ITEM 1A. RISK FACTORS.
An
investment in our securities involves a high degree of risk. You should carefully read and consider all of the risks described below,
together with all of the other information contained or referred to in this report, before making an investment decision with respect
to our securities. If any of the following events occur, our financial condition, business and results of operations (including cash
flows) may be materially adversely affected. In that event, the market price of our shares could decline, and you could lose all or part
of your investment.
Risks
Related to Our Business and Industry
Changes
to trade regulation, quotas, duties, tariffs or other restrictions caused by the changing U.S. and geopolitical environments or otherwise,
such as those with respect to China, may materially harm our revenue and results of operations, such as by increasing our costs and/or
limiting the amount of products that we can import.
Our
operations are subject to various international trade agreements and regulations. Generally, these trade agreements and regulations benefit
our business by reducing or eliminating the quotas, duties and/or tariffs assessed on products manufactured in a particular country.
However, trade agreements and regulations can also impose requirements that have a material adverse effect on our business, revenue and
results of operations, such as limiting the countries from which we can purchase raw materials, limiting the products that qualify as
duty free, and setting quotas, duties and/or tariffs on products that may be imported into the United States from a particular country.
Certain inbound products to the United States are subject to tariffs assessed on the manufactured cost of goods at the time of import.
For example, during the prior Trump administration, increased tariffs were implemented on goods imported into the U.S., particularly
from China, Canada, and Mexico. The current Trump administration has implemented additional tariffs, some of which apply to goods imported
from China and other countries from which we import goods. While not the primary reason for the increase in our costs during the past
year, increased tariff rates contributed to a marginal degree to the increase in our cost of sales. As a result, we have had to increase
prices for certain products and may be required to raise those prices further, or raise our prices on other products, which may result
in the loss of customers and harm our operating performance. In response, in part, to tariffs levied on products imported from China
we have shifted away from Chinese or other foreign manufacturers of some of our products and may seek to increase this shift due to U.S.
tariffs or other aspects of U.S. trade policy, which may result in additional costs and disruption to our operations.
The
countries in which our products are manufactured or into which they are imported may from time-to-time impose new quotas, duties, tariffs
and requirements as to where raw materials must be purchased to qualify for free or reduced duty. These countries also may create additional
workplace regulations or other restrictions on our imports or adversely modify existing restrictions. Adverse changes in these costs
and restrictions could harm our business. We cannot assure that future trade agreements or regulations will not provide our competitors
an advantage over us or increase our costs, either of which could have a material adverse effect on our business, results of operations
or financial condition. Nor can we assure that the changing geopolitical and U.S. political environments will not result in a trade agreement
or regulation being altered which adversely affects our company. The U.S. government may decide to impose or alter existing import quotas,
duties, tariffs or other restrictions on products or raw materials sourced from those countries, which include countries from which we
import raw materials or in which we manufacture our products. Any such quotas, duties, tariffs or restrictions could have a material
adverse effect on our business, results of operations or financial condition.
Shortages
of supply of merchandise from suppliers, interruptions in our manufacturing, and local conditions in the countries in which we source
goods and materials could adversely affect our results of operations.
Along
with many companies that source goods and raw materials from abroad, we are currently experiencing continued supply disruptions and delays
due to a variety of reasons. These changes are partially driven by interruptions in global supply chains (including as a result of port
congestion, canal blockages and disruptions, and trucking shortages) and partially by a shift in customer buying habits to e-commerce,
which has the effect of increasing demand for shipping capacity from Asia, leading to capacity constraints. Both factors have increased
shipping times as well as the price of shipping, whether by sea, air, rail, or vehicle. Shipping delays combined with significant increases
in orders for our products have recently created, and are expected to continue to create, inventory pressure for us.
20
As
a distributor, we buy merchandise both from multiple supply sources and from a network of factories in which we have developed direct
relationships around the globe over the past 30 years. However, an unexpected interruption in any of the sources or facilities may temporarily
adversely affect our results of operations until alternate sources or facilities can be secured. We rely on the supply of different types
of raw materials as well as textiles, including plastic, glass, fabric and metal for our promotional products. Further, our suppliers
generally source or manufacture finished goods in parts of the world that may be affected by economic uncertainty, political unrest,
labor disputes, health emergencies, or the imposition of duties, tariffs or other import regulations by the United States.
Increases
in the price of merchandise and raw materials used to manufacture our products could materially increase our costs and decrease our profitability.
The
principal components in our promotional products are plastic, glass, fabric and metal. The prices we pay for these fabrics and components
and our merchandise are dependent on the market price for the raw materials used to produce them, primarily cotton and chemical components
of synthetic fabrics including raw materials such as chemicals and dyestuffs. These finished goods and raw materials are subject to price
volatility caused by weather, supply conditions, government regulations, economic and political climate, currency exchange rates, labor
costs, and other unpredictable factors. Fluctuations in petroleum prices also may influence the prices of related items such as chemicals,
dyestuffs and polyester yarn.
During
the years ended December 31, 2025 and 2024, many promotional products companies saw increases in the cost of finished goods and raw materials
purchased, as well as in the average cost of finished goods and raw materials purchased, as compared to the prior year, driven by rising
inflation rates and shipping costs.
Our
shipping costs for importing raw materials from overseas increased significantly after the emergence of COVID-19 and the general inflation
in the prices of goods and services that has occurred since that time. Any increase in raw material prices or shipping costs increases
our cost of sales and can decrease our profitability unless we are able to pass the costs on to our customers in the form of higher prices.
In addition, if one or more of our competitors is able to reduce their production costs by taking advantage of any reductions in raw
material prices or favorable sourcing agreements, we may face pricing pressures from those competitors and may be forced to reduce our
prices or face a decline in revenues, either of which could have a material adverse effect on our business, results of operations and
financial condition.
Furthermore,
significant or sustained inflation could have an adverse impact on our operating and general and administrative expenses. During inflationary
periods, these costs could increase at a rate higher than our ability to offset them via customer-facing pricing adjustments, alternative
supply sources or other measures. Inflation could also have an adverse effect on consumer spending, which could adversely impact demand
for our products and services. If our operating and other expenses increase faster than anticipated due to inflation, our financial condition,
results of operations and cash flow could be materially adversely affected.
Our
customers may cancel or decrease the quantity of their orders, which could negatively impact our operating results.
Sales
to many of our customers are on an order-by-order basis. If we cannot fill customers’ orders on time, orders may be cancelled and
relationships with customers may suffer, which could have an adverse effect on us, especially if the relationship is with a major customer.
Furthermore, if any of our customers experience a significant downturn in their business, or fail to remain committed to our programs
or brands, the customer may reduce or discontinue purchases from us. The reduction in the amount of our products purchased by customers
could have a material adverse effect on our business, results of operations or financial condition.
In
addition, some of our customers have experienced significant changes and difficulties, including consolidation of ownership, increased
centralization of buying decisions, buyer turnover, restructurings, bankruptcies and liquidations. A significant adverse change in a
customer relationship or in a customer’s financial position could cause us to limit or discontinue business with that customer,
require us to assume more credit risk relating to that customer’s receivables or limit our ability to collect amounts related to
previous purchases by that customer, all of which could have a material adverse effect on our business, results of operations or financial
condition.
21
We
may be unable to identify or to complete acquisitions or to successfully integrate the businesses we acquire.
We
have evaluated, and may continue to evaluate, potential acquisition transactions. We attempt to address the potential risks inherent
in assessing the attractiveness of acquisition candidates, as well as other challenges such as retaining the employees and integrating
the operations of the businesses we acquire. Integrating acquired operations involves significant risks and uncertainties, including
maintenance of uniform standards, controls, policies and procedures; diversion of management’s attention from normal business operations
during the integration process; unplanned expenses associated with integration efforts; and unidentified issues not discovered in due
diligence, including legal contingencies. Acquisition valuations require us to make certain estimates and assumptions to determine the
fair value of the acquired entities (including the underlying assets and liabilities). If our estimates or assumptions to value the acquired
assets and liabilities are not accurate, we may be exposed to losses, and/or unexpected usage of cash flow to fund the operations of
the acquired operations that may be material.
Even
if we are able to acquire businesses on favorable terms, managing growth through acquisitions is a difficult process that includes integration
and training of personnel, combining facility and operating procedures, and additional matters related to the integration of acquired
businesses within our existing organization. Unanticipated issues related to integration may result in additional expense and disruption
to our operations, and may require a disproportionate amount of our management’s attention, any of which could negatively impact
our ability to achieve anticipated benefits, such as revenue and cost synergies. Growth of our business through acquisitions generally
increases our operating complexity and the level of responsibility for both existing and new management personnel. Managing and sustaining
our growth and expansion may require substantial enhancements to our operational and financial systems and controls, as well as additional
administrative, operational and financial resources. We may be required to invest in additional support personnel, facilities and systems
to address the increased complexities associated with business or segment expansion. These investments could result in higher overall
operating costs and lower operating profits for the business as a whole. There can be no assurance that we will be successful in integrating
acquired businesses or managing our expanding operations.
In
addition, although we conduct due diligence investigations prior to each acquisition, there can be no assurance that we will discover
or adequately protect against all material liabilities of an acquired business for which we may be responsible as a successor owner or
operator. The failure to identify suitable acquisitions, successfully integrate these acquired businesses, successfully manage our expanding
operations, or to discover liabilities associated with such businesses in the diligence process, could adversely affect our business,
results of operations or financial condition.
In
order to finance such acquisitions, we may need to obtain additional funds either through public or private financings, including bank
and other secured and unsecured borrowings and/or the issuance of equity or debt securities. There can be no assurance that such financings
would be available to us on reasonable terms. Any future issuances of equity securities or debt securities with equity features may be
dilutive to our stockholders.
If
our information technology systems suffer interruptions or failures, including as a result of cyberattacks, our business operations could
be disrupted and our reputation could suffer.
We
rely on information technology systems to process transactions, communicate with customers, manage our business and process and maintain
information. The measures we have in place to monitor and protect our information technology systems might not provide sufficient protection
from catastrophic events, power surges, viruses, malicious software (including ransomware), attempts to gain unauthorized access to data
or other types of cyberattacks. As cyberattacks become more frequent, sophisticated, damaging and difficult to predict, any such event
could negatively impact our business operations, such as by product disruptions that result in an unexpected delay in operations, interruptions
in our ability to deliver products and services to our customers, loss of confidential or otherwise protected information, corruption
of data and expenses related to the repair or replacement of our information technology systems. Compromising and/or loss of information
could result in loss of sales or legal or regulatory claims which could adversely affect our revenues and profits or damage our reputation.
22
We
rely on software and services from other parties. Defects in or the loss of access to software or services from third parties could increase
our costs and adversely affect the quality of our products.
We
rely on technologies from third parties to operate critical functions of our business, including cloud infrastructure services, payment
processing services, certain aspects of distribution center automation and customer relationship management services. Our business would
be disrupted if any of the third-party software or services we utilize, or functional equivalents thereof, were unavailable due to extended
outages or interruptions or because they are no longer available on commercially reasonable terms or prices. In each case, we would be
required to either seek licenses to software or services from other parties and redesign our business and marketplace to function with
such software or services or develop these components ourselves, which would result in increased costs and could result in delays in
the launch of new offerings on our marketplace until equivalent technology can be identified, licensed or developed, and integrated into
our business and marketplace. Furthermore, we might be forced to limit the features available in our current or future products. These
delays and feature limitations, if they occur, could harm our business, results of operations and financial condition.
Failure
to comply with data privacy and security laws and regulations could adversely affect our operating results and business.
In
the ordinary course of our business, we might collect and store in our internal and external data centers, cloud services and networks
sensitive data, including our proprietary business information and that of our customers, suppliers and business collaborators, as well
as personal information of our customers and employees. The secure processing, maintenance and transmission of this information is critical
to our operations and business strategy. The number and sophistication of attempted attacks and intrusions that companies have experienced
from third parties has increased over the past few years. Despite our security measures, it is impossible for us to eliminate this risk.
U.S.
federal data privacy laws include the CAN-SPAM Act, which, among other things, restricts data collection and use in connection with CAN-SPAM
Act’s opt-out process requirements for senders of commercial emails; and COPPA, which regulates the collection of information by
operators of websites and other electronic solutions that are directed to children under 13 years of age, although our website and app
user terms of service and privacy policy expressly prohibit children under 13 from submitting information to or on our website or app.
These laws and regulations promulgated under these laws restrict our collection, processing, storage, use and disclosure of personal
information, may require us to notify individuals of our privacy practices and provide individuals with certain rights to prevent the
use and disclosure of protected information, and mandate certain procedures with respect to safeguarding and proper description of stored
information.
Moreover,
certain laws and regulations of U.S. states and the EU impose similar or greater data protection requirements and may also subject us
to scrutiny or attention from regulatory authorities. For example, the EU and California have passed comprehensive data privacy laws,
the EU GDPR and the CCPA and regulations promulgated under the CCPA, respectively, which impose data protection obligations on enterprises,
including limitations on data uses and constraints on certain uses of sensitive data. Of particular importance, the CCPA, which became
effective on January 1, 2020, limits how we may collect and use personal information, including by requiring companies that process information
relating to California residents to make disclosures to consumers about their data collection, use and sharing practices, provide consumers
with rights to know and delete personal information and allow consumers to opt out of certain data sharing with third parties. The CCPA
also creates an expanded definition of personal information, imposes special rules on the collection of consumer data from minors, and
provides for civil penalties for violations, as well as a private right of action for data breaches that is expected to increase the
likelihood and cost of data breach litigation. The potential effects of this legislation are far-reaching and may require us to modify
our data processing practices and policies and incur substantial costs and expenses in compliance and potential ligation efforts. Effective
January 1, 2023, we also became subject to the CPRA in California, which expands upon the consumer data use restrictions, penalties and
enforcement provisions under the CCPA, and the VCDPA in Virginia, another comprehensive data privacy law, and regulations promulgated
under the CPRA and the VCDPA.
23
In
addition, similar consumer data privacy laws have been passed and either are in effect or will become effective within the next 12 months
in many other states, including Colorado (CPA, effective July 1, 2023); Connecticut (CDPA, effective July 1, 2023); Utah (UCPA, effective
December 31, 2023); Texas (TDPSA, effective July 1, 2024); Oregon (OCPA, effective July 1, 2024); Montana (MCDPA, effective October 1,
2024); Iowa (ICPA, effective January 1, 2025); Delaware (DPDPA, effective January 1, 2025); Nebraska (NEDPA, effective January 1, 2025);
New Hampshire (NHDPA, effective January 1, 2025); New Jersey (NJDPA, effective January 15, 2025); Minnesota (MCDPA, effective July 1,
2025); Tennessee (TIPA, effective July 1, 2025); Maryland (MODPA, effective October 1, 2025); Indiana (ICDPA, effective January 1, 2026);
Kentucky (KCDPA, effective January 1, 2026); and Rhode Island (RIDTPPA, effective January 1, 2026). Further, there are several legislative
proposals in the United States, at both the federal and state level, that could impose new privacy and security obligations. We cannot
yet determine the impact that these laws and regulations may have on our business.
Outside
of the U.S., data protection laws, including the GDPR, also might apply to some of our operations or business collaborators. Legal requirements
in the European Union and United Kingdom relating to the collection, storage, processing and transfer of personal data/information continue
to evolve. The GDPR imposes, among other things, data protection requirements that include strict obligations and restrictions on the
ability to collect, analyze and transfer EU personal data/information, a requirement for prompt notice of data breaches to data subjects
and supervisory authorities in certain circumstances, and possible substantial fines for any violations (including possible fines for
certain violations of up to the greater of €20 million/£17.5 million or 4% of total company revenue). Other governmental authorities
around the world have enacted or are considering similar types of legislative and regulatory proposals concerning data protection.
The
interpretation and enforcement of the laws and regulations described above are uncertain and subject to change, and may require substantial
costs to monitor and implement and maintain adequate compliance programs. Failure to comply with U.S. and international data protection
laws and regulations could result in government enforcement actions (which could include substantial civil and/or criminal penalties),
private litigation and/or adverse publicity and could negatively affect our operating results and business.
The
Consumer Product Safety Improvement Act and other existing or future government regulation could harm our business or may cause us to
incur additional costs associated with compliance.
We
are subject to various federal, state and local laws and regulations, including but not limited to, laws and regulations relating to
labor and employment, U.S. customs and consumer product safety, including the CPSIA. The CPSIA created more stringent safety requirements
related to lead and phthalates content in children’s products. The CPSIA regulates the future manufacture of these items and existing
inventories and may cause us to incur losses if we offer for sale or sell any non-compliant items. Failure to comply with the various
regulations applicable to us may result in damage to our reputation, civil and criminal liability, fines and penalties and increased
cost of regulatory compliance. These current and any future laws and regulations could harm our business, results of operations and financial
condition.
We
are subject to international, federal, national, regional, state, local and other laws and regulations, and failure to comply with them
may expose us to potential liability.
We
are subject to international, federal, national, regional, state, local and other laws and regulations affecting our business, including
those promulgated under the Occupational Safety and Health Act, the Consumer Product Safety Act, the Flammable Fabrics Act, the Textile
Fiber Product Identification Act, the rules and regulations of the Consumer Products Safety Commission, the Food, Drug, and Cosmetic
Act, the rules and regulations of the Food and Drug Administration, the FCPA, various securities laws and regulations including but not
limited to the Securities Act, the Exchange Act, the Nasdaq Listing Rules, various labor, workplace and related laws, and environmental
laws and regulations. Failure to comply with such laws and regulations may expose us to potential liability and have an adverse effect
on our results of operations.
24
Implementation
of technology initiatives could disrupt our operations in the near term and fail to provide the anticipated benefits.
As
our business grows, we continue to make significant investments in our technology, including in the areas of warehouse management, enterprise
risk management and product design. The costs, potential problems and interruptions associated with the implementation of technology
initiatives could disrupt or reduce the efficiency of our operations in the near term. They may also require us to divert resources from
our core business to ensure that implementation is successful. In addition, new or upgraded technology might not provide the anticipated
benefits, might take longer than expected to realize the anticipated benefits, might fail or might cost more than anticipated.
Inability
to attract and retain key management or other personnel could adversely impact our business.
Our
success is largely dependent on the skills, experience and efforts of our senior management and other key personnel, including Andrew
Shape, our Chief Executive Officer and President, Andrew Stranberg, our Executive Chairman, David Browner, our Chief Financial Officer,
Ian Wall, our Chief Information Officer, and John Audibert, our Chief Strategy Officer and Chief Compliance Officer. If, for any reason,
one or more senior executives or key personnel were not to remain active in our company, or if we were unable to attract and retain senior
management or key personnel, our results of operations could be adversely affected.
Failure
to preserve positive labor relationships with our employees could adversely affect our results of operations.
Our
operations rely heavily on our employees, and any labor shortage, disruption or stoppage caused by poor relations with our employees
could reduce our operating margins and income. While we believe that our employee relations are good, have no knowledge of any employees
as subject to collective bargaining agreements, and unions have not traditionally been active in the U.S. marketing industry, unionization
of our workforce could increase our operating costs or constrain our operating flexibility.
We
are exposed to the risk of non-payment by our customers on a significant amount of our sales.
We
allow many of our customers to pay us within 30 days of service, also known as net 30 credit terms. For certain customers who are considered
low credit risks, we have extended the credit term to 90 days, though in such cases we may also request a personal guaranty of payment
from the principal owner of the customer business. Our extension of credit involves considerable judgment and is based on an evaluation
of each customer’s financial condition and payment history. We monitor our credit risk exposure by periodically obtaining credit
reports and updated financials on our customers. We generally see a heightened amount of bankruptcies by our customers during economic
downturns and financial crises. While we maintain an allowance for doubtful receivables for potential credit losses based upon our historical
trends and other available information, in times of economic turmoil, there is heightened risk that our historical indicators may prove
to be inaccurate. The inability to collect on sales to significant customers or a group of customers could have a material adverse effect
on our results of operations.
There
is a risk of dependence on one or a group of customers.
During
the fiscal year ended December 31, 2025, our top ten customers accounted for 35.7% of revenues, and our top customer accounted for 7.2%
of revenues. During the fiscal year ended December 31, 2024, our top ten customers accounted for 38.1% of revenues, and our top customer
accounted for 8.4% of revenues. If we are unable to retain our current customers or find new major customers or gain major new engagements
from existing customers to replace any nonrecurring contracts, there may be material adverse effects on our financial condition or results
of operations. If on the other hand we successfully source major new contracts, the risk that we may become dependent on one or a few
customers may increase. This potential dependency could threaten the sustainability of our growth and have a material adverse effect
on our financial condition or results of operations if we are unable to retain such major contracts or replace them with similarly major
contracts on a regular basis.
25
Our
business incurs significant freight and transportation costs. Any changes in our shipping arrangements or any interruptions in shipping
could harm our business, results of operations and financial condition.
We
incur transportation expenses to ship our products to our customers. Significant increases in the costs of freight and transportation
could have a material adverse effect on our results of operations, as there can be no assurance that we could pass on these increased
costs to our customers. Government regulations can and have impacted the availability of drivers, which will be a significant challenge
to the industry. Costs to employ drivers have increased and transportation disruptions have become more prevalent.
If
we are not able to negotiate acceptable pricing and other terms with these vendors or they experience performance problems or other difficulties,
it could negatively impact our business and results of operations and negatively affect the experiences of our customers, which could
affect the degree to which they continue to do business with us. Disruption to delivery services due to inclement weather, climate change,
or political instability, among other causes, could result in delays that could adversely affect our reputation, business and results
of operations. If our products are not delivered in a timely fashion or are damaged or lost during the supply or the delivery process,
our customers could become dissatisfied and cease doing business with us, which could adversely affect our business and results of operations.
Our
business may be impacted by unforeseen or catastrophic events, including the emergence of pandemics or other widespread health emergencies,
terrorist attacks, extreme weather events or other natural disasters and other unpredicted events.
The
occurrence of unforeseen or catastrophic events, such as the emergence of pandemics or other widespread health emergencies (or concerns
over the possibility of such pandemics or emergencies), terrorist attacks, extreme weather events or other natural disasters or other
unpredicted events, could create economic and financial disruptions, and could lead to operational difficulties (including travel limitations)
that could impair our ability to source and supply products and services and manage our businesses, and could negatively impact our customers’
ability or willingness to purchase our products and services.
For
example, our corporate headquarters is located in Massachusetts, which experiences natural hazards such as flooding and coastal erosion;
should any unforeseen or catastrophic events occur, the possibly resulting infrastructure damage and disruption to the area could negatively
affect our company, such as by damage to or total destruction of our headquarters, surrounding transportation infrastructure, network
communications and other forms of communication. Some of our other locations and those of our suppliers also are exposed to hurricanes,
earthquakes, floods and other extreme weather events; the damage that such events could produce could affect the supply of our products
and services.
26
We
face intense competition within our industry and our revenue and/or profits may decrease if we are not able to respond to this competition
effectively.
Customers
in the promotional products, tradeshow and event marketplace, loyalty and program management business process outsourcing industries
choose distributors primarily based upon the quality, price and breadth of products and services offered. We encounter competition from
a number of companies in the geographic areas we serve. The majority of our revenue is derived from the sale of promotional products.
Our major competitors include companies such as 4Imprint Group plc (LSE: FOUR.L), Brand Addition Limited (The Pebble Group plc) (LSE:
PEBB), BAMKO LLC (Superior Group of Companies, Inc.) (Nasdaq: SGC), Staples Promotional Products (Staples, Inc.), Boundless Network,
Inc., Custom Ink, Cimpress plc (Nasdaq: CMPR), HALO Branded Solutions, Inc., Imagine This (Shye West, Inc.), Power Promotions, Inc. and
Global Promotional Sourcing, LLC. We also compete with a multitude of foreign, regional and local competitors that vary by market. If
our existing or future competitors seek to gain or retain market share by reducing prices, we may be required to lower our prices, which
would adversely affect our operating results. Similarly,
if customers or potential customers perceive the products or services offered by our existing or future competitors to be of higher quality
than ours or part of a broader product mix, our revenues may decline, which would adversely affect our operating results.
We
face intense competition to gain market share, which may lead some competitors to sell substantial amounts of goods at prices against
which we cannot profitably compete.
Our
marketing strategy is to differentiate ourselves by providing quality service and quality products to our customers. Even if this strategy
is successful, the results may be offset by reductions in demand or price declines due to competitors’ pricing strategies or other
micro- or macroeconomic factors. We face the risk of our competition following a strategy of selling its products at or below cost in
order to cover some amount of fixed costs, especially in stressed economic times.
Global,
national or regional economic slowdowns, high unemployment levels, fewer jobs, changes in tax laws or cost increases might have an adverse
effect on our operating results.
Our
primary products within our promotional products are used by workers and, as a result, our business prospects are dependent upon levels
of employment and overall economic conditions on a global, national and regional level, among other factors. Our revenues are impacted
by our customers’ opening and closing of locations and reductions and increases in headcount, including from voluntary turnover
and increased automation. If we are unable to offset these effects, such as through the addition of new customers, the penetration of
existing customers with a broader mix of product and service offerings, or decreased production costs that can be passed on in the form
of lower prices, our revenue growth rates will be negatively impacted. Likewise, increases in tax rates or other changes in tax laws
or other regulations can negatively affect our profitability.
While
we do not believe that our exposure is greater than that of our competitors, we could be adversely affected by increases in the prices
of fabric, natural gas, gasoline, wages, employee benefits, insurance costs and other components of product cost unless we can recover
such increases through proportional increases in the prices for our products and services. Competitive and general economic conditions
might limit our ability and that of our competitors to increase prices to cover any increases in our product cost.
27
The
promotional products, trade show and events marketplace, loyalty and program management business industries are subject to pricing pressures
that may cause us to lower the prices we charge for our products and services that adversely affect our financial performance.
Many
of our competitors also source their product requirements from developing countries to achieve a lower cost operating environment, possibly
with lower costs than our offshore facilities, and those manufacturers may use these cost savings to reduce prices. Some of our competitors
have more purchasing power than we do, which may enable them to obtain products at lower costs. To remain competitive, we may adjust
our product and service prices and margins from time to time in response to these industry-wide pricing pressures. Additionally, increased
customer demands for allowances, incentives and other forms of economic support could reduce our margins and affect our profitability.
Our financial performance will be negatively affected by these pricing pressures if we are forced to reduce our prices and we cannot
reduce our product costs proportionally or if our product costs increase and we cannot increase our prices proportionally.
The
apparel industry, including corporate identity apparel, is subject to changing fashion trends and if we misjudge consumer preferences,
the image of one or more of our brands may suffer and the demand for our products may decrease.
The
apparel industry, including corporate identity apparel for promotional products, is subject to shifting customer demands and evolving
fashion trends and our success is also dependent upon our ability to anticipate and promptly respond to these changes. Failure to anticipate,
identify or promptly react to changing trends or styles may result in decreased demand for our products, as well as excess inventories
and markdowns, which could have a material adverse effect on our business, results of operations and financial condition. In addition,
if we misjudge consumer preferences, our brand image may be impaired.
Our
success depends upon the continued protection of our intellectual property rights and we may be forced to incur substantial costs to
maintain, defend, protect and enforce our intellectual property rights.
Our
owned intellectual property and certain of our licensed intellectual property have significant value and are instrumental to our ability
to market our products. We cannot assure that our owned or licensed intellectual property or the operation of our business does not infringe
on or otherwise violate the intellectual property rights of others. We cannot assure that third parties will not assert claims against
us on any such basis or that we will be able to successfully resolve such claims. In addition, the laws of some foreign countries do
not allow us to protect, defend or enforce our intellectual property rights to the same extent as the laws of the United States. We could
also incur substantial costs to defend legal actions relating to use of our intellectual property or prosecute legal actions against
others using our intellectual property, either of which could have a material adverse effect on our business, results of operations or
financial condition. There also can be no assurance that we will be able to negotiate and conclude extensions of existing license agreements
on similar economic terms or at all.
Climate
change impacts including supply chain disruptions, operational impacts, and geopolitical events may impact our business operations.
We
source a large number of raw materials from third-party suppliers globally. These products include both natural and synthetic materials
derived from plants, animal products, and organic and petroleum-based raw materials. Disruptions to the global supply chain due to climate-related
impacts or geopolitical events are possible and exist as external risk factors that we can respond to but not control. These events could
limit our supply of key raw materials, or could have significant impacts to pricing. We work with multiple raw material suppliers to
mitigate lack of availability from a single supplier, however in some cases products with limited numbers of suppliers may become difficult
to obtain.
Some
of our vendors have manufacturing operations in areas vulnerable to coastal storms which may increase in magnitude and impact due to
climate change. Increasingly large and unprecedented weather events may pose a risk to business operations in vulnerable areas. Storms
could cause business interruptions, incur additional restoration costs, and impact product availability and pricing.
28
Increased
focus by governments, vendors, stockholders, and customers on sustainability issues, including those related to climate change, may have
a material adverse effect on our business and operations.
Federal,
state and local governments, as well as some of our vendors and customers, are beginning to respond to climate change and other sustainability
issues. This increased focus on sustainability may result in new legislation or regulations and vendor and customer requirements that
could negatively affect us as we may incur additional costs or be required to make changes to our operations in order to comply with
any new regulations or vendor, customer, or stockholder requirements. Legislation or regulations that potentially impose restrictions,
caps, taxes, or other controls on emissions of greenhouse gases such as carbon dioxide, a by-product of burning fossil fuels such as
those used in the trucks of our logistics vendors, may have a material adverse effect on our business and operations. For example, if
the logistics vendors we contract with become subject to increasingly restrictive laws protecting the environment, including those relating
to climate change, we expect that they would incur increased shipment costs and may pass such costs on to us, which could have a material
adverse effect on our business. If our customers or stockholders were to require us to use vendors that source, manufacture, or supply
their products in accordance with certain sustainability standards, we expect that such standards would likewise force us to incur additional
costs and we may fail to pass such additional costs on to our customers, which could also have a material adverse effect on our business.
On
March 6, 2024, the SEC adopted rules that will require us to disclose:
29
We
will be exempt from the SEC rules’ requirements to disclose certain information about our greenhouse gas emissions and comply with
related auditor assurance requirements as long as we remain a “smaller reporting company” (as described below under —Risks
Related to our Common Stock and Publicly-Traded Warrants – We are a ‘smaller reporting company’ within the meaning
of the Exchange Act, and if we take advantage of certain exemptions from disclosure requirements available to smaller reporting companies,
this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public
companies.”) or an “emerging growth company” (as described below under “—Risks Related to our Common
Stock and Publicly-Traded Warrants – We are subject to ongoing public reporting requirements that are less rigorous than Exchange
Act rules for companies that are not emerging growth companies and our stockholders could receive less information than they might expect
to receive from more mature public companies.”). In addition, these disclosure rules will not require compliance by us until
our fiscal year beginning in 2027, with certain requirements not becoming effective until our fiscal year beginning in 2028, if we remain
a smaller reporting company or emerging growth company.
A
number of petitions have been filed in federal courts seeking to challenge the SEC’s climate-related disclosure rules. The outcome
of this litigation cannot be determined as of the date of this report. On April 4, 2024, the SEC issued an order staying the rules. The
SEC’s administrative stay will remain in place until the completion of litigation filed in the federal courts that challenges the
agency’s authority to adopt the rules. On March 25, 2025, the SEC ended its defense of the rules. On April 4, 2025, state intervenors
in the litigation filed a motion to hold the case in abeyance until the SEC determines what action it will take on the rules, and on
April 24, 2025, the U.S. Court of Appeals for the Eighth Circuit granted the intervenors’ motion to hold the litigation in abeyance.
On July 23, 2025, the SEC filed a report with the court stating that it “does not intend to review or reconsider the climate-related
disclosure rules at this time” and indicating that the SEC could not determine what actions it would take in the event the rulemaking
petitions are denied. The outcome of this litigation cannot be determined.
Assuming
that the SEC climate disclosure rules are ultimately upheld in their present form, and even in light of the exemptions and accommodations
made for smaller reporting companies and emerging growth companies described above, the costs to adopt the necessary disclosure controls
and procedures to disclose all required information, the potential costs to make changes in our operations to allow us to improve our
climate change-related disclosures, or the potential loss of revenues from these disclosure requirements due to investor, customer, or
vendor requirements to disclose and meet certain climate change-related targets pursuant to these disclosure rules, may still have a
material adverse effect on our business and operations.
Some
of the products that we design or otherwise assist customers with producing create exposure to potential product liability, warranty
liability or personal injury claims and litigation.
Some
of the products that we design or otherwise assist customers with producing are used in applications and situations that involve risk
of personal injury and death. Our services expose us to potential product liability, warranty liability, and personal injury claims and
litigation relating to the use or misuse of our products including allegations of defects in manufacturing, defects in design, a failure
to warn of dangers inherent in the product or activities associated with the product, negligence and strict liability. If successful,
such claims could have a material adverse effect on our business.
Defects
in the products that we design or otherwise assist customers with producing could reduce demand for our products and result in a decrease
in sales and market acceptance and damage to our reputation.
Although
we carry certain standard commercial insurance, including products-completed operations coverage, we do not currently maintain separate
product liability insurance, and we may not be able to obtain and maintain such insurance on acceptable terms, if at all, in the future.
Even if we have purchased product liability insurance in the future, product liability claims may exceed the amount of our insurance
coverage. In addition, our reputation may be adversely affected by such claims, whether or not successful, including potential negative
publicity about our products.
30
We
may be subject to periodic litigation in both domestic and international jurisdictions that may adversely affect our financial position
and results of operations.
From
time to time we may be involved in legal or regulatory actions regarding product liability, employment practices, intellectual property
infringement, bankruptcies and other litigation or enforcement matters. These proceedings may be in jurisdictions with reputations for
aggressive application of laws and procedures against corporate defendants. We are impacted by trends in litigation, including class-action
allegations brought under various consumer protection and employment laws. Due to the inherent uncertainties of litigation in both domestic
and foreign jurisdictions, we cannot accurately predict the ultimate outcome of any such proceedings. These proceedings could cause us
to incur costs and may require us to devote resources to defend against these claims and could ultimately result in a loss or other remedies,
such as product recalls, which could adversely affect our financial position and results of operations.
Volatility
in the global financial markets could adversely affect results.
In
the past, global financial markets have experienced extreme disruption, including, among other things, volatility in securities prices,
diminished liquidity and credit availability, rating downgrades of certain investments and declining valuations of others. There can
be no assurance that there will not be further change or volatility, which could lead to challenges in our business and negatively impact
our financial results. Any future tightening of credit in financial markets could adversely affect the ability of our customers and suppliers
to obtain financing for significant purchases and operations and could result in a decrease in orders and spending for our products and
services. We are unable to predict the likely duration and severity of any disruption in financial markets and adverse economic conditions
and the effects they may have on our business and financial condition.
We
identified material weaknesses in our internal control over financial reporting as of December 31, 2025. If we fail to remediate the
material weaknesses, we may be unable to accurately report our financial results or prevent fraud, and investor confidence and the market
price of our shares may be adversely affected.
To
implement Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), the SEC adopted rules requiring public
companies to include a report of management on the company’s internal control over financial reporting in their annual reports
on Form 10-K. A report of our management is included under Item 9A of this Annual Report on Form 10-K. A “material weakness”
is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility
that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely
basis.
Our
management has identified the following material weaknesses in our internal control over financial reporting:
31
We
have commenced a plan of remediation to remedy the material weaknesses. However, the implementation of these measures may not fully address
the material weaknesses in our internal control over financial reporting. Our failure to address any control deficiency could result
in inaccuracies in our financial statements and could also impair our ability to comply with applicable financial reporting requirements
and related regulatory filings on a timely basis. Moreover, effective internal control over financial reporting is important to prevent
fraud. As a result, our business, financial condition, results of operations and prospects, as well as the trading price of our shares,
may be adversely affected.
Increases
in the cost of employee benefits could impact our financial results and cash flow.
Our
expenses relating to employee health benefits are significant. Unfavorable changes in the cost of such benefits could impact our financial
results and cash flow. Healthcare costs have risen significantly in recent years, and recent legislative and private sector initiatives
regarding healthcare reform could result in significant changes to the U.S. healthcare system. While the Company has various cost control
measures in place and employs an outside consultant to review larger claims, employee health benefits have been and are expected to continue
to be a significant cost to the Company. Medical costs will continue to be a significant expense to the Company and may increase due
to factors outside the Company’s control.
We
may recognize impairment charges, which could adversely affect our financial condition and results of operations.
We
assess our goodwill, intangible assets and long-lived assets for impairment when required by generally accepted accounting principles
in the United States (“U.S. GAAP”). These accounting principles require that we record an impairment charge if circumstances
indicate that the asset carrying values exceed their estimated fair values. The estimated fair value of these assets is impacted by general
economic conditions in the locations in which we operate. Deterioration in these general economic conditions may result in a number of
adverse consequences, including: declining revenue, which can lead to excess capacity and declining operating cash flow; reductions in
management’s estimates for future revenue and operating cash flow growth; and increases in borrowing rates and other deterioration
in factors that impact our weighted average cost of capital. If our assessment of goodwill, intangible assets or long-lived assets indicates
an impairment of the carrying value for which we recognize an impairment charge, this may adversely affect our financial condition and
results of operations.
Environmental
regulations may impact our future operating results.
We
are subject to extensive and changing federal, state and foreign laws and regulations establishing health and environmental quality standards,
and may be subject to liability or penalties for violations of those standards. We may be subject to future liabilities or obligations
as a result of new or more stringent interpretations of existing laws and regulations. In addition, we may have liabilities or obligations
in the future if we discover any environmental contamination or liability at any of our facilities, or at facilities we may acquire.
If
we are unable to accurately predict our future tax liabilities, become subject to increased levels of taxation or our tax contingencies
are unfavorably resolved, our results of operations and financial condition could be adversely affected.
Changes
in tax laws or regulations in the jurisdictions in which we do business, including the United States, or changes in how the tax laws
are interpreted, could further impact our effective tax rate, further restrict our ability to repatriate undistributed offshore earnings,
or impose new restrictions, costs or prohibitions on our current practices and reduce our net income and adversely affect our cash flows.
We
are also subject to tax audits in the United States and other jurisdictions and our tax positions may be challenged by tax authorities.
Although we believe that our current tax provisions are reasonable and appropriate, there can be no assurance that these items will be
settled for the amounts accrued, that additional tax exposures will not be identified in the future or that additional tax reserves will
not be necessary for any such exposures. Any increase in the amount of taxation incurred as a result of challenges to our tax filing
positions could result in a material adverse effect on our business, results of operations and financial condition.
32
Risks
Related to our Common Stock and Publicly-Traded Warrants
The
market prices of our securities may fluctuate, and you could lose all or part of your investment.
The
market prices for our securities are likely to be volatile, in part because our shares and publicly-traded warrants have only been traded
publicly since November 9, 2021. In addition, the market prices of our securities may fluctuate significantly in response to several
factors, most of which we cannot control, including:
● actual or anticipated variations in our periodic operating results;
● changes in earnings estimates;
● changes in market valuations of similar companies;
● actions or announcements by our competitors;
● additions or departures of key personnel;
● actions by stockholders;
● speculation in the media, online forums, or investment community; and
Volatility
in the market prices of our securities may prevent investors from being able to sell their securities at or above their purchase price.
As a result, you may suffer a loss on your investment.
We
may not be able to maintain a listing of our common stock and publicly-traded warrants on Nasdaq.
Although
our common stock and publicly-traded warrants are listed on Nasdaq, we must meet certain financial, liquidity, SEC reporting, corporate
governance, and other continuing listing requirements to maintain such listing. If we violate Nasdaq’s listing requirements, or
if we fail to meet any of Nasdaq’s listing standards, our common stock and publicly-traded warrants may be delisted.
On
December 17, 2024, the Company received a letter from the Listing Qualifications staff (the “Staff”) of Nasdaq issuing a
Staff delisting determination (the “Staff Determination”). The Staff Determination noted that the Staff had notified the
Company on June 21, 2024, August 23, 2024, and November 21, 2024, that the Company did not comply with Nasdaq Listing Rule 5250(c)(1)
(the “Filing Rule”) because the Company had not filed its Quarterly Reports on Forms 10-Q for the periods ended March 31,
2024, June 30, 2024, and September 30, 2024 (the “2024 Forms 10-Q”), with the SEC. The Staff Determination noted that, based
on the Staff’s review and the materials submitted on August 20, 2024, the Staff granted the Company an exception until December
16, 2024, to regain compliance with the Filing Rule. The Staff Determination stated that the Company had not met the terms of the exception.
Specifically, the Company had not filed the 2024 Forms 10-Q as required by the Filing Rule. The Staff Determination had no immediate
effect and did not immediately result in the suspension of trading or delisting of the Company’s common stock.
33
The
Staff Determination notified the Company that the Company was permitted to request a hearing before a Nasdaq Hearings Panel by December
24, 2024, pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. Accordingly, on December 24, 2024, the Company
submitted a request for a hearing and for an extended stay before a Hearings Panel. On December 26, 2024, the Company received a letter
from the staff of the Office of the General Counsel of Nasdaq that stated that the Company’s hearing had been scheduled (the “Hearing
Notice”). The Hearing Notice further confirmed that the delisting action referenced in the Staff Determination had been automatically
stayed until January 10, 2025.
On
January 10, 2025, the Company received a letter from the Staff notifying it that since the Company has not yet held an annual meeting