A Dark Vector Cognition product

Item 1A. Risk Factors

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Item 1A. Risk Factors

There have been no material changes to the Risk Factors disclosed in Item 1A of our Annual Report on Form 10-K for the fiscal year ended March 31, 2022. Because the Zynga Acquisition has now been consummated and Zynga’s business is expected to constitute a significant portion of our business, additional significant risks may apply to the combined business as detailed in the joint proxy statement/prospectus previously filed on April 7, 2022, and incorporated by reference herein (File No. 333-263511), including the risks relating to Zynga’s business as detailed in Exhibit 99.2 of the Form 8-K previously filed on April 6, 2022, and incorporated by reference herein.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

Share Repurchase Program—Our Board of Directors previously authorized the repurchase of up to 21.7 shares of our common stock. The authorizations permit us to purchase shares from time to time through a variety of methods, including in the open market or through privately negotiated transactions, in accordance with applicable securities laws. Repurchases are subject to the availability of stock, prevailing market conditions, the trading price of the stock, our financial performance and other conditions. The program may be suspended or discontinued at any time for any reason.

During the three months ended June 30, 2022, we did not repurchase any shares of our common stock in the open market, as part of the program. As of June 30, 2022, we had repurchased a total of 11.7 shares of our common stock under this program, and 10.0 shares of common stock remained available for repurchase under our share repurchase program. The table below details the share repurchases made by us during the three months ended June 30, 2022:

PeriodShares purchasedAverage price per shareTotal number of shares purchased as part of publicly announced plans or programsMaximum number of shares that may yet be purchased under the repurchase program
April 1-30, 2022—$——10.0
May 1-31, 2022—$——10.0
June 1-30, 2022—$——10.0

Settlement of Convertible Notes

See Note 9 - Debt for information relating to the settlement of the Convertible Notes pursuant to the terms of the applicable Indentures following the Zynga Acquisition, pursuant to which we issued 3.7 shares of common stock pursuant to an exemption available under Section 3(a)(9) of the Securities Act.

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