{"url_path":"/sec/tact/10-k/2026/item-1a","section_key":"item-1a","section_title":"Item 1A Risk Factors.","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-03-12","source_url":"https://www.sec.gov/Archives/edgar/data/1017303/0001140361-26-009238-index.html","accession_number":"0001140361-26-009238","cik":"0001017303","ticker":"TACT","issuer_name":"TRANSACT TECHNOLOGIES INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1017303/0001140361-26-009238-index.html","primary_entity_key":"0001017303","primary_entity_name":"TRANSACT TECHNOLOGIES INC"},"word_count":12308,"has_tables":true,"body_markdown":"Item 1A. Risk Factors.\n\nInvestors should carefully consider the risks, uncertainties and other factors described below, as well as other disclosures in Part II, Item 7.\nManagement’s Discussion and Analysis of Financial Condition and Results of Operations, because they could have a material adverse effect on our business, financial condition, operating results, and growth prospects.  The risks described below are the\ncurrently known risks facing our Company that management deems to be material to the Company.  Additional risks and uncertainties not presently known to us, or that we currently believe to be immaterial, may also impair our business operations. If\nsuch risks or uncertainties materialize, our business, financial condition, cash flows and results of operations could be materially adversely affected.\n\nWe assume no obligation (and specifically disclaim any such obligation) to update these Risk Factors or any other forward-looking statements contained in\nthis Form 10-K to reflect actual results, changes in assumptions or other factors affecting such forward-looking statements, except as required by law.\n\n6\n\n[Index](#INDEX)\n\nRisks Related to our Financial Condition and Future Operating Results\n\nWe have a history of net losses, we anticipate making further investments in product development and we may not be\nable to achieve, maintain or increase profitability in future periods.\n\nIn 2025 and 2024, we incurred net losses of $1.2 and $9.9 million, respectively.  While we generated $4.7 million of net income in\n2023, we incurred net losses in each fiscal year from 2020 to 2022.  We may not be able to achieve or maintain profitability in the future.  In addition, we may make further investments in product development and may increase expenses in future\nperiods which may affect our ability to maintain or increase profitability.  We have expended, and expect to continue to expend, financial and other resources on developing our FST business, including acquiring a licensed copy of the BOHA! source\ncode, expanding our offerings, developing or acquiring new products and services and increasing our sales and marketing efforts. These efforts may be more costly than we expect and may not result in increased revenue or growth in our FST business.\nAny failure to increase our revenue sufficiently to keep pace with our investments and other expenses could prevent us from maintaining or increasing profitability or positive cash flow on a consistent basis.  This risk may be exacerbated by current\neconomic conditions, which have resulted, and may continue to result in increased costs on our products assembled in Thailand, inflationary pressures, and decreased demand for our products in the casino and gaming market.  If we are unable to\nsuccessfully address these risks and challenges as we encounter them, our business, financial condition, and results of operations could be adversely affected.\n\nOur operating results and financial condition may fluctuate.\n\nOur operating results and financial condition may fluctuate from quarter to quarter and year to year and are likely to continue to vary\ndue to a number of factors, many of which are not within our control.  If our operating results do not meet the expectations of securities analysts or investors, who may derive their expectations by extrapolating data from recent historical operating\nresults, the market price of our common stock will likely decline.  Fluctuations in our operating results and financial condition may occur due to a number of factors, including, but not limited to, those identified below and throughout this “Risk\nFactors” section:\n\n•\n\ndelays between our expenditures to develop and market new or enhanced products and consumables and the generation of sales from those products;\n\n•\n\nthe geographic distribution of our sales and our supply chain;\n\n•\n\nmarket acceptance of our products, both domestically and internationally;\n\n•\n\ndevelopment of new competitive products by others;\n\n•\n\nincreased levels of competition, including due to increased levels of competition in the POS automation market;\n\n•\n\nour responses to price competition;\n\n•\n\nour level of research and development activities;\n\n•\n\nchanges in the amount that we spend to develop, acquire or license new products, consumables, technologies or businesses, including costs associated with the recent\nacquisition of a licensed copy of the BOHA! source code;\n\n•\n\nchanges in the amount we spend to promote our products and services;\n\n•\n\nchanges in the cost of satisfying our warranty obligations and servicing our installed base of products;\n\n•\n\navailability of third-party components at reasonable prices or at all;\n\n•\n\ngeneral economic and industry conditions, including inflation and changes in interest rates affecting returns on cash balances, investments and debt, that affect\ncustomer demand;\n\n•\n\nchanges in customer demand due to supply chain constraints;\n\n•\n\nthe dependence of our supply chain on a few, foreign third party manufacturers and suppliers and the impact on our supply chain of product or component shortages and\ncost increases due to events beyond our control, including tariffs and other trade policies, inflation and political or social instability such as the ongoing Russia/Ukraine war, conflicts in the Middle East, and tensions between China and\nTaiwan and possible expansion of such war, conflicts or tensions;\n\n•\n\nsevere weather events, public health crises, military actions, the cost of insurance and other external events out of our control that can disrupt our operations or the\noperations of our customers’ or suppliers’ facilities; and\n\n•\n\nchanges in accounting rules and regulations.\n\nDue to all of the foregoing factors, and the other risks discussed in this Form 10-K, quarter-to-quarter comparisons of our operating results may not be an\nindicator of future performance.\n\n7\n\n[Index](#INDEX)\n\nRisks Related to Product Development\n\nWe may not realize the expected benefits of our acquisition of a perpetual license to the BOHA! source code within\nthe anticipated time frame or at all.\n\nOn August 5, 2025, the Company entered into a Source Code Purchase and Perpetual License Agreement (the “License Agreement”) and a related Transition\nStatement of Work (together with the License Agreement, the “Source Code Transition Agreement”) with Avery Dennison.\n\nPursuant to the Source Code Transition Agreement, the Company has acquired a non-exclusive, perpetual and royalty free license to a copy of the source code\nand associated documentation for the BOHA™ Control Center, BOHA™ Ops (including labeling, media, checklist and timer modules), and the BOHA™ Temp and BOHA™ Sense applications (the “Code”), subject to payment by the Company of the full purchase price\nof $2.55 million. This license allows the Company to use, modify, market, host, distribute, sublicense, copy and create derivative works of the Code for the Company’s business purposes. The Source Code Transition Agreement involves numerous risks, as\ndescribed further below.\n\nThe transition of the Code as contemplated by the Source Code Transition Agreement may require us to incur non-recurring and other charges, increase\ncertain expenditures, and divert certain engineering resources and management attention to support the transition of the Code into the Company’s systems.\n\nIn addition, Avery Dennison may be unable to provide the transition services required by the Source Code Transition Agreement, including its obligations\nunder each milestone for the transition services, or there may be defects in the Code. In any case, if the Company is unable to use the Code, we may need to seek comparable software from third parties or develop it internally, which could require\nsignificant time and expense. There could also be an interruption in the Company’s services during any period, including during or after the transition period, in which the Company has to develop a comparable capability, whether on its own or using\nthird-party products. There is no assurance that comparable software is readily available from other sources, or that if available, it would be of comparable quality and cost. Moreover, Avery Dennison retains ownership of the Code under the Source\nCode Transition Agreement.\n\nFurther, there can be no assurance that the Company will be successful in making any of the anticipated enhancements to the Code, that such enhancements\nwill not result in defects in the Code, or that such enhancements will be well received by customers.\n\nWe currently rely on a third-party cloud service provider for hosting services with respect to the BOHA! software, which is currently managed by Avery\nDennison. During the completion of the transition services under the Source Code Transition Agreement, we anticipate entering into a new agreement with the existing third-party cloud service provider to ensure continued hosting and support.  If the\nsoftware provider or cloud services provider were to terminate operations or otherwise be unavailable to provide hosting services, including during the transition from one hosting provider to another, the availability or usage of our software\nproducts could be disrupted and our customers could be adversely affected. Pursuant to the Source Code Transition Agreement, the Code, documentation and data are to be migrated into such third-party cloud hosting services that we would directly\nmanage. During such transition from one hosting environment to another, the availability or usage of the BOHA! software could be disrupted and our customers could be adversely affected. The third-party developer also currently provides certain\nproduct support and maintenance services to the Company’s customers. The Company will be responsible for providing these services going forward, and there can be no assurance that the Company will have sufficient capacity to provide such services in\na timely manner satisfactory to its customers. Any such occurrence could materially and adversely impact our reputation, business, financial condition and results of operations.\n\nIf we are unable to effectively manage these risks and uncertainties, our acquisition of the Code may not deliver the expected benefits within the\nanticipated time frame, or at all, and may also introduce other material risks that could adversely affect future results of the Company.\n\nOur revenue and profitability depend on our ability to continue to develop or license, on a timely basis, new\nproducts and technologies which are free from hardware or software anomalies and cannot be fraudulently manipulated, and customer acceptance of such products.\n\nOur success depends upon our, and our development partners’, ability to timely adapt our capabilities and processes to meet the demands of producing new\nand innovative products.  Because our newer products contain software and generally are more technologically sophisticated than those we have produced in the past, we must continually refine our capabilities to meet the needs of our product\ninnovation. In addition, the FST industry continues to experience technological developments and innovations (such as the use of artificial intelligence and machine learning), and if we are unable to provide enhancements, new features and\nintegrations for our existing platform (due to a lack of investment or otherwise), or if we are unable to efficiently adapt our infrastructure to meet the needs of our product innovations in a timely manner, our business could be negatively impacted.\n\nIn addition, even if we, or developers on our behalf, successfully develop such products, there is no assurance that our innovations will be accepted by\nour customers.  Developing and marketing new products, such as our line of BOHA! products, is costly, and our business could be materially adversely affected if we are unable to generate sufficient sales of such products or if our existing or new\ncustomers do not quickly accept such products.  Customer acceptance is crucial because new products typically have little competition and market penetration due to their novelty.  Customer acceptance of new products is never assured and may take time\nto materialize, even with respect to products developed with customer input. In addition, we may not be able to obtain necessary registrations, licenses, permits or regulatory approvals for new products in the casino and gaming market on a timely\nbasis or at all, which may adversely affect our ability to develop such products. Further, technological innovation often results in unintended consequences such as bugs, vulnerabilities, and other system failures. Any such bug, vulnerability, or\nfailure, especially in connection with a significant technical implementation or change, could result in lost business, harm to our brand or reputation, consumer complaints, and other adverse consequences, any of which could materially adversely\naffect our business, results of operations, and financial condition.\n\n8\n\n[Index](#INDEX)\n\nRisks Related to Our Partners and Suppliers\n\nUntil the in-housing of the BOHA! source code is complete, we continue to rely on third party service providers to\nhost 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\nmaterially adversely affected.\n\nWe rely on a third-party service provider to host our FST software. Third parties also provide services to key aspects of our operations, including\nInternet connections and networking, data storage and processing, trust and safety and security infrastructure.  We do not control the operation, physical security, or data security of any of these third-party providers. Our efforts to use\ncommercially reasonable diligence in the selection and retention of such third-party providers may be insufficient or inadequate to prevent or remediate such operational and security risks. Our third-party providers may be subject to intrusions,\ncomputer viruses, denial-of-service attacks, sabotage, acts of vandalism, acts of terrorism or other misconduct. They are vulnerable to damage or interruption from power loss, telecommunications failures, fires, floods, earthquakes, hurricanes,\ntornadoes, and similar events, and they may be subject to financial, legal, regulatory, and labor issues, each of which may impose additional costs or requirements on us or prevent these third parties from providing services to us or our customers on\nour behalf. From time to time, our software maintained by these third parties has experienced brief interruptions in service which we have been able to resolve promptly by working with the third-party providers, and there may be future such\ninterruptions that could have a material adverse effect on our customer relationships or be more costly or time-consuming to resolve.  In addition, these third parties may breach their agreements with us, disagree with our interpretation of contract\nterms or applicable laws and regulations, refuse to continue or renew these agreements on commercially reasonable terms or at all, fail to or refuse to process transactions or provide other services adequately, take actions that degrade the\nfunctionality of our platform and services, increase prices, impose additional costs or requirements on us or our customers, or give preferential treatment to our competitors. If we are unable to procure alternatives in a timely and efficient manner\nand on acceptable terms, or at all, we may be subject to business disruptions, losses, or costs to remediate any of these deficiencies. The occurrence of any of the above events could result in reputational damage, legal or regulatory proceedings,\nloss of customers or other adverse consequences, any of which could materially adversely affect our business, results of operations, and financial condition.\n\nWe are currently dependent upon a manufacturer located in Thailand for the manufacturing and assembly of\nsubstantially all of our printers and terminals, and any further or future disruption in the businesses or operations of this manufacturer or changes to our relationship with this manufacturer/increased costs of products from this manufacturer,\nincluding as a result of political, social or economic instability, war, trade restrictions or tariffs, severe weather, changes in climate, additional public health crises and other events out of our control, could materially adversely affect our\nbusiness, financial condition and results of operations.\n\nIn an effort to maximize cost savings and operational benefits, we have outsourced substantially all of the manufacturing and assembly of our printers and\nterminals to a contract manufacturer located in Thailand.  As a result, we are dependent on this manufacturer for the manufacturing of our products, and any disruption in such manufacturing or the export of products from this manufacturer to the\nUnited States, or the cost of such manufacturing and export, may adversely affect our business, financial condition and results of operations.\n\nRisks affecting the businesses and operations of our manufacturer in Thailand\nand the cost to us of the products sourced from this manufacturer include: political and regional strife; war; labor shortages; severe weather and natural disasters such as earthquakes, hurricanes, fires, and floods, whether as a result of climate\nchange or otherwise; lengthy power outages; increased pricing, financial instability and capacity constraints of shippers; and concerns with or threats of public health crises, contagious diseases or health epidemics.  We are also exposed to risks\nrelating to the government imposition of tariffs, which may have an impact on the cost or availability of products or components that we purchase. Trade policy between the United States and Thailand, and more broadly, remains subject to\nongoing legislative, executive, judicial and international developments. Changes in tariff rates, the implementation of new trade restrictions, the elimination of existing measures, or retaliatory actions by foreign governments could increase our\noperating costs, reduce demand for our products, or disrupt our supply chain. Because the scope, timing and duration of any such measures are uncertain, we cannot predict their ultimate impact on our business, financial condition and results of\noperations.\n\nTariffs have impacted, and we expect that tariffs will continue to impact, certain goods that are assembled and imported from our contract manufacturer in\nThailand.  Potential future changes in tariffs and trade policies by the United States on imports from Thailand (or other countries, such as China), retaliatory trade measures in response, or judicial developments affecting existing tariffs have\nresulted in cost increases and may in the future result in additional costs and pricing pressures, supply chain disruptions, volatile or unpredictable customer spending patterns and increased economic or geopolitical risk that we may not be able to\noffset or otherwise mitigate, any or all of which could adversely impact our business, financial condition and results of operations.\n\nIf the contract manufacturer is unable to manufacture our products or continue operating its facilities, as occurred in connection with the COVID-19\npandemic, or if cost increases (as a result of tariffs or otherwise) make continued reliance on the contract manufacturer impractical, we will have limited means for the final assembly of a majority of our products until we are able to secure the\nmanufacturing capability at another facility, develop an alternative manufacturing facility or qualify and begin sourcing from an alternative contract manufacturer, which could be costly and time consuming and have a material adverse effect on our\noperating and financial results.\n\nWe may also incur increased business continuity and reputational risks to the extent that we continue to outsource the manufacturing and assembly of our\nproducts to foreign third-party service providers.  For example, outsourcing of manufacturing prevents us from exercising control over the assembly of certain of our products and related operations or processes, including the internal controls\nassociated with operations and processes conducted and the quality of our products assembled by contract manufacturers.  If we are unable to effectively manage and oversee our outsourcing strategy, we may not realize cost structure efficiencies and\nour operating and financial results could be materially adversely affected.  Outsourcing also exposes us to increased risk of infringement or misappropriation of our intellectual property, to which our manufacturers have access.  Because our\nmanufacturer is located in Asia, there is no guarantee that our intellectual property rights will be protected or enforced to the same extent as under U.S. federal and state laws. Consequently, we may not be able to prevent third parties from\ndeveloping or selling products made using our technologies.\n\n9\n\n[Index](#INDEX)\n\nWe rely on distributors and resellers to sell our products and services.\n\nWe use a variety of distribution channels, including OEMs and distributors, to market and sell our products and services.  We may be adversely impacted by\nany conflicts that could arise between and among our various sales channels.\n\nOur dependence upon distributors and resellers exposes us to numerous risks, including:\n\n•\n\nloss of channel and the ability to bring new products to market;\n\n•\n\nconcentration of credit risk, including disruption in distribution should the distributors, and / or resellers’ financial condition deteriorate;\n\n•\n\nreduced visibility to end user demand and pricing issues which makes forecasting more difficult;\n\n•\n\ndistributors or resellers leveraging their buying power to change the terms of pricing, payment and product delivery schedules; and\n\n•\n\ndirect competition should a distributor or reseller decide to manufacture printers internally or source printers from a competitor.\n\nWe cannot guarantee that resellers will not reduce, delay or eliminate purchases from us, which could have a material adverse effect upon the business,\nconsolidated results of operations and financial condition.\n\nRisks Related to Our Operations\n\nOur FST business depends substantially on our customers renewing their subscriptions with the Company. Any decline\nin our customer renewals could harm our FST business, results of operations and financial condition.\n\nOur subscription offerings are term-based, and in order for us to maintain or improve our results of operations, it is important that our customers renew\ntheir subscriptions with us when the existing subscription term expires and renew on the same terms or terms more favorable to the Company. Our customers have no obligation to renew their applications and subscriptions, and they may not renew one or\nmore of their applications as they are purchased separately and individually.  We also may not be able to accurately predict customer renewal rates. Customers may elect not to renew their subscriptions with us for a variety of reasons, including as a\nresult of changes in their strategic priorities, budgets and costs and, in some instances, due to competing solutions. Our retention rate may also decline or fluctuate as a result of a number of other factors, including our customers’ satisfaction or\ndissatisfaction with our solutions, the increase in the contract value of subscription and support contracts from new customers, the effectiveness of our customer support services, our pricing, the prices of competing products or services, global\neconomic conditions and the other risk factors described herein. As a result, there can be no assurance that our FST customers will renew any or all of their individually purchased application subscriptions.  If our customers do not renew their\nsubscriptions or renew on less favorable terms, our business, results of operations and financial condition may be adversely affected.\n\nBecause we rely in part on revenue from subscription contracts and recognize revenue from subscription contracts\nover the term of the relevant subscription period, downturns or upturns in sales are not immediately reflected in full in our results of operations.\n\nSubscription services revenue accounts for a growing portion of our FST revenue. Sales of new or renewal subscription contracts may decline or fluctuate as\na result of a number of factors, including customers’ level of satisfaction with our solutions, the prices of our subscriptions, the prices and features of products or subscriptions offered by our competitors, reductions in our customers’ spending\nlevels, or other changes in consumer behavior. If our sales of new or renewal subscription contracts decline, our revenue and revenue growth may decline. We recognize subscription revenue ratably over the term of the relevant subscription period,\nwhich is generally 12 months in duration. As a result, much of the subscription revenue we report each quarter is derived from subscription contracts that we sold in prior quarters.\n\nConsequently, a decline in new or renewed subscription contracts in any one quarter will not be fully reflected in revenue in that quarter but will\nnegatively affect our revenue in future quarters. Accordingly, the effect of a significant downturn in new or renewal sales of our subscriptions is not reflected in full in our results of operations in a given period. Also, it is difficult for us to\nrapidly increase our subscription revenue through additional sales in any period, as revenue from new and renewal subscription contracts must be recognized ratably over the applicable subscription period. Furthermore, any increases in the average\nterm of subscription contracts would result in revenue for those subscription contracts being recognized over longer periods of time.\n\nOur calculation of recurring revenue and average revenue per unit (“ARPU”) may differ from how other SaaS-based\ncompanies calculate such metrics; our definitions include sales of our consumable labels, which generally fluctuate from period to period.\n\nWe use recurring revenue and ARPU as performance indicators in connection with our FST market, and we include consumable label sales, in addition to\nsubscription software, extended warranty and service contracts, in our calculation of these metrics. Consumable labels are not sold on a subscription basis or subject to any minimum purchase requirements. In addition, our label sales typically\nfluctuate and are dependent upon the current demand from food service and restaurant customers, which may be affected by factors such as general economic downturns and seasonality. As a result, our use and definitions of recurring revenue and ARPU\nmay not be comparable with, and may be subject to, increased fluctuation relative to those of other SaaS-based companies that do not include non-subscription components such as label sales in their definitions of recurring revenue or ARPU.\n\n10\n\n[Index](#INDEX)\n\nOverestimates or underestimates in our manufacturing forecasts could cause us to hold insufficient or excess\ninventory 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.\n\nIf we fail to predict our manufacturing requirements accurately, we could incur additional costs or experience manufacturing delays. We currently use a\nrolling 12-month forecast based primarily on our anticipated product orders and our product order history to help determine our requirements for purchasing components, raw materials and finished products. It is important that we accurately predict\nboth the demand for our products and the lead-time required to obtain the necessary components,  raw materials and finished products.  We have also modified our products in the past to substitute available components in the place of those that have\nbecome scarce or difficult to obtain, and in some instances have identified alternate sources for certain components.\n\nLead times for materials and components that we order vary significantly and depend on factors such as the specific supplier, the size of the order,\ncontract terms, and demand for each component at a given time, as well as supply shortages with respect to raw materials needed to produce the components. If we underestimate our requirements, or if we are unable to obtain components on time due to\nsupply shortages, as occurred during the  global supply chain disruptions in 2022 and 2023, we may have inadequate manufacturing capacity or\ninventory, which could interrupt manufacturing of our products and interfere with our ability to timely deliver products to our customers and adversely impact our sales. Alternatively, if we overestimate our requirements, we could have excess\ninventory of parts and finished products. Some of the actions we took to meet customer demand in the face of the supply chain disruptions in 2022 and 2023 raised our costs and decreased margins on our products, and any such actions that we take in\nthe future could have a similar effect.  Any future underestimate or overestimate of supply requirements, and any actions we may take in the future to navigate supply chain disruptions, could have a material adverse effect on our business and results\nof operations.\n\nWe depend on key personnel, the loss of whom could have a material adverse impact on our business.\n\nOur future success may depend in significant part upon the continued service of certain key management and other personnel.  There can be no assurance that\nwe will be able to recruit and retain such personnel.  The loss of either John M. Dillon, the Company’s Chief Executive Officer, or Steven A. DeMartino, the Company’s President, Chief Financial Officer, Treasurer and Secretary, or the loss of certain\ngroups of key employees, such as our sales, operations and engineering teams, could have a material adverse effect on our business and results of operations.\n\nOur ability to recruit, retain, and develop qualified personnel is critical to our success and growth.\n\nTo successfully compete and grow our business, we must recruit, develop and retain highly qualified managerial, technical and sales and marketing\npersonnel. In addition, we must develop, maintain and, as necessary, implement appropriate succession plans to ensure we have the necessary human resources capable of maintaining continuity in our business.\n\nThe market for qualified personnel is competitive, and we may not succeed in recruiting additional personnel or may fail to effectively replace current\npersonnel who depart with qualified or effective successors. Our effort to retain and develop personnel may also result in significant additional expenses, which could adversely affect our profitability.  We are also substantially dependent on our\nsales force to obtain new customers and increase sales to existing customers. There is significant competition for sales personnel with the skills and technical knowledge that we require. Our ability to achieve significant revenue growth will depend,\nin large part, on our success in recruiting, training, and retaining a sufficient number of sales personnel to support our growth. If we are unable to hire, train, and retain a sufficient number of qualified and successful sales personnel, our\nbusiness, financial condition, and results of operations may be harmed.\n\nIf we fail to offer high quality support, our business and reputation could suffer.\n\nOur customers rely on us and our third-party service providers for support of our software and services included in our FST subscription packages.\nHigh-quality support is important for the renewal and expansion of our agreements with existing customers. The importance of high-quality support will increase as we expand our business and pursue new customers. If we or our third-party service\nproviders do not help our customers quickly resolve issues and provide effective ongoing support, our ability to sell new FST products to existing and new customers could suffer and our reputation and relationships with existing or potential\ncustomers could be harmed.\n\nWe experience elements of seasonal fluctuations in the FST and POS markets which could cause our stock price to\nfluctuate.\n\nOur FST business is highly dependent on the behavior patterns of our customers and their guests. Restaurants typically reduce purchases of equipment in the\nfourth calendar quarter due to the increased volume of transactions during the holiday period, which may negatively impact sales of our FST products or POS printers during that period. As a result, seasonality may cause fluctuations in our financial\nresults, and other trends that develop may similarly impact our results of operations.\n\nRisks Related to Competition, Sales and Marketing\n\nWe compete in highly competitive markets, which are likely to become more competitive. Competitors may be able to\nrespond more quickly to new or emerging technology and changes in customer requirements.\n\nWe face significant competition in developing and selling our printers, terminals, software, labels and services.  Our principal competitors have\nsubstantial marketing, financial, development and personnel resources.  To remain competitive, we believe we must continue to provide:\n\n•\n\ntechnologically advanced products that satisfy user demands;\n\n•\n\nsuperior customer service;\n\n•\n\nhigh levels of quality and reliability; and\n\n•\n\ndependable and efficient distribution networks.\n\n11\n\n[Index](#INDEX)\n\nWe cannot ensure we will be able to compete successfully against current or future competitors.  Increased competition may result in price reductions,\nlower gross profit margins and loss of market share, and could require increased spending on research and development, sales and marketing and customer support.  For example, during 2025 we experienced increased competitive pressure in the POS\nautomation market, which has led to price reductions on our POS automation printer and reduced sales in this market. In addition, some competitors may make strategic acquisitions or establish cooperative relationships with suppliers or companies that\nproduce complementary products.  Any of these factors could reduce our earnings.\n\nOur FST market operates in an emerging and evolving industry, which makes it difficult to evaluate the future\nprospects of this market.\n\nWe launched our BOHA! line of products in 2019 and have grown our FST offerings significantly since then.  This is  a continually evolving market as\ntechnology develops to automate back-of-house tasks that were historically performed manually.  This evolving nature of the FST market may make it difficult to evaluate our future prospects in this market and the risks and challenges we may\nencounter. These risks and challenges include, but are not limited to, our ability to:\n\n•\n\naccurately forecast our revenue and plan our operating expenses;\n\n•\n\nincrease the number of customers (and retain existing customers and their guests) using our platform;\n\n•\n\nsuccessfully compete with current and future competitors;\n\n•\n\nsuccessfully expand our market presence in existing markets and enter new markets and geographies;\n\n•\n\nmaintain and enhance the value of our reputation and brand;\n\n•\n\ndevelop and maintain strategic relationships with other market participants that provide complementary products;\n\n•\n\nadapt to rapidly evolving trends in the ways our customers interact with technology, including through the use of emerging artificial intelligence and machine learning\ntechnologies;\n\n•\n\ntimely respond to customer needs with technology developments that enable our products to evolve to meet the changing demands of the marketplace;\n\n•\n\navoid interruptions or disruptions in our service; and\n\n•\n\nmanage the risk of loss relating to food safety issues if there is a failure of our offerings designed to help in part to assure perishable goods are safely preserved.\n\nRisks Related to Intellectual Property and Data Security\n\nCybersecurity and privacy breaches, cyber-attacks, or other disruptions could expose us to liability, affect our\nbusiness, and damage our reputation.\n\nWe are increasingly dependent on information technology systems and infrastructure for our business. We collect, store, and transmit sensitive information\nincluding intellectual property, proprietary business information and personal information of employees and, to a lesser extent, customers in connection with business operations. Further, our BOHA!  applications currently rely on a third-party cloud\nservice provider and will continue to be hosted by existing third-party cloud service providers following the transition of the BOHA! source code to TransAct.  The\nsecure maintenance of the information stored on our systems and such third-party systems is critical to our operations and business strategy. Any system outages, and any interruptions or other disruptions to our software applications, including as a\nresult of unexpected errors or mistakes in connection with over-the-air updates, could materially adversely affect our business, results of operations, and financial condition.\n\nIn addition, some of the information that we and third-party service providers collect, store and transmit could be an attractive target of criminal attack\nby third parties with a wide range of motives and expertise, including organized criminal groups, disgruntled current or former employees, and others. Cyber-attacks are of ever-increasing levels of sophistication, and despite our extensive security\nmeasures, our information technology and infrastructure may be vulnerable to such attacks or may be breached, including due to employee error or malfeasance.  We have experienced such breaches in the past, but they have not had a material effect on\nour business, financial condition or results of operations. Any such breach that occurs in the future could compromise our networks or the networks of third-party service providers, and the information stored there could be accessed, publicly\ndisclosed, lost or stolen, and our business operations may be interrupted. If our systems become compromised, we may not promptly discover the intrusion. In addition, the techniques used to obtain unauthorized access to networks, or to sabotage IT\nsystems, change and evolve frequently, including through the use of artificial intelligence and quantum computing, and generally are not recognized until launched against a target.  We may be unable to anticipate these techniques or to implement\nadequate preventative measures.  Like other companies in our industry, we have experienced attacks to our data and systems, including malware and computer viruses\nthat we have been able to detect and eliminate, and incidents resulting in immaterial disruptions to our business that were remediated. If our systems fail or are breached or disrupted by future attacks, we could lose product sales and suffer other\nadverse consequences, such as reputational damage, litigation, remediation costs, ransomware payments, and loss of customer confidence and the confidence of our vendors and suppliers. Such incidents could require notification to affected individuals\nand may result in legal claims or proceedings and liability under federal and state laws that protect the privacy and security of personal information. If third parties use a cyber-attack to gain access to our proprietary information, they may sell\nit or use it to duplicate our products, which could put us at a competitive disadvantage. Any one of these events could cause our business to be materially harmed and our results of operations to be adversely impacted, and there can be no assurance\nthat the insurance that we maintain to address certain aspects of cybersecurity risks will be sufficient to cover all losses or all types of claims that may arise.\n\n12\n\n[Index](#INDEX)\n\nThese risks may be exacerbated by global political unrest.  For example, the Russia–Ukraine war and other international hostilities, and related sanctions\nimposed by the U.S. government may expose government entities and public and private U.S. companies to attempted or actual cyber-security attacks launched for geopolitical reasons or in conjunction with, or to finance, military conflicts and defense\nactivities.  These attacks could materially disrupt our supply chain or our systems and operations or those of our customers and suppliers and may lead to loss of data and income, reputational harm and diversion of funds.  See Part I, Item 1C.\nCybersecurity, of this Form 10-K for information regarding our cybersecurity risk management practices.\n\nThe inability to protect our intellectual property rights could harm our reputation, damage our business or\ninterfere with our competitive position.\n\nOur intellectual property is valuable and provides us with certain competitive advantages.  Copyrights, patents, trademarks, service marks, trade secrets,\ntechnology licensing agreements, nondisclosure agreements and contracts are used to protect these proprietary rights. Despite these precautions, it may be possible for third parties to copy aspects of our products or, without authorization, to obtain\nand use information that we regard as trade secrets.  Our pending patents may be denied, and our patents may be circumvented by our competitors. In addition, the laws of some foreign countries do not protect our proprietary rights as fully as the\nlaws of the United States. There can be no assurance that our means of protecting our proprietary rights in the United States or abroad will be adequate or that competing companies will not independently develop similar technologies. Our failure to\nadequately protect our proprietary rights could have a material adverse effect on our competitive position and our business.\n\nProsecuting or defending against intellectual property litigation could be time consuming and costly, and claims\nthat we have infringed upon the intellectual property rights of others could impede our business and put us at a competitive disadvantage.\n\nProsecuting and defending against intellectual property litigation is generally complex, costly, protracted, and highly disruptive to business operations\nby diverting the attention and energies of management and key technical personnel.  We are committed to aggressively asserting and defending our technology and related intellectual property rights, which we have spent a significant amount of money to\ndevelop.  Similarly, third parties have claimed and may claim, from time to time in the future, that we have violated their intellectual property rights. In the event that a court rules that we have violated a third party’s patent or other\nintellectual property rights, we may be prevented from operating our business as planned and may be required to pay damages, to obtain a license, if available, or to use a non-infringing method, if possible, to accomplish our objectives. Litigation\nrelating to any such claims could be costly and, if successful, could result in costly judgments or settlements, and there can be no assurance that a license or a substitute technology will be available on favorable terms, or at all. Any such outcome\ncould have a material adverse effect on our business, financial condition and results of operations.\n\nWe may face difficulty keeping up with\nmarket developments in artificial intelligence and machine learning, and any such developments may be subject to rapidly evolving and extensive regulation.\n\nOur industry is marked by rapid technological developments and innovations (such as the use of artificial intelligence and machine learning) and evolving\nindustry standards. If we are unable to provide enhancements and new features and integrations for our existing platform, develop new products that achieve market acceptance, or innovate quickly enough to keep pace with these rapid technological\ndevelopments, our business could be harmed.\n\nIn addition, laws and regulations regarding artificial intelligence and machine learning are evolving rapidly.  Technology underlying artificial\nintelligence and machine learning, and the use of such technologies, are subject to a variety of laws and regulations, including intellectual property, data privacy and cybersecurity, consumer protection and competition laws, and are expected to be\nsubject to increased regulation and new laws or new applications of existing laws and regulations, which may vary by jurisdiction. Further, because these technologies are highly complex and rapidly developing, it is not possible to predict all of the\nlegal, operational or technological risks that may arise relating to the use of artificial intelligence and machine learning.\n\nRisks Related to Our Customers\n\nWe are dependent on sales to one large customer; the loss of this customer or reduction in orders from this customer\ncould materially affect our sales.\n\nCasino and gaming sales to Light & Wonder represent a material percentage of our net sales.  A reduction, delay or cancellation in orders from this\ncustomer, including reductions or delays due to market, economic, or competitive conditions in the industries in which we serve, could have a material adverse effect upon our results of operations.\n\nRisks Related to Our International Operations\n\nIn addition to maintaining offices in the UK and Macau, we sell and ship a significant portion of our products\ninternationally 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\nchanges in trade relations.\n\nWe sell a significant amount of our products to customers outside the United States. Shipments to international customers are expected to continue to\naccount for a material portion of net sales. In addition, our manufacturer and suppliers are largely located in Thailand.  As a result, our products are largely exported to one of our facilities in the United States, which makes our operations\nvulnerable to disruptions in trade that could adversely affect our business results.  For a discussion of risks related to our Thailand-based manufacturer, including tariffs and other trade actions, see the risk factor above captioned “We are currently dependent upon a manufacturer located in Thailand for the manufacturing and assembly of substantially all of our printers and terminals, and any further or\nfuture disruption in the businesses or operations of this manufacturer or changes to our relationship with this manufacturer/increased costs of products from this manufacturer, including as a result of political, social or economic instability,\nwar, trade restrictions or tariffs, severe weather, changes in climate, additional public health crises and other events out of our control, could materially adversely affect our business, financial condition and results of operations.”\n\n13\n\n[Index](#INDEX)\n\nOur international operations, including our reliance on manufacturers and suppliers located in Thailand, our worldwide sales team, and our sales to\ncustomers located outside the United States, expose us to disruptions in trade and other associated risks such as:\n\n•\n\nthe imposition of additional duties, tariffs, quotas, taxes, trade barriers, capital flow restrictions and other charges on imports and exports by the United States or\nthe governments of the countries in which we or our manufacturers and suppliers operate;\n\n•\n\ndelays in the delivery of cargo due to port security considerations, labor disputes such as dock strikes, and our reliance on a limited number of shipping and air\ncarriers, which may experience capacity issues that adversely affect our ability to ship inventory in a timely manner or for an acceptable cost;\n\n•\n\nfluctuations in the value of the U.S. dollar against foreign currencies, which could restrict sales, or increase costs of purchasing, in foreign countries;\n\n•\n\neconomic or political instability in any of the countries in which we or our manufacturers or suppliers operate, which could result in a reduction in demand for our\nproducts or impair our foreign assets;\n\n•\n\na reduced ability or inability to sell in or purchase from certain markets as a result of export or import restrictions;\n\n•\n\npotentially limited intellectual property protection in certain countries, such as China, may limit recourse against infringing products or cause us to refrain from\nselling in certain geographic territories;\n\n•\n\ndifficulties staffing and managing foreign operations; and\n\n•\n\neconomic uncertainties and adverse economic conditions (including inflation and recession).\n\nOur business interruption insurance does not cover all possible situations, and there can be no assurance that the coverage would be adequate to compensate\nus for all losses that may occur in the event of a disruption.  In addition, the business interruption insurance would not compensate us for the loss of opportunity and potential adverse impact, both short-term and long-term, on relations with our\nexisting customers resulting from our inability to produce products for them.\n\nRisks Related to Global Political and Economic Conditions\n\nWe purchase component parts and labels from third-party and sole-source suppliers, and any interference with this\nsupply chain may impact our ability to manufacture and sell our products.\n\nWe rely on third-party or sole-source suppliers to provide certain key components for our products.  We do not have guaranteed supply contracts with any of\nour component suppliers, and our suppliers could delay shipments, increase prices or cease manufacturing or selling such components to us at any time, as occurred as a result of such as the shortages in global microchip availability we experienced\nduring much of 2022 and 2023.  These disruptions resulted in delays in delivery of products to customers and similar disruptions in the future could result in additional delays, even if we are able to source components from alternate suppliers. \nSupply chain disruptions have, in the past, impacted our ability to maintain sufficient inventory on hand.  As a result, we have paid, and if disruptions recur we may have to pay in the future, increased shipping charges to expedite our receipt of\ncomponents and inventory and the delivery of finished products to our customers.  In addition, we have incurred increased costs to obtain certain products and components from alternate suppliers when our usual suppliers did not have products\navailable for us, and we may incur such costs in the future if we need to seek alternate suppliers for any of our components.  Cost increases and component shortages may be exacerbated by events beyond our control, such as changing economic\nconditions, inflation, currency and commodity price fluctuations, tariffs (including those imposed by the U.S. government) and other related trade actions, trade wars, resource availability, transportation costs, weather conditions and natural\ndisasters, political unrest and instability, war (such as the ongoing military conflict between Russia and Ukraine and the conflicts in the Middle East) and other factors impacting supply and demand pressures.  Recurring or worsening disruptions in\nthe supply chain of such component parts and consumable products could delay our production or release of our new products, cause us to incur additional freight costs and hinder our ability to meet our commitments to customers. If we are unable to\nobtain sufficient quantity of these components on commercially reasonable terms or in a timely manner, or if we are unable to obtain alternative sources for the components, sales of our products could be delayed or halted entirely or we may have to\nredesign our products to help meet market demand, as we did with certain products during the supply chain disruptions experienced in 2022 and 2023.  In addition, supply chain constraints and the resulting delays affected customer ordering habits and\ncustomer demand by leading to a temporary increase in advance orders in 2022 and into 2023.  This resulted in a significant slowdown in customer order and shipment rates in 2024 as customers struggled to sell their on-hand inventory and continued\ninto the first two months of 2025.  Further, there can be no assurance that any cost increases attributable to future supply chain disruptions can be fully offset by price increases, or that we will continue to be able to fulfill orders on time, and\ncontinued or prolonged impacts on our supply chain may result in lost sales, reduced gross margins or damage to our end-customer relationships, which would have a material adverse effect on our financial results.\n\n14\n\n[Index](#INDEX)\n\nCatastrophic events, political unrest or a downturn in economic conditions may disrupt our business.\n\nGeopolitical events, social unrest, war or the threat of war, including repercussions of the war  between Russia and Ukraine, the conflicts in the Middle\nEast, tensions between China and Taiwan, terrorism, political instability, acts of public violence, boycotts, labor discord or disruptions, hostilities, pandemics or other public health crises, natural disasters or other catastrophic events may cause\ndamage or disruption to our operations or the operations of our customers, international commerce, and the global economy, and thus could harm our business. In particular, the reactions of governments, markets, and the general public to such events,\nmany of which are beyond our control, may result in a number of adverse consequences for our customers, business, operations, and results of operations.\n\nFor example, the continuing war between Ukraine and Russia, as well as the\nfinancial and trade-related restrictions associated with Russia and Belarus and economic sanctions on certain individuals and entities in Russia and Belarus, have impacted international trade relations and have contributed to sustained\nincreases in the cost of materials, components, energy, freight and insurance.  If this war continues to persist or escalates, it may further disrupt global supply chains\nand could result in shortages of key materials or components that our suppliers require to satisfy our needs.  Any increases in the cost, or shortages, of raw materials, components or energy may continue to create supply issues that could\nconstrain manufacturing levels for our products.\n\nIn addition, based on the complex relationships among China, Hong Kong, Taiwan, and the United States, and broader geopolitical developments, there is risk\nthat political, diplomatic, and national security influences could lead to trade, technology, export-controls, sanctions or capital-markets restrictions, or other disruptions that may affect our business or suppliers in Asia. These tensions may be\nexacerbated by continuing or new sanctions imposed in connection with the Russia–Ukraine war. For example, the United States, the European Union and the United Kingdom have imposed sanctions and other restrictions on certain China- and Hong\nKong-based entities in connection with the Russia–Ukraine war and related sanctions evasion concerns, and additional measures could be adopted or expanded. Any increase in geopolitical tensions or expansion of sanctions either in Russia or Belarus or\nagainst China- or Hong-Kong-based entities may have a significant negative impact on our business or on the regional or global economy.\n\nIn the event of a major earthquake, hurricane or catastrophic event such as fire, power loss, telecommunications failure, cyber-attack, war or terrorist\nattack, we may be unable to continue our operations and may endure system interruptions, reputational harm, breaches of data security, and loss of critical data, all of which would harm our business, results of operations, and financial condition. In\naddition, the insurance we maintain would likely not be adequate to cover our losses resulting from disasters or other business interruptions. Any downturn in the economy in general, including the impact of the Russia–Ukraine war and the conflicts in\nthe Middle East, or in the food service or casino and gaming industries in particular could result in reduced demand for our products and could adversely affect our business and results of operations.  In addition, heightened security measures or\nresponses to hostilities may cause certain governments to restrict the import or export of goods, as has occurred with respect to the export of oil from Russia, which may have an adverse effect on our ability to buy and sell goods or on the cost to\nobtain components.\n\nRisks Related to Strategic Transactions and Business Growth\n\nWe may not be able to successfully identify and execute future acquisitions, dispositions or other strategic\ntransactions or to successfully manage the impacts of such transactions on our operations.\n\nWe may from time to time pursue acquisitions, dispositions and other strategic alternatives.  Such transactions involve a number of risks, including: (i)\nthe potential disruption of our ongoing business; (ii) the distraction of management away from the ongoing oversight of our existing business activities; (iii) if we determined to pursue a disposition strategy, we may not be able to identify, pursue\nand close a transaction that provides adequate value to the Company and its stockholders; (iv) the potential departure of key personnel during the negotiation or pendency of a transaction; (v) the loss or reduction of control over certain of our\nassets; (vi) the anticipated benefits and cost savings of those transactions not being realized fully, or at all, or taking longer to realize than anticipated; (vii) an increase in the scope and complexity of our operations or the management of our\nbusiness subsequent to a transaction; (viii) incurring additional indebtedness or the potential sale of additional shares of our common stock in public or private offerings to finance acquisitions or transactions, which may be dilutive to existing\nstockholders or cause the price of our common stock to decline; and (ix) the depletion of cash to pay for an acquisition. Further, there can be no assurance that we will find suitable opportunities for strategic transactions at acceptable prices or\non acceptable terms, successfully negotiate required agreements, obtain sufficient financing on acceptable terms or at all if necessary, successfully close transactions after signing such agreements, or that any resulting transaction will have a\npositive effect on stockholder value. A strategic transaction may result in a significant change in the nature of our business, operations and strategy, and we may encounter unforeseen obstacles or costs in implementing a strategic transaction or\nintegrating any acquired business into our operations. We cannot predict the number, timing, or size of future strategic transactions, if any, or the effect that any such transactions might have on our operating results.\n\nIf we determine to pursue growth through acquisitions, there can be no assurance that we will be able to successfully implement a growth strategy, or that\nwe can successfully manage expanded operations, if they occur.  If we expand, we may from time-to-time experience constraints that will adversely affect our ability to satisfy customer demand in a timely fashion.  Failure to manage growth effectively\ncould adversely affect our results of operations and financial condition.\n\n15\n\n[Index](#INDEX)\n\nRisks Related to Regulations, Taxation, Governance and the Environment\n\nWe recorded a full valuation allowance on the value of our net deferred tax assets in the United States, and we\nexpect to maintain that full valuation allowance on such assets until we are able to demonstrate a consistent pattern of profitability.\n\nWe currently have deferred tax assets, which may be used to reduce taxable income in the future.  We assess the realization of these deferred tax assets on\na quarterly basis, and if we determine that it is more likely than not that some portion of these assets will not be realized, an income tax valuation allowance is recorded.  During the fourth quarter 2024, while undertaking our quarterly assessment,\nthe Company recorded a $7.3 million valuation allowance on the full value of the net deferred tax assets in the United States. We expect to continue to maintain a full tax valuation allowance on such assets until we are able to demonstrate a\nconsistent pattern of profitability.  Although our net federal operating loss (NOL) carryforwards do not expire, their utilization is limited to 80% of future taxable income. Consequently, we may be required to pay federal income taxes in future\nperiods where taxable income is generated, even if we have significant accumulated NOLs. We currently have no net deferred tax assets on our consolidated financial statements.\n\nChanges in tax rates or tax liabilities could affect results.\n\nWe are subject to taxation in the United States and certain state and foreign jurisdictions. Significant judgment is required to determine and estimate our\ntax liabilities. Our future annual and quarterly tax rates could be affected by numerous factors, including changes in the (1) applicable tax laws; (2) composition of earnings in countries with differing tax rates; or (3) recoverability of our\ndeferred tax assets and liabilities. Any of these developments or any future changes in federal, state, or international tax laws or tax rulings could adversely affect our effective tax rate and our results of operations.\n\nRisks Related to our Indebtedness\n\nThe agreement governing our credit facility contains restrictions and limitations that could significantly affect\nour ability to operate our business, as well as significantly affect our liquidity.\n\nOn March 3, 2020, we entered into a Loan and Security Agreement (as amended, the “Loan Agreement”) governing a credit facility (the “Siena Credit\nFacility”) with Siena Lending Group LLC (the “Lender”).  The Loan Agreement contains a number of significant covenants that could adversely affect our ability to operate our business, our liquidity, and our results of operations. These covenants\nrestrict, among other things, our ability, and the ability of any future domestic subsidiary, to:\n\n•\n\nmerge, consolidate, form subsidiaries or dispose of assets;\n\n•\n\nacquire assets outside the ordinary course of business;\n\n•\n\nenter into other transactions outside the ordinary course of business;\n\n•\n\nsell, transfer, return or dispose of collateral;\n\n•\n\nmake loans to, or investments in, or enter into transactions with, affiliates;\n\n•\n\nincur or guarantee indebtedness, incur liens;\n\n•\n\nredeem equity interests while borrowings are outstanding under the credit facility;\n\n•\n\nchange our capital structure; or\n\n•\n\ndissolve, divide, change our line of business or cease or suffer a disruption to all or a material portion of our business.\n\nAdditionally, the Loan Agreement requires us to comply with a minimum excess availability covenant, which requires excess borrowing availability of at\nleast $750 thousand and the Loan Agreement requires us to maintain outstanding borrowings of at least $3 million in principal amount. The breach of any covenants or obligations in the Loan Agreement, if not otherwise waived or amended, could result\nin a default under the Loan Agreement and could trigger acceleration of our obligations thereunder and permit the Lender to foreclose on the collateral securing our obligations under the Loan Agreement and exercise other rights of secured creditors.\n\nAvailability under the Siena Credit Facility is subject to a borrowing base, which is based on eligible accounts receivable and inventory. To the extent\nthat our eligible accounts receivable and inventory decline in value, our borrowing base will decrease, and the availability under the Siena Credit Facility currently is and may continue to be less than its stated amount and may decrease. In\naddition, if at any time the amount of outstanding borrowings and letters of credit under that facility exceeds the borrowing base, we are required to prepay borrowings and/or cash collateralize letters of credit sufficient to eliminate the excess.\n\nOur ability to comply with the covenants under the Loan Agreement or to maintain our borrowing base may be affected by events beyond our control, including\ndeteriorating economic conditions.  For example, reductions in the value of accounts receivable and inventory may occur in the future due to decreases in sales and production resulting from the impact of future economic uncertainties.  Further,\ncertain slow-moving inventory and accounts receivable that remain unpaid for a specified period of time are excluded from the borrowing base calculation. Thus, a decline in economic conditions and/or a decline in the financial condition of customers\nin the industries we serve may negatively impact the borrowing base both by decreasing the value of existing accounts and reducing the number and amount of new accounts. If we overestimate our inventory needs due to the uncertainty surrounding future\neconomic conditions, we may have inventory that is considered slow-moving and thus excluded from the borrowing base calculation, and any reduction in production in response to decreased demand would also result in a lower inventory value and thus a\nlower borrowing base.\n\n16\n\n[Index](#INDEX)\n\nAny of these events could require us to seek waivers or amendments of covenants or alternative sources of financing or to reduce expenditures. We cannot\nassure you that such waivers, amendments or alternative financing could be obtained, or if obtained, would be on terms acceptable to us, or that we would be able to reduce expenditures enough to offset any decrease in the borrowing base, or that we\ncould make such reductions without a material negative impact on our business.\n\nGeneral Risk Factors\n\nGeneral economic conditions could have a material adverse effect on our business, operating results and financial\ncondition.\n\nOur business is subject to general economic conditions.  Uncertainty or negative trends in U.S. or international economic and investment climates,\nincluding the impact of developments in U.S.-China trade relations, tariffs and other trade actions, as well as economic impacts from the Russia-Ukraine war and conflicts in the Middle East, and inflation or other cost pressures (including with\nrespect to labor, materials, freight and energy) or any other economic factors, could adversely affect our business.  For example, customers or potential customers could reduce or delay orders, key suppliers could become insolvent, which could result\nin production delays, and our customers may become insolvent or be unable to obtain credit.  Any of these possible effects could impact our ability to effectively manage inventory levels and collect receivables, create unabsorbed costs due to lower\nnet sales, and ultimately decrease our net sales and profitability including write-downs of assets.\n\nOur stock price may fluctuate significantly.\n\nThe market price of our common stock could fluctuate significantly in response to variations in quarterly operating results and other factors, such as:\n\n•\n\nprevailing domestic and international market and economic conditions, and conditions in the industries we serve, including current market volatility, inflation and\npressures resulting from tariffs and other trade actions;\n\n•\n\nadverse business conditions faced by customers, or bankruptcies or store closures of our customers resulting from adverse economic conditions;\n\n•\n\nchanges in our business, operations or prospects;\n\n•\n\ndevelopments in our relationships with our customers or strategic partners;\n\n•\n\nannouncements of new products or services by us or by our competitors;\n\n•\n\nannouncement or completion of acquisitions by us or by our competitors;\n\n•\n\nchanges in existing, or adoption of additional, government regulations;\n\n•\n\ndevelopments or announcements with respect to our strategic review process and the pace of progress with respect to that process, and\n\n•\n\nunfavorable or reduced analyst coverage.\n\nIn addition, the stock market may experience significant price fluctuations year-to-year.  Broad market fluctuations, general economic conditions and\nspecific conditions in the industries in which we operate may adversely affect the market price of our common stock.\n\nUnfavorable analyst coverage or a\nreduction in analyst coverage of our common stock may adversely affect the price of our common stock.\n\nThe trading market for our common stock relies in part on the research and reports that industry or financial analysts may publish about us, our business,\nour markets and our competitors. We currently have limited analyst coverage, and no independent analyst coverage, and many investment banks no longer find it profitable to provide securities research on micro-cap and small-cap companies.  If\nsecurities analysts do not cover our common stock in the future, the lack of research coverage may adversely affect the market price of our common stock. Furthermore, if one or more of the analysts who cover us downgrade our stock, or if those\nanalysts issue other unfavorable commentary about us or our business, our stock price may decline.\n\nOur common stock is traded on the Nasdaq Global Market.  During the year ended December 31, 2025, the average daily trading volume for our common stock as\nreported by the Nasdaq Global Market was approximately 31,000 shares.  We are uncertain whether a more active trading market in our common stock will develop.  As a result, relatively small trades may have a significant impact on the market price of\nour common stock, which could increase volatility and depress the price of our common stock.\n\nOur common stock is thinly traded, and investors may be unable to sell their shares at their desired prices, or at\nall, and sales of large blocks of shares may adversely affect the price of our common stock.\n\nOur common stock has historically been sporadically or “thinly” traded, meaning that the number of persons interested in purchasing shares of our common\nstock at prevailing prices at any given time may be relatively small. This could lead to wide fluctuations in our share price. Investors may be unable to sell their common stock at or above their purchase price, which may result in substantial\nlosses. As a consequence of this lack of liquidity, the trading of relatively small quantities of shares by our stockholders may disproportionately influence the price of shares of our common stock in either direction. The price of shares of our\ncommon stock could, for example, decline precipitously in the event a large number of shares of our common stock are sold on the market without commensurate demand, while an issuer with a more robust daily trading volume for its common stock might\nbetter absorb those sales without an adverse impact on its share price.\n\n17\n\n[Index](#INDEX)\n\nIf we raise additional capital in the future, existing stockholder ownership interest in the Company could be\ndiluted or otherwise adversely impacted, and future sales of our common stock or other financing arrangements may cause our stock price to decline.\n\nIn the future, we may sell additional shares of our common stock in public or private offerings, or we may obtain funds through a credit facility or by\nissuing debt or preferred securities. We may also issue additional shares of our common stock to finance future acquisitions. Shares of our common stock are also available for future issuance and sale pursuant to stock options and other equity awards\nthat we have granted to our employees, and in the future, we may grant additional stock options, restricted stock units and other forms of equity compensation to our employees. Any issuance of equity we may undertake in the future to raise additional\ncapital could cause the price of our common stock to decline or require us to issue shares at a price that is lower than that paid by holders of our common stock in the past, which would result in those newly issued shares being dilutive. Sales of\nour common stock or the perception that such sales could occur may adversely affect prevailing market prices for shares of our common stock and could impair our ability to raise capital through future offerings. The Lender under our existing debt\nagreement has rights that are senior to your rights as a common stockholder, and if we obtain funds in the future through a credit facility or through the issuance of debt or preferred securities, the lenders of such facility or the holders of such\nsecurities would likely also have rights senior to the rights of our common stockholders, which could impair the value of our common stock.\n\nWe do not intend to pay dividends for the foreseeable future, so investors must rely on price appreciation to\nrealize a gain on their investment.\n\nWe have not declared or paid cash dividends on our capital stock since November 2019.  We currently intend to retain any future earnings to finance our\noperations and the expansion of our FST business, and we do not anticipate declaring or paying any dividends to holders of our common stock in the foreseeable future. Any determination to pay dividends in the future will be at the discretion of our\nBoard of Directors. Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize future gains on their investments.\n\nThe Company’s goodwill may become impaired, which could require a significant charge to earnings be recognized.\n\nIn accordance with GAAP, we review goodwill at least annually and when an event occurs or circumstances change that indicate that the carrying value may\nnot be recoverable, including as a result of declines in stock price, market capitalization, reduced future cash flow estimates or slower growth rates in our industry. Future operating results used in the assumptions underlying goodwill, such as\nsales or profit forecasts, may not materialize, and the Company may be required to record a significant charge to earnings in the financial statements for the period in which any impairment is determined, resulting in a decrease in our earnings or an\nincrease in our losses in such period and an unfavorable impact on our results of operations.\n\nWe cannot provide any assurance that current laws, or any laws enacted in the future, will not have a material\nadverse effect on our business.\n\nOur operations are subject to laws, rules, regulations, including environmental regulations, government policies and other requirements in a variety of\njurisdictions, including those in which we conduct business.  Changes in such laws, rules, regulations, policies or requirements could result in the need to modify our products, could delay the development of new products and could affect the demand\nfor our products, which may have an adverse impact on our future operating results.  If we do not comply with applicable laws, rules and regulations we could be subject to costs and liabilities and our business may be adversely impacted.\n\nWe take advantage of specified scaled disclosure requirements applicable to a “smaller reporting company” under\nRegulation 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\ndisclosure, 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.\n\nWe are a “smaller reporting company,” as defined in Item 10(f)(1) of Regulation S-K.  As a smaller reporting company, we take advantage of specified scaled\ndisclosures and other requirements that are otherwise applicable generally to public companies.\n\nWe intend to continue to take advantage of certain of the scaled disclosure requirements of smaller reporting companies and may continue to do so until we\nare no longer a smaller reporting company. We will continue to be a smaller reporting company for so long as (i) the market value of our shares held by non-affiliates as of the last business day of our second fiscal quarter is less than $250 million\nor (ii) our annual revenue is less than $100 million for our most recent fiscal year and the market value of our shares held by non-affiliates does not exceed $700 million as of the last business day of our second fiscal quarter.  We choose to take\nadvantage of some but not all of these scaled disclosure requirements; therefore, the information that we provide stockholders may be different than one might get from other public companies.\n\nWe are also a “non-accelerated filer” within the meaning of Rule 12b-2 promulgated under the Exchange Act, and we are not required to comply with the\nauditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, with respect to management’s assessment of our internal control over financial reporting. Therefore, our internal control over financial reporting will not\nreceive the level of review provided by the process relating to the auditor attestation included in annual reports of issuers that are subject to the auditor attestation requirements.\n\nWe cannot predict if investors will find our securities less attractive because we rely on these available exemptions. If some investors find our shares of\ncommon stock less attractive as a result, there may be a less active trading market for our shares of common stock and the market price of such shares of common stock may be more volatile.\n\n18\n\n[Index](#INDEX)\n\nOur Amended and Restated By-Laws designate certain Delaware courts as the sole and exclusive forum for certain types\nof 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.\n\nOur Amended and Restated By-Laws (the “By-Laws”) provide that, unless we consent in writing to the selection of an alternative forum, to the fullest extent\npermitted by law, all Internal Corporate Claims must be brought solely and exclusively in the Court of Chancery of the State of Delaware (or, if such court declines to accept jurisdiction, the Superior Court of the State of Delaware, or, if such\nother court declines to accept jurisdiction, the United States District Court for the District of Delaware). The By-Laws define “Internal Corporate Claims” to mean claims, including claims in the right of the Company, brought by a current or former\nstockholder (including a current or former beneficial owner) (i) that are based upon a violation of a duty by a current or former director or officer or stockholder in such capacity or (ii) as to which the General Corporation Law of the State of\nDelaware confers jurisdiction upon the Court of Chancery of the State of Delaware.\n\nThis choice of forum provision may increase costs to bring a claim, discourage claims or limit a stockholder’s ability to bring a claim in a judicial forum\nthat it finds favorable for disputes with us or our directors, officers or other stockholders, which may discourage such lawsuits against us and our directors, officers and stockholders. Alternatively, if a court were to find this choice of forum\nprovision inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our\nbusiness, financial condition or results of operations. The choice of forum provision in the By-Laws will not preclude or contract the scope of exclusive federal or concurrent jurisdiction for actions brought under the federal securities laws\nincluding the Exchange Act or the Securities Act or the respective rules and regulations promulgated thereunder."}