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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks and uncertainties. When used in this prospectus, the words “anticipate,” “believe,” “could,” “expect,” “estimate,” “intend,” “plan,” “potential,” “will,” and similar expressions are intended to identify forward looking statements. These are statements that relate to future periods and include:

•our business, strategy and opportunities;

•our financial and business performance;

•changes in our future operations, financial position, estimated revenues and losses, projected costs, prospects and plans;

•our non-binding term sheet for a potential financing transaction with a financial investor;

•developments relating to our competitors and industry;

•our ability to obtain and maintain intellectual property protection and not infringe on the rights of others;

•collaborations with third parties including our business partners;

•the outcome of any known and unknown legal and regulatory proceedings;

•changes in applicable laws or regulations; and

•anticipated trends and challenges in our business and the markets in which we operate.

Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expected. These risks and uncertainties include, but are not limited to, those risks discussed in the section titled “Risk Factors,” as well as:

•risks associated with executing our strategy;

•changes in applicable laws or regulations;

•our ability to raise capital;

•the risk that the potential financing transaction set forth in the non-binding term sheet may or may not occur, and the terms thereof;

•our ability to compete;

•the impact of macroeconomic and geopolitical trends and events;

•the need to manage third-party suppliers and the distribution of our products and the delivery of our services effectively;

•the protection of our intellectual property assets, including intellectual property licensed from third parties;

•risks associated with our international operations;

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•the development and transition of new products and services and the enhancement of existing products and services to meet customer needs;

•our response to emerging technological trends;

•the execution and performance of contracts by us and our suppliers, customers, clients and partners;

•the hiring and retention of key employees;

•risks associated with business combination and investment transactions;

•the execution, timing and results of any transformation or restructuring plans, including estimates and assumptions related to the cost and the anticipated benefits of the transformation and restructuring plans;

•risks associated with the outcome of any legal or regulatory proceedings;

•the ability to meet stock exchange continued listing standards;

•risks related to our ability to implement and maintain effective internal control over financial reporting in the future;

•our ability to meet conditions precedent to issue shares to the Selling Stockholder under the Purchase Agreement;

•the volatility of the price of our common stock that may result from sales of shares by the Selling Stockholder or other shares of common stock we may register for resale;

•the dilution of holders of common stock from our issuance of shares of common stock to the Selling Stockholder; and

•that there can be no guarantee of how many shares of common stock we will issue under the Purchase Agreement, if at all.

These forward-looking statements speak only as of the date hereof. We expressly disclaim any obligation or undertaking to update any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

You should read this prospectus completely and with the understanding that our actual future results, levels of activity and performance as well as other events and circumstances may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

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