| PART I. | 4 |
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| ITEM 1: BUSINESS | 4 |
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| ITEM 1A: RISK FACTORS | 8 |
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| ITEM 1B: UNRESOLVED STAFF COMMENTS | 16 |
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| ITEM 1C: CYBERSECURITY | 16 |
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| ITEM 2: PROPERTIES | 16 |
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| ITEM 3: LEGAL PROCEEDINGS | 16 |
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| ITEM 4: MINE SAFETY DISCLOSURES | 17 |
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| PART II. | 17 |
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| ITEM 5: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 17 |
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| ITEM 6: [RESERVED] | 17 |
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| ITEM 7: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 17 |
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| ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 22 |
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| ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | 22 |
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| ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 37 |
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| ITEM 9A: CONTROLS AND PROCEDURES | 37 |
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| ITEM 9B: OTHER INFORMATION | 37 |
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| ITEM 9C: DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. | 38 |
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| PART III. | 38 |
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| ITEM 10: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | 38 |
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| ITEM 11: EXECUTIVE COMPENSATION | 38 |
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| ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 38 |
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| ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 38 |
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| ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES | 38 |
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| PART IV. | 39 |
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| ITEM 15: EXHIBITS, FINANCIAL STATEMENT SCHEDULES | 39 |
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| Signatures | 42 |
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND
OTHER INFORMATION CONTAINED IN THIS REPORT
This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. You can find many (but not all) of these statements by looking for words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “would,” “should,” “could,” “may” or other similar expressions in this report. In particular, these include statements relating to future actions, prospective products, applications, customers, technologies, future performance or results of anticipated products, expenses, and financial results. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:
| ● | our ability to generate revenue; |
| ● | our limited operating history; |
| ● | the size and growth of markets for our technology; |
| ● | regulatory developments that may affect our business; |
| ● | our ability to successfully develop new products and the expected and actual performance of those products; |
| ● | the performance of third-party consultants and service providers whom we have and will continue to rely on to assist us in development and commercialization of our B-TRAN® and related packaging and drive circuitry; |
| ● | the rate and degree of market acceptance for our B-TRAN® and current and future B-TRAN® products; |
| ● | the time required for third parties to redesign, test and certify their products incorporating our B-TRAN®; |
| ● | our ability to successfully commercialize our B-TRAN® technology; |
| ● | our ability to secure strategic partnerships with semiconductor fabricators and others related to our B-TRAN® technology; |
| ● | our ability to obtain, maintain, defend and enforce intellectual property rights protecting our technology; |
| ● | the success of our efforts to manage cash spending, particularly prior to the commercialization of our B-TRAN® technology at scale; |
| ● | trade protectionism, tariffs, and other barriers to trade that impact the availability or cost of the raw materials and components used in our products; |
| ● | general economic conditions and events, including inflation, and the impact they may have on us and our potential partners and licensees; |
| ● | our dependence on the global supply chain and the impacts of supply chain disruptions; |
| ● | our ability to obtain adequate financing in the future, if and when we need it; |
| ● | the impact of global health pandemic on our business, financial conduction and results of operations; |
| ● | our success at managing the risks involved in the foregoing items; and |
| ● | other factors discussed in this report. |
The forward-looking statements are based upon management’s beliefs and assumptions and are made as of the date of this report. We undertake no obligation to publicly update or revise any forward-looking statements included in this report, except as required by applicable law. You should not place undue reliance on these forward-looking statements.
