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| PART I |
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| Item 1. | Business | 4 |
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| Item 1A. | Risk Factors | 18 |
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| Item 1B. | Unresolved Staff Comments | 53 |
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| Item 1C. | Cybersecurity | 53 |
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| Item 2. | Properties | 55 |
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| Item 3. | Legal Proceedings | 55 |
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| Item 4. | Mine Safety Disclosures | 55 |
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| PART II |
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| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 56 |
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| Item 6. | Reserved | 57 |
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| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 58 |
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| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 75 |
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| Item 8. | Financial Statements and Supplementary Data | 76 |
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| Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 121 |
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| Item 9A. | Controls and Procedures | 121 |
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| Item 9B. | Other Information | 122 |
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| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 123 |
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| PART III |
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| Item 10. | Directors, Executive Officers and Corporate Governance | 123 |
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| Item 11. | Executive Compensation | 123 |
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| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 123 |
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| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 123 |
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| Item 14. | Principal Accounting Fees and Services | 123 |
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| PART IV |
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| Item 15. | Exhibit and Financial Statement Schedules | 124 |
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| SIGNATURES | 128 | |
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We own various trademark registrations and applications, and unregistered trademarks, including MX908, ThreatID, ProtectIR, XplorIR, VipIR, 908 Devices and our corporate logo. All other trade names, trademarks and service marks of other companies appearing in this Annual Report on Form 10-K are the property of their respective holders. Solely for convenience, the trademarks and trade names in this Annual Report on Form 10-K may be referred to without the ®,™ or RTM symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend to use or display other companies’ trademarks and trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.
SUMMARY OF RISK FACTORS
The following is a summary of the principal risks described below in Part I, Item 1A “Risk Factors” in this Annual Report on Form 10-K. We believe that the risks described in the “Risk Factors” section are material to investors, but other factors not presently known to us or that we currently believe are immaterial may also adversely affect us. The following summary should not be considered an exhaustive summary of the material risks facing us, and it should be read in conjunction with the “Risk Factors” section and the other information contained in this Annual Report on Form 10-K.
Risks related to macroeconomic conditions
| ● | Uncertainties in global economic conditions or a decline in economic conditions, such as recession, economic downturn, and/or inflationary conditions in the U.S. and other regions of the world in which we do business could impact customer spending patterns and materially and adversely affect our financial condition and operating results. |
Risks related to our business and industry
| ● | We have a history of net losses and may not be able to achieve profitability for any period in the future or sustain cash flow from operating activities. |
| ● | Our operating results may fluctuate significantly from period-to-period and may fall below expectations in any particular period, which could adversely affect the market price of our common stock. |
| ● | We have experienced growth of our business in recent years, and our inability to manage this growth could have a material adverse effect on our business, the quality of our products and services and our ability to retain key personnel. |
| ● | We must develop new products, as well as enhancements to existing products, and adapt to rapid and significant technological change to remain competitive. |
| ● | We need to continue to build and develop our sales, marketing and customer service organization, and to engage with domestic and international channel partners to support our planned growth. |
| ● | We face intense and growing competition from leading technology companies as well as from emerging companies. Our inability to compete effectively with any or all of these competitors could affect our ability to achieve our anticipated market penetration and achieve or sustain profitability. |
| ● | Our sales cycles can be long and unpredictable, and our sales efforts require considerable time and expense, which contribute to the unpredictability and variability of our financial performance and may adversely affect our profitability. |
| ● | We may need additional capital in the future, which may not be available to us, and if it is available, may dilute your ownership of our common stock and have a material adverse effect on our business, operating results and financial condition. |
| ● | If we experience a significant disruption in our information technology systems or breaches of data security, our business could be adversely affected. |
Risks related to sales of products to the U.S. Government
| ● | A significant portion of our business depends on sales to the public sector, and our failure to receive and maintain government contracts or changes in the contracting or fiscal policies of the public sector could have a material adverse effect on our business. |
| ● | U.S. government programs are limited by budgetary constraints and political considerations and are subject to uncertain future funding levels that could result in the termination of programs. |
Risks related to litigation and our intellectual property
| ● | We rely on in-bound licenses granted to us from third parties. If we lose these rights, our business may be materially adversely affected, our ability to develop improvements to our existing products and to develop new products may be negatively and substantially impacted, and if disputes arise, we may be subjected to future litigation as well as the potential loss of or limitations on our ability to develop and commercialize products and technology covered by these license agreements. |
Risks related to ownership of our common stock
| ● | If securities or industry analysts do not publish research or reports about our business or if they issue unfavorable commentary or downgrade our common stock, the price of our common stock could decline. |
| ● | The market price of our common stock has been volatile and could continue to be volatile. |
| ● | Our actual operating results may differ significantly from any operating guidance we may provide. |
| ● | Sales of a significant number of shares of our common stock in the public markets, or the perception that such sales could occur, could depress the market price of our common stock. |
General risk factors
| ● | We have in the past, and may again in the future, engage in acquisitions that could disrupt our business, cause dilution to our stockholders and harm our financial condition and operating results. |
