LGMK 10-K & 10-Q changes, risk factors and insider trading
LogicMark, Inc. · OTC · Orthopedic, Prosthetic & Surgical Appliances & Supplies · CIK 1566826 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Removed heading “We have been notified by The Nasdaq Stock Market LLC that we are not in compliance with Listing Rule 5550(a)(2) of The Nasdaq Stock Market LLC; if we are not able to regain compliance with such rule, maintain compliance with such rule, and/or maintain compliance with all other Nasdaq continued listing requirements or standards, our Common Stock will likely be delisted from the Nasdaq Capital Market (“Nasdaq”).”
Largest changes
“We have been notified by The Nasdaq Stock Market LLC that we are not in compliance with Listing Rule 5550(a)(2) of The Nasdaq Stock Market LLC; if we are not able to regain compliance with such rule, maintain compliance with such rule, and/or maintain compliance with all other Nasdaq continued listing requirements or standards, our Common Stock will likely be delisted from the Nasdaq Capital Market (“Nasdaq”).”see in full comparison
“On March 20, 2025, the Company received a written notification (the “Notice”) from the Listing Qualifications Department (the “Staff”) of Nasdaq indicating that the Company was not in compliance with its Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”) because the Company’s closing bid price for its Common Stock had closed below $1.00 per share for the prior thirty (30) consecutive business days. Pursuant to the Notice, normally a Nasdaq-listed company would be afforded a 180-calendar day period to demonstrate compliance with the Minimum Bid Price Requirement. …”see in full comparison
“In the event that our Common Stock is delisted from Nasdaq due to a failure to regain compliance with the Minimum Bid Price Requirement or to comply with any other requirement for continued listing on Nasdaq, and our Common Stock is not eligible for listing on another exchange, trading in the shares of our Common Stock could be conducted in the over-the-counter market established for unlisted securities such as the Pink Open Market or the other markets operated by the OTC Markets Group Inc. …”see in full comparison
“As of December 31, 2023, we remediated certain matters that constituted material weaknesses in our internal controls over financial reporting. However, if the measures taken to remediate these weaknesses prove to be insufficient, or if new deficiencies arise, we may experience inaccuracies in our financial reporting, delays in preparing our financial statements, or undetected fraud, all of which could adversely impact our business operations, investor confidence, and the trading price of our Common Stock.”see in full comparison
“Upon receipt of the Notice, the Company promptly requested a hearing before the Panel to appeal the Notice and to address compliance with the Minimum Bid Price Requirement, which hearing date has been set as April 29, 2025. While the appeal process is pending, the suspension of trading of the Common Stock will be stayed and the Common Stock will continue to trade on Nasdaq until the hearing process concludes and the Panel issues a written decision. The Company has been diligently working on a plan to regain and maintain compliance with the Minimum Bid Price Requirement. …”see in full comparison
The move of our contract manufacturing from China and Hong Kong to Taiwan exposes us to certain risks with respect to regulations in Taiwan and the relationship between Tawain andsee in full comparisonChina.the Peoples Republic of China (the “PRC”). Tensions betweenmainlandtheChinaPRC and Taiwan have increased significantly in recent years, presenting an elevated risk of hostilities. Significant or prolonged military or other geopolitical conflict involvingChinathe PRC and Taiwan could severely limit ororprevent us from receiving our products from Taiwan, which would have a material adverse impact on our business. The manufacturing of our products depends on our operations in Taiwan, and as such, any disruption impacting Taiwan could significantly and adversely impactimpactour ability to supply our customers with products.
Full comparison: every changed paragraph (18)
The Company generated an operating loss of $7.9
million and a net loss of $7.5 million for the year ended December 31, 2025, compared to an operating loss of $7.7 million and a net loss
of $9.0 million for the year ended December 31, 2024, compared to an operating loss of $15.3 million and a net loss of $14.6 million for
the year ended December 31, 2023.2024. As of December 31, 2024,2025, the Company had cash, cash equivalents, and cashinvestments
of equivalents$9.5 million and stockholders’ equity of
$3.8 million and $10.4$16.3 million, respectively, compared to cash and cash equivalents and stockholders’ equity
of $6.4$3.8 million and
$13.1 $10.4 million, respectively, as of December 31, 2023.2024. As of December 31, 2024,2025, the Company had working capital of $3.3
$9.7 million, compared
to working capital on December 31, 2023,2024, of $6.0 million. In February 2025, the Company completed a public offering, which resulted in
total gross proceeds of $14.4$3.3 million. We cannot provide any assurance that we will be able
to raise additional cash from equity financing,
secure debt financing, and/or generate revenue from the sales of our products. If we are
unable to secure additional capital, we may be
required to curtail our research and development initiatives and take additional measures
to reduce costs in order to conserve our cash
in amounts sufficient to sustain operations and meet our obligations.
The move of our contract manufacturing from
China and Hong Kong to
Taiwan exposes us to certain risks with respect to regulations in Taiwan and the relationship between Tawain
and China.the Peoples Republic
of China (the “PRC”). Tensions between mainlandthe ChinaPRC and Taiwan have increased significantly in recent years, presenting an elevated
risk of
hostilities. Significant or prolonged military or other geopolitical conflict involving Chinathe PRC and Taiwan could severely limit
or or
prevent us from receiving our products from Taiwan, which would have a material adverse impact on our business. The manufacturing of
our products depends on our operations in Taiwan, and as such, any disruption impacting Taiwan could significantly and adversely impact
impact our ability to supply our customers with products.
A
number of other companies engage in the business
of developingselling applicationsPERS for PERS.solutions. The market for such products is intensely competitive,
and we expect competition to increase in the future
from established competitors and new market entrants. Our current competitors include
both emerging and developmental stage companies
as well as larger companies. Many of our existing competitors have, and some of our potential
competitors could have, substantial competitive
advantages such as:
We
also rely on other unpatented proprietary technology,
trade secrets and know-how and no assurance can be given that others will not independently
develop substantially equivalent proprietary
technology, techniques or processes, that such technology or know-how will not be disclosed
or that we can meaningfully protect our rights
to such unpatented proprietary technology, trade secrets, or know-how. We require members
of the Company’s board of directors (the
“Board”), employees and contractors to sign non-disclosure agreementsagreements. There
can be no assurance that such non-disclosure agreements
will provide adequate protection for our trade secrets or other proprietary know-how.
Our future success depends on the continued
service of management, engineering, sales and marketing personnel and our ability to identify, hire and retain additionalexperienced personnel.
Our
success depends, to a significant extent,
upon the efforts and abilities of members of senior management. We have not entered into employment
agreements with most of our key employees,
which we believe presents a greater risk of losing some of these key employees than if we
had employment agreements with them. The loss
of the services of one or more of our senior management or other key employees could adversely
affect our business. There is intense competition
for qualified employees in our industry, particularly for highly skilled design, applications,
engineering, and salespeople. We may not
be able to continue to attract and retain developers, managers, or other qualified personnel
necessary for the development of our business
or to replace qualified individuals who may leave us at any time in the future. Our anticipated
growth is expected to place increased
demands on our resources and will likely require the addition of new management and engineering
staff as well as the development of additional
expertise by existing management employees. If we lose the services of or fail to recruit
engineers or other technical and management
personnel, our business could be materially harmed.
We
are presently a small company with too
limited resources and personnel to establish a comprehensive system of internal controls. If we
fail to maintain an effective system of
internal controls, we would not be able to accurately report our financial results on a timely
basis or prevent fraud. As a result, current
and potential stockholders could lose confidence in our financial reporting, which would
harm our business and the trading price of our
Common Stock.
As
of December 31, 2023, we remediated certain matters that constituted material weaknesses in our internal controls over financial reporting.
However, if the measures taken to remediate these weaknesses prove to be insufficient, or if new deficiencies arise, we may experience
inaccuracies in our financial reporting, delays in preparing our financial statements, or undetected fraud, all of which could adversely
impact our business operations, investor confidence, and the trading price of our Common Stock.
There can be no assurance that our PERS solutions will achieve wide acceptance by commercial consumers of such healthcare products, and/or market acceptance generally. The degree of market acceptance for products and services based on our technology will also depend upon a number of factors, including the receipt and timing of regulatory approvals, if any, and the establishment and demonstration of the ability of our proposed device to provide the level of confidence and independence in an efficient manner and at a reasonable cost. Our failure to develop a commercial product to compete successfully with existing medical technologies could delay, limit, or prevent market acceptance. Moreover, the market for new PERS devices is largely undeveloped, and we believe that the overall demand for such response systems technology will depend significantly upon public perception of the need for such a level of assistance. There can be no assurance that the public will believe that our products are necessary or that the medical industry will actively pursue our technology as a means to solve such issues. Long-term market acceptance of our products and services will depend, in part, on the capabilities, operating features and price of our products and technologies as compared to those of other available products and services. As a result, there can be no assurance that currently available products, or products under development for commercialization, will be able to achieve market penetration, revenue growth or profitability.
We have been notified by The Nasdaq Stock
Market LLC that we are not in compliance with Listing Rule 5550(a)(2) of The Nasdaq Stock Market LLC; if we are not able to regain compliance
with such rule, maintain compliance with such rule, and/or maintain compliance with all other Nasdaq continued listing requirements or
standards, our Common Stock will likely be delisted from the Nasdaq Capital Market (“Nasdaq”).
Our Common Stock is currently listed on Nasdaq. In order to maintain that listing, we must satisfy several minimum financial and other
continued listing requirements and standards, including those regarding director independence and independent committee requirements,
minimum stockholders’ equity, minimum share price, and certain corporate governance requirements.
On March 20, 2025, the Company
received a written notification (the “Notice”) from the Listing Qualifications Department (the “Staff”) of Nasdaq
indicating that the Company was not in compliance with its Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”) because
the Company’s closing bid price for its Common Stock had closed below $1.00 per share for the prior thirty (30) consecutive business
days. Pursuant to the Notice, normally a Nasdaq-listed company would be afforded a 180-calendar day period to demonstrate compliance with
the Minimum Bid Price Requirement. However, due to a recent rule change modifying the delisting process for certain listed stocks that
fail to maintain compliance with the Minimum Bid Price Requirement, the Company is not eligible for such a compliance period under amended
Listing Rule 5810(c)(3)(A) due to the fact that the Company has effected (i) a Common Stock Reverse Stock Split over the prior one-year
period and (ii) one or more reverse stock splits of the Common Stock over the prior two-year period with a cumulative ratio of 250 shares
or more to one. As a result, the Notice states that the Common Stock will be delisted from Nasdaq on March 31, 2025, unless the Company
appeals the Staff’s determination to a hearings panel (the “Panel”) by March 27, 2025.
Upon receipt of the Notice, the Company promptly requested a hearing
before the Panel to appeal the Notice and to address compliance with the Minimum Bid Price Requirement, which hearing date has been set
as April 29, 2025. While the appeal process is pending, the suspension of trading of the Common Stock will be stayed and the Common Stock
will continue to trade on Nasdaq until the hearing process concludes and the Panel issues a written decision. The Company has been diligently
working on a plan to regain and maintain compliance with the Minimum Bid Price Requirement. However, there are no assurances that the
Company will be able to regain or maintain compliance with the Minimum Bid Price Requirement or any other listing standards of Nasdaq,
that the Nasdaq Panel will grant the Company any extension of time to regain compliance with the Minimum Bid Price Requirement or any
other of its listing requirements, or that any such appeal to the Panel will be successful, as applicable.
In the event that our Common Stock is delisted from Nasdaq due to a failure to regain compliance with the Minimum Bid Price
Requirement or to comply with any other requirement for continued listing on Nasdaq, and our Common Stock is not eligible for listing
on another exchange, trading in the shares of our Common Stock could be conducted in the over-the-counter market established for unlisted
securities such as the Pink Open Market or the other markets operated by the OTC Markets Group Inc. In such event, it could become more
difficult to trade or obtain accurate price quotations for our Common Stock. Also, it may be difficult for us to raise additional capital
if we are not listed on a national exchange.
In
the event that our Common Stock is delisted from Nasdaq, U.S. broker-dealers may be discouraged from
effecting transactions in shares
of our Common Stock because they may be considered penny stocks and thus be subject to the penny stock
rules.
The
SEC has adopted a number of rules to regulate
“penny stock” that restricts transactions involving stock which is deemed to
be penny stock. Such rules include Rules 3a51-1,
15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Exchange Act. These
rules may have the effect of reducing the liquidity
of penny stocks. “Penny stocks” generally are equity securities with
a price of less than $5.00 per share (other than securities
registered on certain national securities exchanges orif quoted on Nasdaq if
current price and volume information with respect to transactions in such securities
is provided by the exchange or system). Our shares
of Common Stock have in the past constituted, and may again in the future constitute, “penny stock” within the meaning of
the rules.
The additional sales practice and disclosure requirements imposed upon U.S. broker-dealers may discourage such broker-dealers
from effecting
transactions in shares of our Common Stock, which could severely limit the market liquidity of such shares of Common Stock
and impede
their sale in the secondary market. In addition, since the Common Stock is not listed on a national securities exchange, it may be more
difficult to trade or obtain accurate price quotations for the Common Stock and for us to raise additional capital.
Substantial future issuances and sales
of shares of our Common Stock, including as a result of certain provisions contained in the Series C Warrants and Series D Warrants (each
as defined below), could
cause the market price of our Common Stock to decline.
Additionally, at a special meeting of our stockholders
held on March 27, 2025, we received stockholder approval (the “Stockholder Approval”) for the issuance of all shares of Common
Stock upon the exercise of among other things, our Series C common stock purchase warrants (the “Series C Warrants”) and our Series D common stockwe
purchase warrants (the “Series D Warrants” and collectively with the Series C Warrants, the “Warrants”), dated
February 18, 2025, and we subsequently filed a certificate of amendment (the “Charter Amendment”) with the Secretary of State
of the State of Nevada
to our articles of incorporation, as amended (“Articles of Incorporation”), in order to increase the
number of authorized
shares of capital stock from 110,000,000 shares to 880,000,000 shares immediately after the Special Meeting. Upon
obtaining Stockholder
Approval and the filing of the Charter Amendment, the Series C Warrants became immediately exercisable. Certain anti-dilutive provisions
provisions in the Series C Warrants provide that the exercise prices of the Series C Warrants will be reduced upon the Company obtaining Stockholder
Approval Approval
to the lowest VWAP (as defined in the Series C Warrants) of the Common Stock within a set period before and after such Stockholder
Approval, subject
to a floor price of $0.118$88.50 per share, with the number of shares of Common Stock issuable upon exercise of such Series
C Warrants to be increased
proportionately such that the aggregate exercise price of such Series C Warrants remains the same. The recent trading
prices of the Common Stock
during such measurement period have beenwere below such floor price, and consequently upon exercise, the exercise prices
of the Series C Warrants will
became equal to such floor price, withand the number of shares of Common Stock issuable increased proportionately
as a result. Holders of the Series C Warrants
have commenced exercising and may continue to exercise the Warrants, including using the alternative cashless exercise provision contained
in thesuch Series DC Warrants, which permits the exercising holder to obtain three (3) shares of Common Stock for each Series D Warrant they
exercise, without any cash payment to us.Warrants. Such issuance
of shares of Common Stock will result in significant dilution to our stockholders.
As of March 27, 2025, holders of Series D Warrants have exercised a portion of such warrants for an aggregate of 33,435,000 shares of
Common Stock.
Management's Discussion & Analysis (MD&A)
New heading “Fiscal Year 2025 Highlights”
Removed heading “Recent Developments”
Removed heading “Nasdaq Compliance”
Removed heading “Fiscal Year 2024 Highlights”
Removed heading “August 2024 Public Offering and Settlement Agreements”
Removed heading “Goodwill Impairment”
Largest changes
We believe that our business has been modestly impacted by inflationary trends during the pastsee in full comparisonthreefour fiscal years. However,continuedrecentdomesticactivityinflationbymaythe U.S. administration concerning tariffs will likely increase our cost of fulfilment in fiscal year2025 through higher labor and shipping costs, as well as our operating and overhead expenses.2026. Should inflationbecomecontinue to be acontinuingfactor in the worldwide economy, it may increase the cost of purchasing products from our contract manufacturers in Asia, as well as the cost of certain raw materials, component parts and labor used in the production of our products. It is uncertain what impact new or existing tariffs, trade restrictions or retaliatory actions may have on us, the PERS industry or our customers. An escalation in trade tensions or the implementation of broader tariffs, trade restrictions or retaliatory measures on our products or components originating from countries outside the U.S. could adversely impact our ability to source necessary components, manufacture products at competitive cost, or sell our products at prices customers are willing to pay. We have been able to maintain our profit margins through higher productivity, better supply chain management, efficiency improvements, transferringa movemuch of our contract manufacturing from the Peoples Republic of China and Hong Kong to Taiwan, and through other cost reduction programs.
“The Company performed a quantitative assessment of goodwill and assessed trends of market capitalization for the year ended December 31, 2023, which showed declines throughout the year compared to prior year levels and determined that the carrying value of its goodwill exceeded its fair value. As a result, the Company recorded a non-cash, impairment charge to write down goodwill by $7.8 million.”see in full comparison
“On March 20, 2025, the Company received a written notification from The Nasdaq Stock Market LLC indicating that the Company was not in compliance with the Minimum Bid Price Requirement because the Company’s closing bid price for the Common Stock was below $1.00 per share for the prior thirty (30) consecutive business days. The Company has requested a hearing before a Nasdaq hearings panel to appeal such determination and to address compliance with the Minimum Bid Price Requirement, which hearing date has been set as April 29, 2025. …”see in full comparison
“On March 20, 2025, the Company received a written notification from Nasdaq indicating that the Company was not in compliance with the Minimum Bid Price Requirement because the Company’s closing bid price for the Common Stock was below $1.00 per share for the prior thirty (30) consecutive business days. The Company requested a hearing before a Nasdaq hearings panel to appeal such determination and to address compliance with the Minimum Bid Price Requirement, which was set on April 29, 2025. …”see in full comparison
“On November 13, 2024, the Company entered into settlement and release agreements (the “Settlement Agreements”) with the current and former holders (the “Series B Holders”) of its August Series B Warrants issued in the August 2024 Offering. …”see in full comparison
Full comparison: every changed paragraph (45)
Fiscal Year 2025 Highlights
Recent Developments
February 2025 Registered Public Offering
As of March 27,26, 2025,2026, the February Purchasers
exercised all Pre-Funded Warrants for an aggregate of 22,146,75029,529 shares of Common Stock.Stock and exercised all Series D Warrants for
an aggregate of 732,202 shares of Common Stock on an alternative cashless basis.
Nasdaq Compliance
On March 20, 2025, the Company received a written notification from
The Nasdaq Stock Market LLC indicating that the Company was not in compliance with the Minimum Bid Price Requirement because the Company’s
closing bid price for the Common Stock was below $1.00 per share for the prior thirty (30) consecutive business days. The Company
has requested a hearing before a Nasdaq hearings panel to appeal such determination and to address compliance with the Minimum Bid Price
Requirement, which hearing date has been set as April 29, 2025. While the appeal process is pending, the suspension of trading of the
Common Stock will be stayed and the Common Stock will continue to trade on the Nasdaq Capital Market until the hearing process concludes
and the Nasdaq hearings panel issues a written decision. If the Company does not regain compliance within any compliance period granted
or is not successful in its appeal, the Common Stock may be subject to delisting.
On March 27,26, 2025,2026, the Company held the Special
Meeting, Meeting,
at which, among other actions, the Company’s stockholders approved the issuance of all shares of Common Stock upon the
exercise exercise
of the Warrants, as well as the filing of the Charter Amendment, whereupon the Company filed the Charter Amendment on the same
day to
increase the number of authorized shares of the Company’s capital stock from 110,000,000 shares to 880,000,000 shares, of
which which
800,000,000 shares are classified as Common Stock and 80,000,000 shares are classified as “blank check” preferred stock,
par par
value $0.0001 per share. Upon the filing of the Charter Amendment, all of the Warrants became immediately exercisable, and as of March
27,26, 20252026 all holders of Series D Warrants have exercised a portion of such warrants for an aggregate of 33,435,000732,202 shares of Common Stock.
For more information,
see the Current Report on Form 8-K filed by the Company with the SEC on March 27, 20252025.
Fiscal
Year 2024 Highlights
Nasdaq Compliance and Trading on OTC
On March 20, 2025, the Company received a written notification from Nasdaq indicating that the Company was not in compliance with the Minimum Bid Price Requirement because the Company’s closing bid price for the Common Stock was below $1.00 per share for the prior thirty (30) consecutive business days. The Company requested a hearing before a Nasdaq hearings panel to appeal such determination and to address compliance with the Minimum Bid Price Requirement, which was set on April 29, 2025. Effective June 2, 2025, the Company’s common stock has been publicly quoted on a market operated by the OTC Markets Group Inc. under the symbol “LGMK” as a result of the determination by Nasdaq to delist the Common Stock solely due to the Company’s non-compliance with Nasdaq’s minimum bid price requirement.
On December 4, 2024, the Company received a letter from the Listing
Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC confirming that the Company had regained compliance
with the Minimum Bid Price Requirement because the closing bid price of the Common Stock had been $1.00 per share or greater for 10 consecutive
business days prior to such letter. The Company had previously not been in compliance with the Minimum Bid Price Requirement since May
2024. For more information on the Company’s regained compliance with the Minimum Bid Price Requirement, see the Current Reports
on Form 8-K filed by the Company with the SEC on May 10, 2024, November 18, 2024 and December 6, 2024.
On NovemberOctober 18,28, 2024, the Company effected 2025,
a 1-for-251-for-750 reverse stock
split of the Company’s outstanding shares of the Common Stock and Series C Preferred Stock, whereby every 25 shares of Common Stock and Series C
Preferred Stock became effective
(collectively, the “Reverse Stock Split”), whereby every 750 shares of Common Stock and Series C Redeemable Preferred Stock
was consolidated into 1 share of each such class following suchthe split,Reverse Stock Split, with fractional shares rounded up to the nearest whole
whole share. All applicable information in this Management’s Discussion and Analysis of Financial Condition and Results of Operations
section has been retroactively adjusted to reflect such reverse stock splits.
August 2024 Public
Offering and Settlement Agreements
On August 5, 2024 (the “August Closing Date”),
the Company sold to certain purchasers in connection with a best efforts public offering (the “August 2024 Offering”) an aggregate
of (x) 57,997 units of the Company (the “August Units”) at an offering price of $11.64 per August Unit, consisting of (i)
57,997 shares of Common Stock (ii) 57,997 of the Company’s Series A warrants to purchase Common Stock, exercisable for up to 57,997
shares of Common Stock at an exercise price of $11.64 per share (the “August Series A Warrants”), and (iii) 57,997 of the
Company’s Series B warrants to purchase Common Stock at an exercise price of $11.64 per share, exercisable for up to 57,997 shares
of Common Stock (the “August Series B Warrants”); and (y) 328,803 pre-funded units of the Company (the “August Pre-Funded
Units”) at an offering price $11.61 per August Pre-Funded Unit, consisting of (i) 328,803 pre-funded common stock purchase warrants
exercisable for up to 328,803 shares of Common Stock at $0.001 per share, (the “August Pre-Funded Warrants”), (ii) 328,803
August Series A Warrants and (iii) 328,803 August Series B Warrants, pursuant to the Company’s Form S-1 registration statement,
as amended (File No. 333-279133), declared effective by the SEC on August 1, 2024 and securities purchase agreements, dated August 2,
2024, between the Company and each of the purchasers signatory thereto. The August Series B Warrants can be exercised on an alternate
cashless basis which would result in holders receiving four (4) times the number of common stock if such election is made. On the August
Closing Date, the Company received gross proceeds of approximately $4.5 million, before deducting placement agent commissions and estimated
August Offering expenses. The Company used the net proceeds from the August Offering for continued new product development, sales and
marketing, working capital and other general corporate purposes.
On November 13, 2024,
the Company entered into settlement and release agreements (the “Settlement Agreements”) with the current and former holders
(the “Series B Holders”) of its August Series B Warrants issued in the August 2024 Offering. Pursuant to the Settlement Agreements,
in consideration for the Series B Holders’ agreement to exercise any outstanding August Series B Warrants on or before the date
of the issuance of the New Preferred Stock (as defined below) and waive certain claims with respect to the August Series B Warrants, the
Company issued to the Series B Holders (i) an aggregate of 1,000 shares of Series H Convertible Non-Voting Preferred Stock, $0.0001 par
value per share (the “Series H Preferred Stock”), convertible into shares of Common Stock at an initial conversion price of
$11.64 (subject to adjustment on the fifth trading day following the effective date of the Common Stock Reverse Stock Split to the greater
of (x) the lowest volume weighted average price of the Common Stock during the five trading days immediately preceding such reset date
and (y) the floor price of $4.4625) and (ii) an aggregate of 1,000 of Series I Non-Convertible Voting Preferred Stock, $0.0001 par value
per share (the “Series I Preferred Stock”, and together with the Series H Preferred Stock, the “New Preferred Stock”),
each share of which entitled the holder thereof to two (2) votes per share. The shares of Series H Preferred Stock had a stated value
of $1,000 and were initially convertible into approximately 85,947 shares of Common Stock in the aggregate, subject to beneficial ownership
limitations.
The Series I Preferred Stock were automatically redeemable for no consideration
upon the redemption, conversion or sale of shares of Series H Preferred Stock on a one for one basis. The Company completed a fair value
assessment of the Series H Preferred Stock and Series I Preferred Stock, as of November 14, 2024, using an option pricing method (“OPM”)
to allocate the fair value of Series H Preferred Stock and Series I Preferred Stock based on the total equity value of the Company. Based
on the fair value assessment, the Company determined that the Series H Preferred Stock had a fair value of $1.5 million. As of December
31, 2024, the conversion price of the Series H Preferred Stock was subject to an adjustment due to the Common Stock Reverse Stock Split,
which adjusted the conversion price of the shares of Series H Preferred Stock to $1.75 per share. As of December 31, 2024, 690 shares
of Series H Preferred Stock had been converted into 361,781 shares of Common Stock and 690 shares of Series I Preferred Stock were redeemed
upon the conversion of such Series H Preferred Stock. As of the date of this Report all such shares of Series H Preferred Stock have been
converted and all such shares of Series I Preferred Stock have been redeemed.
We
experienced a $27.6$1.5 thousandmillion decreaseincrease in revenue
for the year ended December 31, 2024,2025, as compared to the year ended December 31, 2023.
2024. The decreaseincrease in revenue was primarily related to
an a reductionincrease in our sales offor our Guardian Alert Plus and Freedom Alert devices.Mini.
The $0.2$0.1 million increase in direct operating
cost for the year ended December 31, 2024,2025, compared to December 31, 2023,2024, was primarily driven by ancosts associated with the increase in salaries and related
expenses, direct operating fees incurred from an increase in sales through Amazon.com, and an increase in consulting fees.revenue.
The
$0.3 $0.2 million increasedecrease in advertising costs
for the year ended December 31, 2024,2025, compared to December 31, 2023,2024, was primarily driven by the continuation
reduction in 2024spending ofon social media advertising and web-based advertisingsales to supportthe
business-to-consumer ourchannel eCommercepartially platformoffset andby Amazon.comspending business.on sales through the business-to-business channel.
The $0.1$0.7 million increase in selling and marketing
expense for the
year ended December 31, 2024,2025, compared to December 31, 2023,2024, was driven by an increase in sales consultants’ fees
and their related expenses
and aan focusincrease onin recruitment expensescosts for additionalnew personnelsales offset by a decrease in personnel and related expenses.leadership.
The $0.4$0.1 million decreaseincrease in research and development expenses for
the year
ended December 31, 2024,2025, compared to December 31, 2023,2024, was primarily driven by aan reductionincrease in productconsulting developmentexpenses andto engineeringsupport
our costsmove asof new
productscontract havemanufacturing beenfrom released.China to Taiwan.
General and administrative costs decreasedincreased $0.9 $0.2
million for the year
ended December 31, 2024,2025, compared to December 31, 2023.2024. This was mostly driven by loweran recruiting,increase accountingin costsconsulting fees
and higher legal fees.
Other expensesexpense increaseddecreased $0.2$0.1 million for the year
ended December 31,
2024, 2025, compared to December 31, 2023.2024. The increasedecrease was mostly driven by the increasedtermination costof incurredemployees dueduring such period
that resulted in severance, as compared to severanceDecember paid31, to terminated
employees.2024.
Goodwill
Impairment
As
of December 31, 2024, the Company determined that there were no indicators present to suggest that it was more likely than not that the
fair value of goodwill was less than the carrying amount.
The
Company performed a quantitative assessment of goodwill and assessed trends of market capitalization for the year ended December 31,
2023, which showed declines throughout the year compared to prior year levels and determined that the carrying value of its goodwill
exceeded its fair value. As a result, the Company recorded a non-cash, impairment charge to write down goodwill by $7.8 million.
The $0.7$0.4 million increase in depreciation and amortization for the year
year ended December 31, 2024,2025, compared to December 31, 2023,2024, was primarily driven by thea increasefull inyear of amortization duefor to the newly released
products and software.software
that were released in 2024.
Other
Income and ExpenseExpense, Net
During the fiscal year ended 2024, the Company
recorded $0.2 million of interest income generated from its cash balances, the receipt of a $39.6 thousand refund from the Internal Revenue
Service in connection with its application of an employee retention credit for businesses and $1.5 million of other expenses due to the
fair value assessment of the Series H Preferred Stock that was issued to Series B Holders.
During the fiscal year ended 2023,2025, the Company recorded $0.2$0.4 million
of interest income generated from its cash and investment balances and the receipt of a $0.2$0.1 million in other income related to a refund
from the Internal Revenue Service in connection
with its application of an employee retention credit for businesses.
During the fiscal year ended 2024, the Company recorded $0.2 million of interest income generated from its cash balances, the receipt of $39.6 thousand in other income related to a refund from the Internal Revenue Service in connection with its application of an employee retention credit for businesses and $1.5 million of other expenses due to the fair value assessment of the Series H Convertible Non-Voting Preferred Stock, $0.0001 par value per share (the “Series H Preferred Stock”) that was issued to current and former holders of the Company’s Series B warrants to purchase Common Stock.
Provision (Benefit) for Income Taxes
For the year ended December 31, 2024,
2025, the Company recorded a tax provision
of $9.9$14.9 thousand, or (0.120.21)% of the loss before income taxes. For the year ended December
31, 2023,2024, the Company recorded a tax benefit
provision of $0.3$9.9 million,thousand, or 2.09%(0.11)% of the loss before income taxes, which differed from the tax
benefit at the 21% statutory rate primarily due
to changes in the valuation allowance.
The Company generated an operating loss of $7.7 million and$7.9
million, a net loss
of $9.0$7.5 million and cash used in operating activities of $5.1 million for the year ended December 31, 2024.2025. As of
December 31, 2024,2025, the Company had cash and cash equivalents of $3.8$3.6 million and investments of $5.9 million.
At December 31, 2024,2025, the
Company had working capital of $3.3$9.7 million, compared to working capital as of December 31, 20232024 of $6.0$3.3 million.
During the year ended December 31, 2024, the Company received gross proceeds of $4.6 million from the issuance of Common Stock, warrants,
as well as from the exercise of Common Stock purchase warrants.
Given our cash and investment position as of December 31, 2024 and the completion
of our February Offering which resulted in $14.4 million in gross proceeds,2025, we
believe we will have sufficient capital to sustain operations
for at least twelve months from the nextdate year.of the filing of our financial
statements. We maymay, if deemed necessary, raise funds in the future through equity or debt offerings to further accelerate the execution
of our long-term strategic
plan to develop and commercialize our new products.
During the year ended December 31, 2025, net cash used in operating
activities was $5.1 million. During the year ended December 31, 2024, net cash used in operating activities was $4.3 million. DuringApart from
the $3.3 million and $3.2 million, for the yearperiods ended December 31, 2023,2025 net
cashand used2024, respectively, in operatingdepreciation, activitiesamortization wasand $4.3stock
based million.compensation, Ourour primary ongoing uses of operating cash relate to payments to vendors, salaries
and related expenses for our employees
and consulting and professional fees. Our vendors and consultants generally provide us with normal
trade payment terms (net 30).
During the year ended December 31, 2025, we invested $0.1 million in equipment and website development, invested $1.4 million in product and software development, purchased $10.5 million in U.S. government securities and sold/redeemed $4.6 million in U.S. government securities. During the year ended December 31, 2024, we purchased $25.6 thousand in equipment and website development and invested $1.4 million in product and software development.
During the year ended December 31, 2024, we invested $25.6 thousand
in equipment and website development and invested $1.4 million in product and software development. During the year ended December 31,
2023, we purchased $53.4 thousand in equipment and website development and invested $1.3 million in product and software development.
During each of the fiscal years ended 20242025 and 2023,2024, we paid $0.3 million
of dividends on our Series C Preferred Stock. During the fiscal year ended 2024,2025, we completed a registered public offering of units and
pre-funded units, consisting of Common Stock
Stock, warrants and pre-funded warrants, whereby we received gross proceeds of $4.5 million and paid fees of $1.2$14.4 million. In
addition, we received gross proceeds of $0.1
million$22.1 thousand from the exercise of certainall holders’pre-funded warrants. The February Offering and the exercise
of pre-funded warrants forresulted sharesin a total of Common$2.0 Stock.million in fees incurred.
During the fiscal year ended 2023,2024, we completed a registered public
offering of Common Stock and warrants, whereby we received gross proceeds of $5.2$4.5 million and paid fees of $0.8$1.2 million. In addition,
we received gross proceeds of $1.2$0.1 million andfrom paidthe feesexercise of $0.2certain millionholders’ for an inducement transaction whereby holders exercised their
warrants for shares of Common Stock.
Our future financial performance depends, in large
part, on conditions
in the markets that we serve and on conditions in the U.S. in general. During the year ended December 31, 2023,2025, we began
continued to build a durable
business model, a recurring revenue base to generate significant cash flow, to invest in efficient growth
and to develop innovative software
and services solutions to expand into the broader Care Economy. We investedcontinued to invest in a number
of new verticals in the consumer, pro-care/healthcare
and corporate benefits lines of business and expanded further into our established
government line of business. Although we have made
strides in expanding, the Company did face a drop in revenue mainly due to the sunsetting of the 3G PERS units to a 4G replacement unit
in 2022 that did not occur in 2023 or 2024. During the year ended December 31, 2024,2025, we continued to invest in innovative software and
services solutions
and continued to invest in the expansion of consumer, pro-care/healthcare and government lines of our business.
We believe that our business has been modestly
impacted by inflationary
trends during the past threefour fiscal years. However, continuedrecent domesticactivity inflationby maythe U.S. administration concerning tariffs
will likely increase our cost of fulfilment in fiscal year 2025
through higher labor and shipping costs, as well as our operating and overhead expenses.2026. Should inflation becomecontinue to be a continuing factor in
the worldwide economy, it
may increase the cost of purchasing products from our contract manufacturers in Asia, as well as the cost of
certain raw materials, component
parts and labor used in the production of our products. It is uncertain what impact new or existing tariffs, trade restrictions or retaliatory
actions may have on us, the PERS industry or our customers. An escalation in trade tensions or the implementation of broader tariffs,
trade restrictions or retaliatory measures on our products or components originating from countries outside the U.S. could adversely impact
our ability to source necessary components, manufacture products at competitive cost, or sell our products at prices customers are willing
to pay. We have been able to maintain our profit margins
through higher productivity, better supply chain management, efficiency improvements,
transferring a movemuch of our contract manufacturing from the Peoples Republic of China
and Hong Kong to Taiwan, and through other cost reduction
programs.
The preparation of financial statements in conformity
with U.S. GAAP
requires management to make estimates and assumptions that affect the amounts reported in the financial statements. Actual
results may
differ from these estimates. Items subject to such estimates and assumptions could include: the carrying amount and estimated
useful lives
of long-lived assets; assumptions used in the preparation of the goodwill impairment test; the fair value of acquired assets
and liabilities, stock based compensation, income taxes, allowance for credit losses, long lived assets, financial instruments and inventories;
income income
tax recoverability of deferred tax assets, and provisions, standalone selling price for subscription revenue, recognition period
for subscription revenue, among others.
We enter into contracts with customers that may include combinations of product and subscription services, resulting in arrangements containing multiple performance obligations. The Company’s revenues primarily consist of product sales to either end customers or to resellers. The Company’s revenues are derived from contracts with customers, which are in most cases customer purchase orders. For each contract, the promise to transfer the control of the products, each of which is individually distinct, is considered to be the identified performance obligation. As part of the consideration promised in each contract, the Company evaluates the customer’s credit risk. Our contracts do not have any financing components, as payment terms are generally due upfront. The Company’s products are almost always sold at fixed prices. In determining the transaction price, we evaluate whether the price is subject to any refunds, due to product returns or adjustments due to volume discounts, rebates, or price concessions to determine the net consideration we expect to be entitled to. The Company’s sales are primarily recognized at a point-in-time under the core principle of recognizing revenue when control transfers to the customer, which generally occurs when the Company ships or delivers the product from its fulfilment center to our customers, when our customer accepts and has legal title of the goods, and the Company has a present right to payment for such goods. Based on the respective contract terms, most of our contract revenues are recognized either (i) upon shipment based on free on board (“FOB”) shipping point, or (ii) when the product arrives at its destination.
DuringThe the years ended December 31, 2023 and December 31, 2024, the
Company releasedoffers newleased offerings which include leasing productproducts coupled with
monthly subscription services. We account for the revenue from
its lease contracts by utilizing the single component accounting policy.
This policy requires the Company to account for, by class of
underlying asset, the lease component and non-lease component(s) associated
with each lease as a single component if two criteria are
met: (1) the timing and pattern of the lease component and the non-lease component
are the same and (2) the lease component would be classified
as an operating lease, if accounted for separately. The Company has determined
that the leased product meets the criteria to be an operating
lease and has the same timing and pattern of transfer as the monthly subscription
services. The Company has elected the lessor practical
expedient within ASC 842, Leases (“ASC 842”) and recognizes,
measures, presents, and discloses the revenue
for the new offering based upon the predominant component, either the lease or non-lease
component. The Company recognizes revenue under
ASC 606, Revenue Recognition from Contracts with Customers (“ASC
606”) for its leased product for which it
has estimated that the non-lease components of the new offering is the predominant component
of the contract.
What changed in the latest 10-Q
Risk Factors
As a smaller reporting company, we are not required to provide the information required by this item.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Recent Developments”
Largest changes
“On July 31, 2026, the Company entered into the Merger Agreement with Parent and Merger Sub, pursuant to which Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent. Pursuant to the terms of the Merger Agreement, each share Common Stock issued and outstanding immediately prior to the effective time of the Merger, subject to certain exceptions set forth in the Merger Agreement, will be converted into the right to receive $1.31 in cash per share, without interest and subject to any applicable withholding taxes. …”see in full comparison
“On July 28, 2026, the Company entered into the Securities Purchase Agreement with the Investor pursuant to which the Company agreed to issue and sell 250,000 shares of its Series J Preferred Stock for aggregate gross proceeds of $250,000. The transaction closed on July 30, 2026. In connection with the financing, the Company also entered into a registration rights agreement and a voting agreement with the investor. The Series J Preferred Stock is convertible into shares of Common Stock upon the terms and conditions set forth in the Series J Certificate of Designation.”see in full comparison
“Subsequent to June 30, 2026, the Company entered into the Merger Agreement. The completion of the Merger is subject to stockholder approval and the satisfaction of other closing conditions set forth in the Merger Agreement. If the Merger is completed, the Company will become a privately held company. Our cash needs may vary materially from our current expectations because of both costs and future anticipated savings associated with the Merger. Additional information regarding the proposed transaction is included in the “Recent Developments” section set forth above.”see in full comparison
Thesee in full comparison$96.2$42.6 thousanddecreaseincrease in advertising costs for the three months endedMarchJune31,30, 2026, compared to the sameperiodperiods endedMarchJune31,30, 2025, was primarily driven by an increase in ads for business-to-business and business-to-government channels. The $53.6 thousand decrease in advertising costs for the six months ended June 30, 2026, compared to the same periods ended June 30, 2025, was primarily driven by the shift away fromsalestousingthemultiplebusiness-to-consumeradchannel.providers.
During the three and six months endedsee in full comparisonMarchJune31,30, 2026 and 2025, the Company recorded$96.2otherthousandincomeand $45.2 thousand, respectively, offrom interestincome generated fromon its cash and investment balances. During thethreesix months endedMarchJune31,30, 2025, the Company recognized the receipt of a $0.1 million refund from the Internal Revenue Service in connection with its application of an employee retention credit forbusinesses.businesses offset by the write-off of the prepaid annual registration fee related to the de-listing of the Common Stock from The Nasdaq Stock Market LLC.
Full comparison: every changed paragraph (21)
The following
discussion and analysis of our financial condition and results of operations for the three and six months ended MarchJune 31,30, 2026 should be
read read
together with our condensed financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q for the
three three
and six months ended MarchJune 31,30, 2026 (this “Form 10-Q”). This discussion and other disclosure in this Form 10-Q contain
forward-looking forward-looking
statements and information relating to our business that reflect our current views and assumptions concerning future events
and is subject
to risks and uncertainties that may cause our or our industry’s actual results, levels of activity, performance,
or achievements
to be materially different from any future results, levels of activity, performance or achievements expressed or implied
by these forward-looking
statements. These forward-looking statements speak only as of the date of this Form 10-Q. Although we believe
that the expectations reflected
in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity,
or achievements. Except as required
by applicable law, including the securities laws of the United States, we expressly disclaim any obligation
or undertaking to disseminate
any update or revisions of any of the forward-looking statements to reflect any change in our expectations
with regard thereto or to conform
to these statements to actual results.
Recent Developments
On July 28, 2026, the Company entered into the Securities Purchase Agreement with the Investor pursuant to which the Company agreed to issue and sell 250,000 shares of its Series J Preferred Stock for aggregate gross proceeds of $250,000. The transaction closed on July 30, 2026. In connection with the financing, the Company also entered into a registration rights agreement and a voting agreement with the investor. The Series J Preferred Stock is convertible into shares of Common Stock upon the terms and conditions set forth in the Series J Certificate of Designation.
On July 31, 2026, the Company entered into the Merger Agreement with Parent and Merger Sub, pursuant to which Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent. Pursuant to the terms of the Merger Agreement, each share Common Stock issued and outstanding immediately prior to the effective time of the Merger, subject to certain exceptions set forth in the Merger Agreement, will be converted into the right to receive $1.31 in cash per share, without interest and subject to any applicable withholding taxes. The Company’s outstanding Series J Preferred Stock will be treated in accordance with the terms of the Merger Agreement. The consummation of the Merger is subject to stockholder approval and the satisfaction or waiver of customary closing conditions. Upon completion of the Merger, the Company will become a privately held company, wholly-owned by Parent.
Three and six months ended MarchJune 31,30, 2026, compared with the three and
six months ended
March 31,June 30, 2025.
We experienced a 24%17% and 21% increase in revenue
for the
three and six months ended MarchJune 31,30, 2026, respectively, as compared to the same period ended MarchJune 31,30, 2025. The primary reason
for the increase in revenue
was due to continued higher sales of our Freedom Alert Mini units, and our upgraded Guardian Alert 911 Plus.Plus, and a price increase that was implemented in late January 2026.
Gross profit margin was 69.6%70.2% for the threesix months
months ended MarchJune 31,30, 2026, up from 63.5%65.6% for the threesix months ended MarchJune 31,30, 2025, as a result of a decrease in shipping and
fulfillment costscosts,
decrease in inbound freight, and a price increase that was implemented in late January 2026.
The $34.1$39.4 thousand and $73.5 thousand increase in direct operating
cost for the three and six months ended MarchJune 31,30, 2026, respectively, compared to the same periodperiods ended MarchJune 31,30, 2025, was primarily driven
by an increase
in merchant fees due to higher revenues.
The $96.2$42.6 thousand decreaseincrease in advertising costs
for the three months ended MarchJune 31,30, 2026, compared to the same periodperiods ended MarchJune 31,30, 2025, was primarily driven by an increase in ads
for business-to-business and business-to-government channels. The $53.6 thousand decrease in advertising costs for the six months ended
June 30, 2026, compared to the same periods ended June 30, 2025, was primarily driven by the shift away from
sales tousing themultiple business-to-consumerad channel.providers.
The $0.3$0.1 million and $0.4 million increase in
selling and marketing
expenses for the three and six months ended MarchJune 31,30, 2026, respectively, compared to the same periodperiods ended March 31,June
30, 2025, was primarily driven by an increase
in sales personnel and their related costs.
The $32.1$46.7 thousand and $78.7 thousand decrease in research and development
costs for the three and six months ended MarchJune 31,30, 2026, respectively, compared to the same periodperiods ended MarchJune 31,30, 2026,2025, was primarily
driven by lowerhigher consultant
costs.capitalizable costs from the ramping up of new products being developed.
The $0.5$0.4 million and $0.9 million decrease in
general and administrative expenseexpenses for
the three and six months ended MarchJune 31,30, 20262026, respectively, compared to the same periodperiods ended
June March 31,30, 2025, was primarily driven by a decrease in stock compensation
due to fully vested stock options, lower consulting costs and
lower legal fees.
During the three and six months ended MarchJune 31, 30,
2026 and
2025, the Company recorded $96.2other thousandincome and $45.2 thousand, respectively, offrom interest income generated fromon its cash and investment
balances. During the threesix months ended MarchJune 31, 30,
2025, the Company recognized the receipt of a $0.1 million refund from the Internal
Revenue Service in connection with its application
of an employee retention credit for businesses.businesses offset by the write-off of the prepaid annual registration fee related to the de-listing
of the Common Stock from The Nasdaq Stock Market LLC.
The Company generated an operating loss of
$1.5$3.1 million, a net loss of $1.5$3.0 million and cash used in operating activities of $1.6 million for the threesix months ended MarchJune 31, 30,
2026. As
of MarchJune 31,30, 2026, the Company had cash and cash equivalents of $2.1$3.5 million and investments of $5.4$3.1 million in U.S.
government government
securities. At MarchJune 31,30, 2026, the Company had working capital of $8.4$6.9 million, compared to working capital as of December
31, 2025
of $9.7 million.
Given our cash and investment positions as of
MarchJune 31,30, 2026, we believe we will have sufficient capital to sustain operations for at least twelve months from the date of the filing
of our financial statements. We may, if deemed necessary, raise funds in the future through equity or debt offerings to further accelerate
the execution of our long-term strategic plan to develop and commercialize our new products.
Subsequent to June 30, 2026, the Company entered into the Merger Agreement. The completion of the Merger is subject to stockholder approval and the satisfaction of other closing conditions set forth in the Merger Agreement. If the Merger is completed, the Company will become a privately held company. Our cash needs may vary materially from our current expectations because of both costs and future anticipated savings associated with the Merger. Additional information regarding the proposed transaction is included in the “Recent Developments” section set forth above.
During the threesix months ended MarchJune 31,30, 2026, net
cash used in operating
activities was $1.6 million.million During the threesix months ended MarchJune 31,30, 2025, net cash used in operating activities was $1.7
$2.7 million. Apart
from the $0.7$1.7 million and $1.0$1.8 million, for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively, in depreciation,
amortization amortization
and stock-based compensation, our primary ongoing uses of operating cash relate to payments to vendors, salaries and related
expenses expenses
for our employees and consulting and professional fees. Our vendors and consultants generally provide us with normal trade payment
terms terms
of Net 30.
During the threesix months ended MarchJune 31,30, 2026, we
we invested $0.3$0.7 million in product development and software development and purchased $1.2 million in U.S. government securities and
sold/redeemed $1.8
$4.0 million in U.S. government securities. During the threesix months ended MarchJune 31,30, 2025, we invested $0.2$0.7 million in product development
and software
development and purchased $6.0$8.0 million investment in government securities.
During the threesix months ended MarchJune 31,30, 2026 and
2025, we paid
Series C Redeemable Preferred Stock dividends amounting to $0.2 million, repurchase of warrants of $0.1 millionmillion, eachand period.the repurchase of
Series F preferred stock $0.3 million. During
the threesix months ended MarchJune 31,30, 2025, we completed a
registered public offering of units and pre-funded units, consisting of Common Stock,
warrants and pre-funded warrants, whereby we received
gross proceeds of $14.4 million. The Company also received gross proceeds from the
exercise of all Pre-Funded Warrants of $22.1 thousand.
The February Offering and the exercise of Pre-funded Warrants resulted in a total
of $1.3$1.8 million in fees incurred. The Company also paid
Series C Redeemable Preferred Stock dividends amounting to $0.2 million
We believe that our business has been modestly
impacted by inflationary trends during the past four fiscal years. However, recentuncertainty activityrelating byto thegovernment U.S. administration concerningpolicies, tariffs
and costgeopolitical pressuresdevelopments coming from the war withinvolving Iran will likely may
increase our cost of fulfilment in fiscal year 2026. Should inflation continue
to be a factor in the worldwide economy, it may increase the cost of purchasing products from our contract manufacturers in Asia, as well
as the cost of certain raw materials, component parts and labor used in the production of our products. It is uncertain what impact new
or existing tariffs, trade restrictions or retaliatory actions may have on us, the PERS industry or our customers. An escalation in trade
tensions or the implementation of broader tariffs, trade restrictions or retaliatory measures on our products or components originating
from countries outside the U.S. could adversely impact our ability to source necessary components, manufacture products at competitive
cost, or sell our products at prices customers are willing to pay. We have been able to maintain our profit margins through selected price
increases, higher productivity, better supply chain management, efficiency improvements, and through other cost reduction programs.
There were no significant changes to our critical
accounting policies and estimates during the three and six months ended MarchJune 31,30, 2026, from those disclosed in our Annual Report on Form
10-K 10-K
for the year ended December 31, 2025.
LGMK insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding LGMK (13F)
None of the 59 investors we track reported a position in their latest 13F.