▸ If we fail to obtain the capital necessary to fund our operations, we will be unable to continue or complete our product development, and you will likely lose your entire investment.· · · · ● 1 ▸ Risks Related to Our Financial Position, Financial Reporting Matters and Need for Capital· · · · ● 1 ▸ group Risks Related to Our Information Technology and Cybersecurity· · · · ● 1 ▸ Risks Related to Our International Operations and Regulatory Compliance· · · · ● 1 ▸ group Risks Related to Our Operations and Manufacturing· · · · ● 1 ▸ We have generated no revenue from commercial sales to date, and our future profitability is uncertain.· · · · ● 1 ▸ We rely on access to third-party facilities, including ITRI, for prototyping and commercial process development, and the loss of access to such facilities could have a material adverse effect on our business.· · · · ● 1 ▸ Disruptions in global supply chains have impacted, and may in the future, impact, our business, results of operations and financial condition.· · · ● ● 2 ▸ Public health crises, such as pandemics, epidemics, or widespread outbreaks of infectious disease, have had, and could in the future have, an adverse effect on our business, financial condition and results of operations.· · · ● ● 2 ▸ We are subject to economic, political and other risks that could have a materially adverse effect on our business, financial condition and results of operations.· · · ● ● 2 ▸ Our current operations are concentrated, and in the event of an earthquake, terrorist attack or other disaster affecting these locations or those of our major suppliers, our operations may be interrupted, and our business may be harmed.· ● ● ● ● 4 rw ▸ If MicroLED technology is not widely adopted by display manufacturers, our business would be harmed.· · · ● · 1 ▸ If the market for MicroLED technology does not develop as we expect or develops more slowly than we expect, our business, prospects, financial condition and operating results will be harmed.· · · ● · 1 ▸ Cash dividends have never been declared or paid on our common stock, and we do not anticipate such a declaration or payment for the foreseeable future. Any future determination about the payment of dividends will be made at the· · ● · · 1 ▸ In the event we obtain securities or industry analyst coverage, if any of the analysts who cover us issue an adverse or misleading opinion regarding us, or if our operating results fail to meet the expectations of analysts, our stock price· · ● · · 1 ▸ The Series A-1 Preferred Stock contains certain terms and restrictions that may have a material adverse effect on our business, financial condition and results of operations.· · ● · · 1 ▸ The terms and restrictions summarized above may have a material adverse effect on our business, financial condition and results of operations.· · ● · · 1 ▸ The terms of the June 2023 PIPE contain restrictions on our operations and on our ability to raise additional capital that may have an adverse effect on us.· · ● · · 1 ▸ The terms of the June 2023 PIPE include a number of restrictions on our operations and on our ability to raise additional capital. The Purchase Agreement (as defined below), among other things, provides that, for a period ending· · ● · · 1 ▸ The transfer of our technology and manufacturing know-how to a third-party commercial manufacturer may result in unanticipated costs and delays that could have a material and adverse effect our business, financial condition and results of operations.· · ● ● · 2 ▸ We have recorded recurring losses from operations and will likely require additional capital to support our business and objectives.· · ● · · 1 ▸ The COVID-19 pandemic and a supply shortage experienced by the semiconductor industry disrupted normal business activity and similar events may have an adverse effect on our results of operations.· ● ● · · 2 rw ▸ We face political and other risks conducting business in Taiwan, particularly due to its tense relationships with China.· ● ● · · 2 ▸ Geopolitical risks associated with Russia’s recent invasion of Ukraine could result in increased market volatility and uncertainty, which could negatively impact our business, financial condition, and results of operations.● · · · · 1 ▸ Provisions in our certificate of incorporation and bylaws and Delaware law might discourage, delay or prevent a change of control of our company or changes in our management and, therefore, depress the trading price of our common stock.● ● ● · · 3 ▸ The COVID-19 global pandemic and resulting adverse economic conditions have already adversely impacted our business and could have a more material adverse impact on our business, financial condition, and results of operations.● ● · · · 2 rw ▸ The designation of our common stock as a “penny stock” limits the liquidity of our common stock.● ● ● · · 3 rw ▸ The exclusive forum provisions described above do not apply to claims arising under the Exchange Act.● ● ● ● · 4 rw ▸ The potential impact of “Brexit” could have a material adverse effect on our business.● ● · · · 2 ▸ The significant concentration of stock ownership may also adversely affect the trading price of our common stock due to investors’ perception that conflicts of interest may exist or arise.● ● ● ● · 4 ▸ We are an “emerging growth company” and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our common stock less attractive to investors.● ● ● ● · 4 ▸ We are subject to risks associated with international operations.● ● ● · · 3 ▸ Our recurring losses from operations have raised substantial doubt regarding our ability to continue as a going concern and will likely require additional capital to support our business and objectives.● · · ● ● 3 rw ▸ Such provisions could impede any merger, consolidation, takeover or other business combination involving the Company or discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of the Company.● · · ● ● 3 ▸ An active trading market for our common stock may not develop or be sustained, which may make it difficult for investors to sell shares of our common stock and may make it difficult for us to raise capital.● ● ● ● ● 5 rw ▸ Any failure by us to protect our proprietary technologies or maintain the right to use certain technologies may negatively affect our ability to compete.● ● ● ● ● 5 ▸ Because we became a reporting company under the Exchange Act by means other than a traditional underwritten initial public offering, we may not be able to attract the attention of research analysts at major brokerage firms.● ● ● ● ● 5 ▸ Changes in accounting rules and regulations, or interpretations thereof, could result in unfavorable accounting charges or require us to change our compensation policies.● ● ● ● ● 5 ▸ FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock.● ● ● ● ● 5 ▸ If securities or industry analysts do not publish research or reports about our business, or if they issue an adverse or misleading opinion regarding our stock, our stock price and trading volume could decline.● ● ● ● ● 5 ▸ If we are unable to establish sales capabilities on our own or through third parties, we may not be able to market and sell our existing or future products or generate product revenue.● ● ● ● ● 5 rw ▸ If we fail to effectively manage our growth, our business, financial condition and results of operations would be harmed.● ● ● ● ● 5 ▸ If we fail to maintain effective internal controls, we may not be able to report financial results accurately or on a timely basis, or to detect fraud, which could have a material adverse effect on our business or share price.● ● ● ● ● 5 ▸ Our business may be affected by litigation and government investigations.● ● ● ● ● 5 ▸ Our principal stockholders and management have substantial control over us and could delay or prevent a change in corporate control.● ● ● ● ● 5 ▸ Our quarterly results of operations are likely to vary from period to period, which could cause the market price of our common stock to fluctuate or decline.● ● ● ● ● 5 ▸ group Risks Related to Our Business and the Industry in Which We Operate● ● ● ● ● 5 ▸ Security breaches, computer malware, computer hacking attacks and other security incidents could harm our business, reputation, brand and operating results.● ● ● ● ● 5 ▸ Substantial future sales of shares of our common stock could cause the market price of our common stock to decline.● ● ● ● ● 5 ▸ We are a smaller reporting company, and we cannot be certain if the reduced disclosure requirements applicable to smaller reporting companies will make our common stock less attractive to investors.● ● ● ● ● 5 ▸ We are subject to risks associated with international sales and operations.● ● ● ● ● 5 rw ▸ We do not anticipate paying dividends on our common stock, and investors may lose the entire amount of their investment.● ● ● ● ● 5 ▸ We incur significant costs as a result of operating as a public company.● ● ● ● ● 5 ▸ We may not be able to develop technologies and products to satisfy changes in customer demand or industry standards, and our competitors could develop products that decrease the demand for our products.● ● ● ● ● 5 ▸ We participate in highly competitive markets characterized by rapid technological changes, and existing and new companies may introduce products that compete with ours, which may adversely affect our business and operating results.● ● ● ● ● 5 rw