SOUNDTHINKING INC

Investing in our common stock involves risks, including those discussed in the section. titled “Risk Factors”

These risks include, among others:

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If our business does not grow as we expect, or if we fail to manage our growth effectively, our operating results and business prospects would suffer.

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Any interruptions or delays in service from our third-party providers could impair our ability to make our solutions available to our customers, resulting in customer dissatisfaction, damage to our reputation, loss of customers, limited growth and reduction in revenue.

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If we are unable to sell our solutions into new markets, our revenues may not grow.

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Our success depends on maintaining and increasing our sales, which depends on factors we cannot control, including the availability of funding to our customers.

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Our quarterly results of operations may fluctuate significantly due to a wide range of factors, which makes our future results difficult to predict.

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Because we generally recognize our subscription revenues ratably over the term of our contract with a customer, fluctuations in sales will not be fully reflected in our operating results until future periods.

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We have not been profitable in the past and may not achieve or maintain profitability in the future.

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We may require additional capital to fund our business and support our growth, and our inability to generate and obtain such capital on acceptable terms, or at all, could harm our business, operating results, financial condition and prospects.

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Contracting with government entities can be complex, expensive, and time-consuming.

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If we are unable to further penetrate the public safety market, our revenues may not grow.

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Our sales cycle can be lengthy, time-consuming and costly, and our inability to successfully complete sales could harm our business.

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Changes in the availability of federal funding to support local law enforcement efforts could impact our business.

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The failure of our solutions to meet our customers’ expectations could harm our reputation, which may have a material adverse effect on our business, operating results and financial condition.

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Real or perceived false positive gunshot alerts or failure or perceived failure to generate alerts for actual gunfire could adversely affect our customers and their operations, damage our brand and reputation and adversely affect our growth prospects and results of operations.

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The nature of our business may result in undesirable press coverage or other negative publicity, which could adversely affect our growth prospects and results of operations.

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Economic uncertainties or downturns, or political changes, could limit the availability of funds available to our existing and potential customers, which could materially and adversely affect our business.

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The nature of our business exposes us to inherent liability risks.

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As a result of our use of outdoor acoustic sensors, we are subject to governmental regulation and other legal obligations, particularly related to data privacy, data protection and information security, and our actual or perceived failure to comply with such obligations could harm our business. Compliance with such laws could impair our efforts to maintain and expand our customer base, and thereby decrease our revenues.

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Failure to protect our intellectual property rights could adversely affect our business.

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Systems and Organizations Controls 2 (“SOC2”) and Criminal Justice Information Services (“CJIS”) requirements could potentially cause obligations that we are not able to completely perform which could adversely affect our reputation and sales, as well as the availability of our solutions in certain markets.

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Cyber-attacks, malicious internet-based activity, online and offline fraud, and other similar activities threaten the confidentiality, integrity, and availability of our sensitive information and information technology systems, and those of the third parties upon which we rely. These attacks could materially disrupt our systems and operations, supply chain, and ability to produce, sell and distribute our goods and services.

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Ongoing social unrest may have a material adverse effect on our business, the future magnitude or duration of which we cannot predict with accuracy.

Part I