AIRSHIP(AISP) - 2024 Q4 - Annual Report

Stock Performance and Market Conditions - Airship AI's common stock and public warrants are listed on Nasdaq, but there may be insufficient liquidity for securityholders to sell their securities[173]. - As of February 26, 2025, the last reported sales price of Airship AI's common stock was $4.48, while the exercise price of public warrants is$ 4.50, indicating potential challenges for warrant holders to exercise their warrants[187]. - A prolonged decline in the stock price could reduce liquidity and hinder the ability to raise capital, affecting operations and strategic plans[183]. - The volatility of the stock market may lead to significant fluctuations in the market price of Airship AI's securities, regardless of operating performance[186]. - The company may become subject to penny stock rules if its common stock price falls below $5.00, which could reduce trading activity and make it difficult for stockholders to sell their shares[191]. - The reduced reporting requirements applicable to smaller reporting companies may make the company's common stock less attractive to investors, potentially leading to a less active trading market[193]. Corporate Governance and Shareholder Rights - The concentration of ownership among key stockholders, who control approximately 49.5% of voting power, may limit public investors' influence and affect stock price[175]. - Anti-takeover provisions in the company's charter may delay or prevent undesirable acquisitions, potentially limiting stockholders' opportunities to receive a premium for their shares[196]. - The company's charter requires that certain stockholder litigation matters be brought in the Court of Chancery of the State of Delaware, which may limit stockholders' ability to obtain a favorable judicial forum[197]. - The company has provisions that allow its board of directors to issue preferred stock without stockholder approval, which could dilute the ownership of hostile acquirers[198]. - The requirement for special meetings of stockholders to be called only by the board of directors may delay stockholder actions, including the removal of directors[198]. - The choice of forum provision may discourage lawsuits and increase costs for investors bringing claims against the company[199]. Financial Performance and Reporting - The company has not capitalized any software development costs for the years ended December 31, 2024, and 2023[173]. - Airship AI does not intend to pay cash dividends in the foreseeable future, with any return on investment expected to come from increases in stock value[185]. - The company is subject to extensive reporting requirements as a public entity, which may strain resources and divert management's attention from core business activities[178]. - Changes in tax laws could lead to increased tax liabilities, adversely impacting financial condition and results of operations[170]. - The company is subject to various external factors that could impact its operating results, including competitive pricing pressures and regulatory developments[192]. Litigation and Risk Factors - The company faces potential litigation risks due to increased visibility from public disclosures, which could divert management resources[182]. - The company will remain a smaller reporting company until the market value of its common stock held by non-affiliates exceeds$ 250 million or annual revenues exceed $100 million with a market value exceeding$ 700 million[194]. - The company will remain an emerging growth company until it achieves total annual gross revenue of at least $1.23 billion or issues more than$ 1.00 billion in non-convertible debt securities within a three-year period[195].