A Dark Vector Cognition product

Item 1A. Risk Factors

2K characters. Original on sec.gov · Markdown

Item 1A. Risk Factors

We are supplementing the risk factors described under “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended 30 September 2025 with the additional risk factor set forth below.

The sale of our common stock could cause volatility in and otherwise adversely impact the price of our common stock.

The sale of a substantial number of shares of our common stock in the public market, or transactions by our directors or affiliated entities thereof, executive officers and significant stockholders, or the perception that these transactions might occur, could result in volatility in or otherwise adversely impact the price of our common stock. In this regard, Mantle Ridge LP, of which one of the Company’s directors, Paul C. Hilal, is founder and chief executive officer, and certain of its affiliated entities (collectively, “Mantle Ridge”) hold approximately 4.1 million shares of our common stock, representing approximately 1.8% of our outstanding shares. In January 2026 Mantle Ridge informed us that, pursuant to limited partner liquidity rights, it may effect distributions to its limited partners, either in kind or in cash funded by share sales, with respect to a significant percentage of its shares as early as the first half of calendar year 2026 and that it expects all such distributions to be completed no later than early 2028. To the extent that these investors receive shares of our common stock, they would be able to sell those shares at their discretion. We are unable to predict the specific timing of these transactions.

Previous: Item 4. Controls and Procedures · Next: Item 5. Other Information