ITEM 1. BUSINESS
Overview
The Company was originally incorporated under the
laws of the State of Colorado in 1984 under the name Oravest International, Inc. In November 2016, we changed our name to TimefireVR,
Inc. and re-incorporated in Nevada. In May 2019, the Company completed a share exchange agreement with Red Cat Propware (“Propware”)
which resulted in the Propware shareholders acquiring an 83% ownership interest, and management control, of the Company. In connection
with the share exchange agreement, we changed our name to Red Cat Holdings, Inc. (“Red Cat” or the “Company” or
“we”) and changed our operating business from the bitcoin industry to the drone industry.
Recent Developments
Prior to the share exchange agreement, Propware was
focused on the research and development of software solutions that could provide secure cloud-based analytics, storage and services for
the drone industry. Following the share exchange agreement and its name change, Red Cat Holdings has completed a series of acquisitions
and financings which have broadened the scope of its activities in the drone industry. These developments include:
| | In January 2020, we acquired Rotor Riot, LLC, a reseller of drones and related
parts, primarily to the consumer marketplace through its digital storefront located at www.rotorriot.com.
The total purchase price was $2.0 million. |
| | In November 2020, the Company acquired Fat Shark Holdings, which sells consumer
electronics products to the first-person view (“FPV”) sector of the drone industry. Fat Shark’s flagship products are
headsets with a built-in display (or “goggles”) that allow a pilot to see a real-time video feed from a camera mounted on
an aerial platform. The total purchase price was $8.4 million. |
| | In May 2021, the Company closed a firm commitment underwritten public offering
(the “Underwritten Offering”) resulting in the sale of 4,000,000 shares of common stock at a public offering price of $4.00
per share to underwriters, ThinkEquity, a division of Fordham Financial Management, Inc. (“ThinkEquity”), pursuant to a registration
statement on Form S-1, as amended (File No. 333-253491), filed with the Securities and Exchange Commission (the “Commission”),
which was declared effective on April 29, 2021. The financing generated gross proceeds of $16.0 million and net proceeds of $14.6 million. |
| | In May 2021, we acquired Skypersonic, Inc., a provider of drone products
and software solutions that enable drone inspection flights that can be executed by pilots anywhere in the world. Skypersonic powers drones
to “Fly Anywhere” and “Inspect the Impossible”. Its patented software and hardware solutions allow for inspection
services in restricted spaces where GPS is denied or unavailable. The total purchase price was $2.8 million. |
| | In July 2021, the Company closed an Underwritten Offering resulting in the
sale of 13,333,334 shares of common stock at a public offering price of $4.50 per share to ThinkEquity. The shares of Common Stock were
offered by the Company pursuant to a registration statement on Form S-3, as amended (File No. 333-256216), filed with the Commission
which was declared effective on June 14, 2021 (the “Registration Statement”). The financing generated gross proceeds of $60.0
million and net proceeds of approximately $55.5 million. |
| | In August 2021, we closed the acquisition of Teal Drones ("Teal"),
a leader in commercial and government unmanned aerial vehicle ("UAV") technology. Teal manufactures the Golden Eagle, one of
only five drones approved by the U.S. Department of Defense for reconnaissance, public safety, and inspection applications. The total
purchase price was $10.0 million. |
Business Strategy
Red Cat remains focused on building a portfolio
of complementary products and services to support the continued growth and maturation of the drone industry in both the enterprise and
consumer market segments. Our disciplined acquisition strategy targets companies with advanced product offerings and unique drone platforms
and intellectual property. After the integration of Teal Drones, we would expect government customers including defense, public safety,
and infrastructure to be our most significant revenue drivers in the fiscal year ending April 30, 2023.
During the second
half of the fiscal year ending on April 30, 2022, the Company focused on integrating and organizing its acquired businesses. These efforts
including refining the establishment of Enterprise and Consumer segments in order to sharpen the Company's focus on the unique opportunities
in each sector of the drone industry. The Enterprise segment is focused on opportunities in the commercial sector and the military. Enterprise
is building the infrastructure to manage drone fleets, fly and provide services remotely, and navigate confined industrial interior spaces
and dangerous military environments. The Consumer segment is focused on enthusiasts and hobbyists which are expected to increase as drones
become more visible and useful in our daily lives. Consumer provides a growing revenue base, strong brand visibility for the Company,
and is an excellent source of professional pilots.
Enterprise Segment
The Enterprise Segment
will focus on developing a hardware enabled software platform of services and solutions to government and commercial enterprises and the
military. Drones enable businesses to complete many tasks and solve problems more efficiently, quicker, and at a lower cost and risk than
traditional methods. The Company's Teal and Skypersonic subsidiaries will operate in this segment. The core business theme for the Enterprise
segment is "Remotely Flying Drones Anywhere."
We have accumulated
an array of software solutions which are enabled by our hardware platform of intelligent drones and digital video link. We believe our
ability to remotely fly drones anywhere provides our customers with a significant reduction in labor, travel, and training costs when
compared with any other enterprise system on the market.
The Enterprise Segment
plans to engage key products and services from the Consumer Segment to fulfill its mission. In addition to the Fat Shark data link, a
roster of professional pilots will be sourced through the large social media presence and network of Rotor Riot.
Teal Drones
Teal anchors the Enterprise
Segment and is expected to drive the segment’s revenues in fiscal 2023 and beyond. Founded by Thiel Fellow, George Matus in 2015,
the company’s first products were its Sport and Teal One consumer drones, the first of their kind to be manufactured in the United
States. A Utah-based operation, Teal has since migrated to the enterprise and government sectors based on its Golden Eagle, a U.S. Department
of Defense government-approved drone designed for reconnaissance, public safety, and inspection applications.
After the U.S. Army banned its forces from using
Chinese-made quadcopters due to security risks (the drones’ radio controls are unencrypted and the devices could potentially capture
and store sensitive information that could be passed to the Chinese government) the U.S. Department of Defense began developing its own
alternatives under a defense program known as Blue sUAS.
Teal is redefining what unmanned systems can
achieve, providing superior aerial surveillance and awareness for inspections and short-range reconnaissance. The Golden Eagle resembles
a consumer quadcopter but is made to military standards with secure, encrypted communications and advanced computing. The Golden Eagle
also carries a high-quality thermal imaging system made by FLIR, a subsidiary of Teledyne Technologies. Teal's open and modular platform
allows a critical mass of applications to be developed and integrated for next-generation capabilities. Partners actively integrating
technologies with Teal include Autonodyne, Tomahawk Robotics, and DroneLink.
Teal has achieved
the following accomplishments since being acquired by Red Cat Holdings in August 2021.
Teal opens new manufacturing facility located in
Salt Lake City, Utah.
In October 2021, Teal
moved to a new 13,000+ square foot facility to consolidate its manufacturing and corporate activities. In January 2022, Teal doubled the
size of its facility in order to fully scale production capacity to meet the forecasted growth in demand and to house its expanding team
of software and technology engineers.
Significant Purchase Order Received from Largest
U.S. Drone Distributor
In August 2021, Teal received a significant purchase
order for the Golden Eagle from Drone Nerds, the largest distributor of drones in the United States. To date, approximately 50% of the units
have been delivered to Drone Nerds with the remaining 50% expected to be delivered by the end of calendar year 2022.
Awarded Customs and Border Protection Contract
Worth up to $90 Million over Five Years
In December 2021, Teal Drones was one of only five
contractors awarded a firm, fixed price, multiple award blanket purchase agreement (BPA) by the United States Customs and Border Protection.
The BPA has an estimated value of $90 million in total over a 5-year ordering period.
The Department of Homeland Security agencies can place
orders through the BPA for unmanned aircraft systems (UAS). The drones will provide supplemental airborne reconnaissance, surveillance,
and tracking capability to enhance situational awareness for field commanders and agents in areas that lack nearby traditional surveillance
systems or available manned air support.
Given the security mandates within the Department
of Defense and Federal Government, as well as the recently passed infrastructure bill that has a 'Build America Buy America' mandate,
we are confident in our ability to offer domestically sourced drone solutions and services.
Selected by U.S. Army for Short Range Reconnaissance
Tranche 2 Drone Program
In March 2022, Teal was selected by the Department
of Defense's (DoD) Defense Innovation Unit (DIU) and U.S. Army to compete in the Short Range Reconnaissance Tranche 2 (SRR T2) Program
of Record. The rigorous technical requirements and program objectives of SRR T2 dramatically narrowed the field from over three dozen
drone manufacturers to just a handful that were selected by the Army to move forward with the program.
Teal was selected to develop a next-generation,
small unmanned aerial system (sUAS) designed for surveillance and reconnaissance (S&R) duties, with a focus on autonomous
capability, for the U.S. Army. The ultimate goal of the SRR T2 program is to provide a small, rucksack portable sUAS that provides
all Army infantry platoons (consisting of 20-50 soldiers) with situational awareness beyond the next terrain.
Following a successful demonstration in September
2021, Teal was notified by the U.S. Army's Short Range Reconnaissance Product Office that it would advance to the prototype phase of the
SRR T2 program and was awarded a $1.5M prototype contract. Teal will develop a next-generation drone that meets or exceeds the Army's
technical system requirements of SRR T2 and competes for the SRR T2 production contract.
The SRR Tranche 1 program began in 2020, and Teal
was similarly selected for that program with a prototype contract award as part of its selection. The five drones (including Teal's Golden
Eagle) developed for SRR Tranche 1 became the five drones named to the Blue sUAS list in August 2020 and were subsequently approved by
the Department of Defense (DoD) and other U.S. Federal Departments. The Blue sUAS list was originally developed by the Defense Innovation
Unit (DIU), an organization within the DoD organization that is focused on integrating leading commercial technologies into the Government.
Purchase Order for Golden Eagle Drone Units from
NATO Member Country for Deployment in Ukraine
In April 2022, Teal secured an order for 15 Golden
Eagle drone units, plus spares and training, from a NATO (North Atlantic Treaty Organization) member country that has committed to deploy
them in the Ukraine. The drones are expected to be used for reconnaissance and surveillance on the front lines, thereby lessening the
need to utilize troops to perform such dangerous activities.
The Company believes that Teal is one of the only
drone companies in the world able to provide these types of drones at scale, utilizing its own proprietary technology, manufacturing,
and resources, even despite the supply chain issues that have plagued the industry.
The Company has seen strong interest in the Teal drone
platform from numerous European countries which have increased their defense budgets, not only to support the Ukraine invasion but to
also prepare themselves for future geopolitical conflicts. Many countries and military units are recognizing the strategic benefit of
having an adequate baseline inventory of drone units that can be invaluable in reconnaissance and surveillance on the front lines.
First Commercial
Enterprise to Bring Complete Multi-Drone System to Market
In May 2022, Teal completed the development and production
of a four-drone, multi-vehicle system for defense, government, and public safety markets. Developed in close cooperation with strategic
partner Autonodyne, LLC, the multi-vehicle package will be offered in two configurations: 4-Ship and 4-Ship+. Both configurations will
allow a single pilot to simultaneously control up to four of Teal’s Golden Eagle units.
The 4-Ship is a complete solution that provides operators
with actionable information from multiple vehicles at the same time -- including the display of four simultaneous video feeds -- resulting
in faster situational awareness and decision-making in today’s complex environments. It also offers a tremendous savings in manpower,
the most expensive component of any drone operation, since four pilots are replaced by just one. With 4-Ship, we have successfully integrated
the human/machine interface with an embedded autonomy engine that offers additional intelligence and surveillance capabilities from a
single pilot and controller. The ease of use and multitude of applications makes the 4-Ship a next-generation drone system.
The 4-Ship+ will include two extra Golden Eagle units
and an additional linked controller to facilitate handoff of control from one pilot to another. The 4-Ship+ configuration allows a back-up
pilot to immediately take over at any time. The additional two drones also allow pilots to bring in units with fresh batteries, while
units with drained batteries drop off to be charged – all without breaking up the four-drone flight pattern. This allows for continuous
360-degree surveillance of any target and overcomes the biggest weakness of any drone which is limited battery life.
We believe that 4-Ship represents truly disruptive
technology that will alter the approach to intelligence, surveillance and reconnaissance. No longer are drone applications limited to
a one-pilot/one-drone situation, drastically altering the potential missions for drones due to the ability of a single pilot to be able
to control a team of drones. The 4-Ship already provides significant flexibility in applications, from security to agriculture to law
enforcement, as well as the expected military applications, for which there is expressed interest.
Skypersonic
Skypersonic enables
drones to "Fly Anywhere". Its Skycopter is a miniature drone in a protective cage which can navigate restricted spaces, such
as oil and gas pipes, while recording critical inspection data yet not damaging its environment or the drone. Its Skylogic software system
enables the drone to record the inspection data even though GPS communications are not available in such restricted environments. Skyloc
is a stand-alone, real time, software system which enables the drone to record and transmit inspection data even while being operated
from thousands of miles away. Fat Shark's Shark Byte digital video transmitters provide the downlink technology which is essential to
enabling the drone to transmit the data recorded by the Skylogic system to Dronebox.
Skylogic and Fat Shark’s
digital goggles integrate seamlessly to enable drones to be remotely flown from thousands of miles away. In January 2021, Rotor Riot's
President, Drew Camden, controlled a drone flying in Michigan while he was physically located 1,200 miles away in Orlando, Florida. Notable
accomplishments since the acquisition, including completion of the third trans-Atlantic flight completed remotely, are set forth below:
Awarded NASA Contract
In September 2021, Skypersonic was awarded a five-year
contract with NASA to provide drone and rover software, hardware and support for NASA’s Simulated Mars mission. NASA is preparing
a series of analog missions that will simulate year-long stays on the surface of Mars, each of which will consist of four crew members
living in Mars Dune Alpha, an isolated 1,700 square foot habitat. During the mission, the crew will conduct simulated spacewalks and related
operations by remote piloting Skypersonic drones and rover in a simulated Martian environment. Skypersonic's real-time transoceanic remote
piloting platform will drive the piloting of both the drones and the rover.
Two-year Facility
Inspection Program completed with General Motors
In May 2022, Skypersonic
completed a two-year program with General Motors (“GM”) using the Skycopter™ to perform crane rail inspections in all
19 of its North American stamping (metalworking) facilities.
The Skycopter was
able to capture critical information that is relevant to the maintenance of GM’s facilities and their internal structures in a relatively
short amount of time. Information was captured in two to three hours versus what would normally take eight to twelve hours and require
shutting the facility down completely, erecting scaffolds, and hoisting personnel in the air and onto the rails for manual inspection.
The Skycopter provided an inspection and data collection service that is faster than traditional methods while also providing a much safer
work environment for employees.
The full inspection
program took over two years to complete, including the initial planning and pilot training phases, while the inspection process across
all 19 facilities required 14 months. The program consisted of the video recording of 50,000 cumulative feet of crane rails captured from
more than 200 flight hours by the Skycopter across all 19 facilities for subsequent analysis by structural engineers. The Skycopter was
piloted by General Motors personnel at all times following their completion of an initial pilot training program with Skypersonic. Based
on learnings from this initial inspection program, General Motors believes it can materially reduce the next round of crane rail inspections
from 14 months for all 19 North American stamping facilities to six months. General Motors is also evaluating the use of the Skycopter
in other inspection applications across additional plants and facilities.
Trans-Atlantic
Inspection of Italian Utility Plant Completed by Pilot Controlling Drone from the United States
In June 2022, Skypersonic
completed an inspection of a utility plant in Turin, Italy using a drone controlled by a pilot physically located in Orlando, Florida.
The drone was controlled relying solely on an internet connection from a normal cellphone. The pilot was Drew Camden, president of our
subsidiary, Rotor Riot. Mr. Camden had never visited the plant, nor had he seen any drawings or photos of the floorplan or the layout
which included many staircases, ducts, equipment, and other obstacles through which he guided the Skycopter from across the Atlantic.
Using the Company’s Skyloc operating system, Mr. Camden was able to pilot the drone without using GPS (Global Positioning System)
which is traditionally used for outdoor flights, but which is often not available in closed, restricted environments.
The Company believes
that Skypersonic can enable companies to complete inspections, monitor operations and complete other business activities in a safer, quicker,
and more efficient manner than traditional methods. Traditionally, such activities are completed in a manual manner which can require
employees or contractors to travel to the desired location. In addition, a manual process can be inherently dangerous due to the restricted
environment, including extreme heights and constrained spaces required to complete the activity.
Consumer Segment
The Consumer Segment
will focus on selling drones and related parts to enthusiasts and hobbyists which will continue growing as drones become more visible
in our daily lives. The Company's Fat Shark and Rotor Riot subsidiaries operate in this segment.
The Consumer segment focuses on drones piloted
with wearable display devices. These are head mounted displays (“HMDs”) for drone pilots. HMDs give pilots “first
person view” (“FPV”) perspective to control their drone in flight. This is a unique experience where the pilot is
interacting with an aircraft through visual immersion. In this augmented virtual reality, the pilot sees only what the drone sees,
as if sitting in the pilot seat. This experience is accomplished by live streaming footage from a camera mounted on the nose of the
drone directly into specially designed goggles worn by the pilot. The image is transmitted via radio (traditionally analog but
increasingly digital) to the pilot. The drone remote control unit, the drone device, and the FPV goggles are all interconnected via
radio. This effect requires sophisticated electronics that transmit visual information with sufficient speed and reliability to
allow pilot control over the drone in real-time. Pilots routinely achieve speeds of over 90 mph in racing and other mission critical
applications. An FPV pilot must experience a near complete transfer of their visual consciousness into the body of their piloted
device.
There are three common categories of FPV flight –
freestyle flight, racing and aerial photography. In freestyle, the pilot navigates around obstacles focused on acrobatics and exploring
the environment around the aircraft through the HMD. This type of flight can be used for utility and crop inspection, as well as package
delivery. These drones are often equipped with special equipment such as moisture or heat sensors. FPV racing describes a growing spectator
sport where pilots fly their drones in competitions through a series of obstacles, flags, and gates in a racetrack. Aerial photography
is the process of viewing and recording a subject matter from the air from the viewpoint of the pilot.
We sell FPV flight systems through our Rotor Riot
and Fat Shark subsidiaries. We sell flight design cameras, video transmitters, goggles, as well as the mounts, airframes and accessories
to build or operate drone aircraft. We design, develop, assemble, and sell each of these FPV components individually and in packages.
We believe our products have become favorites in FPV racing and we sponsor several racing teams and pilots. We purchase and resell drones
and components from leading manufacturers, including industry leader DJI, and custom design and build our own line of branded products.
We market through social media and attract buyers
to our ecommerce platforms. We maintain a robust presence on Facebook and YouTube where we sponsor competitions and provide education.
Sports networks, and sponsors such as NBC, Sky, Liberty Media, Fox Sports, MGM, Hearst, and Twitter broadcast and sponsor global events
where professional pilots and amateurs compete for prizes and sponsorships. Drone racing is a global sport with chapters, leagues, and
pilots and established guidelines, rules and regulations for participation adopted by organizations such as MultiGP, Drone Racing League
(“DRL”), IUDRO, DR1 Racing, Rotomatch League, FPVR, and Freespace Drone Racing. Pilots specially design their custom-built
aircraft, selecting and customizing frames, motors, propellors and controllers for speed and maneuverability from Rotor Riot. Rotor Riot
sponsors a team of six of the leading pilots on the competitive FPV racing circuit, including the 2019 and 2018 Drone Racing League champion.
Drone pilots and spectators alike experience real-time flight through their own HMD. Fat Shark sponsored its first drone racing championship
in 2015.
Launch of Innovative
Dominator Drone FPV Goggle
In May 2022, Fat Shark
launched a new FPV (first-person viewer) drone headset – the Dominator. The Dominator is a low latency, 1080p digital goggle with
an extended flight range over existing systems.
Customers
Revenues for the Consumer segment are principally
generated through distributors (for Fat Shark) and online (for Rotor Riot through its e-commerce site, www.rotorriot.com).
We currently market our products and services to recreational and professional drone pilots and hobbyists.
Competition
Rotor Riot competes with a number of significantly
larger, better capitalized companies. SZ DJI Technology Company, Ltd., commonly known as DJI, is the dominant market leader in the Customer
Segment with a global market share estimated at more than 70%, according to many industry research firms. Other competitors include Parrot
and Lumenier. Race Day Quads is a larger, direct competitor in the FPV sector. We compete against these financially stronger companies
by leveraging our visibility on the internet through our Facebook page which has more than 33,000 members and our Rotor Riot channel which
has more than 192,000 subscribers. The Rotor Riot brand has been at the center of the racing and freestyle culture of drones since registering
its domain name in 2015. Rotor Riot sponsors a team of six of the leading FPV pilots on the competitive racing circuit, including the
Drone Racing League champion pilot in 2019 and 2018.
Fat Shark competes with SZ DJI Technology Company,
LtD., commonly known as DJI as the dominant market leader in the consumer segment. Fat Shark also competes with other FPV headset companies
that include Skyzone, Orca, and HD Zero. The Fat Shark brand has been synonymous with FPV headsets since the emergence of the market in
2008. Fat Shark continues to compete through partnerships with other FPV companies and a focus on manufacturing and product quality.
Suppliers
Rotor Riot purchases its inventory from over 60 suppliers.
35% of this inventory is purchased from three vendors. The two most critical components are electronics and frames. 41% of Rotor Riot's
electronics and frames are purchased from two vendors. The United States has continuously increased tariffs on the inventory that Rotor
Riot purchases from China. Since 2019, tariffs ranging from 2% to 25% have been imposed on 88% of Rotor Riot’s inventory. 68% of
Rotor Riot's inventory is purchased directly from Chinese based vendors, all of these items are subject to tariffs. An additional 20%
is purchased from vendors that are affected by the tariffs resulting in increase in costs to Rotor Riot. 28% of Rotor Riot’s inventory
consists of DJI products which are subject to the highest 25% tariff rate. These tariffs increase the cost of goods which reduces the
company’s profit margins. Rotor Riot has been unable to find comparable non-Chinese products and vendors.
The Drone Industry
The Drone industry continues to
expand beyond its military origin to become a powerful business tool and recreational activity. We expect both of these markets to continue
to grow.
| | According to Business Insider Intelligence, commercial use of drones
will reach 2.4 million units by 2023, a 66% compounded annual growth rate. Drones will be employed by the agriculture, construction
and mining, insurance, and media and telecommunications industries. The drone services market is expected to grow to over $60
billion by 2025, from $4.4 billion in 2018. Consumer drone shipments will reach 29 million by 2021. |
| | Spending on drones is projected to reach more than $16 billion in 2020 and
experience a compounded annual growth rate of 33% through 2025 as reported by International Data Corporation. |
| | The small drone market size is projected to increase to $40 billion by 2025
from $13.4 billion in 2018 according to Markets and Markets, |
| | The FAA has forecasted a 300% increase in commercial drones from 2019 to
2023 as per businessinsider.com |
Drone Industry to Benefit from Passage of Infrastructure
Bill
In November 2021, Congress passed the infrastructure
bill which may provide multiple business opportunities for the drone industry. Drones already play a vital role in many of the programs
covered by the bill, including railways, roads and bridges, storm preparation, electrical grid strengthening and sewage maintenance. With
more than $280 billion earmarked for these programs alone, the Company believes there is a significant opportunity to expand its existing
relationship with the Department of Defense and NASA to include other agencies of the Federal Government.
These services include
enabling rapid inspections and surveillance to ensure efficiency and identifying potential issues developing on roadways or electrical
grids prior to their becoming disabled. Drones also provide the ability to efficiently manage maintenance once improvements have been
completed. Congress has also been debating an additional $50 million allocation for both 2022 and 2023 as part of the "Drone Infrastructure
Inspection Grant Act" which would provide funding specifically for drone use, thereby adding new opportunities for the Company in
the context of the larger bill.
In addition, the
Company strongly supports the "Build America, Buy America Act" component of the bill which emphasizes the need for infrastructure
improvements and maintenance to be completed by American companies for the benefit of U.S. citizens. Specifically, the bill states: "United
States taxpayer dollars invested in public infrastructure should not be used to reward companies that have moved their operations, investment
dollars, and jobs to foreign countries or foreign factories, particularly those that do not share the commitment of the United States
to environmental, worker, and workplace safety protections."
Red Cat Holdings was
founded as an American company and each of its acquisitions has been completed within the U.S. borders to help strengthen the U.S. economy
and provide U.S.-based jobs. With Teal’s new drone manufacturing facility up and running in Utah, the Company is well positioned
to provide drones and services to support the needs of these infrastructure programs.
Government Regulation and Federal Policy of Drones
The Federal Aviation Administration (“FAA”)
of the United States Department of Transportation is responsible for the regulation and oversight of civil aviation within the U.S. Its
primary mission is to ensure the safety of civil aviation. The FAA has adopted the name “unmanned aircraft” (“UA”)
to describe aircraft systems without a flight crew on board. More common names include drone, Unmanned Aerial Vehicle (“UAV”)
and remotely operated aircraft.
The FAA began issuing regulations governing drones
in 2005 with their scope and frequency expanding in recent years with the significant increase in the number of drones sold. In December
2015, the FAA announced that all drones weighing more than 250 grams, or 0.55 pounds, must be registered with the FAA. As of July 2022,
the FAA reported the registration of 858,550 drones, of which 318,455 were commercial and 536,482 were recreational. In addition, more
than 286,184 remote pilots were certified.
In January 2021, the FAA finalized rules requiring
that drones be identifiable remotely. These rules are effective for drone manufacturers beginning in September 2022 and for drone pilots
in September 2023. The FAA believes that remote ID technologies will enhance safety and security by allowing the FAA, law enforcement,
and federal security agencies to identify drones flying in their jurisdiction. These efforts lay the foundation for more complex operations,
such as those beyond visual line of sight at low altitudes, as the FAA and the drone industry move toward a traffic management ecosystem
for Unmanned Aircraft System flights separate from, but complimentary to, the air traffic management system.
The Company believes that the oversight of the FAA
is beneficial to the drone industry generally, and the Company specifically. Approximately 10 % of the drones sold by Rotor Riot are below
the weight threshold required to register. The remaining 90% have more functionality, are more likely to be used for commercial purposes,
and therefore, should be registered.
Environmental Considerations
While the operations of many businesses have some
form of negative impact on the environment, drones have a unique ability to provide a positive contribution. Many of these relate to
a drone’s ability to reach places in a more efficient manner, and include such activities as:
| | aerial mapping and nature monitoring; |
| | maintenance of renewal energy sources such as solar panels and wind turbines; |
| | disaster relief monitoring and
relief delivery; and |
| | agricultural sustainability solutions |
Intellectual Property
The company has consolidated
the intellectual property into a subsidiary UAVPatent Corp. The subsidiary has 29 issued patents and 13 pending patents. The IP portfolio
includes design and utility patents ranging from FPV headsets to the architecture for Skyperonic's Fly Anywhere platform. None of the
patents are currently licensed and IP is generated in the general course of doing engineering design.
UAVPatent Corp also
has the trademarks on the Rotor Riot, Fat Shark, Teal, Skypersonic, and Red Cat brands and logos.
Employees
As of July 20, 2021, the Company had 70 full-time
employees.
Research and Development
During the years ended April 30, 2022 and 2021, we
incurred research and development costs of $2,606,141 and $516,084, respectively, excluding $516,456 and $1,269,987 of stock-based compensation,
respectively.
Item 1A Risk Factors
| A. | Risks Related to Our Business |
We may need additional capital to fund our expanding
operations until we reach profitability, and if we are not able to obtain sufficient capital, we may be forced to limit or curtail our
operations.
During the fiscal year ended April 30, 2022, we acquired
Skypersonic and Teal Drones. Our other businesses include Rotor Riot and Fat Shark. Historically, only Fat Shark has reported profits
and it was not profitable in fiscal 2022. There can be no assurance that any of our operating businesses will reach profitability in the
future.
If additional equity and/or debt financing is not
available, then we may not be able to continue to develop our business activities, and we will have to modify our business plan. These
factors could have a material adverse effect on our future operating results and our financial condition. If we are unable to raise additional
funds to continue as a going concern, we could be forced to cease our business activities and dissolve. In such an event, we may incur
additional financial obligations, including the accelerated maturity of debt obligations, lease termination fees, employee severance payments,
and other creditor and dissolution-related obligations.
Our ability to raise financing through sales of equity
and/or debt securities depends on general market conditions and the demand for our common stock. We may be unable to raise adequate capital
through sales of equity and/or debt securities, and if our stock has a low market price at the time of such sales, our existing stockholders
could experience substantial dilution. If adequate financing is not available or unavailable on acceptable terms, we may find we are unable
to fund expansion, continue offering products and services, take advantage of acquisition opportunities, develop or enhance services or
products, or to respond to competitive pressures in the industry which may jeopardize our ability to continue operations.
We have incurred net losses since inception.
We have accumulated net losses of approximately $27,500,000
as of April 30, 2022. These losses have had an adverse effect on our financial condition, stockholders’ equity and working capital.
We will need to generate higher revenues and control operating costs in order to attain profitability. There can be no assurances that
we will be able to do so or to reach profitability.
We operate in an emerging and rapidly growing
industry which makes it difficult to evaluate our business and future prospects.
The drone industry is relatively new and is growing
rapidly. As a result, it is difficult to evaluate our business and future prospects. We cannot accurately predict whether, and even when,
demand for our products will increase, if at all. The risks, uncertainties and challenges encountered by companies operating in emerging
and rapidly growing industries include:
Generating sufficient revenue to cover
operating costs and sustain operations;
Acquiring and maintaining market share;
Attracting and retaining qualified
personnel, especially engineers with the requisite technical skills;
Successfully developing and commercially
marketing new products:
Accessing the capital markets to raise
additional capital, on reasonable terms, if and when required to sustain operations or to grow the business.
The drone industry is subject to various laws
and government regulations which could complicate and delay our ability to introduce products, maintain compliance, and avoid violations
which could negatively impact our financial condition and results of operations.
We operate in the drone industry which is a highly
regulated environment in the US and international markets. Federal, state and local governmental entities and foreign governments may
regulate aspects of the industry, including the production or distribution of our products, software or services. These regulations may
include accounting standards, taxation requirements, product safety, trade restrictions, environmental regulations, products directed
toward children or hobbyists, and other administrative and regulatory restrictions. While we endeavor to take all the steps necessary
to comply with these laws and regulations, there can be no assurance that we can maintain compliance on a continuing basis. Failure to
comply could result in monetary liabilities and other sanctions which could increase our costs or decrease our revenue resulting in a
negative impact on our business, financial condition and results of operations.
Our business and products are subject to government
regulation and we may incur additional compliance costs or be forced to suspend or cease operations if we fail to comply.
We must comply with a wide variety of laws, regulations,
standards and other requirements governing, among other things, electrical safety, wireless emissions, health and safety, e-commerce,
consumer protection, export and import requirements, hazardous materials usage, product-related energy consumption, packaging, recycling
and environmental matters. Compliance with these laws, regulations, standards, and other requirements may be onerous and expensive, and
they may be inconsistent from jurisdiction to jurisdiction (including from country to country), further increasing the cost of compliance
and doing business. Our products may require regulatory approvals or satisfaction of other regulatory concerns in the various jurisdictions
in which they are manufactured, sold or both. These requirements create procurement and design challenges that require us to incur additional
costs identifying suppliers and manufacturers who can obtain and produce compliant materials, parts and products. Failure to comply with
such requirements can subject us to liability, additional costs, and reputational harm and, in extreme cases, force us to recall products
or prevent us from selling our products in certain jurisdictions. If there is a new regulation, or change to an existing regulation, that
significantly increases our costs of manufacturing or causes us to significantly alter the way that we manufacture our products, this
would have a material adverse effect on our business, financial condition and results of operations. Additionally, while we have implemented
policies and procedures designed to ensure compliance with applicable laws and regulations, there can be no assurance that our employees,
contractors, and agents will not violate such laws and regulations or our policies and procedures.
Our products must comply with certain requirements
of the U.S. Federal Communications Commission (“FCC”) regulating electromagnetic radiation in order to be sold in the United
States and with comparable requirements of the regulatory authorities of the European Union (“EU”), Japan, China and other
jurisdictions. Our FPV products include wireless radios and receivers which require additional emission testing. We are also subject to
various environmental laws and governmental regulations related to toxic, volatile, and other hazardous chemicals used in the third-party
components incorporated into our products, including the Restriction of Certain Hazardous Substances Directive (the “RoHS”)
and the EU Waste Electrical and Electronic Equipment Directive (the “WEEE Directive”), as well as the implementing legislation
of the EU member states. This directive restricts the distribution of products within the EU that exceed very low maximum concentration
amounts of certain substances, including lead. Similar laws and regulations have been passed or are pending in China, Japan, and numerous
countries around the world and may be enacted in other regions, including in the United States. We are, or may in the future be, subject
to these laws and regulations.
Our products may be subject to new domestic and international
requirements. Compliance with regulations enacted in the future could substantially increase our cost of doing business or otherwise have
a material adverse effect on our results of operations and our business. Any inability by us to comply with regulations in the future
could result in the imposition of fines or in the suspension or cessation of our operations or sales in the applicable jurisdictions.
Any such inability by us to comply with regulations may also result in our not being permitted, or limit our ability, to ship our products
which would adversely affect our revenue and ability to achieve or maintain profitability.
Although we encourage our contract manufacturers and
major component suppliers to comply with the supply chain transparency requirements, such as the RoHS Directive, we cannot provide assurance
that our manufacturers and suppliers consistently comply with these requirements. In addition, if there are changes to these or other
laws (or their interpretation) or if new related laws are passed in other jurisdictions, we may be required to re-engineer our products
to use components compatible with these regulations. This re-engineering and component substitution could result in additional costs or
disrupt our operations or logistics.
The WEEE Directive requires electronic goods producers
to be responsible for the collection, recycling and treatment of such products. Changes in interpretation of the directive may cause us
to incur costs or have additional regulatory requirements to meet in the future in order to comply with this directive, or with any similar
laws adopted in other jurisdictions. Our failure to comply with past, present, and future similar laws could result in reduced sales of
our products, substantial product inventory write-offs, reputational damage, penalties and other sanctions, which could harm our business
and financial condition. We also expect that our products will be affected by new environmental laws and regulations on an ongoing basis.
To date, our expenditures for environmental compliance have not had a material impact on our results of operations or cash flows. Although
we cannot predict the future impact of such laws or regulations, they will likely result in additional costs and may increase penalties
associated with violations or require us to change the content of our products or how they are manufactured. These developments could
have a material adverse effect on our business and financial condition.
We face competition from larger companies
that have substantially greater resources which challenges our ability to establish market share, grow our business segments, and reach
profitability.
The drone industry is attracting a wide range
of significantly larger companies which have substantially greater financial, management, research and marketing resources than us. Competitors
in the Enterprise segment include transportation companies like United Parcel Service, Federal Express and Amazon, as well as defense
companies such as Lockheed Martin Corporation, Northrop Grumman Corporation, and AeroVironment. Our competitors may be able to provide
customers with different or greater capabilities than we can provide, including technical qualifications, pricing, and key technical support.
Many of our competitors may utilize their greater resources to (i) develop competing products and technologies, (ii) leverage their financial
strength to utilize economies of scale and offer lower pricing, and (iii) hire more qualified personnel by offering more generous compensation
packages. In order to secure orders and contracts, we may have to offer comparable products and services at lower pricing which could
adversely affect our operating margins. Our inability to compete effectively against these larger companies could have a material adverse
effect on our business, financial condition and operating results.
We may not be able to keep pace with technological
advances in the drone industry.
The drone industry continues to undergo significant
changes, primarily related to technological developments. The rapid growth of technology and shifting consumer tastes makes it impossible
to predict the overall effect these factors could have on the drone industry. If we are not able to keep pace with these technological
advances, then our revenues, profitability and results from operations may be materially adversely affected.
We will continue to rely on components (including
micro-display panels organic light-emitting diode (“OLED”) and liquid crystal (“LC”) displays for our goggle displays,
transmitters and cameras) that are developed and produced by other companies. The commercial success of our future products will depend
on advances in these and other technologies by other companies. We may, from time to time, contract with and support companies developing
key technologies in order to accelerate the development of such products for our uses. Such activities might not result in useful technologies
or components for us but may help our competitors.
If critical components become scarce or unavailable,
then we may incur delays in fulfilling sales orders which could adversely impact our business.
We obtain components for our drones from a limited
number of suppliers. Most of these components are sourced from China which has been engaged in a trade war with the United States over
the past few years. We do not have a long-term agreement with these suppliers that obligates them to sell components to us. Our reliance
on these suppliers entails significant risks and uncertainties, including whether these suppliers will provide an adequate quantity of
components, at a reasonable price, and on a timely basis. While there are options to purchase certain components from suppliers based
in the United States, we would be forced to pay higher prices which would adversely impact our gross margin and operating results. Our
operating results could be materially, adversely impacted if our suppliers do not provide the critical components used to assemble our
products on a timely basis, at a reasonable price, and in sufficient quantities.
Lack of long-term purchase orders and commitments
from customers may lead to a rapid decline in sales.
Our customers issue purchase orders solely at their
own discretion, often shortly before the requested date of shipment. Customers are generally able to cancel orders (without penalty) or
delay the delivery of products on relatively short notice. In addition, current customers may decide not to purchase products for any
reason. If our customers do not continue to purchase our products, then our sales volume could decline rapidly with little or no warning.
We cannot rely on long-term purchase orders or commitments
to protect us from the negative financial effects of a decline in demand for products. The uncertainty of product orders makes it difficult
to forecast sales and allocate resources in a manner consistent with actual sales. Moreover, expense levels and the amounts invested in
capital equipment and new product development costs are based in part on expectations of future sales and, if expectations regarding future
sales are inaccurate, we may be unable to reduce costs in a timely manner to adjust for sales shortfalls. As a result of lack of long-term
purchase orders and purchase commitments, we may experience a rapid decline in sales.
Our products require a continuing investment
in research and development, and may experience technical problems or delays, which could lead the business to fail.
Our research and development efforts remain subject
to all the risks associated with the development of new products based on emerging and innovative technologies. This includes, for
example, unexpected technical problems or the possible insufficiency of funds for completing development of these products. If technical
problems or delays arise, further improvements in products and the introduction of future products could be adversely impacted, and we
could incur significant additional expenses, an inability to increase revenues and increasing operating losses.
The nature of our business involves significant
risks and uncertainties that may not be covered by insurance or indemnity.
We develop and sell products where insurance or indemnification
may not be available, including (i) those using advanced and unproven technologies and drones, and (ii) those that collect, distribute
and analyze various types of information.
Failure of certain of our products could result in
loss of life or property damage. Certain products may raise questions with respect to issues of civil liberties, intellectual property,
trespass, conversion and similar concepts. Indemnification to cover potential claims or liabilities resulting from a failure of technologies
developed or deployed may be available in certain circumstances but not in others. We do not and are not able to maintain insurance
to protect against our risks and uncertainties. Substantial claims resulting from an accident, failure of our product, or liability arising
from our products in excess of any indemnity or insurance coverage (or for which indemnity or insurance is not available or was not obtained)
could harm our financial condition, cash flows, and operating results. Any accident, even if fully covered or insured, could negatively
affect our reputation among our customers and the public, and make it more difficult for us to compete effectively.
Product quality issues and a higher-than-expected
number of warranty claims or returns could harm our business and operating results.
The products that we sell could contain defects in
design or manufacture. Defects could also occur in the products or components that are supplied to us. There can be no assurance we will
be able to detect and remedy all defects in the hardware and software we sell which could result in product recalls, product redesign
efforts, loss of revenue, reputational damage and significant warranty and other remediation expenses. Similar to other mobile and consumer
electronics, our products have a risk of overheating in the course of usage or upon malfunction. Any such defect could result in harm
to property or in personal injury. If we determine that a product does not meet product quality standards or may contain a defect, the
launch of such product could be delayed until we remedy the quality issue or defect. The costs associated with any protracted delay necessary
to remedy a quality issue or defect in a new product could be substantial.
We generally provide a one-year warranty on all of
our product except in certain European countries that mandate two years for some consumer-focused products. The occurrence of any material
defects in our products could expose us to liability for damages and warranty claims in excess of our current reserves, and we could incur
significant costs to correct any defects, warranty claims or other problems. In addition, if any of our product designs are defective
or are alleged to be defective, we may be required to participate in a recall campaign. In part due to the terms of our warranty policy,
any failure rate of our products that exceeds our expectations may result in unanticipated losses. Any negative publicity related to the
perceived quality of our products could affect our brand image and decrease retailer, distributor and consumer confidence and demand,
which could adversely affect our operating results and financial condition. Further, accidental damage coverage and extended warranties
are regulated in the United States at the state level and are treated differently within each state. Additionally, outside of the United
States, regulations for extended warranties and accidental damage vary from country to country. Changes in interpretation of the regulations
concerning extended warranties and accidental damage coverage on a federal, state, local or international level may cause us to incur
costs or have additional regulatory requirements to meet in the future in order to continue to offer our support services. Our failure
to comply with past, present and future similar laws could result in reduced sales of our products, reputational damage, penalties and
other sanctions, which could harm our business and financial condition.
Our products will likely experience declining
unit prices and we may not be able to offset that decline with production cost decreases or higher unit sales.
Prices of established consumer and enterprise electronics,
displays, personal computers, and mobile products tend to decline significantly over time or as new enhanced versions are introduced,
frequently every 12 to 24 months in the markets in which we compete. In order to maintain adequate product profit margins over the long
term, we believe that we will need to continuously develop product enhancements and new technologies that will either slow price declines
of our products or reduce the cost of producing and delivering our products. While we anticipate opportunities to reduce production costs
over time, we may not be able to reduce our component costs. We expect to attempt to offset the anticipated decrease in our average selling
price by introducing new products, increasing our sales volumes or adjusting our product mix. If we fail to do so, our results of operations
will be materially and adversely affected.
Our products could infringe on the intellectual
property rights of others.
Companies in the consumer electronics, wireless communications,
semiconductor, IT, and display industries steadfastly pursue and protect intellectual property rights, often times resulting in considerable
and costly litigation to determine the validity of patents and claims by third parties of infringement of patents or other intellectual
property rights. Our products could be found to infringe on the intellectual property rights of others. Other companies may hold or obtain
patents or inventions or other proprietary rights in technology necessary for our business. Periodically, other companies inquire about
our products and technology in their attempts to assess whether we violate their intellectual property rights. If we are forced to defend
against infringement claims, we may face costly litigation, diversion of technical and management personnel, and product shipment delays,
even if the allegations of infringement are unwarranted. If there is a successful claim of infringement against us and we are unable to
develop non-infringing technology or license the infringed or similar technology on a timely basis, or if we are required to cease using
one or more of our business or product names due to a successful trademark infringement claim against us, it could adversely affect our
business.
Our intellectual property rights and proprietary
rights may not adequately protect our products.
Our commercial success will depend substantially on
the ability to obtain patents and other intellectual property rights and maintain adequate legal protection for products in the United
States and other countries. We will be able to protect our intellectual property from unauthorized use by third parties only to the extent
that these assets are covered by valid and enforceable patents, trademarks, copyrights or other intellectual property rights, or are effectively
maintained as trade secrets. As of the date of this filing, we own 29 granted United States and foreign patents and 13 pending United
States and foreign patent applications. The U.S. patents and patent applications include claims to, among other things, a drone, a printed
circuit board, and HMD technology. We apply for patents covering our products, services, technologies, and designs, as we deem appropriate.
We may fail to apply for patents on important products, services, technologies or designs in a timely fashion, or at all. We do not know
whether any of our patent applications will result in the issuance of any patents. Even if patents are issued, they may not be sufficient
to protect our products, services, technologies, or designs. Our existing and future patents may not be sufficiently broad to prevent
others from developing competing products, services technologies, or designs. Intellectual property protection and patent rights outside
of the United States are even less predictable. As a result, the validity and enforceability of patents cannot be predicted with certainty.
Moreover, we cannot be certain whether:
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we were the first to conceive, reduce to practice, invent, or file the inventions covered by each of our issued patents and pending patent applications; |
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others will independently develop similar or alternative products, technologies, services or designs or duplicate any of our products, technologies, services or designs; |
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any patents issued to us will provide us with any competitive advantages, or will be challenged by third parties; |
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we will develop additional proprietary products, services, technologies or designs that are patentable; or |
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the patents of others will have an adverse effect on our business. |
The patents we own or license and those that may be
issued to us in the future may be challenged, invalidated, rendered unenforceable or circumvented, and the rights granted under any issued
patents may not provide us with proprietary protection or competitive advantages. Moreover, third parties could practice our inventions
in territories where we do not have patent protection or in territories where they could obtain a compulsory license to our technology
where patented. Such third parties may then try to import products made using our inventions into the United States or other territories.
We cannot ensure that any of our pending patent applications will result in issued patents, or even if issued, predict the breadth, validity
and enforceability of the claims upheld in our and other companies’ patents.
Unauthorized parties may attempt to copy or otherwise
use aspects of our processes and products that we regard as proprietary. Policing unauthorized use of our proprietary information and
technology is difficult and can be costly, and our efforts to do so may not prevent misappropriation of our technologies. We may become
engaged in litigation to protect or enforce our patent and other intellectual property rights or in International Trade Commission proceedings
to abate the importation of goods that would compete unfairly with our products and, if unsuccessful, these actions could result in the
loss of patent or other intellectual property rights protection for the key technologies on which our business strategy depends.
We rely in part on unpatented proprietary technology,
and others may independently develop the same or similar technology or otherwise obtain access to our unpatented technology. We require
employees, contractors, consultants, financial advisors, suppliers, and strategic partners to enter into confidentiality and intellectual
property assignment agreements (as appropriate), but these agreements may not provide sufficient protection for our trade secrets, know-how
or other proprietary information.
The laws of certain countries do not protect intellectual
property and proprietary rights to the same extent as the laws of the United States and, therefore, in certain jurisdictions, we may be
unable to protect our products, services, technologies and designs adequately against unauthorized third-party copying, infringement or
use, which could adversely affect our competitive position. We may initiate proceedings or litigation against third parties. To protect
or enforce our intellectual property rights such proceedings or litigation may be necessary to protect our trade secrets or know-how,
products, technologies, designs, brands, reputation, likeness, authorship works or other intellectual property rights. Such proceedings
or litigation also may be necessary to determine the enforceability, scope and validity of the proprietary rights of others. Any proceedings
or lawsuits that we initiate could be expensive, take significant time and divert management’s attention from other business concerns.
Additionally, we may provoke third parties to assert claims against us which could invalidate or narrow the scope of our own intellectual
property rights. We may not prevail in any proceedings or lawsuits that we initiate, and the damages or other remedies awarded, if any,
may be commercially valuable. The occurrence of any of these events may adversely affect our business, financial condition and operating
results.
We have registered and applied to register certain
of our trademarks in several jurisdictions worldwide. In some jurisdictions where we have applied to register our trademarks, other applications
or registrations exist for the same, similar, or otherwise related products or services. If we are not successful in arguing that there
is no likelihood of confusion between our marks and the marks that are the subject of the other applications or registrations owned by
third parties, our applications may be denied, preventing us from obtaining trademark registrations and adequate protection for our marks
in the relevant jurisdictions, which could impact our ability to build our brand identity and market our products and services in those
jurisdictions. Whether or not our application is denied, third parties may claim that our trademarks infringe their rights. As a result,
we could be forced to pay significant settlement costs or cease the use of these trademarks and associated elements of our brand in the
United States or other jurisdictions.
Even in those jurisdictions where we are able to register
our trademarks, competitors may adopt or apply to register similar trademarks to ours, may register domain names that mimic ours or incorporate
our trademarks, or may purchase keywords that are identical or confusingly similar to our brand names as terms in Internet search engine
advertising programs, which could impede our ability to build our brand identity and lead to confusion among potential customers of our
products and services. If we are not successful in proving that we have prior rights in our marks and arguing that there is a likelihood
of confusion between our marks and the marks of these third parties, our inability to prevent these third parties from using similar marks
may negatively impact the strength, value and effectiveness of our brand names and our ability to market our products and prevent consumer
confusion.
Our operations may be adversely affected if
we lose our rights under our third-party technology licenses.
Our business depends in part on technology rights
and software licensed from third parties. We could lose our exclusivity or other rights to use the technology if we fail to comply with
the terms and performance requirements of the licenses. In addition, certain licensors may terminate a license upon our breach and have
the right to consent to sublicense arrangements. If we were to lose our rights under any of these licenses, or if we were unable to obtain
required consents to future sublicenses, we could lose a competitive advantage in the market, and may even lose the ability to commercialize
certain products or technologies. Either of these results could substantially decrease our revenues.
Our business depends in part on access to third-party
platforms or technologies, and if the access is withdrawn, denied, or is not available, or if the platforms or technologies change without
notice, then our business and operating results could be adversely affected.
With the growth of mobile devices and personal voice
assistants, cloud services and artificial intelligence (“AI”), the number of supporting platforms has grown, and with it the
complexity and increased need for us to have business and contractual relationships with the platform owners in order to produce products
compatible with these platforms and enable access to and use of these platforms with our products. Our product strategy includes current
and future products designed for use with third-party platforms or software, such as iPhone, Android phones, Google Assistant and Amazon
Alexa, as well as gaming platforms. Our business in these categories relies on our access to the platforms of third parties, some of whom
are our competitors. Platform owners that are competitors may limit or decline access to their platforms, and in any case have a competitive
advantage in designing products for their own platforms and may produce products that work better, or are perceived to work better, than
our products in connection with those platforms. As we expand the number of platforms and software applications with which our products
are compatible, we may not be successful in launching products for those platforms or software applications and/or we may not be successful
in establishing strong relationships with the new platform or software owners, which could negatively impact our ability to develop and
produce high-quality products on a timely basis for those platforms and software applications. We may otherwise fail to navigate various
new relationships which could adversely affect our relationships with existing platform or software owners.
Our access to third-party platforms may also require
paying a royalty or licensing fee which lowers our product margins or may otherwise be on terms that are not acceptable to us. In addition,
the third-party platforms or technologies used to interact with our product portfolio can be delayed in production or can change without
prior notice to us which can result in our having excess inventory, lower margins, or customer support issues.
If our customers are not satisfied with our
technical support, firmware or software updates, they may choose not to purchase our products which would adversely impact business and
operating results.
Our business relies on our customers’ satisfaction
with the technical support, firmware, software and security updates we provide to support our products. If we fail to provide technical
support services and necessary updates that are responsive, satisfy our customers’ expectations and resolve issues that they encounter
with our products, customers may choose not to purchase additional products and we may face brand and reputational harm which could adversely
affect our operating results.
Our use of open-source software could negatively
affect our ability to sell our products and could subject us to possible litigation.
We incorporate open-source software into our products.
Open-source software is generally licensed by its authors or other third parties under open-source licenses. Some of these licenses contain
requirements that we make available source code for modifications or derivative works we create based upon the open-source software, and
that we license such modifications or derivative works under the terms of a particular open-source license or other license granting third
parties certain rights of further use. Additionally, if a third-party software provider has incorporated open-source software into software
that we license from such provider, we could be required to disclose any of our source code that incorporates or is a modification of
our licensed software. If an author or other third-party that distributes open-source software that we use or license were to allege that
we had not complied with the conditions of the applicable license, we could incur significant legal expenses defending against those allegations
and could be subject to significant damages, enjoined from offering or selling our products that contained the open-source software and
be required to comply with the foregoing conditions. Any of the foregoing could disrupt and harm our business and financial condition.
Our operating results may be adversely impacted
by worldwide political, economic and public health uncertainties and specific conditions in the markets we address.
A deterioration in global economic, financial, and/or
public health conditions, including global pandemics, economic recessions and political turmoil could materially adversely affect (i)
our ability to raise, or the terms of needed capital; (ii) demand for our current and future products; and (iii) the supply of components
for our products. We cannot predict the timing, strength, or duration of any economic slowdown or subsequent economic recovery, worldwide,
or in the drone industry.
Our results of operations may suffer if we are
not able to successfully manage our exposure to foreign exchange rate risks.
A substantial majority of our sales and cost of components
are denominated in U.S. dollars. As our business grows, more of our sales and production costs may be denominated in other currencies.
Where such sales or production costs are denominated in other currencies, they are converted to U.S. dollars for the purpose of calculating
any sales or costs to us. Our sales may decrease as a result of any appreciation of the U.S. dollar against these other currencies.
Most of our current expenditures are incurred
in U.S. dollars and many of our components come from countries that currently base their currency against the U.S. dollar. If the exchange
rates change adversely or are allowed to increase, then additional U.S. dollars will be required to fund our purchases of these components.
Although we do not currently enter into currency option
contracts or engage in other hedging activities, we may do so in the future. There is no assurance that we will undertake any such hedging
activities or that, if we do so, they will be successful in reducing the risks associated with our exposure to foreign currency fluctuations.
Our international operations, including the
use of foreign contract manufacturers, subjects us to international operational, financial, legal, political and public health risks which
could harm our operating results.
A substantial part of our operations, including manufacturing
of certain components used in our products, are outside of the United States and many of our customers and suppliers have some or all
of their operations in countries other than the United States. Risks associated with our doing business outside of the United States include:
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compliance burdens and costs with a wide variety of foreign laws and regulations, particularly labor, environmental and other laws and regulations that govern our operations in those countries; |
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legal uncertainties regarding foreign taxes, tariffs, border taxes, quotas, and export controls, |
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export licenses, import controls and other trade barriers; |
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economic instability and high levels of inflation in the countries where our suppliers are located and |
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customers, particularly in the Asia-Pacific region, causing delays or reductions in orders for their products and therefore our sales; |
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political or public health instability, including global pandemics, in the countries in which our suppliers operate; |
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changes or volatility in currency exchange rates; |
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difficulties in collecting accounts receivable and longer accounts receivable payment cycles; and |
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Any of these factors could harm our own, our suppliers’ and our customers’ international operations and businesses and impair our and/or their ability to continue expanding into international markets. |
We could be adversely affected by violations
of the U.S. Foreign Corrupt Practices Act or similar anti-bribery laws in other jurisdictions in which we operate.
The global nature of our business creates various
domestic and local regulatory challenges and subject us to risks associated with our international operations. We operate in areas of
the world that experience corruption by government officials to some degree and, in certain circumstances, compliance with anti-bribery
and anticorruption laws may conflict with local customs and practices. Our global operations require us to import and export to and from
several countries, which geographically expands our compliance obligations. In addition, changes in such laws could result in increased
regulatory requirements and compliance costs which could adversely affect our business, financial condition, and results of operations.
The U.S. Foreign Corrupt Practices Act (FCPA) and
similar anti-bribery and anticorruption laws in other jurisdictions generally prohibit U.S.-based companies and their intermediaries from
making improper payments to non-U.S. officials for the purpose of obtaining or retaining business, directing business to another, or securing
an advantage. In addition, U.S. public companies are required to maintain records that accurately and fairly represent their transactions
and have an adequate system of internal accounting controls. Under the FCPA, U.S. companies may be held liable for the corrupt actions
taken by directors, officers, employees, agents, or other strategic or local partners or representatives. As such, if we or our intermediaries
fail to comply with the requirements of the FCPA or similar legislation, governmental authorities in the United States and elsewhere could
seek to impose substantial civil and/or criminal fines and penalties which could have a material adverse effect on our business, reputation,
operating results and financial condition.
We are subject to governmental export and import
controls, and economic sanctions laws that could subject us to liability and impair our ability to compete in international markets.
The U.S. and various foreign governments have imposed
controls, export license requirements and restrictions on the import or export of some technologies. Our products are subject to U.S.
export controls, including the Commerce Department’s Export Administration Regulations and various economic and trade sanction regulations
established by the Treasury Department’s Office of Foreign Assets Controls. Exports of our products must be made in compliance with
these laws. Furthermore, U.S. export control laws and economic sanctions prohibit the provision of products and services to countries,
governments, and persons targeted by U.S. sanctions. Even though we take precautions to prevent our products from being provided to targets
of U.S. sanctions, our products could be provided to those targets or provided by our customers despite such precautions. Any such provision
could have negative consequences, including government investigations, penalties, and reputational harm. Our failure to obtain required
import or export approval for our products could harm our international and domestic sales and adversely affect our revenue.
If significant tariffs or other restrictions
are placed and maintained on Chinese imports or any related counter-measures are taken by China, our revenue and results of operations
may be adversely impacted.
If significant tariffs or other restrictions are placed
on Chinese imports or any related counter-measures are taken by China, our revenue and results of operations may be adversely impacted.
In 2018, the Trump Administration introduced a list of thousands of categories of goods that began facing tariffs of which may be increased
in the future. These tariffs currently affect some of our products and we may be required to raise our prices on those products due to
the tariffs, which may result in a loss of customers and harm our operating performance. If the existing tariffs are expanded or interpreted
by a court or governmental agency to apply to any of our other products, we may be required to raise our prices on those products, which
may further result in a loss of customers and harm our operating performance. It is possible further tariffs will be imposed on imports
of our products, or that our business will be impacted by retaliatory trade measures taken by China or other countries in response to
existing or future tariffs, causing us to raise prices or make changes to our operations, any of which could materially harm our revenue
or operating results.
Changes in trade policy in the United States
and other countries may have adverse impacts on our business, results of operations and financial condition.
The U.S. government has indicated its intent to alter
its approach to international trade policy through the renegotiation, and potential termination, of certain trade agreements and treaties
with China, countries in EMEA and other countries. These changes could include the imposition of tariffs on a wide range of products.
Policy changes in the United States or other countries, such as the tariffs already proposed, implemented, and threatened, present risks
for us. Tariffs already announced and implemented are having an adverse effect on certain of our products, tariffs announced but not yet
implemented may have an adverse effect on many of our products, and threatened tariffs could adversely affect more or all of our products.
There are also risks associated with retaliatory tariffs and resulting trade wars. We cannot predict future trade policy, the terms of
any renegotiated trade agreements or treaties, or tariffs and their impact on our business. A trade war could have a significant adverse
effect on world trade and the world economy. To the extent that trade tariffs and other restrictions imposed by the United States or other
countries increase the price of, or limit the amount of, our products or components or materials used in our products imported into the
United States or other countries, or create adverse tax consequences, the sales, cost or gross margin of our products may be adversely
affected and the demand from our customers for products and services may be diminished. Uncertainty surrounding international trade policy
and disputes and protectionist measures could also have an adverse effect on consumer confidence and spending. If we deem it necessary
to alter all or a portion of our activities or operations in response to such policies, agreements or tariffs, our capital and operating
costs may increase. Our ongoing efforts to address these risks may not be effective and may have long-term adverse effects on our operations
and operating results that we may not be able to reverse. Such efforts may also take time to implement or to have an effect, and may result
in adverse quarterly financial results or fluctuations in our quarterly financial results. As a result, changes in international trade
policy, changes in trade agreements and tariffs could adversely affect our business, results of operations and financial condition.
Any significant disruption to ecommerce business
could result in lost sales.
Our sales through ecommerce channels have been growing.
Sales through rotorriot.com, and fatshark.com and our related web stores generally have higher profit margins than sales through resellers,
and distributors. Online sales are subject to a number of risks. System interruptions or delays could cause potential customers to fail
to purchase our products and could harm our brand. The operation of our direct-to-consumer ecommerce business depends on our ability to
maintain the efficient and uninterrupted operation of online order-taking and fulfillment operations. Our ecommerce operations subject
us to certain risks that could have an adverse effect on our operating results, including risks related to the computer systems that operate
our website and related support systems, such as system failures, viruses, denial of services attacks, computer hackers and similar disruptions.
If we are unable to continually add software and hardware, effectively upgrade our systems and network infrastructure and take other steps
to improve the efficiency of our systems, then system interruptions or delays could occur that would adversely affect our operating results.
We utilize third-party vendors for our customer-facing
ecommerce technology, portions of our order management system and fulfillment internationally. We depend on our technology vendors to
manage “up-time” of the front-end ecommerce store, manage the intake of our orders, and export orders for fulfillment. Any
failure on the part of our third-party ecommerce vendors or in our ability to transition third-party services effectively could result
in lost sales and harm our business.
We may collect, store, process and use the personally
identifiable information and other data, which subjects us to governmental regulation and other legal obligations related to privacy,
information security and data protection. Any cybersecurity breaches or our actual or perceived failure to comply with such legal obligations
by us, or by our third-party service providers or partners, could harm our business.
We may collect, store, process and use the personally
identifiable information of our customers and other data in our transactions with them. We also rely on third parties that are not directly
under our control to do so as well. While we take reasonable measures to protect the security, integrity and confidentiality of the personal
information and other sensitive information we collect, store or transmit, we cannot guarantee that inadvertent or unauthorized use or
disclosure will not occur, or that third parties will not gain unauthorized access to this information. While our privacy policies currently
prohibit such activities, our third-party service providers or partners may engage in such activity without our knowledge or consent.
If we or our third- party service providers were to experience a breach, disruption or failure of systems compromising our customers’
data, or if one of our third-party service providers or partners were to access our customers’ personal data without our authorization,
our brand and reputation could be adversely affected, use of our products could decrease, and we could be exposed to a risk of loss, litigation
and regulatory proceedings.
Regulatory scrutiny of privacy, data collection, use
of data and data protection is intensifying globally, and the personal information and other data we collect, store, process and use is
increasingly subject to legislation and regulations in numerous jurisdictions around the world, especially in Europe. These laws often
develop in ways we cannot predict and may materially increase our cost of doing business, particularly as we expand the nature and types
of products we offer.
Data protection legislation is becoming increasingly
common in the United States at both the federal and state level. For example, in June 2018, the State of California enacted the California
Consumer Privacy Act of 2018 (the "CCPA"), which went into effect on January 1, 2020. The CCPA requires companies that process
information on California residents to make new disclosures to consumers about their data collection, use and sharing practices, allows
consumers to opt out of certain data sharing with third parties and provides a new cause of action for data breaches. Additionally, the
Federal Trade Commission and many state attorneys general are interpreting federal and state consumer protection laws to impose standards
for the online collection, use, dissemination and security of data. The burdens imposed by the CCPA and other similar laws that may be
enacted at the federal and state level may require us to modify our data processing practices and policies and/or to incur substantial
expenditures in order to comply.
Cybersecurity risks could adversely affect our
business and disrupt our operations.
The threats to network and data security are increasingly
diverse and sophisticated. Despite our efforts and processes to prevent breaches, our devices, as well as our servers, computer systems,
and those of third parties that we use in our operations are vulnerable to cybersecurity risks, including cyber-attacks such as viruses
and worms, phishing attacks, denial-of-service attacks, physical or electronic break-ins, employee theft or misuse, and similar disruptions
from unauthorized tampering with our servers and computer systems or those of third parties that we use in our operations, which could
lead to interruptions, delays, loss of critical data, unauthorized access to user data, and loss of consumer confidence. In addition,
we may be the target of email scams that attempt to acquire personal information or company assets. Despite our efforts to create security
barriers to such threats, we may not be able to entirely mitigate these risks. Any cyber-attack that attempts to obtain our or our users’
data and assets, disrupt our service, or otherwise access our systems, or those of third parties we use, if successful, could adversely
affect our business, operating results, and financial condition, be expensive to remedy, and damage our reputation. In addition, any such
breaches may result in negative publicity, adversely affect our brand, decrease demand for our products and services, and adversely affect
our operating results and financial condition.
We could lose the services of key management
personnel of the companies that we have acquired which could adversely impact our ability to operate and execute our subsidiaries effectively.
In recent years, we have completed four acquisitions
which have resulted in a significant expansion in the number of key management personnel and our reliance on them. Allan Evans,
the former President of Fat Shark is now Chief Operating Officer of Red Cat Holdings. George Matus has remained as President of
Teal Drones. Drew Camden has remained as President of Rotor Riot, LLC. Giuseppe Santangelo has remained as President of Skypersonic.
Each of these individuals were critical to the founding and growth of their companies prior to their being acquired by Red Cat Holdings.
They have specific knowledge and insight regarding the operations of their respective companies, and the loss of any of them could adversely
affect the efficiency of the operations of the related subsidiary. Our efforts to do so are likely to result in difficulties in
effectively growing their businesses and higher operating costs which would adversely impact our operating results.
We must recruit and retain highly trained and
experienced employees, especially engineers, in order to succeed in our business.
We will need to hire and retain highly skilled technical
personnel as employees and as independent contractors in order to develop our products and grow our business. The competition for highly
skilled technical, managerial, and other personnel can be intense. Our recruiting and retention success is substantially dependent upon
our ability to offer competitive salaries and benefits to our employees. We must compete with companies that possess greater financial
and other resources than we do and that may be more attractive to potential employees and contractors. To be competitive, we may have
to increase the compensation, bonuses, stock options and other fringe benefits we offer to employees in order to attract and retain such
personnel. The costs of retaining or attracting new personnel may have a material adverse effect on our business and operating results.
If we fail to attract and retain the technical and managerial personnel required to be successful, our business, operating results and
financial condition could be materially adversely affected.
Acquisitions could
divert the attention of key personnel, be difficult to integrate, dilute our existing shareholders and adversely impact our financial
results.
Since January 2020, we have completed four acquisitions
which have significantly increased the scope of our operations and our employee headcount. Acquisitions include a wide range of risks,
any of which could hurt our business, including the following:
* difficulties in integrating the operations of
a newly acquired company including existing products and contracts, differences in corporate culture, operating systems and other integration
issues;
* challenges supporting and transitioning the
customers of acquired companies and the loss of any acquired customers will adversely impact our revenues and operating results;
* assumption of known and unknown operating problems
and our potential inability to address them in a timely and efficient manner;
* risks of entering new geographic markets where
we have no prior experience and are required to gain an understanding of the legal, regulatory, labor and business laws of these new markets;
In addition, there are many financial risks associated
with the cost of acquisitions. If we finance the cost of an acquisition using common stock, then our existing shareholders will
be diluted and our stock price could decrease. If we finance the cost of an acquisition using debt, such financing could include
restrictive covenants that restrict our operating and financial flexibility. If the stock market perceives that we overpaid for
the acquisition, then our stock price could decrease.
Our failure to effectively manage growth could
harm our business.
We intend to expand the number and types of products
we sell. We will need to replace and regularly introduce on a timely basis new products and technologies, enhance existing products, and
effectively stimulate customer demand for new products and upgraded or enhanced versions of our existing products.
The replacement and expansion of our products places
a significant strain on our management, operations and engineering resources. Specifically, the areas that are strained most by these
activities include the following:
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New Product Launches: With the changes in and growth of our product portfolio, we will experience increased complexity in coordinating product development, manufacturing, and shipping. As this complexity increases, it places a strain on our ability to accurately coordinate the commercial launch of our products with adequate supply to meet anticipated customer demand and effectively market to stimulate demand and market acceptance. We have experienced delays in the past. If we are unable to scale and improve our product launch coordination, we could frustrate our customers and lose possible retail shelf space and product sales; |
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Existing Products Impacted by New Introductions: The introduction of new products or product enhancements may shorten the life cycle of our existing products, or replace sales of some of our current products, thereby offsetting the benefit of a successful product introduction and may cause customers to defer purchasing our existing products in anticipation of the new products and potentially lead to challenges in managing inventory of existing products. We may also provide price protection to some of our retailers as a result of new product introductions and reduce the prices of existing products. If we fail to effectively manage new product introductions, our revenue and profitability may be harmed; and |
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Forecasting, Planning and Supply Chain Logistics: With the changes in and growth of our product portfolio, we will experience increased complexity in forecasting customer demand, in planning for production, and in transportation and logistics management. If we are unable to scale and improve our forecasting, planning, production, and logistics management, we could frustrate our customers, lose product sales or accumulate excess inventory. |
Our facilities and information systems and those
of our key suppliers could be damaged as a result of disasters or unpredictable events, which could have an adverse effect on our business
operations.
We presently have facilities in Puerto Rico, Italy,
and in multiple locations in the United States. We also rely on third-party manufacturing plants in the US and Asia and third-party logistics,
sales and marketing facilities elsewhere in other parts of the world to provide key components for our products and services. If major
disasters such as earthquakes, hurricanes, tropical storms pandemics, fires, floods, wars, terrorist attacks, computer viruses, transportation
disasters or other events occur in any of these locations, or the effect of climate change on any of these factors or our locations,
or our information systems or communications network or those of any of our key component suppliers breaks down or operates improperly
as a result of such events, our facilities or those of our key suppliers may be seriously damaged, and we may have to stop or delay production
and shipment of our products. We may also incur expenses relating to such damages. If production or shipment of our products or components
is stopped or delayed or if we incur any increased expenses as a result of damage to our facilities, our business, operating results
and financial condition could be materially adversely affected.
We rely on third-party suppliers, some of which
are sole-source suppliers, to provide components for our products which may lead to supply shortages, long lead times for components,
and supply changes, any of which could disrupt our supply chain, increase our costs, and adversely impact our operating results
Our ability to meet customer demand depends, in part,
on our ability to obtain timely and adequate delivery of components for our products. All of the components that go into our products
are sourced from third-party suppliers. Some of the key components used to manufacture our products come from a limited or single source
of supply, or by a supplier that could potentially become a competitor. Our contract manufacturers generally purchase these components
on our behalf from approved suppliers. We are subject to the risk of shortages and long lead times in the supply of these components and
the risk that our suppliers discontinue or modify components used in our products. In addition, the lead times associated with certain
components are lengthy and preclude rapid changes in quantities and delivery schedules. We have experienced component shortages, and the
availability of these components may be unpredictable in the future.
If we lose access to or experience a significant disruption
in the supply of products and components from a supplier, we may be unable to locate alternative suppliers of comparable quality at an
acceptable price, or at all, and our business could be materially and adversely affected. In addition, if we experience a significant
increase in demand for our products, our suppliers might not have the capacity or elect not to meet our needs as they allocate components
to other customers. Developing suitable alternate sources of supply for these components may be time-consuming, difficult and costly,
and we may not be able to source these components on terms that are acceptable to us, or at all, which may adversely affect our ability
to fulfill our orders in a timely or cost-effective manner. Identifying a suitable supplier is an involved process that requires us to
become satisfied with the supplier’s quality control, responsiveness and service, financial stability, labor and other ethical practices.
If we seek to source materials from new suppliers, there can be no assurance that we could do so in a manner that does not disrupt the
manufacture and sale of our products.
Our reliance on single source, or a small number of
suppliers involves a number of additional risks, including risks related to supplier capacity constraints, price increases, timely delivery,
component quality, failure of a key supplier to remain in business and adjust to market conditions, and natural disasters, fire, acts
of terrorism or other catastrophic events, including global pandemics.
Several steps of our manufacturing processes
are dependent upon certain critical machines and tools which could result in delivery interruptions and foregone revenues.
We currently have little equipment redundancy in manufacturing
locales. If we experience any significant disruption in manufacturing or a serious failure of a critical piece of equipment, we may be
unable to supply products to our customers in a timely manner. Interruptions in our manufacturing could be caused by equipment problems,
the introduction of new equipment into the manufacturing process or delays in the delivery of new manufacturing equipment. Lead-time for
delivery, installation, testing, repair and maintenance of manufacturing equipment can be extensive. We have experienced production interruptions
in the past and no assurance can be given that we will not lose potential sales or be able to meet production orders due to future production
interruptions in our manufacturing lines.
Our products are subject to lengthy development
cycles.
Our products are subject to lengthy product development
cycles. The time elapsed between initial sampling of our products, the custom design of our products to meet specific product requirements,
and the ultimate incorporation of our products into salable products is significant, often with a duration of between one to two years.
If our products fail to meet our customers’ cost, performance, or technical requirements or if unexpected technical challenges arise
in the integration of our products into enterprise or consumer markets, then our operating results could be significantly and adversely
affected. Long delays in achieving customer qualification and incorporation of our products also could adversely affect our business.
Many HMD companies including Fat Shark are introducing digital HMDs which could create shortages of components and provide an opportunity
for companies with significantly greater resources than us to accelerate migration to digital products in a manner or timeline which we
cannot meet, which could cause us to lose market share and harm our business and prospects. These same risks exist in our Enterprise sector
where our competitors include some of the largest defense companies in the world.
We depend on third parties to provide integrated
circuit chip sets and other critical components for use in our products.
We do not manufacture the integrated circuit chip
sets, optics, micro-displays, backlights, projection engines, printed circuit boards or other electronic components which are used in
our products. Instead, we purchase them from third-party suppliers or rely on third-party independent contractors for these integrated
circuit chip sets and other critical components, some of which are customized, or custom made for us. We also may use third parties to
assemble all or portions of our products. Some of these third-party contractors and suppliers are small companies with limited financial
resources. If any of these third-party contractors or suppliers were unable or unwilling to supply these components, our sales and operating
results would be adversely impacted. As the availability of components decreases, the cost of acquiring those components ordinarily increases.
High growth product categories such as the consumer electronics and mobile phone markets have experienced chronic shortages of components
during periods of exceptionally high demand. If we do not properly anticipate the need for or procure critical components, we may pay
higher prices for those components, our gross margins may decrease and we may be unable to meet the demands of our customers and end-users,
which could reduce our competitiveness, cause a decline in our market share and have a material adverse effect on our results of operations.
| B. | Risks Related to Our Enterprise Segment |
U.S. government contracts are generally not fully funded at
inception and may include provisions that are not favorable to us which could adversely impact our cash flows and results of operations
US government contracts often have long lead times
for design and development, and can be subject to significant changes in delivery timelines. Congress normally appropriates funds
on its fiscal year basis, and it may not fully fund a program in the same fiscal year. Depending upon the results of political
elections, the actions of Congress can change from one fiscal year to the next. As a result, we may be required to expend funds
to fulfill existing orders, but subsequently have the delivery timeline extended or the order cancelled. Such results would have
an adverse impact on our financial position and results of operations.
A decline in U.S. government budgets, changes in spending priorities,
or delays in contract awards could adversely affect the revenues of our Teal subsidiary.
We presently expect that much of our future revenue growth will be
generated by our wholly owned subsidiary, Teal Drones, and that their primary customer is likely to be the U.S. government and its agencies.
As a result, our business may be adversely impacted due to changes in the political environment, including those related to changes in
the leadership of the current and or future administrations. We cannot provide assurance that the current levels of congressional funding,
for defense in general, and for drones specifically, will continue at their current levels or decrease in the future. If annual budget
appropriations are not enacted on a timely basis, we could encounter government shutdowns which could adversely impact any existing programs
including the timely payment of prior shipments, as well as the receipt of future orders.
Our work for the U.S. government could
expose us to security risks.
We expect that an increasing
percentage of our revenues will come from the U.S. government and its agencies. This may expose us to numerous security threats, including
cyber security attacks on our information technology infrastructure as well as threats to the physical safety of our facilities and our
employees. We utilize numerous controls and procedures to monitor and prevent these threats, however, we can provide no assurance that
they will be effective. Any improper use of our data, information technology systems or facilities could adversely impact our operations
and operating results.
We expect to incur substantial research and development costs
and devote significant resources to identifying and commercializing new products and services which could significantly reduce our profitability
and may never result in revenue to us.
Our future growth depends on expanding into new
markets, adapting existing products to new applications, and introducing new products and services that achieve market acceptance. We
plan to incur substantial research and development costs as part of these efforts. We spent $2.6 million, or 41% of our revenue, in our
fiscal year ended April 30, 2022, on internal research and development activities. We believe that there are significant investment opportunities
in a number of business areas. Because we account for internal research and development as an operating expense, these expenditures will
adversely affect our earnings in the future. Further, our research and development programs may not produce successful results, and our
new products and services may not achieve market acceptance, create additional revenue or become profitable, which could materially harm
our business, prospects, financial results and liquidity.
| C. | Risks Related to Our Consumer Business |
Our Consumer Segment operates in a highly
competitive market and the size, resources, and brand name of its competitors may allow them to compete more effectively than our businesses
can which could result in a loss of market share and a decrease in revenues.
The market for drones and head-worn display devices,
including FPV HMDs, is highly competitive. Further, we expect competition to intensify in the future as existing competitors introduce
new and more competitive offerings alongside their existing products, and as new market entrants introduce new products into our markets.
We compete against established, well-known diversified consumer electronics manufacturers such as Samsung, Sony, LG Electronics (LGE),
HTC, Lenovo, and large software and other products companies such as Alphabet Inc. (Google), Microsoft, Facebook and Snap. In the FPV
drone market, we compete with established, well-known manufacturers such as Epson, Yuneec, Boscam, Eachine, Walkera, SkyZone, MicroLED
and DJI. Many of our current competitors have substantial market share, diversified product lines, well-established supply and distribution
systems, strong worldwide brand recognition and greater financial, marketing, research, development and other resources than us. In addition,
many of our existing and potential competitors enjoy substantial competitive advantages, such as:
longer operating histories;
the capacity to leverage their
sales efforts and marketing expenditures across a broader portfolio of products;
broader distribution and established
relationships with channel partners;
access to larger, established
customer bases and known branding;
greater resources to fund research
and development and to make acquisitions;
larger intellectual property
portfolios; and
the ability to bundle competitive
offerings with other products and services.
Smartphones, tablets, and new wearable devices with
larger video display screens and computing power have significantly improved the mobile personal computing experience. In the future,
the manufacturers of these devices, such as Apple Inc., Samsung, LGE, Lenovo, Google/Fitbit, Snap, Garmin, Facebook, Microsoft and others
may design or develop products similar to ours. In addition, new companies may emerge and offer competitive products. Increased competition
may result in pricing pressure and reduced profit margins and may impede our ability to increase the sales of our products. Any of these
factors could substantially harm our business and results of operations.
If our Consumer Segment fails to keep pace with
changing consumer preferences or technologies, then our business and results of operations may be materially adversely affected.
Rapidly changing customer requirements, evolving technologies
and industry standards characterize the consumer electronics, wearables, and display industries. To succeed in the consumer marketplace,
we seek to enhance existing products and develop and market new products that keep pace with continuing changes in industry standards,
requirements, and customer preferences.
Our success depends on our ability to develop new
products and to identify trends as well as to anticipate and react to changing customer demands in a timely manner. If we are unable to
introduce new products or novel technologies in a timely manner, or new products or technologies are not accepted by customers, then our
competitors may introduce more advanced and competitive products which could hurt our competitive position. Our new products might not
receive customer acceptance if customer preferences shift to other products, and our future success depends on our ability to anticipate
and respond to these changes. Failure to anticipate and respond in a timely manner to changing customer preferences could lead to, among
other things, lost business, lower revenue and excess inventory levels.
If we do not maintain and develop sales channels
for products, then our sales could decline, and our operating losses could increase.
We depend upon effective sales channels in reaching
the customers who purchase our drone and HMD products. We primarily sell products either from in-house sales teams directly to retail
outlets such as hobby shops or through websites and value-added resellers (“VARS”).
Distributors, third-party online resellers and VARs
generally offer products from several different manufacturers. Accordingly, these distributors, resellers and VARs may give higher priority
to selling other companies’ products. If we were to lose the services of a distributor, online reseller, or VAR, we might need to
find a replacement, and there can be no assurance of our ability to do so in a timely manner or on favorable terms. Further, resellers
and distributors may build inventories in anticipation of future sales, and if such sales do not occur as rapidly as they anticipate,
resellers and distributors will decrease the size of their future product orders. We are also subject to the risks of distributors, resellers
and VARs encountering financial difficulties which could impede their effectiveness and also expose us to financial risk. For example,
if they are unable to pay for the products they purchase or ongoing disruptions in business, for example from natural disasters or the
effects of COVID-19. Any reduction in sales by current distributors or VARs, loss of key distributors and VARs or decrease in revenue
from distributors and VARs could adversely affect our revenue, operating results, and financial condition.
create awareness of brands and products;
convert consumer awareness into actual
product purchases;
effectively manage marketing costs
(including creative and media) in order to maintain acceptable operating margins and return on marketing investment; and
successfully offer to sell products
or license technology to third-party companies for sale.
Planned marketing expenditures are unknown and may
not result in increased total sales or generate sufficient levels of product and brand name awareness. We may not be able to manage marketing
expenditures on a cost-effective basis.
If HMD’s and pilot gear do not gain greater
acceptance in the marketplace, the business strategy may fail.
The acquisition of Fat Shark was based upon the acceptance
of HMD wearables for FPV control of drones and the continuation of the attractiveness of that method for piloting drones. Fat Shark has
experienced declining revenues over the past several years and such trend may continue or accelerate. Advances in other technologies may
overcome their current market limitations and permit them to remain or become more attractive technologies for FPV applications, which
could limit the potential market for our products and cause our business strategy to fail. If end-users fail to accept HMDs in the numbers
we anticipate or as soon as we anticipate, the sales of our FPV products and our results of operations would be adversely affected, and
our business strategy may fail.
There are a number of competing providers of
micro-display-based personal display technology, including HMDs, and we may fail to capture a substantial portion of the FPV personal
wearable display market.
In addition to competing with other HMD manufacturers
and distributors for FPV displays, we also compete with micro-display-based personal display technologies that have been developed by
other companies. Numerous start-up companies have announced their intentions to offer HMD products and developer kits in the near future.
Further, industry blogs have speculated that companies such as Apple may offer HMDs soon.
Most of our competitors have greater financial, marketing,
distribution, and technical resources than we do. Moreover, our competitors may succeed in developing new micro-display-based personal
display technologies and products that are more affordable or have more desirable features than our technology. If our products are unable
to capture a reasonable portion of the HMD market, our business strategy may fail.
Our dependence on sales to VARs, resellers,
and distributors increases the risks of managing our supply chain and may result in excess inventory or inventory shortages.
The majority of our various reseller relationships
for our HMD products and their accessories could involve them taking inventory positions and reselling to multiple customers. Under some
typical distributor relationships, we would not recognize revenue until the distributors sell the product to their end user customers
and receive payment thereon; however, at this time we do not currently enter into these types of arrangements. Our distributor and VAR
relationships may reduce our ability to forecast sales and increase risks to our business. Since our distributors and VARs would act as
intermediaries between us and the end user customers or resellers, we would be required to rely on our distributors to accurately report
inventory levels and production forecasts. This may require us to manage a more complex supply chain and monitor the financial condition
and credit worthiness of our distributors and VARs and their major end user customers. Our failure to manage one or more of these risks
could result in excess inventory or shortages that could adversely impact our operating results and financial condition.
We do not control our contract manufacturers
or suppliers or require them to comply with a formal code of conduct, and actions that they might take could harm our reputation and sales.
We do not control our contract manufacturers or suppliers,
including their labor, environmental or other practices, or require them to comply with a formal code of conduct. Though we may seek to
conduct periodic visits to some of our contract manufacturers and suppliers, these visits are not frequent or thorough enough to detect
non-compliance with applicable laws and good industry practices. A violation of labor, environmental or other laws by our contract manufacturers
or suppliers, or a failure of these parties to follow ethical business practices, could lead to negative publicity and harm our reputation.
In addition, we may choose to seek alternative manufacturers or suppliers if these violations or failures were to occur. Identifying and
qualifying new manufacturers or suppliers can be time consuming and we might not be able to substitute suitable alternatives in a timely
manner or at an acceptable cost. Other consumer products companies have faced significant criticism for the actions of their manufacturers
and suppliers, and we could face such criticism ourselves. Any of these events could adversely affect our brand, harm our reputation,
reduce demand for our products and harm our ability to meet demand if we need to identify alternative manufacturers or suppliers.
Our principal manufacturer of HMDs is located
in China and is owned by a related party which could create conflicts of interest.
Fat Shark has historically made purchases and sales
of products and supplies for FPV and HMD products from and sold through three companies owned by the spouse of Greg French. Greg French
was the former owner of Fat Shark and is presently a consultant to the Company. These companies are Direct FPV Ltd. (China), Shenzhen
FatShark Co., Ltd (China) and Zeng Linghao (China). As a result, these business activities have and may, in the future, be subject to
influences and may provide such parties with conflicts of interest and business opportunities that may not be subject to reasonable assessment
and may not be available to Fat Shark or to the Company. These persons may also face a conflict in selecting between Fat Shark and their
other business interests. We have not formulated a policy for the resolution of such conflicts. These entities are not subject to restrictions
on competition with Fat Shark or the Company.
| D. | Risks Related to Our Common Stock |
Our management has voting control of the Company.
Jeffrey Thompson, our Chairman and Chief Executive
Officer, owns approximately 23% of our common stock and our current officers and directors currently own approximately 31% of our common
stock. In addition, the founder of Fat Shark owns approximately 7% of our issued and outstanding common stock. If they act together, they
will be able to influence the outcome of all corporate actions requiring approval of our shareholders, including the election of directors
and approval of significant corporate transactions which may result in corporate actions that other stockholders do not agree with. This
concentration of ownership may have the effect of delaying or preventing a change in control and may adversely affect the market price
of our common stock.
Our failure to maintain effective internal controls
over financial reporting could have an adverse impact on the Company.
We are required to establish and maintain appropriate
internal controls over financial reporting. Failure to establish and maintain those controls could adversely impact public disclosures
regarding our business, financial condition or results of operations. In addition, management’s assessment of internal controls
over financial reporting may identify weaknesses and conditions that need to be addressed which may raise concerns for investors. Any
actual or perceived weaknesses and conditions that need to be addressed in our internal control over financial reporting, disclosure of
management’s assessment of our internal controls, or disclosure of our public accounting firm’s attestation to our internal
controls over financial reporting may have an adverse impact on the price of our Common Stock.
We have never paid dividends and we do not expect
to pay dividends for the foreseeable future
We have reported net losses every year since inception.
We intend to retain future earnings, if any, to finance the growth and development of our business. If we ever become profitable, we do
not expect to pay cash dividends on shares of our common stock in the foreseeable future. The payment of future cash dividends, if any,
depend upon, among other things, conditions then existing including earnings, financial condition and capital requirements, restrictions
in financing agreements, business opportunities and other factors. As a result, capital appreciation, if any, of our common stock, will
be the sole source of gain for investors for the foreseeable future.
The listing of our securities on Nasdaq
subject us to additional regulations and compliance requirements.
We are required to maintain compliance with the continued
listing standards of Nasdaq. These include certain financial and liquidity criteria to maintain such listing. If we fail to meet any of
Nasdaq’s listing standards, our securities may be delisted. Nasdaq requires that the trading price of its listed stocks remain above
one dollar in order for the stock to remain listed. If a listed stock trades below one dollar for more than 30 consecutive trading days,
then it is subject to delisting from Nasdaq. In addition, we must satisfy minimum financial and other continued listing requirements and
standards, including those regarding director and committee independence requirements, minimum stockholders’ equity, and certain
corporate governance requirements. If we are unable to satisfy these requirements or standards, we could be subject to delisting which
would have a negative effect on the price of our common stock and would impair an investor’s ability to sell or purchase our common
stock. In the event of a delisting, we would expect to take actions to restore our compliance with the listing requirements, but we can
provide no assurance that any such action would allow our common stock to become listed again, stabilize the market price, improve the
liquidity of our common stock, or prevent future non-compliance with the listing requirements. A delisting of our securities from Nasdaq
may materially impair our stockholders’ ability to buy and sell our securities and could have an adverse effect on the market price
of, and the efficiency of the trading market for, our securities.
Our Board of Directors may authorize and issue
shares of new classes of stock that could adversely affect current holders of our common stock.
Our Board of Directors has the power to authorize
and issue shares of classes of stock, including preferred stock that have voting powers, designations, preferences, limitations and special
rights, including preferred distribution rights, conversion rights, redemption rights and liquidation rights without further shareholder
approval. These powers could adversely affect the rights of the holders of our common stock. In addition, our board could authorize the
issuance of a series of preferred stock that has greater voting power than our common stock or that is convertible into our common stock,
which could decrease the relative voting power of our common stock or result in dilution to our existing common stockholders.
Any of these actions could significantly adversely
affect the investment made by holders of our common stock. In addition, holders of our common stock could receive less proceeds in connection
with any future sale of the Company, in liquidation or on any other basis.
Our shares will be subordinate to all of our
debts and liabilities which increases the risk that investors could lose their entire investment.
Our shares of common stock are equity interests that
will be subordinate to all of our current and future indebtedness with respect to claims on our assets. In any liquidation, all of our
debts and liabilities must be paid before any payment is made to our shareholders.
The market price of our shares of common stock
is subject to fluctuation.
The market prices of our shares may fluctuate significantly
in response to a wide range of factors, many of which are beyond our control, including:
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The announcement of new products by our competitors |
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The release of new products by our competitors |
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Developments in our industry or target markets |
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General market conditions including factors unrelated to our operating performance |
Recently, the stock market, in general, has experienced
extreme price and volume fluctuations. Continued market fluctuations could result in extreme market volatility in the price of our shares
of common stock which could cause a decline in the value of our shares.
Future capital raises may dilute our existing
stockholders’ ownership and adversely impact the fair value of their investment.
If we raise additional capital by issuing equity
securities, our existing stockholders’ percentage ownership may decrease, and these stockholders may experience substantial dilution.
If we raise additional funds by issuing debt instruments, these debt instruments could impose significant restrictions on our operations
including liens on our assets. If we raise additional funds through collaborations and licensing arrangements, we may be required to
relinquish some rights to our technologies or products, or to grant licenses on terms that are not favorable to us or could diminish
the rights of our stockholders. Any of these developments could adversely impact our stock price.
Risks Related to Covid-19
The COVID-19 pandemic has adversely impacted,
and poses risks to, our business, results of operations and financial condition, the nature and extent of which are highly uncertain and
unpredictable.
The global spread of COVID-19 is having, and will
continue to have, an adverse impact on our operations, sales and delivery and supply chains. Many countries including the United
States have implemented measures such as quarantine, shelter-in-place, curfew, travel restrictions and similar isolation measures,
including government orders and other restrictions on the conduct of business operations. It remains uncertain what impact the pandemic
will have on our ability to generate sales and customer interest even once conditions begin to improve. The COVID-19 pandemic
has also impacted our supply chain as we have experienced disruptions or delays in shipments of certain materials or components of
our products. Prices of our supplies have also increased as a result of the pandemic. Accordingly, COVID-19 has negatively affected
our business. Given the rapid and evolving nature of the virus, it is uncertain how materially COVID-19 will affect our operations generally
if these impacts persist, worsen or re-emerge over an extended period of time.
Additionally, the COVID-19 pandemic caused
significant volatility and uncertainty in U.S. and international markets, which may result in a prolonged economic downturn. A disruption
of financial markets may reduce our ability to access capital and increase the cost of doing so. There are no assurances that the
credit markets or the capital markets will be available to us in the future or that financing will be available.
We cannot reasonably estimate the length or severity
of the COVID-19 pandemic or the related response, or the extent to which the disruption may continue to impact our business,
financial position, results of operations and cash flows. Ultimately, the COVID-19 pandemic could have a material adverse impact
on our business, financial position, results of operations and cash flows.