported quarterly or annual results57

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

Filings

294 filings to the SEC since October 2021: 6 annual reports, 15 quarterly reports, 47 major events, 166 insider forms, 37 large holders, 23 other. The latest 20:

  1. Sep 11, 2026SCHEDULE 13D/A EDGAR
  2. Sep 3, 2026SCHEDULE 13D/A EDGAR
  3. Aug 27, 2026SCHEDULE 13D/A EDGAR
  4. Aug 14, 202610-Q FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 2026 EDGAR
  5. Aug 11, 20268-K EDGAR
  6. Aug 4, 20264 PRIMARY DOCUMENT EDGAR
  7. Jul 17, 2026SCHEDULE 13D EDGAR
  8. Jul 13, 20264 PRIMARY DOCUMENT EDGAR
  9. Jul 13, 20263 PRIMARY DOCUMENT EDGAR
  10. Jul 6, 2026SCHEDULE 13D EDGAR
  11. Jul 2, 20264 PRIMARY DOCUMENT EDGAR
  12. Jun 29, 20268-K EDGAR
  13. Jun 5, 20264 EDGAR
  14. May 27, 20268-K EDGAR
  15. May 27, 2026SCHEDULE 13D/A EDGAR
  16. May 18, 20263 PRIMARY DOCUMENT EDGAR
  17. May 13, 202610-Q FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 2026 EDGAR
  18. May 12, 20268-K EDGAR
  19. May 4, 20264 EDGAR
  20. May 4, 20264 EDGAR

The 294 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

34 open-market trades by officers, directors and large owners since October 2021: 18 buys and 16 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Mar 16, 2026DILLON JOHNPresident and CEOBuy70,902$3.49$247.4KForm 4
Mar 13, 2026DILLON JOHNPresident and CEOBuy29,098$3.56$103.6KForm 4
Nov 17, 2025DEMARTINO STEVEN APresident, CFO, Treas. & Secr.Sale1,000$4.30$4.3KForm 4
Jan 23, 2024B. Riley Financial, Inc.10% ownerSale9,353$7.82$73.1KForm 4
Jan 22, 2024B. Riley Financial, Inc.10% ownerSale13,521$7.70$104.1KForm 4
Jan 19, 2024B. Riley Financial, Inc.10% ownerSale38,317$7.57$290.1KForm 4
Jan 18, 2024B. Riley Financial, Inc.10% ownerSale6,234$7.53$46.9KForm 4
Jan 17, 2024B. Riley Financial, Inc.10% ownerSale4,724$7.51$35.5KForm 4
Jan 16, 2024B. Riley Financial, Inc.10% ownerSale9,494$7.50$71.2KForm 4
Jan 12, 2024BRF Investments, LLC10% ownerSale3,043$7.50$22.8KForm 4
Jan 11, 2024BRF Investments, LLC10% ownerSale6,035$7.50$45.3KForm 4
Jan 10, 2024BRF Investments, LLC10% ownerSale8,208$7.50$61.6KForm 4
Jan 9, 2024RILEY BRYANT R10% ownerSale2,702$7.53$20.3KForm 4
Jan 8, 2024RILEY BRYANT R10% ownerSale8,838$7.51$66.4KForm 4
Jan 5, 2024RILEY BRYANT R10% ownerSale17,302$7.53$130.3KForm 4
Jun 6, 2023Dunning AudreyDirectorBuy1,500$7.54$11.3KForm 4
Nov 11, 2022B. Riley Securities, Inc.10% ownerBuy24,788$5.15$127.7KForm 4
Nov 9, 2022B. Riley Securities, Inc.10% ownerBuy185$4.00$740Form 4
Nov 8, 2022B. Riley Securities, Inc.10% ownerBuy1,100$4.00$4.4KForm 4
Nov 4, 2022RILEY BRYANT R10% ownerBuy11,118$4.00$44.5KForm 4

All 34 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
2025John M. Dillon$618.0K$1.3M69
2025Steven A. DeMartino$408.0K$1.0M69
2025Brent Richtsmeier$347.1K$757.8K69
2024Chief Executive Officer and Director$613.8K$1.5M69
2024PresidentChief Financial Officer, Treasurer and Secretary$405.2K$1.2M69
2024Chief Technology Officer$344.7K$573.9K69

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 36. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
325 Capital LLC1,011,789$5.9M1.4%No change
Silverberg Bernstein Capital Management LLC569,445$3.3M1.3%−21,734
Renaissance Technologies LLC414,037$2.4M0.0%+17,807
Vanguard Capital Management LLC381,556$2.2M0.0%+26,248
BlackRock, Inc.241,956$1.4M0.0%+6,781
Dimensional Fund Advisors LP199,924$1.2M0.0%−28,780
Credit Agricole S A160,000$934.4K0.0%New
Gamco Investors, Inc. Et Al150,000$876.0K0.0%No change
Geode Capital Management, LLC118,916$694.6K0.0%+4,868
Bard Associates Inc102,310$597.5K0.1%+2,289
Quinn Opportunity Partners LLC64,288$375.4K0.0%No change
Vanguard Fiduciary Trust Co62,871$367.2K0.0%+14,880
Globeflex Capital L P44,123$257.7K0.0%No change
Essex Investment Management Co LLC43,161$252.1K0.0%−172
Arrowstreet Capital, Limited Partnership43,032$251.3K0.0%No change
Gabelli Funds LLC38,000$221.9K0.0%No change
Bridgeway Capital Management, LLC34,845$203.5K0.0%No change
Teton Advisors, LLC32,500$189.8K0.1%No change
State Street Corp31,882$186.2K0.0%No change
Northern Trust Corp24,680$144.1K0.0%−22,896
Summit Trail Advisors, LLC18,983$110.9K0.0%No change
NewEdge Advisors, LLC16,601$96.9K0.0%−119,319
Goldman Sachs Group Inc12,142$70.9K0.0%−3,661
Legato Capital Management LLC10,194$59.5K0.0%No change
Hm Payson & Co8,000$46.7K0.0%No change

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

SEC filer profile

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

  • Name on EDGARTRANSACT TECHNOLOGIES INC1
  • CIK0001017303
  • Employer ID (EIN)06-14566803
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company3
  • Incorporated inDelaware3
  • Fiscal year endsDecember 311
  • Industry code (SIC)3577 Computer Peripheral Equipment, NEC1
  • SEC reviewing officeOffice of Technology, Division of Corporation Finance1
  • Business addressOne Hamden Center, 2319 Whitney Avenue, Suite 3B, Hamden, CT 065181
  • Phone203-859-68001
  • Shares outstanding10,324,471 as of Jul 31, 202611
  • Public float$32.0M as of Jun 30, 20253
  • AuditorCBIZ CPAs P.C., Hartford, CT PCAOB ID 199; no auditor attestation of internal control over financial reporting3
  • On EDGAR sinceJun 26, 19961
  • Filings1,318 in all: 4 (690), 8-K (224), 10-Q (90), SC 13G/A (36), SC 13D/A (31), 10-K (30), DEF 14A (30), SC 13G (27)1
    All 45 form types

    3 (26), S-8 (14), UPLOAD (11), SC 13D (10), 4/A (9), DEFA14A (9), CORRESP (8), SCHEDULE 13D/A (8), SD (8), 10-K/A (5), SCHEDULE 13G/A (5), 10-Q/A (4), 424B5 (3), 8-K/A (3), ARS (3), EFFECT (3), PRE 14A (3), S-3 (3), 8-A12G (2), 8-A12G/A (2), CT ORDER (2), NT 10-Q (2), S-3/A (2), SCHEDULE 13D (2), 3/A (1), 424B2 (1), 424B3 (1), 5 (1), NT 10-K (1), POS AM (1), POS AMI (1), POS462B (1), REGDEX (1), S-1 (1), S-1/A (1), S-3MEF (1), SCHEDULE 13G (1)

  • Latest filingsAnnual report (10-K) Mar 12, 2026
    Quarterly report (10-Q) Aug 14, 2026
    Proxy statement (DEF 14A) Apr 13, 2026
    Latest 8-K (8-K) Aug 11, 2026

Securities registered for trading

ClassSymbolExchange
Common stock, par value $0.01 per shareTACTNASDAQ

From the cover page of the 10-K filed Mar 12, 2026 (Section 12(b) of the Exchange Act).3

Risk factors and legal proceedings

The risks TRANSACT TECHNOLOGIES INC names in Item 1A of its 10-K filed Mar 12, 2026: 38 risks under these headings, as written.3

  • Risks Related to our Financial Condition and Future Operating Results
  • We have a history of net losses, we anticipate making further investments in product development and we may not be able to achieve, maintain or increase profitability in future periods.
  • Our operating results and financial condition may fluctuate.
  • Risks Related to Product Development
  • We may not realize the expected benefits of our acquisition of a perpetual license to the BOHA! source code within the anticipated time frame or at all.
  • Our revenue and profitability depend on our ability to continue to develop or license, on a timely basis, new products and technologies which are free from hardware or software anomalies and cannot be fraudulently manipulated, and customer acceptance of such products.
  • Risks Related to Our Partners and Suppliers
  • Until the in-housing of the BOHA! source code is complete, we continue to rely on third party service providers to host our FST software and deliver certain services, and any interruptions or delays in services from these third parties could impair the delivery of our products and services, and our business, results of operations, and financial condition could be materially adversely affected.
  • We rely on distributors and resellers to sell our products and services.
  • Risks Related to Our Operations
  • Our FST business depends substantially on our customers renewing their subscriptions with the Company. Any decline in our customer renewals could harm our FST business, results of operations and financial condition.
  • Because we rely in part on revenue from subscription contracts and recognize revenue from subscription contracts over the term of the relevant subscription period, downturns or upturns in sales are not immediately reflected in full in our results of operations.
The other 30 risks
  • Our calculation of recurring revenue and average revenue per unit (“ARPU”) may differ from how other SaaS-based companies calculate such metrics; our definitions include sales of our consumable labels, which generally fluctuate from period to period.
  • Overestimates or underestimates in our manufacturing forecasts could cause us to hold insufficient or excess inventory or result in delays in the manufacturing and delivery of our products, which could interfere with our ability to retain orders or provide services to our customers.
  • We depend on key personnel, the loss of whom could have a material adverse impact on our business.
  • Our ability to recruit, retain, and develop qualified personnel is critical to our success and growth.
  • If we fail to offer high quality support, our business and reputation could suffer.
  • We experience elements of seasonal fluctuations in the FST and POS markets which could cause our stock price to fluctuate.
  • Risks Related to Competition, Sales and Marketing
  • We compete in highly competitive markets, which are likely to become more competitive. Competitors may be able to respond more quickly to new or emerging technology and changes in customer requirements.
  • Our FST market operates in an emerging and evolving industry, which makes it difficult to evaluate the future prospects of this market.
  • Risks Related to Intellectual Property and Data Security
  • Cybersecurity and privacy breaches, cyber-attacks, or other disruptions could expose us to liability, affect our business, and damage our reputation.
  • The inability to protect our intellectual property rights could harm our reputation, damage our business or interfere with our competitive position.
  • Prosecuting or defending against intellectual property litigation could be time consuming and costly, and claims that we have infringed upon the intellectual property rights of others could impede our business and put us at a competitive disadvantage.
  • We may face difficulty keeping up with market developments in artificial intelligence and machine learning, and any such developments may be subject to rapidly evolving and extensive regulation.
  • Risks Related to Our Customers
  • We are dependent on sales to one large customer; the loss of this customer or reduction in orders from this customer could materially affect our sales.
  • Risks Related to Our International Operations
  • In addition to maintaining offices in the UK and Macau, we sell and ship a significant portion of our products internationally and rely on third parties that make up part of our global salesforce. The international nature of our operations may expose us to certain risks associated with doing business outside of the U.S., including risks posed by tariffs and changes in trade relations.
  • Risks Related to Global Political and Economic Conditions
  • We purchase component parts and labels from third-party and sole-source suppliers, and any interference with this supply chain may impact our ability to manufacture and sell our products.
  • Catastrophic events, political unrest or a downturn in economic conditions may disrupt our business.
  • Risks Related to Strategic Transactions and Business Growth
  • We may not be able to successfully identify and execute future acquisitions, dispositions or other strategic transactions or to successfully manage the impacts of such transactions on our operations.
  • Risks Related to Regulations, Taxation, Governance and the Environment
  • We recorded a full valuation allowance on the value of our net deferred tax assets in the United States, and we expect to maintain that full valuation allowance on such assets until we are able to demonstrate a consistent pattern of profitability.
  • Changes in tax rates or tax liabilities could affect results.
  • Risks Related to our Indebtedness
  • The agreement governing our credit facility contains restrictions and limitations that could significantly affect our ability to operate our business, as well as significantly affect our liquidity.
  • General Risk Factors
  • General economic conditions could have a material adverse effect on our business, operating results and financial condition.
  • Our stock price may fluctuate significantly.
  • Unfavorable analyst coverage or a reduction in analyst coverage of our common stock may adversely affect the price of our common stock.
  • Our common stock is thinly traded, and investors may be unable to sell their shares at their desired prices, or at all, and sales of large blocks of shares may adversely affect the price of our common stock.
  • If we raise additional capital in the future, existing stockholder ownership interest in the Company could be diluted or otherwise adversely impacted, and future sales of our common stock or other financing arrangements may cause our stock price to decline.
  • We do not intend to pay dividends for the foreseeable future, so investors must rely on price appreciation to realize a gain on their investment.
  • The Company’s goodwill may become impaired, which could require a significant charge to earnings be recognized.
  • We cannot provide any assurance that current laws, or any laws enacted in the future, will not have a material adverse effect on our business.
  • We take advantage of specified scaled disclosure requirements applicable to a “smaller reporting company” under Regulation S-K, and the information that we provide to stockholders may therefore be different than they might receive from other public companies. If some investors find our shares of common stock less attractive as a result of this scaled disclosure, there may be a less active trading market for our shares of common stock, which may increase the volatility of the market price of our common stock.
  • Our Amended and Restated By-Laws designate certain Delaware courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or stockholders.

Legal proceedings

The Company may, in the ordinary course of business, become a party to litigation involving collection matters, contract claims and other legal proceedings relating to the conduct of its business. As of December 31, 2025, we are not involved in any pending or, to our knowledge, threatened legal proceedings, including legal proceedings contemplated by governmental authorities, the outcome of which we believe would be material to our financial condition or results of operations.

The opening of Item 3, Legal Proceedings.3

Sources

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