Ispire Technology (ISPR) risk factors, 2026 10-K

Risks Related to Our Business and Industry

1. 01We sustained losses of approximately $39.2 million for the year ended June 30, 2025 and $33.2 million for the year ended June 30, 2026, and we cannot assure you that we can or will operate profitably in the future36% rewritten
2. 02Existing laws, regulations and policies and the issuance of new or more stringent laws, regulations, policies and any other restrictions or limitations in relation to the nicotine vaping industry have and can materially and adversely affect our business operations
3. 03Cannabis vapor products are subject to regulations and restrictions in the United States and are prohibited in many other countries
4. 04While we believe that our business and sales do not violate the Federal Paraphernalia Law, legal proceedings alleging violations of such law or changes in such law or interpretations thereof could adversely affect our business, financial condition or results of operations
5. 05The recent implementation of regulations relating to e-cigarettes has resulted in our decision not to market nicotine products in the United States until we secure PMTA approvals on our ENDS devices26% rewritten
6. 06Recently enacted legislation and regulations in the United States may make it more difficult to sell nicotine and cannabis vaping products in the United States
7. 07We are exposed to risks relating to our relationship with a related party, and we may not be able to successfully operate manufacturing operations
8. 08If it is determined or perceived that the usage of nicotine or cannabis vaping products poses long-term health risks, the use of vaping products may decline significantly, which is likely to materially and adversely affect our business, financial condition, and results of operations
9. 09If vaping product usage is determined or perceived to pose long-term health risks or to be linked to illnesses, the usage of vaping products may significantly decline, which would have a material adverse effect on our business, financial condition and results of operations
10. 10Because cannabis oil, unlike nicotine oil, is not of a uniform quality, products we design may not perform as intended, which could result in a loss of business
11. 11The vaping market may develop more slowly or differently than we expect
12. 12We have historically reported negative cash flows and we may not achieve positive cash flows in the futurenew
13. 13We currently hold a 40% ownership interest in IKE and a 49% ownership interest in Jin Wu, with independent third parties holding the remaining 60% and 51%, respectively. As of June 30, 2026, we had an aggregate of $8,611,823 invested in advances to IKEnew
14. 14Property Ownership Through IKE or Jin Wu Could Limit Our Control of Those Investments and Reduce Our Expected Returnnew
15. 15Our ability to receive cash from our joint ventures depends entirely on their respective governing body’s discretion, and there is no assurance our joint ventures will ever distribute cash to their equity holdersnew
16. 16If our joint ventures’ business plans are unsuccessful, we may lose our entire investmentnew
17. 17If the IKE’s PMTA or other FDA regulatory submissions are not successful, the value of our investment in IKE could be materially adversely affectednew
18. 18We are exposed to product liability and user complaints arising from the products we sell, which could have a material adverse impact on us
19. 19Further, although we may have legal recourse against Shenzhen Yi Jia pursuant to applicable laws, attempts to enforce our rights against Shenzhen Yi Jia may be expensive, time-consuming and may not be successful, particularly since Shenzhen Yi Jia is located in China, and we may not be able prevail in a Chinese court
20. 20Our business, financial condition and results of operations may be adversely impacted by product defects or other quality issues
21. 21Our business may be negatively affected by global political events and foreign policy responses, including tariffs
22. 22Our business and the industry in which we operate are subject to inherent risks and uncertainties, including, among others, developments in regulatory landscape, medical discovery and market acceptance of vaping devices
23. 23We may not be able to develop and introduce new products or upgrade existing products in a timely and cost-effective manner, which may adversely affect our business, results of operations and prospects
24. 24Misuse or abuse of our products may lead to potential adverse health effects, subjecting us to complaints, product liability claims and negative publicity
25. 25Failure to manage inventory at optimal levels could adversely affect our business, financial condition, and results of operations
26. 26Two customers account for a significant portion of our salesnew
27. 27We face competition from companies in the vaping industry as well as other sources of nicotine and cannabis, and we may fail to compete effectively
28. 28Misconduct, including illegal, fraudulent or collusive activities, by our employees, distributors, retailers, suppliers and manufacturers, may harm our brand and reputation and adversely affect our business and results of operations
29. 29We may become subject to governmental regulations and other legal obligations related to privacy, information security, and data protection, and any security breaches, and our actual or perceived failure to comply with our legal obligations could harm our brand and business
30. 30We may be subject to liability if private information that we receive is not secure or if we violate privacy laws and regulations
31. 31Any significant cybersecurity incident or disruption of our information technology systems or those of third-party partners could materially damage user relationships and subject us to significant reputational, financial, legal and operation consequences
32. 32Infringement of our intellectual property by any third party or loss of our intellectual property rights may materially and adversely affect our business, financial condition and results of operations
33. 33We may be subject to intellectual property infringement claims from third parties, which may be expensive to defend with no assurance of success and may disrupt our business and operations
34. 34As the patents we own or are licensed to us may expire and may not be extended, our patent applications may not be granted and our patent rights may be contested, circumvented, invalidated or limited in scope, our patent rights and license may not protect us
35. 35If we are unable to manage our growth or execute our strategies effectively, our business and prospects may be materially and adversely affected
36. 36Our success depends on our ability to retain our core management team and other key personnel
37. 37Competition for highly skilled employees is intense, and we may not be able to attract and retain the highly skilled employees needed to support our business
38. 38Our business, financial condition and results of operations may be adversely affected by an economic downturn
39. 39Although we believe that our business is not subject to PRC Laws, our business could be materially impaired if it is determined that our business is subject to PRC Laws
40. 40We have limited insurance coverage, which could expose us to significant costs and business disruption
41. 41The occurrence of natural disasters may adversely affect our business, financial condition and results of operations
42. 42Because we are a “controlled company” as defined in the Nasdaq Stock Market Rules, you may not have protection of certain corporate governance requirements which otherwise are required by Nasdaq’s rules
43. 43You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in China against two of our directors, Tuanfang Liu, our chief executive officer and chairman, and his wife Jiangyan Zhu, who are both based in China
44. 44Our failure to collect accounts receivable from our customers may adversely affect the results of our operations
45. 45Macroeconomic and regulatory conditions in the U.S. Cannabis industry may impact our ability to collect accounts receivable from our customers

Risks Related to Our Common Stock

1. 46Our failure to meet the continued listing requirements of Nasdaq could result in a delisting of our Common Stock
2. 47If our shares are delisted from Nasdaq and become subject to the penny stock rules, it would become more difficult to trade our shares
3. 48The trading price of our Common Stock may be volatile, which could result in substantial losses to investors
4. 49As an “emerging growth company” under the Jumpstart Our Business Startups Act, or JOBS Act, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements
5. 50If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, the market price for our Common Stock and trading volume could decline
6. 51Our by-laws include forum selection provisions which may limit your ability to commence an action against us